EXHIBIT 99
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
In re: )
) Case No. 03-48939
VENTURE HOLDINGS COMPANY LLC, ) Chapter 11
et al., )
Debtors. ) Honorable Thomas Tucker
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FOLEY & LARDNER LLP
JUDY A. O'NEILL (P32142)
LAURA J. EISELE (P42949)
NICOLE Y. LAMB-HALE (P46202)
JOHN A. SIMON (P61866)
150 WEST JEFFERSON AVENUE
SUITE 1000
DETROIT, MICHIGAN 48226
(313) 963-6200
COUNSEL TO THE DEBTORS AND
DEBTORS IN POSSESSION
SECOND AMENDED DISCLOSURE STATEMENT OF
VENTURE HOLDINGS COMPANY LLC
AND ITS DOMESTIC SUBSIDIARIES
DATED MAY 25, 2004
THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 4:00 P.M., NEW YORK CITY
TIME, ON JUNE 15, 2004 (THE "VOTING DEADLINE"), UNLESS EXTENDED BY VENTURE
HOLDINGS COMPANY LLC ("VENTURE") IN ITS SOLE DISCRETION, OR THE OTHER DEBTORS IN
THEIR SOLE DISCRETION. IN ORDER TO BE COUNTED, BALLOTS MUST BE RECEIVED BY SUCH
TIME.
DISCLAIMER
NO PERSON (AS DEFINED IN THE PLAN) IS AUTHORIZED IN CONNECTION WITH THE PLAN, OR
THE SOLICITATION OF BALLOTS WITH RESPECT TO THE PLAN, TO GIVE ANY INFORMATION OR
TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS SECOND AMENDED
DISCLOSURE STATEMENT, ITS EXHIBITS AND ANY OTHER COURT-APPROVED SOLICITATION
MATERIALS. IF ANY SUCH REPRESENTATIONS OR INFORMATION ARE GIVEN OR MADE, THEY
SHOULD NOT BE RELIED UPON. THE DELIVERY OF THIS SECOND AMENDED DISCLOSURE
STATEMENT WILL NOT UNDER ANY CIRCUMSTANCES IMPLY THAT ALL THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
THIS SECOND AMENDED DISCLOSURE STATEMENT DESCRIBES VARIOUS TRANSACTIONS
CONTEMPLATED UNDER THE PLAN BUT IS NOT A SUBSTITUTE FOR THE PLAN. THE TERMS OF
THE PLAN SHALL GOVERN IN CASE OF ANY INCONSISTENCY BETWEEN THE PLAN AND THIS
SECOND AMENDED DISCLOSURE STATEMENT. A COPY OF THE PLAN ACCOMPANIES THIS SECOND
AMENDED DISCLOSURE STATEMENT. THE DEFINITIONS IN THE PLAN ARE INCORPORATED BY
REFERENCE IN THIS SECOND AMENDED DISCLOSURE STATEMENT. CAPITALIZED TERMS USED IN
THIS SECOND AMENDED DISCLOSURE STATEMENT, WITHOUT DEFINITION, HAVE THE
RESPECTIVE MEANINGS ASCRIBED TO SUCH TERMS IN THE PLAN.
THE DEBTORS RESERVE THE RIGHT TO FILE AN AMENDED PLAN AND FURTHER AMENDED
DISCLOSURE STATEMENT AT ANY TIME SUBJECT TO THE LIMITATIONS IN THE PLAN AND THE
BANKRUPTCY CODE. YOU ARE URGED TO STUDY THE PLAN IN FULL AND TO CONSULT WITH
YOUR LEGAL COUNSEL AND TAX ADVISORS ABOUT THE PLAN AND ITS IMPACT UPON YOUR
LEGAL RIGHTS, INCLUDING POSSIBLE TAX CONSEQUENCES. PLEASE READ THIS SECOND
AMENDED DISCLOSURE STATEMENT AND ITS EXHIBITS CAREFULLY AND CONSIDER FULLY THE
"CERTAIN FACTORS TO BE CONSIDERED" SECTION HEREOF BEFORE VOTING FOR OR AGAINST
THE PLAN. SEE SECTION X - "CERTAIN FACTORS TO BE CONSIDERED."
THE PLAN AND THIS SECOND AMENDED DISCLOSURE STATEMENT ARE NOT REQUIRED TO BE
PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER APPLICABLE
NON-BANKRUPTCY LAW. THIS SECOND AMENDED DISCLOSURE STATEMENT HAS BEEN APPROVED
BY THE BANKRUPTCY COURT AS CONTAINING "ADEQUATE INFORMATION;" HOWEVER, SUCH
APPROVAL DOES NOT CONSTITUTE ENDORSEMENT BY THE BANKRUPTCY COURT OF THE PLAN OR
DISCLOSURE STATEMENT AND NONE OF THE SECURITIES AND EXCHANGE COMMISSION ("SEC"),
THE STATE SECURITIES COMMISSIONS OR SIMILAR PUBLIC, GOVERNMENTAL OR REGULATORY
AUTHORITIES HAS APPROVED THIS SECOND AMENDED DISCLOSURE STATEMENT, THE PLAN OR
THE COMMON MEMBERSHIP INTERESTS AND PREFERRED MEMBERSHIP INTERESTS (THE "NEW
VENTURE SECURITIES") OFFERED UNDER THE PLAN, OR HAS PASSED ON THE ACCURACY OR
ADEQUACY OF THE STATEMENTS IN THIS SECOND AMENDED DISCLOSURE STATEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. PERSONS
TRADING IN OR OTHERWISE PURCHASING, SELLING OR TRANSFERRING SECURITIES OF THE
DEBTORS SHOULD EVALUATE THE PLAN IN LIGHT OF THE PURPOSES FOR WHICH IT WAS
PREPARED.
NO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY OTHER FEDERAL OR STATE SECURITIES OR "BLUE SKY" LAWS
HAS BEEN FILED WITH THE SEC OR ANY OTHER AGENCY BY THE DEBTORS WITH RESPECT TO
NEW VENTURE SECURITIES THAT WILL BE ISSUED ON THE EFFECTIVE DATE OF THE PLAN AND
THAT MAY BE DEEMED TO BE OFFERED BY VIRTUE OF THIS SOLICITATION. THE DEBTORS ARE
RELYING ON THE EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 1145 OF THE
BANKRUPTCY CODE TO EXEMPT FROM REGISTRATION UNDER THE SECURITIES LAWS ANY OFFER
OF THE NEW VENTURE SECURITIES THAT MAY BE DEEMED TO BE MADE PURSUANT TO THE
PLAN.
EXCEPT WITH RESPECT TO THE PROJECTIONS REFERENCED IN THE SECTION "FINANCIAL
PROJECTIONS AND ASSUMPTIONS USED" (THE "PROJECTIONS"), AND EXCEPT AS OTHERWISE
SPECIFICALLY AND EXPRESSLY STATED HEREIN, THIS SECOND AMENDED DISCLOSURE
STATEMENT DOES NOT REFLECT ANY EVENTS THAT MAY OCCUR SUBSEQUENT TO THE DATE
HEREOF. SUCH EVENTS MAY HAVE A MATERIAL IMPACT ON THE INFORMATION CONTAINED IN
THIS SECOND AMENDED DISCLOSURE STATEMENT. THE DEBTORS DO NOT INTEND TO UPDATE
THE PROJECTIONS. THE PROJECTIONS ARE QUALIFIED BY, AND ARE SUBJECT TO, THE
ASSUMPTIONS SET FORTH HEREIN AND THE OTHER INFORMATION CONTAINED IN THIS SECOND
AMENDED DISCLOSURE STATEMENT. THE PROJECTIONS WERE NOT PREPARED WITH A VIEW
TOWARD COMPLIANCE WITH PUBLISHED GUIDELINES OF THE SEC, THE AMERICAN INSTITUTE
OF CERTIFIED PUBLIC ACCOUNTANTS OR ANY OTHER REGULATORY OR PROFESSIONAL AGENCY
OR BODY, GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAP") OR CONSISTENCY WITH
THE AUDITED FINANCIAL STATEMENTS INCLUDED IN THIS SECOND AMENDED DISCLOSURE
STATEMENT. IN ADDITION, NONE OF THE AUDITORS OR OTHER ADVISORS FOR THE DEBTORS
HAS COMPILED OR EXAMINED THE PROJECTIONS AND, ACCORDINGLY, NONE OF SUCH PARTIES
EXPRESSES ANY OPINION OR PROVIDES ANY OTHER FORM OF ASSURANCE WITH RESPECT TO,
OR ASSUMES ANY RESPONSIBILITY FOR, AND EACH SUCH PARTY EXPRESSLY DISCLAIMS ANY
RESPONSIBILITY FOR, THE PROJECTIONS. THE PROJECTIONS SHOULD BE READ TOGETHER
WITH THE INFORMATION CONTAINED IN THE PLAN AND THIS SECOND AMENDED DISCLOSURE
STATEMENT INCLUDING UNDER SECTION IV - "OPERATIONS OF THE DEBTORS," SECTION VI -
"CAUSES OF ACTION," AND SECTION X - "CERTAIN FACTORS TO BE CONSIDERED."
THIS SECOND AMENDED DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY PURPOSE
OTHER THAN TO DETERMINE WHETHER TO VOTE IN FAVOR OF OR AGAINST THE PLAN. NOTHING
CONTAINED HEREIN SHALL CONSTITUTE AN ADMISSION OF ANY FACT OR OF LIABILITY BY
ANY PARTY WITH REGARD TO ANY CLAIM OR LITIGATION. NO STATEMENT OF FACT SHALL BE
ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR IN ANY
PROCEEDING WITH RESPECT TO ANY LEGAL EFFECT OF THE REORGANIZATION OF THE DEBTORS
OR THE TRANSACTIONS CONTEMPLATED BY THE PLAN AND THIS SECOND AMENDED DISCLOSURE
STATEMENT.
CERTAIN OF THE INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE
STATEMENT, BY ITS NATURE, IS IN THE MANNER OF PROJECTIONS, WHICH MAY PROVE TO BE
DIFFERENT FROM ACTUAL RESULTS AND MAY BE SUBJECT TO CHANGE FROM TIME TO TIME.
THE INFORMATION CONTAINED IN THIS SECOND AMENDED DISCLOSURE STATEMENT HAS BEEN
SUBMITTED BY MANAGEMENT OF THE DEBTORS, EXCEPT WHERE OTHER SOURCES ARE
IDENTIFIED. MANAGEMENT OF THE DEBTORS AUTHORIZES NO REPRESENTATIONS CONCERNING
THE DEBTORS OR THE PLAN OTHER THAN THOSE IN THIS SECOND AMENDED DISCLOSURE
STATEMENT AND ACCOMPANYING DOCUMENTS. YOU SHOULD NOT RELY ON ANY REPRESENTATIONS
OR INDUCEMENTS MADE BY ANY PARTY TO SECURE YOUR VOTE OTHER THAN THOSE CONTAINED
IN THIS SECOND AMENDED DISCLOSURE STATEMENT. NO ONE IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS ON BEHALF OF MANAGEMENT OF THE DEBTORS. MANAGEMENT OF THE
DEBTORS HAS TAKEN GREAT EFFORT TO BE ACCURATE IN THIS SECOND AMENDED DISCLOSURE
STATEMENT IN ALL MATERIAL RESPECTS, AND IT BELIEVES THAT THE CONTENTS OF THIS
SECOND AMENDED DISCLOSURE STATEMENT ARE COMPLETE AND ACCURATE. HOWEVER, THE
MANAGEMENT OF THE DEBTORS CANNOT AND DOES NOT WARRANT OR REPRESENT THAT THE
INFORMATION CONTAINED HEREIN IS WITHOUT INACCURACY. IN PARTICULAR, EVENTS AND
FORCES BEYOND THE CONTROL OF THE DEBTORS MAY ALTER THE ASSUMPTIONS TO WHICH THE
FEASIBILITY OF THE PLAN ARE SUBJECT.
THIS SECOND AMENDED DISCLOSURE STATEMENT MAY CONTAIN STATEMENTS THAT ARE, OR MAY
BE DEEMED TO BE FORWARD- LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD LOOKING STATEMENTS
INCLUDE THOSE REGARDING CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE
CONTRIBUTION AGREEMENT (AS DEFINED HEREIN) AND THE PLAN. ALTHOUGH THE DEBTORS
BELIEVE THAT SUCH FORWARD LOOKING STATEMENTS ARE REASONABLE, NO ASSURANCE CAN BE
GIVEN THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. SUCH
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND
OTHER FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF
THE DEBTORS TO BE DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, AND
ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE STATEMENTS.
TABLE OF CONTENTS
I. INTRODUCTION................................................................................... 1
A. GENERAL.................................................................................. 1
B. SUMMARY OF DEBTOR'S CORPORATE STRUCTURE.................................................. 1
C. THE CONTRIBUTION AGREEMENT............................................................... 2
D. THE CREDITORS' WARRANT................................................................... 3
E. THE ORIGINAL PLAN........................................................................ 4
F. THE FORECLOSURE STRATEGY................................................................. 4
G. SETTLEMENT BETWEEN THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE................... 5
H. RECOGNITION AND SETTLEMENT OF SUBORDINATION PROVISIONS OF OLD NOTES...................... 6
I. SECOND AMENDED JOINT PLAN OF REORGANIZATION.............................................. 6
J. CREDITORS' TRUST/LITIGATION.............................................................. 12
K. OTHER PLAN PROVISIONS.................................................................... 13
II. PLAN VOTING PROCEDURES; ACCEPTANCE; CONFIRMATION............................................... 13
A. VOTING PROCEDURES........................................................................ 13
B. SPECIFIC INSTRUCTIONS FOR HOLDERS OF IMPAIRED CLAIMS OTHER THAN OLD NOTES CLAIMS......... 14
C. SPECIFIC INSTRUCTIONS FOR HOLDERS OF OLD NOTES CLAIMS.................................... 15
D. INQUIRIES................................................................................ 17
E. ACCEPTANCE............................................................................... 17
F. CONDITIONS TO CONFIRMATION OF THE PLAN AND EFFECTIVENESS OF THE PLAN..................... 18
G. MODIFICATION OF THE PLAN................................................................. 20
H. EFFECT OF CONFIRMATION................................................................... 20
I. REVOCATION OF THE PLAN................................................................... 21
III. BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF BANKRUPTCY PROCEEDINGS... 21
A. GERMAN INSOLVENCY........................................................................ 21
B. BOND DEFAULT............................................................................. 24
C. EXISTING BANK FACILITY................................................................... 24
D. FRENCH INSOLVENCY........................................................................ 25
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IV. OPERATIONS OF THE DEBTORS...................................................................... 25
A. CORPORATE STRUCTURE...................................................................... 25
B. VENTURE'S BUSINESS OPERATIONS............................................................ 26
C. INDUSTRY GROUP........................................................................... 27
D. PROPERTIES............................................................................... 27
E. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEBTORS.......................................... 28
F. THE PRINCIPALS OF THE DEBTORS............................................................ 29
V. THE DEBTORS' DEBT OBLIGATIONS.................................................................. 41
A. EXISTING BANK FACILITY................................................................... 41
B. OLD SENIOR NOTES, OLD SENIOR SUBORDINATED NOTES AND OLD NOTE INDENTURES.................. 42
VI. CAUSES OF ACTION............................................................................... 43
A. PREFERENCE CLAIMS........................................................................ 43
B. CLAIMS V. WINGET AND THE WINGET AFFILIATES............................................... 44
C. LITIGATION............................................................................... 72
VII. SIGNIFICANT POST-PETITION ACTIONS.............................................................. 75
A. RETENTION OF PROFESSIONALS............................................................... 75
B. CASE ADMINISTRATION...................................................................... 76
C. DEBTOR IN POSSESSION FINANCING........................................................... 77
D. AGREEMENTS WITH CERTAIN CUSTOMERS........................................................ 80
E. CONTRIBUTION AGREEMENT AND THE FORMATION OF VENTURE DELAWARE............................. 83
F. CONTESTED MATTERS........................................................................ 85
G. HYUNDAI OPTION........................................................................... 92
H. REPORT OF THE DEBTORS' FORENSIC ACCOUNTANTS.............................................. 93
I. DISCLOSURE OF THE FINDINGS OF DEBTORS' FORENSIC ACCOUNTANTS.............................. 94
J. THE PROPOSED FAURECIA JOINT VENTURE...................................................... 94
K. YUCAIPA OFFER............................................................................ 96
L. CONTEMPLATED PROPERTY SALES.............................................................. 96
M. SETTLEMENT............................................................................... 97
N. BANKRUPTCY OF MULTIPARTY GUARANTORS...................................................... 100
VIII. SUMMARY OF THE PLAN............................................................................ 101
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A. ADMINISTRATIVE CLAIMS.................................................................... 102
B. TAX CLAIMS............................................................................... 102
C. DIP FACILITY CLAIMS...................................................................... 103
D. U.S. TRUSTEE FEES........................................................................ 103
E. CLASS 1 - PRIORITY CLAIMS................................................................ 103
F. CLASS 2 - BANK PRE-PETITION PRIORITY CLAIMS.............................................. 103
G. CLASS 3 - BANK CLAIMS.................................................................... 104
H. CLASS 4 - OTHER SECURED CLAIMS........................................................... 105
I. CLASS 5 - GENERAL UNSECURED CLAIMS....................................................... 106
J. CLASS 6 - VENDOR SUPPORT CLAIMS.......................................................... 112
K. CLASS 7 - UNSECURED CONVENIENCE CLAIMS................................................... 113
L. CLASS 8 - EQUITY INTERESTS............................................................... 113
M. INTERCOMPANY CLAIMS...................................................................... 114
IX. IMPLEMENTATION OF THE PLAN..................................................................... 114
A. MEANS FOR EXECUTION OF THE PLAN.......................................................... 114
B. CONFIRMATION............................................................................. 120
C. EFFECTS OF PLAN CONFIRMATION............................................................. 120
D. EXECUTORY CONTRACTS AND UNEXPIRED LEASES................................................. 124
E. DISTRIBUTIONS............................................................................ 126
F. WORKERS' COMPENSATION OBLIGATIONS........................................................ 129
G. PENSION OBLIGATIONS...................................................................... 129
H. MODIFICATION OF CERTAIN PROVISIONS OF COLLECTIVE BARGAINING AGREEMENTS................... 130
X. CERTAIN FACTORS TO BE CONSIDERED............................................................... 131
A. DISRUPTION OF OPERATIONS RELATING TO BANKRUPTCY FILING................................... 131
B. CERTAIN RISKS OF NON-CONFIRMATION........................................................ 131
C. PEGUFORM TRANSACTION MAY RESULT IN MINIMAL CASH PROCEEDS................................. 132
D. PARTIES IN INTEREST MAY OBJECT TO THE DEBTORS' CLASSIFICATION OF CLAIMS.................. 133
E. LACK OF LIQUIDITY NECESSARY TO OPERATE THE DEBTORS' BUSINESSES PENDING
CONFIRMATION OF THE PLAN................................................................. 133
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F. INHERENT UNCERTAINTY OF THE REORGANIZED DEBTORS' FINANCIAL PROJECTIONS................... 133
G. LACK OF TRADING MARKET................................................................... 133
H. LEVERAGE AND DEBT SERVICE................................................................ 134
I. UNITED STATES FEDERAL INCOME TAX RAMIFICATIONS IF THE PLAN IS CONFIRMED.................. 134
J. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS....................................... 146
K. PERFORMANCE OF THE CONTRIBUTION AGREEMENT................................................ 148
XI. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST............................... 148
A. FEASIBILITY OF THE PLAN.................................................................. 148
B. BEST INTERESTS TEST...................................................................... 150
C. CHAPTER 7 LIQUIDATION ANALYSIS........................................................... 151
XII. SOLICITATION OF THE PLAN....................................................................... 153
A. PARTIES IN INTEREST ENTITLED TO VOTE..................................................... 153
B. CLASSES IMPAIRED UNDER THE PLAN.......................................................... 154
C. WAIVERS OF DEFECTS, IRREGULARITIES, ETC.................................................. 154
D. WITHDRAWAL OF BALLOTS; REVOCATION........................................................ 155
E. FURTHER INFORMATION; ADDITIONAL COPIES................................................... 155
XIII. CONCLUSION..................................................................................... 156
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List of Exhibits
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Exhibit A - Second Amended Joint Plan of Reorganization
Exhibit B - Current Organizational Chart of Debtors and Foreign Affiliates
Exhibit C - Properties
Exhibit D - Related Party Balances
Exhibit E - First Day Motions
Exhibit F - Liquidation Analysis
Exhibit G - Projected Financial Statements
Exhibit H - Selected Historical and Projected Pro Forma Financial Information for
Reorganized Venture
Exhibit I - Summary of Liens of Pre-Petition Lenders on Winget Assets
Exhibit J - Settlement Term Sheet
Exhibit K - Summary of Terms of Bank Priority Senior Notes, Bank Senior
Notes, Excess Interest Notes, Success Fee Notes, Bank Junior
Notes and Preferred Membership Interests
Exhibit L - Chart Describing Modifications to the Debtors' Joint Plan of
Reorganization
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I. INTRODUCTION
A. GENERAL
The purpose of this Second Amended Disclosure Statement (the "Disclosure
Statement"), which amends and restates the Debtors' original Disclosure
Statement dated October 15, 2003, is to provide Holders of all Claims and
Interests in the Debtors with adequate information, within the meaning of
Section 1125(a) and 1126 of the Bankruptcy Code (as defined below), of a kind,
and in sufficient detail, to make an informed judgment about the Second Amended
Joint Plan of Reorganization submitted to the Bankruptcy Court on May 25, 2004
(the "Plan") by Venture Holdings Company LLC, a Michigan limited liability
company ("Venture"), and its domestic subsidiaries, Vemco, Inc., Venture
Industries Corporation, Venture Mold & Engineering Corporation, Venture Leasing
Company, Vemco Leasing, Inc., Venture Holdings Corporation, Venture Service
Company, Experience Management LLC, Venture Europe, Inc., and Venture EU
Corporation (collectively, the "Domestic Subsidiaries") (Venture and the
Domestic Subsidiaries are each individually referred to as a "Debtor" and
collectively, as the "Debtors"). A copy of the Plan is attached hereto as
Exhibit A. The Plan is a joint plan for each of the Debtors. Capitalized terms
used herein but not defined herein shall have the meanings given to such terms
in the Plan.
The Debtors are debtors and debtors-in-possession in jointly administered cases
(collectively, the "Case") under Chapter 11 of the Bankruptcy Reform Act of
1978, Title 11, United States Code, as amended (the "Bankruptcy Code"). The
Debtors are reorganizing and continuing to conduct their business as
debtors-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code
and are soliciting votes to accept or reject the Plan. The Debtors believe that
acceptance of the Plan is in the best interests of any Person who holds a Claim
against or Interest in the Debtors (the "Creditors").
With the exception of (a) Venture subsidiaries that are subject to German
Insolvency Proceedings, and (b) the Venture subsidiary in France which is
operating pursuant to a continuation plan under French law, (c) the Venture
subsidiary in the United Kingdom, Peguform UK Limited, which is expecting to
enter into a Company Voluntary Arrangement (a U.K. insolvency procedure), and
(d) certain Multiparty Guarantors, as discussed infra; none of the Venture
subsidiaries incorporated outside of the United States have commenced, or is
subject to, a case under Chapter 11 of the Bankruptcy Code or similar insolvency
proceeding in any other jurisdiction. These non-Debtor foreign subsidiaries
continue to operate their businesses in the ordinary course of business.
HOLDERS OF CLAIMS SHOULD READ THIS DISCLOSURE STATEMENT AND THE PLAN, TOGETHER
WITH THE EXHIBITS, INCLUDING THE SETTLEMENT TERM SHEET, IN THEIR ENTIRETY BEFORE
VOTING ON THE PLAN.
B. SUMMARY OF DEBTOR'S CORPORATE STRUCTURE
Attached as Exhibit B hereto is a chart illustrating the current corporate
structure of the Debtors. In addition, the Debtors have numerous affiliates with
which they do business
1
that are an important part of the Plan. Those affiliates are described in this
Disclosure Statement.
C. THE CONTRIBUTION AGREEMENT
The Plan is based on a Contribution Agreement, dated September 22, 2003 (the
"Contribution Agreement"), by and among Larry J. Winget ("Larry Winget"), the
Larry J. Winget Living Trust (the "Winget Trust," and together with Larry
Winget, "Winget"), the Transferring Winget Entities (as defined in the
Contribution Agreement) and the Debtors. A fully executed copy of the
Contribution Agreement is attached to the Plan as Exhibit D. The Contribution
Agreement was negotiated by the Debtors, Winget and the Steering Committee, and
their respective legal and financial representatives, in order to (a) create a
combined organization and business including the Transferred Assets (as defined
in the Contribution Agreement) and the Equity Interests (as defined in the
Contribution Agreement, the "Transferred Equity Interests"), (b) restructure the
balance sheet, and (c) preserve the opportunity for all Creditors to maximize
their recoveries. The Contribution Agreement, by its terms, provides that each
of the parties thereto shall have the right to specifically enforce the
Contribution Agreement in any court of competent jurisdiction, including the
Bankruptcy Court. Approval of the Contribution Agreement by the Bankruptcy Court
is not a condition to the parties' rights to compel specific performance, except
that the Debtors' obligations under the Contribution Agreement are subject to
Bankruptcy Court approval.
The Contribution Agreement also provides, among other things, the following:
(a) Venture Companies LLC, a Delaware limited liability company
("Venture Delaware") will be formed to hold, directly or indirectly, the
existing assets and subsidiaries of Venture;
(b) Winget and the Transferring Winget Entities (as defined in the
Contribution Agreement) will transfer, assign and convey to Venture Delaware all
Equity Interests and Transferred Assets, creating a combined business;
(c) Winget will receive 100% of the Common Membership Interests in
Venture Delaware, subject to potential dilution by the Creditors' Warrant.
The contribution of the Transferred Equity Interests and the Transferred Assets
pursuant to the Plan and the Contribution Agreement will result in Venture
Delaware owning, directly or indirectly, tangible and intangible assets integral
to its operations, as well as substantial overseas operations currently
beneficially owned or controlled by Winget, not the Debtors. Venture Delaware's
ownership of the Transferred Equity Interests and the Transferred Assets ensures
that the Reorganized Debtors will have continued access to, and the ability to
control, the key assets and properties that are required to continue
manufacturing and providing product to their principal customers. The
Transferors' obligations to close the transactions contemplated under the
Contribution Agreement are conditioned upon the occurrence, or non-occurrence,
of certain events. For example, the Transferors' obligations are conditioned
upon no modifications being made to the
2
Original Plan that are materially adverse to the Transferors taken as a whole.
The Debtors, the Steering Committee and the Creditors' Committee anticipate that
the Transferors will argue that, among other things, the changes made to the
Original Plan as embodied in the Plan constitute changes which are materially
adverse to the Transferors as a whole.
Under the Contribution Agreement, Winget and the other Transferors have a right
to terminate the Contribution Agreement in the event the Plan as modified from
the Plan originally filed in September 2003 contains modifications which
materially adversely effect Winget and the other Transferors taken as a whole.
The changes to the Plan and the Settlement, as described in this Disclosure
Statement, have not been agreed to by Winget and the other Transferors. Winget
and the Transferors are in the process of evaluating whether such changes
materially adversely affect Winget and the other Transferors taken as a whole.
If Winget and the other Transferors determine that such changes have a material
adverse effect or that any other condition to the Contribution Agreement has not
been fulfilled, Winget and the other Transferors may argue that they are not
obligated to close under the Contribution Agreement. The Debtors, the Steering
Committee and the Creditors' Committee will oppose any such argument. In the
event the Bankruptcy Court determines that such changes have a material adverse
effect on Winget and the other Transferors taken as a whole, confirmation of the
Plan in its current form may result in confirmation of a plan that ultimately
cannot become effective. Winget and the other Transferors also believe that the
Plan may not be feasible and have the right under the Contribution Agreement to
assert the lack of feasibility.
The Debtors, the Steering Committee and the Creditors Committee dispute Winget's
assertions. The Debtors, the Steering Committee and the Creditors' Committee
believe that the Plan is feasible and confirmable. Moreover, the Debtors, the
Steering Committee and the Creditors' Committee believe the Plan does not
contain changes to the Original Plan that are materially adverse to Winget and
the Transferors as a whole and that therefore the Contribution Agreement is
enforceable.
On May 25, 2004, Winget delivered to Venture Holdings Company, LLC a letter in
which Winget states that he has terminated the Contribution Agreement. The
Debtors, the Steering Committee and the Creditors' Committee dispute whether
this action constitutes a valid termination of the Contribution Agreement and
will seek to compel Winget's compliance with the Contribution Agreement.
D. THE CREDITORS' WARRANT
The Plan, as more fully described below, provides, and the Contribution
Agreement contemplates, among other things, the issuance of the Creditors'
Warrant to the Creditors' Trust. The Creditors' Warrant will be valued in
accordance with the Warrant Valuation Procedures.
The Creditors' Warrant will allow the General Unsecured Creditors, subject to
the limitations imposed by the Settlement described below, an opportunity to
obtain the benefit of ownership of the Reorganized Debtors, sharing in the
success of the business
3
operations of Reorganized Venture after exercise of the Creditors' Warrant. The
extent of the ownership in Reorganized Venture to which the General Unsecured
Creditors will be entitled through the Creditors' Trust will be driven by the
value of the Creditors Warrant, which in turn will be determined in accordance
with the Warrant Valuation Procedures.
To ensure compliance with the Contribution Agreement, and because the
Contribution Agreement has certain contingencies, and in addition, to determine
the Value of the Extinguished Actions (which in turn will determine the extent
to which Winget's Common Membership Interests in Venture Delaware will be
diluted by the interests of the Class 5 Creditors), the Debtors, along with the
Creditors' Committee in certain instances, have commenced litigation to
determine the value of the Extinguished Actions by pursuing certain claims
against the Transferred Winget Entities. As discussed below, the Debtors have
also commenced litigation against other Winget affiliates, which Winget Actions
constitute Trust Assets. The Debtors reserve their rights as to other Winget
Actions that may exist and constitute Trust Assets. However, in the event that
the Plan is confirmed, the Extinguished Actions will be released, with their
value being converted into Common Membership Interests through the Creditors'
Warrant, and the Winget Actions will become Trust Assets.
E. THE ORIGINAL PLAN
The Debtors' Joint Plan of Reorganization, originally filed with the Bankruptcy
Court on September 24, 2003 (the "Original Plan"), was the culmination of many
months of negotiations among the Debtors, the Steering Committee and Winget and
was based on the Contribution Agreement. When the Original Plan was filed, the
Creditors' Committee advised the Debtors, the Steering Committee and Winget that
it would not support confirmation of the Original Plan. In the months following
the filing of the Original Plan, the Debtors, the Steering Committee, Winget and
the Debtors' major customers negotiated a "back-stop" to the Original Plan that
would have culminated in the filing of a "back-stop" plan that the parties would
have presented to the Bankruptcy Court for confirmation in the event the
Bankruptcy Court did not confirm the Original Plan over the anticipated
objection of the Creditors' Committee.
F. THE FORECLOSURE STRATEGY
The Debtors believe that, as a result of certain events, which the Debtors
believe included the issuance of the findings by Doeren Mayhew, the forensic
accountant retained by the Debtors to investigate transactions with Winget and
certain entities owned and/or controlled by Winget, Winget indicated to the
Debtors and the Steering Committee that he was not prepared to commit to the
terms of the "back-stop" plan, without changes to such plan which were
unacceptable to the Steering Committee. In the face of Winget's refusal to
commit to the terms of the existing "back-stop" plan, the Debtors and the
Steering Committee evaluated and pursued other alternatives to achieve the
consolidation of the Debtors' assets with the assets of the Affiliate
Guarantors. Winget disputes the foregoing. As described below, the Debtors have
filed complaints, in which the Creditors' Committee has intervened and joined,
against Larry Winget and various
4
entities substantially owned or controlled by him which seek, among other
relief, the substantive consolidation of certain of the Affiliate Guarantors
named as defendants therein with the estates of the Debtors. Additionally, the
Agent, on behalf of the Pre-Petition Lenders, filed in the Bankruptcy Court on
April 13, 2004, a Complaint for (1) Declaratory Relief Concerning the Commercial
Reasonableness of a Proposed Secured Creditor Disposition, (2) Real Property
Foreclosure, and Appointment of a Receiver Pendente Lite, (3) Relief From the
Automatic Stay, and (4) the Entry of Deficiency Judgments (the "Foreclosure
Complaint"). In connection with the Foreclosure Complaint, to the extent the
Plan is not confirmed, the Debtors and the Steering Committee currently
anticipate filing a plan that would provide for the Debtors' continued access
to, and use of, the assets owned by the Affiliate Guarantors either through a
contribution of such assets to the reorganized Debtors if the Pre-Petition
Lenders are the successful bidders (via their credit bid rights) at the
foreclosure sales or through new fair market leases and usage agreements if a
third party is the successful bidder at the foreclosure sales (such process
shall be described herein as the "Foreclosure Strategy"). Winget and the
Transferors intend to vigorously contest both the Foreclosure Complaint and the
substantive consolidation allegations and do not believe either will be
successful.
G. SETTLEMENT BETWEEN THE STEERING COMMITTEE AND THE CREDITORS'
COMMITTEE
Because the Debtors and the Steering Committee believe that the Plan continues
to be the most value maximizing alternative for all parties in interest, in
addition to pursuing the consolidation of the assets through the litigation
vehicles described above, the Debtors and the Steering Committee approached the
Creditors' Committee on several different occasions in order to gain the support
of the Creditors' Committee for the Plan. The initial discussions with the
Creditors' Committee resulted in the Creditors' Committee reaffirming its
position that it would not support the Plan. During those discussions, the
Creditors' Committee indicated it believes it has arguments with respect to the
assets of the Affiliate Guarantors, including the lien rights of the
Pre-Petition Lenders with respect to such assets, that would prevent the
Pre-Petition Lenders from effectuating the Foreclosure Strategy or any other
strategy with which the Creditors' Committee did not agree. In order to gain the
support of the Creditors' Committee for the Plan and to settle the disputes
among the Steering Committee and the Creditors' Committee, including with
respect to the assets of the Affiliate Guarantors and the lien rights of the
Pre-Petition Lenders, the Steering Committee and the Creditors' Committee have
reached agreement on a settlement (the "Settlement") that will be embodied in a
settlement agreement that will be approved by the Bankruptcy Court pursuant to
separate motion (the "Settlement Motion") at the Confirmation Hearing.
TO THE EXTENT THE SETTLEMENT MOTION IS APPROVED AND THE RELIEF REQUESTED THEREIN
IS GRANTED, INCLUDING THE APPROVAL OF THE SETTLEMENT AGREEMENT, CREDITORS WILL
BE BOUND BY THE TERMS OF THE SETTLEMENT AND THE DISTRIBUTIONS TO HOLDERS OF
CLASS 2, CLASS 3 CLAIMS AND CLASS 5 CLAIMS SHALL BE SUBJECT TO THE TERMS OF THE
SETTLEMENT AGREEMENT.
5
A TERM SHEET CONTAINING THE TERMS OF THE SETTLEMENT IS ATTACHED HERETO AS
EXHIBIT J. THE DEBTORS, THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE URGE
YOU TO CAREFULLY READ THE TERM SHEET.
As a result of the Settlement Agreement, the Creditors' Committee supports the
Plan and encourages acceptance thereof by the Creditors, subject only to the
consummation of the transactions contemplated by the Settlement Agreement.
H. RECOGNITION AND SETTLEMENT OF SUBORDINATION PROVISIONS OF OLD NOTES
For a description of the recognition and settlement of certain contractual
subordination issues among the holders of Old Notes, see SECTION V. B. - "OLD
SENIOR NOTES, OLD SENIOR SUBORDINATED NOTES AND OLD NOTE INDENTURES."
I. SECOND AMENDED JOINT PLAN OF REORGANIZATION
Although events related to the German Insolvency Proceedings (as defined below)
and prolonged chapter 11 proceedings have had a significant impact on the
Debtors' global operations, the Debtors remain a leading full-service supplier
of plastic components, modules and systems to North American and European
automotive OEMs. The Debtors believe that adoption of the Plan will be a
significant step toward maintaining the Debtors' leading position in the
industry. By restructuring their debt and combining the Debtors' assets with
those of the Transferred Winget Entities (the "Restructuring"), the Debtors
believe that implementation of the Plan will result in greater operating and
financial flexibility which will enable the Debtors to take advantage of market
opportunities and enhance the long-term enterprise value of the Debtors.
THE DEBTORS, THE STEERING COMMITTEE AND THE CREDITORS' COMMITTEE BELIEVE THAT
THE PLAN PROVIDES THE BEST RECOVERIES POSSIBLE FOR HOLDERS OF CLAIMS AGAINST THE
DEBTORS AND THEY STRONGLY RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN.
The following is a brief summary of certain material provisions of the Plan. For
a more detailed description of the terms of the Plan, see SECTION VIII "SUMMARY
OF PLAN." The Original Plan was the result of a term sheet negotiated among the
Steering Committee, Winget and the Debtors. The changes to the Original Plan are
set forth in detail in the chart attached hereto as Exhibit L. The following
summary is qualified in its entirety by the provisions of the Plan.
The Plan provides for the treatment of both classified and unclassified Claims
against and Interests in the Debtors. In accordance with Section 1123(a)(1) of
the Bankruptcy Code, Administrative Claims, Tax Claims and the DIP Facility
Claims are not classified. Eight Classes of Claims are treated under the Plan.
Classes 1 (Priority Claims) and 4 (Other Secured Claims) are not Impaired, which
essentially means that Holders of such Claims
6
will be unaffected by the Plan and are, therefore, not entitled to vote on, and
are deemed to have accepted, the Plan. All other Classes of Claims and Interests
are impaired, including Bank Pre-Petition Priority Claims (Class 2), Bank Claims
(Class 3), General Unsecured Claims (Class 5), Vendor Support Claims (Class 6)
and Unsecured Convenience Claims (Class 7). There will be no recovery for Winget
as the Holder of Equity Interests (Class 8), and such Equity Interests will be
contributed to Venture Delaware without consideration therefore. SEE SECTION
VIII - "SUMMARY OF THE PLAN" for more details.
THE TRANSFERORS' OBLIGATIONS TO CLOSE THE TRANSACTIONS CONTEMPLATED UNDER THE
CONTRIBUTION AGREEMENT ARE CONDITIONED UPON THE OCCURRENCE, OR NON-OCCURRENCE,
OF CERTAIN EVENTS. ONE SUCH CONDITION IS THAT THE PLAN ULTIMATELY CONFIRMED MUST
NOT HAVE MODIFICATIONS FROM THE ORIGINAL PLAN WHICH ARE MATERIALLY ADVERSE TO
THE TRANSFERORS TAKEN AS A WHOLE. AMONG OTHER MODIFICATIONS MADE TO THE ORIGINAL
PLAN, THE PLAN PROVIDES THAT CLASS 6 CREDITORS AND CLASS 7 CREDITORS WILL BE
TREATED AS CLASS 5 CREDITORS, AND THUS WILL BE ENTITLED TO VOTE ON THE CLASS 5
TREATMENT, UNLESS THE BANKRUPTCY COURT DETERMINES THAT TREATING CLASS 6
CREDITORS AND CLASS 7 CREDITORS AS CLASS 5 CREDITORS, WHICH IS A CHANGE FROM THE
ORIGINAL PLAN, CONSTITUTES A CHANGE WHICH IS MATERIALLY ADVERSE TO THE
TRANSFERORS TAKEN AS A WHOLE. IN SUCH EVENT, CLASS 6 CREDITORS AND CLASS 7
CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED UNDER THE ORIGINAL PLAN AND
CONTAINED IN THE PLAN FOR CLASS 6 CREDITORS AND CLASS 7 CREDITORS AND WILL NOT
BE TREATED AS CLASS 5 CREDITORS (UNLESS THE TREATMENT IN THE ORIGINAL PLAN
PROVIDES OTHERWISE). THE DEBTORS, THE CREDITORS' COMMITTEE AND THE STEERING
COMMITTEE DO NOT BELIEVE THAT TREATING CLASS 6 CREDITORS AND CLASS 7 CREDITORS
AS CLASS 5 CREDITORS, OR ANY OTHER CHANGE MADE TO THE ORIGINAL PLAN, CONSTITUTES
A CHANGE TO THE ORIGINAL PLAN THAT IS MATERIALLY ADVERSE TO THE TRANSFERORS
TAKEN AS A WHOLE.
Under the Contribution Agreement, Winget and the other Transferors have a right
to terminate the Contribution Agreement in the event the Plan as modified from
the Plan originally filed in September 2003 contains modifications which
materially adversely effect Winget and the other Transferors taken as a whole.
The changes to the Plan and the Settlement, as described in this Disclosure
Statement, have not been agreed to by Winget and the other Transferors. Winget
and the Transferors are in the process of evaluating whether such changes
materially adversely affect Winget and the other Transferors taken as a whole.
If Winget and the other Transferors determine that such changes have a material
adverse effect or that any other condition to the Contribution Agreement has not
been fulfilled, Winget and the other Transferors may argue that they
7
are not obligated to close under the Contribution Agreement. The Debtors, the
Steering Committee and the Creditors' Committee will oppose any such argument.
In the event the Bankruptcy Court determines that such changes have a material
adverse effect on Winget and the other Transferors taken as a whole,
confirmation of the Plan in its current form may result in confirmation of a
plan that ultimately cannot become effective. Winget and the other Transferors
also believe that the Plan may not be feasible and have the right under the
Contribution Agreement to assert the lack of feasibility.
If the Plan is confirmed, all Intercompany Claims (i.e., Claims of a Debtor
against another Debtor) will, in the sole discretion of the applicable Debtor or
Venture Delaware, be preserved and reinstated, released, waived and discharged
or contributed to the capital of the obligor entity.
1. UNCLASSIFIED CLAIMS
The Plan provides that Administrative Claims, Allowed Tax Claims and the DIP
Facility Claims shall be unclassified.
Each Holder of an Allowed Administrative Claim shall receive, in full
satisfaction of such Allowed Claim, cash equal to the amount of such Claim on
the later of (i) the Effective Date and (ii) the date that is ten days after the
Allowance Date, unless such Holder agrees to different treatment. However,
Allowed Administrative Claims representing obligations incurred by a Debtor in
the ordinary course of business shall be paid or performed in accordance with
the terms and conditions of the particular transactions and any agreements
relating thereto and are not entitled to the payment described in the preceding
sentence.
Each Holder of an Allowed Tax Claim shall receive, in full satisfaction of such
Allowed Claim, at the election of the relevant Debtor, in its sole discretion,
either (i) cash equal to the amount of such Claim on the later of (1) the
Effective Date and (2) the date that is ten (10) days after the Allowance Date,
unless such Holder shall have agreed to different treatment, (ii) in accordance
with Section 1129(a)(9)(C) of the Bankruptcy Code, cash payments in equal
monthly installments commencing on the first Business Day of the month
succeeding the month in which the Effective Date occurs and continuing on the
first Business Day of each month thereafter, until the month which is six (6)
years after the date of assessment of such Claim, totaling the principal amount
of such Claim plus interest on any outstanding balance from the Effective Date
calculated at the interest rate equal to the Applicable Federal Rate as
determined in accordance with Section 1274(d) of the Internal Revenue Code of
1986, as amended and the regulations promulgated thereunder, or (iii) such other
treatment as to which the Holder of such Allowed Tax Claim shall have agreed in
writing; provided that any Claim or demand for payment of a penalty (other than
a penalty of the type specified in Section 507(a)(8)(G) of the Bankruptcy Code)
shall be disallowed pursuant to the Plan.
On the Effective Date, in full satisfaction of the DIP Facility Claim, the DIP
Facility Lenders shall receive (i) cash in an amount equal to the then
outstanding amount of such DIP Facility Claim (including all accrued and all
unpaid interest, fees and expenses) plus
8
(ii) a comprehensive release of claims from the Debtors and in favor of the
Post-Petition Agents, each DIP Facility Lender and their respective affiliates,
professionals, agents, officers, directors and employees.
2. CLASSIFIED CLAIMS
The table below provides a summary of the classification and treatment of
classified Claims and Equity Interests. The treatment of Claims in Class 2,
Class 3 and Class 5 is subject in all respects to the Settlement.
Estimated Estimated
Aggregate Percentage
Type Of Claim Amount Of Recovery
Or Equity Allowed Of Allowed
Class Interest Treatment Claims Claims
Class 1 Priority Claims Unimpaired - deemed to have accepted the $ 0 100%
Plan and not entitled to vote on Plan; each
Holder paid in full in cash on the latest
of the (i) Effective Date, (ii) the date
that is 10 days after the Allowance Date of
such Claim and (iii) the date when such
Claim becomes due and payable according to
its terms.
Class 2 Bank Pre-Petition Impaired - entitled to vote on the Plan; in $ 6,384,000 100%
Priority Claims full satisfaction of such Claims, including
all accrued and unpaid fees, interest and
expenses thereon through the Effective
Date, each holder will receive the Bank
Priority Senior Notes
Class 3 Bank Claims Impaired - entitled to vote on Plan; will $ 420,627,965.52(1) 100%
receive (a) cash equal to approximately
$7.5 million on account of interest accrued
on such Claims plus unreimbursed costs,
fees and expenses incurred by the
Pre-Petition Agent through the Effective
Date (b) the Securities Fee notes, (c) the
Excess Interest Notes, (d) the Bank Senior
Notes, (e) the Bank Junior Notes, (f) the
Preferred Membership Interests, and (g) a
release from any and all claims against
them held by the Debtors. Additionally,
all letters of
- -----------
(1) The Bank One, NA Claim in the amount of $7,334,395.60 and the ORIX
Claim in the amount of $1,499,545.46 are not being Allowed pursuant to the Plan.
To the extent the Bank One, NA Claim or the ORIX Claim becomes Allowed, such
Claim will increase the amount of the Allowed Class 3 Claims and the principal
amount of the Bank Senior Notes by the Allowed amount of such Claim and the Orix
Claim to the extent not otherwise included in the Allowed Bank Claims.
9
credit issued by the Pre-Petition Lenders
and outstanding as of the Effective Date
shall be cancelled and/or assumed and
deemed issued under the Exit Financing
Facility. Also, all pre-petition Liens on
the property of the Debtors held by or on
behalf of the Pre-Petition Lenders shall
secure the Bank Senior Notes and the Bank
Junior Notes (but be subordinate to the
Liens granted under the Exit Financing
Facility) and all guarantees executed by
the Debtors in favor of the Pre-Petition
Lenders shall be replaced by guaranties
executed in connection with the
Restructured Credit Agreement. Moreover,
the obligations evidenced by the Bank
Senior Notes, the Securities Fee Notes, the
Excess Interest Notes and the Bank Junior
Notes shall be further secured by the liens
more specifically described in the
Restructured Credit Agreement.
Class 4 Other Secured Claims Unimpaired - deemed to have accepted the $ 0 100%
Plan; either (a) the legal, equitable, and
contractual rights of Holders of Other
Secured Claims (including retention of
liens or security interests on pre-petition
collateral) shall be reinstated on the
Effective Date, or (b) the Debtor shall (i)
cure any pre-petition default (other than
defaults of the kind specified in Section
365(b)(2) of the Bankruptcy Code), (ii)
reinstate the maturity of such Other
Secured Claim, (iii) compensate the Holders
for any damage if required under Section
1124(2)(c) of the Bankruptcy Code, and (iv)
not otherwise alter the legal, equitable or
contractual rights to which such Other
Secured Claim is entitled.
10
Class 5 General Unsecured Impaired - entitled to vote on Plan; $ 493,425,676(3) Venture is unable to
Claims,(2) entitled to receive a Pro Rata Distribution estimate the value of
of the Trust Assets (including the equity to Holders of
Creditors' Warrant) from the Creditors' Class 5 Claims. Such
Trust, subject to any contractual value will be
subordination provisions. determined in
connection with the
liquidation of the
Creditors' Trust.
Class 6 Vendor Support Claims Impaired - entitled to vote on Plan; and $ 55,627,074 Venture is unable to
(Holders of Allowed shall be treated as a Class 5 Creditor; estimate the value of
General Unsecured provided, however, if a Triggering Event equity to Holders of
Claims who opt to shall have occurred, each Holder of a Class Class 5 Claims. Such
become Holders of 5 Claim who (i) provided goods or services value will be
Vendor Support to the Debtors prior to the Petition Date; determined in
Claims)(4) (ii) elects on its ballot to agree to a connection with the
Vendor Support Agreement(5); and (iii) liquidation of the
executes and delivers a Vendor Support Creditors' Trust.
Agreement , shall receive cash in an amount
equal to 50% of such Holder's Allowed Class However, if a
6 Claim payable in ten (10) equal monthly Triggering Event shall
installments equal to 5% of such Allowed have occurred, and
Claim until such Allowed Claim is paid 50% Class 6 Creditors are
of the Allowed General Unsecured Claim. In treated as a separate
the event the Bankruptcy Court concludes class, 50%
such treatment renders the Plan unfairly
discriminatory in relation to other
non-accepting Classes of unsecured
Creditors (if any), or in the event that
the
- -------------------
(2) Estimated Percentage Recovery of Allowed Claims for Class 5 assumes no value
realized from the German Subsidiaries currently involved in the German
Insolvency Proceedings due to the high level of uncertainty surrounding those
proceedings. Should the resolution of the German Insolvency Proceedings result
in additional value attributable to the Reorganized Debtors, either by way of
recovery, sale or a combination thereof, it could materially increase the
percentage recovery for Holders of Classes 5 and 6 Claims.
(3) This amount does not include the amounts of Class 6 Claims and Class 7
Claims (listed below), each of which shall be treated as Class 5 Creditor if a
Triggering Event shall not have occurred.
(4) Estimated Percentage Recovery of Allowed Claims are based upon a vote in
favor of the Plan. Estimated Percentage Recovery of Allowed Claims for Holders
that vote against the Plan would be materially less, as described in Section
VII.
(5) Under the Plan, a Vendor Support Agreement is an agreement pursuant to which
a General Unsecured Creditor agrees to provide post-Confirmation credit as set
forth in such agreement, including without limitation, customary pricing terms,
no less than net-60 day payment terms and credit limits no less than those which
were in place as of January 1, 2002.
11
Bankruptcy Court does not determine
that treating Class 6 Creditors as Class 5
Creditors is not a change which is
materially adverse to Winget and the other
Transferors taken as a whole, then the
Holders of Vendor Support Claims shall be
deemed to be included in (and receive the
treatment prescribed for) Class 5 General
Unsecured Claims.
Class 7 Unsecured Convenience Impaired - entitled to vote on the Plan as $ 2,495,537 Venture is unable to
Claims (Allowed a Class 5 Creditor and a Class 7 Creditor; estimate the value of
Claims of General shall be treated as a Class 5 Creditor; equity to Holders of
Unsecured Creditors provided, however, each Holder of an Class 5 Claims. Such
that are either (a) Allowed Class 7 Unsecured Convenience Claim value will be
in an amount less shall be paid cash equal to 75% of the determined in
than $10,000; or (b) Allowed Claim not later than 120 days after connection with the
in an amount in the Effective Date, if a Triggering Event liquidation of the
excess of $10,000 if shall have occurred. Otherwise, they shall Creditors' Trust.
the Holders elect to be treated as holders of Class 5 Claims
reduce such Claims to above. However, if a
an amount equal to or Triggering Event shall
less than $10,000) have occurred, and
Class 7 Creditors are
treated as a separate
class, 75%
Class 8 Equity Interest Impaired - not entitled to vote on the Plan N/A 0%
and are deemed to have rejected it. On the
Effective Date, all of the Class 8 Equity
Interests shall be cancelled.
For a more detailed description of the foregoing Classes of Claims and Equity
Interests and the proposed Distributions thereto, SEE SECTION VIII - "SUMMARY OF
THE PLAN." For a summary of the terms of the Bank Priority Senior Notes, the
Bank Senior Notes, the Securities Fee Notes, the Excess Interest Notes and the
Preferred Membership Interests, see Exhibit K attached hereto.
J. CREDITORS' TRUST/LITIGATION
The major assets of the Creditors' Trust, exclusive of any value obtained from
the Settlement, will be (a) the Creditors' Warrant, (b) the Winget Actions and
(c) the Avoidance Actions.
The Creditors' Warrant is designed to permit Confirmation to occur in a
timeframe that will allow the Reorganized Debtors to be viable business entities
while still preserving the value to which the General Unsecured Creditors are
entitled under the Bankruptcy Code. While initially Winget will receive, in
exchange for his contribution, 100% of the Common Membership Interests of
Venture Delaware, that 100% is subject to dilution by
12
the exercise of the Creditors' Warrant. The value of the Creditors' Warrant will
be determined in accordance with the Warrant Valuation Procedures and will be a
function of the value of the Debtors, the value of the Venture B Assets, the
value of the Debtors' causes of action against the Transferred Winget Entities
(the "Extinguished Actions") and the value of the Reorganized Debtors. The Value
of the Extinguished Actions will be determined through litigation commenced
against the Transferred Winget Entities. In the event that the Plan is
confirmed, the Extinguished Actions will be extinguished, with their value being
converted into Common Membership Interests through the Creditors' Warrant. The
Creditors' Warrant allows the Bankruptcy Court to determine the equity, if any,
to which General Unsecured Creditors are entitled, as more particularly
described in the Creditors' Warrant attached as Exhibit K to the Plan.
The Creditors' Trust will also receive Winget Actions and Avoidance Actions.
Prior to Confirmation of the Plan, the Debtors reserve their rights to commence
such actions. After Confirmation of the Plan, such actions will be commenced
and/or prosecuted by the Trustee.
K. OTHER PLAN PROVISIONS
Provided that the Plan is confirmed, the Debtors' Estates shall be substantively
consolidated, but only for the purposes of (1) making Distributions under the
Plan, (2) voting under the Plan, and (3) filing Claims. For such limited
purposes, and provided that the Plan is confirmed, on the Effective Date, (a)
all guaranties of any Debtor of the payment, performance, or collection of
another Debtor with respect to any Class of Claims or Interests shall be deemed
eliminated and cancelled; (b) any obligation of any Debtor, and all guaranties
with respect to any Class of Claims or Interests executed by one or more of the
other Debtors, and any joint or several liability of any of the Debtors shall be
treated as a single obligation, and any obligation of two or more Debtors, and
all multiple impaired Claims against Debtors on account of such joint
obligations, shall be treated and Allowed only as a single Claim against the
consolidated Debtors; and (c) each Claim filed in the Case shall be deemed filed
against the consolidated Debtors and shall be deemed a Claim against and an
obligation of the consolidated Debtors. Except as set forth above, such
substantive consolidation will not (other than for purposes related to the Plan)
(i) affect the legal and corporate structures of the Debtors or Reorganized
Debtors, subject to the right of the Debtors or Reorganized Debtors to effect
the restructuring transactions contemplated by the Plan, and (ii) except as
otherwise stated in the Plan, affect Intercompany Claims of certain of the
Debtors against other Debtors.
II. PLAN VOTING PROCEDURES; ACCEPTANCE; CONFIRMATION
A. VOTING PROCEDURES
Under the Bankruptcy Code, the only classes that are entitled to vote to accept
or reject a plan are Classes of Claims or Interests that are Impaired under the
Plan. Accordingly, Classes of Claims or Interests that are Unimpaired, Class 1
(Priority Claims) and Class 4 (Other Secured Claims) are presumed to have
accepted the Plan and are not entitled to vote on the Plan. Holders of Bank
Pre-Petition Priority Claims, Bank Claims, General
13
Unsecured Claims, Vendor Support Claims, and Unsecured Convenience Claims shall
be entitled to vote to accept or reject the Plan. Class 8 (Equity Interests)
will not vote because Class 8 will not receive any Distribution and,
accordingly, is deemed to have rejected the Plan. However, Winget and the
Transferors have agreed to support the Plan subject and pursuant to the
Contribution Agreement.
Creditors that hold Claims in more than one Impaired Class are entitled to vote
separately in each Class to the extent that such multiple claims can be
identified by J.P. Morgan Trust Company N.A. ("JP Morgan" or the "Balloting
Agent"). Such a Creditor will receive a separate ballot for each of its Claims
in each Class (in accordance with the records of the Clerk of the Court) and
should complete and sign each ballot separately. A Creditor who asserts a Claim
in more than one Class and who has not been provided with sufficient ballots may
photocopy the ballot received and file multiple ballots.
Votes on the Plan will be counted only with respect to Claims: (a) that are
listed on the Schedules of Assets and Liabilities of the Debtors other than as
disputed, contingent or unliquidated; or (b) for which a Proof of Claim was
filed on or before the Claims Filing Bar Date set by the Bankruptcy Court in the
Debtors' case for the filing of Proofs of Claim (except for certain claims
expressly excluded from that bar date or which are Allowed by Bankruptcy Court
order). Any vote by a Holder of a Claim will not be counted if such Claim has
been disallowed or is the subject of an unresolved objection, absent an order of
the Bankruptcy Court allowing such Claim for voting purposes pursuant to Section
502 of the Bankruptcy Code and Bankruptcy Rule 3018.
Voting on the Plan by each Holder of a Claim or Interest in an Impaired class is
important. After carefully reviewing the Plan and this Disclosure Statement,
each Holder of such a Claim or Interest should use the enclosed ballot or
ballots to vote to either accept or reject the Plan, and then return the ballot
or ballots by mail to the appropriate address.
Any ballot that does not appropriately indicate acceptance or rejection of the
Plan will not be counted.
B. SPECIFIC INSTRUCTIONS FOR HOLDERS OF IMPAIRED CLAIMS OTHER THAN OLD
NOTES CLAIMS
IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AS
SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT AND
RECEIVED BY THE BALLOTING AGENT NO LATER THAN THE VOTING DEADLINE.
If a ballot is damaged, lost, or missing, a replacement ballot may be obtained
by sending a written request to the Balloting Agent. If you have any questions
about (1) the procedure for voting your Claim or with respect to the packet of
materials that you have received or (2) or if you wish to obtain an additional
copy of the Plan, this Disclosure Statement or any appendices or exhibits to
such documents, please contact the Balloting Agent at www.administar.net or by
telephone at (904) 807-3010.
14
C. SPECIFIC INSTRUCTIONS FOR HOLDERS OF OLD NOTES CLAIMS
IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AS
SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT.
If a ballot is damaged, lost, or missing, a replacement ballot may be obtained
by sending a written request to the Balloting Agent. If you have any questions
about (1) the procedure for voting your Claim or with respect to the packet of
materials that you have received or (2) if you wish to obtain an additional copy
of the Plan, this Disclosure Statement or any appendices or exhibits to such
documents, please contact the Balloting Agent at www.administar.net or by
telephone at (904) 807-3010.
The Record Date for determining which Holders of Note Claims are entitled to
vote on the Plan is May 25, 2004 (the "Record Date"). The Indenture Trustee will
not vote on behalf of the Holders of such Note Claims. Holders must submit their
own ballots.
1. BENEFICIAL OWNERS
A beneficial owner holding Old Notes as record Holder in its own name should
vote on the Plan by completing and signing the enclosed ballot and returning it
directly to the Balloting Agent on or before the Voting Deadline using the
enclosed self-addressed, postage-paid envelope.
A beneficial owner holding Old Notes in "street name" through a designated
representative of such Holder (a "Nominee") may vote on the Plan by one of the
following two methods (as selected by such beneficial owner's Nominee):
(i) Complete and sign the enclosed beneficial owner ballot. Return
the ballot to your Nominee as promptly as possible and in sufficient time to
allow such Nominee to process the ballot and return it to the Balloting Agent by
the Voting Deadline. If no self-addressed, postage-paid envelope was enclosed
for this purpose, contact the Balloting Agent or your Nominee for instructions;
or
(ii) Complete and sign the pre-validated ballot (as described
below) provided to you by your Nominee. Return the pre-validated ballot to the
Balloting Agent by the Voting Deadline using the return envelope provided.
Any ballot returned to a Nominee by a beneficial owner will not be counted for
purposes of acceptance or rejection of the Plan until such Nominee properly
completes and delivers to the Balloting Agent that ballot or a master ballot
that reflects the vote of such beneficial owner.
If any beneficial owner owns Old Notes through more than one Nominee, such
beneficial owner may receive multiple mailings containing the ballots. The
beneficial owner should execute a separate ballot for each block of Old Notes
that it holds through any particular
15
Nominee and return each ballot to the respective Nominee in the return envelope
provided therewith. Beneficial owners who execute multiple ballots with respect
to Old Notes held through more than one Nominee must indicate on each ballot the
names of ALL such other Nominees and the additional amounts of such Old Notes so
held and voted. If a beneficial owner holds a portion of the Old Notes through a
Nominee and another portion as a record holder, the beneficial owner should
follow the procedures described in the first paragraph above to vote the portion
held of record and the procedures described in the second paragraph above to
vote the portion held through a Nominee or Nominees.
2. NOMINEES
A Nominee that on the Record Date is the registered holder of Old Notes for a
beneficial owner can obtain the votes of the beneficial owners of such Old
Notes, consistent with customary practices for obtaining the votes of securities
held in "street name," in one of the following two ways:
(i) Pre-Validated Ballots. The Nominee may "pre-validate" a ballot
by (1) signing the ballot; (2) indicating on the ballot the name of the
registered Holder, the amount of Old Notes held by the Nominee for the
beneficial owner, and the account numbers for the accounts in which such Old
Notes are held by the Nominee; and (3) forwarding such ballot, together with the
Disclosure Statement, return envelope and other materials requested to be
forwarded, to the beneficial owner for voting. The beneficial owner must then
complete the information requested in the ballot; review the certifications
contained in the ballot, and return the ballot directly to the Balloting Agent
in the pre-addressed, postage-paid envelope so that it is RECEIVED by the
Balloting Agent before the Voting Deadline. A list of the beneficial owners to
whom "pre-validated" ballots were delivered should be maintained by Nominees for
inspection for at least one year from the Voting Deadline; or
(ii) Master Ballots. If the Nominee elects not to prevalidate
ballots, the Nominee may obtain the votes of beneficial owners by forwarding to
the beneficial owners the unsigned ballots, together with the Disclosure
Statement, a return envelope provided by, and addressed to, the Nominee, and
other materials requested to be forwarded. Each such beneficial owner must then
indicate his/her or its vote on the ballot, complete the information requested
in the ballot, review the certifications contained in the ballot, execute the
ballot, and return the ballot to the Nominee. After collecting the ballots, the
Nominee should, in turn, complete a master ballot compiling the votes and other
information from the ballot, execute the master ballot, and deliver the master
ballot to the Balloting Agent so that it is RECEIVED by the Balloting Agent
before the Voting Deadline. All ballots returned by beneficial owners should
either be forwarded to the Balloting Agent (along with the master ballot) or
retained by Nominees for inspection for at least one year from the Voting
Deadline. EACH NOMINEE SHOULD ADVISE ITS BENEFICIAL OWNERS TO RETURN THEIR
BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE TO ALLOW IT TO
PREPARE AND RETURN THE MASTER BALLOT TO THE BALLOTING AGENT SO THAT IT IS
RECEIVED BY THE BALLOTING AGENT BEFORE THE VOTING DEADLINE.
16
3. MISCELLANEOUS
For purposes of voting to accept or reject the Plan, the beneficial owners of
Old Notes will be deemed to be the "Holders" of the Claims represented by such
Old Notes. Unless otherwise ordered by the Bankruptcy Court, ballots or master
ballots that are signed, dated and timely received, but on which a vote to
accept or reject the Plan has not been indicated, will not be counted. The
Debtors, in their sole discretion, may request that the Balloting Agent attempt
to contact such voters to cure any such defects in the ballots or master
ballots.
Except as provided below, unless the ballot or master ballot is timely submitted
to the Balloting Agent before the Voting Deadline together with any other
documents required by such ballot or master ballot, the Debtors may, in their
sole discretion, reject such ballot or master ballot as invalid, and therefore
decline to utilize it in connection with seeking Confirmation of the Plan.
In the event of a dispute with respect to any Old Note Claim, any vote to accept
or reject the Plan cast with respect to such Claim will not be counted for
purposes of determining whether the Plan has been accepted or rejected, unless
the Bankruptcy Court orders otherwise.
D. INQUIRIES
If you have questions about the procedures for voting your Claim, or the packet
of materials that you received, please contact the Balloting Agent as set forth
above.
If you have questions about the amount of your Claim, please contact Venture
Holdings Company LLC, 6555 15 Mile Road, Sterling Heights, Michigan 48312, Attn:
Bankruptcy Claims, or by telephone at (586) 276-1733.
If you wish to obtain additional copies of the Plan, this Disclosure Statement,
or the Exhibits to those documents at your own expense, unless otherwise
specifically required by Bankruptcy Rule 3017(d), please contact the Balloting
Agent.
FOR FURTHER INFORMATION AND INSTRUCTION ON VOTING TO ACCEPT OR REJECT THE PLAN,
SEE SECTION XII OF THIS DISCLOSURE STATEMENT.
E. ACCEPTANCE
The Bankruptcy Code defines acceptance of a plan by an impaired class of claims
as acceptance by the holders of at least two-thirds (2/3) in dollar amount and
more than one-half (1/2) in number of the allowed claims of that class which
actually timely and properly cast ballots.
Unless a Triggering Event shall have occurred, Creditors in Classes 6 and 7 will
be treated as Class 5 creditors. Therefore, Holders of Claims in Class 6 and
Class 7 shall be entitled to vote in such classes and also in Class 5. Under the
Plan, in the event that any
17
of Classes 5 (General Unsecured Claims), 6 (Vendor Support Claims) or 7
(Unsecured Convenience Claims) do not accept the Plan, the Debtors reserve the
right to (a) modify the Plan in accordance with its terms and the Contribution
Agreement, and (b) request that the Court confirm the Plan in accordance with
Section 1129(b) of the Bankruptcy Code, notwithstanding such lack of acceptance,
by a finding that the Plan provides fair and equitable treatment to any Impaired
Class of Claims voting to reject the Plan.
F. CONDITIONS TO CONFIRMATION OF THE PLAN AND EFFECTIVENESS OF THE PLAN
1. Conditions Precedent to Confirmation of the Plan
The following must occur on or before Confirmation:
- the Court shall approve this Disclosure Statement;
- the Confirmation Order shall be in form and substance as
provided for in the Contribution Agreement;
- the Contribution Agreement shall be in full force and effect
without modification except as permitted; and
- The Settlement Agreement shall have been approved.
2. Conditions Precedent to Effectiveness of the Plan
Notwithstanding any other provision of the Plan or the Confirmation Order, the
Effective Date of the Plan shall not occur, and the Plan shall not be binding on
any party, unless and until each of the following conditions has been satisfied
or waived, in accordance with Section 10.02 of the Plan, in writing by the
Debtors:
- The Confirmation Order shall have been entered and shall not
have been vacated or stayed;
- The closing and initial funding shall have occurred under the
Exit Financing Facility and all conditions precedent to the
consummation thereof (other than the occurrence of the
Effective Date of the Plan) shall have been waived or
satisfied in accordance with the terms thereof;
- All Reorganization Documents shall have been executed, as
necessary, and delivered and all conditions precedent thereto
shall have been satisfied or waived;
- All other actions, documents and agreements necessary to
implement the Plan as of the Effective Date shall have been
executed, as necessary, and delivered and all conditions
precedent thereto shall have been satisfied or waived;
18
- The Contribution Agreement shall be in full force and effect
and no party thereto shall be in breach or default of the
terms thereof and the transactions contemplated thereby shall
have been consummated;
- The Steering Committee, Winget, Venture Delaware, and the
Pre-Petition Agent shall have approved the terms of the
Employment Agreements between Venture Delaware and the CEO,
CFO and other officers to be employed by Venture Delaware
after the Effective Date;
- The Debtors shall have sufficient cash to make Distributions
under the Plan on the Effective Date, including, but not
limited to, requisite cash payments to the Pre-Petition
Lenders and the Holders of the DIP Facility Claim;
- The Oversight Committee shall have been formed;
- The Creditors' Trust shall have been established and be
functioning;
- The Warrant Valuation Procedures shall be approved by the
Bankruptcy Court; and
- The Settlement Agreement shall have been approved by the
Bankruptcy Court and the transactions contemplated thereby,
including the execution and delivery of all necessary
documentation, shall have been consummated.
The Debtors may (with the consent of Winget, the Steering Committee and, subject
to a Qualified Finding, the Creditors' Committee), but shall have no obligation
to, waive any of the foregoing conditions without notice and without leave of or
order of the Bankruptcy Court. To be effective, any such waiver shall be in
writing and signed by the Debtors, or shall be a stipulation on the record in
the Case of which a transcript is made.
In the event that one or more of the conditions precedent to the effectiveness
of the Plan has not occurred or is not waived by the Debtors on or before the
date one hundred twenty (120) days after the Confirmation Date, then upon notice
by the Debtors to the Court, the following events shall occur:
- the Confirmation Order shall be vacated;
- no Distributions shall be made under the Plan;
- the Debtors and Holders of all Claims and Interests shall be
restored to the status quo ante as of the day immediately
preceding the Confirmation Date, as though Confirmation never
occurred;
19
- the parties' respective obligations with respect to the Claims
and Interests shall remain unchanged and nothing in the Plan
shall be deemed to be a waiver or release of Claims or
Interests by or against the Debtor or any other person; and
- the preclusive provisions of the Plan shall not be deemed
effective.
G. MODIFICATION OF THE PLAN
The Debtors reserve the right, in accordance with Section 1127(b) of the
Bankruptcy Code and Article 12 and Section 14.05 of the Plan, to amend or modify
the Plan at any time before Confirmation, subject to any limitations in the
Contribution Agreement. After the entry of the Confirmation Order, the Debtors
may, subject to (i) the prior consent of the Steering Committee and, subject to
a Qualified Finding, the Creditors' Committee, and (ii) any limitations in the
Contribution Agreement and upon order of the Bankruptcy Court, amend or modify
the Plan in accordance with Section 1127(b) of the Bankruptcy Code, or remedy
any defect or omission or reconcile any inconsistency in the Plan in such manner
as may be necessary to carry out the purpose and intent of the Plan.
The Debtors reserve the right, in accordance with Article 12 and Section 5.10 of
the Plan, to amend the Plan in connection with a request by the Debtors made
pursuant to Section 1129(b) of the Bankruptcy Code that the Court confirm the
Plan notwithstanding the rejection of the Plan by one or more Classes of
Impaired Claims. If one or more of the Classes of Impaired Claims rejects the
Plan, the Debtor may file a request for Confirmation together with amendments,
modifications or revisions to the Plan to (1) assure the Court that the Plan
does not discriminate unfairly, and is fair and equitable with respect to the
Classes rejecting the Plan, and (2) provide the treatment necessary to satisfy
the requirements of Section 1129(a) and (b) of the Bankruptcy Code with respect
to (i) the rejecting Classes and (ii) any other Classes adversely affected by
those modifications, if any.
Modification of the Plan may allow Winget to terminate the Contribution
Agreement if such modification is materially adverse to Winget and the other
Transferors or Transferred Assets (as defined in the Contribution Agreement)
taken as a whole.
H. EFFECT OF CONFIRMATION
If the Plan is confirmed by the Bankruptcy Court:
1. The terms of the Plan shall be binding on the Debtors, all
Creditors, Holders of Interests, and other parties in
interest, regardless of whether they have accepted the Plan.
2. Except as provided in the Plan:
a. All Claims and Interests will be discharged; and
20
b. Creditors and Holders of Interests will be prohibited
from asserting their Claims against or Interests in the
Debtors or their assets, or against Venture Delaware or
any of the Reorganized Debtors.
I. REVOCATION OF THE PLAN
The Debtors, with the consent of the Steering Committee, and Winget, reserve the
right, subject to Section 14.02 of the Plan, to revoke and withdraw the Plan
prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan,
then, the Plan shall be deemed null and void, and in such event, nothing
contained herein or in the Plan shall be deemed to constitute a waiver or
release of any Claims by or against, or Interests in, the Debtors or any other
person or prejudice in any manner the rights of the Debtors or any other person
in the Case or in any other further proceedings involving the Debtors.
III. BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF
BANKRUPTCY PROCEEDINGS
The Debtors' filing for bankruptcy resulted primarily from cash-flow and
liquidity problems in the Debtors' operations due, in significant part, to the
cessation of the flow of funds from Venture Germany GmbH, Venture Verwaltungs
GmbH, Venture Beteiligungs GmbH, Peguform GmbH & Co. KG ("Peguform") and their
respective subsidiaries (collectively, the "German Subsidiaries") resulting from
the insolvency proceedings relating to such subsidiaries, as described below.
A. GERMAN INSOLVENCY
On May 28, 1999, Venture Europe, Inc., through its direct and indirect
subsidiaries, Venture Germany GmbH, Venture Verwaltgungs GmbH and Venture
Beteillgungs GmbH, acquired Peguform (which was subsequently restructured) and
its subsidiaries, a leading international designer and manufacturer of complete
interior modules, door panels and dashboards, and exterior modules and other
structural plastic body parts, including bumper fascias and hatchback doors.
Venture considered the acquisition of Peguform an attractive opportunity to meet
its OEM customers' needs by significantly increasing its global presence, a key
element of its business strategy. Venture Germany GmbH indirectly owns the stock
of Venture subsidiaries in Mexico and Spain, and, prior to the French
Continuation Plan, Peguform France.
On May 28, 2002, the German Subsidiaries, through their managing directors,
filed for the appointment of a temporary administrator to investigate the
necessity of insolvency proceedings in accordance with German law. The filing
was submitted by certain of the German managing directors (including Messrs.
Axel Schule and Moritz Gerig) and European managing directors (including Messrs.
Jose Marie Robert and Pavel Neuman) of the German Subsidiaries without
consultation or approval by the non-German representatives of Venture (including
Messrs. Joseph Winget, Michael Torakis, and Tom Gougherty) on the management
boards of these companies or the shareholders of these companies (including
Winget). The German insolvency court appointed Dr. Wellensiek
21
as temporary administrator (the "German Administrator") to assess the financial
situation of the German Subsidiaries and to determine whether formal insolvency
proceedings were necessary for each of them. Although the institution of the
preliminary insolvency proceedings involving the German Subsidiaries arguably
constituted an event of default under the Existing Bank Facility, the Old Senior
Notes Indentures and the Old Subordinated Notes Indenture, the Pre-Petition
Lenders under the Existing Bank Facility and holders of Old Notes waived their
right to declare an event of default as a result of the filing.
On or about July 10, 2002, the Debtors solicited the consent of the Holders of
the Old Notes to adopt the following amendments to the Old Senior Note
Indentures and Old Subordinated Notes Indenture:
- to permit the incurrence of indebtedness by the German
Administrator with respect to certain foreign subsidiaries of
Venture and granting of liens on certain assets in connection
with the preliminary insolvency proceedings in Germany, in
each case without the approval of Venture and the co-issuers
of the Old Senior Note Indentures and Old Subordinated Note
Indentures;
- allow for the refinancing of such indebtedness, including any
required consensual restrictions on dividend payments;
- provide for an extension of financial reporting obligations
with respect to the fiscal quarter ended June 30, 2002 because
of the possible inability of Venture and the co-issuers of the
Old Notes to obtain the required financial information from
the German Subsidiaries due to the preliminary insolvency
proceedings affecting the German Subsidiaries;
- provide for an extension of any applicable cure period with
respect to the preliminary insolvency proceedings in Germany;
- allow for the assumption of indebtedness by Venture and the
co-issuers of the Old Senior Note Indentures and the Old
Subordinated Note Indentures in connection with any
contribution of certain assets or businesses to Venture,
Winget and/or the Winget Affiliates; and
- allow for the incurrence of additional indebtedness under the
Existing Bank Facility to reacquire the German Subsidiaries
under certain circumstances.
In August 2002, the German Administrator reported that he had received a report
from his financial advisors indicating that each of the German Subsidiaries was
insolvent under German law. From this report, it was possible for Venture to
determine the amount of funds that would be required, immediately and over time,
to "cure" the insolvency by
22
paying or providing for the payment of all pre-insolvency and post-insolvency
claims against the German Subsidiaries. Venture believed it could finance the
requisite amount and commenced negotiations with its lenders to do so. The
German Administrator arranged for an extension of the preliminary proceedings
for another month, through September 30, 2002, to facilitate such financing.
However, it became apparent that the German Subsidiaries' customers were not
willing to support such a financing unless it addressed adequately (in their
view) the German Subsidiaries' need for capital to support future product
development and working capital, an amount over and above the capital required
to exit the preliminary proceedings. In September 2002, a tentative agreement
was reached with certain customers and the Debtors sought to raise $250 million
to exit the preliminary proceedings and to provide for such future capital
needs. While certain of the Debtors' lenders were willing to provide such
financing on a "best efforts syndication" basis and with some due diligence on
the financial performance of German Subsidiaries, to complete these efforts,
another extension of the preliminary proceedings would have been required. The
German Administrator was unwilling or unable to seek a further extension of the
preliminary proceedings. Accordingly, after finding that the German Subsidiaries
were insolvent, the German insolvency court initiated formal insolvency
proceedings with respect to each of the German Subsidiaries on October 1, 2002
(the "German Insolvency Proceedings"). The German Administrator was appointed as
insolvency administrator and initiated a process to cause the German
Subsidiaries to be sold.
Informal indications from the German Administrator are that the circumstances of
the sale may depress the sale price for the German Subsidiaries. In addition, it
appears that the operating results of the German Subsidiaries under the
supervision of the German Administrator are less than those historically
achieved by Venture. Reduced profitability, actual or apparent, depresses the
anticipated value of the German Subsidiaries. The outcome of the German
Insolvency Proceedings in terms of timing and value to be returned to Venture
remains unclear.(6)
Peguform, by and through the German Administrator, filed a claim against the
Debtors in the Case in the amount of 238,838,384 Euros. Peguform's claim is
based upon allegedly fraudulent transfers made by Peguform to Venture. The claim
is unsecured and unliquidated. This claim has subsequently been withdrawn
following attempts to discover information from the claimant by the Debtors in
connection with an objection to the claim. Venture released certain claims that
it had against the German Administrator to enable the banks and representatives
of the Unofficial Noteholder Committee (as defined below) to obtain non-voting
seats on the Peguform Creditors' Committee.
The Debtors may have claims against various individuals and entities as a result
of the filing of the German Insolvency Proceeding. Potential claims include
tortuous interference with a business relationship, civil conspiracy, and
violations of U.S. antitrust
- -----------------
(6) For purposes of calculating the estimated recovery to the Holders of
Class 5 Claims, the Company has assumed there would be no net proceeds received
from a sale of the German Subsidiaries due to insufficient knowledge of
financial results and debt incurred under the German Administrator.
23
laws. In addition, one Debtor (Venture Europe, Inc.) may have claims pursuant to
its shareholder status under German law. Such claims under German law include
infringement of a right and conduct contrary to public policy. The Debtors have
analyzed these claims and preserve them in the Plan. However, there is no
current intention to pursue them.
B. BOND DEFAULT
As a result of the informal administration proceedings and the German Insolvency
Proceedings, the flow of funds from the German Subsidiaries to the Debtors was
terminated. This cessation of funding caused cash flow and liquidity problems
for the Debtors' remaining operations. To a large extent, cash flow from the
German Subsidiaries serviced the debt obligations of Venture incurred in
connection with the acquisition of Peguform in May 1999, including the Old Notes
and the Existing Bank Facility. As a result of the termination of this source of
funds, the Debtors defaulted on interest payments on the Old Notes in December
2002 and January 2003 and are in default under the Existing Bank Facility.
During the period from May 28, 2002 to October 1, 2002, the Steering Committee
was formed to negotiate with the Debtors. The Steering Committee is represented
by Dickinson Wright PLLC and Sidley Austin Brown & Wood LLP. The Steering
Committee hired Ernst & Young Corporate Finance LLP as their financial advisors.
Similarly, an unofficial committee representing certain holders of the Old Notes
(the "Unofficial Noteholder Committee") was formed to negotiate with the
Debtors. The Unofficial Noteholder Committee was represented by Akin Gump
Strauss Hauer & Feld LLP ("Akin"). The Unofficial Noteholder Committee hired
Chanin Capital Partners ("Chanin"), which in turn hired Hawkpoint Partners
Limited ("Hawkpoint") as a consultant, as its financial advisors. The
pre-petition professional fees of both the Steering Committee and the Unofficial
Noteholder Committee were paid by the Debtors. Since April 14, 2003, when the
United States Trustee appointed the Creditors' Committee, the Debtors have not
dealt with the Unofficial Noteholder Committee, which the Debtors believe has
been disbanded. Certain members of the Unofficial Noteholder Committee and
unsecured trade creditors are now members of the Creditors' Committee. The
Creditors' Committee is represented by the Professionals that represented the
Unofficial Noteholder Committee including, without limitation, Hawkpoint,
Freshfields Bruckhaus Beringer, Chanin, and Akin, as well as Pepper Hamilton
LLP.
C. EXISTING BANK FACILITY
After intense negotiations, on October 28, 2002, Venture entered into an Eighth
Amendment to Credit Agreement (the "Eighth Amendment") with the Pre-Petition
Agent and the Pre-Petition Lenders under the Existing Bank Facility, which, in
substance, is a forbearance agreement that permitted Venture and the other
Debtors to attempt to restructure their debt by April 15, 2003. As part of the
Eighth Amendment, Winget granted the Pre-Petition Lenders Liens on the stock and
assets of certain of the Winget Affiliates and their assets. A chart summarizing
such Liens is attached hereto as Exhibit I. For additional discussion, SEE
SECTION IV - "OPERATIONS OF THE DEBTORS"
24
- -The Principals of the Debtors - Legal Relationships of Winget to the Debtors
and SECTION V - "THE DEBTORS' DEBT OBLIGATIONS" - Existing Bank Facility."
D. FRENCH INSOLVENCY
As a result of the initiation of the Germany Insolvency Proceedings and the
resulting freezing of the German Subsidiaries' pre-petition trade claims,
Venture's French subsidiary, Peguform France S.A. ("Peguform France") was unable
to collect its pre-petition receivables from the German Subsidiaries. Therefore,
Peguform France suffered a liquidity crisis resulting in its voluntary filing
for insolvency under French law. The Debtors were able, with the assistance of
certain Transferred Winget Entities, to propose a recovery plan for Peguform
France acceptable to the French Administrator supervising the French insolvency
proceedings. In order to preserve the value associated with Peguform France, the
Debtors acquired the stock of Peguform France from the German Administrator for
$1.00 plus certain additional contingent amounts if the stock or assets of
Peguform France are sold within five years. Winget and certain of the
Transferred Winget Entities contributed 10 million Euros as part of a
continuation plan (the "Continuation Plan") which returned the value and control
of Peguform France to the Debtors. In addition, pursuant to the Continuation
Plan, certain Winget Affiliates located in South Africa and Australia agreed to
provide additional financial support to Peguform France, if required, in the
aggregate amount of up to 17 million Euros under certain circumstances. The
Winget Affiliates believe that their agreements to provide financial support
expired on December 31, 2003. After the Continuation Plan was approved by the
French Court, Winget funded an additional amount of approximately 1 million
Euros to address certain liquidity issues at Peguform France.
IV. OPERATIONS OF THE DEBTORS
A. CORPORATE STRUCTURE
Venture, a Michigan limited liability company, is solely owned by the Winget
Trust, of which Winget is the sole trustee and beneficiary.
Venture owns, directly or indirectly, all of the outstanding capital stock of,
or equity interests in, each of its subsidiaries, except for joint ventures
MATRA Venture Composites and Celulosa Fabril (cefa) S.A., of which Venture is
the indirect owner of 50% of the equity interests of each. Each of the Domestic
Subsidiaries listed below is an entity organized under the laws of the State of
Michigan and each is a Debtor in the Case:
Experience Management LLC Venture Leasing Company
Vemco Leasing, Inc. Venture Industries Corporation
Vemco, Inc. Venture Holdings Corporation
Venture EU Corporation Venture Mold & Engineering
Corporation
Venture Europe, Inc. Venture Service Company
25
Venture also conducts business through its foreign affiliates, which are not
debtors in these cases (the "Foreign Affiliates"), as listed on the table and in
the organizational chart attached as Exhibit B hereto. With the exception of (a)
Venture subsidiaries that are subject to the German Insolvency Proceedings, and
(b) the Venture subsidiary in France which is operating under the Continuation
Plan under French law, none of the Venture subsidiaries incorporated outside of
the United States have commenced, or is subject to, cases under Chapter 11 of
the Bankruptcy Code or similar insolvency proceedings in any other jurisdiction.
These non-Debtor foreign subsidiaries continue to operate their businesses in
the ordinary course of business outside of any insolvency proceeding.
B. VENTURE'S BUSINESS OPERATIONS
The Debtors are collectively a worldwide full-service automotive supplier,
systems integrator and manufacturer of plastic components, modules and systems.
Venture is an industry leader in applying new design and engineering technology
to develop innovative products, create new applications and reduce product
development time. Venture ranks among the largest systems integrators and
manufacturers of interior and exterior plastic components and systems to the
North American and European automotive markets with aggregate sales of
approximately $1.0 billion for the year ended December 31, 2003, excluding
Peguform. Its principal customers include every major North American original
equipment manufacturer ("OEM"), eleven of the twelve major European OEMs,
several major Japanese OEMs and other leading direct suppliers to the OEM's
(also known as "Tier 1" suppliers). Venture maintains diversity of volume among
the various divisions of the OEMs, and is further diversified by its position as
a supplier for a number of high volume vehicle platforms manufactured by those
divisions. Venture operates 47 facilities(7) in the following 7 countries:
United States, Canada, France, Hungary, Czech Republic, United Kingdom(8), and
Netherlands. As of December 31, 2002, Venture employed, directly or indirectly,
approximately 6,078 persons worldwide, including approximately 2,440 persons in
North America and 3,638 in Europe.
For the year ending December 31, 2003, approximately 50% of Venture's
consolidated revenues were generated in North America and approximately 50% were
generated in Europe. Venture's primary North American customers are General
Motors Corporation ("GM"), DaimlerChrysler Corporation ("DaimlerChrysler") and
Ford Motor Company ("Ford"), with aggregate sales in excess of 85% of Venture's
total 2003 North American sales.
- --------------
(7) These figures include facilities and employees which are subject to
the German Insolvency Proceedings. To the extent that the German Subsidiaries
are sold, these figures will decrease.
(8) The management of Venture's subsidiary operations in the United
Kingdom, Peguform UK Limited, is expecting to wind down operations in a
consensual out of court arrangement.
26
C. INDUSTRY GROUP
The automobile industry in which Venture operates is highly cyclical, highly
dependent on consumer spending and subject to the impact of domestic and
international economic conditions. In addition, automotive production and sales
can be affected by labor relations issues, regulatory requirements, trade
agreements and other factors. Venture is, and assuming Confirmation of the Plan,
will continue to be, substantially leveraged. An economic recession generally
will affect substantially leveraged companies more than similarly situated
companies with less leverage. The automotive component supply industry is also
highly fragmented and highly competitive. Venture's ability to compete is
dependent upon successful implementation of its current and future business
strategies, its ability to successfully adopt new strategies in response to
changes in the marketplace, and its ability to successfully reorganize under the
Case. Further, the automotive industry is characterized by a small number of
OEMs that are able to exert considerable pressure on a larger number of smaller
component suppliers to reduce costs and to improve quality. OEMs generally
demand and receive price reductions and measurable increases in quality by
implementing competitive selection processes, rating programs and various other
arrangements with Tier 1 suppliers such as Venture. Also, through increased
partnering on platform work, OEMs generally require component suppliers to
provide more design and engineering input at earlier stages of the product
development process, the current cost of which, in many cases, must be absorbed
by the suppliers. Like other Tier 1 suppliers, Venture principally competes for
new business both at the beginning of the development of new OEM models and upon
the redesign of existing models by its major customers. New model development
generally begins two to four years prior to the marketing of such models to the
public by the OEMs. Although Venture has been successful in obtaining
significant new business on new models, there can be no assurance that Venture
will continue to be able to obtain such new business.
D. PROPERTIES
Venture's executive offices are located in Sterling Heights, Michigan, and
Venture operates 47 facilities throughout the world. Venture's operations in the
United States and Canada occupy approximately 3,519,702 square feet
(approximately 1,878,500 square feet of which represents leased facilities) in
facilities located in Michigan, Kentucky, New Hampshire, Ohio, Indiana and
Ontario, Canada. Its operations outside of the United States and Canada occupy
1,419,977 square feet (242,435 square feet of which represents leased
facilities) in facilities located in Czech Republic, France, Hungary,
Netherlands and the United Kingdom.(9) The utilization and capacity of Venture's
facilities fluctuates based upon current economics, customer demands and the mix
of components it produces and the vehicle models for which it is producing the
components. Venture believes that substantially all of its property and
equipment is in good condition and that it has sufficient capacity to meet its
current manufacturing and distribution needs through the 2005 model year.
- --------------
(9) These figures do not include facilities which are subject to the
German Insolvency Proceedings.
27
A list of Venture's major facilities is set forth on Exhibit C attached hereto.
E. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEBTORS
Ray C. Campbell, John C. Stiska, Joseph Day, J. Michael Moore and E. Talbot
Briddell serve on the Board of Managers of Venture. Ray C. Campbell, John C.
Stiska, Joseph Day and J. Michael Moore are the directors of each Domestic
Subsidiary(10). Dr. John Goode is a former manager of Venture and a director of
each Domestic Subsidiary, having resigned in October 2003. Larry J. Winget
resigned effective May 13, 2004 as a director or manager of each Domestic
Subsidiary, subject to a separation agreement for which the Debtors will seek
Court approval. If the Plan is confirmed, the Board of Venture Delaware will
initially be seven managers. Holders of Common Membership Interests will
designate three directors, one of whom will be Mr. Winget, who will act as
Chairman of the Board. To the extent that the Creditors' Warrant is exercised,
and to the extent of dilution as a result of the Warrant Valuation Procedures,
the identities of the directors designated by the Holders of Common Membership
Interests may change. The Holders of Preferred Membership Interests will have
three representatives on the Board. The Chief Executive Officer of Venture
Delaware will also serve on the Board. With the exception of Larry Winget and
the Chief Executive Officer, all of the directors will be non-employee directors
and will be designated as "independent" directors (or managers, as the case may
be), as such term is defined by the rules of the NASDAQ National Market, as
amended from time to time. SEE SECTION IX - "IMPLEMENTATION OF THE PLAN - Means
for Execution of the Plan - Corporate Governance" for more details.
The current executive officers of the Debtors are as follows(11):
Horst Geldmacher CEO-Designate of Venture and CEO of
European Operations. Venture is seeking
authorization from the federal
government to employ Mr. Geldmacher, a
foreign national, as its Chief Executive
Officer.
William Hofmann Chief Operating Officer
Kenneth Anderson Chief Financial Officer
Conway MacKenzie & Dunleavy Chief Restructuring Officer
David Barnes Vice President and General Counsel
- -----------------
(10) Experience Management LLC is a limited liability company, but has a
board of managers similar to a board of directors of a corporation.
(11) James E. Butler, Jr. resigned his position as Executive Vice
President, Chief Financial Officer, Secretary and Treasurer of Venture and each
of the Domestic Subsidiaries on or about November 19, 2003. As of the date of
this Disclosure Statement, his positions as Executive Vice President and
Treasurer have not been filled.
28
Venture, with the agreement of the Steering Committee and Winget, as required by
the Contribution Agreement, is taking steps to seek authorization from the
federal government to employ Mr. Geldmacher in the United States as its Chief
Executive Officer. As part of this proceeding, Venture has gathered some of the
necessary documentation and is in the process of gathering other information to
support a temporary employment authorization petition to the United States
Citizenship and Immigration Services. The employment of Mr. Geldmacher is also a
requirement under the Debtors' DIP Facility. See Section VII -- "SIGNIFICANT
POST-PETITION ACTIONS -- Debtor-in-Possession Financing."
Further information with respect to the officers and directors of the Debtors is
provided in Section F below.
F. THE PRINCIPALS OF THE DEBTORS
1. BACKGROUND OF DIRECTORS AND EXECUTIVE OFFICERS
KENNETH E. ANDERSON - age 60, was appointed Chief Financial Officer of Venture
in November 2003. Mr. Anderson most recently served as Executive Vice President
of Finance, Administration and Procurement of Freudenberg-NOK until his recent
planned retirement. Prior to joining Freudenberg-NOK in 1989, Mr. Anderson
served as Vice President of Finance for Dexter Corp.'s Specialty Materials and
Engineered Plastics Group from 1984-1989. Prior thereto, Mr. Anderson's
positions included Vice President of Finance and Treasurer of Grinnell Fire
Protection Systems, Corporate Controller at Brown & Sharpe Manufacturing
Company, and as an audit manager at Coopers & Lybrand. Mr. Anderson currently
serves as a member of the Financial Executive Institute, the American Institute
of Certified Public Accountants, the Director Advisory Board of Peterson Spring
Company, the Automotive Best Practices Advisory Council and the Board of
Directors of the German American Chamber of Commerce. Mr. Anderson was named a
finalist in 2000 for CFO Magazine's Excellence Award for Best Practices in
Finance and Risk Management.
DAVID BARNES - In January, 2004, Mr. Barnes was appointed General Counsel and
Vice President of Venture Holdings. Prior to joining the company, he was Of
Counsel to the law firm Dykema Gossett (Detroit) from November 2001 to January
2004. Prior to joining Dykema Gossett, Mr. Barnes was e-Commerce Business
Development Manager for Ford Motor Company from May 2000 to November 2001, and
prior to that, he was a partner in the Detroit law firm Honigman Miller Schwartz
and Cohn, where he worked from September 1995 to May 2000. Mr. Barnes has also
held various positions in sales, finance and business development with both
Hewlett-Packard Company and Titan Computer Systems. He received his Juris Doctor
(summa cum laude) from the Detroit College of Law in June 1995. He also holds a
Master of Business Administration (Finance) and Master of Arts (Economics) from
Indiana University and a Bachelor of Science (Mathematics) from Purdue
University.
E. TALBOT BRIDDELL - Independent Manager or Director of each of the Debtors. Mr.
Briddell was appointed as a manager and director of the Debtors as of November
7, 2003.
29
Mr. Briddell is the President and founder of Phoenix Management Services, Inc.
and the founder of Phoenix Capital Resources. Mr. Briddell served as Chairman
and CEO of Unicapital Corporation from July 2000 until March 2002 and as
Chairman and CEO of Central Sprinkler Corporation from July 1998 until September
1999. Prior to serving in such capacities, Mr. Briddell served as CEO of
Philadelphia Gas Works, and before that as President of Sun Carriers (a
subsidiary of Sun Oil Company). Mr. Briddell's professional affiliations have
also included serving as Chairman of the Board of Child Psychiatry Center in
Philadelphia, Lloyds Electronics and First Stop (a manufacturer of brake parts),
and as a director of St. Christopher's Hospital for Children, Peers & Company
and the University of Pennsylvania's College of Engineering and Applied Science.
Mr. Briddell is currently a member of the Turnaround Management Association and
the American Institute of Chemical Engineers.
RAY C. CAMPBELL - age 61, Independent Manager or Director of each of the
Debtors. Mr. Campbell was appointed as a manager and director of the Debtors in
November 2002. Mr. Campbell, former Vice President of Global Purchasing for
Delphi Automotive Systems and a member of the Delphi Strategy Board, retired
from Delphi in April 2002. He also served as Executive Director of Worldwide
Purchasing for Delphi. Before joining Delphi, Mr. Campbell held various
management positions at General Motors, including Executive Director of
Worldwide Purchasing, strategic and metallic activities and Worldwide
Purchasing, Quality/Supplier Development.
JOSEPH DAY - age 58, Manager or Director of each of the Debtors. Mr. Day was
appointed as a manager and director of the Debtors in January, 2003. Mr. Day
replaced Winget as Chief Executive Officer of the Debtors in March 2003 and
resigned for personal reasons on June 1, 2003. Mr. Day, former Chairman and
Chief Executive Officer of Freudenberg-NOK G.P., retired from that position in
October 2002. Mr. Day joined Freudenberg-NOK with the company's formation in
1989 as President and Chief Executive Officer. Before joining Freudenberg-NOK,
Mr. Day worked for Dexter Corp. in various management capacities and General
Electric's Plastics Business Group. Mr. Day is an active member of many local
business organizations. He was the founding Chairman and is presently an
Executive Committee member of the Original Equipment Suppliers Association, a
member of the CEO Exchange, and a member of the Board of Trustees of Beaumont
Hospital. In the past five years, Mr. Day has also been on the Boards of
Directors of Wiremold Company, Applied Extrusion Technologies and ASC, Inc. From
1984 to 2000, Mr. Day was Chairman of the Executive Committee of Wiremold
Company.
HORST GELDMACHER - Age 55, CEO-designate of Venture and CEO of European
Operations. Venture is seeking authorization from the federal government to
employ Mr. Geldmacher in the United States as Chief Executive Officer of
Venture. Prior to his appointment, Mr. Geldmacher served in several capacities
at Dexter Corp., a global specialty materials supplier. Mr. Geldmacher joined
the sales and marketing department of Dexter in 1982, and subsequently
progressed within Dexter to General Manager (1986), Senior Vice President of
International Operations and Overseas Business
30
Development (1987), President of Dexter Europe (1990) and Corporate Vice
President (1993).
WILLIAM G. HOFMANN - Chief Operating Officer and Vice President of Engineering
of Venture. Vice President of Venture's Interior Business Unit. Former Vice
President of Customer Business Teams and Program Manager- General Motors Large
Luxury Division Products. Former Engineering Group Manager-Instrument Panels,
Consoles, Steering Wheels and Columns, and Airbag Development for General
Motors.
J. MICHAEL MOORE - Independent Manager or Director of each of the Debtors. Mr.
Moore was appointed as a manager and director of the Debtors in December, 2002.
Mr. Moore is currently a member of the Boards of Directors of Applied Industrial
Technologies, Inc., R.L. Polk & Co., The Stroh Companies, Inc. and Grace
Hospital, where he had been the chairman. Mr. Moore also served as a member of
the Board of Advisors of Robertson Brothers Group. Mr. Moore began his career
with Detroit Ball Bearing Company in 1968 and moved through the ranks from
Advertising-Marketing Coordinator to Assistant Vice President (1972), to Vice
President (1977) then to President and Chief Executive Officer (1981). Mr. Moore
is also the former Chairman of the Board of Directors of Invetech Company, where
he is also the former CEO, Distribution Research & Education Foundation and
American Society of Employers, and the former Chairman of Detroit Branch of the
Federal Reserve Bank of Chicago and Policyholders Review Committee of Northern
Mutual Life Insurance Company.
JOHN C. STISKA - Independent Manager or Director of each of the Debtors. Mr.
Stiska was appointed as a manager and director of the Debtors in December 2002.
For the past three years, Mr. Stiska has served, and continues to serve, as a
member of the Board of Directors of JNI Corporation. From May through September
2002, Mr. Stiska was the Interim President and Chief Executive Officer of the
JNI Corporation. During the past three years Mr. Stiska also served on the Board
of Directors of two other public companies, Websense, Inc. and Verado Holdings,
Inc. (formerly FirstWorld Communications, Inc.), which filed for chapter 11
bankruptcy in 2001 and has since sold its assets and gone out of business.
Currently, Verado Holdings, Inc. and JNI Corporation are each defendants in
shareholder class action suits.
2. COMPENSATION OF THE PRINCIPALS OF THE DEBTORS
a. ANNUAL COMPENSATION
The following chart sets forth the annual salaries for 2004 of the principals of
the Debtors:
Larry J. Winget, Principal(12) $600,000
Horst Geldmacher, CEO-designate of Venture and CEO
of European Operations $550,000
- ---------------
(12) Larry J. Winget has no executive powers.
31
William G. Hofmann, Chief Operating Officer and Vice President $275,028
of Engineering of Venture. Vice President of Venture's Interior
Business Unit
Conway MacKenzie & Dunleavy, Chief Restructuring Officer ("CRO") CMD is paid hourly fees for
its services.
Ken Anderson, Chief Financial Officer $400,000
David Barnes, General Counsel $275,000
In addition, each officer other than the CRO, received a 401(k) match, term life
insurance benefits, other medical and health benefits and certain other personal
benefits. Mr. Winget has his own reverse split dollar life insurance policy.
Venture is the beneficiary on such policy, pays all premiums and is entitled to
receive the $20.0 million benefit in the event of Mr. Winget's death. However,
Mr. Winget has the right to designate the distribution of the cash surrender
value (currently approximately $.5 million) and may, prior to his death,
surrender the policy in cancellation thereof and receive the benefit of the cash
surrender value.
b. DIRECTOR COMPENSATION
The Debtors do not pay fees to their employee directors. The Debtors pay
Mr. Campbell, Mr. Moore, Mr. Day, Mr. Stiska and Mr. Briddell (and paid Dr.
Goode prior to his resignation) as non-employee directors, $30,000 quarterly,
plus reimbursements for out-of-pocket expenses, and special fees of $2,500 per
day for additional services (such as trips overseas) rendered in their capacity
as directors. For the period of time that Mr. Day was an employee director, he
did not receive fees for director services.
3. LEGAL RELATIONSHIPS OF WINGET TO THE DEBTORS
Venture maintains business relationships and engages in certain transactions
with Winget and certain companies owned or controlled by him (each a "Winget
Affiliate" and collectively, the "Winget Affiliates") along with other family
members of Winget, as outlined below. If the Plan is confirmed and the
Contribution Agreement closes, some of the Winget Affiliates are Transferred
Winget Entities or contain Transferred Assets that will be contributed to the
Debtors pursuant to the Contribution Agreement in accordance with the Plan. The
transactions among Venture and the Winget Affiliates include leases of real
estate, usage of machinery, equipment and facilities, purchases and sales of
inventory, performance of manufacturing related and administrative services
(including design work and tooling), insurance activities, and payment and
receipt of sales commissions. Certain of these transactions originated as early
as 1990.
The Debtors believe, based upon the investigations performed by Doeren Mayhew,
the Debtors' forensic accountants, that with respect to many of Venture's
business relationships and transactions with the Winget Affiliates, the Debtors
did not receive fair
32
value and/or such business relationships and transactions with the Winget
Affiliates were negotiated on terms less favorable than Venture would have
received from a non-related third party. See Section VI -- "Causes of Action --
Claims v. Winget and the Winget Affiliates." Winget and the Winget Affiliates
dispute these claims and have hired Huron Consulting to conduct an
investigation.
In connection with a Subordination Agreement dated as of June 27, 2002, Winget
and certain of the Winget Affiliates(13) (the "Subordinated Creditors") agreed
to subordinate three months of payments due from the Debtors to the Subordinated
Creditors relating to sales commissions, real estate and equipment usage and
rental fees to the obligations under the Existing Bank Facility. The
subordinated amounts, as well as certain additional amounts owing from the
Debtors to certain of the Transferred Winget Entities, remain unpaid and will be
forgiven by the Transferred Winget Entities if the Plan is confirmed and
consummated, although the Transferred Winget Entities may raise such unpaid
amounts as defenses in connection with the litigation and/or valuation of the
Extinguished Actions and the Winget Actions.
In addition, in connection with a Sixth Amendment to Credit Agreement dated June
27, 2002, Winget, the Subordinated Creditors and Deluxe Pattern Corporation
agreed to guarantee for the benefit of the Pre-Petition Lenders (a) increases in
the principal of Venture's revolving borrowings under the Existing Bank Facility
between July 2, 2002 and September 1, 2002, plus interest, and (b) interest paid
to the holders of the Old Notes between July 2, 2002 and September 1, 2002
(collectively, the "Guaranteed Obligations"). The Guaranteed Obligations were
secured by blanket personal property pledges on the assets of certain of the
Subordinated Creditors and Winget in an amount not to exceed $33.0 million.
In connection with the Eighth Amendment (as also referred to in SECTION III -
"BACKGROUND OF THE RESTRUCTURING AND EVENTS LEADING TO COMMENCEMENT OF
BANKRUPTCY PROCEEDINGS" and SECTION V - "THE DEBTORS' DEBT OBLIGATIONS -
Existing Bank Facility"), the following Winget Affiliates executed secured
guarantees of the obligations of Venture under the Existing Bank Facility:
Venture Heavy Machinery Limited Liability Company, Venture Equipment
Acquisition Company, Venture Real Estate Acquisition Company, Realven
Corporation, Deluxe Pattern Corporation, Venture Real Estate, Inc.,
Venture Automotive Corp., Farm & Country Real Estate Company and Patent
Holding Company (collectively, the "Multiparty Guarantors");
Venture Sales and Engineering Corp. ("VSE");
P.I.M. Management Company ("P.I.M."); and
- --------------
(13) Venture Heavy Machinery Limited Liability Company, Venture Equipment
Acquisition Company, Venture Real Estate Acquisition Company and Realven
Corporation.
33
Venco #1 L.L.C. ("Venco" and with the Multiparty Guarantors, VSE and
P.I.M., the "Affiliate Guarantors").
The Multiparty Guarantors guaranteed on an absolute and unconditional basis all
obligations under the Existing Bank Facility. The Multiparty Guarantors secured
their guarantee obligations by granting to the Pre-Petition Agent, for the
benefit of the Pre-Petition Lenders, security interests in and liens upon,
substantially all of the assets of each Multiparty Guarantor. Exhibit I to this
Disclosure Statement contains detail on collateral pledged by each Multiparty
Guarantor.
VSE guaranteed on an absolute and unconditional basis all obligations under the
Existing Bank Facility. VSE secured its guarantee obligations by granting to the
Pre-Petition Agent, for the benefit of the Pre-Petition Lenders, security
interests in and liens upon its sales commission agreements with Vemco, Inc.,
Venture Holdings Corporation and Venture Industries Corporation.
Venco and P.I.M. guaranteed all obligations under the Existing Bank Facility.
The Venco and P.I.M. guarantees are guarantees of collection only. P.I.M.'s
obligations under its guaranty are limited to 65% of its ownership interest in
Venture Asia Pacific (PTY) Ltd. ("Venture Asia") and Venture Holdings BV (the
holding company for Venture Otto South Africa (Pty) Ltd.) and Venco's
obligations under its guaranty are limited to 65% of its ownership interest in
Venture Asia. The P.I.M. and Venco guarantees are extinguished if the
Pre-Petition Agent receives for application against the obligations outstanding
under the Existing Bank Facility (a) $50,000,000 from the sale or financing of
Winget's Australian or South African operations or from Winget or (b)
$250,000,000 from the sale of all or part of the Peguform business.
Winget also guaranteed on a basis limited to the related equity pledge all
obligations under the Existing Bank Facility. Winget secured his guarantee
obligations by pledging 100% of his ownership interests in the Multiparty
Guarantors, and subject to certain limitations P.I.M. and Venco. The pledges may
be satisfied in the event the Pre-Petition Agent receives for application
against the obligations outstanding under the Existing Bank Facility (a)
$50,000,000 from the sale or financing of Winget's Australia or South African
operations or (b) $250,000,000 from the sale of all or part of the Peguform
business.
For additional information, SEE EXHIBIT I- SUMMARY OF LIENS OF PRE-PETITION
LENDERS ON ALL WINGET ASSETS.
Also in connection with the Eighth Amendment, the Multiparty Guarantors, VSE and
Winget agreed to subordinate certain payments due from the Debtors relating to
sales commissions, real estate and equipment usage and rental fees to the
obligors under the Existing Bank Facility. On a combined basis, those which have
accrued and are unpaid rental and usage fees (including the subordinated
amounts), exceed $32 million as of December 31, 2002. These amounts continue to
accrue, except that the sales and
34
management services contract with VSE has been rejected by the Debtors, and
Venture Real Estate Acquisition agreed to no usage fee for the Masonic facility,
other than payment of expenses, until the earlier of the Closing Date or
Termination Date under the Contribution Agreement. These amounts may be
considered in connection with the Warrant Valuation Procedures or through the
Winget Actions, as applicable.
Below is a brief description of certain Winget Affiliates, including significant
related party transactions with such affiliates, some of which have existed
since before 1990. It should be noted that pursuant to the Contribution
Agreement, Winget has agreed to contribute substantially all of the assets of
certain Winget Affiliates utilized by Venture in the conduct of its business
upon the Effective Date, to Venture Delaware. SEE SECTION IX - "IMPLEMENTATION
OF THE PLAN - Means for Execution of the Plan - Contribution of Assets." The
Transferred Winget Entities are noted below with a double asterisk. Those
entities that are both Transferred Winget Entities and which are Affiliate
Guarantors are noted below with a triple asterisk. The amounts indicated below
are estimated as of as of the dates indicated. A schedule of related party
balances, which include prepayments made to certain Winget Affiliates, is
attached as Exhibit D. Other than Patent Holding Company, M&M Flow Through
Systems, LLC, Supercart Venture Pty., Ltd., and VIC Management, LLC, the
affiliates below are defendants in the various litigation brought by the
Debtors. SEE SECTION VI. - "CAUSES OF ACTION."
1. Deluxe Pattern Corporation*** ("Deluxe") (wholly owned by Winget) -
Provides the Debtors with design, tooling, prototype, and fixture work. In 2002,
the Debtors were charged an aggregate of $16.6 million under this arrangement
and expensed $50.1 million as part of cost of product sold when tooling was
completed and sold to outside customers. At December 31, 2002, $13.6 million of
progress payments remain in tool and mold inventory as the tools are not
complete. Deluxe bought an aggregate of $0.2 million of labor and materials from
the Debtors. The Debtors believe that Deluxe currently owes Venture at least the
sum of approximately $101.8 million, primarily due to Venture's funding expenses
of Deluxe.(14) In turn, Venture collects cash on behalf of Deluxe and applies
the cash to the outstanding balance owed by Deluxe to the Debtors. The balance
owed by Deluxe to Venture should be paid over time as Venture receives payments
from customers during the production cycle of related parts, in addition to
payments from Venture's customers for tooling work performed by Deluxe. Venture
is obligated to pay Deluxe a percentage of the piece price for each part
manufactured by Venture for the duration of that part's production, reflecting
design work previously completed by Deluxe on those programs. This obligation
would have the effect of off-setting amounts owed to Venture by Deluxe.
2. Venture Real Estate, Inc.*** ("VRE") (wholly owned by Winget) -
Leases three buildings to the Debtors. The leases are terminable by VRE upon
default by the
- --------------
(14) Debtors have continued to provide funding to Deluxe post-petition
pursuant to approval of the Bankruptcy Court.
35
respective lessee. The monthly rent for each of the leases in 2002 and 2003 is
approximately $13,890, $14,410 and $21,350, respectively. Venture Mold &
Engineering and Venture Industries Corporation paid VRE approximately $0.1
million in 2002. No rent has been paid to VRE since May 2002. The amount accrued
through September 2003 is approximately $0.9 million.
3. Realven Corporation*** ("Realven") (wholly owned by Larry Winget and
his wife) - Leases the machinery and equipment located at the Harper facility to
Venture Industries Corporation on a month-to-month basis. Either party may
terminate the agreement if the other party breaches the agreement. Realven has
the right to terminate Venture Industries Corporation's rights under the lease
if it fails to use the equipment for at least 30 days in any 60 day consecutive
period and fails to pay Realven a certain amount for such period. Additionally,
Realven may terminate the agreement if an event of default, as set forth in the
agreement, occurs. The monthly usage fee for 2002 and 2003 is approximately
$58,867. Venture Industries Corporation paid Realven $0.3 million in 2002. No
usage fees have been paid to Realven since May 2002.
4. Venture Heavy Machinery Limited Liability Company*** ("Venture Heavy
Machinery") (wholly owned by Winget) - Allows Venture, Vemco, Inc. and Venture
Industries Corporation to use molding machines pursuant to usage agreements. Any
party may terminate the agreements if the other party breaches the agreement.
Venture Heavy Machinery has the right to terminate the user's right under the
agreement if it fails to use the equipment for at least 30 days in any 60 day
consecutive period and fails to pay Venture Heavy Machinery a certain amount for
such period. Additionally, Venture Heavy Machinery may terminate the agreement
upon the occurrence of an event of default, as set forth in the agreement,
occurs. The monthly usage fees for 2002 and 2003 under the agreements range from
$3,133 to $119,133. Venture and Venture Industries Corporation paid Venture
Heavy Machinery $2.2 million in 2002.
5. Venture Real Estate Acquisition Company*** ("VREA") and Venture
Equipment Acquisition Company*** ("VEAC") (each wholly owned by Winget) - Each
have usage agreements with Venture Industries Corporation for an injection
molding facility and the machinery and equipment in the facility. The monthly
rent for these agreements for 2002 and 2003 is approximately $85,500 and
$24,800, respectively. VREA also leases a small administration facility to
Venture Industries. The monthly rent for such agreement for 2002 and 2003 is
approximately $5,400. VREA has the right to terminate each agreement if the Old
Notes are fully paid, if Venture Industries fails to use the property for at
least 30 days in any 60 day consecutive period and fails to pay VREA a certain
amount for such period, or if an event of default, as set forth in each
agreement, occurs. During 2002, Venture paid these entities an aggregate of $0.6
million. No usage fees have been paid to either entity since June 2002.
Post-petition, as part of the Contribution Agreement, Debtors negotiated new
leases with VREA and VEAC which are being held in escrow under the Contribution
Agreement. Under the Contribution Agreement, VREA agreed to no usage fee for the
Masonic facility, other than payment of expenses, until the earlier of the
Closing Date or Termination Date under the Contribution Agreement. SEE SECTION
IX "IMPLEMENTATION OF THE PLAN."
36
6. Venture Automotive Corp.*** ("Venture Automotive") (wholly owned by
Winget) - Leases a warehouse building to Vemco, Inc. for its Grand Blanc,
Michigan facility. Either party may terminate the agreement for breach by the
other party. Venture Automotive has the right to terminate the agreement if
Vemco, Inc. fails to use the property for at least 30 days in any 60 day
consecutive period and fails to pay Venture Automotive a certain amount for such
period, or if an event of default, as set forth in the agreement, occurs. The
monthly rent for 2002 and 2003 is approximately $167,100. Vemco, Inc. paid
Venture Automotive $1.4 million in rent in 2002. No rent has been paid to
Venture Automotive since December 2002.
7. Farm and Country Real Estate Company*** ("Farm and Country") (wholly
owned by Winget) - Leases to Vemco, Inc. approximately 84 acres of undeveloped
land adjacent to its Grand Blanc, Michigan facility for buffering adjacent land.
The monthly rent for 2002 and 2003 is approximately $16,100. Rent paid in 2002
was $0.1 million. No rent has been paid to Farm and Country Real Estate Company
since May 2002.
8. Patent Holding Company*** ("Patent Holding") (wholly owned by
Winget) - Granted non-exclusive, royalty free licenses to Venture Industries
Corporation, Vemco, Inc., Venture Mold & Engineering Corporation, Venture
Industries Canada, Ltd., Vemco Leasing, Inc., Venture Leasing Company, Venture
Service Company, Venture and the Winget Trust for certain patents issued under
applications filed by Winget, as assignee. Both the patent license and the
technology license are perpetual and allow the Venture entities to continue to
use the patents and technology, respectively, but require payment of a
reasonable royalty if Winget no longer owns 80% of Venture. Winget and certain
affiliated companies also generally permit Venture Industries Corporation,
Vemco, Inc., Venture Mold & Engineering Corporation, Venture Industries Canada,
Ltd., Vemco Leasing, Inc., Venture Leasing Company, Venture Service Company,
Venture and the Winget Trust to utilize proprietary technologies or processes
royalty-free, which are developed by Deluxe and other affiliated companies.
9. Harper Properties of Clinton Township Limited Partnership ("Harper
Properties") (the general partners are as follows: the living trust of Larry
Winget owns .05%, the living trust of Mrs. Winget owns approximately 65%, and an
affiliated company owns .05%, and the limited partners are as follows: members
of Larry Winget's family, and A. James Schutz and Michael G. Torakis, former
executive officers of Venture, each limited partner sharing equally in the
balance (each owns 5%)). - Leases the Harper facility to Venture Industries
Corporation. Prior to the Contribution Agreement, the lease was on a
month-to-month basis and could be terminated by either party by providing at
least 30 days prior notice. Since the end of the initial term of the lease,
until the Contribution Agreement, the monthly rent has been determined by the
rent during the final period of the initial term and the consumer price index,
and has been approximately $167,583 per month in 2002 and 2003. Venture
Industries Corporation paid Harper Properties $2.7 million in 2002.
Post-petition, as part of the Contribution Agreement, Debtors negotiated a new
lease with Harper Properties which is being held in escrow under the
Contribution Agreement. SEE SECTION IX - "IMPLEMENTATION OF THE PLAN." Also, as
part of the Contribution Agreement, Harper Properties agreed
37
to an initial lease rate of $100,000 per month (with expenses paid by the
Debtors), subject to adjustment when the fair market value rent is determined
pursuant to the Contribution Agreement.
10. Venture Otto South Africa (Pty) Ltd.*** ("Venture South Africa")
(indirectly wholly owned by Winget) - From 1997 to 1999, Venture Service Company
advanced $5.5 million to Venture South Africa for, among other things, capital
expenditures, which were repaid. In 2001, Peguform sold a total of $33.1 million
of raw materials to Venture South Africa, which materials were paid for at
various times. There is currently a dispute regarding the precise balance owed.
Venture South Africa's recent settlement with Peguform reflects an undisputed
balance of 7.4 million Euros (which has been paid by Venture South Africa) with
the remaining balance of approximately 3.6 million Euros claimed by Peguform
remaining in dispute.
11. Venture Industries Australia Pty. Ltd.*** ("VIA") (indirectly wholly
owned by Winget) - Venture Industries Corporation and/or Venture Service
Corporation charged VIA for expenditures made on its behalf and various fees in
connection with management and product launch costs. Various Debtors have made
advances to VIA and performed tool building and design work. Debtors believe
that at December 31, 2002, VIA owed Venture Service Company approximately $18.5
million, which is being repaid under a repayment agreement entered into in June
2002 that calls for the full repayment of those obligations in quarterly
installments through December 31, 2005.
12. Nova Industries, Inc. ("Nova") and Windall Industries ("Windall")
(the controlling interest of Nova is owned by Windall Industries, which is 51%
owned by Winget and 49% owned by Mr. A. James Schutz, who is a former director
of certain of the Debtors, - Supply Venture Industries Corporation and Vemco,
Inc. with certain small parts or components of large assemblies sold to
customers. Venture Industries Corporation purchased parts from Nova worth $3.1
million in 2002 pursuant to purchase orders. Venture Industries Corporation
provides Nova with raw materials at cost. Nova purchased from Venture $0.1
million in 2002. Venture Holdings Corporation owes Nova about $2.1 million.
Venture Mold and Engineering paid Windall Industries rental fees of $0.1 million
in 2002 for use of the Almont facility owned by Windall Industries. The monthly
rent for that facility is $6,900. Windall is owed approximately $42,000 in rent
through September 2003.
13. Venture Sales and Engineering ("VS&E") (wholly owned by Winget) -
Provides sales and management services for Vemco, Inc., Venture Industries
Corporation and Venture Corporation, each of which paid a sales commission to
VS&E of 3% on all North American production sales. The monthly commissions under
these agreements, which varies since it is based on 3% of sales, is estimated to
be $1.3 million in 2002 and $1.2 million in 2003. Vemco, Inc., Venture
Industries Corporation and Venture Corporation paid VS&E a total of $3.3 million
in 2002. Pursuant to agreements entered into in 2000 and 2001, VS&E agreed to
forego approximately $2.6 million and $4.6 million in sales commissions,
respectively. Also, in exchange for forgiveness of $4.6 million of commissions
in 2001, Vemco, Inc., Venture Industries Corporation and Venture Corporation
agreed to prepay one year's sales commission and rental and usage
38
fees to VS&E by offsetting receivables owed by VS&E and other affiliates. The
Debtors and VS&E entered into a stipulated order rejecting the Debtors'
contracts with VS&E that was entered by the Court on February 9, 2004.
14. Shelby American, Inc.*** ("Shelby American") (75% owned by Venture
Nevada, Inc., which is wholly owned by Winget) - Venture Mold & Engineering
Corporation deposited approximately $26.0 million ($13.0 million for each of the
years ended December 31, 1999 and 2000) toward the purchase of vehicles to be
produced by Shelby American and resold to third parties. Pursuant to the
promissory note associated with this arrangement, Shelby American was required
to remit so-called "Progress Payments" to Venture Mold & Engineering Corporation
after each sale. As of the date of this Disclosure Statement, Venture Mold &
Engineering Corporation had not received any Progress Payments, and recorded an
impairment charge of $14.0 million in the fourth quarter of 2001, and $12.0
million in the third quarter of 2002. Carroll Shelby, the former owner of Shelby
American recently filed a complaint to appoint a receiver for Shelby American in
Nevada. As grounds for the receiver, Carroll Shelby alleges internal
disagreement with the majority shareholder, Venture Nevada, Inc. and Winget,
which has led to undercapitalization and mismanagement of Shelby American.
Shelby American, Venture Nevada, Inc. and Venture Mold & Engineering Corporation
are presently considering its response to the Complaint.
15. M&M Flow Through Systems, LLC and Linden Creek ("M&M") (owned by
Winget's son, Matt Winget) - Reworks and assists in reclaiming defective product
through purchase orders. The Debtors paid M&M $4.9 million in 2002.
16. Supercart Venture Pty., Ltd. ("Supercart") (Winget holds a 36%
interest; third parties hold a 64% interest) - Manufactures and sells plastic
shipping carts, primarily in South Africa. The Debtors designed and built
tooling at a cost of approximately $782,000 for Supercart pursuant to purchase
orders which amortized the cost of the tooling in the price of products sold.
The Debtors own or hold a security interest in the molds. The Debtors have a
supply contract to supply shopping carts to Supercart if Supercart obtains
orders large enough to be measurably valuable to the Debtors.
17. Universal Plastics Industries, Inc. d/b/a UV Automotive Group
("UVA") (Venture Universal, LLC holds a 45% interest; two third parties hold a
55% interest) - Provided certain plastic manufacturing and sub-assembly
operations to Venture Industries Corporation, and purchased from Venture
Industries Corporation certain raw materials as needed in their manufacturing
operations pursuant to purchase orders. In 2002, Venture Industries Corporation
made purchases from UVA of $5.5 million, and had raw material sales of $0.2
million. UVA lost about $1.0 million per year for each of the last four years.
UVA has asserted a pre-petition claim against the Debtors in the amount of
$102,562, filed a proof of claim asserting a total claim of approximately
$1,390,816 and a right of set-off in the amount of approximately $1,026,124.
Debtors believe that on a net basis, UVA owes $0.3 million to Debtors. UVA made
deliveries to Debtors as recently as November, 2003.
39
18. Pompo Insurance & Indemnity Company Ltd. ("Pompo") (Barbados
corporation indirectly wholly owned by Winget) - Provides the Debtors insurance
to cover certain employee medical and workers compensation claims. The aggregate
limit for losses under the workers' compensation and employer's liability
indemnity policy is $2,345,000. The aggregate limit of liability under the
excess medical reimbursement policy is $2.0 Million. The aggregate limit of
liability under the specific excess medical reimbursement policy is $865,000.
The Debtors receive a premium credit for the excess of premiums paid by them
over settlement amounts paid by Pompo. In 2002, the Debtors were charged by
Pompo $1,900,000 in premiums but utilized premium credits of $900,000, resulting
in a reduced cash payment of approximately $1,000,000. The Debtors have engaged
in settlement discussions with Pompo. As of the date of this Disclosure
Statement, a settlement has not been reached.
19. Acropolis Resort (owned by Winget and his wife) - Leased by Venture
Industries Corporation, Venture Mold & Engineering, Vemco, Inc., Deluxe Pattern
Company and Venture Automotive Corporation from time to time for use by their
employees. Venture paid Acropolis approximately $100,000 in 2002 for room usage.
20. VIC Management, LLC ("VIC") (wholly owned, indirectly, by Winget) -
In 1995, entered into an agreement, along with Venture Industries Corporation
and certain of its affiliates, guaranteeing up to $3.5 million of the
obligations of Atlantic Automotive Components, LLC to RIC Management Corp. to
facilitate VIC's acquisition of RIC Management's minority interest in Atlantic
Automotive. Deluxe agreed to fully indemnify Venture Industries Corporation,
Venture Mold & Engineering, Venture Industries Canada, Ltd., Vemco, Inc., Vemco
Leasing, Inc., Venture Leasing Company, and Venture Service Company for all
amounts paid under the guarantee. The guarantee has been reduced to about $1.2
million and the underlying loan is scheduled to be repaid off in 2004.
Therefore, Venture's obligations pursuant to the guarantee are contingent and
unliquidated.
21. Modas LLC (67% owned by Winget, through Venture-Modas LLC) -
Provides shipping containers, the maintenance of such, and transportation to
Venture pursuant to purchase orders. In 2002, Modas LLC had revenue of about
$2.0 million from Venture, at competitive rates and after meeting GM's target
price (where applicable). The Debtors are not currently doing business with
Modas LLC.
22. Golf Course Services, LLC - In 1999, Venture acquired a number of
corporate and non-resident golf licenses, for an aggregate refundable license
fee of approximately $1.5 million, for certain of its employees in a golf club
wholly owned by companies controlled by Winget. The licenses are terminable by
the club for any reason. The Debtors reimburse designated employees' annual
membership dues and other costs of approximately $0.3 million. The purpose of
the membership and dues payments is to facilitate entertainment of customers and
other business partners. Venture has ceased to fund membership dues for
employees and is seeking to terminate an unspecified number of such memberships.
40
23. Shefco (100% indirectly owned by Matt Winget, a son of Winget) -
Provides perishable factory and janitorial supplies to Venture's plants pursuant
to purchase orders which were benchmarked for competitiveness against other
unrelated suppliers. In 2002, Shefco had approximately $2.0 million in revenue
from Venture.
24. Winget Construction Services, L.L.C. ("Winget Construction")
provided construction services to several Venture affiliates for improvements to
Venture plants located in Ohio and Indiana. In addition to payments for services
rendered, Venture has made approximately 48 monthly payments to Winget
Construction, each in the amount of $6,000. Such payments appear to be solely
for Brian Winget to be "on-call" for services. The Debtors believe that such
payments are not arms-length transactions as such a fee is not standard industry
practice, and have filed an adversary proceeding against Winget Construction for
such fees.
V. THE DEBTORS' DEBT OBLIGATIONS
The Debtors' operations have been financed primarily by Venture's borrowings
under the Existing Bank Facility (as defined below), which includes a revolving
credit facility (approximately $175.0 million) and three term loans (aggregating
approximately $255.3 million). Under the Existing Bank Facility, Venture
advanced borrowed funds to the Domestic Subsidiaries and certain of the Foreign
Affiliates to provide working capital and funds for acquisitions, in particular,
the acquisition of Peguform. Venture also used the capital markets to finance
acquisitions and on-going operations and has outstanding indebtedness under the
three series of Old Notes in the aggregate principal amount of $455.0 million.
The Domestic Subsidiaries are either issuers or guarantors of the Old Notes.
A. EXISTING BANK FACILITY
Venture, as successor borrower to the Venture Holdings Trust, is a party to the
Credit Agreement dated as of May 27, 1999, as amended, with approximately 38
lenders currently (collectively, the "Pre-Petition Lenders") and Bank One, NA
(formerly known as First Chicago/NBD), as Lender and Administrative Agent (the
"Pre-Petition Agent"), providing for a commitment for a $175.0 million revolving
credit facility, $75.0 million Term Loan A, $200.0 million Term Loan B, and
$50.0 million Term Loan C (the "Existing Bank Facility"). Venture has borrowed
all available amounts under the Existing Bank Facility, including the revolving
credit facility which has outstanding approximately $172.0 million in principal
amount, which includes the issuance of letters of credit totaling approximately
$2.0 million and the Bank Pre-Petition Priority Claims of approximately $6.0
million. The outstanding principal balances of Term Loan A, Term Loan B and Term
Loan C are approximately $24.5 million, $180.8 million and $49.8 million,
respectively. The Existing Bank Facility was amended on June 4, 1999, June 29,
2000, March 29, 2002, May 20, 2002, June 4, 2002, June 27, 2002, August 30, 2002
and October 28, 2002. The amendments revised certain financial covenants and/or
other conditions and increased the commitments.
The Existing Bank Facility contains certain customary covenants, including
reporting and other affirmative covenants, financial covenants, and negative
covenants, as well as
41
customary events of default (including non-payment of principal, violation of
covenants, and cross-defaults to certain other indebtedness, including to the
Old Notes described below). Although only Venture is the borrower under the
Existing Bank Facility, the affirmative and negative covenants generally are
also applicable to those subsidiaries which have executed a guaranty of
Venture's obligations under the Existing Bank Facility, including the other
Debtors.
Each of the Domestic Subsidiaries (which are each a Debtor) has guaranteed the
obligations of Venture under the Existing Bank Facility. The obligations under
the Existing Bank Facility and the related guarantees are secured by Liens on
substantially all the assets of the Debtors, including 100% of the Capital Stock
of the Domestic Subsidiaries, Venture and each first tier Foreign Subsidiary of
the Domestic Subsidiaries (the "Pre-Petition Collateral").(15) In connection
with the Sixth Amendment and the Eighth Amendment, the Affiliate Guarantors also
guaranteed the obligations of Venture and granted Liens in their respective
assets and pledges of the stock of certain of their subsidiaries to secure their
guaranty obligations.
Pursuant to the Eighth Amendment, the Pre-Petition Agent and the Pre-Petition
Lenders waived certain existing defaults and agreed to forbear temporarily from
exercising remedies available under the Existing Bank Facility and related loan
documents in order to permit Venture to continue to develop and implement a
restructuring plan, revised business plan and financial strategy. For additional
discussion, SEE SECTION III - "BACKGROUND OF THE RESTRUCTURING AND EVENTS
LEADING TO COMMENCEMENT OF BANKRUPTCY PROCEEDINGS." For a discussion of the
treatment of the Bank Claims, SEE SECTION VIII - "SUMMARY OF THE PLAN."
B. OLD SENIOR NOTES, OLD SENIOR SUBORDINATED NOTES AND OLD NOTE
INDENTURES
Venture has used the capital markets to finance acquisitions and its on-going
operations. As a result, Venture has outstanding indebtedness under three series
of unsecured notes in the aggregate outstanding principal amount of
approximately $455.0 million, consisting of (i) $205.0 million principal
outstanding under the 9 1/2% Senior Notes issued pursuant to the Indenture
dated as of July 1, 1997, as amended, (ii) $125.0 million principal outstanding
under the 11% Senior Notes issued pursuant to the Indenture dated as of May 27,
1999, as amended (collectively, the "Old Senior Notes Indentures"), and (iii)
$125.0 million principal outstanding under the 12% Subordinated Notes issued
pursuant to the Indenture dated as of May 27, 1999, as amended (the "Old
Subordinated Notes Indenture" and, together with the Old Senior Notes
Indentures, the "Old Note Indentures"). As of the Petition Date, accrued but
unpaid interest under the Old Note Indentures is approximately $38.3 million.
- ---------------
(15) The Cash Collateral Order provides a more detailed description of the
collateral, obligations and guarantors under the Existing Bank Facility.
42
The Old Subordinated Notes are subordinate to the payment of indebtedness under
the Old Senior Notes, the Existing Bank Facility and other Senior Debt (as
defined in the Old Subordinated Notes Indenture.) The Old Note Indentures
governing the Old Notes contain certain covenants, including limitations on
indebtedness, restricted payments, distributions, sales of assets, affiliate
transactions and mergers and acquisitions. The covenants in the Old Note
Indentures restrict Venture and its subsidiaries (other than any Unrestricted
Subsidiary, as defined in the Old Note Indentures). All of the Old Notes are
unsecured.
Venture, Vemco, Inc., Vemco Leasing, Inc., Venture Industries Corporation,
Venture Corporation, Venture Leasing Company, Venture Mold & Engineering
Corporation and Venture Service Company are co-issuers (collectively, the
"Co-Issuers") of the 9-1/2% Senior Notes. Experience Management LLC, Venture EU
Corporation and Venture Europe, Inc. are guarantors of the obligations of
Venture and the Co-Issuers with respect to the 9-1/2% Senior Notes. Venture is
the issuer and each Domestic Subsidiary is a guarantor of the obligations of
Venture with respect to the 11% Senior Notes and the Old Subordinated Notes.
Pursuant to the terms of the Old Senior Notes Indentures and the Old
Subordinated Notes Indenture, holders of the Old Senior Notes have Claims that
are contractually senior to the Claims of the holders of Old Subordinated Notes.
As such, the Old Subordinated Notes are subordinated to the Old Senior Notes. In
recognition and settlement of claims relating to the contractual subordination
of the Old Subordinated Notes to the Old Senior Notes in the Old Subordinated
Notes Indenture, the holders of Old Subordinated Notes shall receive
Distributions from the Creditors' Trust equal to 10% of what they would have
otherwise received if the contractual subordination provisions contained in the
Old Subordinated Notes Indenture were not enforced; and the remaining 90% of
what they would have otherwise received if the contractual subordination
provisions contained in the Old Subordinated Notes Indenture were not enforced
shall be distributed to the holders of the Old Senior Notes only and not to any
other holder of Class 5 Claims. Subject to the foregoing, each holder of a Class
5 Claim shall be entitled to receive in full satisfaction of such Claim its
respective Pro Rata Distribution of Trust Assets from the Creditors' Trust.
VI. CAUSES OF ACTION
A. PREFERENCE CLAIMS
On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary
proceeding against thirty-one defendants, including Winget and certain Winget
Affiliates, many of whom are Creditors whom Debtors allege have preference
liability. In addition, Debtors are investigating whether the Debtors have any
additional potential Causes of Action against Creditors for preference
liability. Payments to Creditors in the 90 days prior to the Petition Date are
listed in Debtors' schedules. Payments to insiders in the one year prior to the
Petition Date are also listed in the Debtors' schedules. The majority of these
Causes of Actions are against General Unsecured Creditors in Classes 5, 6 or 7.
43
The Debtors believe a portion of these claims will be subject to valid defenses.
All preference actions will be preserved and transferred to the Creditors'
Trust.
Trade creditors may be defendants in further preference lawsuits. Bondholders
are not likely to be defendants in preference lawsuits to the extent the
bondholders did not receive preference payments.
B. CLAIMS V. WINGET AND THE WINGET AFFILIATES
As explained in Section IV, above, the Debtors have numerous relationships with
various Winget Affiliates which are not subsidiaries of Venture and are not
Debtors in the Case. These transactions include intercompany loans, leases of
property, trade activities, performance of design, tooling, engineering and
manufacturing related services, insurance activities, use of intellectual
property, leases of real property and equipment and payment and receipt of sales
commissions and management fees.
During negotiations with the Holders of the Old Notes, the Holders of the Old
Notes prior to the Petition Date raised concerns and allegations regarding
whether any of the transactions and relationships with the Winget Affiliates
give rise to viable causes of action against Winget and/or the Winget
Affiliates. Debtors and their counsel have carefully analyzed these
relationships and have concluded that certain theories of recovery have
validity.
All Causes of Action against the Transferred Winget Entities will be
extinguished as to Venture Delaware and will be transferred to the Creditors'
Warrant, which, when exercised, will dilute the interests of Winget in the
Common Membership Interests.
The benefit of the Extinguished Actions to Holders of Class 5 Claims is that
such Holders may, to the extent the value of Extinguished Actions is transferred
into stock, receive more value than they would if such Holders pursued
litigation against the Transferred Winget Entities independently. It should be
noted that, as illustrated in the chart attached as Exhibit I, which summarizes
the collateral pledged by Winget and the Winget Affiliates in connection with
the Eighth Amendment to the Existing Bank Facility, nine of the Transferred
Winget Entities most critical to the operation of the Debtors are or may be
subject to the Liens of the Pre-Petition Lenders.
The Debtors and the Creditors' Committee have commenced litigation against the
Transferred Winget Entities, among others, which will determine the value of the
Extinguished Actions in accordance with procedures to be set by the Bankruptcy
Court. All claims against Winget Affiliates that are not Transferred Winget
Entities, will be contributed to the Creditors' Trust. SEE SECTION VIII -
"SUMMARY OF THE PLAN."
Claims between the Debtors and the Retained Entities (as defined in the
Contribution Agreement), shall not be extinguished, but shall be transferred to
the Creditors' Trust. Such actions may be pursued by the Trustee of the
Creditors' Trust in the Bankruptcy Court in accordance with the terms of the
Plan.
44
1. GENERAL DISCUSSION
The following is a summary of the claims that the Debtors allegedly have
and that the Debtors and the Creditors' Committee continue to investigate or
pursue against Winget and the Winget Affiliates. The Debtors retained the firm
of Doeren Mayhew ("DM") to conduct an extensive investigation of the
relationships and transactions between the Debtors and the Winget Affiliates and
Winget, and have concluded that the Winget Affiliates and Winget bear
substantial liability to the Debtors' estates. This alleged liability stems from
substantial transfers made by the Debtors to the Winget Affiliates and/or Winget
for little or no consideration. Such transfers were made while the Debtors were
under the management and control of Winget. The Debtors and the Creditors'
Committee reserve the right to pursue additional claims against Winget and the
Winget Affiliates as they are revealed through the discovery process. Following
the general discussion of the more significant Causes of Action is a discussion
of specific Causes of Action against the Transferred Winget Entities and
Retained Entities that the Debtors believe have or may have validity. The Causes
of Action were filed outside of the Warrant Valuation Procedures described
above, and could be affected by the ultimate implementation of the Warrant
Valuation Procedures. Moreover, answers have not been filed by the Defendants in
the Causes of Action. As such, the Debtors have not been made aware of all the
defenses, if any, that Winget and/or the Winget Affiliates may have to the
Causes of Action. However, certain defenses referenced below are anticipated.
Moreover, Winget and the Winget Affiliates have filed Claims in the aggregate
exceeding $485 million against the Debtors. Such Claims may result in an offset
against the Debtors' potential recoveries in the Causes of Action. Winget and
the Winget Affiliates vigorously dispute these Causes of Action.
a. POTENTIAL FRAUDULENT CONVEYANCE
The Debtors and the Creditors' Committee have asserted that Venture may have
made transfers of money or property to one or more of the Winget Affiliates that
constitute fraudulent transfers that should be avoided pursuant to Section 544
and/or Section 548 of the Bankruptcy Code or pursuant to Michigan law.
In order to sustain an assertion that a particular transfer was a fraudulent
transfer under Section 544 and/or Section 548 of the Bankruptcy Code, generally,
and among other things, actual intent to defraud needs to be established, or it
must be established that the transfer was not made for "reasonably equivalent
value" and that (i) the transfer was made at a time when the transferor was
insolvent or that the transfer rendered the transferor insolvent, (ii) the
transfer left the transferor with an unreasonably small capital, or (iii) the
transfer was made at a time when the transferor knew or intended that it would
incur debts beyond its ability to pay as they came due. The Debtors believe that
Winget and the Winget Affiliates will dispute such assertions.
It is expected that the Winget Affiliates will assert defenses to any fraudulent
transfer claim, including arguments that, in many instances, Winget provided
reasonably
45
equivalent value for the transfers or that the Debtors were not insolvent,
under-capitalized or unable to pay debts as due at the time of the challenged
transfers.
b. SUBSTANTIVE CONSOLIDATION / ALTER EGO
A second challenge made by the Debtors and the Creditors' Committee is that
Venture is entitled to ownership of the Winget Affiliates on the theories of
substantive consolidation or alter ego. In particular, it is urged that the
separate corporate entities of Venture and certain of the Winget Affiliates
should be disregarded pursuant to "alter ego" and/or "piercing of the corporate
veil" theories, thereby resulting in a pooling of their assets for the benefit
of all Creditors. Because the legal standards for invoking these doctrines are
very similar, they are discussed in this Disclosure Statement under the
description of "substantive consolidation."
Generally, substantive consolidation of the estates of multiple debtors and
non-debtors in a bankruptcy case effectively combines the assets and liabilities
of the multiple debtors and non-debtors for certain purposes under a plan of
reorganization. The effect of substantive consolidation is the pooling of the
assets of, and claims against, the consolidated debtors; satisfying liabilities
from a common fund; and combining the creditors of the debtors for purposes of
receiving distributions under reorganization plans. The authority of a
bankruptcy court to order substantive consolidation is found by most courts to
be derived from its general equitable powers under Section 105(a) of the
Bankruptcy Code, which provides that the court may issue orders necessary to
carry out the provisions of the Bankruptcy Code. In addition, courts have found
that statutory authority exists for the approval of substantive consolidation as
part of a plan of reorganization under the terms of Section 1123(a)(5)(C) of the
Bankruptcy Code. However, there are no statutorily prescribed standards setting
forth the parameters for when substantive consolidation is appropriate. Instead,
judicially developed standards control whether substantive consolidation would
be granted in any given case.
Thus, the propriety of substantive consolidation must be evaluated on a case by
case basis, based upon the particular facts and circumstances. The extensive
list of elements and factors frequently cited and relied upon by courts in
determining the propriety of substantive consolidation may be viewed as variants
on two critical factors, namely, (i) whether creditors dealt with the entities
as a single economic unit and did not rely on their separate identity in
extending credit, and (ii) whether the affairs of the debtors are so entangled
that consolidation will benefit all creditors. Some courts have viewed these
elements and factors as useful in deciding whether there is a substantial
identity between the entities to be consolidated and whether consolidation is
necessary to avoid some harm or to realize some benefit.
Although the arguments as to each Winget Affiliate would be specific to that
entity, in applying the foregoing principles, the Debtors and the Creditors'
Committee have asserted certain arguments based upon the commonality of
ownership and management of the Winget Affiliates and Venture, and certain
common services provided to the Winget Affiliates and Venture. It is also true
that the Winget Affiliates hold certain assets important for the operations of
Venture. Moreover, in many instances, the Winget
46
Affiliates do not do business with any entities except other the Winget
Affiliates and Venture.
It is expected that the Winget Affiliates may assert defenses to the actions
described above, in part because certain of the Winget Affiliates maintain
separate cash management systems, have separate officers and directors, maintain
separate financial reporting systems and have assets and liabilities and
creditors that are identifiable as separate from those of Venture, particularly
with respect to the Winget Affiliates located in Australia and South Africa. In
addition, the Winget Affiliates will assert that the Holders of the Old Notes
(and other Creditors) were aware of the Winget Affiliates and the nature of the
transactions between the Winget Affiliates and Venture, and did not rely on the
Winget Affiliate assets when extending credit to Venture. The offering
statements pursuant to which the Old Notes were offered and the 10-K and
Venture's filings under the Securities Exchange Act of 1934, as amended,
described the principal terms of some or all of the transactions between Venture
and the Winget Affiliates, most of which existed prior to the issuance of the
Old Notes. The Creditors' Committee disputes that the transactions between
Venture and the Winget Affiliates were adequately disclosed and were material
misstatements and/or omissions in the above public filings.
c. DEBT OWED BY AFFILIATES AND OTHERS
As discussed in Section IV above, certain Winget Affiliates and other third
parties owe certain monies to Venture. In the Debtors' view, these include the
amounts identified in the Adversary Proceeding No. 04-4373 ("the Winget
Adversary Proceeding"), indicated below in Section 3(a) and (b).
In addition to the amounts indicated therein, approximately $101.8 million is
owed by Deluxe to Venture. See Exhibit D attached hereto. The balance owed by
Deluxe is in connection with Venture's funding of Deluxe's design work, tooling
and other services performed on Venture programs and is scheduled to be repaid
over time as Venture receives payment from its customers. Thus, under the
structure currently in place, the balance owed by Deluxe to Venture may decrease
over time as those payments are repaid or offset.
Another significant intercompany receivable is the approximately $26.0 million
secured obligation owed by Shelby American (Shelby American also owes a
significant balance to Deluxe, which is, indirectly, the cause of part of the
balance Deluxe owes to Venture). This debt was on Venture's books as a deposit
on vehicles which would then be resold by Venture. Unfortunately, Shelby
American has been unable to complete manufacturing of the vehicles and has other
difficulties that make recovery of all but a small portion of the entire debt
extremely unlikely. In particular, Shelby American has regulatory issues that
must be resolved for manufacturing of certain products to be re-commenced,
Shelby is short of funds, and significant licensing rights of Shelby American
have been terminated for non-payment. Moreover, Carroll Shelby, the sole officer
and director of Shelby American, has filed a complaint in Nevada state court
seeking the appointment of a receiver for Shelby American.
47
The investment in Shelby American was an attempt by Venture to showcase
Venture's ability to act as a systems integrator. This has been useful in later
marketing efforts with key customers of Venture, which Venture believed led to
awards of new business by the OEMs. Unfortunately, the investment in Shelby
American did not prove profitable. To secure its investment, Venture obtained a
security interest in certain assets of Shelby American, although the value of
such assets was expected to be minimal in relation to the amount of debt
secured. Venture sought to collect the Shelby American debt through foreclosure
of its collateral. In December 2003, in a foreclosure sale, Venture sold certain
of such collateral back to Shelby for $1.2 million to be paid in forty (40)
monthly installments, there being no higher and better offer therefore. Venture
also has filed causes of action against Carroll Shelby, as the sole officer and
director of Shelby American, for breaching his fiduciary duties owing to the
creditors of Shelby American while Shelby American was in the "zone of
insolvency." SEE VI. B. 1. d. 3. b. "ACTIONS AGAINST RETAINED ENTITIES." While
Venture will seek to maximize its recovery in any event, it is anticipated by
Venture management that a substantial loss of eighty percent or more of the
Shelby American debt might be incurred.
In addition, intercompany debts exist related to certain prepayments made on
certain rental and sales and management agreements in December 2001. These
prepayments were non-cash accounting entries and were made to lower the total
related party balances (again, which were primarily owed by Deluxe). See Exhibit
D attached hereto for current balances. As part of the transaction, Winget
permanently forgave $4.6 million owed to VS&E in the form of sales and
management fees, the effect of which was to induce Venture to lower its quoted
price on certain new business from DaimlerChrysler in order to obtain such
business. A fairness opinion was obtained with respect to the transaction.
d. OTHER CAUSES OF ACTION
Other potential Causes of Action may exist against the Winget Affiliates,
including: (i) rejection of certain of the contracts with the Winget Affiliates;
(ii) potential claims based on violation of bond indentures; (iii) potential
claims based on breach of fiduciary duty actions; (iv) potential claims based on
corporate usurpation; (v) potential claims for appointment of an equity
receiver; (vi) potential claims for unjust enrichment (vii) potential claims for
recharacterization of debt as equity or, alternatively, to subordinate debt;
(viii) potential claims for the imposition of a constructive trust; and (ix)
potential claims for breach of contract. Many of these claims have been asserted
in the adversary proceedings already filed.
Under Section 365 of the Bankruptcy Code, it is possible for a debtor to reject
otherwise binding contracts which are executory in nature. Thus, the Debtors
could arguably reject certain leases, usage agreements, and sales commission
agreements with the Winget Affiliates. This might initially appear to be
advantageous to the Debtors because any contracts that are above market terms
could be rejected, thus potentially significantly lowering Venture's cost
structure going forward. However, rejection of these contracts and leases could
result in unsecured Claims for the balance owed to the non-debtor party under
the rejected contract, and rejection may cause breach of other contracts with
customers, because certain of such contracts and/or leases may be terminated by
Winget
48
and/or the Winget Affiliates at will (or have limited terms) which would, under
statute, cause the Debtors to lose valuable assets. Thus, the Debtors have
sought to reach consensual resolution of most of these issues with Winget and
the Winget Affiliates. Winget disputes the foregoing. The Debtors have rejected
sales and management agreements with VS&E pursuant to the stipulation and order
entered by the Bankruptcy Court on February 9, 2004. The contracts provide for a
sales commission of 3% paid to VS&E on all of Venture's North American sales.
The Debtors are seeking to recoup the value received by VS&E as disclosed below
and, if the Debtors are successful, the value received by Winget will be reduced
and be transferred to the Creditors' Warrant, to the extent it is an
Extinguished Action or transferred to the Creditors' Trust to the extent that it
is a retained action.
As to the machinery and usage agreements and the real property leases between
the Debtors and the Transferred Winget Entities, such agreements will be
assumed, or the Transferred Winget Entities will become part of the combined
Venture. As to machinery and usage agreements and the real property leases
between the Debtors and the Retained Entities, the Debtors have investigated
whether the rates under such agreement are at market. The Debtors concluded as
to at least two of the real property leases that such rates exceed market and,
as part of the Contribution Agreement, the respective Retained Entities have
agreed to new lease terms. SEE IV. F. 3. "LEGAL RELATIONSHIPS OF WINGET TO THE
DEBTORS." The assumption of such agreements and leases under these circumstances
is advantageous to the Debtors because they allow for continuity of business
operations at rates that are reduced to market.
2. EVALUATION OF CLAIMS
The foregoing discussion illustrates the complexities of the historical and
present relationships and transactions between the Debtors and the Winget
Affiliates. There are thousands of pages of documents evidencing the various
transactions. The legal theories relating to these matters, including statutory
and case law relating to fraudulent transfers, substantive consolidation and
alter ego theories, are particularly complicated as applied to the detailed
facts regarding these transactions. Representatives of Venture, the Winget
Affiliates and the Holders of the Old Notes have devoted a significant amount of
time to researching the facts and the law applicable to these matters, and have
spent many hours analyzing and discussing whether any of these claims have
potential merit, and whether substantial defenses are available for these
claims.
Consistent with the Debtors' fiduciary duty to maximize the value of these
Estates for all constituencies, the Debtors have investigated and pursued
various causes of action against Winget, the Winget Affiliates, and
third-parties. Because of the risks and expense involved in litigation, the
Debtors have concluded that the consensual Contribution Agreement and
Confirmation of the Plan proposed, including (i) release of certain Causes of
Action against Venture, (ii) contribution of valuable assets by Winget to the
Debtors; and (iii) preservation of the value of such claims for the benefit of
General Unsecured Creditors through the Creditors' Warrant and Creditors' Trust,
provides a far superior outcome to all Creditors than that which Creditors might
receive if litigation were instituted against Winget and the Winget Affiliates
without the procedures outlined in the
49
Contribution Agreement and the Plan. The Debtors believe that such a result
would lead to liquidation of the Debtors' assets, yielding far less than market
value for Creditors.
Clearly, any litigation concerning these matters would be exceptionally
complicated and protracted, and given the magnitude of the values involved and
the amount of claims at stake, would be hotly contested and expensive to all
parties. Such litigation would in turn substantially prolong these cases, which
all constituencies believe is not in the best interests of the Estates or the
Debtors' long-term prospects for rehabilitation and viability. The outcome of
any such litigation is not free from doubt for any party in interest, including
the Debtors, Winget, the Winget Affiliates, and the Holders of the Old Notes, as
there are strengths and weaknesses in each of the parties' positions, and hence,
risks to their anticipated recoveries. The litigation would be complicated by
the passage of time as to many transactions and the uncertainties in connection
with valuing transfers of assets and the like.
For these reasons, including, in particular, the need for the Debtors to emerge
from Chapter 11 quickly so that going-concern value may be preserved for the
benefit of all constituencies, and because the Transferred Winget Entities are
integral to the Debtors' operations, the Plan proposed contemplates the transfer
of those claims to the Creditors' Warrant or the Creditors' Trust, so long as
Winget contributes the Transferred Winget Entities.
Because, upon consummation of the Plan, all Classes will have Claims superior to
the Common Membership Interests or will have claims to the Common Membership
Interests via the Creditors' Trust and the Creditors' Warrant, all Classes
directly benefit from the contribution of the Transferred Winget Entities and
the Transferred Equity Interests. Therefore, Creditors are getting essentially
all of Winget's major automotive business assets that would be the target of
litigation, without any of the risks, costs and delay of litigation described
above with the value of such assets translated into Common Membership Interests
in Venture Delaware. This can only be viewed as a tremendous result for
Creditors, particularly where liquidation would likely result in little or no
return to Creditors, in light of the Liens of the Pre-Petition Lenders on
certain of the Winget Assets, and where the value of the litigation is being
preserved via the Creditors' Trust and the Creditors' Warrant.
3. SUMMARY OF EXTINGUISHED ACTIONS AND RETAINED ACTIONS
Set forth below is a summary of the Extinguished Actions and the Retained
Actions that the Debtors have filed or will file with the Bankruptcy Court. With
respect to each of such Actions, the Debtors have investigated and have
determined that a basis in fact exists for the assertion of a substantive
consolidation claim. Because the Debtors are continuing to investigate the facts
surrounding their claims, the Debtors reserve the right to modify their claims
or to determine that such Actions should not be pursued if they lack a basis in
fact or law, as well as to add claims based on information discovered during the
discovery process. As set forth in Exhibit D and Exhibit E to the Contribution
Agreement, the Winget Affiliates include 29 Transferred Winget Entities and 39
Retained Entities. The Debtors are also investigating possible claims against
all other such Winget
50
Affiliates. The Debtors will pursue those claims if a reasonable basis exists to
do so. Winget and the Winget Affiliates believe that they have significant and
valid defenses to any potential Causes of Action.
a. EXTINGUISHED ACTIONS
1. Deluxe Pattern Corporation ("Deluxe"). Deluxe is a specialty
tooling manufacturer that the Debtors utilize to design and manufacture tooling
for the OEM production parts. On December 12, 2003, the Debtors filed an
adversary proceeding against Deluxe, Adv. Proc. No. 03-5359. On April 15, 2004,
the Creditors' Committee filed its amended complaint in intervention. The
Debtors and the Creditors' Committee allege that Deluxe acted as the Debtors'
alter ego such that Deluxe's assets and liabilities should be substantively
consolidated with those of the Debtors. The Debtors allege a claim for unjust
enrichment in the amount of $94,000,000 in connection with an open line of
credit. The Debtors and the Creditors' Committee allege that this sum, together
with approximately $33,000,000, the value of the Venture Mold & Engineering
business, was fraudulently transferred to Deluxe within six years prior to the
Petition Date per M.C.L.A. Section 566.34. The Debtors allege a cause of action
to recharacterize debt as equity pursuant to Section 105(a) of the Bankruptcy
Code or, alternatively, to subordinate debt pursuant to Section 510(c) of the
Bankruptcy Code. Finally, the Debtors seek to avoid and recover approximately
$55,000,000 in preferential transfers (which is part of the $94,000,000 referred
to above) made to Deluxe within one year prior to the Petition Date pursuant to
Sections 547 and 550 of the Bankruptcy Code and fraudulent transfers made to
Deluxe within one year before the Petition Date pursuant to Section 548 of the
Bankruptcy Code. On February 17, 2004, the Debtors stipulated to the
intervention in the case by the Creditors' Committee as co-plaintiff.
On May 10, 2004, the Court held a scheduling conference in this
matter, and set the following significant dates: by June 10, 2004, the parties
must make their initial disclosures; a joint status report is due on August 26,
2004; a status conference is scheduled for August 30, 2004; the plaintiffs must
submit any expert reports by December 1, 2004; the defendant must submit any
expert reports by January 7, 2005; the discovery deadline is February 28, 2005;
and the dispositive motion deadline is May 31, 2005.
The Debtors expect that Adv. Proc. No. 03-5359 will be procedurally
consolidated with Adv. Proc. Nos. 03-5357, 03-5356, 03-5358, 04-4125, and
04-4373.
2. Patent Holding Company ("Patent Holding"). Patent Holding is
the record owner of numerous patents that the Debtors use in their operations.
The Debtors will allege, among other things, a claim for declaratory relief
seeking a judgment that certain patents were developed through the efforts and
finances of the Debtors and, therefore, that such patents should be declared
property of the Debtors' estates. Together with the claim for declaratory
relief, the Debtors will seek an order requiring Patent Holding to turn over the
patents to the Debtors. The Debtors will also assert a cause of action for
unjust enrichment relating to Patent Holding's claimed ownership of the patents,
which were developed through the efforts and finances of the Debtors. The
51
Debtors will assert that Patent Holding acted as the Debtors' alter ego such
that Patent Holding's assets and liabilities should be substantively
consolidated with those of the Debtors. Finally, the Debtors will seek to avoid
and recover the transfers of the patents to Patent Holding as fraudulent
transfers made within one year before the Petition Date pursuant to Section 548
of the Bankruptcy Code and/or within six years before the Petition Date pursuant
to M.C.L.A. Section 566.34.
3. Venture Automotive Corp. ("Automotive"). Automotive leased a
warehouse facility to the Debtors. On December 12, 2003, the Debtors filed an
adversary proceeding against Automotive, Adv. Proc. No. 03-5357. On February 17,
2004, the Debtors stipulated to the intervention in the case by the Creditors'
Committee of as co-plaintiff. On April 15, 2004, the Creditors' Committee filed
an amended complaint in intervention in this case. The Debtors and the
Creditors' Committee allege a claim to avoid and recover $937,041.08 in lease
payments received by Automotive as preferential transfers made within one year
prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy
Code. The Debtors and the Creditors' Committee further allege such amounts were
fraudulently transferred to Automotive within six years prior to the Petition
Date per M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee
allege a cause of action to recharacterize debt as equity pursuant to Section
105(a) of the Bankruptcy Code or, alternatively, to subordinate debt pursuant to
Section 510(c) of the Bankruptcy Code. Finally, the Debtors and the Creditors'
Committee allege a cause of action for unjust enrichment to the extent that
Automotive received more than fair market rental for the property.
On May 10, 2004, the court held a scheduling conference in the case
and set the following significant dates: by June 10, 2004, the parties must make
their initial disclosures; a joint status report is due on August 26, 2004; a
status conference is scheduled for August 30, 2004; the plaintiffs must submit
any expert reports by December 1, 2004; the defendant must submit any expert
reports by January 7, 2005; the discovery deadline is February 28, 2005; and the
dispositive motion deadline is May 31, 2005.
The Debtors expect that Adv. Proc. No. 03-5357 will be procedurally
consolidated with Adv. Proc. Nos. 03-5359, 03-5356, 03-5358, 04-4125, and
04-4373.
4. Venture Industries Australia, Pty. Ltd. ("Venture Australia").
Venture Australia, which is wholly owned by Winget, received the benefit of a
non-cash "off-set" on its ledger with the Debtors. On April 5, 2004, the Debtors
and the Creditors' Committee filed an adversary proceeding against thirty-one
defendants, including Venture Australia, Adv. Proc. No. 04-4373. Against Venture
Australia, the Debtors and the Creditors' Committee alleged, among other things,
claims to avoid and recover the "off-set" as a preferential transfer made within
one year prior to the Petition Date pursuant to Sections 547 and 550 of the
Bankruptcy Code. To the extent that the "off-set" exceeds the fair rental value
of any alleged benefit received in exchange, the Debtors will seek to avoid and
recover the "off-set" as a fraudulent transfer made within one year before the
Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six
years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors
and
52
the Creditors' Committee also alleged that Venture Australia acted as the
Debtors' alter ego such that Venture Australia's assets and liabilities should
be substantively consolidated with those of the Debtors. Moreover, the Debtors
and the Creditors' Committee alleged a cause of action for unjust enrichment for
the "off-set." In addition, the Debtors and the Creditors' Committee seek the
appointment of an equity receiver to preserve, protect, and administer certain
assets owned by the defendants, and also seek to impose a constructive trust
over certain assets owned by the defendants. Further, the Debtors and the
Creditors' Committee alleged that any sums owing should be recharacterized as
equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code.
Alternatively, the Debtors and the Creditors' Committee allege that any debt
allegedly owing should be subordinated to the claims of the general unsecured
creditors pursuant to Section 510(c) of the Bankruptcy Code. The Debtors expect
that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc.
Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
5. Venture Heavy Machinery Limited Liability Company ("Heavy
Machinery"). Heavy Machinery leased molding machines (the "machinery") to the
Debtors. On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Heavy Machinery,
Adv. Proc. No. 04-4373. Against Heavy Machinery, the Debtors and the Creditors'
Committee allege, among other things, claims to avoid and recover the lease
payments received by Heavy Machinery as preferential transfers made within one
year prior to the Petition Date pursuant to Sections 547 and 550 of the
Bankruptcy Code. To the extent that the lease payments exceed the fair rental
value for the machinery, the Debtors and the Creditors' Committee seek to avoid
and recover the lease payments as fraudulent transfers made within one year
before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or
within six years before the Petition Date pursuant to M.C.L.A. Section 566.34.
The Debtors and the Creditors' Committee also allege that Heavy Machinery acted
as the Debtors' alter ego such that Heavy Machinery's assets and liabilities
should be substantively consolidated with those of the Debtors. The Debtors are
investigating whether Heavy Machinery acquired the machinery with the Debtors'
assets. If Heavy Machinery did acquire the machinery with the Debtors' assets,
the Debtors will seek a declaratory judgment that the machinery is property of
the Debtors' estates and request an order requiring Heavy Machinery to turn over
the machinery to the Debtors. Moreover, the Debtors and the Creditors' Committee
alleged a cause of action for unjust enrichment to the extent that Heavy
Machinery received more than fair market rental for the machinery. Further, the
Debtors and the Creditors' Committee claim that any sums allegedly owing should
be recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
53
6. Venture Real Estate, Inc. ("VRE"). VRE leased three office
buildings to the Debtors. On April 5, 2004, the Debtors and the Creditors'
Committee filed an adversary proceeding against thirty-one defendants, including
VRE, Adv. Proc. No. 04-4373. Against VRE, the Debtors and the Creditors'
Committee allege, among other things, claims to avoid and recover the lease
payments received by VRE as preferential transfers made within one year prior to
the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code. To
the extent that the lease payments exceed the fair rental value for the
property, the Debtors and the Creditors' Committee seek to avoid and recover the
lease payments as fraudulent transfers made within one year before the Petition
Date pursuant to Section 548 of the Bankruptcy Code and/or within six years
before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and
the Creditors' Committee also allege that VRE acted as the Debtors' alter ego
such that VRE's assets and liabilities should be substantively consolidated with
those of the Debtors. The Debtors are investigating whether VRE acquired the
real property with the Debtors' assets. If VRE did acquire the real property
with the Debtors' assets, the Debtors will seek a declaratory judgment that the
real property is property of the Debtors' estates and request an order requiring
VRE to turn over the real property to the Debtors. Moreover, the Debtors and the
Creditors' Committee allege a cause of action for unjust enrichment to the
extent that VRE received more than fair market rental for the property. Further,
the Debtors and the Creditors' Committee claim that any sums allegedly owing
should be recharacterized as equity rather than debt pursuant to Section 105(a)
of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee
allege that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
7. Realven Corporation ("Realven"). Realven leased machinery and
equipment to the Debtors. On April 5, 2004, the Debtors and the Creditors'
Committee filed an adversary proceeding against thirty-one defendants, including
Realven, Adv. Proc. No. 04-4373. Against Realven, the Debtors and the Creditors'
Committee allege, among other things, claims to avoid and recover the lease
payments received by Realven as preferential transfers made within one year
prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy
Code. To the extent that the lease payments exceed the fair rental value for the
machinery and equipment, the Debtors and the Creditors' Committee seek to avoid
and recover the lease payments as fraudulent transfers made within one year
before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or
within six years before the Petition Date pursuant to M.C.L.A. Section 566.34.
The Debtors and the Creditors' Committee also allege that Realven acted as the
Debtors' alter ego such that Realven's assets and liabilities should be
substantively consolidated with those of the Debtors. The Debtors are
investigating whether Realven acquired the machinery and equipment with the
Debtors' assets. If Realven did acquire the machinery with the Debtors' assets,
the Debtors will seek a declaratory judgment that the machinery and equipment is
property of the Debtors'
54
estates and request an order requiring Realven to turn over the machinery and
equipment to the Debtors. The Debtors and the Creditors' Committee allege a
cause of action for unjust enrichment to the extent that Realven received more
than fair market rental for the machinery and equipment. Further, the Debtors
and the Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
8. Venture Equipment Acquisition Company ("Venture Equipment").
Venture Equipment leased equipment (the "equipment") to the Debtors (the lease
was signed with Venture Heavy Machinery, but the payments were made to Venture
Equipment). On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Venture Equipment,
Adv. Proc. No. 04-4373. Against Venture Equipment, the Debtors and the
Creditors' Committee allege, among other things, claims to avoid and recover the
lease payments received by Equipment as preferential transfers made within one
year prior to the Petition Date pursuant to Sections 547 and 550 of the
Bankruptcy Code. To the extent that the lease payments exceed the fair rental
value for the equipment, the Debtors and the Creditors' Committee seek to avoid
and recover the lease payments as fraudulent transfers made within one year
before the Petition Date pursuant to Section 548 of the Bankruptcy Code and/or
within six years before the Petition Date pursuant to M.C.L.A. Section 566.34.
The Debtors and the Creditors' Committee also allege that Venture Equipment
acted as the Debtors' alter ego such that Venture Equipment's assets and
liabilities should be substantively consolidated with those of the Debtors. The
Debtors are investigating whether Venture Equipment acquired the equipment with
the Debtors' assets. If Venture Equipment did acquire the equipment with the
Debtors' assets, the Debtors will seek a declaratory judgment that the equipment
is property of the Debtors' estates and request an order requiring Venture
Equipment to turn over the equipment to the Debtors. Moreover, the Debtors and
the Creditors' Committee allege a cause of action for unjust enrichment to the
extent that Venture Equipment received more than fair market rental for the
equipment. Further, the Debtors and the Creditors' Committee claim that any sums
allegedly owing should be recharacterized as equity rather than debt pursuant to
Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors and the
Creditors' Committee allege that any debt owing should be subordinated to the
claims of the general unsecured creditors pursuant to Section 510(c) of the
Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek the
appointment of an equity receiver to preserve, protect, and administer certain
assets owned by the defendants, and also seek to impose a constructive trust
over certain assets owned by the defendants. The Debtors expect that Adv. Proc.
No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359,
03-5357, 03-5358, 04-4125, and 03-5356.
55
9. Venture Otto South Africa, Pty. Ltd. ("Venture South Africa").
Venture South Africa is in the business of performing many of the same
manufacturing processes as various of the Debtors' facilities in the United
States. Within six years prior to the Petition Date, the Debtors transferred
$5,408,551 to certain Winget-affiliated entities as loans for the purchase of
Venture South Africa, of which at least $852,742 remains unpaid by Venture South
Africa. In addition, within six years prior to the Petition Date, the Debtors
paid for various expenses incurred by Venture South Africa totaling $239,191, of
which $146,502 has not been paid by Venture South Africa. In addition, within
six years prior to the Petition Date, the Debtors incurred additional
miscellaneous charges for goods and services provided to Venture South Africa,
of which $7,000 has not been paid by Venture South Africa. In total,
approximately $1,006,244 remains unpaid by Venture South Africa to the Debtors
(the "Venture South Africa Transfers"). The Debtors' records do not indicate
that the Debtors received any consideration or benefit in exchange for the
Venture South Africa Transfers. On April 5, 2004, the Debtors and the Creditors'
Committee filed an adversary proceeding against thirty-one defendants, including
Venture South Africa, Adv. Proc. No. 04-4373. Against Venture South Africa, to
the extent that no benefit was received in exchange for the transfers, the
Debtors and the Creditors' Committee seek to avoid and recover the payments as
fraudulent transfers made within one year before the Petition Date pursuant to
Section 548 of the Bankruptcy Code and/or within six years before the Petition
Date pursuant to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34.
The Debtors and the Creditors' Committee also allege that Venture South Africa
acted as the Debtors' alter ego such that Venture South Africa's assets and
liabilities should be substantively consolidated with those of the Debtors. The
Debtors and the Creditors' Committee further allege a cause of action for unjust
enrichment for the transfers. Further, the Debtors and the Creditors' Committee
claim that any sums allegedly owing should be recharacterized as equity rather
than debt pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the
Debtors and the Creditors' Committee allege that any debt owing should be
subordinated to the claims of the general unsecured creditors pursuant to
Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the
Creditors' Committee seek the appointment of an equity receiver to preserve,
protect, and administer certain assets owned by the defendants, and also seek to
impose a constructive trust over certain assets owned by the defendants. The
Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated
with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
10. Farm and Country Real Estate Company ("Farm and Country").
Farm and Country leased 84 acres of undeveloped real property to the Debtors. On
April 5, 2004, the Debtors and the Creditors' Committee filed an adversary
proceeding against thirty-one defendants, including Farm and Country, Adv. Proc.
No. 04-4373. Against Farm and Country, the Debtors and the Creditors' Committee
allege, among other things, claims to avoid and recover the lease payments as
preferential transfers made within one year prior to the Petition Date pursuant
to Sections 547 and 550 of the Bankruptcy Code. To the extent that the lease
payments exceed the fair rental value for the property or to the extent that the
Debtors received no value for leasing the undeveloped land, the Debtors and the
Creditors' Committee seek to avoid and recover the lease payments as fraudulent
transfers made within one year before the Petition Date pursuant to Section
56
548 of the Bankruptcy Code and/or within six years before the Petition Date
pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee
also allege that Farm and Country acted as the Debtors' alter ego such that Farm
and Country's assets and liabilities should be substantively consolidated with
those of the Debtors. The Debtors are investigating whether Farm and Country
acquired the real property with the Debtors' assets. If Farm and Country did
acquire the property with the Debtors' assets, the Debtors will seek a
declaratory judgment that the real property is property of the Debtors' estates
and request an order requiring Farm and Country to turn over the real property
to the Debtors. Moreover, the Debtors and the Creditors' Committee allege a
cause of action for unjust enrichment to the extent that Farm and Country
received more than fair market rental for the property. Further, the Debtors and
the Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
11. Venture Real Estate Acquisition ("VREA"). VREA leased an
injection molding facility to the Debtors. On April 5, 2004, the Debtors and the
Creditors' Committee filed an adversary proceeding against thirty-one
defendants, including VREA, Adv. Proc. No. 04-4373. Against VREA, the Debtors
and the Creditors' Committee allege, among other things, claims to avoid and
recover the lease payments received by VREA as preferential transfers made
within one year prior to the Petition Date pursuant to Sections 547 and 550 of
the Bankruptcy Code. To the extent that the lease payments exceed the fair
rental value for the property, the Debtors and the Creditors' Committee seek to
avoid and recover the lease payments as fraudulent transfers made within one
year before the Petition Date pursuant to Section 548 of the Bankruptcy Code
and/or within six years before the Petition Date pursuant to M.C.L.A. Section
566.34. The Debtors and the Creditors' Committee also allege that VREA acted as
the Debtors' alter ego such that VREA's assets and liabilities should be
substantively consolidated with those of the Debtors. The Debtors are
investigating whether VREA acquired the real property with the Debtors' assets.
If VREA did acquire the property with the Debtors' assets, the Debtors will seek
a declaratory judgment that the real property is property of the Debtors'
estates and request an order requiring VREA to turn over the real property to
the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause
of action for unjust enrichment to the extent that VREA received more than fair
market rental for the property. Further, the Debtors and the Creditors'
Committee claim that any sums allegedly owing should be recharacterized as
equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code.
Alternatively, the Debtors and the Creditors' Committee allege that any debt
owing should be subordinated to the claims of the general unsecured creditors
pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and
the Creditors' Committee seek the
57
appointment of an equity receiver to preserve, protect, and administer certain
assets owned by the defendants, and also seek to impose a constructive trust
over certain assets owned by the defendants. The Debtors expect that Adv. Proc.
No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos. 03-5359,
03-5357, 03-5358, 04-4125, and 03-5356.
12. Venture Asia Pacific ("Asia Pacific"). Asia Pacific was
started in the early to mid 1990's as a sales company to explore opportunities
in the Pacific Rim. Venture Service paid fees and taxes (the "payments") on
behalf of Asia Pacific in the amount of $65,010 without receiving any value for
these funds. On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Asia Pacific, Adv.
Proc. No. 04-4373. Against Asia Pacific, the Debtors and the Creditors'
Committee allege, among other things, claims to avoid and recover the payments
as preferential transfers made within one year prior to the Petition Date
pursuant to Sections 547 and 550 of the Bankruptcy Code. To the extent that no
benefit was received in exchange for the transfers, the Debtors and the
Creditors' Committee seek to avoid and recover the payments as fraudulent
transfers made within one year before the Petition Date pursuant to Section 548
of the Bankruptcy Code and/or within six years before the Petition Date pursuant
to M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege
that Asia Pacific acted as the Debtors' alter ego such that Asia Pacific's
assets and liabilities should be substantively consolidated with those of the
Debtors. The Debtors and the Creditors' Committee further allege a cause of
action for unjust enrichment for the payments. Further, the Debtors and the
Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code, or alternately, any debt allegedly owing should be subordinated
to the claims of the general unsecured creditors pursuant to Section 510(c) of
the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek
the appointment of an equity receiver to preserve, protect, and administer
certain assets owned by the defendants, and also seek to impose a constructive
trust over certain assets owned by the defendants. The Debtors expect that Adv.
Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos.
03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
13. Venture Nevada, LLC ("Venture Nevada"). On February 9, 1999,
Carroll Shelby, Shelby American, Inc. and Venture Nevada entered into the Shelby
Agreement (the "Shelby Agreement"). Pursuant to the Shelby Agreement, Venture
Nevada purchased 75% of the issued and outstanding shares of Shelby American and
Venture Nevada agreed to arrange the financing of the working capital for Shelby
American. Venture Nevada arranged for the financing of Shelby American through
Debtor Venture Mold & Engineering Corp ("VM&E"). VM&E entered into a secured
financing arrangement with Shelby American. Pursuant to the secured financing
arrangement, VM&E transferred funds aggregating approximately $26,531,943 to
Shelby American. On April 5, 2004, the Debtors and the Creditors' Committee
filed an adversary proceeding against thirty-one defendants, including Venture
Nevada, Adv. Proc. No. 04-4373. Against Venture Nevada, the Debtors and the
Creditors' Committee allege, among other things, claims to recover the above
funds, claims to recover the funds as a fraudulent transfer pursuant to Section
548 of the Bankruptcy Code, and to
58
recharacterize as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code any claim asserted by Venture Nevada. Alternatively, the Debtors
and the Creditors' Committee allege that any debt owing should be subordinated
to the claims of the general unsecured creditors pursuant to Section 510(c) of
the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek
the appointment of an equity receiver to preserve, protect, and administer
certain assets owned by the defendants, and also seek to impose a constructive
trust over certain assets owned by the defendants. The Debtors expect that Adv.
Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos.
03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
b. ACTIONS AGAINST RETAINED ENTITIES
1. Larry J. Winget, Sr. ("Winget"). On April 5, 2004, the Debtors
and the Creditors' Committee filed an adversary proceeding against thirty-one
defendants, including Winget, Adv. Proc. No. 04-4373. Against Winget, to the
extent that the Debtors received no value for transfers and/or paid above fair
market value, the Debtors and the Creditors' Committee allege, among other
things, claims to avoid and recover at least approximately the sum of
$314,569,559 as fraudulent transfers made within one year before the Petition
Date pursuant to Section 548 of the Bankruptcy Code and/or within six years
before the Petition Date pursuant to Section 544 of the Bankruptcy Code and
M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege
that Winget acted as the Debtors' alter ego such that Winget's assets and
liabilities should be substantively consolidated with those of the Debtors.
Moreover, the Debtors and the Creditors' Committee allege a cause of action for
unjust enrichment and breach of fiduciary duty. Further, the Debtors and the
Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
2. Harper Properties of Clinton Township Limited Partnership
("Harper"). Harper leased real property to the Debtors. On December 12, 2003,
the Debtors filed an adversary proceeding against Harper, Adv. Proc. No.
03-5358. By Order dated March 4, 2004, the Creditors' Committee was permitted to
intervene in this case, and filed an amended complaint in intervention on April
15, 2004. To the extent that the lease payments exceed the fair rental value for
the property, the Debtors seek to avoid and recover $995,796 in lease payments
as fraudulent transfers made within one year before the Petition Date pursuant
to Section 548 of the Bankruptcy Code. The Debtors and the Creditors' Committee
allege a cause of action for unjust enrichment seeking damages of $7,349,595 to
the extent that Harper received more than fair market rental for the property in
the six years prior to the petition date. The Debtors and the Creditors'
59
Committee allege claims to recover the sum of approximately $5.0 million in
leasehold improvements paid by the Debtors. Finally, the Debtors and the
Creditors' Committee seek to recharacterize this alleged debt as equity pursuant
to section 105(a) of the Bankruptcy Code, or, alternatively, to subordinate debt
under Section 510(c) of the Bankruptcy Code. In addition, the Debtors and the
Creditors' Committee seek the appointment of an equity receiver to preserve,
protect, and administer certain assets owned by the defendants, and also seek to
impose a constructive trust over certain assets owned by the defendants.
Furthermore, the Creditors' Committee's amended complaint in intervention
alleges an additional cause of action to recover fraudulent transfers made
within six years prior to the Petition Date pursuant to Section 544 of the
Bankruptcy Code and M.C.L.A. Section 566.34.
On May 10, 2004, the Court held a scheduling conference in this case
and set the following significant dates: by June 10, 2004, the parties must make
their initial disclosures; a joint status report is due on August 26, 2004; a
status conference is scheduled for August 30, 2004; the plaintiffs must submit
any expert reports by December 1, 2004; the defendant must submit any expert
reports by January 7, 2005; the discovery deadline is February 28, 2005; and the
dispositive motion deadline is May 31, 2005.
The Debtors expect that Adv. Proc. No. 03-5358 will be procedurally
consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 04-4373, 04-4125, and
03-5356.
3. Shelby American, Inc. ("Shelby American"). Shelby American is
a joint venture between Carroll Shelby and Venture Nevada, Inc., which is wholly
owned by Winget. On January 21, 2004, the Debtors filed an adversary proceeding
against Carroll Shelby, Shelby International, Inc., and Shelby Automobile, Adv.
Proc. No. 04-4125. The Debtors allege that the defendants converted the assets
held by Shelby American by transferring them without compensation to Shelby
International and Shelby Automobile. The Debtors allege that Carroll Shelby
breached his fiduciary duty to Shelby American by causing the termination of the
licensing agreement between Shelby American and Shelby Licensing. Finally, the
Debtors allege a cause of action for the turnover of property pursuant to
Section 542 of the Bankruptcy Code. On March 15, 2004, Shelby American filed a
counterclaim against the Debtors for breach of contract, breach of fiduciary
duty and tortious interference with business relationships and expectancies, and
a third-party complaint against Winget for tortious interference with business
relationships and expectancies. On April 15, 2004, the Creditors' Committee
filed an amended complaint in intervention in this case.
On May 10, 2004, the Court held a scheduling conference in the case,
and set the following significant dates: by June 10, 2004, the parties must make
their initial disclosures; a joint status report is due on August 26, 2004; a
status conference is scheduled for August 30, 2004; the plaintiffs must submit
any expert reports by December 1, 2004; the defendant must submit any expert
reports by January 7, 2005; the discovery deadline is February 28, 2005; and the
dispositive motion deadline is May 31, 2005.
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It is expected that Adv. Proc. No. 04-4125 will be procedurally
consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, and 03-5356, and
04-4373. Adv. Proc. No. 04-4373 also alleges that Winget breached his fiduciary
duties by authorizing the loan of more than $26 million dollars to Shelby
American, a company 75% owned by Winget, and thereafter failing to use
reasonable efforts to collect this obligation.
4. Golf Course Services, LLC ("Golf Course"). Golf Course, which
is wholly owned by Winget, received more than $2,300,000 from the Debtors to
fund Golf Course's payroll expenses between May 28, 2002 and the petition date.
The Debtors transferred an additional $8,200,000 to Golf Course to cover payroll
expenses. On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Golf Course, Adv.
Proc. No. 04-4373. Against Golf Course, the Debtors and the Creditors' Committee
allege, among other things, claims to avoid and recover these sums as
preferential transfers made within one year prior to the Petition Date pursuant
to Sections 547 and 550 of the Bankruptcy Code. To the extent that the Debtors
received no value for these transfers, the Debtors and the Creditors' Committee
seek to avoid and recover the transfers as fraudulent transfers made within one
year before the Petition Date pursuant to Section 548 of the Bankruptcy Code
and/or within six years before the Petition Date pursuant to M.C.L.A. Section
566.34. The Debtors and the Creditors' Committee also allege that Golf Course
acted as the Debtors' alter ego such that Golf Course's assets and liabilities
should be substantively consolidated with those of the Debtors. Moreover, the
Debtors and the Creditors' Committee allege a cause of action for unjust
enrichment. Further, the Debtors and the Creditors' Committee claim that any
sums allegedly owing should be recharacterized as equity rather than debt
pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors
and the Creditors' Committee allege that any debt owing should be subordinated
to the claims of the general unsecured creditors pursuant to Section 510(c) of
the Bankruptcy Code. In addition, the Debtors and the Creditors' Committee seek
the appointment of an equity receiver to preserve, protect, and administer
certain assets owned by the defendants, and also seek to impose a constructive
trust over certain assets owned by the defendants. The Debtors expect that Adv.
Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc. Nos.
03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
5. Winget Construction Services, LLC ("Construction").
Construction is an affiliate of Venture Holdings Company that provides
construction services. The Debtors made monthly wire transfers of $6,000 to
Construction as a fee for Brian Winget to be on call; there have been at least
48 such fee payments made to Construction for a total amount of $288,000.
Additionally, the Debtors made transfers to Construction in the preference
period amounting to at least approximately $106,294.78. On April 5, 2004, the
Debtors and the Creditors' Committee filed an adversary proceeding against
thirty-one defendants, including Construction, Adv. Proc. No. 04-4373. Against
Construction, the Debtors and the Creditors' Committee allege, among other
things, claims to avoid and recover these sums as preferential transfers made
within one year prior to the Petition Date pursuant to Sections 547 and 550 of
the Bankruptcy Code. To the extent that the Debtors received no value for these
transfers, the Debtors
61
and the Creditors' Committee seek to avoid and recover the transfers as
fraudulent transfers made within one year before the Petition Date pursuant to
Section 548 of the Bankruptcy Code and/or within six years before the Petition
Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors'
Committee also allege that Construction acted as the Debtors' alter ego such
that Construction's assets and liabilities should be substantively consolidated
with those of the Debtors. Moreover, the Debtors and the Creditors' Committee
allege a cause of action for unjust enrichment. Further, the Debtors and the
Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
6. Venture Modas, LLC ("Modas"). Modas is an affiliate of Venture
Holdings Company. In early 2001, Venture Industries wired $1,861,883 to Modas.
Additionally, the sum of approximately $1,763,654.80 in disbursements was paid
to Modas between the date of insolvency and the petition date. On April 5, 2004,
the Debtors and the Creditors' Committee filed an adversary proceeding against
thirty-one defendants, including Modas, Adv. Proc. No. 04-4373. Against Modas,
the Debtors and the Creditors' Committee allege, among other things, claims to
avoid and recover these sums as preferential transfers made within one year
prior to the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy
Code. To the extent that the Debtors received no value for these transfers, the
Debtors and the Creditors' Committee seek to avoid and recover the transfers as
fraudulent transfers made within one year before the Petition Date pursuant to
Section 548 of the Bankruptcy Code and/or within six years before the Petition
Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors'
Committee also allege that Modas acted as the Debtors' alter ego such that
Modas' assets and liabilities should be substantively consolidated with those of
the Debtors. Moreover, the Debtors and the Creditors' Committee allege a cause
of action for unjust enrichment. Further, the Debtors and the Creditors'
Committee claim that any sums allegedly owing should be recharacterized as
equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code.
Alternatively, the Debtors and the Creditors' Committee allege that any debt
owing should be subordinated to the claims of the general unsecured creditors
pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and
the Creditors' Committee seek the appointment of an equity receiver to preserve,
protect, and administer certain assets owned by the defendants, and also seek to
impose a constructive trust over certain assets owned by the defendants. The
Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated
with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
7. Linden Creek Enterprises, LLC ("Linden Creek"). Linden Creek
Enterprises, LLC ("Linden Creek") is owned by N. Matthew Winget, who is Winget's
62
son. Linden Creek purportedly renders engineering services to the Debtors. There
is no written agreement between the Debtors and Linden Creek to provide
engineering services. Within six years prior to the Petition Date, the Debtors
paid $209,732 to Linden Creek for engineering services which were not performed.
In addition, within six years prior to the Petition Date, the Debtors paid fixed
overhead costs for Linden Creek in the amount of $1,031,745. In addition, on or
about March 13, 2000, the Debtors paid $300,000 for the purchase of a robotic
work cell, which has been retained by Linden Creek. On April 5, 2004, the
Debtors and the Creditors' Committee filed an adversary proceeding against
thirty-one defendants, including Linden Creek, Adv. Proc. No. 04-4373. Against
Linden Creek, the Debtors and the Creditors' Committee allege, among other
things, claims to avoid and recover the amounts paid to Linden Creek. To the
extent that no benefit was received in exchange for the transfers, the Debtors
and the Creditors' Committee seek to avoid and recover the payments as
fraudulent transfers made within one year before the Petition Date pursuant to
Section 548 of the Bankruptcy Code and/or within six years before the Petition
Date pursuant to M.C.L.A. Section 566.34. The Debtors and the Creditors'
Committee also allege that Linden Creek acted as the Debtors' alter ego such
that Linden Creek's assets and liabilities should be substantively consolidated
with those of the Debtors. The Debtors and the Creditors' Committee further
allege a cause of action for unjust enrichment for the transfers. Further, the
Debtors and the Creditors' Committee claim that any sums allegedly owing should
be recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. In addition, the Debtors and the Creditors' Committee
will investigate whether there is a basis for any claims against Linden Creek
for recovery of any amounts that the Debtors may have paid to General Motors in
connection with a confidential settlement agreement and, if there is a basis
therefore, will assert such claim(s) against Linden Creek. The Debtors expect
that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv. Proc.
Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
8. Nova Industries, Inc.; Shefo, Inc.; TIG Interior Design, LLC;
UV Automotive Group; Lot Finishers, Inc.; Windall Industries, Inc.; Acropolis
Resort, LLC; Lakeland Financial Advisory Services, Inc.: Preference Defendants.
On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary
proceeding against thirty-one defendants, including the parties identified in
this paragraph, Adversary Proc. No. 04-4373. Against these parties, the Debtors
and the Creditors' Committee allege, among other things, claims to avoid and
recover amounts claimed as preferential transfers made within one year prior to
the Petition Date pursuant to Sections 547 and 550 of the Bankruptcy Code.
Further, the Debtors and the Creditors' Committee claim that any sums allegedly
owing should be recharacterized as equity rather than debt pursuant to Section
105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors'
Committee allege that any debt owing should be subordinated to the claims of the
general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code.
The Debtors
63
expect that Adv. Proc. No. 04-4373 will be procedurally consolidated with Adv.
Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
9. Alicia J. Winget. Alicia J. Winget ("Alicia Winget") is the
wife of Winget. Alicia Winget also is a co-owner of Realven Corporation, and a
general partner (along with Winget) of Harper Properties of Clinton Township,
Ltd. On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Alicia Winget,
Adversary Proc. No. 04-4373. Against Alicia Winget, to the extent that the
Debtors received no value for transfers and/or paid above fair market value, the
Debtors and the Creditors' Committee allege, among other things, claims to avoid
and recover at least approximately the sum of $10,574,143, as fraudulent
transfers made within one year before the Petition Date pursuant to Section 548
of the Bankruptcy Code and/or within six years before the Petition Date pursuant
to Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. The Debtors
and the Creditors' Committee also allege that Alicia Winget acted as the
Debtors' alter ego such that Alicia Winget's assets and liabilities should be
substantively consolidated with those of the Debtors. Moreover, the Debtors and
the Creditors' Committee allege a cause of action for unjust enrichment.
Further, the Debtors and the Creditors' Committee claim that any sums allegedly
owing should be recharacterized as equity rather than debt pursuant to Section
105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors'
Committee allege that any debt owing should be subordinated to the claims of the
general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code.
The Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated
with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
10. Brian P. Winget. Brian P. Winget ("Brian Winget") is the
nephew of Winget. Brian Winget also is the owner of Winget Construction
Services, LLC. On April 5, 2004, the Debtors and the Creditors' Committee filed
an adversary proceeding against thirty-one defendants, including Brian Winget,
Adversary Proc. No. 04-4373. Against Brian Winget, to the extent that the
Debtors received no value for transfers and/or paid above fair market value the
Debtors and the Creditors' Committee allege, among other things, claims to avoid
and recover at least approximately the sum of $270,000, as fraudulent transfers
made within one year before the Petition Date pursuant to Section 548 of the
Bankruptcy Code and/or within six years before the Petition Date pursuant to
Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34. Moreover, the
Debtors and the Creditors' Committee allege a cause of action for unjust
enrichment. Further, the Debtors and the Creditors' Committee claim that any
sums allegedly owing should be recharacterized as equity rather than debt
pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors
and the Creditors' Committee allege that any debt owing should be subordinated
to the claims of the general unsecured creditors pursuant to Section 510(c) of
the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
11. N. Matthew Winget. N. Matthew Winget ("Matt Winget") is the
son of Winget. Matt Winget also is the owner of Linden Creek Enterprises, LLC.
On April 5, 2004, the Debtors and the Creditors' Committee filed an adversary
proceeding
64
against thirty-one defendants, including Matt Winget, Adversary Proc. No.
04-4373. Against Matt Winget, to the extent that the Debtors received no value
for these transfers and/or paid above fair market value the Debtors and the
Creditors' Committee allege, among other things, claims to avoid and recover at
least approximately the sum of $1,541,477, as fraudulent transfers made within
one year before the Petition Date pursuant to Section 548 of the Bankruptcy Code
and/or within six years before the Petition Date pursuant to Section 544 of the
Bankruptcy Code and M.C.L.A. Section 566.34. Moreover, the Debtors and the
Creditors' Committee allege a cause of action for unjust enrichment. Further,
the Debtors and the Creditors' Committee claim that any sums allegedly owing
should be recharacterized as equity rather than debt pursuant to Section 105(a)
of the Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee
allege that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The
Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated
with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
12. Adelicia J. Tiganelli. Adelicia J. Tiganelli ("Tiganelli") is
the daughter of Winget, and formerly was on the payroll of Venture Sales &
Engineering. On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Tiganelli,
Adversary Proc. No. 04-4373. Against Tiganelli, the Debtors and the Creditors'
Committee allege, among other things, claims to avoid and recover an amount to
which the proofs establish at trial, as preferential transfers made within one
year prior to the Petition Date pursuant to Sections 547 and 550 of the
Bankruptcy Code. To the extent that the Debtors received no value for these
transfers and/or paid above fair market value, the Debtors and the Creditors'
Committee seek to avoid and recover the transfers as fraudulent transfers made
within one year before the Petition Date pursuant to Section 548 of the
Bankruptcy Code and/or within six years before the Petition Date pursuant to
M.C.L.A. Section 566.34. Moreover, the Debtors and the Creditors' Committee
allege a cause of action for unjust enrichment. Further, the Debtors and the
Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. The
Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated
with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
13. Gwendolyn Cameron. Gwendolyn Cameron ("Cameron") is the
daughter of Winget, and formerly was on the payroll of Venture Sales &
Engineering. On April 5, 2004, the Debtors and the Creditors' Committee filed an
adversary proceeding against thirty-one defendants, including Cameron, Adversary
Proc. No. 04-4373. Against Cameron, to the extent that the Debtors received no
value for transfers and/or paid above fair market value the Debtors and the
Creditors' Committee allege, among other things, claims to avoid and recover an
amount to which the proofs establish at trial, as fraudulent transfers made
within one year before the Petition Date pursuant to Section 548 of the
Bankruptcy Code and/or within six years before the Petition Date pursuant to
Section 544 of the Bankruptcy Code and M.C.L.A. Section 566.34.
65
Moreover, the Debtors and the Creditors' Committee allege a cause of action for
unjust enrichment. Further, the Debtors and the Creditors' Committee claim that
any sums allegedly owing should be recharacterized as equity rather than debt
pursuant to Section 105(a) of the Bankruptcy Code. Alternatively, the Debtors
and the Creditors' Committee allege that any debt owing should be subordinated
to the claims of the general unsecured creditors pursuant to Section 510(c) of
the Bankruptcy Code. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
14. Venture Sales & Engineering ("VS&E"). The Debtors paid VS&E a
3% sales commission on all Venture sales. On December 12, 2003, the Debtors
filed an adversary proceeding against VS&E, Adv. Proc. No. 03-5356. On April 15,
2004, the Creditors' Committee filed an amended complaint in intervention.
Because the Debtors did not receive reasonably equivalent value in exchange for
paying the sales commissions, the Debtors seek to avoid and recover up to
$715,000 in payments as fraudulent transfers made within one year before the
Petition Date pursuant to Section 548 of the Bankruptcy Code. The Debtors and
the Creditors' Committee further allege such amounts were fraudulently
transferred to VS&E within six years prior to the Petition Date per M.C.L.A.
Section 566.34. The Debtors and the Creditors' Committee also allege that VS&E
acted as the Debtors' alter ego such that VS&E's assets and liabilities should
be substantively consolidated with those of the Debtors. The Debtors and the
Creditors' Committee also allege a cause of action for unjust enrichment
involving $52,267,764 in sales commissions to the extent that VS&E received
sales commissions without having originated any new sales for the Debtors.
Moreover, the Debtors allege a cause of action to recharacterize debt as equity
pursuant to Section 105(a) of the Bankruptcy Code, or, alternatively, to
subordinate debt under Section 510(c) of the Bankruptcy Code. On February 17,
2004, the Debtors stipulated to the intervention in the case by the Creditors'
Committee as co-plaintiff.
On May 10, 2004, the court held a scheduling conference in the case
and set the following significant dates: by June 10, 2004, the parties must make
their initial disclosures; a joint status report is due on August 26, 2004; a
status conference is scheduled for August 30, 2004; the plaintiffs must submit
any expert reports by December 1, 2004; the defendant must submit any expert
reports by January 7, 2005; the discovery deadline is February 28, 2005; and the
dispositive motion deadline is May 31, 2005.
The Debtors expect that Adv. Proc. No. 03-5356 will be procedurally
consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and
04-4373.
15. VIR Company, LLC. ("VIR"). VIR is located in Moscow, Russia
and provides engineering services solely to Deluxe Pattern Acquisition
Corporation, another company wholly-owned by Winget. Between June 17, 1999 and
May 13, 2002, one or more of the Debtors transferred to VIR funds, of which
$164,156 remains unpaid. On April 5, 2004, the Debtors and the Creditors'
Committee filed an adversary proceeding against thirty-one defendants, including
VIR, Adv. Proc. No. 04-4373. Against VIR, the Debtors and the Creditors'
Committee allege, among other things,
66
claims to avoid and recover the amounts paid to VIR as preferential transfers
made within one year prior to the Petition Date pursuant to Sections 547 and 550
of the Bankruptcy Code. To the extent that no benefit was received in exchange
for the transfers, the Debtors and the Creditors' Committee seek to avoid and
recover the payments as fraudulent transfers made within one year before the
Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six
years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors
and the Creditors' Committee also allege that VIR acted as the Debtors' alter
ego such that VIR's assets and liabilities should be substantively consolidated
with those of the Debtors. The Debtors and the Creditors' Committee further
allege a cause of action for unjust enrichment for the transfers. Further, the
Debtors and the Creditors' Committee claim that any sums allegedly owing should
be recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
16. Pompo Insurance & Indemnity Company, Ltd. ("Pompo"). Pompo is
a Barbados, West Indies corporation, which is 100% owned by Venco Management
Canada, Ltd., which is in turn owned by P.I.M. Management Company, dba PIM,
Inc., a Michigan corporation wholly owned by Winget. At all relevant times
herein, Pompo was to provide insurance coverage for the Debtors' self-insured
workers' compensation and health programs, as well as Debtors' deductible
exposures under all other corporate insurance policies. On April 5, 2004, the
Debtors and the Creditors' Committee filed an adversary proceeding against
thirty-one defendants, including Pompo, Adv. Proc. No. 04-4373. Against Pompo,
the Debtors and the Creditors' Committee allege, among other things, claims to
avoid and recover the amounts received by Pompo as preferential transfers made
within one year prior to the Petition Date pursuant to Sections 547 and 550 of
the Bankruptcy Code. To the extent that no benefit was received in exchange for
the transfers, the Debtors and the Creditors' Committee seek to avoid and
recover the payments as fraudulent transfers made within one year before the
Petition Date pursuant to Section 548 of the Bankruptcy Code and/or within six
years before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors
and the Creditors' Committee also allege that Pompo acted as the Debtors' alter
ego such that Pompo's assets and liabilities should be substantively
consolidated with those of the Debtors. The Debtors and the Creditors' Committee
further allege a cause of action for unjust enrichment. Further, the Debtors and
the Creditors' Committee claim that any sums allegedly owing should be
recharacterized as equity rather than debt pursuant to Section 105(a) of the
Bankruptcy Code. Alternatively, the Debtors and the Creditors' Committee allege
that any debt owing should be subordinated to the claims of the general
unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code. In
addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to
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impose a constructive trust over certain assets owned by the defendants. The
Debtors expect that Adv. Proc. No. 04-4373 will be procedurally consolidated
with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358, 04-4125, and 03-5356.
17. Moldite, Inc. ("Moldite"). On November 16, 1999, Moldite and
Venture Global Engineering, LLC ("Venture Global"), a company of which 50% is
owned by Winget and Deluxe, signed an agreement to jointly develop and market a
material for applications in both the automotive and other industries ("Venture
Global Agreement"). The Debtors were not a party to the Venture Global
Agreement. Pursuant to the Venture Global Agreement, Venture Global was to
provide funding to Moldite until it was able to generate sufficient cash flow to
operate on its own. Although not a party to the Venture Global Agreement, the
Debtors transferred $600,000.00 to Moldite between November 29, 1999 and
November 2, 2000. On April 5, 2004, the Debtors and the Creditors' Committee
filed an adversary proceeding against thirty-one defendants, including Moldite,
Adv. Proc. No. 04-4373. Against Moldite, the Debtors and the Creditors'
Committee allege, among other things, claims to avoid and recover the amounts
paid to Moldite. To the extent that no benefit was received in exchange for the
transfers, the Debtors and the Creditors' Committee seek to avoid and recover
the payments as fraudulent transfers made within one year before the Petition
Date pursuant to Section 548 of the Bankruptcy Code and/or within six years
before the Petition Date pursuant to M.C.L.A. Section 566.34. The Debtors and
the Creditors' Committee also allege that Moldite acted as the Debtors' alter
ego such that Moldite's assets and liabilities should be substantively
consolidated with those of the Debtors. The Debtors and the Creditors' Committee
further allege a cause of action for unjust enrichment for the transfers.
Further, the Debtors and the Creditors' Committee claim that any sums allegedly
owing should be recharacterized as equity rather than debt pursuant to Section
105(a) of the Bankruptcy Code. Alternatively, the Debtors and the Creditors'
Committee allege that any debt owing should be subordinated to the claims of the
general unsecured creditors pursuant to Section 510(c) of the Bankruptcy Code.
In addition, the Debtors and the Creditors' Committee seek the appointment of an
equity receiver to preserve, protect, and administer certain assets owned by the
defendants, and also seek to impose a constructive trust over certain assets
owned by the defendants. The Debtors expect that Adv. Proc. No. 04-4373 will be
procedurally consolidated with Adv. Proc. Nos. 03-5359, 03-5357, 03-5358,
04-4125, and 03-5356.
c. OTHER PENDING ADVERSARY PROCEEDINGS
1. Bank One, NA v. Venture Holdings Company LLC, et al., Adv.
Pro. No. 04-4399. On April 13, 2004, Bank One, NA, in its capacity as
Pre-Petition Agent on behalf of the Pre-Petition Lenders, commenced an adversary
proceeding against Debtors and additional non-Debtor entities, including Venture
Heavy Machinery Limited Liability Company, Venture Equipment Acquisition
Company, Venture Real Estate Acquisition Company, Realven Corporation, Deluxe
Pattern Corporation, Venture Real Estate, Inc., Venture Automotive Corporation,
Farm & Country Real Estate Company, Patent Holding Company, and Venture Sales &
Engineering Corp. (collectively, the "Non-Debtor Defendants"). In this action,
the Pre-Petition Agent, on behalf of the Pre-Petition Lenders, seeks to
foreclose on, and conduct judicially sanctioned sales of, certain
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collateral and mortgaged real property (the "Real Property") pledged by the
Non-Debtor Defendants to secure the Non-Debtor Defendants' guaranties of the
obligations of Venture under the Existing Bank Facility. In connection with the
foreclosure sales, the Pre-Petition Agent is seeking the appointment of a
receiver to manage the Real Property in order to, inter alia, maintain and
preserve the value of the Real Property pending foreclosure. Because the
Debtors' have certain possessory and legal interests in the Real Property and
other collateral, the Pre-Petition Agent is seeking to lift the automatic stay
in order to conduct the foreclosure sales. The Debtors do not oppose the relief
requested by the Pre-Petition Agent relative to foreclosure, provided that: (a)
such relief is consistent with the Plan or any further plan of reorganization to
which the parties' consent; and (b) such relief does not interfere with the
Debtors' possessory rights to, or interests in, the Real Property and other
collateral. Pursuant to the Settlement between the Creditors' Committee the
Senior Lenders have agreed to refrain from proceeding in this action until June
30, 2004 (unless the Termination Date under the Contribution Agreement is
extended or the Creditors' Committee agrees in writing to the contrary).
2. CNH America, LLC v. Venture Industries Corp., Adv. Pro. No.
04-4427. On April 22, 2004, CNH America, LLC ("CNH") commenced an adversary
proceeding against Venture Industries Corporation. CNH is a former customer of
Venture Industries Corporation. Venture Industries Corporation supplied certain
plastic parts to CNH, beginning in approximately June 2001. In July 2003, CNH
ceased buying the majority of the subject Parts from Venture Industries
Corporation, and transferred production of those Parts to a substitute supplier.
In CNH's complaint, CNH seeks to compel Venture Industries Corporation to return
to CNH certain CNH-owned tools, molds, and dies (the "Tooling") that Venture
Industries formerly used in connection with its manufacture of parts for CNH.
CNH also moved the Bankruptcy Court to compel the return of the Tooling. On May
12, 2004, Venture Industries Corporation filed its answer and affirmative
defenses to CNH's complaint, along with its brief in opposition to CNH's motion,
and a counterclaim. Venture Industries Corporation's defends against CNH's claim
on the basis of Venture Industries Corporation's valid possessory lien on the
Tooling. In addition, as alleged in Venture Industries Corporation's
counterclaim, approximately $589,315 remains due and owing to Venture Industries
Corporation for parts that were delivered to CNH and accepted by CNH, for which
CNH has refused to pay Venture Industries Corporation. Moreover, approximately
$231,040 remains due and owing by CNH to Venture Industries Corporation for
specialized raw materials, work-in-process, finished goods inventory, and
related hardware that were purchased or maintained by Venture, but were rendered
obsolete as a result of a transfer of production to the substitute supplier. At
a hearing held on May 20, 2004, the Court granted a request by CNH for the
return of its tooling, conditioned upon delivery of an irrevocable letter of
credit or surety bond in the amount of $657,000.
d. ADDITIONAL POTENTIAL CAUSES OF ACTION AGAINST THIRD
PARTIES
The Debtors have identified potential causes of action against third parties
that have not been filed but are being investigated by the Debtors at this time.
Causes of Action to be transferred to the Creditors' Trust will be more
specifically listed as Avoidance Actions
69
on Exhibit B to the Plan. Additional Causes of Action to be retained by the
Reorganized Debtors are listed here and may also be listed in the Plan. A
summary of many of such potential causes of action, which are preserved, is set
forth below.
1. CLAIMS RELATING TO WINGET AFFILIATES AND WINGET
AFFILIATE TRANSACTIONS
The Debtors reserve the right to pursue any and all Claims or Causes of Action,
including fraud, against professionals, including lawyers and accountants, in
connection with the creation of the Winget Affiliates and the effectuation of
their transactions with the Debtors. Specifically, the Debtors will investigate
whether the Debtors have any claims or causes of action against Deloitte &
Touche ("Deloitte") in connection with Deloitte's role as the Debtors' auditors.
The Debtors will commence litigation necessary to enforce their claims, if any,
against Deloitte. The Debtors will also investigate whether the Debtors have any
claims or causes of action against any person or entity which provided fairness
opinions in connection with the Debtors-Winget Affiliate transactions, including
Stout Risius Ross.
2. CLAIM AGAINST FORMER GRAND BLANC FACILITY EMPLOYEE
The Debtors will investigate whether the Debtors have claims or causes of action
against one of their former employees at the Debtors' Grand Blanc facility who
the Debtors believe may be responsible for accounting irregularities that were
disclosed by the Debtors and confirmed by the Debtors' forensic accountants,
Doeren Mayhew.
3. CLAIM AGAINST LINDEN CREEK ENTERPRISES, LLC
The Debtors entered into a confidential settlement agreement with General Motors
with respect to various claims concerning the Debtors' scrap materials. While
the Debtors paid the amounts due in connection with the settlement agreement,
Linden Creek Enterprises, LLC ("Linden Creek") was the party involved in the
actions which were the subject of the claims. Accordingly, the Debtors will
investigate whether the Debtors have claims or Causes of Action against Linden
Creek.
4. CLAIM AGAINST PARTIES IDENTIFIED IN PATENT HOLDINGS
COMPANY V. DELPHI AUTOMOTIVE SYSTEMS CORPORATION, CASE
NO. 99-76013
The Debtors will investigate whether the Debtors have claims or further Causes
of Action against third parties who may be infringing on Patent Holdings
Company's patents, which are subject to Venture's license rights.
5. CLAIM AGAINST PATENT HOLDINGS COMPANY FOR ATTORNEYS'
FEES
Venture is absorbing the cost of various lawsuits against Delphi Automotive
Systems Corporation ("Delphi") and others, including Autoliv ASP, Inc. and
Autoliv Inc., to
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protect its license rights granted by Patent Holdings Company. Out of any
recovery against any party to such litigation, including Delphi, or otherwise,
Venture will have a claim for out-of-pocket legal and other costs incurred in
prosecuting these Claims.
6. CLAIMS AGAINST WINGET, WINGET AFFILIATES AND THIRD
PARTIES
The Debtors reserve the right to pursue any and all Claims or Causes of Action
against Winget, Winget Affiliates and third parties that are discovered during
the course of the litigation described in the this Article IV.
7. REIMBURSEMENT OF EXPENSES AND POTENTIAL BREACH OF DUTY
OR OTHER CLAIMS AGAINST WINGET AND VENTURE ALABAMA
The Debtors reserve the right to pursue any and all Claims or Causes of Action,
including claims for reimbursement of expenses, breach of duty, quantum meruit,
interference with contract, or other claims, against Winget or Venture Alabama
relating to the Hyundai Contract, or any breaches of the Contribution Agreement.
8. REIMBURSEMENT, CONTRIBUTION OR OTHER CLAIMS AGAINST
GERMAN SUBSIDIARIES AND OTHER THIRD PARTIES
The Debtors reserve the right to pursue any and all Claims or Causes of Action
against Peguform or any of the other German Subsidiaries, or any entity or third
party in connection with the German Insolvency Proceeding, including claims for
reimbursement or contribution for amounts paid to TRW in the event the Court
permits the setoff of the Peguform Amount.
9. FEDERAL-MOGUL CLAIMS
The Debtors reserve the right to pursue any and all Claims or Causes of Action
against Federal-Mogul or its present or former parent, subsidiary or affiliate
entities, including but not limited to the claims discussed in or relating to
Venture's proof of claim filed on or about February 28, 2003 in the case In re
Federal-Mogul Global Inc., T&N Limited et al., Case No. 01-10578, pending in the
United States Bankruptcy Court for the District of Delaware, including but not
limited to secured and unsecured claims for unpaid tooling and parts totaling
$752,336.80 and any breach of contract claims.
10. INTELLECTUAL PROPERTY CLAIMS
The Debtors reserve the right to pursue any and all Claims or Causes of Action
with respect to the Debtors' rights to intellectual property such as patents,
trademarks, copyrights, trade secrets, trade dress, etc., including but not
limited to infringement, misappropriation, and royalty claims.
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11. COUNTERCLAIMS
The Debtors reserve the right to pursue any and all Claims or Causes of Action
which may be counterclaims, including but not limited to counterclaims against
creditors asserting claims against the Debtors or their estates, whether or not
the amount asserted in the counterclaim exceeds the amount of the claim.
12. RESERVATION OF OTHER CLAIMS OR CAUSES OF ACTION
The Debtors reserve, through the Plan, all Causes of Action, Claims, litigation
and similar rights, including but not limited to those described in the Debtors'
schedules and statement of financial affairs, as amended from time to time, this
Disclosure Statement or in the Plan, or in exhibits to any of the foregoing.
C. LITIGATION
As of the Petition Date, the Debtors were not involved in any material
litigation other than the adversary proceedings listed herein, the litigation
listed below or non-material matters, such as employment litigation with
potential exposure in each case less than $100,000. The Debtors are preserving
all of their Claims and Causes of Action (including those that are being
transferred to the Creditors' Trust and the Creditors' Warrant), including those
arising under commercial purchase orders, such as those relating to pricing
issues, offsets and the like. All of the following Causes of Action (and any
other Cause of Action against any other Winget Affiliate), to the extent one of
the Debtors is the plaintiff, will be preserved.
1. Venture Industries et al. v. Himont U.S.A. et al., United
States Court of Appeals, 6th Circuit, Case No. 02-2172; 02-2194 (Dist. Ct. No.
93-70415). Venture Industries sued Himont (n/k/a Bassell U.S.A.) for direct and
consequential damages based on Himont's delivery to Venture Industries of
defective product. Direct damage claims were arbitrated and settled between
Venture Industries and Himont, which was confirmed by the district judge. Himont
filed a motion to dismiss the consequential damage claim, which the Sixth
Circuit referred to its merits panel. If the court finds that Venture Industries
is entitled to consequential damages, the case would be remanded to the trial
court for a jury trial to determine the amount of consequential damages owed to
Venture Industries as a result of Himont's direct damage behavior. Venture
Industries' experts calculate that the damages and accrued statutory interest
relating to the two consequential damage claims potentially worth several
million dollars. In addition, Venture Industries claims it is entitled to
interest from the date of filing.
2. Venture Corporation (as successor to Bailey Corporation) v.
ITT Automotive Inc., Oakland County, Michigan Circuit Court, File No.
98-003510-CK. Venture Corporation's allegation is based on the theory of quantum
meruit for goods. Venture Corporation claims that ITT Automotive and Venture
Corporation entered into a year to year purchase agreement and that as to the
years in question, ITT Automotive either agreed to pay fair price for the
product, or in the alternative, there was no
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agreement as to price. ITT assets are worth approximately $3.0 million. The case
was mediated for $2.8 million. The parties have agreed to arbitrate their
claims.
3. Venture Industries Corporation, Vemco, Inc., Patent Holding
Company and Winget v. Autoliv ASP, Inc. and Autoliv, Inc., Case No. 99-75354 and
American Arbitration Case No. 14 133 02472 01. The civil matter is pending in
the Eastern District of Michigan Federal Court before Judge Cohn. Plaintiffs
claim that both defendants breached certain terms of a Cross License Agreement
and a Supply Agreement (the "Civil Case"). In the Civil Case, Plaintiffs
contended that Defendants breached the Supply Agreement by not awarding business
to the Plaintiff as provided for in the Supply Agreement. Plaintiffs also
contend that the Cross License Agreement was terminated as of such breach.
Plaintiffs have received a jury verdict in the amount of $27 million, but the
Defendants filed an appeal of such verdict with the U.S. Court of Appeals for
the 6th Circuit in March 2004. On April 12, 2004, Plaintiffs filed a cross
appeal of an order granting summary judgment to the Defendants on certain claims
as well as the denial of prejudgment interest on the verdict amount. The
arbitration case involves the validity and ownership of various patents that are
the subject of the Cross-License Agreement. If the Plan is confirmed and becomes
Effective, all of the proceeds of the arbitration proceeding will inure to the
benefit of Venture Delaware.
4. Patent Holding Company v. Delphi Automotive Systems
Corporation, Case No. 99-76013. Plaintiff, Patent Holding Company, claims that
Defendant, Delphi, is infringing three of its basic patents involving air bag
cover technology. Plaintiff believes that this patented technology is vital to
the air bag industry. Therefore, a victory against Delphi may compel Delphi
either to pay Plaintiff a royalty so that Delphi can continue to manufacture
airbag covers on its own, or induce Delphi to enter into a contract with Debtors
under which Debtors will produce air bag covers for Delphi, given the Debtors'
cost-free license. It appears that Delphi's defense will mainly rest on its
claim that Venture offered the inventions for sale more than one year before the
patent applications were filed. Plaintiff's counsel believes that there is
evidence to defeat this defense.
Moreover, if Plaintiff prevails, Plaintiff will have set the stage
for suits against other potential defendants who are similarly infringing
Plaintiff's patents. Such suits could also compel similarly situated defendants
to pay royalties to the Debtors or to contract with the Debtors for the
manufacture of airbag covers. Venture is absorbing the costs of this patent
infringement suit against Defendant to protect its license rights granted by
Patent Holding Company. To the extent of any recovery against Delphi, the
Debtors will be reimbursed for their out-of-pocket legal and other costs
incurred in prosecuting the claim.
The discovery schedule and trial date in the case have been stayed
pending the Court's rulings on a number of claim-construction issues. In
December 2003, Judge Cohn made a ruling on one of the claim-construction issues.
In April 2004, a Special Master issued Reports and Recommendations regarding
claim construction issues involving each of the three patents. Plaintiff has
moved for the adoption of the Special Master's Reports and Recommendations with
respect to two of the patents, and for the
73
modification and adoption of the Report and Recommendation with respect to the
third patent. On April 21, 2004, Delphi petitioned Judge Cohn requesting that he
review the Special Master's Reports and Recommendations.
The parties have agreed to mediate this case and have selected a
mediator. Delphi, however, refuses to move forward with mediation until after a
final determination has been rendered with respect to claim construction.
The following litigation, in which one or more Debtors are defendants, was
pending prior to the Petition Date, and, except as noted below, has been stayed:
1. Orix Capital Markets, et al v. Venture Company LLC, Federal
District Court, Eastern District of Michigan, 02-CV-74554. Filed November 14,
2002. Orix, one of Venture's Pre-Petition Lenders, sued Venture for breach of
contract and fraud in Texas state court, but dismissed the case and refiled in
federal court in Michigan. Orix seeks rescission of its loan agreement and
return of $6,370,000 loaned to Venture. Venture believes Orix has sold its loan
for a substantial amount, thus significantly limiting its damages. Any claim
that Orix has against Debtors will be a Class 3 Claim and should be satisfied by
the treatment of such claims described herein. If for any reason such claim is
not satisfied through the Class 3 treatment, such claim will be a Class 5 Claim.
2. Siemens Financial Services GmbH v. Venture Company LLC, Macomb
County Circuit Court, Case No. 02-4315 CK. Siemens is seeking approximately
$12.6 million in damages pursuant to a guaranty signed by Venture in connection
with the sale of accounts receivable to Siemens from Peguform. Siemens seeks to
recover on a first notice guarantee which Siemens required Venture to execute,
on behalf of Peguform, arising from Siemens and Peguform entering into a certain
Receivables Purchase Agreement. Siemens alleges that Peguform has defaulted
under the agreement and therefore, as guarantor, Venture should pay Siemens.
According to German counsel, defenses are available to Venture. If Siemens
should prevail, any judgment would be in excess of $10.0 million depending upon
the exchange rate but would be net of any recovery that Siemens would have from
Peguform or its customers. Such claim would be a Class 5 Claim.
In order to counter the Siemens claim and defend itself, Venture has
considered filing an action against Peguform for indemnification, alleging that
if Venture should be found liable, such liability arises from the action and
default of Peguform and thus Peguform must indemnify Venture. Should Venture be
found liable to Siemens, Venture should recover from Peguform (assuming that the
German Insolvency Proceeding does not prohibit such recovery). In addition,
Debtors believe they have other defenses to the validity of the guaranty.
3. Cooper-Standard Automotive v. Venture Industries Corporation,
Macomb County Circuit Court, Case No. 02-5461-CK. Cooper-Standard Automotive
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("Cooper") has alleged that Venture Industries Corporation owes it approximately
$445,000. Venture disputed the charges. Discovery had just begun in this matter.
Venture believes that it has defenses to payment including that such amounts are
not recoverable pursuant to the agreements and rules with suppliers. Any Claim
that Cooper has against the Debtors will be a Class 5 Claim.
4. U.S. E.P.A. v Vemco, Inc. The United States Environmental
Protection Agency commenced an administrative complaint under Section 113 of the
Federal Clean Air Act, against Vemco, as owner of Venture Grand Rapids. This
complaint sought civil penalties against Vemco in the amount of $460,945.
Substantial defenses to the underlying violations did not exist. However,
substantial defenses to the amount of the penalty do exist. USEPA and Vemco
engaged in negotiations over the amount of the penalty which was reduced to a
consent judgment of $225,000. This matter was not subject to the automatic stay.
The parties entered into a Consent Judgment and Debtors are seeking approval of
that settlement. In a companion matter (Venture Grand Rapids v. State of
Michigan et. al, Kent County Circuit Court, File No. 00-11928-AA), Venture Grand
Rapids is requesting an order allowing it to use Emission Reduction Credits
("ERC's") it purchased as a license to allow it to discharge into the air
emissions which would otherwise be in violation of air pollution standards.
Venture's claim is based on a literal reading of the statute and a strict
application of the statute to the issue of whether or not the State has a right
to refuse to allow ERC's to be used as Venture used them. This companion case
was stayed pending resolution of the violations raised by USEPA in its
administrative case and has now been dismissed with the USEPA settlement.
5. Dow Chemical v. Venture Industries Corporation, Kent County
Circuit Court, Case No. 02-08960 CK. Dow is seeking approximately $1.6 million
in damages for an unpaid pre-petition account and Venture Industries Corporation
is seeking approximately $5.4 million in damages as a result of Dow's contract
breach. The case is in early stages of discovery. Any Claim that Dow Chemical
has against Venture Industries will be a Class 5 Claim.
VII. SIGNIFICANT POST-PETITION ACTIONS
The Case commenced on March 28, 2003 (the "Petition Date"), and the following
actions describe significant actions taken after such date.
A. RETENTION OF PROFESSIONALS
Since the Petition Date, the Debtors have continued to operate their businesses
in the ordinary course as debtors-in-possession under Sections 1107 and 1108 of
the Bankruptcy Code.
Both before and after the Petition Date, the Debtors have taken actions to
stabilize their operations. The Debtors' management actively and regularly
contacts its customers, vendors and other business partners to assure them that
the Case will not adversely affect the Debtors' ability to operate and honor
trade terms. At the same time, management has
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addressed and will continue to address the many emergencies and other matters
which are incidental to the commencement of a complex chapter 11 case, including
responding to a multitude of inquiries by employees, unsecured Creditors, the
Creditors' Committee and its Professionals and others.
For purposes of representation of the Debtors in the Case, the Debtors retained
Professionals, including, without limitation, (i) the law firm of Foley &
Lardner LLP, Detroit, Michigan, who succeeded Dykema Gossett PLLC as general
bankruptcy counsel; (ii) Conway Mackenzie & Dunleavy ("CMD"), Birmingham,
Michigan, as chief restructuring officer, and (iii) Jefferies and Company, Inc.
("Jefferies"), New York, New York, as investment bankers. In addition, the
Debtors have retained numerous other professionals to act as special counsel in
limited matters. Further, the Debtors retained Doeren Mayhew to act as a
forensic accountant to investigate causes of action against Winget and the
Winget Affiliates.
The Post-Petition Agent required the employment of a chief restructuring officer
of the Debtors. CMD assumed the role of chief restructuring officer of the
Debtors, and, in that capacity, has the full power and primary authority to
formulate and negotiate proposals for a financial restructuring of the Debtors
and to submit such proposals to the restructuring committee of the Debtors for
consideration. CMD has the power and authority to meet with the Debtors'
restructuring committee, or the entire boards of directors or managers, as the
case may be, of the Debtors without others present. Additionally, CMD has the
power and authority to communicate with Creditors of the Debtors.
Together with their petitions for relief, the Debtors filed a number of "first
day" motions on the Petition Date and have filed or expect to file various other
motions seeking orders from the Court as listed on Exhibit E (the "Motions").
Each of the first day Motions was granted, in whole or in part, by the
Bankruptcy Court.
B. CASE ADMINISTRATION
1. BAR DATE AND VOTING
In accordance with Bankruptcy Rules 3003(c) and 9029, by order dated August 29,
2003 the Bankruptcy Court established October 15, 2003 as the Claims Filing Bar
Date, subject to certain exceptions described in the order. Due to an error by
the claims agent, the Debtors obtained an order extending the Claims Filing Bar
Date to December 15, 2003 (the "Bar Date") and the Debtors will not object to
any Claims filed before that date as being late filed. The Debtors sent new
Claims packages to Creditors to explain the error and provide directions for
filing a Proof of Claim.
Pursuant to Bankruptcy Rule 3003(c)(2), any Creditor: (a) whose Claim (i) was
not scheduled by the Debtors or (ii) was scheduled as disputed, contingent or
unliquidated, and (b) who failed to file a Proof of Claim on or before the Bar
Date, will not be treated as a Creditor with respect to that Claim for purposes
of voting on the Plan or receiving a distribution under the Plan. Further,
unless a Proof of Claim is filed on or before the Bar
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Date, the Claim amount listed in the Debtors' Schedules is dispositive.
Simultaneously with filing this Disclosure Statement, Debtors also filed a
Motion to establish detailed procedures with respect to voting on the Plan. Any
order resulting from such Motion will be provided to constituencies along with
the approved Disclosure Statement at the appropriate time.
If the Plan is confirmed, the Debtors will have up to 180 days from the
Effective Date to file any Claim objections, provided that such date may be
extended.
C. DEBTOR IN POSSESSION FINANCING
Venture arranged for post-petition financing pursuant to the Post-Petition
Credit Agreement, dated as of March 28, 2003, as amended by the First Amendment
to Post-Petition Credit Agreement, dated as of August 12, 2003 (the "Initial DIP
Agreement"). An interim order approving the Initial DIP Agreement was entered by
the Bankruptcy Court on April 4, 2003, and a final order approving the Initial
DIP Agreement was entered by the Bankruptcy Court on May 1, 2003. The Initial
DIP Agreement was amended and restated pursuant to the Amended and Restated
Post-Petition Credit Agreement, dated as of January 7, 2004 (as amended, the
"A&R DIP Agreement", together with all related documents and security
instruments, the "Existing DIP Facility"). The A&R DIP Agreement has been
amended numerous times to the date hereof to, among other things, (i) make
mutually acceptable changes, (ii) increase the interest rate of, and remove the
Eurodollar option for borrowing on, the loans and (iii) extend the deadline for
delivery of certain items. An interim order approving the Existing DIP Facility
was entered by the Bankruptcy Court on December 22, 2003 and a final order
approving the Existing DIP Facility was entered by the Bankruptcy Court on
January 9, 2004 (the "Existing DIP Order").
Under the Existing DIP Facility, the financial institutions party thereto (the
"Existing DIP Lenders") have extended post-petition credit to Venture in an
aggregate amount not to exceed $55.0 million, $30.0 million of which is in the
form of term loans and $25.0 million of which is in the form of revolving loans
(which revolving loan amount includes a $5.0 million sublimit for letters of
credit). Borrowings are made against a borrowing base formula comprised of
eligible accounts receivable, eligible inventory and eligible equipment and real
property, less certain reserves. Revolving Loans under the Existing DIP Facility
may be repaid and reborrowed in accordance with the terms of the Existing DIP
Facility.
The principal amount of each loan under the Existing DIP Facility currently
bears interest at (i) the sum of the higher of (x) the rate announced by Bank
One, N.A. from time to time as its prime rate and (y) the federal funds rate
plus 0.5% and plus (ii) 5.0% per annum. Interest is payable on the last day of
each calendar month (each such date, a "Payment Date").
In addition, the Existing DIP Facility requires Venture to pay to Black Diamond
Commercial Finance, L.L.C. ("BDCF"), as Post-Petition Administrative Agent (the
"Post-Petition Agent"), for the ratable benefit of the Existing DIP Lenders (i)
on each
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Payment Date (a) a nonrefundable commitment fee equal to 0.75% per annum of the
unborrowed commitment amount, and (b) a letter of credit fee equal to 4.50% per
annum of the maximum amount available to be drawn under all letters or credit
issued and outstanding and (ii) on January 7, 2004 and the last day of each
successive calendar quarter, a $25,000 facility fee.
Venture is also obligated to pay to Bank One, NA (i) in its capacity as issuer
of any letters of credit, an issuance fee of 0.375% per annum on the average
daily undrawn amount under each letter of credit, which amount is payable in
arrears on each Payment Date and (ii) in its capacity as servicer under the DIP
Facility on January 7, 2004 and the last day of each successive calendar
quarter, a $25,000 servicing fee.
The Post-Petition Agent, for the benefit of the Existing DIP Lenders, was
granted Enhanced Priority (as defined in the Existing DIP Facility) liens upon
all of the currently owned and after acquired property of Venture and the
Domestic Subsidiaries, subject to (i) Permitted Liens (as defined in the
Existing DIP Facility) that are non-avoidable, valid and perfected as of the
Petition Date, to the extent that such Permitted Liens would have priority over
the liens of the Pre-Petition Lenders as of the Petition Date, (ii) Permitted
Liens specifically allowed for under the Existing DIP Facility, and (iii) fees
and expenses allowed under the Carve-Out (as defined in the DIP Facility), and
excluding recoveries under Causes of Action asserted under Chapter 5 of the
Bankruptcy Code (such as preference actions), which causes of action are being
preserved and transferred to the Creditors' Trust and Creditors' Warrant. The
Pre-Petition Lenders have consented to the grant of a priming lien to the
Existing DIP Lenders.
The Domestic Subsidiaries and Deluxe have guaranteed the obligations of Venture
under the Existing DIP Facility. The guaranty of the Existing DIP Facility is
similar in form and substance to that given by the Domestic Subsidiaries to the
Pre-Petition Lenders in connection with the Existing Bank Facility.
In addition, in connection with the A&R DIP Agreement, Winget and the Affiliate
Guarantors guaranteed the obligations of Venture under the Existing DIP
Facility. The Affiliate Guarantors granted liens in their respective assets and
pledged the stock of certain of their subsidiaries to secure their guaranty
obligations and Winget pledged 100% of his ownership in each of the Affiliate
Guarantors to secure his guaranty obligations. The guaranty of the Existing DIP
Facility by Winget and the Affiliate Guarantors is similar in form and substance
to that given by Winget and the Affiliate Guarantors to the Pre-Petition Lenders
in connection with the Existing Bank Facility. The Pre-Petition Lenders have
consented to the grant of a priming lien to the Existing DIP Lenders with
respect to this additional pledged collateral.
On May 11, 2004, the Debtors filed their Motion For An Order (I) Authorizing
Debtors To Enter Into Senior Post-Petition Credit Agreement And Obtain
Post-Petition Financing Pursuant To Sections 363, 364 And 105 Of The Bankruptcy
Code, (II) Granting Senior Liens, Security Interests, And Superpriority Claims,
(III) Authorizing The Conversion Of Certain Revolving Credit Obligations Into
Term Loan Obligations, (IV) Authorizing The
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Debtors To Enter Into Modifications Of Certain Customer Agreements, And (V)
Granting Related Relief (the "Senior DIP Motion"). The hearing to consider the
Senior DIP Motion is scheduled for June 3, 2004. While there can be no
assurances that the Court will approve the Senior DIP Motion, the Plan is
premised on such approval.
The Senior DIP Motion seeks to approve a new senior post-petition credit
agreement consisting of revolving credit loans in the aggregate amount of
$25,000,000 (the "Senior DIP Facility") in favor of the Debtors and to amend the
A&R DIP Agreement to, among other things, prohibit new loans (but to leave
existing borrowings outstanding) and to extend the scheduled termination
agreement of such agreement to December 31, 2004 (consistent with the Senior DIP
Facility). Additionally, the Senior DIP Motion seeks authority for the Debtors
to pay fees and costs in association with the preparation, execution and
delivery of the documentation of the Senior DIP Facility and the amendment of
the A&R DIP Agreement. The DIP Motion also seeks authority and approval for the
Debtors to grant liens to Senior DIP Facility lenders (the "Senior DIP Lenders")
that will be senior to the liens securing the Existing DIP Facility, the Third
Priority Liens (defined below), the liens securing the Existing Bank Facility,
and all other liens subject only to the Carve-Out (as defined in the Senior DIP
Facility). Additionally, the Senior DIP Facility obligations are, subject to the
above-referenced Carve-Out, entitled to superpriority status pursuant to section
364(c)(1) of the Bankruptcy Code.
In addition, the Senior DIP Agreement will require Venture to pay to the Senior
Post-Petition Agent for the ratable benefit of the Senior DIP Lenders on each
Payment Date (i) a nonrefundable commitment fee equal to 0.50% per annum of the
unborrowed commitment amount, and (ii) a letter of credit fee equal to 4.50% per
annum of the maximum amount available to be drawn under all letters of credit
issued and outstanding.
Venture will also obligated to pay to Bank One, NA, in its capacity as issuer of
any letters of credit, an issuance fee of 0.375% per annum on the average daily
undrawn amount under each letter of credit, which amount is payable in arrears
on each Payment Date.
The Domestic Subsidiaries will guarantee the obligations of Venture under the
Senior DIP Agreement. The guaranty will be similar in form and substance to that
given by the Domestic Subsidiaries to the Pre-Petition Lenders in connection
with the Existing Bank Facility and to the DIP Lenders in connection with the
DIP Facility. Winget and the Affiliate Guarantors will not guarantee the
obligations of Venture under the Senior DIP Agreement.
The Senior DIP Motion also seeks authority and approval for the Debtors to grant
liens to the Senior DIP Lenders that will be senior to (i) the liens securing
the Existing DIP Facility, (ii) the Third Priority Liens (defined below), (iii)
the liens securing the Existing Bank Facility, and (iv) all other liens, subject
only to (a) a carve-out for fees required to be paid to the United States
Trustee pursuant to 28 U.S.C. Section 1930(a)(6) and any fees payable to the
Clerk of the Bankruptcy Court, (b) any allowed fees and disbursements of
professionals retained by the Debtors and by not more than two statutory
committees
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appointed in the Debtors' chapter 11 cases, and (c) the allowed expenses of any
member of such committees under section 503(b)(3)(F) of the Bankruptcy Code.
Additionally, the Senior DIP Agreement obligations shall, subject to the
above-referenced carve-out, be entitled to superpriority status pursuant to
section 364(c)(1) of the Bankruptcy Code.
The Senior DIP Agreement is conditioned upon, inter alia, the Bankruptcy Court's
order that for each dollar provided to the Senior DIP Revolver by a Pre-Petition
Lender, an equal amount of such Pre-Petition Lender's claims against the Debtors
from the Existing Bank Facility (the "Third Priority Indebtedness") will be
granted (i) a third priority lien on substantially all assets of the Debtors and
(ii) an administrative priority claim, senior to the liens and claims granted to
secured obligations under the Existing Bank Facility, but junior to the liens
and claims granted to secured obligations under the Senior DIP Agreement and the
DIP Facility (the "Third Priority Liens"). In addition, the Senior DIP Agreement
term sheet calls for a grant of a lien on all of the debtors' avoidance actions,
including the Extinguished Actions and certain Retained Actions in favor of the
Senior DIP Lenders.
Should the Bankruptcy Court confirm a reorganization plan for the Debtors that
is premised upon and effectuates the Contribution Agreement and that plan
becomes effective, the Third Priority Liens will become automatically null and
void and the indebtedness previously secured by the Third Priority Liens will
revert to pre-petition secured indebtedness. Additionally, notwithstanding
section 1129(a)(9)(A) of the Bankruptcy Code and the fact that the Senior DIP
Lenders holding claims pursuant to the obligations under the Third Priority Lien
provision (the "Third Lien Lenders") will be granted superpriority
administrative claim status, the Third Lien Lenders have agreed that any
treatment of the Third Priority Lien claims under any plan of reorganization
filed by the Debtors that is not premised upon the enforcement of the
Contribution Agreement will not require the unanimous consent of the Third Lien
Lenders and will instead be approved upon the consent of the Third Lien Lenders
that hold at least 2/3 of the amount and are at least 1/2 in number of the
holders of such claims.
On the Effective Date, all amounts then outstanding under the Senior DIP
Agreement and the DIP Facility will be repaid in full in cash with borrowings
under the Exit Financing Facility.
D. AGREEMENTS WITH CERTAIN CUSTOMERS
1. OMNIBUS ACCOMMODATION AGREEMENT
On March 31, 2003, the Debtors entered into an Omnibus Accommodation Agreement
with GM, Ford and DaimlerChrysler (GM, Ford and DaimlerChrysler are referred to
collectively as the "Customers"), the Pre-Petition Agent and the Post-Petition
Agent, which Omnibus Accommodation Agreement was amended pursuant to a letter
agreement (the "Letter Agreement") dated as of December 19, 2003 (as amended,
the "Accommodation Agreement"). The Accommodation Agreement provides, among
other things, that the Customers will (a) suspend their rights to setoff claims
that they may have for special or consequential damages against the Debtors, in
order to support higher
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advance rates against eligible receivables from the DIP Lenders under the DIP
Facility, (b) purchase inventory from the Post-Petition Agent or the Debtors,
under circumstances described in the Accommodation Agreement, in order to
support higher advance rates against eligible inventory from the DIP Lenders
under the DIP Facility, and (c) not resource current contracts with the Debtors,
so long as conditions described therein are satisfied, until the earlier of (i)
June 30, 2004 or (ii) the occurrence of stated events which materially affect
the Customers' willingness to continue the non-resourcing provisions. In
exchange for these accommodations, the Post-Petition Agent for the Pre-Petition
Lenders and the DIP Lenders agreed to forbear from exercising certain rights
under the Existing Bank Facility for defaults in existence at the time of the
Accommodation Agreement, subject to certain limitations. The Debtors anticipate
that the Accommodation Agreement and the Access and Security Agreement described
below will be extended.
2. ACCESS AND SECURITY AGREEMENT
As additional consideration for the Customers to enter into the Accommodation
Agreement, the Debtors entered into the Access and Security Agreement, dated
March 31, 2003 with the Customers, which was amended by the Letter Agreement (as
amended, the "Access Agreement"). Pursuant to the Access Agreement, among other
things, the Debtors granted to the Customers a subordinate (to the Pre-Petition
Lenders and the DIP Lenders) security interest in all of their assets necessary
for the production of the parts covered by the purchase orders with the
Customers. In addition, the Debtors agreed to provide the Customers with access
to all of their facilities, equipment, raw materials and employees necessary to
produce such parts for a period of up to 360 days, upon the occurrence of
certain stated events which materially affect the ability of the Debtors to
continue to produce the parts covered by such purchase orders. Such access also
includes a granting of a non-exclusive license by the Debtors to the Customers
with respect to the Debtors' intellectual property relating thereto for the
purpose of producing parts during the access period. Upon the exercise of its
access rights, among other things, a Customer is responsible for (a) purchasing
the inventory as provided in the Accommodation Agreement and (b) paying the
allocated overhead expenses otherwise incurred by the Debtors in the production
of such parts. The Access Agreement is generally co-terminous with the
Accommodation Agreement, subject to any extension due to any exercise by a
Customer of the access rights.
3. INSTANT PAYMENT TERMS AGREEMENT
In October 2002, the Debtors and the Customers entered into the Instant Payment
Terms Agreement (the "Instant Payment Terms Agreement"). The Instant Payment
Terms Agreement provides that, upon notice by the Debtors of the need for
instant payment terms, each Customer will make payment to the Debtors for
shipments and production of Component Parts (as defined therein) on an expedited
basis in exchange for a 2% discount for costs associated with the accelerated
payment so long as the conditions therein are satisfied. The Debtors also agreed
to build inventory banks at the Customers' request. Furthermore, the Instant
Payment Terms Agreement contains certain acknowledgments and agreement with
respect to rights to and interest in Tooling (as
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defined therein) used in the production of the Customers' Component Parts.
Although the Instant Payment Terms Agreement technically has expired, the
Customers and the Debtors have continued to adhere to its terms as though it
were in full force and effect.
4. 2002 GENERAL MOTORS ACCOMMODATION AGREEMENT
In October, 2002, the Debtors and GM entered into an Accommodation Agreement
(the "GM Accommodation Agreement") whereby GM agreed to advance payment on
certain tooling programs and the Debtors agreed to settle and release GM from
certain claims as more specifically defined in the GM Accommodation Agreement.
In mid-year 2003, the Debtors completed work on certain tooling programs for
which GM had issued purchase orders (the "Tooling Purchase Orders") and invoiced
GM in the ordinary course of Debtors' business (the "Tooling Invoices"). The
Tooling Invoices total $2,338,860. Upon receipt of the Tooling Invoices, GM
advised that GM's obligations under the Tooling Purchase Orders and Tooling
Invoices were released pursuant to the GM Accommodation Agreement. The Debtors
contend that the release did not relieve GM from its obligations under the
Tooling Invoices and Tooling Purchase Orders. The Debtors and GM have had
several meetings to negotiate a resolution of this disputed issue. The Debtors
and GM are finalizing the documentation of a Mutual Settlement Agreement and
Release, whereby, subject to court approval, GM would pay the Debtors the sum of
$800,000, and the Debtors would agree and acknowledge that upon receipt of such
payment, title in and to all tooling referenced in the Tooling Purchase Orders
and Tooling Invoices would automatically vest in GM, free and clear of all
liens, claims and interest. Further, the Debtors would release GM from any and
all demands, causes of action and claims arising from or related to the Tooling
Purchase Orders or Tooling Invoices. The Debtors will file a motion to approve
such settlement agreement promptly after its execution.
5. MODIFICATIONS TO CUSTOMER AGREEMENTS UNDER THE SENIOR DIP
MOTION
Pursuant to the Senior DIP Motion, the Debtors have sought authorization to
enter into certain modifications to the Accommodation Agreement, the Access
Agreement and the Instant Payment Terms Agreement, which, among other things,
extends the scheduled termination of such agreements to December 31, 2004,
subject to the occurrence of certain events. In addition, pursuant to the Senior
DIP Motion, the Debtors sought the Court's confirmation that (i) under the
Access Agreement, upon the occurrence of a Default (as defined therein), any one
or more of the Customers (or their designee) is permitted to exercise the Right
of Access (as defined in the Access Agreement) without notice or further order
of the Bankruptcy Court and (ii) under the Accommodation Agreement, upon the
occurrence of a Trigger Event (as defined therein) the agent for the Senior DIP
Lenders, the Post-Petition Agent, and the Pre-Petition Agent shall have the
right, without further order of the Bankruptcy Court, to sell the inventory
governed by such agreement to the Customers pursuant to the terms of the
Accommodation Agreement.
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E. CONTRIBUTION AGREEMENT AND THE FORMATION OF VENTURE DELAWARE
On or about September 22, 2003, the Debtors entered into the Contribution
Agreement with Larry J. Winget, the Larry J. Winget Living Trust and the Other
Transferors Named therein. A fully executed copy of the Contribution Agreement
is attached to the Plan as Exhibit D. All terms not specifically defined in this
Section or in the Plan will have the meaning attributed to them in the
Contribution Agreement.
Pursuant to the Contribution Agreement, upon the fulfillment of certain
conditions precedent, which include, without limitation, Confirmation of the
Plan, the Transferors shall assign, transfer and convey to Venture Delaware and
Venture Holdings shall cause Venture Delaware to accept from the Transferors,
all of the Transferors' right, title and interest in, to and under the Equity
Interests (as defined in the Contribution Agreement, the "Transferred Equity
Interests") and the Transferred Assets. In consideration for the transfer of the
Transferred Equity Interests and Transferred Assets, Venture Delaware will
assume certain liabilities associated with the Transferred Assets and issue to
the Transferors 100% of the Common Membership Interests (the "Winget
Interests"), subject to dilution upon the exercise of the Creditors' Warrant.
The Contribution Agreement contains representations and warranties made by the
Transferors with respect to the Transferred Winget Entities and the Transferred
Assets, including certain customary representations and covenants regarding
power and authority and ability to effectuate the transactions contemplated in
the Contribution Agreement.
The Contribution Agreement contains certain conditions to the obligations of the
Transferors to perform under the Contribution Agreement. Among other conditions,
the Contribution Agreement provides that Plan must be feasible under Section
1129(a)(11) of the Bankruptcy Code and that the plan as confirmed cannot contain
modifications from the Original Plan which are materially adverse to the
Transferors taken as a whole.
The Contribution Agreement provides the parties with certain termination rights.
Such termination rights include the right of either the Transferors or Venture
Holdings (with the consent of the Pre-Petition Agent) to terminate the
Contribution Agreement if the Closing Date does not occur prior to June 30,
2004; provided, however, that the right to terminate the Contribution Agreement
if a Closing Date does not occur by June 30, 2004, is not available to a party
whose failure to fulfill any obligation under the Contribution Agreement shall
have been the cause of, or shall have resulted in, the failure of the Closing
Date to occur prior to June 30, 2004.
The Contribution Agreement provides that each of the parties thereto shall have
the right to specifically enforce the Contribution Agreement in any court of
competent jurisdiction, including the Bankruptcy Court. Approval of the
Contribution Agreement by the Bankruptcy Court is not a condition to the
parties' rights to compel specific performance. However, the Debtors'
obligations thereunder are subject to the approval of the Bankruptcy Court.
Additionally, the Contribution Agreement provides that Pre-Petition Agent shall
be deemed a third party beneficiary of the entire Contribution Agreement and
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shall have the ability to enforce the obligations contained in the Contribution
Agreement. The Debtors currently anticipate that they will need to compel the
Transferors' performance under the Contribution Agreement consistent with the
terms and conditions contained therein.
In connection with the Plan, Winget has been given, for a period of two years
from the Effective Date, the right to cause Venture Delaware to redeem 100% of
the Preferred Membership Interests issued under the Plan to the Holders of Class
3 Claims. In order to exercise this right of redemption, Winget would need to
deliver to Venture Delaware cash in an amount equal to the par amount of the
Preferred Membership Interests plus all accrued and unpaid dividends through the
time the right of redemption is exercised.
Any time after the Bank Senior Notes, the Bank Junior Notes, and, if any of the
holders of the Bank Senior Notes or Bank Junior Notes are lenders under the Exit
Financing Facility, the Exit Financing Facility, have been paid in full and any
commitments to the lender under the Exit Financing Facility have been
terminated, Venture Delaware may redeem all but not less than all of the
Preferred Membership Interests for cash equal to the par amount of the Preferred
Membership Interests plus all accrued and unpaid dividends through the time that
the redemption right is exercised; provided, however, that prior to the second
anniversary of the Effective Date, Venture Delaware shall not redeem the
Preferred Membership Interests unless Winget (so long as Winget and the Winget
Affiliates in the aggregate own at least 25% of the outstanding Common Units)
has given his prior written consent to such redemption (which Winget may
withhold in his sole discretion).
The Debtors, the Steering Committee and the Creditors' Committee believe that
the Contribution Agreement is in the best interest of the Debtors' respective
Estates. Certain of the Transferred Winget Entities are critical to both the
operations and value of the Debtors' business. The Debtors, the Steering
Committee and the Creditors' Committee determined that preservation of the value
of the business was most effectively achieved through the contribution of the
Transferred Winget Entities to the Debtors as the alternative is litigation of
the Extinguished Actions, which will take more time than the business can
withstand. Moreover, pursuant to the Contribution Agreement, the Debtors will
receive the added value of the South African and Australian Winget Affiliates,
which together add an approximate EBITDA of $58.2 million to Venture Delaware.
The Contribution Agreement and the Plan provide that the Value of the
Extinguished Actions will be preserved for the benefit of General Unsecured
Creditors through valuation procedures to be approved prior to the Effective
Date. The Value of the Extinguished Actions determined through such valuation
procedures may reduce the percentage ownership of the Transferring Winget
Entities in Venture Delaware through the Creditors' Warrant described herein.
This mechanism is designed to capture the value that the Holders of Class 5
Claims would have obtained if they successfully sued Winget and/or the Winget
Affiliates. Indeed, the mechanism under the Contribution Agreement and the Plan
ensures a better result for the Holders of Class 5 Claims because, it preserves
both the business by consensual integration of key assets, and gives creditors
the value they would have obtained through the Extinguished Actions, in the form
of
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common stock. Any Causes of Action of the Debtors against Retained Entities will
be transferred to the Creditors' Trust for the benefit of the Holders of Class 5
Claims, subject to the terms of the Settlement.
Under the Contribution Agreement, Winget and the other Transferors have a right
to terminate the Contribution Agreement in the event the Plan as modified from
the Plan originally filed in September 2003 contains modifications which
materially adversely effect Winget and the other Transferors taken as a whole.
The changes to the Plan and the Settlement, as described in this Disclosure
Statement, have not been agreed to by Winget and the other Transferors. Winget
and the Transferors are in the process of evaluating whether such changes
materially adversely affect Winget and the other Transferors taken as a whole.
If Winget and the other Transferors determine that such changes have a material
adverse effect or that any other condition to the Contribution Agreement has not
been fulfilled, Winget and the other Transferors may argue that they are not
obligated to close under the Contribution Agreement. The Debtors, the Steering
Committee and the Creditors' Committee will oppose any such argument. In the
event the Bankruptcy Court determines that such changes have a material adverse
effect on Winget and the other Transferors taken as a whole, confirmation of the
Plan in its current form may result in confirmation of a plan that ultimately
cannot become effective. Winget and the other Transferors also believe that the
Plan may not be feasible and have the right under the Contribution Agreement to
assert the lack of feasibility.
F. CONTESTED MATTERS
Since the Petition Date, the Debtors have become parties to the following
contested matters. Each will be discussed in turn below.
1. OFFICIAL COMMITTEE OF UNSECURED CREDITORS' MOTION TO APPOINT A
TRUSTEE
On August 26, 2003, the Creditors' Committee filed a Motion for an Order
Directing the Appointment of a Trustee Pursuant to 11 U.S.C. Section 1104 (the
"Trustee Motion"). In the Trustee Motion, the Creditors' Committee alleged,
without evidentiary support, that the current management of the Debtors should
be supplanted by a Chapter 11 trustee because it is acting in the interests of
Mr. Larry Winget, the trustee and sole beneficiary of the Winget Trust, the
owner of Venture. Objections to the Trustee Motion were filed by the Debtors as
well as the Pre-Petition Agent on behalf of the Senior Lenders, General Motors
Corporation and Winget (collectively, the "Objecting Parties"). The Debtors and
the Objecting Parties all agree and have advanced in their respective pleadings
that the appointment of a trustee would be detrimental to the Debtors' business
operations and would jeopardize the Debtors' relationships with their customers
and their ability to obtain exit financing, with the concomitant potential that
the value available to Creditors would be materially diminished.
On October 9, 2003, the Court ruled that an evidentiary hearing on the Trustee
Motion would begin on March 15, 2004. Because of the cooperative efforts between
the Debtors and the Creditors' Committee with respect to the Extinguished
Actions, on February 6,
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2004, the Creditors' Committee filed a Motion to vacate the scheduling order for
the Trustee Motion and to place the Trustee Motion on hold. By order dated
February 27, 2004, the Trustee Motion was effectively withdrawn.
2. MOTION OF HYUNDAI MOTOR MANUFACTURING ALABAMA, LLC'S MOTION
FOR RELIEF FROM STAY
On or about September 2, 2003, Hyundai Motor Manufacturing Alabama, LLC filed a
motion for relief from the automatic stay pursuant to Section 362(d) of the
Bankruptcy Code (the "Hyundai Motion") to terminate a certain contract evidenced
by a Letter of Intent dated February 4, 2003 (the "Hyundai Contract"). The
Hyundai Contract contemplated that Debtor Venture Industries Corporation develop
and supply production parts and components for Hyundai's Sonata NF model to be
built in Hyundai's new assembly and manufacturing plant in Montgomery, Alabama.
Hyundai alleged that Venture Industries Corporation breached the Hyundai
Contract by failing to satisfy certain milestones set forth in the Hyundai
Contract and, as such, cause existed to lift the automatic stay to enable
Hyundai to terminate the Hyundai Contract. Moreover, Hyundai sought an order
requiring Venture Industries Corporation to return certain proprietary
information to which Venture Industries Corporation was exposed pursuant to the
Hyundai Contract. Alternatively, Hyundai sought an order compelling Venture
Industries Corporation to immediately assume or reject the Hyundai Contract and
prohibiting Venture Industries Corporation from disclosing certain proprietary
information pending assumption or rejection.
Venture Industries Corporation filed its objection to the Hyundai Motion on
September 18, 2003. The position of Venture Industries Corporation was that it
was not in breach of the Hyundai Contract and that it should not be forced to
make a decision as to assumption or rejection of the Hyundai Contract prior to
Confirmation of the Plan.
The parties subsequently agreed to, and the Bankruptcy Court entered, a
Stipulated Order resolving Hyundai's motion (the "Stipulated Order"). The
Stipulated Order provided that the Hyundai Contract would be automatically
assumed by the Debtors and assigned to an approved designee on or before
December 15, 2003 if certain conditions were satisfied prior to such date. Those
conditions included that (a) the approved assignee receive a binding commitment
from a lender for funds up to $80.0 million and on terms and conditions that are
capable of being satisfied within a reasonable time, (b) the approved assignee
would have received a contribution of equity capital in an amount not less than
$22.0 million (with the Debtors having the right, but not the obligation, to
contribute $8.0 million provided the Bankruptcy Court approved such
contribution) and (c) the approved assignee would enter into contracts for
construction of a facility in Prattville, Alabama for the production of parts
under the Hyundai Contract (such contracts to be with vendors reasonably
acceptable to Hyundai and providing for performance dates sufficient for the
approved assignee to meet relevant Hyundai Contract milestones). As the Debtors
were unable to provide Hyundai with evidence that the foregoing conditions were
satisfied as of December 15, 2003, the Hyundai Contract was deemed automatically
rejected.
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3. MATRA ARBITRATION
On April 27, 2000, Matra Automobile ("Matra") and Peguform executed several
agreements to capitalize on their respective skills in the creation of a common
enterprise, by setting up Matra Venture Composites ("MVC") to develop technical
and research expertise and manufacture automobile parts in composite materials.
Accordingly, in pursuit of this endeavor, Venture and Matra agreed to procure
new business "for the performance of Peguform's commitments" under said
agreements, along with a commitment of MVC to purchase materials from Peguform.
As a result of the agreements between Matra and Peguform, Peguform provided
certain funds to MVC. During the pendency of Peguform's insolvency proceedings,
Matra initiated an Arbitration Proceeding (the "Arbitration Proceeding") on
April 16, 2003 alleging certain contractual defaults on the part of Peguform and
requiring the payment by Venture of damages relating thereto. In response to the
action initiated by Matra, Venture sought a stay of the Arbitration Proceeding
pursuant to U.S. bankruptcy laws, denied Matra's allegations on the merits, and
requested that Matra bear the costs of the Arbitration Proceeding.
On September 4, 2003, Matra filed a Motion for relief from the automatic stay in
the Bankruptcy Court to proceed with the Arbitration Proceeding in France. The
Debtors in turn filed an objection to Matra's Motion. On October 2, 2003, the
Bankruptcy Court held a hearing on the matter and denied Matra's motion for
relief from the automatic stay, without prejudice, affording Matra an
opportunity to refile its Motion in 60 days. As of the date of this Disclosure
Statement, Matra has not made any such additional filing.
4. TRW SETOFF DISPUTE
The Debtor Vemco, Inc. ("Vemco") and TRW Vehicle Safety Systems Inc. ("VSSI"),
an affiliate of TRW Automotive, Inc. ("TRW"), are parties to a Supply Agreement
dated as of July 1, 2001 (the "Supply Agreement"), pursuant to which VSSI agreed
to source to Vemco certain of its requirements for Safety Systems Products. In
addition, Vemco and VSSI are parties to purchase orders for the production of
tooling by the Debtors (the "Tooling Purchase Orders"). Furthermore, in
connection with the Supply Agreement, Vemco and VSSI and certain other entities
entered into a Cross-License Agreement dated as of December 17, 2001 (the
"License Agreement") involving the grant of certain licenses of patents and
other intellectual property.
The Debtors and TRW and their affiliates are also the subjects of an Agreement
dated August 13, 2002 (the "Setoff Agreement"). The Setoff Agreement provides
that the Debtors and their direct or indirect subsidiaries or affiliates (each a
"Venture Party" and, collectively, the "Venture Parties") and TRW and its direct
or indirect subsidiaries or affiliates (each a "TRW Party" and, collectively,
the "TRW Parties") may set off amounts mutually agreed as owed by any Venture
Party to any TRW Party against any amounts mutually agreed as owed by any TRW
Party to any Venture Party, and vice-versa.
On January 16, 2003, Venture Mold and Engineering Corporation submitted to TRW
Parties Venture Mold and Engineering Corporation's invoice number 1419 in the
amount of $100,000 and invoice number 1420 in the amount of $967,183 (the
"Venture Mold
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Invoices"). The Venture Mold Invoices are not yet due and payable in accordance
with their terms, because they are subject to production approval by TRW.
The Debtors have agreed to assume the Supply Agreement, the Venture Mold
Invoices, the Setoff Agreement, the License Agreement and the Tooling Purchase
Orders (collectively, the "Contracts"), because the Contracts benefit the
Debtors' estates and preserve the Debtors' relationship with TRW.
As of the Petition Date, TRW Parties owed Venture Parties $2,660,802.80 and
Venture Parties owed TRW Parties $717,490.81 (the "TRW Pre-Petition Debt"). The
amount owed by TRW Parties to Venture Parties has been reduced by post-petition
payments by TRW of $500,000 and $18,628.11 to a balance of $2,142,174.70 (the
"Venture Pre-Petition Debt").
TRW further claims that the Debtors' former affiliates in Germany, Peguform GmbH
& Co. KG and its related entities ("Peguform"), owe TRW Parties approximately
$798,435.55 Euros, which is the equivalent of $953,276.15 as of April 30, 2004
(the "Peguform Amount"), and TRW has asked Debtors to agree to setoff the
Peguform Amount against the Venture Pre-petition Debt.
TRW has requested, and the Debtors have agreed that it is appropriate to set off
the Venture Pre-Petition Debt against the TRW Pre-Petition Debt. However, the
Debtors dispute that the Peguform Amount should be set off against the Venture
Pre-Petition Debt.
Pursuant to a stipulated order executed by counsel for TRW and the Debtors (the
"Stipulated Order"), the Debtors and TRW agreed to set off their pre-petition
debts, with the exception of the Peguform Amount. In addition, the Debtors
agreed to assume the Contracts. The Debtors filed a motion with the Court to
approve the entry of the Stipulated Order and the setoffs and assumption of the
Contracts as specified therein. In accordance with the Stipulated Order, the
Peguform Amount has been reserved from the Venture Pre-Petition Debt, pending
the Court's determination as to whether the Peguform Amount will be paid to the
Debtors or set off. The Debtors and TRW have agreed to the following procedure
for the Court to make such determination. TRW will file a motion to set off the
Peguform Amount on or before May 17, 2004. The Debtors will have until June 1,
2004 to object to any such motion by TRW. Subsequently, the parties will request
that the Court hold a hearing within two weeks of the filing of the Debtors'
objection to resolve the matter.
5. UNIVERSAL PLASTICS' MOTION FOR RELIEF FROM STAY
On February 13, 2004, Universal Plastic Industries, Inc., d/b/a UV Automotive
Group ("Universal") filed the following two motions: (a) Universal Plastic
Industries, Inc.'s Motion for Relief From Stay To Allow Setoff; and (b)
Universal Plastic Industries, Inc.'s Motion To Compel Payment of Administrative
Expense. Universal is owned fifty-five (55%) by Mr. and Mrs. Burt Shah and
forty-five percent (45%) by Venture Universal, LLC. With regard to the motion
for relief from stay, Universal requested that the Court
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lift the automatic stay for the exercise of setoff rights under Section 553 of
the Bankruptcy Code. On March 1, 2004, the Debtors filed an Objection to
Universal Plastic Industries, Inc.'s Motion for Relief From Stay To Allow
Setoff. In the Debtors' objection, the Debtors asserted that no basis for the
exercise of setoff existed and that Universal owed the Debtors more than the
Debtors owed Universal on a pre-petition basis.
With regard to the motion to compel payment of administrative expense, Universal
argued that it was entitled to $259,421.47 on account of post-petition invoices.
Again, the Debtors filed an Objection to Universal Plastic Industries, Inc.'s
Motion To Compel Payment of Administrative Expense. In the Debtors' objection,
the Debtors contended that certain of the transfers identified in Universal's
motion were issued pre-petition and therefore, could not serve as a basis for
administrative expenses. Moreover, the Debtors noted that Universal was not
entitled to an administrative expense because the amounts owed to the Debtors
exceed those owed to Universal for post-petition obligations.
On April 22, 2004, the Court held a hearing on the above-motions. Both Universal
and the Debtors informed the Court of their respective intentions to resolve the
matter, rather than proceed with an evidentiary hearing at that time.
Accordingly, the Court rescheduled the hearing for May 20, 2004 on both motions.
Thereafter, the parties met and reached an agreement in principle with regard to
the Motion To Compel Payment of Administrative Expense. The Debtors and
Universal continue in their efforts to resolve the matter on the Motion for
Relief From Stay To Allow Setoff.
6. RECLAMATION CLAIMS
On June 3, 2003, the Bankruptcy Court entered its Order Granting Debtors'
Motion For An Order Under 11 U.S.C. Sections 105(a), 362, 503(b), And 546
Establishing Procedures With Respect to Reclamation Claims And Prohibiting Third
Parties From Reclaiming Goods Or Interfering With The Delivery Of Goods To The
Debtors (the "Reclamation Order"). The Reclamation Order provides for procedures
to determine the valid amount of reclamation claimants' claims, but is silent as
to the actual relief to which such claimants may be entitled.
On August 18, 2003, one of the reclamation claimants, Jason, Incorporated
("Jason") filed its Request For Judicial Determination Of Disputed Reclamation
Claim, requesting that the Court determine the correct amount of its reclamation
claim. Subsequently, on September 11, 2003, Bank One, NA ("Bank One"), as the
administrative agent for the Debtors' prepetition senior secured lenders and
postpetition senior secured Lenders, filed the Objection Of Bank One, NA, In Its
Capacity As Agent For The Prepetition Senior Lenders And The Postpetition Senior
Lenders, To Reclamation Claims Under Section 546(c) Of The Bankruptcy Code (the
"Agent's Objection"). In the Agent's Objection, Bank One asserted that
reclamation claimants are not entitled to special relief (including the return
of goods or a grant of administrative priority) under the facts of this case. A
hearing will be scheduled on the determination of the amount of Jason's
reclamation claim.
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On December 18, 2003, another reclamation claimant, Insite Industries, Inc.
("Insite"), filed its Motion to Compel Payment of Undisputed Reclamation Claims
(the "Insite Motion"), requesting that the Court grant Insite an administrative
expense claim in the amount of $14,166.20 on account of its reclamation claim
and compel the Debtors to promptly pay such administrative claim. Jason
concurred in the Insite Motion, and the Debtors and Bank One objected to the
Insite Motion. At a hearing on the Insite Motion, the Bankruptcy Court
established a briefing schedule for Insite, Jason and any other reclamation
claimants to submit briefs on the issue of whether any special relief (in the
form of an administrative claim or junior lien) should be granted to the
reclamation claimants. Briefs have been filed by the parties. The Bankruptcy
Court has not yet scheduled a final hearing on this matter. If the Debtors are
successful at the hearing on the Insite Motion, the treatment of all reclamation
claimants will be resolved such that a hearing on Jason's reclamation claim will
be unnecessary.
7. REJECTION OF EMPLOYMENT AGREEMENTS
On or about December 15, 2003, the Debtors filed a Motion for an Order Approving
Rejection of Employment Agreements and Surrender of Life Insurance Policy (the
"Employment Motion") to reject certain employment agreements and transfer the
Debtors' status as beneficiaries to Gary Pniewski ("Pniewski"), a party to one
of the employment agreements. Prior to the Petition Date, the Debtors entered
into employment agreements (collectively, the "Employment Agreements") with
Anthony Martino ("Martino"), Pniewski, and Frederick Hubacker ("Hubacker"). The
employment agreement between the Debtors and Martino provides for payment by the
Debtors of certain medical, life, and dental coverage through November 1, 2005.
In exercising their business judgment, the Debtors have sought to reject the
employment agreement with Martino. With respect to the employment of Pniewski,
the Debtors were the beneficiaries of a life insurance policy with a cash
surrender value of $141,052.83 as of September 4, 2003. The Debtors' Employment
Motion sought authority to transfer their status as beneficiaries to Pniewski in
recognition of Pniewski's expectation to otherwise receive certain retirement
benefits. As a consequence, Pniewski agreed to accept this policy as full and
final consideration for any amounts owed to him by the Debtors including but not
limited to all retirement benefits, wages, vacation benefits or any other
payments. The "Agreement and Release" was attached to the Employment Motion.
Further, on March 22, 2002, Venture Service Company, one of the Debtors, entered
into a consulting agreement with Hubacker whereby Hubacker agreed to provide
certain consulting duties in exchange for $784,608.00 payable on a monthly basis
effective March 1, 2002 through and including June 30, 2005 (the "Consulting
Period"). The Debtors, after having concluded that Hubacker's services are no
longer necessary to the Debtors, sought to reject Hubacker's employment
agreement by filing the Employment Motion.
On December 30, 2003, Pniewski filed a Conditional Objection (the "Pniewski
Objection") to the Employment Motion. Pniewski requested certain revisions to
the proposed Order approving the Employment Motion. Accordingly, the Debtors and
Pniewski entered into a Stipulation, and the Court entered an Order on January
27, 2004 approving the transfer of the life insurance policy on the life of
Pniewski referenced in the Employment Motion, and any and all rights therein, to
Pniewski free and clear of all
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liens, encumbrances and charges of any kind, and rejection of the employment
agreement with Pniewski. On December 24, 2003, Hubacker filed a Response in
Opposition to the Debtors' Employment Motion (the "Hubacker Response"). In the
Hubacker Response, Hubacker contended that the Debtors are in "urgent need" of
Hubacker's services and that such services are "vitally necessary to the
Debtors." Accordingly, Hubacker asserts that the Employment Motion should be
denied insofar as it provides for rejection of his employment agreement.
Further, on December 26, 2003, Martino, acting without an attorney, filed a
response in the form of a letter (the "Martino Response") contending that the
Court should not approve the Debtors' Employment Motion.
On February 19, 2004, the Court granted the Debtors' motion to reject Hubacker's
employment agreement and denied the motion to reject Martino's employment
agreement.
On May 3, 2004, Hubacker filed a demand for arbitration of claims relate to his
employment against other parties, the Debtors, Winget and related entities. No
dates have been set in connection with the arbitration. The Debtors intend to
seek a stay and/or dismissal of the arbitration.
In addition, Joe Bione has requested that the Debtors pay to him the amount set
forth in his severance agreement dated September 22, 2003. The Debtors filed a
motion to approve the payment, which motion is not presently set for hearing.
8. SALE OF SHELBY ASSETS
On or about October 15, 1999, the Debtors extended credit to Shelby American,
Inc. ("Shelby American"), and took a security interest in substantially all of
Shelby American's personal property (the "Shelby Collateral"). The Debtors
simultaneously properly perfected their security interest by filing a financing
statement with the Secretary of State for Nevada. Shelby American ultimately
defaulted on its obligations pertaining to such credit. On December 4, 2003, the
Debtors filed their Motion of the Debtors for an Order Pursuant to 11 U.S.C.
Sections 105, 363 and 1146, inter alia, (I) Authorizing and Approving Bidding
and Auction Procedures in Connection with the Debtors Proposed Sale of Certain
Personal Property Assets; (II) Authorizing and Approving Foreclosure of the
Debtors' Security Interest in Certain Personal Property Assets; (III)
Authorizing Sale of Certain Personal Property Assets to the Highest and Best
Bidder Free and Clear of Liens, Claims, and Encumbrances; (IV) Authorizing
Exemption of the Proposed Sale from State and Local Transfer and Recording
Taxes; (V) Approving the Form and Manner of Notice Thereof; and (VI) Granting
Related Relief (the "Motion") with respect to the Shelby Collateral. On December
15, 2003, the Debtors amended the Motion to include a request that the Court
allow the Debtors to sell certain of the Shelby Collateral to Shelby
Automobiles, Inc. ("Shelby Automobiles"), for $1.2 million over approximately
three years. On December 30, 2003, the Bankruptcy Court granted the Motion, as
amended, and allowed the Debtors to foreclose their security interest in the
Shelby Collateral and to sell certain of the Shelby Collateral to Shelby
Automobiles, as described herein.
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9. PEGUFORM UK: CONVERSION OF DEBT TO EQUITY
On or about February 3, 2004, the Debtors filed a Motion For an Order
Authorizing Debtors to Convert Certain Debt Owed by Peguform U.K., Ltd. To the
Debtors into Equity in Peguform U.K., Ltd., (the "UK Motion"). The UK Motion was
filed for the purpose of resolving certain insolvency and liquidity concerns
experienced by Peguform U.K. Limited, ("Peguform UK") pursuant to the laws of
the United Kingdom. After negotiations and consultation with the Debtors'
creditor constituencies, the Court entered an Order on February 5, 2004
authorizing the transaction, subject to certain conditions. These conditions
included: (1) that the Debtors convert such amount of the debt owed by Peguform
UK to the Debtors into equity in Peguform UK as necessary to restore Peguform UK
to balance sheet insolvency (as necessary under the laws of the United Kingdom);
(2) that KPMG render an opinion, as financial advisors to Peguform UK on or
before February 11, 2004 to the effect that no additional borrowings from
Debtors are necessary for Peguform UK to maintain liquidity; (3) if the KPMG
opinion provides that additional borrowings are necessary for Peguform UK to
maintain liquidity, and the Court permits use of funds by the Debtors pursuant
to the DIP Credit Agreement, Cash Management Order, after motion, and expedited
notice; (4) the Court approves the amount, if any, of the debt owed by Peguform
UK to be converted after the receipt of the KPMG opinion.
Further, the Order provided that, in the event the Debtors proposed to use such
funds as described above, the Court would hold an emergency hearing on February
17, 2004 to consider any objections to either: (1) the use of funds requested by
Debtors; and (2) the amount of the debt owed to Peguform UK to the Debtors
proposed by Debtors to be converted to achieve balance sheet insolvency. On
February 11, KPMG rendered its opinion on the matter, which was promptly served
by the Debtors. On March 22, 2004, the Debtors withdrew the above motion.
Peguform UK Limited is winding down its operations in an orderly manner and
intends to cease to trade in the short term. Thereafter, its assets will be
realized for distribution to its creditors and the distribution will be effected
by way of a Company Voluntary Arrangement under the English Insolvency Act 1986.
G. HYUNDAI OPTION
On November 14, 2003, the Debtors entered into an "Option Agreement" relating to
the Hyundai Contract. Pursuant to the Option Agreement, Winget granted to
Venture the exclusive and irrevocable option (the "Option") to acquire all
right, title and interest of Winget in and to the Hyundai Interest and all
rights of Winget pertaining to such Hyundai Interest, including, without
limitation, rights to receive any and all dividends, payments or other
distributions thereon (excluding any tax distributions to Winget with respect to
any taxable period ending prior to the closing of the exercise of the Option
(the "Option Closing Date") or any portion of a taxable period occurring prior
to the Option Closing Date for which Winget retains liability). The Option could
have been exercised by delivery of notice to Winget at any time from and
including the date of the Option Agreement until the date that was the fifth
(5th) anniversary of the earliest of the date on which either (i) the Plan has
been confirmed and has become effective pursuant to its
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terms and as approved by the Bankruptcy Court, (ii) the sale of the Debtors'
Assets under Section 363 of the Bankruptcy Code is consummated, or (iii) an
order rejecting the Hyundai Contract has been entered. As described above, the
Hyundai Contract was deemed automatically rejected due to the failure of the
Debtors to provide Hyundai with evidence of satisfaction of the agreed upon
conditions precedent. As a result, an order rejecting the Hyundai Contract was
entered and the Option was automatically cancelled.
H. REPORT OF THE DEBTORS' FORENSIC ACCOUNTANTS
In late 2003, Debtors retained forensic accountants from the accounting
firm of Doeren Mayhew ("DM"). Among other things, DM conducted an investigation
into certain related-party transactions between the Debtors, Winget, and the
Winget Affiliates, as well as other related parties, from March 29, 1997 through
March 28, 2003. Among other things, DM identified the relevant related-party
transactions, and also investigated each related-party transaction for the
purpose of making a determination as to whether the transaction had been
transacted for value and on terms no less favorable than if the transaction had
been contracted with a non-affiliated third party in the market place. In
addition, DM also identified and reviewed preferential transfers as defined by
Section 547(b) of the United States Bankruptcy Code.
On March 10, 2004, DM delivered a memorandum and report summarizing its
relevant findings (the "DM Report"). A copy of the DM Report is available upon
request upon execution of appropriate confidentiality agreements, to the extent
required. Based on the conclusions in the DM Report, on April 5, 2004, the
Debtors and the Creditors' Committee filed an adversary proceeding against
thirty-one defendants, Adv. Proc. No. 04-4373. In that adversary proceeding, as
fully set forth above, the Debtors and the Creditors' Committee allege numerous
causes of action against Winget, the Winget Affiliates, and other defendants,
and seek to recover at least approximately the sum of $314,569,559. Included
among the claims are claims to recover amounts as preferential transfers made
within one year prior to the Petition Date pursuant to Sections 547 and 550 of
the Bankruptcy Code. To the extent that the Debtors received no value for these
transfers and/or paid above fair market value, the Debtors and the Creditors'
Committee seek to avoid and recover the transfers as fraudulent transfers made
within one year before the Petition Date pursuant to Section 548 of the
Bankruptcy Code and/or within six years before the Petition Date pursuant to
M.C.L.A. Section 566.34. The Debtors and the Creditors' Committee also allege
that certain defendants acted as the Debtors' alter ego such that the
defendants' assets and liabilities should be substantively consolidated with
those of the Debtors. Moreover, the Debtors and the Creditors' Committee allege
a cause of action for unjust enrichment. Further, the Debtors and the Creditors'
Committee claim that any sums allegedly owing should be recharacterized as
equity rather than debt pursuant to Section 105(a) of the Bankruptcy Code.
Alternatively, the Debtors and the Creditors' Committee allege that any debt
owing should be subordinated to the claims of the general unsecured creditors
pursuant to Section 510(c) of the Bankruptcy Code. In addition, the Debtors and
the Creditors' Committee seek the appointment of an equity receiver to preserve,
protect, and administer certain assets owned by the defendants, and also seek to
impose a constructive trust over certain assets owned by the defendants. Winget
and the Transferors vigorously dispute these allegations.
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I. DISCLOSURE OF THE FINDINGS OF DEBTORS' FORENSIC ACCOUNTANTS
On March 10, 2004, the Debtors provided a copy of the DM Report to certain
limited parties, including counsel for the Creditors' Committee, counsel for
Winget and certain Winget Affiliates, counsel for the Pre-Petition Lenders, and
counsel for the Debtors' post-petition lender. On March 17, 2004, the Debtors
informed counsel for Winget that the Debtors intended to initiate litigation
against Winget and/or certain Winget Affiliates unless Debtors were provided
sufficient evidence to dissuade the filing of such litigation within 5 days of
delivery of the DM Report. In addition, the Debtors indicated that they would
allow the Creditors' Committee to intervene in any such litigation.
Subsequently, the Debtors also provided a copy of the DM Report to the
United States Securities Exchange Commission, Division of Enforcement (the
"SEC").
On April 5, 2004, the Debtors filed the adversary proceeding set forth
above against thirty-one defendants, Adv. Proc. No. 04-4373. Also on April 5,
2004, the Debtors filed a Form 8-K Report with the SEC, publicly disclosing that
the DM Report was provided to the SEC. Additionally, the Debtors' counsel met
with the United States Attorney for the Eastern District of Michigan to discuss
apparent accounting irregularities at the Debtors' Grand Blanc, Michigan
facility. While the subject irregularities were investigated by DM, and
disclosed in a separate report by DM, such irregularities were unrelated to the
issues that were the subject of the DM Report.
J. THE PROPOSED FAURECIA JOINT VENTURE
On May 14, 2004, Venture entered into a letter of intent with Faurecia
Automotive Holdings S.A.S. ("Faurecia") that provides for the formation of a new
joint venture company ("JV") for the purpose of undertaking certain projects for
the assembly and sequencing of specified interior automobile components relating
to instrument panels, door trim and floor consoles for DaimlerChrysler in the
United States and Canada. The JV will be owned 51% by Faurecia and 49% by
Venture. The JV will not be involved in the manufacture of component parts and
tooling design and manufacturing, which business will be sourced to Venture or
one of its subsidiaries assuming it is competitive on price, service, quality
and delivery.
The initial business of the JV will relate to assembly and sequencing business
contributed by Venture relating instrument panels, door trim and floor consoles
for the WK/XK programs with DCX and certain instrument panel, door trim and
floor console business relating to the D-Segment program contributed by
Faurecia. Both Venture and Faurecia will license certain intellectual property
in connection with the contributed business on a non-exclusive and royalty-free
basis. Upon contribution of the WK/XK business to the JV, Faurecia shall
reimburse Venture for 51% of the costs incurred in developing the WK/XK program
by Venture (approximately $13 million) and Venture will be obligated to
contribute 49% of the start-up cost relating to the D-Segment business when it
is contributed by Faurecia. As part of the JV, Venture and Faurecia will both
have certain
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non-compete restrictions that will limit their ability to compete with the JV in
the assembly and sequencing of instrument panels (other than "cockpit"
programs).
As part of the formation of the JV, Venture and Faurecia would prepare an
initial business plan in connection with the start-up and operation of the JV's
business with both parties sharing the financial obligations relating to the JV
in proportion to their respective ownership percentages. In the event one party
cannot satisfy its capital contribution requirements, then the other party may
make an interim loan (interest at the commercial prime rate plus 3%) for two
years, which if not repaid at maturity would convert into equity in the JV and
the ownership percentages of Venture and Faurecia would be adjusted accordingly.
For corporate governance purposes, each company has equal representation on the
board of directors, but Faurecia has a tie-breaking vote on certain actions
other than certain decisions outside the ordinary course of business. In the
event of a deadlock on certain major decisions after the first two years of the
JV, certain buy-out provisions may be triggered which give Faurecia the first
right to buy Venture's interest in the JV at fair market value and, if Faurecia
does not exercise this purchase right, then Venture may exercise the right to
purchase Faurecia's interest in the JV for its fair market value. The JV's CEO
is selected by Faurecia and its CFO is selected by Venture.
The JV business may operate in a separate building or in space adjacent to
Venture's component manufacturing operation at its Harper or Masonic facilities.
The JV will lease or sublease space from Venture or a Winget-related entity that
owns the facility.
The JV agreement will provide for certain transfer restrictions on Venture's and
Faurecia's interests in the JV and certain buy-out provisions in the event that
there is a change in control of the Venture or Faurecia to certain competitors.
In addition, if Venture's plan of reorganization is not confirmed by the U.S.
Bankruptcy Court by July 31, 2004 and the JV has commenced business operations,
or if either Venture or Faurecia later file for bankruptcy protection, then such
party shall grant certain access rights in favor of the JV to the premises and
assets used in performance of the business of the JV or a related subcontract,
and certain right of first refusal provisions in favor of the JV to acquire such
assets of the insolvent or bankrupt party. The non-bankrupt party also shall
have the right to purchase the bankrupt party's interest in the JV based on the
appraised fair market value of such interest.
The formation of the JV is dependent on Venture exiting its Chapter 11
proceeding (unless waived by Faurecia) and approvals by Venture's board, the
Pre-Petition Lenders and DIP lenders and the Bankruptcy Court, which approvals
have not been obtained yet. In addition, the formation of the JV is subject to
due diligence investigations, negotiation of definitive agreements, and approval
of a business plan for the JV. If Venture and Faurecia have not executed
definitive agreements relating to the JV by July 15, 2004, then the letter of
intent shall terminate.
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K. YUCAIPA OFFER
On April 30, 2004, Venture received a written offer from The Yucaipa Companies,
LLC ("Yucaipa") to purchase substantially all of the assets of Venture and its
foreign subsidiaries and certain assets owned by Winget and his affiliates
("Assets"). This offer was a follow-up on the original March 18, 2004 indication
of interest submitted by Yucaipa. Under the proposed offer, a new company would
be formed ("New Venture") as an affiliate of Yucaipa and may involve Winget as
an owner.
New Venture would acquire the assets for $480 million payable as (i) $350
million in cash, plus (ii) an amount equal to Venture's outstanding DIP
financing and expenses of administration incurred by professionals, but not in
excess of $75 million and (iii) an assumption of approximately $55 million of
debt of Venture's foreign subsidiaries. The acquisition would be financed
through $150 million equity contribution by Yucaipa, plus $275 million
acquisition debt financing and $55 million of assumed debt and vendor claim.
As part of the proposed offer, Yucaipa prepared a proposed motion for the
Bankruptcy Court approval of written bid procedures, break-up fee ($14.4
million) and a sale process for the assets, including the Chapter 11 filings
relating to the purchased assets owned by Winget and his affiliates. In
connection with the purchase of Venture's assets, New Venture would enter into a
separate agreement with Winget to acquire his South Africa and Australian assets
and the Winget assets that are sold would be released from claims by Venture,
but such releases would not release Winget personally or his other assets
(including proceeds from the South African and Australian assets). There are a
number of conditions that would be required to be met prior to closing including
mutually acceptable definitive asset purchase agreements, satisfactory business
commitments from General Motors, DaimlerChrysler, and Ford Motor, bankruptcy
court approval, financing contingencies and no material adverse change to the
financial condition, business or prospects of Venture of the Winget assets prior
to closing.
The offer cannot be completely tested given the inability of Winget, the
Steering Committee to agree on a sale process and joint market process combining
the Winget Assets and the Debtors' Assets which process is free from taint from
Winget's ownership and position as a seller of his assets. Winget disputes the
foregoing.
L. CONTEMPLATED PROPERTY SALES
1. MADISON, INDIANA SITE
On May 6, 2004, the Debtor Venture Holdings Corporation ("Venture Holdings")
filed its amended motion (the "Madison Sale Motion") for authority to sell to
Gary Sparks certain real property in Madison, Indiana including a building of
approximately 65,000 square feet (the "Madison Property"), for a purchase price
of $400,000 (the "Madison Purchase Price"). The Madison Sale Motion is a revised
version of a prior motion that was filed with the Court. The Madison Sale Motion
was amended from such prior motion to address concerns expressed by the Court
regarding notice of the sale and clarification of
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the status of the transaction as a sale free and clear of liens, claims and
encumbrances, with such liens claims and encumbrances to attach to proceeds of
the sale, among other things. Pursuant to the Madison Sale Motion, Venture
Holdings also requests authority to pay a real estate broker fee of 6% of the
Madison Purchase Price, provided that the broker has been duly employed in these
bankruptcy cases.
The Madison Property consists of a plant site which has been vacant for six
years. The Madison Property requires a new roof (at an estimated cost of
$80,000) and the removal of an antiquated and obsolete paint line (at an
estimated cost of $20,000), to be used for any purpose. Venture Holdings
estimates that ownership of the Madison Property causes it to incur over
$165,000 per year in tax, insurance, water, fire monitoring, maintenance, gas
and other costs. Venture Holdings and the other Debtors have determined, in
their business judgment, that the Madison Property is of no value to their
ongoing business operations and must be sold.
As shown in the Madison Sale Motion, a recent appraisal of the Madison Property
(the "Madison Appraisal") describes the value of the Madison Property as
$550,000. However, the Madison Appraisal assumes a marketing time of 18 months
to obtain such price. As such, given the cost to maintain the Madison Property,
Venture Holdings could expect to incur over $200,000 in additional costs of
maintaining the Madison Property for the further 16 months of formal marketing
that is contemplated by the Madison Appraisal in order to receive an offer for
$550,000. Thus, Venture Holdings believes waiting for an offer for the Madison
Property for the appraised value of $550,000 would result in a smaller financial
benefit than selling the Madison Property now for the Madison Purchase Price.
Therefore, Venture Holdings believes its estate would be advantaged by the sale
of the Madison Property as soon as possible.
2. WALLACEBURG, ONTARIO SITE
The Debtors are expecting to file in the near future a motion for authority to
sell to Peter Bogaert and George Joseph Bogaert a facility commonly known as
6941 Baseline Road, Wallaceburg Ontario (the "Wallaceburg Property"), for a
purchase price of CDN $600,000. A recent appraisal of the Wallaceburg Property
describes the value of the Wallaceburg Property as CDN $585,000. The Debtors
have determined, in their business judgment, that the Wallaceburg Property is of
no value to their ongoing business operations and must be sold.
M. SETTLEMENT
The Steering Committee and the Creditors' Committee have reached a settlement
(the "Settlement") of their disputes that has allowed the Creditors' Committee
to support the Plan. The approval of the Settlement is a condition precedent to
Confirmation. Distribution to Holders of Class 2, Class 3 and Class 5 Claims are
subject in all respects to the terms of the Settlement. The following is a
summary of the terms of the Settlement, which terms are set forth fully in the
Term Sheet attached hereto as Exhibit J.
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Please read the Term Sheet carefully. Capitalized terms used in this section and
not defined elsewhere shall have the meanings given to such terms in the Term
Sheet.
The Lender Trust will be created and it will be funded with the Senior
Securities. Under the Plan, the Creditors' Trust is created and it is funded
with the Winget Actions, Avoidance Actions (together, the "Trust Actions") and
the Creditors' Warrant (the "Creditors' Trust Corpus"). The Pre-Petition Agent,
on behalf of the Pre-Petition Senior Lenders, will loan to the Creditors' Trust
the $7.5 million in interest to be paid to the Pre-Petition Senior Lenders under
the Plan on to fund litigation expenses of the Creditors' Trust (the "Creditors'
Trust Loan"). The Creditors' Trust Loan will be evidenced by a note to be held
by the Administrative Agent for the ratable benefit of the Pre-Petition Senior
Lenders and will not be part of the Lender Trust. The Creditors' Trust Loan will
be repaid with the first monies out of either the Lender Trust or the Creditors'
Trust after the payment of the administrative fees and expenses of each trustee
(the "Trustee Fees").
After repayment of the Creditors' Trust Loan and the Trustee Fees, all cash
proceeds realized from either trust up to the amount of the Senior Lender
Initial Entitlement are to be distributed to the Lender Trust (if realized from
the Creditors' Trust Corpus) or are to remain in the Lender Trust (if realized
from the Senior Securities) for distribution in accordance with the terms
thereof (except to the extent a "make whole" payment (discussed below) is
required to be made by the Lender Trust to the Creditors' Trust, in which case
that "make whole" payment is to first be made by the Lender Trust before cash
proceeds up to the amount of the Senior Lender Entitlement may be retained by
the Lender Trust). Once the Senior Lender Initial Entitlement has been satisfied
in full, two thirds of the cash proceeds realized by the Lender Trust from the
Senior Securities will be paid to the Creditors Trust and one third of the cash
realized from the Creditors' Trust Corpus will be paid to the Lender Trust.
Any Common Membership Interests or other equity interests in Reorganized Venture
recovered by the Creditors' Trust will be held by the Creditors' Trust for the
benefit of the Lender Trust until such time as the Common Membership Interest
have been monetized or the Creditors' Trust Loan and the Senior Lender Initial
Entitlement have been paid in full. After payment in full of the Senior Lender
Initial Entitlement, one third of all Common Membership Interests or other
equity interests in Reorganized Venture then held or thereafter recovered by the
Creditors' Trust shall be held by the Creditors' Trust for the Lender Trustee
until such time as the interests are monetized or distributable in kind. The
Lender Trustee shall have the right and proxy to vote one third of the Common
Membership Interests or other equity interests in Reorganized Venture held by
the Creditors' Trust at any given time.
Until the occurrence of a Qualified Insolvency, for three years from the
Effective Date, the Lender Trustee will not consent to or cause certain actions
with respect to the Senior Securities without the consent of the Creditors'
Trust Trustee, including (a) a sale, merger or consolidation of Reorganized
Venture, (b) a refinancing or restructuring of the Bank Senior Notes or the Bank
Junior Notes or redeem the Preferred Membership Interests (except if with
respect to each such issuance being refinanced or redeemed, each issuance is
paid in full, including all accrued and unpaid interest and dividends, in cash
or the
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Senior Lender Trust makes a "make whole" payment to the Creditors' Trust equal
to the amount of any lost residual interest as a result of such refinancing or
redemption) or (c) the enforcement of the liens and other similar rights granted
to secure the Senior Securities unless the Exit Lenders take enforcement action
pursuant to the terms of the Exit Financing Facility.
Upon the occurrence of a Qualified Insolvency, the Lender Trustee will not, for
three years from the Effective Date, enforce the lien rights granted to secure
the obligations under the Bank Senior Notes, the Bank Junior Notes, the Bank
Senior Priority Notes, the Interest Note and the Securities Fee Notes (the "Debt
Instruments") without the consent of the Creditors' Trust Trustee except with
respect to (a) supporting or requiring a sale of Reorganized Venture, (b)
obtaining adequate protection of the liens and other rights granted to secure
the Debt Instruments, and (c) pursuing an internal reorganization for
Reorganized Venture the preserves the economics contained in the Term Sheet.
Notwithstanding the foregoing, and except with respect to obtaining adequate
protection, if Reorganized Venture becomes the subject of a Qualified Insolvency
within three years from the Effective Date and if certain requirements are
satisfied, including requirements with respect to (i) the time within which the
Creditors' Trust must propose a plan of reorganization, (ii) having a firm
commitment for financing, (iii) leaving the Senior Securities unimpaired, and
(iv) the financial performance of Reorganized Venture, then Lender Trustee shall
forbear from enforcing the lien rights under the Debt Instruments during the
pendency of such Qualified Insolvency and the Creditors' Trust Trustee shall
have the right to acquire from the Lender Trustee all of the Lender Trustee's
interest in the Senior Securities (as well as the Lender Trustee's remaining
interest in the Creditors' Trust).
None of the limitations on the rights of the Lender Trustee either before or
after a Qualified Insolvency for a period of three years from the Effective Date
shall in any way impair or prejudice (a) Winget's right to exercise Option A,
(2) Reorganized Venture's rights in accordance with the terms of the Operating
Agreement to redeem the Preferred Membership Interests or refinance or
restructure the Debt Instruments, or (3) the Senior Lenders' right to agree to
amendments and modifications to the Senior Securities that are not adverse to
the economic interests of the Creditors' Trust Trustee.
In the event the Plan is not confirmed, and provided the holders of Class 5
Claims vote in favor of the Plan, the Term Sheet provides that the Prepetition
Agent will be obligated, on behalf of the Pre-Petition Senior Lenders, to loan
$5.0 million upon the earlier to occur of (i) confirmation of an alternative
plan or (ii) the receipt by the Pre-Petition Agent of cash in connection with
the consummation of a 363 sale and after repayment in full of all costs, fees
and expenses of the Administrative Agent, to the entity created to pursue
litigation claims against Winget or affiliates of Winget other than (1) the
Debtors and (2) the parties to the Existing Bank Facility and any documents
executed in connection therewith and any direct or indirect subsidiaries of such
parties (the "Litigation Trust"), solely for the purpose of funding the
litigation expenses of the Litigation Trust in connection with such litigation
claims (the "Litigation Loan").
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The Litigation Loan may only be used in connection with prosecuting the
litigation in the Litigation Trust and cannot be used to attack or challenge the
validity of the Pre-Petition Senior Lenders' claims, security interests, pledges
or guarantees granted pursuant to the Existing Bank Facility.
The Litigation Loan shall be evidenced by a note which (a) will be held by the
Pre-Petition Agent, for the ratable benefit of the Prepetition Senior Lenders,
(b) will be secured by a first priority lien on all the assets in the Litigation
Trust, (c) will accrue interest at the same rate as the Senior Lender Initial
Entitlement, (d) will have no stated term, (e) will require mandatory payments
immediately upon the realization of any cash by the Litigation Trust, from
whatever the source (which payments will be distributed by the Administrative
Agent, when and as received, to the Prepetition Senior Lenders), and (f) will
have recourse solely to the assets of the Litigation Trust.
N. BANKRUPTCY OF MULTIPARTY GUARANTORS
The Debtors, the Pre-Petition Agent and the Steering Committee have been
informed that the OEMs requested that Winget and the Multiparty Guarantors
execute extensions of the access agreements executed by Winget and the
Multiparty Guarantors in connection with the Existing DIP Facility that
currently expire on June 30, 2004. Absent such extensions, the OEMs indicated
that they would exercise their rights under the access agreements by June 3,
2004. As of May 21, 2004, Winget had not agreed to extend those access
agreements. A failure to extend the access agreements and the resulting exercise
of the rights of access would, in the judgment of the Debtors and the Steering
Committee, impact the value of not only the Multiparty Guarantors, but the
Debtors as well. Additionally, the DIP Agent has informed the Debtors, the
Pre-Petition Agent and the Steering Committee that absent a solution with
respect to Deluxe that would allow for increased visibility into the cash usage
by Deluxe, it would not continue to allow the Debtors to fund Deluxe in
connection with the proposed Senior DIP Facility.
In connection with the Eighth Amendment, Winget guaranteed all obligations under
the Existing Bank Facility. To secure this guarantee obligation, Winget executed
a pledge agreement dated October 21, 2002 (the "Pledge Agreement") pursuant to
which Winget granted to the Pre-Petition Agent a security interest in certain
Collateral (as defined in the Pledge Agreement), which Collateral includes all
of the present and future capital stock (the "Shares") of Deluxe Pattern
Corporation ("Deluxe"), Venture Real Estate Acquisition Company, Venture
Equipment Acquisition Company, Realven Corporation, Venture Automotive Corp.,
Venture Real Estate, Inc., Farm & Country Real Estate Company, Patent Holding
Company and Venture Heavy Machinery LLC (the "Multiparty Guarantors"). Pursuant
to the Pledge Agreement, the Pre-Petition Agent, on behalf of the Pre-Petition
Lenders, was granted the power to exercise all voting and corporate rights in
the Shares as if it were the owner thereof and was authorized to act as Winget's
attorney in fact in connection with the Pledge Agreement.
In order to address the concerns of the OEMs regarding the extension of the
access agreements and to ensure continued funding for Deluxe, on May 21, 2004,
the Pre-Petition Agent on behalf of the Pre-Petition Lenders and as
attorney-in-fact for Winget,
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executed on behalf of Winget a written proxy, appointing Bank One, NA as
Winget's lawful agent with full power to take any action with respect to the
Shares. On May 21, 2004, the Pre-Petition Agent, on behalf of the Pre-Petition
Lenders and on behalf of Winget pursuant to the proxy, executed a unanimous
shareholder written consent for each of the Multiparty Guarantors removing the
current directors or managers and appointing Christopher H. Smith and Kevin P.
Collins as the new directors or managers (the "New Directors"). On May 23, 2004,
the New Directors held a meeting of the reconstituted Boards for each of the
Multiparty Guarantors. As a result of the OEMs' position regarding the access
agreements, the need for continued funding, the apparent insolvency of the
Multiparty Guarantors as a result of the guarantee of the Existing Bank Facility
and other reasons, the New Directors adopted resolutions by unanimous written
consent authorizing each of the Multiparty Guarantors to file petitions under
chapter 11 of title 11 of the United States Code in the Eastern District of
Michigan, Southern Division (the "Bankruptcy Resolution"). The Bankruptcy
Resolution authorized the retention of Shaw, Gussis, Fishman, Glantz, Wolfson &
Towbin, LLC, 321 N. Clark St., Ste. 800, Chicago, IL 60610, to represent the
Multiparty Guarantors.
On May 24, 2004, the Multiparty Guarantors commenced bankruptcy proceedings in
the Bankruptcy Court. "First day" hearings will occur on May 27, 2004. The
Debtors anticipate that the Multiparty Guarantors will seek Bankruptcy Court
authority to enter into appropriate extensions of the access agreements and that
as a result of the filings and the judicial supervision of Deluxe, continued
funding will be available for Deluxe. The Debtors and the Steering Committee
anticipate that if the Plan is confirmed and the transactions under the
Contribution Agreement are set to close, the bankruptcy cases of the Multiparty
Guarantors will be dismissed and the Shares will be contributed to Reorganized
Venture pursuant to the terms and subject to the conditions of the Contribution
Agreement
VIII. SUMMARY OF THE PLAN
The Debtors, the Steering Committee and the Creditors' Committee believe that
(i) through the Plan, Holders of Allowed Claims will obtain a recovery from the
estates of the Debtors that is at least equal to, and likely greater than, the
recovery they would receive if the assets of the Debtors were liquidated under
Chapter 7 of the Bankruptcy Code, and (ii) the Plan will afford the Debtors the
opportunity and ability to continue in business as a viable going concern for
the benefit of all constituents.
The Plan is annexed hereto as Exhibit A and forms a part of this Disclosure
Statement. The summary of the Plan set forth below is qualified in its entirety
by reference to the provisions of the Plan.
The Plan classifies Claims and Equity Interests separately and provides
different treatment for different Classes of Claims and Equity Interests in
accordance with the Bankruptcy Code. Administrative Claims, Tax Claims and the
DIP Facility Claims are not classified. Classes 1 (Priority Claims) and 4 (Other
Secured Claims) are Unimpaired, are deemed to have accepted the Plan and are not
entitled to vote to accept or reject the Plan. Classes 2 (Bank Pre-Petition
Priority Claims), 3 (Bank Claims), 5 (General
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Unsecured Claims), 6 (Vendor Support Claims) and 7 (Unsecured Convenience
Claims) are Impaired and entitled to vote to accept or reject the Plan. Class 8
(Equity Interests) is Impaired and it is deemed to reject the Plan and therefore
has no vote.
Distributions to the Holders of Class 2, Class 3 and Class 5 Claims shall be
subject in all respects to the terms of the Settlement, and all Creditors shall
be bound by the terms contained therein.
Winget has not agreed to the changes to the Original Plan.
A. ADMINISTRATIVE CLAIMS
Administrative Claims are all post-Petition Date Claims or costs and expenses of
administration of the Case with priority under Section 507(a)(1) of the
Bankruptcy Code, costs and expenses allowed under Section 503(b) of the
Bankruptcy Code, and any indebtedness or obligations entitled to such priority
under the Bankruptcy Code, including professional fees and expenses of the
Debtors and any official committee appointed in this Case pursuant to Section
1102 of the Bankruptcy Code, in each case to the extent allowed by a Final Order
of the Bankruptcy Court under Sections 330(a) or 331 of the Bankruptcy Code.
Each Holder of an Allowed Administrative Claim will receive in full satisfaction
of such Allowed Claim cash equal to the amount of such Claim on the later of (i)
the Effective Date and (ii) the date that is ten (10) days after the Allowance
Date, unless such Holder shall have agreed to different treatment of such
Allowed Claim; provided, however, that Allowed Administrative Claims
representing obligations incurred in the ordinary course of business and assumed
by a Debtor shall be paid or performed in accordance with the terms and
conditions of the particular transactions and any agreements relating thereto.
However, the Plan shall not be deemed to accelerate a Debtor's obligation to
make payment on account of any Administrative Claim that is not due and owing as
of the Confirmation Date, is not Allowed or is subject to ongoing objections in
the Bankruptcy Court or other court. There are asserted rights of setoff with
respect to certain Allowed Administrative Claims. In the event such asserted
setoff rights are not valid, the aggregate amount of Allowed Administrative
Claims may increase.
B. TAX CLAIMS
Tax Claims are Claims of governmental units for taxes entitled to priority
in payment under Section 507(a)(8) of the Bankruptcy Code. The Debtors estimate
that the amount of Allowed Tax Claims that have not previously been paid
pursuant to an order of the Bankruptcy Court will aggregate approximately
$125,000.
Each Holder of an Allowed Tax Claim will receive in full satisfaction of such
Allowed Claim, at the election of the relevant Debtor, in its sole discretion,
(i) cash equal to the amount of such Claim on the later of (1) the Effective
Date, (2) the date that is 10 days after the Allowance Date, unless such Holder
shall have agreed to different treatment of such Allowed Claim, (ii) in
accordance with Section 1129(a)(9)(C) of the Bankruptcy Code, cash payments in
equal monthly installments commencing on the first Business
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Day of the month succeeding the month in which the Effective Date occurs and
continuing on the first Business Day of each month thereafter, until the month
which is six (6) years after the date of assessment of such Claim, with interest
from the Effective Date at a rate equal to the Applicable Federal Rate as
determined under the Internal Revenue Code, or (iii) such other treatment as the
Holder of such Allowed Tax Claim shall have agreed in writing.
C. DIP FACILITY CLAIMS
On the Effective Date, in full satisfaction of the DIP Facility Claim, the DIP
Facility Lenders (1) shall receive cash in an amount equal to the then
outstanding amount of such DIP Facility Claim (including all accrued and unpaid
interests, fees and expenses) which will be paid with proceeds from the Exit
Financing Facility (2) will be released from any letters of credit, if any,
issued under the DIP Facility and (3) will be released, along with the
Pre-Petition Agent, and the DIP Facility Lenders' and Pre-Petition Agent's
respective affiliates, professionals, agents, officers, directors and employees,
from any and all claims by the Debtors.
D. U.S. TRUSTEE FEES
Statutory fees payable to the Office of the United States Trustee pursuant to 28
U.S.C. Section 1930 will be timely paid by the Debtors prior to the Effective
Date and thereafter by Venture Delaware.
E. CLASS 1 - PRIORITY CLAIMS
Class 1 is comprised of other Priority Claims that are entitled to priority
pursuant to Section 507(a) of the Bankruptcy Code and that are not
Administrative Claims or Tax Claims. The Debtors project that, at the time of
Confirmation, there will be no unpaid Priority Claims except expenses not yet
payable in the ordinary course of business. Many of the Priority Claims in Class
1 have been paid pursuant to an order of the Bankruptcy Court entered in
connection with first day motions.
Unless the Holder of an Allowed Priority Claim and the Debtors agree to a
different treatment, each Holder of an Allowed Priority Claim shall receive, in
full satisfaction of such Allowed Claim, cash equal to the amount of such
Allowed Claim on the latest of (i) the Effective Date, (ii) the date that is 10
days after the Allowance Date of such Claim, and (iii) the date when such
Allowed Claim becomes due and payable according to its terms and conditions.
F. CLASS 2 - BANK PRE-PETITION PRIORITY CLAIMS
The Bank Pre-Petition Priority Claims consist of certain Claims against the
Debtors arising under or relating to the Existing Bank Facility entitled to
priority and right of payment of collateral proceeds relative to all other Bank
Claims pursuant to the Existing Bank Facility. Class 2 Claims will be deemed
Allowed Claims in an amount equal to the amount of Bank Pre-Petition Priority
Claims, including all accrued and unpaid interest,
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fees and expenses thereon. Holders of Allowed Class 2 Claims shall receive, in
full satisfaction of such Allowed Claims, the following: the Disbursing Agent
shall distribute to the Pre-Petition Agent (for the benefit of the Pre-Petition
Lenders) the Bank Priority Senior Notes. Distributions to Holders of Class 2
Claims shall be subject in all respects to the terms of the Settlement.
G. CLASS 3 - BANK CLAIMS
The Bank Claims consist of all Claims against the Debtors arising under or
relating to the Existing Bank Facility, except for the Bank Pre-Petition
Priority Claims. Class 3 is Impaired, and is therefore entitled to vote to
accept or reject the Plan.
The Bank Claims shall be Allowed in an amount equal to the sum of (i) the
principal amount of the Bank Claims (excluding the Bank One, NA Claim and the
ORIX Capital Markets, LLC Claim) as of the Petition Date, plus all unpaid
interest and fees accrued through the Petition Date, plus (ii) all interest and
fees (if any) to which the Pre-Petition Lenders are entitled under Section
506(b) of the Bankruptcy Code.
On the Effective Date, in full satisfaction of all of the obligations of the
Debtors and the Transferred Winget Entities in respect of the Bank Claims
(including all Bank Secured Claims and all Bank Adequate Protection Claims) and
the Guaranties, the Disbursing Agent shall distribute to the Pre-Petition Agent
(for the benefit of the Pre-Petition Lenders) and without further notice,
application or hearing, the following:
i. cash in an amount equal to approximately $7.5 million plus all
unreimbursed fees and expenses incurred by the Pre-Petition Agent through the
Effective Date (regardless of whether such interest and fees are allowed, or
allowable, pursuant to Section 506(b) of the Bankruptcy Code),
ii. the Securities Fee Notes,
iii. the Excess Interest Notes,
iv. the Bank Senior Notes,
v. the Bank Junior Notes, and
vi. the Preferred Membership Interests.
In addition, on the Effective Date the following events shall occur:
i. Each Pre-Petition Lender, the Pre-Petition Agent, and their
respective affiliates, professionals, agents, officers, directors and employees.
shall be released from any and all claims held by the Debtors,
ii. letters of credit outstanding prior to the Petition Date shall
be cancelled and/or assumed and deemed issued under the Exit Financing Facility,
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iii. all pre-Petition Date Liens on property of the Debtors held by
or on behalf of the Pre-Petition Lenders shall survive the Effective Date and
shall secure the obligations evidenced by the Bank Senior Notes and the Bank
Junior Notes, but such Liens shall be subordinate in priority to the Liens
granted to secure payment of the Exit Financing Facility and shall be subject to
the Subordination Agreement,
iv. all Guaranties executed by the Debtors (and their direct and
indirect subsidiaries) in favor of the Pre-Petition Lenders shall be replaced by
the Guaranties executed in connection with the Restructured Credit Agreement,
and
v. the obligations evidenced by the Bank Senior Notes, the
Securities Fee Notes, the Excess Interest Notes and the Bank Junior Notes shall
further be secured by the Liens more specifically described in the Restructured
Credit Agreement.
The Pre-Petition Lenders shall be entitled to retain all payments made to the
Pre-Petition Lenders prior to the Effective Date. Guaranties executed by the
Transferred Winget Entities, together with the Liens and security interests
granted by the Transferred Winget Entities to secure repayment of such Guaranty
obligations, shall be replaced by the Liens, Guaranties and other rights granted
to the Pre-Petition Lenders under the Restructured Credit Agreement and the
ancillary documents executed in connection therewith. Guaranties executed by the
Retained Entities and Winget in favor of the Pre-Petition Lenders, together with
the Liens and security interests granted by the Retained Entities and Winget to
secure repayment of such Guaranty obligations, shall be released and discharged
upon the Effective Date. To the extent the Bank One, NA Claim or the ORIX Claim
becomes an Allowed Claim, the principal amount of the Bank Senior Notes shall be
increased by the Allowed amount of such Claim and the Orix Claim to the extent
not otherwise included in the Allowed Bank Claims. Distributions to Holders of
Class 3 Claims shall be subject in all respects to the terms of the Settlement.
H. CLASS 4 - OTHER SECURED CLAIMS
Other Secured Claims consist of all Secured Claims other than the Bank Group
Secured Claims. Based upon the Debtors' schedules and the Proofs of Claim filed
in the Case, the Debtors believe that the Other Secured Claims include, among
other Claims, Claims secured by purchase money security interests and capital
leases and as of September 30, 2003 are in the aggregate approximate amount of
$0. Class 4 is Unimpaired and is therefore deemed to have accepted the Plan.
Unless the Holder of an Allowed Other Secured Claim and the Debtors agree to a
different treatment, either (a) the legal, equitable, and contractual rights of
holders of Other Secured Claims shall be reinstated on the Effective Date, or
(b) the Debtor shall (i) cure any pre-petition default (other than defaults of
the kind specified in Section 365(b)(2) of the Bankruptcy Code), (ii) reinstate
the maturity of such Other Secured Claim, (iii) compensate the Holder for any
damage satisfying Section 1124(2)(c) of the Bankruptcy Code, and (iv) not
otherwise alter the legal, equitable or contractual rights to which such Other
Secured Claim entitles the Holder. Each Other Secured Claims
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constitute a separate sub-claim (designated, for example, as Class 4.1) for
purposes of voting and distribution.
The Debtors' failure to object to such Other Secured Claims in the Case shall be
without prejudice to the Debtors' right to contest or otherwise defend against
such Claims in the Bankruptcy Court or other appropriate non-bankruptcy forum
(at the option of the Debtors) when and if such Claims are sought to be enforced
by the Holder of the Other Secured Claim. All Pre-Petition Date Liens on
property of the Debtors held by or on behalf of the Holder of Other Secured
Claims with respect to such Claims shall survive the Effective Date and continue
in accordance with the contractual terms of the underlying agreements with such
Holders until, as to each such Holder, the Allowed Claims of such Holder of an
Other Secured Claim are paid in full.
I. CLASS 5 - GENERAL UNSECURED CLAIMS
CLASS 6 CREDITORS AND CLASS 7 CREDITORS SHALL BE TREATED AS CLASS 5 CREDITORS,
UNLESS THE BANKRUPTCY COURT DETERMINES THAT TREATING CLASS 6 CREDITORS AND CLASS
7 CREDITORS AS CLASS 5 CREDITORS CONSTITUTES A CHANGE TO THE ORIGINAL PLAN THAT
IS MATERIALLY ADVERSE TO THE TRANSFERORS UNDER THE CONTRIBUTION AGREEMENT TAKEN
AS A WHOLE. IN SUCH EVENT, CLASS 6 CREDITORS AND CLASS 7 CREDITORS WILL BE
AFFORDED THE TREATMENT DESCRIBED BELOW IN SECTION VIII. J. "CLASS 6 - VENDOR
SUPPORT CLAIMS" AND SECTION VIII. K. "CLASS 7 - UNSECURED CONVENIENCE CLAIMS,"
RESPECTIVELY.
Class 5 consists of all Allowed General Unsecured Claims, including the Note
Claims, provided however, if the Triggering Event shall have occurred, Class 5
shall not include (i) Unsecured Convenience Claims and (ii) Vendor Support
Claims. Class 5 is Impaired and is entitled to vote to accept or reject the
Plan.
General Unsecured Claims consist of all Claims which are not Secured Claims,
Priority Claims, Tax Claims or Administrative Claims, or otherwise entitled to
priority under the Bankruptcy Code or an order of the Bankruptcy Court, and
which elect not to be treated as Classes 6 or 7 Claims. Claims in Class 5 also
include, without limitation, Claims against the Debtors arising from, or
relating to, the Old Senior Notes (the 9-1/2% Senior Notes due 2005, and the 11%
Senior Notes due 2007, as amended) and the Old Subordinated Notes (the 12%
Senior Subordinated Notes due 2009, as amended). Claims in Class 5 also include,
without limitation, Claims against the Debtors arising from or relating to, the
rejection of leases of nonresidential real property and executory contracts, any
litigation Claims, any guaranties, and Claims of trade vendors, suppliers and
service providers.
As scheduled by the Debtors, the Debtors believe that the total of all General
Unsecured Claims against the Debtors is approximately $556,076,594. Of this
amount,
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approximately $60,270,420 are trade debt, approximately $493,301,637 are Note
Claims, approximately $2,495,537 are Unsecured Convenience Claims and the
balance is made up of potential Rejection Claims, contingent and unliquidated
guaranties, and all other General Unsecured Claims that cannot be treated or
cannot elect to be treated under Class 6 or 7.
Each Holder of an Allowed Class 5 Claim shall be entitled to receive, in full
satisfaction of such Claim, its respective Pro Rata distribution of Trust Assets
from the Creditors' Trust (subject to the settlement of certain contractual
subordination provisions) as described in Section V. B. - "OLD SENIOR NOTES, OLD
SUBORDINATED NOTES AND OLD NOTE INDENTURES." The amount of the Pro Rata
distribution that Holders of Class 5 Claims are entitled to receive is
determined proportionately, so that a Pro Rata distribution with respect to an
Allowed Claim of a particular Class 5 Claim bears the same ratio to all
distributions on account of all Allowed Class 5 Claims, as the dollar amount of
such Allowed Class 5 Claim bears to the dollar amount of all Allowed Class 5
Claims.
Distributions to Holders of Class 5 Claims shall be subject in all respects to
the terms of the Settlement.
1. CREATION OF CREDITORS' TRUST
Pursuant to Article 7 of the Plan, the Creditors' Trust is to be created on the
Effective Date and will be administered by the Trustee for the benefit of all
Class 5 Creditors with the advice and/or direction of the Oversight Committee,
all as more specifically set forth in the Plan and the related Trust Agreement.
THE PROVISIONS IN ARTICLE 7 OF THE PLAN GOVERNING THE CREDITORS' TRUST ARE
SUBJECT IN ALL RESPECTS TO THE TERMS OF THE SETTLEMENT. On the Effective Date,
the Trust Assets, without further act or deed of the Trustee or the Bankruptcy
Court, shall be transferred from the Estates to the Creditors' Trust, free and
clear of all Liens, Claims and Interests and shall become the corpus of the
Creditors' Trust. On the Effective Date, the Debtors are authorized to, and
shall execute and deliver such instruments and other documents as are necessary,
appropriate or deemed advisable by the Trustee to transfer title to the Trust
Assets to the Creditors' Trust.
The Trust Assets consist of (i) the Winget Actions, other than the Extinguished
Actions, (ii) the Creditors' Warrant and any equity interests issued as a result
of the exercise thereof and (iii) the Avoidance Actions. The Class 5 Claims
shall be satisfied by delivery of the Trust Assets to the Creditors' Trust. The
Bankruptcy Court shall retain jurisdiction for purposes of determining the value
of the Creditors' Warrant.
Winget Actions are, as discussed in Section VI above, all Causes of Action (if
any) that the Debtors have against Winget personally and all Causes of Action
against the Retained Entities. Extinguished Actions will be extinguished and
shall be used to provide value through the Creditors' Warrant. The Trustee, with
direction from the Oversight Committee, shall have the authority to pursue the
Winget Actions as the Trustee deems appropriate, and the Bankruptcy Court shall
retain jurisdiction to hear any such actions.
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The interests of the Class 5 Creditors in the Creditors' Trust shall be
uncertificated and shall be non-transferable except by operation of law. Holders
of interests in the Creditors' Trust shall have no voting rights with respect to
such interests. The Creditors' Trust will have a term of three (3) years from
the Effective Date, without prejudice to the rights of the Oversight Committee
to extend such term conditioned upon the Creditors' Trust not then becoming
subject to the Exchange Act or changing its tax status. The terms of the Trust
Agreement may be amended by the Trustee to the extent necessary to ensure that
the Creditors' Trust will not become subject to the Exchange Act.
2. CREDITORS' WARRANT
The Creditor's Warrant to be issued to the Creditor's Trust entitles the Holders
of Allowed Class 5 Claims to receive a Pro Rata share of the Common Membership
Interests in Venture Delaware represented by the Warrant Valuation Formula
(subject to the settlement of certain contractual subordination issues as
described in Section V. B. - "OLD SENIOR NOTES, OLD SUBORDINATED NOTES AND OLD
NOTE INDENTURES" and the Settlement). The Warrant Valuation Formula is a
fraction, the numerator of which is the sum of (I)(A) Value of Debtors, plus (B)
Value of Venture B Assets, to the extent that such sum exceeds the aggregate
amount of Allowed Claims in Classes 2 and 3 and other Claims which would have
priority over Class 5 Claims (collectively, the "Formula Claims"); provided,
however, that in the event the sum does not exceed the Formula Claims, the sum
shall be deemed to be zero), plus (II) the Value of Extinguished Actions, and
the denominator of which is the Value of Reorganized Venture.
The Debtors' believe that the value of the Debtors' businesses, exclusive of the
Debtors' interests in the Venture B Assets (the "Non-Venture B Businesses"), is
less than the aggregate amount of the Formula Claims. Winget will contribute the
Transferred Winget Entities to Venture Delaware in order to both provide value
to "cover" the difference between the value of the Non-Venture B Businesses and
the full amount of the Formula Claims, and to integrate all related operations
under the Reorganized Debtors' common ownership. The formula is designed to
provide to General Unsecured Creditors what they are entitled, which is the
residual value available after payment of all Formula Claims from the Debtors'
Non Venture B Businesses and the Venture B Assets, plus the value of the
Extinguished Actions (subject to the prior satisfaction of the Formula Claims if
such Claims have priority over the Class 5 Claims as to such Extinguished
Actions). The foregoing allocations of value will be accomplished through the
following mechanics: On the Effective Date, the Transferred Winget Entities will
be contributed by Winget to the Reorganized Debtors. The Reorganized Debtors,
will, in turn, issue to the Pre-Petition Lenders cash, Bank Senior Notes, Bank
Junior Notes and Preferred Membership Interests in the full amount of the Bank
Claims. The Common Membership Interests Debtors will be issued to Winget and, by
operation of the Creditors' Warrant, the Creditors' Trust (for the benefit of
the Class 5 Creditors).
As of the date this Disclosure Statement is filed, the Debtors are uncertain of
the true value of the Creditors' Warrant. To ascertain the value of the
Creditors' Warrant, the
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Debtors, and, subject to a Qualified Finding, the Creditors' Committee, shall
file a procedures motion with the Bankruptcy Court describing the procedures by
which the Bankruptcy Court shall determine, as necessary, the Value of
Extinguished Actions, Value of the Venture B Assets, Value of Debtors and Value
of Reorganized Venture. Under the terms of the Plan:
- the "Value of Debtors" is defined as the fair market value of
the Debtors, including the Debtors' interests in their direct
and indirect subsidiaries as of the Effective Date, determined
in accordance with the Warrant Valuation Procedures, exclusive
of the Value of the Venture B Assets;
- the "Value of Extinguished Actions" is defined as the value
(after giving consideration to all defenses, counterclaims,
offsets or similar rights and litigation costs) of each
Extinguished Action on an entity by entity basis as of the
Effective Date, determined either (i) by a Bankruptcy Rule
9019 settlement between the Debtors, on the one hand, and the
Transferred Winget Entities, on the other hand, approved prior
to the Valuation Determination Date, or (ii) by the Bankruptcy
Court in accordance with the Warrant Valuation Procedures. For
purposes of determining the Value of the Extinguished Actions,
defenses shall include the consideration, to the extent
relevant, of, among other things (a) Liens of the Pre-Petition
Lenders on the assets subject to the Extinguished Actions, (b)
any subrogation rights of the Transferred Winget Entities or
Winget subject to defenses, if any, and (c) the amount of any
Claims which would have priority over Class 5 Claims (subject
to certain qualifications);
- the "Value of Reorganized Venture" is the fair market value of
the common equity in Reorganized Venture as of the Effective
Date, determined in accordance with the Warrant Valuation
Procedures (and taking into account, for purposes of such
valuation, the Reorganized Venture's interests in the Venture
B Assets); and
- the "Value of Venture B Assets" is the fair market value of
the Debtors' interests in the Venture B Assets as of the
Effective Date determined either (i) by receipt by Venture of
actual net after-tax proceeds of the sale of the Venture B
Assets if the sale occurs prior to the Valuation Determination
Date or (ii) in accordance with the Warrant Valuation
Procedures.
3. TREATMENT OF CAUSES OF ACTION
The Avoidance Actions are all Causes of Action the Debtors may assert under
Sections 502, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the
Bankruptcy Code, or under related state or federal statutes and common law,
including fraudulent transfer
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laws, whether or not Causes of Action are commenced to prosecute such Avoidance
Actions, but excluding any and all Causes of Action released under the Plan. The
value received from the Avoidance Actions will be transferred to the Creditors'
Trust. A list of Avoidance Actions is attached as Exhibit B to the Plan.
Under the terms of the Plan, Reorganized Venture shall reasonably cooperate with
the Trustee in pursuing Avoidance Actions and Winget Actions and shall afford
reasonable access during normal business hours, upon reasonable notice, to
personnel and books and records of the Reorganized Debtors to representatives of
the Creditors' Trust to enable the Trustee to perform the Trustee's duties under
the Trust Agreement. Reorganized Venture shall not be required to incur any
expenses in connection with the Creditors' Trust absent reimbursement from the
Creditors' Trust. The Bankruptcy Court retains jurisdiction to determine the
reasonableness of a request of assistance and/or a related expenditure. Any
requests for assistance shall not interfere with Reorganized Venture's business
operations.
4. ADMINISTRATION OF CREDITORS' TRUST; TRUSTEE
The Trustee for the Creditors' Trust shall be appointed by the Oversight
Committee on the Effective Date. A notice shall be filed no later than the ten
(10) days prior to the Confirmation Hearing Date designating the Person who is
selected to serve as Trustee. The Trustee shall have full authority, subject to
the direction of the Oversight Committee, to take any steps necessary to
administer the Trust Agreement, including, without limitation, the duty and
obligation to liquidate the Trust Assets, make distributions to General
Unsecured Creditors, and settle any Winget Actions or Avoidance Actions. Upon
such assignment, the Trustee, on behalf of the Creditors' Trust, will assume and
be responsible for any responsibilities, duties and obligations of the Debtors
with respect to the subject matter of the assignments, and the Debtors and the
Reorganized Debtors will have no further rights or obligations with respect
thereto. The Trustee may be removed in accordance with the Trust Agreement.
The Trustee's actions are subject to the direction of the Oversight Committee,
which will be a three member committee comprised of representatives selected in
accordance with the Trust Agreement, that will supervise the prosecution,
valuation and distribution of Trust Assets. The Oversight Committee shall be
appointed on the Effective Date. On or before the date that is ten (10) days
prior to the Confirmation Hearing Date, a notice shall be filed with the
Bankruptcy Court identifying the members of the Oversight Committee. The
Oversight Committee may adopt such bylaws as it may deem appropriate. The
Trustee shall consult regularly with the Oversight Committee when carrying out
the purpose and intent of the Creditors' Trust. In the case of an inability or
unwillingness of any member of the Oversight Committee to serve, such member
shall be replaced by designation of the remaining members of the Oversight
Committee. If any position on the Oversight Committee remains vacant for more
than thirty (30) days, such vacancy shall be filled within fifteen (15) days
thereafter by the designation of the Trustee without the requirement of a vote
by the other members of the Oversight Committee. Upon the certification by the
Trustee that all Trust Assets have been distributed, abandoned or otherwise
disposed of, the members of the Oversight Committee shall resign their
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positions, whereupon they shall be discharged from further duties and
responsibilities. The Oversight Committee may, by majority vote, approve all
settlements of the Winget Actions and the Avoidance Actions which the Trustee
may propose, subject to Bankruptcy Court approval of such settlements after
notice and a hearing, provided, however, that the Trustee may seek Bankruptcy
Court approval of a settlement of a Winget Action or Avoidance Action if the
Oversight Committee fails to act on a proposed settlement of such Claim within
fifteen (15) days of receiving notice of such proposed settlement by the
Trustee. The Oversight Committee may, by majority vote, authorize the Trustee to
invest the Trust Assets in prudent investments other than those described in
Section 345 of the Bankruptcy Code.
All costs and expenses associated with the administration of the Creditors'
Trust shall be the sole responsibility of, and be paid by, the Creditors' Trust.
The Trustee shall receive, from the Creditors' Trust, reasonable compensation
for services rendered. The Trustee shall also be reimbursed by the Creditors'
Trust for all out-of-pocket expenses reasonably and necessarily incurred in the
performance of its duties under the Plan and under the Trust Agreement. The
members of the Oversight Committee shall not be entitled to receive compensation
for their services, but they shall be reimbursed by the Creditors' Trust for all
out-of-pocket expenses reasonably incurred in the performance of their duties
under the Plan and under the Trust Agreement. All compensation and reimbursement
shall be paid from Trust Assets. The Trustee may retain such law firms,
accounting firms, experts, advisors, consultants, investigators, appraisers,
auctioneers or other professionals as it may deem necessary to aid in the
performance of its responsibilities pursuant to the terms of the Plan including,
without limitation, the liquidation and distribution of Trust Assets.
The cash proceeds of Trust Assets shall be used first to pay the expenses of the
Creditors' Trust, the Trustee and the Oversight Committee and the costs and
expenses of the Trustee and the Trustee's professionals. Thereafter, the cash
proceeds of the Trust Assets shall be distributed to Holders of Claims in
accordance with their interests in the Creditors' Trust as set forth in the Plan
at least annually beginning with the second calendar quarter after the Effective
Date. The Trustee shall not be required to make any such annual distribution in
the event that the aggregate proceeds and income available for distribution to
Holders of Claims are not sufficient, in the Trustee's discretion (after
consultation with the Oversight Committee), to make a distribution at that time.
The Trustee will make continuing efforts to dispose of the Trust Assets, make
timely distributions, and not unduly prolong the duration of the Creditors'
Trust.
The Trustee and each member of the Oversight Committee shall be indemnified from
the Trust Assets to the fullest extent permitted by law against any liability,
damage or expense arising out of or resulting from or related to, any act taken
or omitted, so long as such liability, damage or expense does not result from
willful fraud, willful misconduct, bad faith or gross negligence. The Trustee,
the members of the Oversight Committee, and their attorneys, employees,
accountants, consultants or agents, shall (i) not have or incur any liability to
any Person or entity for any act or omission in connection with, or arising out
of, the administration of the Plan or the property to be distributed under the
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Plan, except if such act or omission is determined by a Final Order to reflect
bad faith or to constitute willful misconduct or gross negligence, (ii) be
entitled to rely upon the advice of counsel with respect to their duties and
responsibilities under the Plan, and (iii) be fully protected in acting, or in
refraining from acting, in accordance with such advice; provided, however,
nothing contained herein shall relieve the Creditors' Trust from its duties and
responsibilities to make the payments required under the Plan.
The provisions in Article VII of the Plan governing the Creditors' Trust are
subject in all respects to the terms of the Settlement. All Creditors shall be
bound by the terms thereof.
J. CLASS 6 - VENDOR SUPPORT CLAIMS.
CLASS 6 CREDITORS SHALL BE TREATED AS CLASS 5 CREDITORS, UNLESS THE BANKRUPTCY
COURT DETERMINES THAT TREATING CLASS 6 CREDITORS AS CLASS 5 CREDITORS
CONSTITUTES A CHANGE WHICH IS MATERIALLY ADVERSE TO WINGET AND THE TRANSFERORS,
TAKEN AS A WHOLE, UNDER THE CONTRIBUTION AGREEMENT. IN SUCH EVENT, CLASS 6
CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED BELOW.
A Holder of a Vendor Support Claim is any General Unsecured Creditor holding an
Allowed Class 5 Claim who (i) agrees to provide post-Confirmation credit on
terms set forth in a Vendor Support Agreement, including, without limitation,
customary pricing terms, no less than net-60 day payment terms and credit limits
no less than those which were in place as of January 1, 2002, to one or more of
the Reorganized Debtors, and (ii) executes and delivers a Vendor Support
Agreement on or before the Effective Date. Class 6 is Impaired and is entitled
to vote to accept or reject the Plan. In addition to their votes to accept or
reject the Plan as Holders of Allowed Class 6 Claims, Holders of Vendor Support
Claims are entitled to vote upon the treatment prescribed for Class 5 General
Unsecured Claims and such votes (i) shall be counted in the event that the Class
6 treatment is determined to have rendered the Plan unfairly discriminatory, or
(ii) shall not be counted to the extent the Class 6 treatment is not approved.
Pursuant to the Plan, each Holder of an Allowed Class 5 Claim who (i) provided
goods or services to the Debtors prior to the Petition Date, (ii) elects, on its
ballot, to agree to a Vendor Support Agreement and (iii) executes and delivers a
Vendor Support Agreement, shall receive, in lieu of the treatment such Claim
would otherwise receive as an Allowed General Unsecured Claim, in full
satisfaction of such Claim, cash in an amount equal to 50% of its Allowed
General Unsecured Claim, which shall be paid in ten (10) monthly installments
equal to 5% of such Allowed Claim, beginning on the first Business Day of the
4th full month following the month in which the Effective Date occurs and
continuing on the first Business Day of each month thereafter until such Allowed
Claim is paid 50% of the Allowed General Unsecured Claim.
In the event that the Bankruptcy Court does not approve the treatment of Vendor
Support Claims in relation to other non-accepting Classes of unsecured Creditors
(if any), then Holders of the Vendor Support Claims shall be deemed to be
included in (and to receive
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the treatment prescribed for) Class 5 General Unsecured Claims and their vote in
Class 6 shall not count.
K. CLASS 7 - UNSECURED CONVENIENCE CLAIMS.
CLASS 7 CREDITORS SHALL BE TREATED AS CLASS 5 CREDITORS, UNLESS THE BANKRUPTCY
COURT DETERMINES THAT TREATING CLASS 7 CREDITORS AS CLASS 5 CREDITORS
CONSTITUTES A CHANGE WHICH IS MATERIALLY ADVERSE TO WINGET AND THE TRANSFERORS,
TAKEN AS A WHOLE, UNDER THE CONTRIBUTION AGREEMENT. IN SUCH EVENT, CLASS 7
CREDITORS WILL BE AFFORDED THE TREATMENT DESCRIBED BELOW.
An Unsecured Convenience Claim is an Allowed General Unsecured Claim that is (i)
in an amount of $10,000 or less or (ii) Allowed in an amount greater than
$10,000 but which is reduced to $10,000 or less by an irrevocable written
election of the Holder of such Claim made on a properly delivered ballot (the
"Election"); provided, however, that (y) individual General Unsecured Claims of
a single Holder that are Allowed in an amount of $10,000 or less will not be
treated as separate Unsecured Convenience Claims if the aggregate of all General
Unsecured Claims held by such Holder exceeds $10,000 and no such election is
made and (z) any General Unsecured Claim that was originally Allowed in excess
of $10,000 may not be subdivided into multiple General Unsecured Claims of
$10,000 or less for purposes of receiving treatment as a Convenience Claim.
Class 7 is Impaired and is entitled to vote on acceptance or rejection of the
Plan. For purposes of determining the Distribution under Class 5 to which a
Holder of a Class 7 Claim is entitled, the Election will be disregarded.
The Debtors believe that the total number of Unsecured Convenience Class Claims
is approximately 1,079 with an aggregate value of approximately $2,495,537.
Pursuant to the Plan, all Allowed Unsecured Convenience Claims shall be paid in
cash an amount equal to 75% of the Allowed amount of such Claims no later than
120 days after the Effective Date in full and complete satisfaction of such
Allowed Claim.
L. CLASS 8 - EQUITY INTERESTS
Class 8 (Equity Interests) are comprised of Interests of any Holder of common or
preferred equity securities of, or membership interests in, Venture, and all
options, warrants, put rights, contractual or otherwise, to acquire such equity
securities or membership interests, as such interests exist immediately prior to
the Effective Date. Class 8 is Impaired and because pursuant to the Plan, the
Holders of Equity Interests will not receive any distributions on account of
such Equity Interests, Class 8 is not entitled to vote and is deemed to have
rejected the Plan. On the Effective Date, all Equity Interests will be
contributed to Venture Delaware.
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M. INTERCOMPANY CLAIMS
On the Effective Date, all Intercompany Claims will, in the sole discretion of
the applicable Debtor or Venture Delaware, (a) be preserved and reinstated, (b)
be released, waived and discharged as of the Effective Date, or (c) be
contributed to the capital of the obligee corporation.
IX. IMPLEMENTATION OF THE PLAN
The Plan provides for the treatment of Claims and Interests as described above
as well as other provisions relating to acceptance or rejection of the Plan,
treatment of executory contracts, distributions, procedures for resolving
disputed, contingent, and unliquidated claims and disputed interests, retention
of jurisdiction and other miscellaneous provisions.
A. MEANS FOR EXECUTION OF THE PLAN
1. CONTRIBUTION OF ASSETS
As previously discussed, the Contribution Agreement provides for the
contribution of substantially all of the Winget assets necessary for the
continued operation of Venture. More details regarding the assets to be
contributed are discussed below.
The Contribution Agreement provides, subject to the satisfaction of certain
conditions precedent, that the Transferors shall assign, transfer and convey to
Venture Delaware and Venture Holdings shall cause Venture Delaware to accept
from the Transferors, all of the Transferors' right, title and interest in, to
and under the Transferred Equity Interests and the Transferred Assets. The
Transferred Equity Interests constitute the equity interests in the Transferred
Winget Entities. The assets owned by the Transferred Winget Entities and
comprising the Transferred Assets include, without limitation, the following
assets: (1) real estate, (2) machinery and equipment, (3) sales commission
contracts, and (4) patents. Moreover, the Transferred Winget Entities include
the businesses and assets of Venture Otto South Africa (Pty.) Ltd. and Venture
Asia Pacific Pty. Ltd. These assets, many of which relate to the supply, design,
system integration and manufacture of interior and exterior plastic components,
models and systems for the automotive industry, have substantial value and are
described in further detail below.
The real estate to be contributed is currently owned by Venture Real Estate,
Inc., Farm and Country Real Estate Company, Venture Automotive Corp. and Venture
Real Estate Acquisition Company. and is leased to certain Domestic Subsidiaries.
Such real estate consists of eight buildings with an aggregate 2003 appraised
value of $24,725,000. The aggregate annual rental savings to Venture will be
approximately $3,686,836.
The machinery and equipment to be contributed is owned by Venture Heavy
Machinery, Realven and VEAC. and is currently being leased to certain Domestic
Subsidiaries and Foreign Subsidiaries under usage agreements. The aggregate 2002
appraised fair market
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value of the machinery and equipment is $38,100,000. The aggregate annual cost
savings in usage fees to Venture will be approximately $5,212,788.
Winget's 100% equity interests in Patent Holding will be contributed. Patent
Holding holds patents currently being licensed to certain Domestic Subsidiaries
and foreign subsidiaries under non-exclusive, royalty-free licenses. The patents
enable Venture to continue to control crucial technology and product lines (for
example, air bag covers) in which Venture has significant market share and is
attempting to increase such market share by means of the patents. Venture and
Patent Holding are plaintiffs in significant patent litigation. SEE SECTION VI -
"CAUSES OF ACTION - Litigation."
The Australian operations to be contributed were purchased by Winget from Ford
Australia in 1995. These companies produce parts primarily for Ford Australia.
The Australian companies are subject to secured bank debt of approximately $17.1
million, and had an approximate 2003 EBITDA of $26.1 million.
The South African operations to be contributed consist of companies that produce
parts primarily for European-made cars. The South African companies are subject
to secured bank debt of about $10.4 million, and had an approximate 2003 EBITDA
of $32.1 million.
Winget's 100% equity interest in Venture Nevada, LLC ("Venture Nevada") is to be
contributed pursuant to the Contribution Agreement. Venture Nevada owns 75% of
the outstanding shares of Shelby American. As described in Section IV and VI
above, Shelby American is a niche automaker which owes Venture $26.0 million and
has other significant debts and other operational difficulties.
Winget's 100% equity interest in Deluxe will be contributed. Deluxe provides
Venture with design, tooling, prototype and fixture work. While Deluxe's
financial statements show losses in recent years, this is largely a function of
Deluxe performing design work for which payment and revenue recognition will be
made over time in the future while related costs have been substantially
recognized in expenses. Venture's ability to compete successfully for new
programs will be enhanced due to Deluxe's advanced design skills, tooling
capabilities and related technology. SEE SECTION IV - "OPERATIONS OF THE DEBTORS
- - Legal Relationship of Winget to the Debtors."
The Contribution Agreement also provides for the payment by Winget to Venture
Holdings of certain tax refunds received by Winget upon the occurrence of
certain events. The Contribution Agreement further provides for a process and
mechanism for the determination and repayment, if appropriate, of certain tax
distributions made to Winget on account of tax liability associated with Venture
and its subsidiaries.
The Contribution Agreement provides that, pursuant to the Plan, Venture Delaware
shall assume and agree to pay or otherwise discharge only those obligations or
liabilities (a) that first arise after the Closing Date under any contracts or
agreements included in the Transferred Assets, (b) with respect to Transferred
Assets consisting of accrued real
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estate and personal property taxes that are not yet due and owing, and (y) with
respect to VSE, accrued payroll expenses of any employee of VSE who accepts an
offer of employment made by Venture Holdings, in its sole discretion, and to the
extent reflected in the financial statements of VSE to be delivered pursuant to
the Contribution Agreement or arising in the ordinary course of business after
the dates of such financial statements, but, in each case, excluding the
Excluded Liabilities as defined in the Contribution Agreement.
The Contribution Agreement contains (i) representations and warranties from the
Transferors to Venture Delaware as to the Transferred Winget Entities and the
Transferred Assets typically and customarily used in an arms-length purchase of
comparable assets by a sophisticated buyer, and (ii) additional representations
and warranties from Winget to Venture Delaware regarding certain financial
information.
The Contribution Agreement provides that Winget and the Retained Entities will
indemnify Venture for certain losses suffered or incurred by Venture Delaware as
a result of breaches by Winget or the Retained Entities under the Contribution
Agreement. Venture Delaware's recovery on the indemnification obligations of
Winget and the Retained Entities is subject to an initial threshold of $4.0
million, in the aggregate. No claims may be asserted until the aggregate loss
exceeds $4.0 million and, thereafter, claims may be asserted only to the extent
of such excess. After the applicable threshold is exceeded, the aggregate amount
of losses recoverable is capped at $40.0 million. The threshold and cap do not
apply to breaches of certain representations and warranties. The Contribution
Agreement further provides that Venture Delaware's right to indemnification
expires eighteen months after the Effective Date (other than with respect to
claims for which Winget and the Retained Entities have received written notice
on or before such date). The Audit Committee will have exclusive authority to
assert claims under the Contribution Agreement after the Effective Date. SEE
"CORPORATE GOVERNANCE" below.
The Contribution Agreement will provide that Venture Delaware will indemnify the
Transferor for losses suffered or incurred by the Transferors relating to the
Assumed Liabilities. Venture Delaware's indemnification obligation is not
restricted by a threshold or cap.
The obligations of the parties to consummate the transactions contemplated by
the Contribution Agreement are subject to the satisfaction of a number of
conditions precedent including, among others, (1) satisfaction of all of the
conditions to the Effective Date set forth in the Plan (other than the condition
relating to the transactions contemplated in the Contribution Agreement),
including without limitation the Confirmation Order; (2) execution of an
employment agreement between Winget and Venture Delaware; and (3) execution of a
covenant not to compete by Winget for the benefit of Venture Delaware and its
Creditors; and (4) that the Plan as confirmed cannot contain modifications from
the Original Plan which are materially adverse to the Transferors taken as a
whole.
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Contemporaneously with the execution of the Contribution Agreement, Winget
caused to be executed, three leases regarding certain real property owned by
Harper Properties of Clinton Township Limited Partnership and Venture Real
Estate Acquisition Company and certain equipment and machinery owned by VEAC and
Venture Heavy Machinery. Such leases were deposited in escrow in accordance with
the terms of the Contribution Agreement and are being held pending the Effective
Date of the Plan or termination of the Contribution Agreement.
The Contribution Agreement may be terminated following execution thereof, but
prior to the Effective Date, generally without liability on the part of either
party (except to the extent such party is in breach) by the mutual written
consent of the parties. In addition to termination by mutual consent of the
parties, either the Transferors or Venture Delaware may terminate the
Contribution Agreement if there is a governmental order that prohibits the
transactions contemplated thereby. Either the Transferors or Venture Delaware
may terminate the Contribution Agreement if the Effective Date does not occur on
or prior to June 30, 2004 (provided that the party terminating the Contribution
Agreement has not caused the failure to the Effective Date to occur prior to
such date). Either party may also terminate the Contribution Agreement upon the
failure to occur of certain conditions (other than as a result of the
terminating party's breach) under the Contribution Agreement, including the
failure by the Bankruptcy Court to confirm the Plan. Venture Delaware may also
terminate the Contribution Agreement in the event of a material breach by the
Transferors which breach remains uncured for ten (10) days.
The Contribution Agreement, by its term, provides that each of the parties
thereto shall have the right to specifically enforce the Contribution Agreement
in any court of competent jurisdiction, including the Bankruptcy Court. Approval
of the Contribution Agreement by the Bankruptcy Court is not a condition to the
parties' rights to compel specific performance. Additionally, the Contribution
Agreement provides that Pre-Petition Agent shall be deemed a third party
beneficiary of the entire Contribution Agreement and shall have the ability to
enforce the obligations contained in the Contribution Agreement.
2. ISSUANCE OF NEW VENTURE SECURITIES
a. Preferred Membership Interests - On the Effective Date,
and subject to the terms of the Settlement, pursuant to
the Plan, the Holders of Claims in Class 3 shall receive
100% of the Preferred Membership Interests in Venture
Delaware. Winget will have the option to cause Venture
Delaware to redeem all outstanding Preferred Membership
Interests for a period of two years after the Effective
Date at a cash exercise price equal to the par amount of
the Preferred Membership Interests plus all accrued and
unpaid dividends at the time that the option is
exercised.
b. Issuance of Common Membership Interests - On the
Effective Date, pursuant to the Contribution Agreement
and
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the Plan, Winget shall receive in exchange for his
contribution of the Transferred Winget Entities pursuant
to the Contribution Agreement, 100% of the Common
Membership Interests in Venture Delaware. Such Common
Membership Interests are subject to dilution by the
Creditors' Warrant.
3. CANCELLATION OF SECURITIES, OLD NOTE INDENTURES AND INSTRUMENTS
On the Effective Date, except as otherwise provided herein, the Old Notes shall
be deemed extinguished, cancelled and of no further force or effect, and the
obligations of the Debtors thereunder shall be discharged, in each case without
any further act or action under any applicable agreement, law, regulation, order
or rule and without any further action on the part of the Bankruptcy Court or
any Person.
4. EXIT FINANCING FACILITY
The Debtors have obtained a commitment for a new, two year, 11 month, senior
secured facility (the "Exit Financing Facility") among Venture Holdings Company
LLC as borrower (the "Borrower"), each of the Borrower's direct and indirect
domestic subsidiaries as guarantors (each a "Guarantor" and, collectively, the
"Guarantors"), and a syndicate of banks, financial institutions and other
entities (the "Exit Lenders"), for which Black Diamond Commercial Finance, LLC
will act as administrative agent (the "Exit Agent") and lead arranger,
consisting of (i) a revolver in the amount of approximately $35 million (with an
$8 million letter of credit sub-limit) (the "Revolving Credit Commitments" and
the loans actually made thereunder, the "Revolving Credit Loans") and (ii) a
term loan in the amount of $90 million (the "Term Loan").
The Exit Financing Facility is anticipated to be used to repay amounts owing
(including, without limitation, fees and expenses), under both the Existing DIP
Facility and the Senior DIP Facility, to finance allowed administrative claims
or expenses and for working capital and other general corporate purposes of the
Reorganized Debtors.
The Revolving Credit Loans, which carry an interest rate of LIBOR plus 4.25% or
the Prime Rate plus 3.00%, will be secured by (i) valid, binding, enforceable
and perfected first-priority liens on the accounts receivable, inventory,
tooling, cash and cash equivalents (except for cash and cash equivalents
comprising proceeds of the Term Priority Collateral (as defined below)) of the
Borrower and each Guarantor (the "ABL Priority Collateral") and (ii) valid,
binding, enforceable and perfected second-priority Liens on all other property
and assets of the Borrower and each Guarantor (including, without limitation,
100% of the capital stock of each direct and indirect domestic subsidiary of the
Borrower and each Guarantor and 65% of the capital stock of each first-tier
foreign subsidiary of the Borrower and each Guarantor) (the "Term Priority
Collateral").
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The Term Loan, which carries an interest rate of Prime Rate plus 6.50%, shall be
secured by (i) valid, binding, enforceable and perfected first-priority Liens on
all Term Priority Collateral and (ii) valid, binding, enforceable and perfected
second-priority Liens on all ABL Priority Collateral.
The Exit Financing Facility also calls for the payment of certain fees
including: (1) an unused commitment fee of 0.50% per annum on the daily unused
amount of the Revolving Credit Commitment; (2) letter of credit fees of 4.25%
per annum of the maximum amount available to be drawn, payable to the Exit Agent
for the ratable benefit of any the Exit Lenders providing Revolving Credit
Loans; (3) an up-front fee (the "Arranger's Fee") in an amount equal to 350
basis points on the aggregate Commitments under the Exit Financing Facility, 40%
of which fee will be payable upon the acceptance by the Debtors of the
Commitment Letter and receipt of the requisite approval of the Bankruptcy Court,
with the remainder being payable in advance on the date upon which the Exit
Financing Facility closes (the "Closing Date") (the Arranger's Fee shall be
reduced by: (a) $750,000 if the Closing Date is on or before June 30, 2004 and
(b) $375,000 if the Closing Date is on or before July 31, 2004); and (4) an
annual administration fee (the "Exit Agent's Fee") in an amount equal to
$300,000 per year, which fee will be payable in advance on the Closing Date and
annually in advance on each anniversary thereof prior to the maturity or early
termination of the Facility and the payment in full of all amounts owing
thereunder.
The Exit Financing Facility will include customary convenants, representations
and warranties for a facility of this sort. There are also a number of customary
conditions to the commitment for the Exit Financing Facility, which must be
satisfied or waived for the facility to be able to be utilized The Debtors
believe that the Exit Financing Facility is necessary to ensure the feasibility
of the Plan and is in the best interests of the Debtors, the Debtors' estates,
creditors and other parties in interest. Documents evidencing the Exit Financing
Facility, or commitment letters with respect thereto, shall be filed by the
Debtors with the Bankruptcy Court five (5) business days prior to the
Confirmation Hearing Date.
5. CORPORATE GOVERNANCE
Prior to the date that is the earlier of the second annual anniversary date of
the Effective Date or the date that Winget exercises the option to redeem the
Preferred Membership Interests described above, the Board of Venture Delaware
shall consist of seven members. The Chief Executive Officer will serve as a
director. Holders of Common Membership Interests will be entitled to designate
three directors, two of whom will be Independent Directors and one of whom shall
be Winget or his designee to the extent Winget has voting control of the Common
Membership Interests sufficient under the Operating Agreement to elect
directors. Holders of Common Membership Interests will lose the foregoing
election rights if Winget does not exercise the option to redeem the Preferred
Membership Interests within 2 years of the Effective Date. Holders of the
Preferred Membership Interests will be entitled to designate three directors,
two of whom will be Independent Directors. If Winget is a director, then he will
be the non-executive Chairman. If Winget is not a director, then he will not be
the Chairman.
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B. CONFIRMATION
Section 1129(a) of the Bankruptcy Code establishes conditions for the
confirmation of a plan. These conditions are too numerous and detailed to be
fully explained here. Parties are encouraged to seek independent legal counsel
to answer any questions concerning the Chapter 11 process.
Among the several conditions for Confirmation of the Plan under Section 1129(a)
of the Bankruptcy Code are these:
1. Each Class of Impaired Claims and Interests must accept the
Plan; provided, however, that Section 1129(b) of the
Bankruptcy Code allows a plan to be confirmed if one class of
impaired claims accepts the plan and no class junior to a
rejecting class takes anything under the plan.
2. Either each Holder of a Claim in a Class must accept the Plan,
or the Plan must provide at least as much value as would be
received upon liquidation under Chapter 7 of the Bankruptcy
Code. In this regard, attached as Exhibit F is a Liquidation
Analysis showing the anticipated distribution to Creditors in
a Chapter 7 liquidation of Venture. Pursuant to the
Liquidation Analysis, Creditors would receive far less in a
Chapter 7 liquidation than they would under the Plan, and,
therefore this requirement is satisfied.
3. Confirmation of the Plan is not likely to be followed by the
liquidation or the need for further financial reorganization
of the Debtors. Attached as Exhibit G is the Projected
Financial Information of the Debtors, on a consolidated basis.
It demonstrates that Confirmation of the Plan will not be
followed by the liquidation or the need for further financial
reorganization of the Debtors.
C. EFFECTS OF PLAN CONFIRMATION
1. DISCHARGE OF CLAIMS; RELATED INJUNCTION
Except as may otherwise be provided in the Plan or in the Confirmation Order,
the Confirmation of the Plan and the rights afforded and the payments and
Distributions to be made thereunder (i) shall be in complete exchange for, and
in full and unconditional settlement, satisfaction, discharge, and release of
any and all existing debts and Claims and Interests of any kind, nature, or
description whatsoever against the Debtors, Reorganized Venture, their Assets,
property or their Estates (subject to retention of claims with respect to
litigation transferred to the Creditors' Trust or Creditors' Warrant), and (ii)
shall effect a full and complete release, discharge, and termination of all
Liens,
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security interests, or other claims, interests, or encumbrances upon all of the
Debtors' Assets and property.
After Confirmation of the Plan, all Persons are precluded from asserting,
against any of the Debtors or Reorganized Venture, or any property that is to be
distributed under the terms of the Plan, any claims, obligations, rights, causes
of action, liabilities, or equity interests based upon any act, omission,
transaction, or other activity of any kind or nature that occurred prior to the
Effective Date, other than as expressly provided for in the Plan, or the
Confirmation Order, whether or not (i) a Proof of Claim based upon such debt is
filed or deemed filed under Section 501 of the Bankruptcy Code; (ii) a Claim
based upon such debt is Allowed; or (iii) the Holder of a Claim based upon such
debt has accepted the Plan.
Except as otherwise provided in the Plan or the Confirmation Order, all Holders
of Allowed Claims and Interests arising prior to the Effective Date shall be
permanently barred and enjoined from asserting against Reorganized Venture or
any Debtor, or their successors, or the Assets, any of the following actions on
account of such Allowed Claim or Interest:
- commencing or continuing in any manner any action or other
proceeding on account of such Claim or Interest against
Reorganized Venture, any of the Debtors, or the property to be
distributed under the terms of the Plan, other than to enforce
any right to distribution with respect to such property under
the Plan;
- enforcing, attaching, collecting, or recovering in any manner
any judgment, award, decree, or order against Reorganized
Venture, the Debtors or any of the property to be distributed
under the terms of the Plan, other than as permitted above;
- creating, perfecting, or enforcing any Lien or encumbrance
against property of Reorganized Venture, any of the Debtors,
or any property to be distributed under the terms of the Plan;
- asserting any right of setoff, subrogation, or recoupment of
any kind, directly or indirectly, against any obligation due
any Debtor, Reorganized Venture, the Assets or any other
property of the Debtors, Reorganized Venture, or any direct or
indirect transferee of any property of, or successor in
interest to, any of the foregoing Persons; and
- acting or proceeding in any manner, in any place whatsoever,
that does not conform to, or comply with, the provisions of
the Plan.
Except as otherwise specifically provided in the Plan, nothing in the Plan shall
be deemed to waive, limit, or restrict in any way the discharge granted to the
Debtors upon Confirmation of the Plan by Section 1141 of the Bankruptcy Code.
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2. REVESTING
Except as otherwise provided in the Plan or the Confirmation Order, upon the
Effective Date, the Debtors shall continue to exist as the Reorganized Debtors,
with all the powers of corporations or limited liability companies under
applicable law and without prejudice to any right to alter or terminate such
existence (whether by merger or otherwise) under applicable state law, and all
property of the Estates, wherever situated, shall vest in the relevant
Reorganized Debtor, as appropriate, subject to the provisions of the Plan and
the Confirmation Order. Thereafter, Reorganized Venture may operate its
businesses and may use, acquire, and dispose of property free of any
restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Court.
After the Effective Date, all property retained by Reorganized Venture pursuant
to the Plan shall be free and clear of all Claims, debts, Liens, security
interests, encumbrances, and interests, except as contemplated hereby and except
for the obligation to perform according to the Plan, the Contribution Agreement
and the Confirmation Order.
3. RETENTION OF BANKRUPTCY COURT JURISDICTION
Following the Effective Date, the Court shall retain such jurisdiction over the
Case as is legally permissible, including without limitation, such jurisdiction
as is necessary to ensure that the purposes and intent of the Plan are carried
out. The Court shall also expressly retain jurisdiction to hear and determine
all Claims against the Debtors and to enforce all Causes of Action that may
exist on behalf of any Debtor.
In addition, following the Effective Date, the Court shall retain jurisdiction
for the purpose of classification of Claims and Interests, the re-examination of
Claims that have been Allowed, and the determination of such objections as may
be filed to any Claims, including Section 502(c) of the Bankruptcy Code
proceedings for estimation of Claims.
Following the Effective Date, the Court shall further retain jurisdiction for
the following additional purposes:
- to determine all questions and disputes regarding title to the
Assets of the Debtors, all Causes of Action, controversies,
disputes, or conflicts, whether or not subject to any pending
action as of the Effective Date, between any Debtor and any
other party, including, without limitation, the Winget
Actions, the Avoidance Actions, the Extinguished Actions, and
any other right to recover assets pursuant to the provisions
of the Bankruptcy Code;
- to modify the Plan after the Confirmation Date in accordance
with the terms of the Plan and the Contribution Agreement and
pursuant to the Bankruptcy Code and the Bankruptcy Rules;
- to enforce and interpret the terms and conditions of the Plan;
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- to enter such orders, including, but not limited to, such
future injunctions as are necessary to enforce the respective
title, rights, and powers of the Debtors, and to impose such
limitations, restrictions, terms, and conditions on such
title, rights, and powers as the Court may deem necessary;
- to enter an order closing the Case;
- to correct any defect, cure any omission, or reconcile any
inconsistency in the Plan or the Confirmation Order as may be
necessary to implement the purposes and intent of the Plan;
- to determine the allowance of Claims;
- to determine any and all applications for allowances of
compensation and reimbursement of expenses and the
reasonableness of any fees and expenses authorized to be paid
or reimbursed under the Bankruptcy Code or the Plan;
- to determine any applications or motions pending on the
Effective Date for the rejection of any Executory Contract and
to hear and determine, and, if need be, to liquidate any and
all Claims arising therefrom;
- to determine any and all motions, applications, adversary
proceedings, and contested matters that may be pending on the
Effective Date;
- to consider any modification of the Plan, whether or not the
Plan has been substantially consummated, and to remedy any
defect or omission or to reconcile any inconsistency in any
order of the Court, to the extent authorized by the Plan or
the Court;
- to determine all controversies, suits, and disputes that may
arise in connection with the interpretation, enforcement, or
consummation of the Plan;
- to consider and act on the compromise and settlement of any
Claim against or Cause of Action by or against any Debtor
arising under or in connection with the Plan;
- to issue such orders in aid of execution of the Plan as may be
authorized by Section 1142 of the Bankruptcy Code;
- to hear and determine the Warrant Valuation Procedures and any
other matters related to the Creditors' Warrant;
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- to adjudicate any and all disputes relating to the Creditors'
Trust, including, without limitation, the distribution of the
Trust Assets; and
- to determine such other matters or proceedings as may be
provided for under Title 28 or any other title of the United
States Code, the Bankruptcy Code, the Bankruptcy Rules, other
applicable law, the Plan, or in any order or orders of the
Court, including, but not limited to, the Confirmation Order
or any order that may arise in connection with the Plan or the
Confirmation Order.
If the Court abstains from exercising, or declines to exercise, jurisdiction, or
is otherwise without jurisdiction over any matter arising out of this Case,
including the matters set forth in this Article, this Article shall not prohibit
or limit the exercise of jurisdiction by any other court having competent
jurisdiction with respect to such matter.
4. RELEASES
Pursuant to Section 11.05 of the Plan, effective as of the Effective Date, the
Debtors, agree to waive, release, and discharge all of the Debtors'
shareholders, members, directors and officers, employees, agents, managers,
advisors, attorneys or representatives (in their capacity as such and in no
other capacity) from all liability based upon any act or omission related to
post-Petition Date service with, for, or on behalf of the Debtors or their
Affiliates through and including the Effective Date. Subject to a Qualified
Finding, on the Effective Date, the Debtors agree to waive, release, and
discharge the Creditors' Committee and its members, each members' directors,
officers, employees, and agents and the creditors' committee's advisors,
attorneys or representatives (in their capacity as such and in no other
capacity) from all liability based upon any act or omission related to
post-Petition Date service with, for, or on behalf of the Creditors' Committee
through and including the Effective Date. Notwithstanding any provision of the
Plan to the contrary, the foregoing releases shall not apply to (i) any
indebtedness of any Person to any Debtor for money borrowed by such Person, (ii)
any setoff or counterclaim that a Debtor may have or assert against any Person,
provided that the aggregate amount thereof shall not exceed the aggregate amount
of any Claims held or asserted by such Person against such Debtor, and (iii) any
garnishments. Notwithstanding any provision of the Plan to the contrary, the
releases contained in Section 11.05 of the Plan shall not be construed as or
operate as a release of avoidance actions or a release of, or limitation on
objections to, Claims.
D. EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Upon Confirmation and subject to the occurrence of the Effective Date, all
Executory Contracts (including all insurance contracts providing coverage to the
Debtors' directors, officers, shareholders, agents, employees, representatives,
and others for conduct in connection with the Debtors (to the extent such
policies are Executory Contracts)) will be deemed assumed by the relevant Debtor
and retained by Venture Delaware or such other Debtor, as appropriate, effective
as of the Confirmation Date and in accordance with the
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provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code,
except those Executory Contracts that (i) have been rejected by order of the
Court, (ii) are the subject of a motion to reject pending on the Confirmation
Date which is later granted by the Court, or (iii) which are identified on
Exhibit I to the Plan, which shall be deemed rejected as of the Confirmation
Date.
Entry of the Confirmation Order by the Bankruptcy Court shall constitute
approval of such assumptions pursuant to Sections 365(a) and 1123 of the
Bankruptcy Code, subject to the occurrence of the Effective Date. Each Executory
Contract assumed pursuant to Article 9 of the Plan shall revest in and be fully
enforceable by Venture Delaware or the relevant Reorganized Debtor, as
appropriate, in accordance with its terms, except as may be modified by (i) the
provisions of the Plan, (ii) any order of the Bankruptcy Court approving and
authorizing its assumption, (iii) applicable federal law, or (iv) agreement of
the parties to such Executory Contracts.
Any monetary defaults under any Executory Contract to be assumed pursuant to the
Plan shall be satisfied, pursuant to Section 365(b)(1) of the Bankruptcy Code,
by the relevant Debtor, by payment of the default amount (as such amount has
been agreed upon by Venture Delaware and the contract party), or in the event of
a dispute regarding such default amount, as such amount has been determined by a
Final Order of the Bankruptcy Court) in cash on or before thirty (30) days after
the Effective Date or on such other terms as the parties to such Executory
Contracts may otherwise agree.
Notwithstanding the foregoing, in the event of a dispute regarding: (1) the
amount of any cure payments, (2) the ability of Venture Delaware, the relevant
Debtor or any assignee to provide "adequate assurance of future performance"
(within the meaning of Section 365 of the Bankruptcy Code) under the contract or
lease to be assumed, or (3) any other matter pertaining to assumption, the cure
payments required by Section 365(b)(1) of the Bankruptcy Code shall be made
following the entry of a Final Order resolving the dispute and approving the
assumption.
The relevant Debtor shall provide notice to any non-Debtor party to any
Executory Contract to be assumed pursuant to the Plan of the amount of any
default amount owed under the applicable Executory Contract on or before 30 days
after the date of entry of the Confirmation Order. Any non-Debtor party that
fails to respond or object within fifteen (15) days after the date of such
notice of proposed default amount owed shall be deemed to have consented to such
proposed amount.
Each Person who is a party to an Executory Contract with a Debtor rejected
pursuant to Article 9 of the Plan shall be entitled to file, not later than
thirty (30) days after the Confirmation Date, a Proof of Claim for alleged
Rejection Claims. If no such Proof of Claim for Rejection Claims is timely
filed, any such Claim shall be forever barred and shall not be enforceable
against Reorganized Venture, the Trustee, any Debtor or the Estates. The
Bankruptcy Court shall retain jurisdiction to determine any objections to
Rejection Claims. Except as otherwise provided under the Plan, Rejection Claims
against any Debtor shall be treated as Allowed General Unsecured Claims against
such Debtor to
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the extent they are treated as Allowed Claims, and shall be satisfied in
accordance with the Plan and the Confirmation Order.
E. DISTRIBUTIONS
The Disbursing Agent, who shall be appointed by the Debtors, the Creditors'
Committee and the Steering Committee, will make all Distributions required under
the Plan except with respect to (i) the Creditors' Trust which shall be made by
the Trustee and (ii) the Claims of the Pre-Petition Lenders, which Distributions
shall be made by the Disbursing Agent to the Pre-Petition Agent. Distributions
shall be made at the times provided in the Plan or as otherwise ordered by the
Court. Notwithstanding anything herein to the contrary, the Trustee shall not
distribute the Creditors' Warrant or any Common Membership Interests obtained
upon exercise of the Creditors' Warrant absent consent of Venture Delaware,
Winget and the holders of the Preferred Membership Interests, which consent,
subject to a Qualified Finding, shall not be unreasonably withheld, or, subject
to a Qualified Finding, by a court of competent jurisdiction.
Unless otherwise specifically provided for in the Plan, Confirmation Order or
the DIP Facility, post-petition interest shall not accrue or be paid on Claims
or Interests, and no Holder of any Claim or Interest shall be entitled to
interest accruing on or after the Petition Date.
The Reorganized Debtors will retain responsibility for administering, disputing,
objecting to, compromising or otherwise resolving, subject to Bankruptcy Court
approval, all Claims against the Debtor. Unless otherwise extended by the
Bankruptcy Court, any objections to Claims shall be served and filed on or
before the Claims Objection Deadline.
Distributions to Holders of Allowed Claims shall be made by the Disbursing Agent
or the Trustee (a) at the addresses set forth on the proofs of claim filed by
such Holders (or at the last known addresses of such Holders if no proof of
claim is filed or if the Debtors have been notified in writing of a change of
address), (b) at the addresses set forth in any written notices of address
changes delivered to the Disbursing Agent or Trustee after the date of any
related proof of claim, or (c) at the addresses reflected in the Schedules if no
proof of claim has been filed and the Disbursing Agent or Trustee, as
applicable, has not received a written notice of a change of address.
If any Creditor's distribution is returned as undeliverable, no further
distribution to such Creditor shall be made unless and until the Disbursing
Agent or Trustee, as applicable, is notified of such Creditor's then-current
address, at which time all missed distributions shall be made to such Creditor
without interest. Any undeliverable Cash (including dividends or other
distributions on account of undeliverable Membership Interests) will be held in
a segregated bank account in the name of the Disbursing Agent or Trustee, as
applicable, for the benefit of the potential claimants of such funds. The
Disbursing Agent holding undeliverable Cash will invest such Cash in a manner
consistent with Reorganized Venture's investment and deposit guidelines. An
undeliverable Common
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Membership Interest will be allocated to the reserve created pursuant to Section
8.05 of the Plan for the benefit of the potential claimants of such securities.
Prior to closing of the Chapter 11 Case, on each anniversary of the Effective
Date that undeliverable distributions are being held on behalf of holders of
Claims, the Disbursing Agent or Trustee, as applicable, will file with the
Bankruptcy Court a list identifying all such holders. Promptly after the last
day of each fiscal quarter, the Disbursing Agent or Trustee will make all
distributions that become deliverable to holders of Allowed Claims during the
preceding calendar quarter. Each such distribution will include, to the extent
applicable, a Pro Rata share of dividends or other distributions, if any (in
each case, net of applicable taxes, if any, payable by the Trustee in respect
thereof), that were previously paid by the Trustee in respect of any Membership
Interests included in such distribution. Any holder of an Allowed Claim that
does not assert a claim pursuant to the Plan for an undeliverable distribution
to be made by the Disbursing Agent or the Trustee, as applicable, within two
years after the Effective Date will have its claim for such undeliverable
distribution discharged and will be forever barred from asserting any such claim
against the Debtors, Reorganized Venture, the Disbursing Agent, the Creditors'
Trust, the Trustee or their property. In such cases with respect to Allowed
Class 5 Claims (i) Common Membership Interests and Cash will be retained for
redistribution to holders of Allowed Class 5 Claims, and (ii) for purposes of
this redistribution, each Allowed Claim for which such distributions are
undeliverable will be deemed disallowed in its entirety. In such cases with
respect to Allowed Claims in any other Class, unclaimed Cash will become
property of Reorganized Venture, free of any restrictions thereon. Nothing
contained in the Plan will require any Debtor or Disbursing Agent or Trustee to
attempt to locate any holder of an Allowed Claim.
Any cash payment to be made by the Disbursing Agent or the Trustee pursuant to
the Plan may be made by a check or wire transfer on a United States bank
selected by the Disbursing Agent or the Trustee; provided, however, that
payments made to foreign Holders of Allowed Claims may be paid, at the option of
the Disbursing Agent or the Trustee, in such funds and by such means as are
necessary or customary in a particular foreign jurisdiction.
On the Effective Date, except as otherwise provided in the Plan, the Old Notes
shall be deemed extinguished, cancelled and of no further force or effect, and
the obligations of the Debtors thereunder shall be discharged, in each case
without any further act or action under any applicable agreement, law,
regulation, order or rule and without any further action on the part of the
Bankruptcy Court or any Person.
From and after the Effective Date, the Disbursing Agent, the Trustee,
Reorganized Venture may apply to the Bankruptcy Court for an order directing any
necessary party to execute or deliver or to join in the execution or delivery of
any instrument required to effect a transfer of property dealt with by the Plan,
and to perform any other act, including the satisfaction of any Lien, that is
necessary for the consummation of the Plan, pursuant to Section 1142(b) of the
Bankruptcy Code.
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The Reorganized Debtors, the Disbursing Agent or the Trustee may, pursuant to
Section 553 of the Bankruptcy Code, set off against any Allowed Claim and the
distributions to be made pursuant to the Plan on account of such Claim, all
claims, rights, and causes of action of any nature that any such Debtor may hold
against the Holder of such Allowed Claim that are not otherwise waived,
released, or compromised in accordance with the Plan; provided, however, that
neither the failure to effect such a setoff nor the allowance of any Claim under
the Plan shall constitute a waiver or release by such Debtor of any such claims,
rights, and causes of action that the Debtor may possess against such Holder.
Pursuant to Section 1146(c) of the Bankruptcy Code, any transfers from the
Debtors to Reorganized Venture, the Creditors' Trust or any other Person or
entity pursuant to the Plan in the United States shall not be subject to any
document recording tax, stamp tax, conveyance fee, intangibles or similar tax,
mortgage tax, real estate transfer tax, mortgage recording tax or other similar
tax or governmental assessment. The Confirmation Order shall direct the
appropriate state or local governmental officials or agents to forego the
collection of any such tax or governmental assessment and to accept for filing
and recordation any of the foregoing instruments or other documents without the
payment of any such tax or governmental assessment.
No fractional shares or amounts of Common Membership Interests or Preferred
Membership Interests will be issued or distributed under the Plan. Each Person
entitled to receive Common Membership Interests or Preferred Membership
Interests will receive the total whole number of Common Membership Interests or
Preferred Membership Interests to which such Person is entitled. Whenever any
distributions to a Person would otherwise call for distribution of a fraction of
a Common Membership Interest or Preferred Membership Interest, the actual
distribution of such security will be rounded to the next higher or lower whole
number with fractions of less than or equal to one-half (1/2) being rounded to
the next lower whole number. No consideration will be provided in lieu of
fractional new securities that are rounded down. The total number of new
securities to be distributed to each Class of Claims will be adjusted as
necessary to account for the rounding provided herein. Any other provision of
the Plan notwithstanding, neither the Debtors, the Disbursing Agent nor the
Servicer will be required to make distributions or payments of fractions of
dollars. Whenever any payment of a fraction of one dollar under the Plan would
otherwise be called for, the actual payment made will reflect a rounding of such
fraction to the nearest whole dollar (up or down), with one-half (1/2) dollars
being rounded down.
No distributions will be made with respect to all or any portion of a Disputed
Claim unless and until all objections to such Disputed Claim have been settled
or withdrawn or have been determined by a Final Order, and the Disputed Claim
has become an Allowed Claim. The Disbursing Agent, after consultation with
Reorganized Venture, or the Trustee, after consultation with the Oversight
Committee, will create a reserve from the property to be distributed by them
under the Plan. Payments and distributions from any reserve created under
Section 8.05(b) of the Plan to a Creditor on account of a Disputed Claim, to the
extent that it ultimately becomes an Allowed Claim, will be made in accordance
with provisions of the Plan that govern distributions to such Creditor.
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F. WORKERS' COMPENSATION OBLIGATIONS
The Debtors maintain workers' compensation programs in all states in which they
operate pursuant to the applicable requirements of local law and provide
employees with workers' compensation coverage for claims arising from or related
to their employment with the Debtors.
The Debtors' plants in Michigan are self-insured and are registered with the
state of Michigan, Department of Consumer and Industry Services (the "Michigan
Workers' Compensation Programs"). In support of the Michigan Workers'
Compensation Programs, the Debtors obtained, and there are currently
outstanding, letters of credit, in the aggregate amount of $750,000, issued by
the Pre-Petition Agent, payable to the State of Michigan, Department of Consumer
and Industry Services. Upon the Effective Date, the Reorganized Debtors intend
to continue the Michigan Workers' Compensation Programs upon approval by the
Michigan Bureau of Workers & Unemployment Compensation. Nothing in the Plan
shall be deemed to discharge, release, or relieve the Debtors or Reorganized
Debtors from any current or future liability with respect to any of its/their
obligations under the Michigan Workers' Compensation Program. The Reorganized
Debtors shall be responsible for all valid claims for benefits and liabilities
under the Michigan Workers' Compensation Program regardless of when the
applicable injuries occurred. All obligations under the Michigan Workers'
Compensation Program shall be paid in accordance with the terms and conditions
of Michigan Workers' Compensation Program and the Michigan Workers' Disability
Compensation Act and all other applicable laws.
The Debtors' outstanding obligations relating to workers' compensation also
arise from incurred but not paid claims and incurred but not reported ("IBNR")
claims. The Debtors estimate their IBNR through past IBNR claims and past
experience. As of April 30, 2004, approximately 94 workers' compensation claims
were pending against the Debtors arising out of employees' alleged on-the-job
injuries. The Debtors estimate that the aggregate amount payable on account of
IBNR claims arising prior to April 30, 2004 is approximately $3.3 million. The
Debtors expect that cash payments related to workers' compensation claims for
the twelve months after the Effective Date will be approximately $2,750,000.
G. PENSION OBLIGATIONS
The Pension Benefit Guaranty Corporation ("PBGC") is the United States
government agency that administers the mandatory termination insurance program
for defined benefit Pension Plans under Title IV of the Employee Retirement
Income Security Act ("ERISA"), 29 U.S.C. Sections 1301-1461 (2000). A defined
benefit pension plan is one that provides an employee, upon retirement, a fixed,
periodic payment as determined by the terms of the plan. See 29 U.S.C. Section
1002(35). The PBGC guarantees the payment of certain pension benefits upon
termination of a defined benefit pension plan. See 29 U.S.C. Sections 1321,
1322.
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The Debtors established and maintain the Pension Plans known as the Pension Plan
of Hourly Rate Employees of Bailey Manufacturing Corporation (the "Seabrook
Plan") and the Bailey Corporation Lancaster Hourly Employees' Retirement Plan
(the "Lancaster Plan" and together with the Seabrook Plan, the "Pension Plans")
for certain of its employees. The Pension Plans are covered by Title IV of
ERISA. The Debtors and all members of the controlled group are obligated to
contribute to the Pension Plans the amounts necessary to satisfy ERISA's minimum
funding standards, 29 U.S.C. Section 1082; 26 U.S.C. Section 412. In addition,
in the event of a termination of the Pension Plans, the Debtors and all members
of the controlled group may be jointly and severally liable for the unfunded
benefit liabilities of the Pension Plans. See 29 U.S.C. Section 1362(a). The
Pension Plans may be terminated only if the statutory requirements are met. See
29 U.S.C. Sections. 1341, 1342.
The Debtors intend to continue as either the contributing sponsor or controlled
group member to fund the Pension Plans in accordance with the minimum funding
standards under ERISA, pay all required PBGC insurance premiums, and comply with
all applicable requirements of the Pension Plans and ERISA. In addition, the
Debtors' reorganization proceedings will not in any way discharge, release or
relieve the Debtors, or any other party, in any capacity, from any liability
with respect to the Pension Plans under any law, governmental policy or
regulatory provision. PBGC and the Pension Plans are not enjoined or precluded
from enforcing such liability as a result of any of the provisions of the Plan
or the Plan's Confirmation.
As of the date of this Disclosure Statement, for the plan years ending in 203,
the Debtors' minimum funding contributions under the Lancaster Plan are $470,000
due on June 15, 2004 and under the Seabrook Plan, $900,000 due on September 15,
2004. For the plan years ending in 2004, the Debtors are obligated to make
quarterly minimum funding contributions under the Lancaster Plan in the amount
of $118,000 on January 15, 2004, April 15, 2004, July 15, 2004 and October 15,
2004. Under the Seabrook Plan, the Debtors are obligated to make quarterly
minimum funding contributions in the amount of $303,000 on April 15, 2004, July
15, 2004, October 15, 2004 and January 15, 2005. The Debtors anticipate that
they will satisfy such obligations with the proceeds from the Exit Financing
Facility.
H. MODIFICATION OF CERTAIN PROVISIONS OF COLLECTIVE BARGAINING AGREEMENTS
The Debtors are parties to four collective bargaining agreements with unions at
plants located in Seabrook, New Hampshire ("Seabrook"), Lancaster, Ohio
("Lancaster"), Grand Blanc, Michigan and Conneault, Ohio (collectively, the
"CBAs" and each a "CBA"). As of the date of this Disclosure Statement, the
Debtors only seek modifications to the CBAs in effect at Seabrook and Lancaster.
First, with respect to Seabrook, after certain preliminary negotiations with the
UAW, on May 12, 2004, the Debtors submitted to the UAW a proposal pursuant to
Section 1113(b) of the Bankruptcy Code to modify the Seabrook CBA (the "1113(b)
Proposal"). The Debtors met with the UAW in late April to begin talks regarding
the effects of the
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transfer of certain work from Seabrook to another facility. Since that time, the
Debtors have responded to two information requests submitted by the UAW
regarding the same. The Debtors have also presented the UAW with a
confidentiality agreement that will enable the Debtors to provide financial and
other pertinent information to the UAW.
On May 13, 2004, the Debtors met with the UAW to discuss in more detail the
Section 1113(b) Proposal. The Debtors will continue to provide the UAW with
complete and reliable information to support the 1113(b) Proposal.
With respect to Lancaster, the Debtors have reached an agreement with the union
in connection with the consensual termination of the Lancaster CBA. Because this
resolution contemplates payments to Lancaster employees that might be considered
to be outside the ordinary course of business, the Debtors will seek approval
from the agent for the DIP Facility Lenders to make such payments and file a
motion for approval of such payments, if necessary.
X. CERTAIN FACTORS TO BE CONSIDERED
Holders of Impaired Claims should carefully consider the following factors
before deciding whether to vote to accept or to reject the Plan. Further, the
New Venture Securities to be issued pursuant to the Plan are subject to a number
of material risks.
A. DISRUPTION OF OPERATIONS RELATING TO BANKRUPTCY FILING
The Debtors' commencement of the Case may adversely affect the Debtors'
relationship with their customers, suppliers or employees and operating results,
including with respect to awards of new business which are made several years in
advance of a platform being launched. Weakened operating results could adversely
affect the Debtors' ability to obtain Confirmation of the Plan or to avoid
financial difficulties after consummation of the Plan. The Debtors anticipate,
however, that they will have sufficient cash, including borrowings under the DIP
Facility, to service the obligations during the period prior to and through the
consummation of the Plan.
B. CERTAIN RISKS OF NON-CONFIRMATION
Even if the requisite acceptances are received, there can be no assurance that
the Bankruptcy Court, which sits as a court of equity with substantial
discretion, will confirm the Plan. A non-accepting Creditor of the Debtors might
challenge the adequacy of the disclosure or the balloting procedures and results
as not being in compliance with the Bankruptcy Code. Even if the Bankruptcy
Court were to determine that the disclosure and the balloting procedures and
results were appropriate, the Bankruptcy Court could still decline to confirm
the Plan if it were to find that any statutory conditions to Confirmation had
not been met. Section 1129 of the Bankruptcy Code sets forth the requirements
for Confirmation and requires, among other things, a finding by the Bankruptcy
Court that the Confirmation of the Plan is not likely to be followed by a
liquidation or a need for further financial reorganization and that the value of
Distributions to non-accepting Creditors will not be less than the value of
Distributions
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such Creditors would receive if the Debtors were liquidated under Chapter 7 of
the Bankruptcy Code. SEE SECTION XI - "FEASIBILITY OF THE PLAN AND THE BEST
INTERESTS OF CREDITORS TEST - Chapter 7 Liquidation Analysis." There can be no
assurance that the Bankruptcy Court will conclude that these requirements have
been met, but the Debtors believe that the Bankruptcy Court should find that the
Plan will not be followed by a need for further financial reorganization and
that non-accepting Creditors will receive Distributions at least as great as
would be received following a liquidation pursuant to Chapter 7 of the
Bankruptcy Code. SEE SECTION XII -"SOLICITATION OF THE PLAN."
Additionally, even if the required acceptances of Classes are received, the
Bankruptcy Court might find that the solicitation did not comply with the
solicitation requirements made applicable by Section 1125(b) of the Bankruptcy
Code and Bankruptcy Rule 3018(a). In such an event, the Debtors may seek to
resolicit acceptances, but Confirmation of the Plan could be substantially
delayed and possibly jeopardized. However, the Debtors believe that their
solicitation of acceptances of the Plan complies with the requirements of
Section 1125(b) of the Bankruptcy Code and Bankruptcy Rule 3018(a), that duly
executed ballots will be in compliance with applicable provisions of the
Bankruptcy Code and the Bankruptcy Rules, and that, if sufficient acceptances
are received, the Plan should be confirmed by the Bankruptcy Court.
The consummation of the Plan also is subject to certain conditions. SEE SECTION
VIII - "SUMMARY OF THE PLAN." If the Plan were not to be confirmed, it is
unclear whether a reorganization could be implemented and what Holders of Claims
and Equity Interests would ultimately receive with respect to their Claims and
Equity Interests. If an alternative reorganization could not be agreed to, it is
possible that the Debtors would have to liquidate their assets, in which case
Holders of Claims and Equity Interests would very likely receive less than they
would have received pursuant to the Plan.
C. PEGUFORM TRANSACTION MAY RESULT IN MINIMAL CASH PROCEEDS
There can be no assurance that the Debtors will derive any proceeds from the
German Insolvency Proceedings. The German Administrator presently intends to
sell the German Subsidiaries. Under German law, the German Administrator will
apply sale proceeds from the German Subsidiaries first to pay the debts and
obligations of the German Administrator incurred since May 28, 2002, then to pay
all debts and obligations of the German Subsidiaries that existed at that date.
Excess proceeds would be paid over to the Debtors after all debts and
obligations of the German Subsidiaries are paid. It is possible that certain of
such obligations may be assumed by the buyer rather than paid out of sale
proceeds.
Venture's management does not know whether excess proceeds will be available
from the sale of the German Subsidiaries. The value of the German Subsidiaries
is not within the control of the Debtors because the sale process for the German
Subsidiaries will be conducted by the German Administrator in accordance with
German law.
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D. PARTIES IN INTEREST MAY OBJECT TO THE DEBTORS' CLASSIFICATION OF CLAIMS
Section 1122 of the Bankruptcy Code provides that a plan of reorganization may
place a Claim or an Interest in a particular Class only if such Claim or
Interest is substantially similar to the other Claims or Interests of such
Class. The Debtors believe that the classification of Claims and Interests under
the Plan complies with the requirements set forth in the Bankruptcy Code.
However, the Debtors cannot assure you that the Bankruptcy Court will reach the
same conclusion.
E. LACK OF LIQUIDITY NECESSARY TO OPERATE THE DEBTORS' BUSINESSES PENDING
CONFIRMATION OF THE PLAN
The Debtors believe that if the Court approves the Senior DIP Motion at the
hearing on such motion (currently scheduled for June 3, 2004), the Debtors will
have liquidity sufficient to allow the Debtors to operate their businesses
pending confirmation of the Plan. There can be no assurance, however, that the
Court will approve the Senior DIP Motion.
F. INHERENT UNCERTAINTY OF THE REORGANIZED DEBTORS' FINANCIAL PROJECTIONS
The assumptions and estimates underlying the Projections set forth in Exhibit H
attached to this Disclosure Statement are inherently uncertain and, though
considered reasonable by management as of the date hereof are subject to a wide
variety of significant business, economic, competitive and political risks and
uncertainties. The Projections are not necessarily indicative of the future
financial position or results of operations of the Debtors, which may vary
significantly from those set forth in the Projections. Consequently, the
Projections contained herein should not be regarded as a representation by the
Debtors or any of their affiliates, advisors or any other person that the
projected financial position or results of operations can or will be achieved.
G. LACK OF TRADING MARKET
Each of the New Venture Securities is a new issue of securities with no
established trading market or prior trading history. There can be no assurance
regarding the future development of a market for any of the New Venture
Securities, the ability of holders thereof to sell any of their New Venture
Securities or the price for which such holders may be able to sell their New
Venture Securities. If a market were to develop, the New Venture Securities
could trade at prices lower than the estimated value set forth in this
Disclosure Statement. The trading prices of such securities will depend on many
factors, including factors beyond the Reorganized Debtors' control. Furthermore,
the liquidity of, and trading market for, the New Venture Securities may be
adversely affected by price declines and volatility in the market for similar
securities, as well as by any changes in the Reorganized Debtors' financial
condition or results of operations.
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H. LEVERAGE AND DEBT SERVICE
As of the Effective Date, on a pro forma basis after giving effect to the Plan,
the Reorganized Debtors would have an aggregate net indebtedness of $245.0
million, excluding amounts funded under the Exit Financing Facility and capital
Leases on the Effective Date. This represents a substantial decrease in debt as
compared to existing debt prior to execution of the Plan. However, the Debtors
would continue to be highly leveraged upon consummation of the Plan.
The Reorganized Debtors' capital structure and debt instruments upon
implementation of the Plan will have certain characteristics that could impact
the Debtors' ongoing operations due to: (i) restrictions placed on the Debtors'
ability to obtain additional financing which may be required to fund working
capital and capital expenditures, particularly with respect to new business
awards; (ii) the need to dedicate significant cash flows to ongoing debt service
requirements; and (iii) conditions that may impact the Debtors' ability to
refinance its Exit Financing Facility based upon the potential for Preferred
Membership Interests issued under the Plan to be redeemed.
I. UNITED STATES FEDERAL INCOME TAX RAMIFICATIONS IF THE PLAN IS CONFIRMED
The following discussion summarizes some of the more significant federal income
tax consequences of the Plan to the Debtors and certain Holders of Claims. The
analysis contained herein is based on the Internal Revenue Code of 1986, as
amended (the "Code," to which section references herein are made unless
otherwise indicated), final and proposed Treasury regulations thereunder (the
"Regulations"), published administrative rulings and pronouncements of the
Internal Revenue Service ("IRS"), judicial decisions, and other authorities, all
as of the date hereof. Legislative, judicial, or administrative changes or
interpretations hereafter enacted, promulgated, or made could alter or modify
the analysis or conclusions set forth below. Any such changes or interpretations
may be retroactive and could affect significantly the federal income tax
consequences described below. This summary does not address the federal income
tax consequences of the Plan, and special tax considerations not discussed
herein may apply, to special classes of taxpayers, such as foreign companies,
nonresident alien individuals, S corporations, banks, financial institutions,
broker-dealers, dealers or traders in securities who are subject to
mark-to-market taxation, mutual funds, small business investment companies,
regulated investment companies, insurance companies, tax-exempt organizations,
and persons holding Claims as part of a hedging or conversion transaction or
straddle or other integrated transaction. In addition, this discussion does not
address federal alternative minimum tax consequences, any aspect of state, local
or foreign taxation, or any estate or gift tax consequences of the Plan.
The following discussion assumes that the Plan will be implemented as described
herein, and does not address the tax consequences of a sale of the Debtors'
assets if the Plan is not carried out. This discussion assumes that the various
debt and other arrangements to which the Debtors are parties and any
distributions and allocations provided for under the Plan will be respected for
federal income tax purposes in accordance with their form or as
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described below. In some instances, a Debtor's tax treatment of an obligation
will be binding on a Holder for federal income tax purposes unless the Holder
specifically discloses its different treatment on its federal income tax return.
Except where otherwise indicated, the following discussion does not address the
tax consequences of the Settlement. Each Holder of a Claim or Equity Interest
must consult with its own tax advisor regarding the federal, state, local, and
foreign income and other tax consequences of the Settlement.
THE TAX CONSEQUENCES TO HOLDERS OF CLAIMS MAY VARY BASED UPON THE INDIVIDUAL
CIRCUMSTANCES OF EACH HOLDER. MOREOVER, THE TAX CONSEQUENCES OF THE PLAN ARE
COMPLEX, AND SUBJECT TO SIGNIFICANT UNCERTAINTIES DUE TO THE LACK OF APPLICABLE
LEGAL PRECEDENT AND THE POSSIBILITY OF CHANGES IN THE LAW. NO RULING HAS BEEN
APPLIED FOR OR RECEIVED FROM THE IRS WITH RESPECT TO ANY OF THE TAX ASPECTS OF
THE PLAN AND NO OPINION OF COUNSEL HAS BEEN REQUESTED OR RECEIVED BY THE DEBTORS
WITH RESPECT THERETO. THIS DISCUSSION DOES NOT CONSTITUTE TAX ADVICE OR A TAX
OPINION CONCERNING THE MATTERS DESCRIBED. THERE CAN BE NO ASSURANCE THAT THE IRS
WILL NOT CHALLENGE ANY OR ALL OF THE TAX CONSEQUENCES DESCRIBED HEREIN, OR THAT
SUCH A CHALLENGE, IF ASSERTED, WOULD NOT BE SUSTAINED. EACH HOLDER OF A CLAIM OR
EQUITY INTEREST IS STRONGLY URGED TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING
THE FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAX CONSEQUENCES OF HOLDING CLAIMS
OR INTERESTS AND OF THE PLAN.
1. CLASSIFICATION OF ENTITIES
Venture has elected to change its classification from a disregarded entity to a
C corporation for federal income tax purposes. As a result of the classification
election, subsidiaries of Venture that previously qualified as S corporations no
longer qualify as such and are instead now treated as C corporations. Venture
files consolidated federal income tax returns that include its subsidiaries. In
addition, Venture's election to be classified as a C corporation may have caused
a deemed taxable exchange of Venture's outstanding debt.
Venture Delaware will not elect to be classified as a C corporation, and so is
expected to be classified as a partnership for federal income tax purposes.
2. BAD-DEBT DEDUCTIONS
Subject to certain limitations, section 166 and the regulations thereunder allow
a deduction for a debt which becomes worthless, or in some cases partially
worthless, during the year. However, no deduction is allowed under section 166
for a debt evidenced by a security as defined in section 165(g)(2)(C). Instead,
section 165(g) provides that if a security which is a capital asset becomes
worthless during a year, the
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loss resulting therefrom is treated as a loss from the sale or exchange, on the
last day of the taxable year, of a capital asset. For this purpose, the term
security is defined in section 165(g)(2)(C) as a bond, debenture, note, or
certificate, or other evidence of indebtedness, issued by a corporation, with
interest coupons or in registered form.
As noted, Venture has elected to be classified as a C corporation. As a result,
the Class 2 and Class 3 Claims and the Old Notes may now be securities under
section 165(g)(2)(C), such that section 165(g) would govern any worthlessness
deduction in the case of some Holders, and likely would not permit any deduction
if the securities are not completely worthless. Holders are urged to consult
their own tax advisors regarding the availability and timing of any bad debt
deductions under section 166.
3. TRANSFER OF WINGET ASSETS TO VENTURE DELAWARE
In general, under section 721, Winget and the Transferring Winget Entities (each
a "Transferor") should recognize no gain or loss on the transfer of the
Transferred Winget Entities, Venture, and the Transferred Assets in exchange for
Common Membership Interests in Venture Delaware. However, a Transferor could
recognize gain due to the assumption of its liabilities by Venture Delaware, as
provided in sections 707(a)(2)(B), 752 and 731 and the Regulations thereunder,
depending on when and the circumstances under which the liabilities were
incurred and other factors. A Transferor's tax basis in its Venture Delaware
Common Membership Interest should equal its tax basis in the properties it
transfers to Venture Delaware, properly adjusted to include both its liabilities
that Venture Delaware assumes and its share of Venture Delaware's liabilities,
and to exclude the basis in any portion of Winget Assets deemed sold to Venture
Delaware under section 707(a)(2)(B).
Venture Delaware will not recognize gain or loss on the issuance of the Common
Membership Interests and assumption of liabilities in exchange for the Winget
Assets received from the Transferors. Venture Delaware's tax basis in assets
contributed by a Transferor should equal the tax basis that such Transferor had
in such assets. Venture Delaware would take a cost basis in assets deemed
purchased under section 707(a)(2)(B). Items of income, gain, loss, and deduction
of Venture Delaware with respect to assets contributed by a Transferor to
Venture Delaware will generally be allocated to the Transferor of such asset
under section 704(c) to the extent attributable to a variation between the tax
basis and fair market value of the asset at the time of contribution.
4. CLASS 2 AND CLASS 3 CLAIMS
Subject to the discussion in part 6 below, for federal income tax purposes, it
is assumed that in the Reorganization the Holders of Class 2 and Class 3 Claims
("Senior Lenders") will be deemed to transfer their Claims in part to Venture in
exchange for cash and the Bank Priority Senior Notes, Securities Fee Notes,
Excess Interest Notes, Bank Senior Notes and Bank Junior Notes (the "New Notes")
and in part to Venture Delaware in exchange for Preferred Membership Interests.
Immediately thereafter, the Senior Lenders will be deemed to transfer the New
Notes and Preferred Membership interests to
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the Lender Trust, and Venture Delaware will be deemed to cancel the Claims it
received as a contribution to the capital of Venture.
The Lender Trust is structured to qualify as a "liquidating trust" that will be
treated as a grantor trust under Regulations Section 301.7701-4(d) for federal
income tax purposes. Under this treatment, each Senior Lender will be treated as
a grantor of the Lender Trust and owner of its pro rata share of the Senior
Securities and other assets held by the Lender Trust, and will be required to
include its pro rata share of all income, gain, loss and deduction of the Lender
Trust on its tax return, and will include income or gain, if any, whether or not
the Lender Trust makes any distributions. The deemed transfer of assets by the
Senior Lenders into the Lender Trust will not result in the recognition of gain
or loss for federal income tax purposes. The trustee of the Lender Trust will
file federal income tax returns for the Lender Trust as a grantor trust, and the
trustee and the Senior Lenders must use consistent valuations of the Senior
Securities and other assets held by the Lender Trust for all federal income tax
purposes.
Assuming the Plan's designation of part of the cash as payments of accrued
interest and fees is respected for federal income tax purposes, such payments
should be taxable to the Holder as ordinary interest or fee income (if not
previously included in the holder's gross income). Unless otherwise indicated,
the following discussion relates only to the principal portion of the Class 2
and Class 3 Claims.
A Senior Lender should be treated as selling a portion of its Claim to Venture
for the cash and the New Notes and the New Notes received (the "Sale Portion"),
acting other than in its capacity as a member of a partnership under Section
707(a)(2)(B) and the Regulations thereunder. A Senior Lender should be treated
as contributing the remainder of its Claim (the "Contribution Portion") to
Venture Delaware in exchange for the Venture Delaware Preferred Membership
Interest received. While not free from doubt, the Sale Portion of the Claim is
likely to be such portion of the Claim as has a fair market value equal to the
sum of the cash and the issue price of New Notes received. The remainder of the
Claim would be the Contributed Portion. The Senior Lender's tax basis in and the
principal and adjusted issue price of the Claim should thus be allocated between
the Sale Portion and the Contributed Portion in proportion to the relative fair
market value of each Portion.
Under the foregoing treatment, the Senior Lender will recognize gain or loss on
the Sale Portion of its Claim equal to the difference between its tax basis
allocated to the Sale Portion and the sum of the cash and the issue price of New
Notes received therefor, and will generally take a tax basis in the New Notes
equal to their issue price. However, a Senior Lender may be entitled to report
gain on the Sale Portion of its claim under the installment method, provided the
Senior Lender is not a dealer with respect to such property, is not related to
Venture Delaware within the meaning of section 453(f), the Claim is not an item
of inventory of the Senior Lender, and the Claim is not a security traded on an
established securities market or, to the extent provided in Regulations (which
have not been promulgated), other property of a kind regularly traded on an
established market. Under section 453A, a Senior Lender who reports gain on the
installment method may be required to pay an interest charge to the IRS on all
or a
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portion of the deferred tax liability, and/or to treat any proceeds of a loan
secured by the New Notes as payments on the New Notes. Senior Lenders
considering using the installment method with respect to consideration received
for the Sale Portion of their Claims should consult their tax advisor.
The issue price of the New Notes will depend on whether the Claims or the New
Notes are traded on an "established securities market" at any time during the
60-day period ending 30 days after the Effective Date. Regulations define
"established securities market" to include a system of general circulation
(including a computer listing disseminated to subscribing brokers, dealers, or
traders) that provides a reasonable basis to determine fair market value by
disseminating either recent price quotations or actual prices of recent sales
transactions. If any class of New Notes is traded on an established securities
market within the period described above, the issue price of such New Notes will
be their fair market value as of the first date on which a substantial amount of
the traded New Notes are issued. If a class of New Notes is not so traded on an
established securities market, but a substantial amount of such New Notes is
issued for Claims that are traded on an established securities market within the
period described above, then the issue price of such New Notes will be the fair
market value of the traded Claims as of the Effective Date. In any other case,
the issue price of the New Notes will be their stated principal amount (assuming
the stated interest rate on the New Notes is at least equal to the applicable
Federal rate under Section 1274 of the Code).
Stated interest with respect to a New Note to the extent constituting "qualified
stated interest," will be includible in a Senior Lender's income in accordance
with such method of accounting. Whether interest on the New Notes will
constitute "qualified stated interest" will depend on the final terms of the New
Notes. However, to the extent interest on the New Notes is not required to be
paid in cash at least annually (e.g., the New Notes contain "PIK" features),
such interest generally will not constitute qualified stated interest and will
be treated as "original issue discount." In addition, if the issue price of a
New Note is less than its stated principal amount (by more than a de minimis
amount), then the difference will also be "original issue discount" original
issue discount is generally includible in a Senior Lender's income over the term
of the New Note (or the period it is held by the Senior Lender) on a constant
yield basis, in advance of the receipt of cash. Senior Lenders are advised to
consult with their own tax advisors regarding the possible application of the
original issue discount rules to the New Notes.
Under section 721, a Senior Lender will not recognize gain or loss on the
receipt of a Preferred Membership Interest in exchange for the Contribution
Portion of its Claim. The Senior Lender's tax basis in the Preferred Membership
Interest will equal its tax basis allocated to the Contribution Portion of its
Claim (properly adjusted for the Senior Lender's share of Venture Delaware's
liabilities as owner of the Preferred Membership Interest). As owner of the
Preferred Membership Interest (through the Lender Trust), Senior Lenders will be
taxable on its share of Venture Delaware taxable income, gain, loss, or
deduction, whether or not any such income is distributed.
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Venture Delaware will not recognize gain or loss on issuance of the Preferred
Membership Interest in exchange for a portion of the Class 3 Claims. It will
take a tax basis in such Claims equal to the Senior Lender's tax basis allocated
to the Contribution Portions of the Claims. No gain or loss will be recognized
to Venture Delaware on its cancellation of the Contribution Portions of the
Claims as a contribution to the capital of Venture.
Under section 108(e)(4) and the regulations thereunder, except with respect to
Class 3 Claims with a stated maturity date within one year of the Effective
Date, Venture will generally realize discharge of indebtedness income on Venture
Delaware's acquisition of the Contribution Portions of the Class 3 Claims equal
to the sum of (i) the excess, if any, of the adjusted issue price of any
Contribution Portion of a Class 3 Claim received from a Senior Lenders who
purchased such Claim within 6 months before the Effective Date over Venture
Delaware's tax basis therein, and (ii) the excess, if any, of the adjusted issue
price of the remaining Contribution Portions of the Class 3 Claims over the fair
market value of such Portions on the Effective Date. With respect to Class 3
Claims with a stated maturity date within one year of the Effective Date,
Venture will generally realize discharge of indebtedness income under section
108(e)(6) on the cancellation thereof as a capital contribution equal to the
excess, if any, of the adjusted issue price of such Class 3 Claims over Venture
Delaware's tax basis therein (excluding basis attributable to the cash paid for
accrued interest). Venture will also realize discharge of indebtedness income
equal to the excess, if any, of the stated principal amount of the Sale Portion
of the Class 2 and Class 3 Claims over the sum of the cash and the adjusted
issue price of New Notes received for the Sale Portion of the Claims. For
purposes of this paragraph, adjusted issue price excludes accrued interest paid
in cash under the Plan. The tax consequences of the realization of such
discharge of indebtedness income are discussed below.
If Venture Delaware redeems the Preferred Membership Interests for cash within 2
years of the Effective Date, Treasury Regulations under section 707(a)(2)(B)
would presume the Contribution Portion of the Class 3 Claims to also have been
deemed sold on the Effective Date. In effect, rather than the treatment outlined
above, this presumption would deem the Senior Lenders to have sold the entire
principal of the Contribution Portion of the Class 3 Claims on the Effective
Date to Venture Delaware in exchange for the cash paid in redemption of the
Preferred Membership Interests. However, such deemed sale presumption may be
overcome by facts and circumstances that clearly establish that the transfer of
the Contribution Portion of the Claims and later redemption of the Preferred
Membership Interests do not constitute a sale. The fact that the redemption
would be purely at Winget's option, the exercise of which does not appear to be
compelled by economic factors, and is not secured or otherwise supported by
undertakings to contribute or loan funds to Venture Delaware, should be
sufficient to overcome such deemed sale presumption. Nonetheless, Venture
Delaware would be required to disclose the non-sale position on its tax return
in accordance with Treas. Reg. Section 1.707-8, failing which each Senior
Lenders would be required to do so.
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5. CLASS 5 CLAIMS
Subject to the discussion in part 6 below, for federal income tax purposes, it
is likely that the Holders of Class 5 Claims ("Class 5 Holders") will be deemed
to (i) transfer a portion of their Class 5 Claims (the "Warrant Portion") to
Venture Delaware in exchange for the Creditors' Warrant, (ii) cancel the
remainder of their Class 5 Claims (the "Venture Assets Portion") in exchange for
the Winget Actions (other than the Extinguished Actions, which shall hereafter
in this tax analysis be excluded from any reference to Winget Actions) and the
Avoidance Actions, and (iii) transfer the Creditors' Warrant, Winget Actions,
and Avoidance Actions to the Creditors' Trust. Venture Delaware will be deemed
to cancel the Warrant Portions of the Claims as a contribution to the capital of
Venture.
The Creditors' Trust is structured to qualify as a "liquidating trust" that will
be treated as a grantor trust under Regulations Section 301.7701-4(d) for
federal income tax purposes. Under this treatment, each Class 5 Holder will be
treated as a grantor of the Creditors' Trust and owner of its pro rata share of
the Trust Assets, and will be required to include its pro rata share of all
income, gain, loss and deduction of the Creditors' Trust on its tax return, and
will include income or gain, if any, whether or not the Creditors' Trust makes
any distributions. The deemed transfer of assets by the Class 5 Holders into the
Creditors' Trust will not result in the recognition of gain or loss for federal
income tax purposes. The trustee of the Creditors' Trust will file federal
income tax returns for the Creditors' Trust as a grantor trust, and the trustee
and the Class 5 Holders must use consistent valuations of the Trust Assets for
all federal income tax purposes.
While not free from doubt, it is likely that a Class 5 Holder's Claim would be
divided into a Warrant Portion and a Venture Assets Portion, with the Warrant
Portion having a value that is in the same proportion to the total fair market
value of the Warrant Portion and the Venture Assets Portion, as the fair market
value of the Creditors' Warrant bears to the total fair market value of the
Winget Actions and Avoidance Assets. A Class 5 Holder's tax basis in, and the
adjusted issue price and principal of its Claim (as well presumably as any
accrued interest), would appear to be allocated between the Warrant Portion and
the Venture Assets Portion in proportion to such Portions' relative fair market
values.
Despite its name, the Creditors' Warrant may be treated for tax purposes as a
partnership interest in Venture Delaware. In that case, a Class 5 Holder's
exchange of the Warrant Portion of its Claim for the Creditors' Warrant should
not cause it to recognize gain or loss on the exchange under section 721, the
Class 5 Holder would take a tax basis in the Creditors' Warrant equal to the tax
basis allocated to the Warrant Portion of its Claim (adjusted for the Class 5
Holder's share of Venture Delaware liabilities as a partner therein), and the
Class 5 Holder would be taxable on its share of Venture Delaware income, gain,
loss, or deduction, regardless of whether any such income is distributed to the
Creditors' Trust.
If the Creditors' Warrant were instead treated as a warrant to acquire an
interest in Venture Delaware, upon exchanging the Warrant Portion of its Claim
for the Creditors' Warrant, a Class 5 Holder would recognize gain or loss
measured by the difference
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between the fair market value of the Creditors' Warrant (excluding any portion
allocated to accrued interest) and the tax basis allocated to the Warrant
Portion of its Claim (excluding any basis allocated to accrued interest), would
take a tax basis in the Creditors' Warrant equal to its fair market value, and
would not be taxable on Venture income, gain, loss or deduction prior to
exercise of the Creditors' Warrant. On the exercise of the Creditors' Warrant,
section 721 would likely apply. In that case, neither Venture Delaware nor the
Holders would recognize gain or loss, and a Class 5 Holder's basis in the
Venture Delaware Membership Interest received should equal its basis in the
Creditors' Warrant, plus the basis in any property contributed on exercise of
the Creditors' Warrant (and adjusted for the Class 5 Holder's share of Ventures
Delaware liabilities under section 752). Thereafter, as a member of Venture
Delaware, the Class 5 Holder would be taxable on its share of Venture Delaware
taxable income, gain, loss or deduction, regardless of whether any such income
is distributed to the Creditors' Trust.
A Class 5 Holder's exchange of the Venture Assets Portion of its Claim for the
Winget Actions and Avoidance Actions is likely to be treated as a taxable
exchange. In that event the Class 5 Holder would recognize gain or loss on that
exchange equal to the difference between (i) the fair market value of the Winget
Actions and the Avoidance Actions (excluding any such consideration allocated to
accrued interest), and (ii) the Class 5 Holder's tax basis allocated to the
Venture Assets Portion of its Class 5 Claim (excluding any basis attributable to
accrued interest). The Class 5 Holder's tax basis in each of the Winget Actions
and the Avoidance Actions would equal their respective fair market values. A
Class 5 Holder would subsequently recognize income, gain or loss on a Winget
Action or Avoidance Action to the extent the recovery thereon differs from the
Class 5 Holder's tax basis therein.
To the extent one or more of the Winget Actions or Avoidance Actions received
cannot be valued as of the Effective Date, the "open transaction" doctrine may
apply to the exchange of the Venture Assets Portion of the Class 5 Holder's
Class 5 Claim. Under that treatment, each recovery on an "open transaction"
asset would be treated as additional consideration for the Venture Assets
Portion of the Class 5 Claim, producing gain once the Holder's tax basis in the
surrendered Venture Assets Portion of the Claim has been fully recovered. Prior
to final determination of the amount to be received on an asset accounted as an
"open transaction," loss (aside from a bad debt deduction) on the Venture Assets
Portion of the Claim could likely not be recognized to the extent that it
exceeds the minimum possible loss on the exchange.
Although the Plan does not allocate consideration between principal and accrued
interest of Class 5 Claims, a portion of the Creditors' Warrant received for the
Warrant Portion, and a portion of the Winget Actions and Avoidance Actions
received for the Venture Assets Portion, may be allocated to accrued but unpaid
interest on such portions of a Class 5 Holder's Class 5 Claim. The manner in
which such allocation would be made for federal income tax purposes is unclear.
If any portion of the consideration were allocated to accrued interest, such
portion would be taxable to the holder as interest income, except to the extent
the Class 5 Holder has previously reported such interest as income. Such
allocation would reduce the consideration allocated to the principal of the
Warrant
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Portion or Venture Assets Portion of the Claim, reducing the amount of gain, or
increasing the amount of loss, thereon. If such loss were a capital loss, it
would not offset such ordinary interest income (except, in the case of
individuals, to the limited extent that capital losses may be deducted against
ordinary income).
Venture Delaware will not recognize gain or loss on the issuance of the
Creditors' Warrant to acquire the Warrant Portions of the Class 5 Claims or the
exercise of the Creditors' Warrant. If the Creditors' Warrant is treated as a
partnership interest in Venture Delaware, then Venture Delaware will take a
basis in the Warrant Portions of the Claims equal to the basis of the Class 5
Holders allocated thereto. Otherwise, Venture Delaware's tax basis in the
Warrant Portions of the Claims will equal the fair market value of the
Creditors' Warrant. No gain or loss will be recognized to Venture Delaware on
the cancellation of such Warrant Portions of the Class 5 Claims as a
contribution to the capital of Venture.
Venture will recognize gain or loss on the distribution of the Winget Actions
and Avoidance Actions in part payment of the Venture Assets Portion of the Class
5 Claims, in an amount equal to the difference between its tax basis (if any) in
and the fair market values of such assets. To the extent Venture incurs any
federal income tax liability on such distribution, it will be paid out of
Venture's available funds.
In addition, under section 108(e)(4) and (6) and the regulations thereunder,
Venture will generally realize discharge of indebtedness income on Venture
Delaware's acquisition and cancellation of the Warrant Portions of the Class 5
Claims. If the Creditors' Warrant is treated as a partnership interest in
Venture Delaware, then under section 108(e)(4) and the regulations thereunder,
in the case of a Warrant Portion of a Class 5 Claim with a stated maturity date
more than one year after the Effective Date, acquired from a Class 5 Holder who
did not purchase such claim within 6 months before the Effective Date, the
amount of Venture's discharge of indebtedness income will generally equal the
excess, if any, of the adjusted issue price of such Warrant Portion over its
fair market value on the Effective Date. Otherwise, the amount of Venture's
discharge of indebtedness income with respect to the Warrant Portions of the
Class 5 Claims will equal the excess, if any, of the adjusted issue price of the
Warrant Portions over Venture Delaware's tax basis therein. Venture will also
realize discharge of indebtedness income to the extent that the adjusted issue
price or amount of the Venture Assets Portion of the Class 5 Claims exceeds the
fair market value of the Winget Actions and Avoidance Actions distributed with
respect thereto. For purposes of this paragraph, the adjusted issue price or
amount of Class 5 Claim includes accrued interest which Venture has deducted.
The tax consequences of the realization of such discharge of indebtedness income
are discussed below.
If the "open transaction" doctrine applies to a Winget Action or Avoidance
Action, subsequent recoveries thereon could result in additional amounts
realized to Venture on the distribution thereof to the Class 5 Creditors. The
amount and timing of discharge of indebtedness income could also be affected by
such "open transaction" treatment.
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6. IMPACT OF THE SETTLEMENT
The tax consequences described in parts 4 and 5 above generally assume that, for
federal income tax purposes, the Senior Lenders will be the sole owners of the
Senior Securities held by the Lender Trust, and the Class 5 Holders will be the
sole owners of the Creditors' Trust Corpus. Because of the Settlement, however,
the Senior Lenders are likely to be deemed to have an indirect ownership
interest in the Creditors' Trust Corpus and the Class 5 Holders may be deemed to
have an indirect ownership in the Senior Securities held by the Lender Trust.
The exact nature and extent of such deemed cross-ownership will depend on the
final terms of the Settlement and the value as of the Effective Date of the
Creditors' Trust Corpus and Senior Securities relative to the Senior Lender
Entitlement. For example, if the combined value of the Creditors' Trust Corpus
and Senior Securities is less than the Senior Lender Entitlement as of the
Effective Date, the Senior Lenders may be treated as having received not only
the Senior Securities and cash allotted to them under the Plan in exchange for
their Claims, but also the entire Creditors' Trust Corpus. On the other hand, if
the combined value of the Creditors' Trust Corpus and Senior Securities exceeds
the Senior Lender Entitlement as of the Effective Date, the Class 5 Holders and
Senior Lenders may be treated as having received a joint interest in the
Creditors' Trust Corpus and Senior Securities in exchange for their Claims based
on their expected sharing ratios. Alternatively, the Class 5 Holders and Senior
Lenders may be treated as having received the consideration allotted to them
under the Plan, but then contributing such consideration to a deemed partnership
with preferred and common interests (with the Senior Lenders holding all of the
preferred interests and a portion of the common interests and the Class 5
Holders holding the balance of the common interests). ACCORDINGLY, THE
SETTLEMENT IS EXPECTED TO HAVE A MATERIAL EFFECT ON THE TAX TREATMENT OF THE
SENIOR LENDERS AND CLASS 5 HOLDERS AND SUCH PERSONS ARE STRONGLY URGED TO
CONSULT THEIR TAX ADVISORS WITH RESPECT TO SUCH TREATMENT.
7. CLASS 6 CLAIMS
If a Triggering Event occurs and certain other conditions are met, Venture will
pay Holders of Class 6 Claims cash equal to 50% of their claims in 10 monthly
installments beginning with the fourth month after the Effective Date.
Alternatively, Holders of Class 6 Claims may be treated as a Class 5 Creditor,
in which case the consequences described in parts 5 and 6 above would generally
apply.
Treas. Reg. Section 1.1001-3 prescribes standards under which changes in the
terms of a "debt instrument" give rise to a deemed exchange of the debt
instrument for a new one having the modified terms. In particular, a change in
the yield of a debt instrument providing only for fixed payments (and certain
other types of debt instruments) of more than the greater of 1/4 of one percent
and 5% of the yield of the unmodified debt instrument is treated as a deemed
exchange. A material deferral of payments due under a debt instrument, of at
least 50% of the original term, may also create a deemed exchange. It is not
clear how these rules apply to trade debt, or to a reduction in an amount
payable that would produce a negative yield on the original debt.
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Assuming a deemed exchange occurs under these rules (which is expected), or if
the Holder's Class 6 Claim is against an entity other than Venture, then the
Holder would be deemed to make a taxable sale of its Class 6 Claim in exchange
for a new debt (the "New Debt") comprised of its right to receive the payments
specified in the Plan (the deferred 50% payout). The Holder would recognize gain
or loss measured by the difference between its tax basis in the Class 6 Claim
and the issue price of the New Debt. Gain may be reportable on the installment
method, provided the Holder is not related to Venture within the meaning of
section 453(f), the Class 6 Claim is not an item of inventory of the Holder, the
Holder does not regularly sell or otherwise dispose of personal property of the
same type as the Class 6 Claim on the installment plan, and the Class 6 Claim is
not a security traded on an established securities market or, to the extent
provided in Regulations (which have not been promulgated), other property of a
kind regularly traded on an established market. Under section 453A, a holder who
reports gain on the installment method may be required to pay an interest charge
to the IRS on the deferred tax liability, and would be required to treat any
proceeds of a loan secured by the New Notes as payments on the New Notes. Class
6 Holders considering using the installment method with respect to consideration
received for their Claims should consult their tax advisor.
The issue price of the New Debt would likely be determined under section 1274.
While that section only applies to a sale or exchange if the aggregate payments
exceed $250,000, all sales and exchanges which are part of the same transaction
are treated as a single sale or exchange for purposes of this threshold. Under
section 1274, the issue price of the New Debt would be the present value of the
payments to be made thereunder, discounted at the applicable Federal rate.
The excess of the payments to be made over such issue price would be original
issue discount, which would be includible in the Holder's income over the term
of the New Debt on a constant yield basis, in advance of the receipt of cash
payments.
The specific Debtor under a Class 6 Claim will generally realize discharge of
indebtedness income to the extent the amount of the Claim exceeds the issue
price of the New Debt issued therefor. The tax consequences of the realization
of such discharge of indebtedness income are discussed below.
Notwithstanding the foregoing, a Holder of a Class 6 Claim may be treated as
having received part of its consideration for agreeing to enter into the Vendor
Support Agreement. In such a case, the Holder would likely have ordinary income
equal to the fair market value of the portion of the consideration allocated to
the Vendor Support Agreement.
8. CLASS 7 CLAIMS
If a Triggering Event shall have occurred, Venture will pay Holders of Class 7
Claims cash equal to 75% of their Claims within 120 days after the Effective
Date. While not free from doubt, it is likely the cash received will be treated
for federal income tax
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purposes as partial payment of the Holders' original Claims and, accordingly,
that they will realize income, gain, or loss.
The specific Debtor under a Class 7 Claim will generally realize discharge of
indebtedness income to the extent the amount of the Claim exceeds the cash paid.
The tax consequences of the realization of such discharge of indebtedness income
are discussed below.
9. TAX CONSEQUENCES TO DEBTORS OF REALIZATION OF DISCHARGE OF
INDEBTEDNESS INCOME
Pursuant to section 108(a), discharge of indebtedness income realized by a
Debtor as discussed above should be excluded from the Debtor's taxable income.
However, the Debtor (and under Regulations, a consolidated group of which the
Debtor is a member) will generally be required to reduce tax attributes (e.g.,
net operating loss, credit, and capital loss carryovers, and/or tax basis in
assets) by the amount of income so excluded.
10. LIMITATIONS ON VENTURE'S AND TRANSFERRED WINGET ENTITIES' TAX
ATTRIBUTES
The reorganization under the Plan (or a worthless stock deduction on the part of
Winget, Venture Delaware, or another major stockholder) may constitute an
ownership change of the Venture consolidated group and the Transferred Winget
Entities under section 382 of the Code. In that case, section 382 would limit
the ability of the Venture consolidated group and the Transferred Winget
Entities to utilize certain favorable tax attributes, such as net operating loss
carryovers, to offset future taxable income. However, because Venture was a
disregarded entity and its principal subsidiaries were S corporations (neither
of which generate corporate-level net operating loss carryovers), as were the
Transferred Winget Entities, it is not expected that the section 382 limitation
would have a significant impact on the Venture consolidated group and the
Transferred Winget Entities.
In addition, if a corporation (or consolidated group) undergoes an
ownership change under section 382 and has an unrealized built-in loss on the
date of the ownership change, then for certain alternative minimum tax purposes
the corporation (or group) must reduce its tax basis in its assets to the fair
market value of such assets as of the change date.
11. INFORMATION REPORTING AND WITHHOLDING
Certain payments, including payments and distributions of interest and certain
other amounts with respect to Claims pursuant to the Plan and future payments of
interest or original issue discount on obligations issued under the Plan,
generally are subject to information reporting by the payor (the relevant
Debtor) to the IRS. Moreover, the payor is required to withhold or backup
withhold under certain circumstances. Under current law, the backup withholding
rate is 28%. Backup withholding generally applies if the Holder (a) fails to
furnish its correct taxpayer identification number (social security,
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employer identification, or other taxpayer identification number) ("TIN") to the
payor, (b) furnishes an incorrect TIN, (c) fails properly to report interest or
dividends, or (d) under certain circumstances, fails to provide a certified
statement signed under penalties of perjury that the TIN provided is its correct
number and that it is not subject to backup withholding. Backup withholding is
not an additional tax but merely an advance payment, which may be refunded to
the extent it results in an overpayment of tax. Certain persons are exempt from
backup withholding, including, in certain circumstances, corporations and
financial institutions.
12. IMPORTANCE OF OBTAINING PROFESSIONAL ASSISTANCE
THE FOREGOING IS INTENDED TO BE ONLY A SUMMARY OF CERTAIN OF THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN AND IS NOT A SUBSTITUTE FOR CAREFUL
TAX PLANNING WITH A TAX PROFESSIONAL. THE FEDERAL, STATE, LOCAL INCOME AND OTHER
TAX CONSEQUENCES OF THE PLAN ARE COMPLEX AND UNCERTAIN. SUCH CONSEQUENCES MAY
ALSO VARY BASED ON THE INDIVIDUAL CIRCUMSTANCES OF EACH HOLDER OF A CLAIM OR
EQUITY INTEREST. ACCORDINGLY, EACH HOLDER OF A CLAIM OR EQUITY INTEREST IS
STRONGLY URGED TO CONSULT WITH ITS OWN TAX ADVISOR REGARDING THE FEDERAL, STATE,
LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES UNDER THE PLAN.
J. APPLICABILITY OF FEDERAL AND OTHER SECURITIES LAWS
Holders of Claims in Classes 3 and 5 will receive New Venture Securities under
the Plan. Section 1145 of the Bankruptcy Code creates certain exemptions from
the registration requirements of federal and state securities laws with respect
to the distribution of securities pursuant to a plan of reorganization.
1. ISSUANCE OF SECURITIES UNDER THE PLAN
The Debtors intend to rely on section 1145(a) of the Bankruptcy Code to exempt
from registration under the Securities Act, and any applicable state securities
laws, the issuance of any New Venture Securities pursuant to the Plan to holders
of Claims in exchange for their Claims. Generally, Section 1145 of the
Bankruptcy Code exempts the issuance of securities under a plan of
reorganization from registration under the Securities Act and under state
securities laws if three principal requirements are satisfied: (i) the
securities must be issued under a plan of reorganization by the debtor or its
successors under a plan or an affiliate participating in a joint plan of
reorganization with the debtor; (ii) the recipients of the securities must hold
a claim against the debtors, an interest in the debtor or a claim for an
administrative expense against the debtor; and (iii) the securities must be
issued entirely in exchange for the recipient's claim against or interest in the
debtor, or "principally" in such exchange and "partly" for cash or property.
Although the issuance of the New Venture Securities pursuant to the Plan
satisfies the requirements of Section 1145(a)(1) of the Bankruptcy Code and is,
therefore, exempt from registration under
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federal and state securities laws, under certain circumstances subsequent
transfer of such securities may be subject to registration requirements under
such securities laws.
2. TRANSFERS OF NEW SECURITIES
The New Venture Securities to be issued pursuant to the Plan may be freely
transferred by most recipients thereof, and all resales and subsequent
transactions in the new securities are exempt from registration under federal
and state securities laws, unless the holder is an "underwriter" with respect to
such securities. Section 1145(b) of the Bankruptcy Code defines four types of
"underwriters":
(i) persons who purchase a claim against, an interest in, or a claim
for an administrative expense against the debtor with a view to distributing any
security received or to be received in exchange for such a claim or interest;
(ii) persons who offer to sell securities offered or sold under a
plan for the holders of such securities;
(iii) persons who offer to buy such securities from the holders of
such securities, if the offer to buy is (a) with a view to distribution of such
securities, and (b) under an agreement made in connection with the Plan, with
the consummation of the Plan, or with the offer or sale of securities under the
Plan; and
(iv) persons who are an "issuer" with respect to the securities, as
the term "issuer" is defined in section 2(11) of the Securities Act of 1933.
Under section 2(11) of the Securities Act of 1933, an "issuer" includes any
persons directly or indirectly controlling or controlled by the issuer, or any
person under direct or indirect common control with the issuer.
To the extent that persons deemed to be "underwriters" receive securities
pursuant to the Plan, resales by such persons would not be exempted by Section
1145 of the Bankruptcy Code from registration under the Securities Act of 1933
or other applicable law. Persons deemed to be underwriters, however, may be able
to sell such securities without registration subject to the provisions of Rule
144 or Rule 149 under the Securities Act of 1933, both of which permit the
public sale of securities without registration subject to the provisions of Rule
144 under the Securities Act of 1933, which permits the public sale of
securities received pursuant to the Plan by "underwriters", subject to the
availability to the public of current information regarding the issuer and to
volume limitations and certain other conditions.
Whether or not any particular person would be deemed to be an "underwriter" with
respect to any security to be issued pursuant to the Plan would depend upon
various facts and circumstances applicable to that person. Accordingly, the
Debtors express no view as to whether any person would be an "underwriter" with
respect to any security to be issued pursuant to the Plan.
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GIVEN THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A PARTICULAR
PERSON MAY BE AN UNDERWRITER, THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING THE
RIGHT OF ANY PERSON TO OFFER OR SELL IN THE NEW VENTURE SECURITIES TO BE
DISTRIBUTED PURSUANT TO THE PLAN. THE DEBTORS RECOMMEND THAT POTENTIAL
RECIPIENTS OF THE NEW VENTURE SECURITIES CONSULT THEIR OWN COUNSEL CONCERNING
WHETHER THEY MAY FREELY OFFER OR SELL SUCH SECURITIES.
K. PERFORMANCE OF THE CONTRIBUTION AGREEMENT
The distributions under the Plan are premised upon the consummation of the
transactions contemplated in the Contribution Agreement. The Transferors'
obligations to close the transactions contemplated under the Contribution
Agreement are conditioned upon the occurrence, or non-occurrence, of certain
events. For example, the Transferors' obligations are conditioned upon no
modifications being made to the Original Plan that are materially adverse to the
Transferors taken as a whole. The Debtors, the Steering Committee and the
Creditors' Committee anticipate that the Transferors will argue that, among
other things, the changes made to the Original Plan as embodied in the Plan
constitute changes which are materially adverse to the Transferors as a whole.
Thus, the Debtors currently believe that they will need to compel the
Transferors' performance under the Contribution Agreement consistent with the
terms and conditions thereof. Although the Debtors believe the Contribution
Agreement can be enforced against Winget and the Transferors', such litigation
could be protracted and there can be no assurances that the Debtors or any other
party entitled to enforce the Contribution Agreement will be successful in
enforcing the Contribution Agreement. If the Contribution Agreement cannot be
enforced, or if Winget and/or the Transferors do not voluntarily comply with
their obligations thereunder, the distributions contemplated under the Plan
cannot be made and the Debtors will evaluate other alternatives to the Plan.
On May 25, 2004, Winget delivered to Venture Holdings Company, LLC a letter in
which Winget states that he has terminated the Contribution Agreement. The
Debtors, the Steering Committee and the Creditors' Committee dispute whether
this action constitutes a valid termination of the Contribution Agreement and
will seek to compel Winget's compliance with the Contribution Agreement.
XI. FEASIBILITY OF THE PLAN AND THE BEST INTERESTS OF CREDITORS TEST
A. FEASIBILITY OF THE PLAN
In connection with Confirmation of the Plan, Section 1129(a)(11) of the
Bankruptcy Code requires that the Bankruptcy Court find that Confirmation of the
Plan is not likely to be followed by the liquidation or the need for further
financial reorganization of the Debtors. This is the so-called "feasibility"
test. The Debtors believe that with a de-leveraged capital structure their
businesses will return to viability. The decrease in the
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amount of debt on Reorganized Venture's balance sheet will significantly reduce
interest expense and principal requirements. Additionally, the contribution of
the Winget Assets will improve Reorganized Venture's cash flow. Based on the
terms of the Plan, at emergence Reorganized Venture will have approximately
$420.0 million of debt, excluding amounts funded under the Exit Financing
Facility but including Preferred Membership Interests, in contrast to more than
$875.0 million of debt prior to the restructuring (before considering accrued
interest).
To support their belief in the feasibility of the Plan, the Debtors have
prepared financial projections for the period from January 1, 2004 through
December 31, 2006 (the "Projections"). The Professionals have not performed an
independent investigation of the accuracy or completeness of such financial
projections and disclaim any responsibility for or liability with respect to
such projections. SEE EXHIBIT H - "SELECTED HISTORICAL AND PROJECTED PRO FORMA
FINANCIAL INFORMATION FOR THE REORGANIZED DEBTORS."
The Projections indicate that Reorganized Venture should have sufficient cash
flow to make the payments required under the Plan on the Effective Date and to
repay and service its post-Confirmation debt obligations and to maintain its
operations during this period. Accordingly, the Debtors believe that the Plan
complies with the standard of Section 1129(a)(11) of the Bankruptcy Code. As
noted in the Projections, however, the Debtors caution that no representations
can be made as to the accuracy of the Projections or as to Reorganized Venture's
ability to achieve the projected results. Many of the assumptions upon which the
Projections are based are subject to uncertainties outside of the control of the
Debtors. Some assumptions inevitably will not materialize, and events and
circumstances occurring after the date on which the Projections were prepared
may be different from those assumed or may be unanticipated, and may adversely
affect the Debtors' financial results. As discussed elsewhere in this Disclosure
Statement, there are numerous circumstances that may cause actual results to
vary from the projected results, and the variations may be material and adverse.
SEE SECTION X - "CERTAIN FACTORS TO BE CONSIDERED" for a discussion of certain
risk factors that may affect financial feasibility of the Plan.
THE PROJECTIONS ARE QUALIFIED BY AND SUBJECT TO THE ASSUMPTIONS SET FORTH HEREIN
AND THE OTHER INFORMATION CONTAINED HEREIN. THE PROJECTIONS WERE NOT PREPARED
WITH A VIEW TOWARD COMPLIANCE WITH THE GUIDELINES ESTABLISHED BY THE SEC, AICPA
OR ANY OTHER REGULATORY OR PROFESSIONAL AGENCY OR BODY, GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES OR CONSISTENCY WITH THE AUDITED FINANCIAL STATEMENTS
REFERENCED IN THIS DISCLOSURE STATEMENT. FURTHERMORE, THE PROJECTIONS HAVE NOT
BEEN AUDITED BY THE DEBTORS' INDEPENDENT CERTIFIED ACCOUNTANTS. ALTHOUGH
PRESENTED WITH NUMERICAL SPECIFICITY, THE PROJECTIONS ARE BASED ON A VARIETY OF
ASSUMPTIONS, SOME OF WHICH HAVE NOT BEEN ACHIEVED TO DATE AND MAY NOT BE
REALIZED IN THE FUTURE, AND ARE SUBJECT TO SIGNIFICANT BUSINESS,
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LITIGATION, ECONOMIC AND COMPETITIVE UNCERTAINTIES AND CONTINGENCIES, MANY OF
WHICH ARE BEYOND THE CONTROL OF THE DEBTORS. CONSEQUENTLY, THE PROJECTIONS
SHOULD NOT BE REGARDED AS A REPRESENTATION OR WARRANTY BY THE DEBTORS, OR ANY
OTHER PERSON, THAT THE PROJECTIONS WILL BE REALIZED. ACTUAL RESULTS MAY VARY
MATERIALLY FROM THOSE PRESENTED IN THE PROJECTIONS. THE PROJECTIONS SHOULD BE
READ TOGETHER WITH THE INFORMATION CONTAINED UNDER THE HEADINGS "OPERATIONS OF
THE DEBTORS," AND "CERTAIN FACTORS TO BE CONSIDERED," AND THE OTHER INFORMATION
CONTAINED IN EXHIBIT I-"HISTORICAL AND PROJECTED FINANCIAL INFORMATION AND VALUE
OF THE REORGANIZED DEBTORS."
B. BEST INTERESTS TEST
Even if the Plan is accepted by each class of Claims and Interests, the
Bankruptcy Code requires that the Bankruptcy Court find that the Plan is in the
best interests of all Classes of Creditors and Interest Holders. The "best
interests" test requires that the Bankruptcy Court find either that all members
of an Impaired Class of Claims or Interests have accepted the Plan or that the
Plan will provide each member who has not accepted the Plan with a recovery of
property of a value, as of the Effective Date of the Plan, that is not less than
the amount that such Holder would receive or retain if the Debtors were
liquidated under Chapter 7 of the Bankruptcy Code.
To calculate the Distribution to members of each Impaired Class of Holders of
Claims and Interests if the Debtors were liquidated, the Bankruptcy Court must
first determine the aggregate dollar amount that would be generated from the
Debtors' assets if the Case were converted to a chapter 7 case under the
Bankruptcy Code. This "liquidation value" would consist primarily of the
proceeds from a sale of the Debtors' assets by a chapter 7 trustee and the cash
held by the Debtors at the time of the commencement of the chapter 7 case.
The amount of liquidation value generated from the liquidation of the Debtors'
assets and properties would be reduced by the amount of any Claims secured by
such assets and the costs and expenses of liquidation, as well as by other
administrative expenses and costs (including any break-up or termination fees
approved by the Bankruptcy Court) of both the chapter 7 case and the chapter 11
case. Costs of liquidation under chapter 7 of the Bankruptcy Code would include
the compensation of a trustee, as well as of counsel and other professionals
retained by the trustee, asset disposition expenses, all unpaid expenses
incurred by the Debtors in the Case (such as compensation of attorneys,
financial advisors and accountants) that are allowed in the chapter 7 case and
litigation costs and claims arising from the operations of the Debtors during
the pendency of the Case. The liquidation itself could trigger certain priority
payments that otherwise would be due in the ordinary course of business. The
priority claims which may arise in a liquidation case would be paid in full from
the liquidation proceeds before the balance would be made available to pay
pre-chapter 11 priority and general claims or to make any distribution in
respect of equity interests. The liquidation would also prompt the rejection of
any
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executory contracts and unexpired leases and thereby create higher amounts of
General Unsecured Claims.
In applying the "best interests" test, it is possible that Claims and Interests
in the chapter 7 case may not be classified according to the seniority of such
Claims and Interests as provided in the Plan. In the absence of a contrary
determination by the Bankruptcy Court, all pre-chapter 11 unsecured Claims which
have the same rights upon liquidation would be treated as one Class for purposes
of determining the potential Distributions of the liquidation proceeds resulting
from the Debtors' chapter 7 case. The Distributions from the liquidation
proceeds would be calculated ratably according to the amount of the Claim held
by each Creditor. Therefore, Creditors who claim to be third-party beneficiaries
of any contractual subordination provisions might be required to seek to enforce
such contractual subordination provisions in the Bankruptcy Court or otherwise.
Section 510(a) of the Bankruptcy Code provides that subordination agreements are
enforceable in a bankruptcy case to the same extent that such subordination is
enforceable under applicable non-bankruptcy law. Therefore, no Class of Claims
that is contractually subordinated to another Class would receive any payment on
account of its Claims, unless and until such senior Class were paid in full.
Once the Bankruptcy Court ascertains the recoveries in liquidation of secured
Creditors and priority claimants, it must determine the probable Distribution to
General Unsecured Creditors from the remaining available proceeds in
liquidation. If such probable distribution has a value greater than the
Distributions to be received by such Creditors under the Plan, then the Plan is
not in the best interests of Creditors and cannot be confirmed by the Bankruptcy
Court. As shown in the Liquidation Analysis, the Debtors currently believe that
each Holder of Old Notes and Interests will likely receive at least as much
under the Plan as they would receive if the Debtors were liquidated, and that
the Plan should therefore meet the requirements of Section 1129(a)(7) of the
Bankruptcy Code.
C. CHAPTER 7 LIQUIDATION ANALYSIS
Section 1129(a)(7) of the Bankruptcy Code (often called the "Best Interests
Test"), as applied to a Chapter 11 case requires that each holder of an impaired
claim or equity interest either (a) accept the plan of reorganization or (b)
receive or retain under the plan of reorganization property of a value, as of
the effective date, that is not less than the value such holder would receive or
retain if the debtor were liquidated under Chapter 7 of the Bankruptcy Code. To
satisfy the Best Interests Test, a debtor must determine the dollar amount that
would be generated from a hypothetical liquidation of such debtor's assets and
properties in a Chapter 7 proceeding. The gross amount of cash available would
be the sum of the proceeds from the disposition of the debtor's assets and any
cash held by such debtor upon the commencement of the Chapter 7 case. Such
amount would then be reduced by the amount of any claims secured by such assets,
the costs and expenses of the liquidation, and such additional administrative
expenses and priority claims as may result from the termination of the debtor's
business and the liquidation of its assets. Any remaining cash would be
distributed to creditors and shareholders in
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accordance with the distribution hierarchy established by Section 726 of the
Bankruptcy Code.
With respect to the instant cases, the following Chapter 7 Liquidation Analysis
(the "Liquidation Analysis") is provided solely to discuss the effects of a
hypothetical Chapter 7 liquidation of the Debtors and is subject to the
assumptions set forth herein. The Liquidation Analysis has not been
independently audited or verified and there can be no assurance that such
assumptions would be accepted by the Bankruptcy Court.
The Liquidation Analysis reflects the estimated cash proceeds, net of
liquidation-related costs, that would be available to Creditors if the Debtors
were liquidated in a Chapter 7 proceeding. Underlying the Liquidation Analysis
are a number of estimates and assumptions that, although developed and
considered reasonable by the Debtors management and CM&D, are inherently subject
to significant business, economic and competitive uncertainties and
contingencies beyond the control the Debtors and their management. Accordingly,
while the Liquidation Analysis is necessarily presented with numerical
specificity, there can be no assurance that the values assumed would be realized
if the Debtors were in fact liquidated, nor can there be any assurance that the
Bankruptcy Court would accept this analysis or concur with such assumptions in
making its determinations under Section 1129(a) of the Bankruptcy Code. Because
the actual proceeds from the liquidation of the Debtors could be materially
lower or higher than the amounts set forth below, no representation or warranty
can be or is being made with respect to the actual proceeds that could be
received in a Chapter 7 liquidation of the Debtors. The Liquidation Analysis was
prepared solely for purposes of estimating proceeds available in a Chapter 7
liquidation of the estates and does not represent values that may be appropriate
for any other purpose. Nothing contained in these valuations is intended or may
constitute a concession or admission of the Debtors for any other purpose.
ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE VALUES REFLECTED IN THE
LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS WERE, IN FACT, TO UNDERGO
SUCH A LIQUIDATION, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN
HERE.
The table in Exhibit F details the computation of the Debtors' liquidation value
and the estimated distributions to Holders of impaired Claims in a Chapter 7
liquidation of the Debtors. The Liquidation Analysis was prepared by the
Debtors' management with the assistance of CM&D, based upon the Debtors' North
American unaudited balance sheet as of March 31, 2004 and on the assumption that
the Debtors would cease operations on June 30, 2004. The Liquidation Analysis
assumes that the actual March 31, 2004 balance sheet, on which the analysis is
based, is a proxy for the June 30, 2004 balance sheet. The Liquidation Analysis
also assumes that the liquidation of the Debtors would be shepherded by a
Bankruptcy Court appointed trustee and would continue for six months (the
"Liquidation Period"), during which time all of the Debtors' major assets would
either be sold or conveyed to the respective lien holders and the cash proceeds,
net of liquidation-related costs, would be distributed to creditors. Although
some of the Debtors' assets might be liquidated during a shorter period of time,
other assets may be more difficult to collect or sell, thus expanding the
Liquidation Period.
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During the Liquidation Period, the Debtors' receivables would be collected and
other assets would be sold in a commercially reasonable manner. In the
Liquidation Analysis, the liquidation values of certain assets were determined
by general classes of assets by disposition. The Liquidation Analysis was
performed on the Debtors' North American operations, including liquidation
proceeds associated with the Debtors' foreign subsidiaries, and assumes that
liquidation proceeds would be distributed in accordance with Bankruptcy Code
sections 726 and 1129(b). THE LIQUIDATION ANALYSIS DOES NOT ASSUME PROCEEDS FROM
RECOVERIES OF ANY POTENTIAL FRAUDULENT CONVEYANCES, PREFERENCE PAYMENTS, OR
OTHER CAUSES OF ACTION, INCLUDING THOSE AGAINST WINGET OR WINGET ENTITIES. THE
LIQUIDATION ANALYSIS DOES NOT ASSUME PROCEEDS FROM RECOVERIES RESULTING FROM
BANK LIENS ON ASSETS HELD OUTSIDE OF THE DEBTORS AND ITS SUBSIDIARIES.
ADDITIONALLY, THE LIQUIDATION ANALYSIS DOES NOT ASSUME PROCEEDS FROM LITIGATION
WHICH MAY PROVIDE AWARDS IN FAVOR OF THE DEBTORS. THESE CLAIMS COULD HAVE
SUBSTANTIAL VALUE.
In summary, subject to all of the assumptions, conditions, and limitations set
forth above, the Debtors believe that a Chapter 7 liquidation of the Debtors
could result in a diminution in the value to be realized by the Holders of
Claims and, as set forth in the table found in Exhibit F, the Debtors'
management estimates that in a liquidation, the Holders of Old Senior Notes
Claims, Old Subordinated Notes Claims, and General Unsecured Claims would not
receive distributions on such claims. Moreover, if this estimation proves
accurate, Equity Interests would not be entitled to a distribution in the event
of a Chapter 7 liquidation of the Debtors.
XII. SOLICITATION OF THE PLAN
A. PARTIES IN INTEREST ENTITLED TO VOTE
Under Section 1124 of the Bankruptcy Code, a class of claims or interests is
deemed to be "impaired" under a plan unless (i) the plan leaves unaltered the
legal, equitable, and contractual rights to which such claim or interest
entitles the holder thereof or (ii) notwithstanding any contractual provision or
applicable law that entitles the holder of such claim or interest to demand or
receive accelerated payment of such claim or interest, the plan cures all
existing defaults (other than defaults resulting from the occurrence of the
bankruptcy); reinstates the maturity of such claim or interest as it existed
before the default; compensates the holder of such claim or interest for any
damages incurred as a result of any reasonable reliance by such holder on such
contractual provision or such applicable law; and does not otherwise alter the
legal, equitable, or contractual rights to which such claim or interest entitles
the holder of such claim or interest.
In general, a holder of a claim or interest may vote to accept or to reject a
plan if (i) the claim or interest is "allowed," which means generally that no
party in interest has objected to such claim or interest, and (ii) the claim or
interest is impaired by the plan. If, however, the holder of an impaired claim
or interest will not receive or retain any distribution under the plan on
account of such claim or interest, the Bankruptcy Code deems such holder to have
rejected the plan, and, accordingly, holders of such claims and
153
interests do not actually vote on the plan. If a claim or interest is not
impaired by the plan, the Bankruptcy Code deems the holder of such claim or
interest to have accepted the plan and, accordingly, holders of such claims and
interests are not entitled to vote on the plan.
By signing and returning the ballot, each Holder of a Class 2, 3, 5, 6 or 7
Claim will also be confirming that (i) such Holder and/or legal and financial
advisors acting on its behalf has had the opportunity to ask questions of and
receive answers from the Debtors concerning the terms of the Plan, the
businesses of the Debtors and other related matters, (ii) the Debtors have made
available to such Holder or its agents all documents and information relating to
the Plan and related matters reasonably requested by or on behalf of such Holder
and (iii) except for information provided by the Debtors in writing, and by its
own agents, such Holder has not relied on any statements made or other
information received from any person with respect to the Plan.
By signing and returning the ballot each Holder of a Class 2, 3, 5, 6 or 7 Claim
also acknowledges that the securities being offered pursuant to the Plan are not
being offered pursuant to a registration statement filed with the SEC and
represents that any such securities will be acquired for its own account and not
with a view to any distribution of such securities in violation of the
Securities Act. It is expected that when issued pursuant to the Plan such
securities will be exempt from the registration requirements of the Securities
Act by virtue of Section 1145 of the Bankruptcy Code and may be resold by the
holders thereof subject to the provisions of such Section 1145.
Each Holder of a Claim in Class 6 and Class 7 shall be entitled to vote on the
treatment provided for Class 5 Claims and shall receive such treatment unless a
Triggering Event shall have occurred.
B. CLASSES IMPAIRED UNDER THE PLAN
Pursuant to Section 1126 of the Bankruptcy Code, Classes 2, 3, 5, 6 and 7 are
entitled to vote to accept or reject the Plan. Further, pursuant to Section 1126
of the Bankruptcy Code, each Unimpaired Class of Claims (Classes 1 and 4) is
deemed to have accepted the Plan and, therefore, is not entitled to vote to
accept or reject the Plan. In addition, because Holders of Class 8 Claims will
not receive or retain any property under the Plan on account of their interests,
Class 8 is deemed to have rejected the Plan and is not entitled to vote.
C. WAIVERS OF DEFECTS, IRREGULARITIES, ETC.
Unless otherwise directed by the Bankruptcy Court, all questions as to the
validity, form, eligibility (including time of receipt), acceptance, and
revocation or withdrawal of ballots will be determined by the Balloting Agent
and the Debtors in their sole discretion, which determination will be final and
binding. As indicated below under "Withdrawal of Ballots; Revocation," effective
withdrawals of ballots must be delivered to the Balloting Agent prior to the
Voting Deadline. The Debtors reserve the absolute right to contest the validity
of any such withdrawal. The Debtors also reserve the right to reject any and all
ballots not in proper form, the acceptance of which would, in the opinion of the
Debtors
154
or their counsel, be unlawful. The Debtors further reserve the right to waive
any defects or irregularities or conditions of delivery as to any particular
ballot. The interpretation (including the ballot and the respective instructions
thereto) by the Debtors, unless otherwise directed by the Bankruptcy Court, will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with deliveries of ballots must be cured within
such time as the Debtors (or the Bankruptcy Court) determine. Neither the
Debtors nor any other person will be under any duty to provide notification of
defects or irregularities with respect to deliveries of ballots nor will any of
them incur any liabilities for failure to provide such notification. Unless
otherwise directed by the Bankruptcy Court, delivery of such ballots will not be
deemed to have been made until such irregularities have been cured or waived.
Ballots previously furnished (and as to which any irregularities have not
theretofore been cured or waived) will be invalidated.
D. WITHDRAWAL OF BALLOTS; REVOCATION
Any party who has delivered a valid ballot for the acceptance or rejection of
the Plan may withdraw such acceptance or rejection by delivering a written
notice of withdrawal to the Balloting Agent at any time prior to the Voting
Deadline. A notice of withdrawal, to be valid, must (i) contain the description
of the Claim(s) to which it relates and the aggregate principal amount
represented by such Claim(s), (ii) be signed by the withdrawing party in the
same manner as the ballot being withdrawn, (iii) contain a certification that
the withdrawing party owns the Claim(s) and possesses the right to withdraw the
vote sought to be withdrawn and (iv) be received by the Balloting Agent in a
timely manner at the address set forth below. The Debtors intend to consult with
the Balloting Agent to determine whether any withdrawals of ballots were
received and whether the requisite acceptances of the Plan have been received.
As stated above, the Debtors expressly reserve the absolute right to contest the
validity of any such withdrawals of ballots.
Unless otherwise directed by the Bankruptcy Court, a purported notice of
withdrawal of ballots which is not received in a timely manner by the Balloting
Agent will not be effective to withdraw a previously cast ballot.
Any party who has previously submitted to the Balloting Agent prior to the
Voting Deadline a properly completed ballot may revoke such ballot and change
his or its vote by submitting to the Balloting Agent prior to the Voting
Deadline a subsequent properly completed ballot for acceptance or rejection of
the Plan. In the case where more than one timely, properly completed ballot is
received, only the ballot which bears the latest date of receipt by the
Balloting Agent will he counted for purposes of determining whether the
requisite acceptances have been received.
E. FURTHER INFORMATION; ADDITIONAL COPIES
1. Holders of Impaired Claims Other Than Old Note Claims
If you have any questions or require further information about the voting
procedure or voting your Claim or about the packet of material you received, or
if you wish to obtain an additional copy of the Plan, the Disclosure Statement,
or any exhibits or appendices to
155
such documents (at your own expense, unless otherwise specifically required by
Bankruptcy Rule 3017(d)), please contact the Balloting Agent at
www.administar.net or by telephone at (904) 807-3010.
2. HOLDERS OF OLD NOTE CLAIMS
If you have any questions or require further information about the voting
procedure or voting your Claim or about the packet of material you received, or
if you wish to obtain an additional copy of the Plan, the Disclosure Statement,
or any exhibits or appendices to such documents (at your own expense, unless
otherwise specifically required by Bankruptcy Rule 3017(d)), please contact the
Balloting Agent at www.administar.net or by telephone at (904) 807-3010.
XIII. CONCLUSION
THE DEBTORS, THE CREDITORS' COMMITTEE AND THE STEERING COMMITTEE BELIEVE THAT
THE PLAN REPRESENTS THE MOST VALUE TO THE DEBTORS' CREDITORS. THE DEBTORS, THE
CREDITORS' COMMITTEE AND THE STEERING COMMITTEE URGE EACH CREDITOR TO VOTE IN
FAVOR OF THE PLAN.
(signatures start on next page)
156
Dated: May 25, 2004
VENTURE HOLDINGS COMPANY, LLC,
a Michigan limited liability company
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VEMCO, INC.,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE INDUSTRIES CORPORATION,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE MOLD & ENGINEERING CORPORATION,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE LEASING COMPANY,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
157
VEMCO LEASING, INC.,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE HOLDINGS CORPORATION,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE SERVICE COMPANY,
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
EXPERIENCE MANAGEMENT LLC,
a Michigan limited liability company
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE EUROPE, INC.
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
VENTURE EU CORPORATION
a Michigan corporation
By: /s/ Kenneth E. Anderson
------------------------------------------
Its: CFO
158
Respectfully submitted,
FOLEY & LARDNER LLP
/s/ John A. Simon
-------------------------------------
Judy A. O'Neill (P32142)
Laura J. Eisele (P42949)
Nicole Y. Lamb-Hale (P46202)
John A. Simon (P61866)
150 W. Jefferson Ave., Suite 1000
Detroit, Michigan 48226
ATTORNEYS FOR THE DEBTORS
159
EXHIBIT A
JOINT PLAN OF REORGANIZATION
A-1
UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MICHIGAN
SOUTHERN DIVISION
In re: )
) Case No. 03-48939
VENTURE HOLDINGS COMPANY LLC, et al.(1), ) Jointly Administered
) Honorable Thomas Tucker
Debtors. )
)
)
DEBTORS' JOINT PLAN OF REORGANIZATION
Foley & Lardner
Judy A. O'Neill (P32142)
Laura J. Eisele (P42949)
150 West Jefferson, Suite 1000
Detroit, Michigan 48226
Dated: September 24, 2003 Counsel for Debtors and Debtors-in-Possession
- ----------
(1) The Debtors include the following entities: Venture Holdings Company
LLC, Vemco, Inc., Venture Industries Corporation, Venture Mold & Engineering
Corporation, Venture Leasing Company, Vemco Leasing, Inc., Venture Holdings
Corporation, Venture Service Company, Experience Management LLC, Venture Europe,
Inc., and Venture EU Corporation.
INTRODUCTION TO PLAN
The above-captioned debtors and debtors-in-possession, Venture Holdings
Company LLC ("Venture"), Vemco, Inc., Venture Industries Corporation, Venture
Mold & Engineering Corporation, Venture Leasing Company, Vemco Leasing, Inc.,
Venture Holdings Corporation, Venture Service Company, Experience Management
LLC, Venture Europe, Inc., and Venture EU Corporation (each, including Venture,
a "Debtor" and collectively, the "Debtors"), jointly propose the following plan
of reorganization (the "Plan") pursuant to Chapter 11 of the Bankruptcy Code.
Under Section 1125(b) of the Bankruptcy Code, a vote to accept or reject
this Plan cannot be solicited from a Holder of a Claim or Interest until such
time as the Disclosure Statement has been approved by the Bankruptcy Court and
distributed to Holders of Claims or Interests. ALL HOLDERS OF CLAIMS AND
INTERESTS ARE ENCOURAGED TO READ THE PLAN AND DISCLOSURE STATEMENT IN THEIR
ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
ARTICLE 1
DEFINITIONS
The following terms used in the Plan shall have the meanings specified
below, and such meanings shall be equally applicable to both the singular and
plural forms of such terms, unless the context otherwise requires. Any term used
in the Plan, whether or not capitalized, that is not defined in the Plan, but
that is defined in the Bankruptcy Code or Bankruptcy Rules, shall have the
meaning set forth in the Bankruptcy Code or the Bankruptcy Rules.
1.01 ADMINISTRATIVE CLAIMS. The collective reference to all Claims for
post-petition costs and expenses of administration of these Cases with priority
under Section 507(a)(1), 507(b), 503(b) or 1114(e)(2) of the Bankruptcy Code,
including: (a) the actual and necessary costs and expenses incurred after the
Petition Date of preserving the Estates and operating the businesses of Debtors,
(b) any indebtedness or obligations entitled to such priority under the
Bankruptcy Code, including Professional Fees, in each case to the extent allowed
by a Final Order of the Bankruptcy Court under Sections 330(a) or 331 of the
Bankruptcy Code and (c) all fees and charges assessed against the Estates under
Section 1930, Chapter 123 of Title 28, United States Code.
1.02 ADMINISTRATIVE CLAIM BAR DATE. The date by which all applications for
treatment of a Claim as an Allowed Administrative Claim must be filed with the
Bankruptcy Court and which date shall be the 90th day after the Effective Date
for Professional Fees and the 45th day after the Confirmation Date for all other
Administrative Claims.
1.03 AFFILIATE. This term shall have the meaning assigned to it in Section
101(2) of the Bankruptcy Code; provided that for purposes of the Plan, none of
the Venture B Group shall be considered to be Affiliates of the Debtors until a
Recovery.
1.04 ALLOWANCE DATE. The date a Claim becomes an Allowed Claim.
1.05 ALLOWED. With respect to any Claim against a Debtor to the extent
that (i) such Claim has not been withdrawn, paid in full, or otherwise deemed
satisfied in full, (ii) proof of such Claim was filed on or before the Claims
Filing Bar Date or the Administrative Claim Bar Date (or, if not filed by such
date, proof of such Claim was filed with leave of the Bankruptcy Court, after
notice and a hearing and entry of a Final Order) or was deemed timely filed or,
if no proof of claim is so filed, which Claim, as of the Confirmation Date, is
listed by the Debtors in their Schedules as liquidated in amount, not disputed,
and not contingent, and (iii) no objection to the allowance of such Claim or
action to subordinate, avoid, reclassify, classify, exchange, estimate, disallow
or otherwise limit recovery with respect thereto has been filed or interposed on
or before the Claims Objection Bar Date or such an objection or action having
been so interposed, to the extent that such Claim is allowed by a Final Order;
provided, however, that notwithstanding anything to the contrary contained
herein, any Claim specifically deemed allowed or disallowed in the Plan shall
be, or not be (as the case may be), an Allowed Claim to the extent so
specifically provided in the Plan. Unless otherwise ordered by the Bankruptcy
Court prior to Confirmation, or as specifically provided to the contrary in the
Plan with respect to any particular Claim, an "Allowed Claim" shall not include,
except as to any Allowed Secured Claim (i) any interest on such Claim to the
extent accruing or maturing on or after the Petition Date, (ii) punitive or
exemplary damages, or (iii) any fine, penalty, or forfeiture.
1.06 ALLOWED ADMINISTRATIVE CLAIM. Any Administrative Claim that is an
Allowed Claim; provided, however, that, unless an extension of time is granted
in writing by the appropriate Debtor, a Holder of any Administrative Claim
arising prior to the Confirmation Date -- other than for goods or services
provided to the Debtors during the Cases in the ordinary course of business --
must file a request for payment on or before the Administrative Claim Bar Date
in order to have such Administrative Claim eligible to be considered an Allowed
Administrative Claim.
1.07 ALLOWED CLASS CLAIM. Any Allowed Claim in the particular Class
described.
1.08 ALLOWED PRIORITY CLAIM. Any Priority Claim that is an Allowed Claim.
1.09 ALLOWED REJECTION CLAIM. Any Rejection Claim that is an Allowed
Claim.
1.10 ALLOWED SECURED CLAIM. Any Secured Claim that is an Allowed Claim.
1.11 ALLOWED TAX CLAIM. Any Tax Claim that is an Allowed Claim.
1.12 AMENDED OPERATING AGREEMENT. The operating agreement of Venture as
amended effective as of the Effective Date in the form of Exhibit A.
1.13 ASSETS. All of the right, title, and interest of the Debtors in and
to any and all assets and property, whether tangible, intangible, real, or
personal, that constitute property of the Debtors' Estates within the purview of
Section 541 of the Bankruptcy Code, including without limitation, any and all
claims, Causes of Action, or rights of the Debtors under federal or state law.
1.14 AVOIDANCE ACTIONS. All Causes of Action the Debtors may assert under
Sections 502, 510, 541, 542, 543, 544, 545, 547 through 551 and 553 of the
Bankruptcy Code, or under
2
related state or federal statutes and common law, including fraudulent transfer
laws, whether or not Causes of Action are commenced to prosecute such Avoidance
Actions, but excluding any and all Causes of Action released under the Plan. A
list of Avoidance Actions is attached as Exhibit B hereto.
1.15 BANK ADEQUATE PROTECTION CLAIM. Any priority or replacement lien
claims granted to the Pre-Petition Lenders pursuant to the terms of the Cash
Collateral Order.
1.16 BANK CLAIMS. All Claims against the Debtors arising under or relating
to the Existing Bank Facility except for the Bank Pre-Petition Priority Claims.
1.17 BANK JUNIOR NOTES. Junior secured notes in the aggregate principal
amount of $50.0 million to be issued on the Effective Date to the Pre-Petition
Lenders in accordance with the Restructured Credit Agreement. The obligations
evidenced by the Bank Junior Notes will be subordinate in right of payment to
the Exit Financing Facility, and the liens securing payment of the Bank Junior
Notes will be subordinate in priority to the liens securing payment of both the
Exit Facility and the Bank Senior Notes.
1.18 BANK PRE-PETITION PRIORITY CLAIMS. Those Bank Claims, in the
approximate amount of $6 million, that are entitled, pursuant to the terms of
the Existing Bank Facility, to priority in right of payment of collateral
proceeds relative to all other Bank Claims.
1.19 BANK SECURED CLAIMS. The Allowed Secured Claims of the Pre-Petition
Lenders.
1.20 BANK SENIOR NOTES. Senior secured notes in an aggregate principal
amount equal to the total principal amount of the Bank Claims on the Effective
Date, minus $225 million. The Debtors estimate that the principal amount of the
Bank Senior Notes will be approximately $195 million. The Bank Senior Notes
shall be issued on the Effective Date to the Pre-Petition Lenders in accordance
with the Restructured Credit Agreement. The obligations evidenced by the Bank
Senior Notes will be subordinate in right of payment to the Exit Financing
Facility and the liens securing payment of the Bank Senior Notes will be
subordinate in priority to the liens securing payment of the Exit Financing
Facility.
1.21 BANKRUPTCY CODE. The Bankruptcy Reform Act of 1978, Title 11, United
States Code, as amended from time to time, and made applicable to these Cases.
1.22 BANKRUPTCY COURT. The United States Bankruptcy Court for the Eastern
District of Michigan, Southern Division, or any other court of competent
jurisdiction exercising jurisdiction over these Cases.
1.23 BANKRUPTCY RULES. The Federal Rules of Bankruptcy Procedure,
promulgated under Section 2075, Title 28, United States Code, as amended from
time to time, and made applicable to these Cases and the local rules of the
Bankruptcy Court as amended from time to time and made applicable to these
Cases.
1.24 BOARD. The board of managers, board of directors or similar governing
body of any Person, as the case may be.
3
1.25 BUSINESS DAY. A day other than a Saturday, Sunday, "legal holiday"
(as such term is defined in Bankruptcy Rule 9006(a)), or any other day on which
commercial banks in Detroit, Michigan are authorized or required by law to
close.
1.26 CASE OR CASES. Each of the Cases under Chapter 11 of the Bankruptcy
Code commenced by the Debtors on the Petition Date in the Bankruptcy Court,
styled and jointly administered under the case caption In re Venture Holdings
Company, LLC., et al. and bearing case number 03-48939.
1.27 CASH COLLATERAL ORDER. The final cash collateral order, entered by
the Bankruptcy Court on April 4, 2003, as amended from time to time.
1.28 CAUSES OF ACTION. Any and all actions, proceedings, causes of action,
suits, accounts, controversies, promises to pay, rights to legal remedies,
rights to equitable remedies, rights to payment and claims, whether known,
unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, secured or
unsecured and whether asserted or assertable directly or derivatively, in law,
equity or otherwise by any of the Debtors against any Person which exists on or
before the Effective Date, including, without limitation, the Avoidance Actions,
the Winget Actions and the Extinguished Actions. Causes of Action shall include
all claims and causes of action described in the Disclosure Statement and
Schedules and Exhibits B and C to the Plan.
1.29 CERTIFICATE OF FORMATION. The certificate of formation of Venture
Delaware.
1.30 CLAIM. Any right to payment from a Debtor arising, or with respect to
which the obligation giving rise to such right has been incurred, before the
Effective Date, whether or not such right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured; or any right arising, or with respect to
which the obligation giving rise to such right has been incurred, before the
Effective Date, to an equitable remedy for breach of performance if such breach
gives rise to a right to payment from a Debtor, whether or not such right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured, or unsecured.
1.31 CLAIMS FILING BAR DATE. October 15, 2003 or as otherwise provided in
the Order Establishing Bar Dates for Filing Proofs of Claim and Proofs of
Interest and Approving Form and Manner of Notice Thereof filed with the
Bankruptcy Court on August 29, 2003, or, in the case of Claims allowable as a
result of a judgment or order, the time set by Bankruptcy Rule 3002(4).
1.32 CLAIMS OBJECTION DEADLINE. The date which is 180 days after the
Effective Date, as the same may be from time to time extended by the Bankruptcy
Court.
1.33 CLASS. A category, designated herein, of Claims or Interests that are
substantially similar to the other Claims or Interests in such category as
specified in Article 2 of the Plan.
1.34 COMMON MEMBERSHIP INTERESTS. The common equity interests in Venture
Delaware.
4
1.35 CONFIRMATION. The entry of the Confirmation Order by the Bankruptcy
Court on the docket of the Bankruptcy Court.
1.36 CONFIRMATION DATE. The date upon which the Confirmation Order is
entered on the docket of the Bankruptcy Court.
1.37 CONFIRMATION HEARING DATE. The date or dates of the hearing on
confirmation of the Plan, as may be continued from time to time.
1.38 CONFIRMATION ORDER. The order of the Bankruptcy Court confirming the
Plan, in form and substance reasonably acceptable to the Debtors, Winget and the
Steering Committee, and in the form agreed to pursuant to the Contribution
Agreement and attached thereto.
1.39 CONTRIBUTION AGREEMENT. The Contribution Agreement in the form
attached hereto as Exhibit D, pursuant to which (and subject to the terms and
conditions thereof) Winget has committed, inter alia, to contribute on the
Effective Date the equity interests or certain assets of the Transferred Winget
Entities to Venture Delaware in exchange for 100% of the Common Membership
Interests of Venture Delaware pursuant to the terms of the Contribution
Agreement and the Plan.
1.40 CONVERSION DATE. The date that is the earlier of (i) the second
annual anniversary of the Effective Date; or (ii) the date during the Option A
Period upon which Winget exercises Option A.
1.41 CREDITOR. A Person defined as a "creditor" in Section 101(10) of the
Bankruptcy Code.
1.42 CREDITORS' COMMITTEE. The official committee of unsecured creditors
appointed in the Case pursuant to Section 1102(a) of the Bankruptcy Code.
1.43 CREDITORS' TRUST. The trust that is created pursuant to this Plan to
be administered by the Trustee with the advice and/or direction of the Oversight
Committee, all as more specifically set forth in this Plan and the Trust
Agreement.
1.44 CREDITORS' WARRANT. The warrant to be issued to the Creditor's Trust
in substantially the form of the attached Exhibit K, as described in Section
5.05 of the Plan.
1.45 DEBTOR(S). Any or a collective reference to all of Venture Holdings
Company LLC, Vemco, Inc., Venture Industries Corporation, Venture Mold &
Engineering Corporation, Venture Leasing Company, Vemco Leasing, Inc., Venture
Holdings Corporation, Venture Service Company, Experience Management LLC,
Venture Europe, Inc., and Venture EU Corporation.
1.46 DIP FACILITY. All obligations under the Post-Petition Credit
Agreement among Venture, as borrower, the Post-Petition Agent and the lenders
party thereto as amended, and all documents ancillary thereto, including,
without limitation, the guaranties of the other Debtors and Deluxe Pattern
Company executed in connection therewith.
5
1.47 DIP ORDER. The Final Order Authorizing Debtors in Possession
to Enter Into Post-Petition Financing Agreement and Obtain Post-Petition
Financing Pursuant to Sections 363 and 364 of the Bankruptcy Code and Providing
Adequate Protection and Granting Liens, Security Interests and Superpriority
Claims and Authorizing Debtors to Enter Into Access and Accommodation Agreements
entered by the Bankruptcy Court on March 31, 2003, as amended from time to time.
1.48 DISBURSING AGENT. The Reorganized Debtors or any Person
designated by the Reorganized Debtors to serve as a disbursing agent under
Article 8 of the Plan.
1.49 DISCLOSURE STATEMENT. The Disclosure Statement that relates to
and accompanies the Plan, as it may be supplemented, amended or modified from
time to time, and that is prepared and distributed in accordance with Section
1125 of the Bankruptcy Code, and in form and substance acceptable to Debtors,
the Steering Committee and Winget.
1.50 DISPUTED CLAIM. A Claim as to which a Proof of Claim has been
filed, or deemed filed under applicable law, as to which an objection has been
or may be timely filed and which objection, if timely filed, has not been
withdrawn or has not been overruled, denied or resolved by a Final Order. Prior
to the Confirmation Hearing Date, for the purposes of the Plan, unless such
Claim is temporarily allowed pursuant to Bankruptcy Rule 3018, a Claim shall be
considered a Disputed Claim in its entirety if: (i) the amount of the Claim
specified in the Proof of Claim exceeds the amount of any corresponding Claim
scheduled by a Debtor in its Schedules; (ii) any corresponding Claim scheduled
by a Debtor in its Schedules has been scheduled as disputed, contingent, or
unliquidated, irrespective of the amount scheduled; or (iii) no corresponding
Claim has been scheduled by a Debtor in its Schedules.
1.51 DISTRIBUTIONS. The distributions to be made in accordance with
the Plan of, as the case may be: (a) cash, (b) Bank Junior Notes, (c) Bank
Senior Notes, (d) Common Membership Interests, (e) Preferred Membership
Interests, (f) the Creditors' Warrant, (g) other interests in the Creditors'
Trust and (h) any other distributions to Holders of Claims under the terms and
provisions of the Plan.
1.52 EFFECTIVE DATE. The first Business Day: (a) on which no stay
of the Confirmation Order is in effect; and (b) on which all conditions in
Article 10 of the Plan have been satisfied or have been waived in accordance
with the Plan.
1.53 EMPLOYMENT AGREEMENTS. The Employment Agreements between
Venture Delaware and the CEO, CFO and other officers to be employed by Venture
Delaware after the Effective Date.
1.54 EQUITY INTERESTS. The interests of any Holder of common or
preferred equity securities of or membership interests in Venture, and all
options, warrants, put rights, contractual or otherwise, to acquire any such
equity securities or membership interests, as such interests exist immediately
prior to the Effective Date.
1.55 ESTATE. The estate of a Debtor in this Case, created pursuant
to Section 541 of the Bankruptcy Code.
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1.56 EXCHANGE ACT. The Securities Exchange Act of 1934, as now in
effect or hereafter amended.
1.57 EXECUTORY CONTRACT. Any executory contract or unexpired lease,
subject to Section 365 of the Bankruptcy Code, between a Debtor and any other
Person or Persons, specifically excluding contracts and agreements entered into
pursuant to the Plan.
1.58 EXHIBIT FILING DATE. The date on which Exhibits to the Plan
shall be filed with the Bankruptcy Court, which date shall be at least ten (10)
days prior to the Voting Deadline or such later date as may be approved by the
Bankruptcy Court.
1.59 EXISTING BANK FACILITY. The obligations under the Credit
Agreement among Venture, as Borrower, the Pre-Petition Lenders and Bank One,
N.A., as Administrative Agent (as amended, supplemented and modified to the date
of the Plan), dated as of May 27, 1999, as amended prior to the date hereof, and
all documents executed ancillary thereto.
1.60 EXIT FINANCING FACILITY. The exit financing facility obtained
by the Reorganized Debtors and pursuant to the provisions of the Plan, which
shall be senior in lien and payment priority to the Bank Senior Notes and the
Bank Junior Notes pursuant to the Subordination Agreement and which shall be a
condition to the Effective Date.
1.61 EXIT LENDERS. The lenders under the Exit Financing Facility.
1.62 EXTINGUISHED ACTIONS. Any Causes of Action that the Debtors
have against the Transferred Winget Entities.
1.63 FINAL ORDER. An order or judgment entered by the Bankruptcy
Court that has not been reversed, stayed, modified, or amended and that has not
been and may no longer be appealed from or otherwise reviewed or reconsidered,
as a result of which such order or judgment shall have become final and
non-appealable in accordance with Bankruptcy Rule 8002.
1.64 GENERAL UNSECURED CLAIMS. All Claims which are not Secured
Claims, Priority Claims, Tax Claims or Administrative Claims and are not
otherwise entitled to priority under the Bankruptcy Code or an order of the
Bankruptcy Court.
1.65 GENERAL UNSECURED CREDITORS. Creditors holding General
Unsecured Claims.
1.66 GERMAN INSOLVENCY PROCEEDINGS. Those insolvency proceedings
pending in Germany of Venture Germany GmbH, Venture Verwaltungs GmbH, Venture
Beteiligungs GmbH and Peguform GmbH & Co KG.
1.67 GUARANTY. A guaranty of payment and/or collection of the
Existing Bank Facility executed by the Transferred Winget Entities, Winget or
the Retained Entities in favor of the Pre-Petition Agent for the benefit of the
Pre-Petition Lenders.
1.68 HOLDER. A holder of a Claim or Interest.
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1.69 IMPAIRED. With respect to any Claim or Interest, that such
Claim or Interest is impaired within the meaning of Section 1124 of the
Bankruptcy Code.
1.70 INDENTURE TRUSTEE. The Huntington National Bank, the entity
currently serving as indenture trustee under the Old Senior Notes Indentures and
the Old Subordinated Notes Indenture, or any successor trustee appointed
thereunder from time to time.
1.71 INDEPENDENT DIRECTOR. A director who meets the qualifications
for being "Independent' as defined by the rules of the NASDAQ National Market.
1.72 INTERCOMPANY CLAIMS. Claims of a Debtor against another
Debtor.
1.73 INTEREST. An ownership interest in Venture as evidenced by an
equity security (as such term is defined in Section 101(16) of the Bankruptcy
Code) of Venture, any rights to any dividends or distributions as a result of
such ownership, and any option, warrant, or right to acquire any such ownership
interest.
1.74 LIEN. A charge against or interest in property to secure
payment of a debt or performance of an obligation.
1.75 MICHIGAN WORKER'S COMPENSATION PROGRAM. The self-insured
worker's compensation programs maintained in Michigan by Debtors that are
approved by the state of Michigan, Department of Consumer and Industry Services
pursuant to the Michigan Workers' Disability Compensation Act, MCL 418.101, et
seq.
1.76 NEW LEASES. New long-term leases for the Harper facility, the
Masonic building and the equipment located therein, with the Debtors, on fair
market value terms and in the form attached to the Contribution Agreement.
1.77 NOMINEE. For any Holder of a Claim or Interest, the designated
representative of any such Holder.
1.78 NOTE CLAIMS. The Old Senior Notes Claims and the Old
Subordinated Notes Claims.
1.79 OLD NOTES. The Old Senior Notes and Old Subordinated Notes,
collectively.
1.80 OLD SENIOR NOTES. Collectively, the 9-1/2% Senior Notes due
2005, and the 11% Senior Notes due 2007, as amended.
1.81 OLD SENIOR NOTES CLAIMS. All Claims against the Debtors on
account of, or relating to, the Old Senior Notes or arising under the Old Senior
Notes Indenture, including any Claim arising from any guaranty of such Old
Senior Notes.
1.82 OLD SENIOR NOTES INDENTURES. The Indenture dated as of July 1,
1997, as amended, among Venture Holdings Trust, Vemco, Inc., Vemco Leasing,
Inc., Venture Industries Corporation, Venture Holdings Corporation, Venture
Leasing Company, Venture Mold & Engineering Corporation and Venture Service
Company, as Issuers, and The Huntington
8
National Bank, as Trustee, pursuant to which the 9-1/2% Senior Notes due 2005
were issued, and the Indenture dated as of May 27, 1999, between Venture
Holdings Trust, as Issuer, and The Huntington National Bank, as Trustee,
pursuant to which the 11% Senior Notes due 2007 were issued, collectively.
1.83 OLD SUBORDINATED NOTES. The 12% Senior Subordinated Notes due
2009, as amended.
1.84 OLD SUBORDINATED NOTES CLAIMS. All Claims against the Debtors
on account of, or relating to, the Old Subordinated Notes or arising under the
Old Subordinated Notes Indenture, including any Claim arising from any guaranty
of such Old Subordinated Notes.
1.85 OLD SUBORDINATED NOTES INDENTURE. The indenture dated as of
May 27, 1999, as amended, between Venture Holdings Trust, as Issuer, and The
Huntington National Bank, as Trustee, pursuant to which the 12% Senior
Subordinated Notes due 2009 were issued.
1.86 OPERATING AGREEMENT. The limited liability agreement of
Venture Delaware which (i) shall set forth the rights and preferences of the
Common Membership Interests and the Preferred Membership Interests; and (ii) is
in the form attached as Exhibit N to the Contribution Agreement.
1.87 OPTION A. An option of Winget during the Option A Period to
cause Venture Delaware to redeem 100% of the Preferred Membership Interests for
the Option A Exercise Price, as more specifically set forth in the Operating
Agreement.
1.88 OPTION A EXERCISE PRICE. The cash exercise price equal to the
par amount of the Preferred Membership Interests plus all accrued and unpaid
dividends at the time that Option A is exercised.
1.89 OPTION A PERIOD. A period of two years after the Effective
Date.
1.90 OTHER SECURED CLAIMS. Any Secured Claim other than the Bank
Group Secured Claims.
1.91 OVERSIGHT COMMITTEE. A three member committee comprised of
representatives selected in accordance with the Trust Agreement, that will
supervise the prosecution, valuation and distribution of Trust Assets.
1.92 PERSON. An individual, a corporation, a partnership, a limited
liability company, an association, a joint stock company, a joint venture, an
estate, a trust, an unincorporated organization, a government or any political
subdivision thereof, or any other entity.
1.93 PETITION DATE. March 28, 2003.
1.94 PLAN. This Joint Plan of Reorganization and all supplements
and exhibits hereto, as the same may be amended or modified by the Debtors from
time to time pursuant to and in accordance with the Plan, the Bankruptcy Code,
the Bankruptcy Rules and the Contribution Agreement.
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1.95 POST-PETITION AGENT. Bank One, N.A. as the Administrative
Agent under the DIP Facility.
1.96 PRE-PETITION AGENT. Bank One, N.A. as the Administrative Agent
under the Existing Bank Facility.
1.97 PRE-PETITION LENDERS. The financial institutions party to the
Existing Bank Facility as lenders, including the Pre-Petition Agent, and their
respective successors and assigns.
1.98 PREFERRED MEMBERSHIP INTERESTS. $175.0 million of preferred
membership interests of Venture Delaware having the rights and preferences set
forth in the Operating Agreement, including certain voting rights and the right
to appoint directors to the Board.
1.99 PRIORITY CLAIMS. All Claims that are entitled to priority
pursuant to Section 507(a) of the Bankruptcy Code and that are not
Administrative Claims or Tax Claims.
1.100 PROFESSIONAL[S]. Any professional(s) employed in this Case
pursuant to Section 327 or Section 1103 of the Bankruptcy Code or otherwise, and
any professional(s) seeking compensation or reimbursement of expenses in
connection with this Case pursuant to Sections 330, 331, and/or 503(b)(4) of the
Bankruptcy Code.
1.101 PROFESSIONAL FEES. All fees due and owing to any Professional
for compensation or reimbursement of costs and expenses relating to services
incurred after the Petition Date and prior to and including the Effective Date,
other than the Professionals for the Pre-Petition Lenders who are paid pursuant
to the DIP Facility and the Existing Bank Facility.
1.102 PROOF OF CLAIM. Any written statement filed under oath in this
Case by a Creditor, in conformance with the Bankruptcy Code and Bankruptcy Rules
in which such Creditor sets forth the amount owed and sufficient detail to
identify the basis for a Claim.
1.103 PRO RATA. Proportionately, so that a Pro Rata distribution
with respect to an Allowed Claim of a particular Class bears the same ratio to
all distributions on account of a particular Class or Classes, as the dollar
amount of such Allowed Claim bears to the dollar amount of all Allowed Claims in
such Class or Classes.
1.104 RECORD DATE. The deadline set by the Bankruptcy Court for
determining the Holders of Claims and Interests entitled to vote on the Plan
which shall be, in any case, not later than the date of entry of an order
approving the Disclosure Statement.
1.105 RECOVERY OR RECOVERED. With respect to any Venture B Group
entity, the return of control of such company to such entity's direct or
indirect U.S. parent upon the conclusion of the German Insolvency Proceedings
related to such entity (which conclusion may occur prior to the termination
thereof in accordance with applicable law).
1.106 REGISTRATION RIGHTS AGREEMENT. A registration rights agreement
pursuant to which the Holders of the Preferred Membership Interests would be
entitled to certain registration rights.
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1.107 REJECTION CLAIMS. All Claims arising as a result of a Debtor's
rejection of executory contracts pursuant to Sections 365 and 1123 of the
Bankruptcy Code, subject to the limitations provided in Section 502(b) of the
Bankruptcy Code. To the extent a Rejection Claim is secured, it will be
considered an Other Secured Claim for purposes of treatment in this Plan.
1.108 REORGANIZATION DOCUMENTS. The Restructured Credit Agreement,
the Bank Senior Notes, the Bank Junior Notes, the Preferred Membership
Interests, the Common Membership Interests, the Operating Agreement, the Amended
Operating Agreement, the Certificate of Formation, the Contribution Agreement
(and exhibits thereto), the Subordination Agreement, the New Leases, the
Registration Rights Agreement, the Creditors' Warrant, the Trust Agreement, the
Employment Agreements, the Exit Financing Facility and all other documents
necessary to effectuate the Plan, which documents shall (a) be filed by the
Debtors with the Bankruptcy Court not later than twenty (20) days before the
commencement of the Confirmation Hearing, unless otherwise specified herein; and
(b) be reasonably satisfactory to Winget, the Steering Committee and the
Debtors.
1.109 REORGANIZED DEBTORS. The Debtors from and after the Effective
Date determined after giving effect to the transactions contemplated by the
Plan, including the transactions contemplated under the Contribution Agreement.
1.110 REORGANIZED VENTURE. The Reorganized Debtors and Venture
Delaware taken as a whole (including all contributed assets and all indirect and
direct subsidiaries of the Reorganized Debtors and Venture Delaware) after the
Effective Date of the Plan.
1.111 RESTRUCTURED CREDIT AGREEMENT. The post-Confirmation credit
agreement governing the notes issued to the Pre-Petition Lenders in Class 3
under the Plan.
1.112 RETAINED ACTIONS. Means (a) all claims, rights of action,
suits and proceedings, whether in law or in equity, whether known or unknown,
which any Debtor may hold against any Person, including, without limitation, any
Causes of Action brought prior to the Petition Date, and actions against any
Persons for failure to pay for products or services provided or rendered by the
Debtors, (b) all claims, Causes of Action, suits and proceedings relating to
strict enforcement of the Debtors' intellectual property rights, including
patents, copyrights and trademarks, and (c) all claims or Causes of Action
seeking the recovery of the Debtors' accounts receivable or other receivables or
rights to payment created or arising in the ordinary course of the Debtors'
business.
1.113 RETAINED ENTITIES. Those entities listed on Exhibit D to the
Contribution Agreement.
1.114 SCHEDULES. The schedules of assets and liabilities and the
statements of financial affairs filed in the Bankruptcy Court by the Debtors, if
any, as such schedules or statements may be amended or supplemented from time to
time in accordance with Bankruptcy Rule 1009 or orders of the Bankruptcy Court.
1.115 SECURED CLAIMS. All Claims that are secured by a valid,
perfected, enforceable, and non-avoidable Lien on any of the assets of a Debtor
or that are subject to setoff under Section 553 of the Bankruptcy Code, to the
extent of the value of the interest of each Holder of
11
such Claim in such Debtor's interest in the liened Assets or to the extent of
the amount of the setoff, as applicable; provided, however, that if the Holder
of a Secured Claim elects application of Section 1111(b)(2) of the Bankruptcy
Code, then such Holder's Claim shall be a Secured Claim to the extent such Claim
is Allowed.
1.116 SENIOR MANAGEMENT. The Chief Executive Officer, the Chief
Financial Officer, the Chief Operating Officer and the General Counsel of
Venture Delaware.
1.117 SPECIAL COMMITTEE. A special committee of the Board of Venture
Delaware consisting solely of the CEO and the designees of the Holders of the
Preferred Membership Interests, which committee shall have the sole and
exclusive power and authority to evaluate and approve or reject any proposed
related party transaction.
1.118 STEERING COMMITTEE. The Pre-Petition Agent, Barclays Bank PLC,
Highland Capital Management, L.P., Marathon Asset Management, LLC, Apollo
Management, LP and Black Diamond Capital Management L.L.C.
1.119 SUBORDINATION AGREEMENT. An intercreditor and subordination
agreement between the Pre-Petition Lenders and the Exit Lenders, which may
include, at a minimum, the terms set forth on Exhibit E.
1.120 TAX CLAIMS. All Claims that are entitled to priority under
Section 507(a) (8) of the Bankruptcy Code.
1.121 TRANSFERRED WINGET ENTITIES. The entities and assets (a)
listed in Exhibit E to the Contribution Agreement and (b) to be transferred
pursuant to Section 9.3(h) of the Contribution Agreement.
1.122 TRUST AGREEMENT. That certain trust agreement which is to
govern the Creditors' Trust, substantially in the form attached as Exhibit F to
this Plan, pursuant to which, among other things, the Trust Assets shall be
liquidated and distributed to the General Unsecured Creditors, in a manner
consistent with the terms of this Plan.
1.123 TRUST ASSETS. The Winget Actions, other than the Extinguished
Actions, the Creditors' Warrant and any equity interests issued pursuant to the
exercise thereof and the Avoidance Actions.
1.124 TRUSTEE. The trustee of the Creditors' Trust as designated in
the Trust Agreement.
1.125 UNIMPAIRED. Means, with respect to any Claim, that such Claim
is not impaired within the meaning of Section 1124 of the Bankruptcy Code.
1.126 UNSECURED CONVENIENCE CLAIMS. Allowed Claims of General
Unsecured Creditors which are either (a) in an amount less than $10,000; or (b)
in an amount in excess of $10,000 which are reduced by an irrevocable written
election of the Holder of such Claim made on a properly delivered ballot;
provided, however, that (y) individual General Unsecured Claims of a single
Holder that are Allowed in an amount of $10,000 or less will not be treated as
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separate Unsecured Convenience Claims if the aggregate of all General Unsecured
Claims held by such Holder exceeds $10,000 and no such election is made, and (z)
any General Unsecured Claim that was originally Allowed in excess of $10,000 may
not be subdivided into multiple General Unsecured Claims of $10,000 or less for
purposes of receiving treatment as an Unsecured Convenience Claim.
1.127 VALUATION DETERMINATION DATE. The date on which the Bankruptcy
Court values the elements of the Creditors' Warrant.
1.128 VALUE OF DEBTORs. The fair market value of the Debtors,
including the Debtors' interests in their direct and indirect subsidiaries as of
the Effective Date, determined in accordance with the Warrant Valuation
Procedures, exclusive of the Value of the Venture B Assets.
1.129 VALUE OF EXTINGUISHED ACTIONS. The value (after giving
consideration to all defenses, counterclaims, offsets or similar rights and
litigation costs) of each Extinguished Action on an entity by entity basis as of
the Effective Date, determined either (i) by a Bankruptcy Rule 9019 settlement
between the Debtors and the Transferred Winget Entities approved prior to the
Valuation Determination Date, or (ii) by the Bankruptcy Court in accordance with
the Warrant Valuation Procedures. For purposes of determining the Value of the
Extinguished Actions, defenses shall include the consideration, to the extent
relevant, of, among other things (a) Liens of the Pre-Petition Lenders on the
assets subject to the Extinguished Actions, (b) any subrogation rights of the
Transferred Winget Entities or Winget subject to defenses, if any, and (c) the
amount of any Claims which would have priority over Class 5 Claims (to the
extent that such priority claims do not reduce the positive balance, if any of
the sum specified in (a)(i) above).
1.130 VALUE OF REORGANIZED VENTURE. The fair market value of the
common equity in Reorganized Venture, determined in accordance with the Warrant
Valuation Procedures (and taking into account, for purposes of such valuation,
the Reorganized Venture's interests in the Venture B Assets).
1.131 VALUE OF VENTURE B ASSETS. The fair market value of the
Debtors' interests in the Venture B Assets as of the Effective Date determined
either (i) by receipt by Venture of actual net after-tax proceeds of the sale of
the Venture B Assets if the sale occurs prior to the Valuation Determination
Date or (ii) in accordance with the Warrant Valuation Procedures.
1.132 VENDOR SUPPORT AGREEMENT. An agreement substantially in the
form of Exhibit G to the Plan pursuant to which a General Unsecured Creditor
agrees to provide post-Confirmation credit on terms set forth in such agreement,
including, without limitation, customary pricing terms, no less than net-60 day
payment terms and credit limits no less than those which were in place as of
January 1, 2002, to one or more of the Reorganized Debtors, which agreement
shall be executed and delivered to the Reorganized Debtors on or before the
Effective Date.
1.133 VENDOR SUPPORT CLAIMS. Claims of the General Unsecured
Creditors who execute and deliver a Vendor Support Agreement.
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1.134 VENTURE. Venture Holdings Company LLC, a Michigan limited
liability company and one of the Debtors hereunder.
1.135 VENTURE B ASSETS. The Peguform related assets in Germany,
Spain, Mexico and Brazil that are owned by the Venture B Group.
1.136 VENTURE B GROUP. The entities listed on Exhibit H to the Plan.
1.137 VENTURE DELAWARE. Venture Companies, LLC, a new Delaware
limited liability company, which will be formed on or before the Effective Date.
1.138 VOTING DEADLINE. The date established by the Bankruptcy Court
as the last date by which Creditors are required to submit ballots in favor of
or against the Plan, as such date may be extended from time to time.
1.139 WARRANT VALUATION PROCEDURES. The procedure by which the
Bankruptcy Court will estimate the Value of the Creditors' Warrant as set forth
in Section 5.05(b) of the Plan.
1.140 WINGET. Larry Winget.
1.141 WINGET ACTIONS. All Causes of Action (if any) that the Debtors
have against Winget (personally), companies or entities controlled by Winget or
Affiliates of Winget that are not Extinguished Actions.
ARTICLE 2
CLASSIFICATION OF CLAIMS AND INTERESTS
In accordance with Section 1123(a) (1) of the Bankruptcy Code,
Administrative Claims, Tax Claims and DIP Facility Claims have not been
classified. For the purposes of the Plan, Claims against, or Interests in, the
Debtors are grouped as follows in accordance with Section 1122(a) of the
Bankruptcy Code:
2.01 CLASS 1. PRIORITY CLAIMS. Class 1 consists of all Allowed
Priority Claims. Class 1 is Unimpaired.
2.02 CLASS 2. BANK PRE-PETITION PRIORITY CLAIMS. Class 2 consists
of all Allowed Bank Pre-Petition Priority Claims. Class 2 is Impaired.
2.03 CLASS 3. BANK CLAIMS. Class 3 consists of all Allowed Bank
Claims, including all Bank Secured Claims and all Bank Adequate Protection
Claims, held by the Holders of Bank Claims. Class 3 is Impaired.
2.04 CLASS 4. OTHER SECURED CLAIMS. Class 4 consists of all Other
Secured Claims. Each Other Secured Claim shall constitute a separate sub-class
(designated, for example, as Class 4.1) for purposes of voting and distribution.
Class 4 is Unimpaired.
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2.05 CLASS 5. GENERAL UNSECURED CLAIMS. Class 5 consists of all
Allowed General Unsecured Claims, including the Note Claims, but excluding (i)
Unsecured Convenience Claims and (ii) Vendor Support Claims. Class 5 is
Impaired.
2.06 CLASS 6. VENDOR SUPPORT CLAIMS. Class 6 consists of all
Holders of Allowed General Unsecured Claims who opt to become Holders of Vendor
Support Claims. Class 6 is Impaired.
2.07 CLASS 7. UNSECURED CONVENIENCE CLAIMS. Class 7 consists of all
Allowed Unsecured Convenience Claims. Class 7 is Impaired.
2.08 CLASS 8. EQUITY INTERESTS. Class 8 consists of all Allowed
Equity Interests. Class 8 is Impaired.
ARTICLE 3
TREATMENT OF UNCLASSIFIED CLAIMS
3.01 ADMINISTRATIVE CLAIMS. Each Holder of an Allowed
Administrative Claim, except for Holders of DIP Facility Claims and Bank
Adequate Protection Claims, shall receive, in full satisfaction of such Allowed
Claim, cash equal to the amount of such Claim on the later of (i) the Effective
Date and (ii) the date that is ten (10) days after the Allowance Date, unless
such Holder shall have agreed to different treatment of such Allowed Claim;
provided, however, that Allowed Administrative Claims representing obligations
incurred in the ordinary course of business by a Debtor shall be paid or
performed in accordance with the terms and conditions of the particular
transactions and any agreements relating thereto. Nothing herein shall be deemed
to accelerate a Debtor's obligation to make payment on account of any
Administrative Claim that is not due and owing as of the Confirmation Date, is
not Allowed, or is subject to ongoing objections in the Bankruptcy Court or
other court of competent jurisdiction.
3.02 TAX CLAIMS. Each Holder of an Allowed Tax Claim shall receive
in full satisfaction of such Allowed Tax Claim, at the election of the relevant
Debtor, in its sole discretion, either (i) cash equal to the amount of such
Claim on the later of (1) the Effective Date, and (2) the date that is 10 days
after the Allowance Date, unless such Holder shall have agreed to different
treatment of such Allowed Claim, (ii) in accordance with Section 1129(a)(9)(C)
of the Bankruptcy Code, cash payments in equal monthly installments commencing
on the first Business Day of the month succeeding the month in which the
Effective Date occurs and continuing on the first Business Day of each month
thereafter, until the month which is six (6) years after the date of assessment
of such Claim totaling the principal amount of such Claim plus interest on any
outstanding balance from the Effective Date calculated at the interest rate
equal to the Applicable Federal Rate as determined in accordance with Section
1274(d) of the Internal Revenue Code of 1986, as amended and the regulations
promulgated thereunder, or (iii) such other treatment as to which the Holder of
such Allowed Tax Claim shall have agreed in writing; provided, however, that any
Claim or demand for payment of a penalty (other than a penalty of the type
specified in Section 507(a)(8)(G) of the Bankruptcy Code) shall be disallowed
pursuant to this Plan and the Holder of an Allowed Tax Claim shall not assess or
attempt to collect such penalty from the Debtors, their Estates, the Trust,
Reorganized Venture, or their property.
15
3.03 DIP FACILITY CLAIMS. On the Effective Date, in full
satisfaction of the DIP Facility Claim, the DIP Facility Lenders shall receive
(i) cash in an amount equal to the then outstanding amount of such DIP Facility
Claim (including all accrued and all unpaid interest, fees and expenses) plus
(ii) a comprehensive release of claims from the Debtors and in favor of each DIP
Facility Lender.
3.04 U.S. TRUSTEE FEES. The United States Trustee's quarterly fees
shall be paid in full without prior approval pursuant to 28 U.S.C. Section 1930
on or before the Effective Date. All fees payable pursuant to 28 U.S.C. Section
1930 will be paid by each of the Reorganized Debtors in accordance therewith
until the closing of its respective Case pursuant to Section 350(a) of the
Bankruptcy Code.
ARTICLE 4
TREATMENT OF CLASSES THAT ARE UNIMPAIRED UNDER THE PLAN
4.01 CLASSES THAT ARE UNIMPAIRED. Classes 1 and 4 are Unimpaired.
Therefore, pursuant to Section 1126(f) of the Bankruptcy Code, the Holders of
Allowed Claims in such Classes are conclusively presumed to have accepted the
Plan. Nothing herein shall be deemed to accelerate any Debtor's obligation to
make payment on account of any Claim in a Class which is Unimpaired under the
Plan or affect the timing of payment under applicable non-bankruptcy law.
Additionally, the Debtors shall retain all rights to dispute or challenge any
Claim asserted hereunder which shall constitute a Claim in a Class that is
Unimpaired under the Plan.
4.02 CLASS 1 - PRIORITY CLAIMS. Unless the Holder of an Allowed
Priority Claim and the Debtors agree to a different treatment, each Holder of an
Allowed Priority Claim shall receive, in full satisfaction of such Allowed
Claim, cash equal to the amount of such Allowed Claim on the latest of (i) the
Effective Date, (ii) the date that is 10 days after the Allowance Date of such
Claim, and (iii) the date when such Allowed Claim becomes due and payable
according to its terms and conditions.
4.03 CLASS 4 - OTHER SECURED CLAIMS. Unless the Holder of an
Allowed Other Secured Claim and the Debtors agrees to a different treatment,
either (a) the legal, equitable, and contractual rights of Holders of Other
Secured Claims shall be reinstated on the Effective Date, or (b) the Debtor
shall (i) cure any pre-petition default (other than defaults of the kind
specified in Section 365(b)(2) of the Bankruptcy Code), (ii) reinstate the
maturity of such Other Secured Claim, (iii) compensate the Holder of an Allowed
Other Secured Claim for any damage satisfying Section 1124(2)(c) of the
Bankruptcy Code, and (iv) not otherwise alter the legal, equitable or
contractual rights to which such Other Secured Claim entitles the Holder. The
Debtors' failure to object to such Other Secured Claims in the Case shall be
without prejudice to the Debtors' right to contest or otherwise defend against
such Claims in the Bankruptcy Court or other appropriate non-bankruptcy forum
(at the option of the Debtors) when and if such Claims are sought to be enforced
by the Holder of the Other Secured Claim. All pre-Petition Date Liens on
property of the Debtors held by or on behalf of the Holder of Other Secured
Claims with respect to such Claims shall survive the Effective Date and continue
in accordance with the contractual terms of the underlying agreements with such
Holders until, as to each such Holder, the Allowed Claims of such Holder of an
Other Secured Claim are paid in full.
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ARTICLE 5
TREATMENT OF CLASSES THAT ARE IMPAIRED UNDER THE PLAN
5.01 IMPAIRED CLASSES. Classes 2, 3, 5, 6, 7, and 8 are Impaired.
Holders of Allowed Claims in Classes 2, 3, 5, 6 and 7 are allowed to vote as a
Class to accept or reject the Plan. Holders of Class 8 Equity Interests are
deemed to have rejected the Plan pursuant to Section 1126(g) of the Bankruptcy
Code.
5.02 ACCEPTANCE BY AN IMPAIRED CLASS. In accordance with Section
1126(c) of the Bankruptcy Code, and except as provided in Section 1126(e) of the
Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if the
Plan is accepted by the Holders of at least two-thirds (2/3) in dollar amount
and more than one-half (1/2) in number of the Allowed Claims of such Class that
have timely and properly voted to accept or reject the Plan.
5.03 CLASS 2 - BANK PRE-PETITION PRIORITY CLAIMS. The Bank
Pre-Petition Priority Claims, including all accrued and all unpaid interest,
fees and expenses thereon, will be deemed to be Allowed Claims and, in full
satisfaction of such Claims, will be paid in full in cash on the Effective Date.
5.04 CLASS 3 - BANK CLAIMS. The Bank Claims shall be Allowed in an
amount equal to the sum of (i) the principal amount of the Bank Claims as of the
Petition Date, plus all unpaid interest and fees accrued through the Petition
Date, plus (ii) all interest and fees (if any) to which the Pre-Petition Lenders
are entitled under Section 506(b) of the Bankruptcy Code. On the Effective Date,
in full satisfaction of all of the obligations of the Debtors and the
Transferred Winget Entities in respect of the Bank Claims (including all Bank
Secured Claims and all Bank Adequate Protection Claims) and the Guaranties, the
Disbursing Agent shall distribute to the Pre-Petition Agent (for the benefit of
the Pre-Petition Lenders) and without further notice, application or hearing,
(a) cash in an amount equal to all interest accrued on the Bank Claims through
the Effective Date plus all unreimbursed fees and expenses incurred by the
Pre-Petition Agent through the Effective Date (regardless of whether such
interest and fees are allowed, or allowable, pursuant to Section 506(b) of the
Bankruptcy Code), (b) cash in an amount equal to 0.5% of the face amount of the
Preferred Membership Interests and the aggregate principal amount of the Bank
Senior Notes and the Bank Junior Notes, (c) the Bank Senior Notes, (d) the Bank
Junior Notes, and (e) the Preferred Membership Interests. In addition, on the
Effective Date: (1) the Pre-Petition Lenders shall be released from any and all
claims held by the Debtors, (2) letters of credit outstanding prior to the
Petition Date shall be cancelled and/or assumed and deemed issued under the Exit
Financing Facility, (3) all pre-petition liens on property of the Debtors held
by or on behalf of the Pre-Petition Lenders shall survive the Effective Date and
shall secure the obligations evidenced by the Bank Senior Notes and the Bank
Junior Notes, but such liens shall be subordinate in priority to the liens
granted to secure payment of the Exit Financing Facility and shall be subject to
the Subordination Agreement, (4) all Guaranties executed by the Debtors (and
their direct and indirect subsidiaries) in favor of the Pre-Petition Lenders
shall be replaced by the Guaranties executed in connection with the Restructured
Credit Agreement, and (5) the obligations evidenced by the Bank Senior Notes and
the Bank Junior Notes shall further be secured by the liens more specifically
described in the Restructured Credit Agreement. The Pre-Petition Lenders shall
be entitled to retain all payments made to the Pre-Petition Lenders prior to the
Effective Date. Guaranties executed by the Transferred Winget
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Entities, together with the Liens and security interests granted by the
Transferred Winget Entities to secure repayment of such Guaranty obligations,
shall be replaced by the Liens, Guaranties and other rights granted to the
Pre-Petition Lenders under the Restructured Credit Agreement and the ancillary
documents executed in connection therewith. Guaranties executed by the Retained
Entities and Winget in favor of the Pre-Petition Lenders, together with the
Liens and security interests granted by the Retained Entities and Winget to
secure repayment of such Guaranty obligations, shall be released and discharged
upon the Effective Date.
5.05 CLASS 5 - GENERAL UNSECURED CLAIMS. Each Holder of an Allowed
Class 5 Claim shall be entitled to receive, in full satisfaction of such Claim,
its respective Pro Rata distribution of Trust Assets from the Creditors' Trust
(subject to any contractual subordination provisions, including the
subordination provisions referenced in Section 8.14 of the Plan). The Trust
Assets includes the Creditors' Warrant, which will be valued as follows:
(a) Each Allowed Claim in Class 5 shall be entitled to
receive its Pro Rata share of the Common Membership Interests in
Venture Delaware represented by the following formula (the "Warrant
Valuation Formula"):
(i) Numerator:
(A) the sum of (I) Value of Debtors,
plus (II) Value of Venture B Assets, to the extent
that such sum exceeds the aggregate amount of Allowed
Claims in Classes 2 and 3 and other Claims which
would have priority over Class 5 Claims. In the event
the sum is less than zero, the sum shall be deemed to
be zero.
Plus:
(B) Value of Extinguished Actions.
(ii) Denominator: Value of Reorganized Venture
(b) WARRANT VALUATION PROCEDURES. On or before the
hearing on the Disclosure Statement, the Debtors shall file a
procedures motion with the Bankruptcy Court describing the procedures
by which the Bankruptcy Court shall determine, as necessary, the Value
of the Extinguished Actions, Value of the Venture B Assets, Value of
Debtors and Value of Reorganized Venture (the "Warrant Valuation
Procedures").
5.06 CLASS 6 - VENDOR SUPPORT CLAIMS. Each Holder of an Allowed
Class 5 Claim who (i) provided goods or services to the Debtors prior to the
Petition Date, (ii) elects, on its ballot, to agree to a Vendor Support
Agreement and (iii) executes and delivers a Vendor Support Agreement, shall
receive, in lieu of the treatment such Claim would otherwise receive as an
Allowed General Unsecured Claim, in full satisfaction of such Claim, cash in an
amount equal to 50% of its Allowed General Unsecured Claim, which shall be paid
in ten (10) monthly installments equal to 5% of such Allowed Claim, beginning on
the first Business Day of the 4th full month following the month in which the
Effective Date occurs and continuing on the first Business Day of each month
thereafter until such Allowed Claim is paid 50% of the Allowed
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General Unsecured Claim. In the event, however, that the Bankruptcy Court
concludes that the foregoing treatment renders the Plan unfairly discriminatory
in relation to other non-accepting classes of unsecured creditors (if any), then
Holders of the Vendor Support Claims shall be deemed to be included in (and to
receive the treatment prescribed for) Class 5 General Unsecured Claims and their
vote in Class 6 shall not count. In addition to their votes in Class 6, Holders
of Vendor Support Claims are entitled to vote upon the treatment prescribed for
Class 5 General Unsecured Claims and such votes (i) shall be counted in the
event that the Class 6 treatment is determined to have rendered the Plan
unfairly discriminatory, and (ii) shall not be counted to the extent the Class 6
treatment is approved.
5.07 CLASS 7 - UNSECURED CONVENIENCE CLAIMS. All Allowed Unsecured
Convenience Claims shall be paid not later than 120 days after the Effective
Date, in full satisfaction of such Claims, cash equal to 75% of the Allowed
Claims.
5.08 CLASS 8 - EQUITY INTERESTS. On the Effective Date, all of the
Class 8 Equity Interests shall be cancelled and shall be deemed to have rejected
the Plan.
5.09 INTERCOMPANY CLAIMS. All Intercompany Claims will, in the sole
discretion of the applicable Debtor or Venture Delaware, (a) be preserved and
reinstated, (b) be released, waived and discharged as of the Effective Date, or
(c) be contributed to the capital of the obligee corporation.
5.10 NON-CONSENSUAL CONFIRMATION. In the event that any of Classes
5, 6 or 7 fail to accept the Plan, the Debtors reserve the right (i) to modify
the Plan in accordance with Article 14 of the Plan and the Contribution
Agreement, and (ii) to request that the Bankruptcy Court confirm the Plan in
accordance with Section 1129(b) of the Bankruptcy Code notwithstanding such lack
of acceptance by finding that the Plan provides fair and equitable treatment to
any impaired Class of Claims voting to reject the Plan.
ARTICLE 6
MEANS FOR IMPLEMENTATION OF THE PLAN
6.01 VENTURE DELAWARE FORMATION; CONTRIBUTION OF TRANSFERRED WINGET
ENTITIES. On or prior to the Effective Date, Venture Delaware will be organized
as a new Delaware limited liability company, the Operating Agreement will be
executed and Venture Delaware will become the parent entity of Venture. Subject
to and in accordance with the terms and conditions of the Contribution
Agreement, the Transferred Winget Entities will be contributed to Venture
Delaware and the other transactions contemplated by the Contribution Agreement
will occur.
6.02 AMENDED OPERATING AGREEMENT. On the Effective Date, the
operating agreement of Venture shall be amended pursuant to Exhibit A hereto
which is by reference incorporated herein.
6.03 AGREEMENTS ON THE EFFECTIVE DATE. In order to implement the
Plan, the Debtors anticipate that the following agreements, among others (each
of which shall be a Reorganization Document), will be executed or implemented,
on or prior to the Effective Date:
(a) the Exit Financing Facility;
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(b) the Restructured Credit Agreement;
(c) the Bank Senior Notes;
(d) the Bank Junior Notes;
(e) the Trust Agreement;
(f) the Contribution Agreement;
(g) the Creditors' Warrant;
(h) the Preferred Membership Interests;
(i) the Common Membership Interests;
(j) the New Leases;
(k) the Employment Agreements;
(l) the Subordination Agreement;
(m) the Certificate of Formation;
(n) the Amended Operating Agreement;
(o) the Operating Agreement;
(p) the Registration Rights Agreement; and
(q) all other documents necessary to effectuate the Plan.
All of the above documents shall be (a) filed by the Debtors with the
Bankruptcy Court not later than twenty (20) days before the commencement of the
Confirmation Hearing unless otherwise specified herein, and (b) reasonably
satisfactory to Winget, the Steering Committee and the Debtors.
6.04 CANCELLATION OF AGREEMENTS. On the Effective Date, except as
specifically provided in this Plan, (a) any note, bond, indenture, or other
instrument or document evidencing or creating any indebtedness or obligation of
the Debtors and all options, warrants and rights (whether fixed or contingent,
matured or unmatured, disputed or undisputed, contractual, legal, equitable or
otherwise) to acquire any of the foregoing, except such notes or other
instruments evidencing indebtedness or obligations of the Debtors that are
reinstated under the Plan, shall be cancelled, and (b) the obligations of or
Claims against the Debtors under, relating, or pertaining to any agreements,
indenture, or similar document governing any other note, bond, indenture, or
other instrument or document evidencing or creating any indebtedness or
obligation of the Debtors, except such notes or other instruments evidencing
indebtedness or obligations of the Debtors that are reinstated under the Plan,
as the case may be, shall be released and discharged.
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6.05 CORPORATE ACTION.
(a) The Operating Agreement shall, among other things:
(i) authorize the issuance of Common Membership Interests, and of
Preferred Membership Interests, (ii) prohibit the issuance of nonvoting
equity securities, as required by Section 1123(a)(6) of the Bankruptcy
Code, subject to further amendment of such certificate of incorporation
and bylaws as permitted by applicable law and (iii) effectuate the
provisions of the Plan, in each case without any further action by the
members, managers, stockholders or directors of the Debtors or Venture
Delaware.
(b) On the Effective Date, the execution and delivery of
each Reorganization Document and any other document necessary to
effectuate the transactions contemplated herein and therein, and all
other actions contemplated by the Plan, the Reorganization Documents,
or such other documents shall be authorized and approved in all
respects (subject to the provisions of the Plan). All matters provided
for in the Plan involving the corporate structure of the Debtors or
Venture Delaware, and any corporate action required by the Debtors or
Venture Delaware in connection with the Plan, shall be deemed to have
occurred and shall be in effect, without any requirement of further
action by the security holders or directors of the Debtors or Venture
Delaware. On the Effective Date, the appropriate officers of Venture
Delaware and members of the Boards of Reorganized Venture are
authorized and directed to issue, execute and deliver the agreements,
documents, securities and instruments contemplated by the Plan in the
name of, and on behalf of, Reorganized Venture.
6.06 ISSUANCE OF COMMON MEMBERSHIP INTERESTS, PREFERRED MEMBERSHIP
INTERESTS, CREDITORS' WARRANT AND OPTION A.
(a) On the Effective Date, pursuant to the Contribution
Agreement and the Plan: (i) Winget shall receive in exchange for his
contribution of the Transferred Winget Entities pursuant to the
Contribution Agreement, 100% of the Common Membership Interests; (ii)
Holders of Claims in Class 3 shall receive 100% of the Preferred
Membership Interests; and (iii) the Trustee of the Creditor's Trust
will hold the Creditors' Warrant.
(b) Winget will have an option during the Option A Period
to cause Venture Delaware to redeem all outstanding Preferred
Membership Interests for the Option A Exercise Price as more
specifically set forth in the Operating Agreement.
6.07 BOARD. Prior to the Conversion Date, the Board of Venture
Delaware shall consist of seven (7) members. The Chief Executive Officer will
serve as a director. Holders of Common Membership Interests will be entitled to
designate three (3) directors, two (2) of whom will be Independent Directors and
one (1) of whom shall be Winget or his designee, who will act as Chairman of the
Board. Holders of the Preferred Membership Interests will be entitled to
designate three (3) directors, each of whom will be Independent Directors. At
least three (3) Business Days prior to the deadline for filing objections to
confirmation of the Plan, the Steering Committee and Winget shall file
certificates with the Bankruptcy Court identifying those individuals proposed to
serve as Board members, or the means by which such individuals will be
21
selected. Each such director shall serve from and after the Effective Date
pursuant to the terms of the Certificate of Formation, the Operating Agreement
and applicable law. In the event the Preferred Membership Interests have not
been redeemed by the Conversion Date, the Holders of the Preferred Membership
Interests shall be entitled immediately and until such time as the Preferred
Membership Interests are redeemed in full, including accrued and unpaid
dividends thereon, to (i) achieve voting control of the Board for all purposes
by replacing directors, electing additional directors and/or taking such other
steps as shall be satisfactory to the Steering Committee, and (ii) achieve
voting control of the voting equity interests of Venture Delaware for all
purposes in a manner satisfactory to the Steering Committee.
6.08 OFFICERS. Venture Delaware's Senior Management (i) shall be
acceptable to the Steering Committee and Winget, and (ii) shall become employed
by Venture Delaware no later than the Effective Date pursuant to employment
agreements, including the Employment Agreements that are reasonably acceptable
to the Exit Lenders, the Steering Committee and Winget. The other officers of
the Debtors immediately prior to the Effective Date shall serve as the officers
of the Reorganized Venture until their successors are duly appointed in
accordance with applicable law. Each officer shall serve from and after the
Effective Date pursuant to the terms of the Certificate of Formation, the
Operating Agreement and applicable law.
6.09 CONTINUATION OF WORKERS' COMPENSATION PROGRAMS. Upon the
Effective Date of the Plan, the Reorganized Debtors shall continue the Michigan
Workers' Compensation Program upon approval by the Michigan Bureau of Workers &
Unemployment Compensation. Nothing in the Plan shall be deemed to discharge,
release, or relieve the Debtors or Reorganized Debtors from any current or
future liability with respect to any of its/their obligations under the Michigan
Workers' Compensation Program. The Reorganized Debtors shall be responsible for
all valid claims for benefits and liabilities under the Michigan Workers'
Compensation Program regardless of when the applicable injuries occurred. All
obligations under the Michigan Workers' Compensation Program shall be paid in
accordance with the terms and conditions of Michigan Workers' Compensation
Program and the Michigan Workers' Disability Compensation Act and all other
applicable laws.
6.10 POST-EFFECTIVE DATE FINANCING. Reorganized Venture expects to
enter into the Exit Financing Facility in order to obtain the funds necessary
to: (a) repay the DIP Facility Claims; (b) make other payments required to be
made on the Effective Date; and (c) conduct their post-reorganization
operations. Documents evidencing the Exit Financing Facility, or commitment
letters with respect thereto, shall be filed by the Debtors with the Bankruptcy
Court three (3) Business Days prior to the Confirmation Hearing Date. Notice of
any material modification to the Exit Financing Facility or the commitment
letters with respect thereto after its filing with the Bankruptcy Court shall be
provided to the Pre-Petition Agent, the Post-Petition Agent, Winget and the
Creditors' Committee not less than three (3) Business Days prior to the
Effective Date and shall require consent thereto as provided in the Contribution
Agreement. In the Confirmation Order, the Bankruptcy Court shall approve the
Exit Financing Facility in substantially the form filed with the Bankruptcy
Court and authorize the Reorganized Debtors to execute the same together with
such other documents as the Exit Lenders may reasonably require in order to
effectuate the treatment afforded to such parties under the Exit Financing
Facility.
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6.11 PRESERVATION OF CAUSES OF ACTION. In accordance with Section
1123(b)(3) of the Bankruptcy Code, and except as otherwise provided in the Plan
and/or the Confirmation Order, the Reorganized Debtors shall retain and may (but
are not required to) enforce all Retained Actions, but not Winget Actions or
Avoidance Actions (which shall be transferred to the Creditors' Trust and
preserved for its benefit pursuant to the Plan), and other similar claims
arising under applicable state laws, including, without limitation, fraudulent
transfer claims, if any, and all other Causes of Action of a trustee and
debtor-in possession under the Bankruptcy Code. The Debtors or the Reorganized
Debtors, in their sole discretion, will determine whether to bring, settle,
release, compromise, or enforce any rights (or decline to do any of the
foregoing) with respect to the Retained Actions, other than the Avoidance
Actions and the Winget Actions. The Reorganized Debtors or any successor may
pursue such litigation claims in accordance with the best interests of the
Reorganized Debtors or any successors holding such rights of action. The failure
of the Debtors to specifically list any Claim, Causes of Action, right of
action, suit or proceeding in the Schedules or on Exhibits B and C of the Plan
does not, and will not be deemed to, constitute a waiver or release by the
Debtors of such Claim, Causes of Action, right of action, suit or proceedings,
and the Reorganized Debtors will retain the right to pursue such Claims, Causes
of Action, rights of action, suits or proceedings in their sole discretion and,
therefore, no preclusion doctrine, collateral estoppel, issue preclusion, claim
preclusion, estoppel (judicial, equitable or otherwise) or laches will apply to
such claim, right of action, suit or proceeding upon or after the confirmation
or consummation of the Plan. Notwithstanding the foregoing, the Extinguished
Actions are extinguished as of the Effective Date other than for purposes of
determining the Value of Extinguished Actions in the Creditors' Warrant.
6.12 ADMINISTRATION OF THE PLAN.
(a) After the Effective Date, Reorganized Venture shall
perform those responsibilities, duties, and obligations set forth in
this Plan, including, without limitation, to prosecute any litigation
pertaining thereto and to oversee and govern the continuing affairs and
operations of Reorganized Venture on a going forward basis.
(b) After the Effective Date, Reorganized Venture may
retain such management, law firms, accounting firms, experts, advisors,
agents, consultants, investigators, appraisers, auctioneers, or other
professionals as it may deem necessary, including, without limitation,
the Disbursing Agent, to aid it in the performance of its
responsibilities pursuant to the terms of the Plan. It shall not be a
requirement that any such parties retained by Reorganized Venture be a
"disinterested person" (as such term is defined in Section 101(14)) of
the Bankruptcy Code, and such retained parties may include
Professionals or other Persons who had previously been active in this
Case on behalf of the Debtors, any Creditor or other party in interest.
The Debtors may pay these Professionals without Bankruptcy Court
approval of any of their post-Effective Date fees and expenses.
(c) The Boards and the management of Reorganized Venture
shall perform the duties and obligations imposed on them by the Plan
with reasonable diligence and care under the circumstances.
23
(d) Reorganized Venture shall be responsible for filing
any federal, state, and local tax returns for the Debtors.
(e) To the extent the manner of performance is not
specified, Reorganized Venture will have the discretion to carry out
and perform all other obligations or duties imposed on them by the Plan
or by law in any manner its respective Board so chooses, as long as
such performance is not inconsistent with the intents and purposes of
the Plan.
6.13 EMPLOYMENT AGREEMENTS. On or before the Effective Date, the
Employment Agreements shall be entered into by Venture Delaware and approved by
the Bankruptcy Court.
6.14 CONTRIBUTION AGREEMENT. On the Effective Date, the
transactions under the Contribution Agreement shall have closed in accordance
with the terms thereof.
6.15 SUBSTANTIVE CONSOLIDATION. On the Effective Date Estates shall
be substantively consolidated, but only for the purposes of (1) treatment of and
making distributions to Holders of Claims under the Plan, (2) voting under the
Plan, and (3) filing Claims. For such limited purposes, and provided that the
Pre-Petition Lenders have voted to accept the Plan, on the Effective Date, (a)
all obligations under guaranties of any Debtor of the payment, performance, or
collection of another Debtor with respect to any Class of Claims or Interests
shall be deemed satisfied in full by the treatment of such Class of Claims or
Interests in the Plan; (b) any obligation of any Debtor and all guaranties with
respect to any Class of Claims or Interests executed by one or more of the other
Debtors and any joint or several liability of any of the Debtors shall be
treated as a single obligation, and any obligation of two or more Debtors, and
all multiple impaired Claims against Debtors on account of such joint
obligations, shall be treated and Allowed only as a single Claim against the
consolidated Debtors; and (c) each Claim filed in the Case shall be deemed filed
against the consolidated Debtors and shall be deemed a Claim against and an
obligation of the consolidated Debtors. Except as set forth above, such
substantive consolidation will not (other than for purposes related to the Plan)
(a) affect the legal and corporate structures of the Debtors or Reorganized
Debtors, subject to the right of the Debtors or Reorganized Debtors to effect
the restructuring transactions contemplated by the Plan, and (b) except as
otherwise stated in the Plan, affect Intercompany Claims.
6.16 CONTINUATION OF BUSINESS. On and after the Effective Date,
Reorganized Venture shall continue to engage in the Debtors' business,
including, without limitation, performing under all purchase orders existing as
of the Effective Date. Reorganized Venture retains all claims, defenses,
counterclaims and offsets with respect to such purchase orders in existence as
of the Effective Date.
6.17 DISBANDING OF CREDITORS COMMITTEE. On the Effective Date, the
Creditors' Committee will be disbanded. Neither Reorganized Venture nor the
Creditors' Trust will be responsible for any fees or expenses of the Creditors'
Committee, or of its professionals and agents, incurred after the Effective Date
unless otherwise ordered by the Bankruptcy Court.
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ARTICLE 7
CREDITORS' TRUST
7.01 APPOINTMENT OF TRUSTEE. The Trustee for the Creditors' Trust
shall be appointed on the Effective Date. A notice shall be filed no later than
the ten (10) days prior to the Confirmation Hearing Date designating the Person
who is selected to serve as Trustee.
7.02 CREATION OF CREDITORS' TRUST. On the Effective Date, the
Creditors' Trust shall be established for the benefit of all Class 5 Creditors
and become effective without further order of the Bankruptcy Court. The Class 5
Claims shall be satisfied by delivery of the Trust Assets to the Creditors'
Trust. The Bankruptcy Court shall retain jurisdiction for purposes of
determining the value of the Creditor's Warrant in accordance with Section 5.05
of the Plan.
7.03 TRANSFER OF TRUST ASSETS. On the Effective Date, the Trust
Assets, without further act or deed of the Trustee or the Bankruptcy Court,
shall be transferred from the Estates to the Creditors' Trust, free and clear of
all Liens, Claims and interests and shall become the corpus of the Creditors'
Trust. On the Effective Date, the Debtors are authorized to, and shall execute
and deliver such instruments and other documents as are necessary, appropriate
or deemed advisable by the Trustee to transfer title to the Trust Assets to the
Creditors' Trust.
7.04 AUTHORITY. The Trustee shall have full authority, subject to
the direction of the Oversight Committee, to take any steps necessary to
administer the Trust Agreement, including, without limitation, the duty and
obligation to liquidate the Trust Assets, make distributions to General
Unsecured Creditors, and settle any Winget Actions or Avoidance Actions. Upon
such assignment, the Trustee, on behalf of the Creditors' Trust, will assume and
be responsible for any responsibilities, duties and obligations of the Debtors
with respect to the subject matter of the assignments, and the Debtors and the
Reorganized Debtors will have no further rights or obligations with respect
thereto.
7.05 INTERESTS IN CREDITORS' TRUST. Interests in the Creditors'
Trust shall be uncertificated and shall be non-transferable except by operation
of law. Holders of interests in the Creditors' Trust shall have no voting rights
with respect to such interests. The Creditors' Trust will have a term of three
(3) years from the Effective Date, without prejudice to the rights of the
Oversight Committee to extend such term conditioned upon the Creditors' Trust
not then becoming subject to the Exchange Act or changing its tax status. The
terms of the Trust Agreement may be amended by the Trustee or the Debtors to the
extent necessary to ensure that the Creditors' Trust will not become subject to
the Exchange Act.
7.06 EMPLOYMENT OF PROFESSIONALS. The Trustee may retain such law
firms, accounting firms, experts, advisors, consultants, investigators,
appraisers, auctioneers or other professionals as it may deem necessary to aid
in the performance of its responsibilities pursuant to the terms of this Plan
including, without limitation, the liquidation and distribution of Trust Assets.
7.07 TAX STATUS. For federal income tax purposes, it is intended
that the Creditors' Trust be classified as a liquidating trust under Department
of Treasury Regulations Section 301.7701-4 and that such trust is owned by its
beneficiaries. Accordingly, for federal income tax
25
purposes, it is intended that the beneficiaries be treated as if they had
received a distribution of an undivided interest in the Trust Assets and then
contributed such interests to the Creditors' Trust.
7.08 WINGET ACTIONS. Winget and the Oversight Committee shall
negotiate in good faith to resolve the Winget Actions for 90 days after the
Effective Date. If settlement is not reached, the Oversight Committee and Winget
shall select a mutually satisfactory arbitrator who shall recommend a resolution
after non-binding arbitration. In the event that the non-binding arbitration
does not result in agreement of the parties, the Trustee, upon direction from
the Oversight Committee, shall have the authority to pursue the Winget Actions
as the Trustee deems appropriate, and the Bankruptcy Court shall retain
jurisdiction to hear any such actions.
7.09 EXPENSES OF CREDITORS' TRUST; COMPENSATION AND REIMBURSEMENT
OF OVERSIGHT COMMITTEE. All costs and expenses associated with the
administration of the Creditors' Trust shall be the sole responsibility of, and
paid by, the Creditors' Trust. The Trustee shall receive, from the Creditors'
Trust, reasonable compensation for services rendered. The Trustee shall also be
reimbursed by the Creditors' Trust for all out-of-pocket expenses reasonably and
necessarily incurred in the performance of its duties hereunder and under the
Trust Agreement. The members of the Oversight Committee shall not be entitled to
receive compensation for their services, but they shall be reimbursed by the
Creditors' Trust for all out-of-pocket expenses reasonably incurred in the
performance of their duties hereunder and under the Trust Agreement. All
compensation and reimbursement shall be paid from Trust Assets.
7.10 COOPERATION; ACCESS. Reorganized Venture shall reasonably
cooperate with the Trustee in pursuing Avoidance Actions and Winget Actions and
shall afford reasonable access during normal business hours, upon reasonable
notice, to personnel and books and records of the Reorganized Debtors to
representatives of the Creditors' Trust to enable the Trustee to perform the
Trustee's duties under the Trust Agreement. Reorganized Venture shall not be
required to incur any expenses in connection with the Creditors' Trust absent
reimbursement from the Creditors' Trust. The Bankruptcy Court retains
jurisdiction to determine the reasonableness of a request of assistance and/or a
related expenditure. Any requests for assistance shall not interfere with
Reorganized Venture's business operations.
7.11 INDEMNIFICATION; EXCULPATION. The Trustee and each member of
the Oversight Committee shall be indemnified from the Trust Assets to the
fullest extent permitted by law against any liability, damage or expense arising
out of or resulting from or related to, any act taken or omitted, so long as
such liability, damage or expense does not result from willful fraud, willful
misconduct, bad faith or gross negligence. The Trustee, the members of the
Oversight Committee, and their attorneys, employees, accountants, consultants or
agents, shall (i) not have or incur any liability to any Person or entity for
any act or omission in connection with, or arising out of, the administration of
this Plan or the property to be distributed under this Plan, except if such act
or omission is determined by a Final Order to reflect bad faith or to constitute
willful misconduct or gross negligence, (ii) be entitled to rely upon the advice
of counsel with respect to their duties and responsibilities under this Plan,
and (iii) be fully protected in acting, or in refraining from acting, in
accordance with such advice; provided, however, nothing contained herein shall
relieve the Creditors' Trust from its duties and responsibilities to make the
payments required under this Plan.
26
7.12 THE OVERSIGHT COMMITTEE.
(a) The Oversight Committee shall be appointed on the
Effective Date. On or before the date that is ten (10) days prior to
the Confirmation Hearing Date, a notice shall be filed with the
Bankruptcy Court identifying the members of the Oversight Committee.
The Oversight Committee may adopt such bylaws as it may deem
appropriate. The Trustee shall consult regularly with the Oversight
Committee when carrying out the purpose and intent of the Creditors'
Trust.
(b) In the case of an inability or unwillingness of any
member of the Oversight Committee to serve, such member shall be
replaced by designation of the remaining members of the Oversight
Committee. If any position on the Oversight Committee remains vacant
for more than thirty (30) days, such vacancy shall be filled within
fifteen (15) days thereafter by the designation of the Trustee without
the requirement of a vote by the other members of the Oversight
Committee.
(c) Upon the certification by the Trustee that all Trust
Assets have been distributed, abandoned or otherwise disposed of, the
members of the Oversight Committee shall resign their positions,
whereupon they shall be discharged from further duties and
responsibilities.
(d) The Oversight Committee may, by majority vote,
approve all settlements of the Winget Actions and the Avoidance Actions
which the Trustee may propose, subject to Bankruptcy Court approval of
such settlements after notice and a hearing, provided, however, that
the Trustee may seek Bankruptcy Court approval of a settlement of a
Winget Action or Avoidance Action if the Oversight Committee fails to
act on a proposed settlement of such Claim within fifteen (15) days of
receiving notice of such proposed settlement by the Trustee.
(e) The Oversight Committee may, by majority vote,
authorize the Trustee to invest the Trust Assets in prudent investments
other than those described in Section 345 of the Bankruptcy Code.
(f) The Trustee may be removed in accordance with the
Trust Agreement
7.13 DISTRIBUTION OF TRUST ASSETS. The cash proceeds of Trust
Assets shall be used first to pay the expenses of the Trust, the Trustee and the
Oversight Committee and the costs and expenses of the Trustee and the Trustee's
professionals. Thereafter, the cash proceeds of the Trust Assets shall be
distributed to Holders of Claims in accordance with their interests in the
Creditors' Trust as set forth in this Plan at least annually beginning with the
second calendar quarter after the Effective Date. The Trustee shall not be
required to make any such annual distribution in the event that the aggregate
proceeds and income available for distribution to Holders of Claims is not
sufficient, in the Trustee's discretion (after consultation with the Oversight
Committee), to make a distribution at that time. The Trustee will make
continuing efforts to dispose of the Trust Assets, make timely distributions,
and not unduly prolong the duration of the Creditors' Trust.
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ARTICLE 8
PROVISIONS GOVERNING DISTRIBUTIONS
8.01 DISBURSEMENTS. The Disbursing Agent will make all
distributions required under this Plan except with respect to (i) the Creditor's
Trust which shall be made by the Trustee and (ii) the Claims of the Pre-Petition
Lenders, which distributions shall be made by the Disbursing Agent to the
Pre-Petition Agent. Distributions shall be made at the times provided herein or
as otherwise ordered by the Bankruptcy Court. Notwithstanding anything herein to
the contrary, the Trustee shall not distribute the Creditors' Warrant or any
Common Membership Interests obtained upon exercise of the Creditors' Warrant
absent consent of the Venture Delaware, Winget and the holders of the Preferred
Membership Interests.
8.02 NO INTEREST ON CLAIMS OR INTERESTS. Unless otherwise
specifically provided for in this Plan, Confirmation Order or the DIP Facility,
post-Petition Date interest shall not accrue or be paid on Claims or Interests,
and no Holder of any Claim or Interest shall be entitled to interest accruing on
or after the Petition Date.
8.03 CLAIMS ADMINISTRATION RESPONSIBILITY.
(a) REORGANIZED DEBTORS. The Reorganized Debtors will
retain responsibility for administering, disputing, objecting to,
compromising or otherwise resolving, subject to Bankruptcy Court
approval, with respect to all Claims against the Debtor.
(b) FILING OF OBJECTIONS. Unless otherwise extended by
the Bankruptcy Court, any objections to Claims shall be served and
filed on or before the Claims Objection Deadline.
8.04 DELIVERY OF DISTRIBUTIONS. Distributions to Holders of Allowed
Claims shall be made by the Disbursing Agent (a) at the addresses set forth on
the proofs of claim filed by such Holders (or at the last known addresses of
such Holders if no proof of claim is filed or if the Debtors have been notified
in writing of a change of address), (b) at the addresses set forth in any
written notices of address changes delivered to the Disbursing Agent after the
date of any related proof of claim, or (c) at the addresses reflected in the
Schedules if no proof of claim has been filed and the Disbursing Agent has not
received a written notice of a change of address. If any Creditor's distribution
is returned as undeliverable, no further distribution to such Creditor shall be
made unless and until the Disbursing Agent is notified of such Creditor's
then-current address, at which time all missed distributions shall be made to
such Creditor without interest. Amounts in respect of undeliverable
distributions shall be returned to the Reorganized Debtors or the Creditors'
Trust, as applicable, until such distributions are claimed. All funds or other
undeliverable distributions returned to the Reorganized Debtors or the
Creditors' Trust, as applicable, and not claimed within six (6) months of return
shall be distributed to the other Creditors of the Class of which the Creditor
to whom the distribution was originally made is a member in accordance with the
provisions of the Plan applicable to distributions to that Class. Upon such
reversion, the Claim of any Creditor or their successors with respect to such
property shall be discharged and forever barred notwithstanding any federal or
state escheat laws to the
28
contrary. Nothing contained in the Plan shall require the Disbursing Agent or
the Trustee to attempt to locate any Creditor holding an Allowed Claim.
8.05 PROCEDURES FOR TREATING AND RESOLVING DISPUTED CLAIMS.
(a) NO DISTRIBUTION PENDING ALLOWANCE. No distributions
will be made with respect to all or any portion of a Disputed Claim
unless and until all objections to such Disputed Claim have been
settled or withdrawn or have been determined by a Final Order, and the
Disputed Claim has become an Allowed Claim.
(b) DISTRIBUTION RESERVE. The Disbursing Agent, after
consultation with Reorganized Venture, or the Trustee, after
consultation with the Oversight Committee, will create a reserve from
the property to be distributed by them under the Plan.
(c) DISTRIBUTION AFTER ALLOWANCE. Payments and
distributions from any reserve created under Section 8.05(b) of the
Plan to a Creditor on account of a Disputed Claim, to the extent that
it ultimately becomes an Allowed Claim, will be made in accordance with
provisions of this Plan that govern distributions to such Creditor.
8.06 MANNER OF CASH PAYMENTS UNDER THE PLAN. Any cash payment to be
made by the Disbursing Agent or the Trustee pursuant to the Plan may be made by
a check or wire transfer on a United States bank selected by the Disbursing
Agent or the Trustee; provided, however, that payments made to foreign Holders
of Allowed Claims may be paid, at the option of the Disbursing Agent or the
Trustee, in such funds and by such means as are necessary or customary in a
particular foreign jurisdiction.
8.07 DELIVERY OF OLD SUBORDINATED NOTES AND OLD SENIOR NOTES. Prior
to being entitled to receive any distribution provided for under the Plan, the
Indenture Trustee or the Holders of Old Subordinated Notes or Old Senior Notes
shall deliver to the Trustee the certificates or other instruments evidencing
such Old Senior Notes and Old Subordinated Notes.
8.08 DIRECTION TO PARTIES. From and after the Effective Date, the
Disbursing Agent, the Trustee, Reorganized Venture may apply to the Bankruptcy
Court for an order directing any necessary party to execute or deliver or to
join in the execution or delivery of any instrument required to effect a
transfer of property dealt with by the Plan, and to perform any other act,
including the satisfaction of any Lien, that is necessary for the consummation
of the Plan, pursuant to Section 1142(b) of the Bankruptcy Code.
8.09 SETOFFS. The Reorganized Debtors, the Disbursing Agent or the
Trustee may, pursuant to Section 553 of the Bankruptcy Code, set off against any
Allowed Claim and the distributions to be made pursuant to the Plan on account
of such Claim, all claims, rights, and causes of action of any nature that any
such Debtor may hold against the Holder of such Allowed Claim that are not
otherwise waived, released, or compromised in accordance with the Plan;
provided, however, that neither the failure to effect such a setoff nor the
allowance of any Claim hereunder shall constitute a waiver or release by such
Debtor of any such claims, rights, and causes of action that the Debtor may
possess against such Holder.
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8.10 EXEMPTION FROM CERTAIN TRANSFER TAXES. Pursuant to Section
1146(c) of the Bankruptcy Code, any transfers from the Debtors to Reorganized
Venture, the Creditors' Trust or any other Person or entity pursuant to this
Plan in the United States shall not be subject to any document recording tax,
stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate
transfer tax, mortgage recording tax or other similar tax or governmental
assessment. The Confirmation Order shall direct the appropriate state or local
governmental officials or agents to forego the collection of any such tax or
governmental assessment and to accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or
governmental assessment.
8.11 WITHHOLDING AND REPORTING REQUIREMENTS. In connection with
this Plan and all distributions hereunder, the Disbursing Agent and the Trustee
shall comply with all applicable tax withholding and reporting requirements
imposed by any federal, state, provincial, local or foreign taxing authority,
and all distributions hereunder shall be subject to any such withholding and
reporting requirements. The Disbursing Agent and the Trustee shall be authorized
to take any and all actions that may be necessary or appropriate to comply with
such withholding and reporting requirements. Notwithstanding any other provision
of this Plan, each Holder of an Allowed Claim or Interest that is to receive a
distribution pursuant to this Plan shall have sole and exclusive responsibility
for the satisfaction and payment of any tax obligations imposed by any
governmental unit, including income, withholding and other tax obligations, on
account of such distribution.
8.12 NO FRACTIONAL DISTRIBUTIONS. No fractional shares or amounts
of Common Membership Interests or Preferred Membership Interests will be issued
or distributed under the Plan. Each Person entitled to receive Common Membership
Interests or Preferred Membership Interests will receive the total whole number
of Common Membership Interests or Preferred Membership Interests to which such
Person is entitled. Whenever any distributions to a Person would otherwise call
for distribution of a fraction of a Common Membership Interests or Preferred
Membership Interests, the actual distribution of such security will be rounded
to the next higher or lower whole number with fractions of less than or equal to
one-half (1/2) being rounded to the next lower whole number. No consideration
will be provided in lieu of fractional new securities that are rounded down. The
total number of new securities to be distributed to each Class of Claims will be
adjusted as necessary to account for the rounding provided herein. Any other
provision of the Plan notwithstanding, neither the Debtors, the Disbursing Agent
nor the Servicer will be required to make distributions or payments of fractions
of dollars. Whenever any payment of a fraction of one dollar under the Plan
would otherwise be called for, the actual payment made will reflect a rounding
of such fraction to the nearest whole dollar (up or down), with one-half (1/2)
dollars being rounded down.
8.13 CLOSING OF THE CASE. As soon as practicable after the
Effective Date, the Bankruptcy Court shall close all of the Cases, except that
the case captioned In re Venture Holdings Company, LLC., bearing case number
03-48939, shall remain open. After the Estate has been fully administered, the
Bankruptcy Court will close the Chapter 11 Case in accordance with Section 350
of the Bankruptcy Code. Any monies remaining in the Estate at the time the
Chapter 11 Case is closed shall revert to the Reorganized Debtors.
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8.14 CONTINUED ENFORCEMENT OF SUBORDINATION PROVISIONS. The Trustee
shall comply with any request by the Indenture Trustee to enforce the
subordination provisions under the Old Subordinated Notes for the benefit of
Holders of the Old Senior Notes by remitting distributions otherwise payable to
Holders of the Old Junior Notes, Pro Rata, to Holders of Old Senior Notes.
ARTICLE 9
EXECUTORY CONTRACTS
9.01 ASSUMPTION OF EXECUTORY CONTRACTS. As of the Confirmation
Date, but subject to the occurrence of the Effective Date, all Executory
Contracts (including all insurance contracts providing coverage to the Debtors'
directors, officers, shareholders, agents, employees, representatives, and
others for conduct in connection with the Debtors (to the extent such policies
are Executory Contracts)) will be deemed assumed by the relevant Debtor and
retained by Venture Delaware or such Debtor, as appropriate, in accordance with
the provisions and requirements of Sections 365 and 1123 of the Bankruptcy Code,
except those Executory Contracts that (i) have been rejected by order of the
Bankruptcy Court, (ii) are the subject of a motion to reject pending on the
Confirmation Date which is later granted by the Bankruptcy Court, or (iii) which
are identified on Exhibit I attached hereto, which shall be deemed rejected as
of the Confirmation Date. Entry of the Confirmation Order by the Bankruptcy
Court shall constitute approval of such assumptions pursuant to Sections 365(a)
and 1123 of the Bankruptcy Code, subject to the occurrence of the Effective
Date. Each Executory Contract assumed pursuant to this Article 9 shall revest in
and be fully enforceable by Venture Delaware or the relevant Reorganized Debtor,
as appropriate, in accordance with its terms, except as may be modified by (i)
the provisions of the Plan, (ii) any order of the Bankruptcy Court approving and
authorizing its assumption, (iii) applicable federal law, or (iv) agreement of
the parties to such Executory Contracts.
9.02 CURE OF DEFAULTS OF ASSUMED EXECUTORY CONTRACTS. Any monetary
amounts by which each Executory Contract to be assumed pursuant to the Plan is
in default shall be satisfied, pursuant to Section 365(b)(1) of the Bankruptcy
Code, by the relevant Debtor, by payment of the default amount (as such amount
has been agreed upon by Venture Delaware, or in the event of a dispute regarding
such default amount, as such amount has been determined by a Final Order of the
Bankruptcy Court) in cash on or before thirty (30) days after the Effective Date
or on such other terms as the parties to such Executory Contracts may otherwise
agree. Notwithstanding the foregoing, in the event of a dispute regarding: (1)
the amount of any cure payments, (2) the ability of Venture Delaware, the
relevant Debtor or any assignee to provide "adequate assurance of future
performance" (within the meaning of Section 365 of the Bankruptcy Code) under
the contract or lease to be assumed, or (3) any other matter pertaining to
assumption, the cure payments required by Section 365(b)(1) of the Bankruptcy
Code shall be made following the entry of a Final Order resolving the dispute
and approving the assumption. The relevant Debtor shall provide notice to any
non-Debtor party to any Executory Contract to be assumed pursuant to the Plan of
the amount of any default amount owed under the applicable Executory Contract on
or before 30 days after the date of entry of the Confirmation Order. Any
non-Debtor party that fails to respond or object within fifteen (15) days after
the date of such notice of proposed default amount owed shall be deemed to have
consented to such proposed amount.
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9.03 REJECTION CLAIMS. Each Person who is a party to an Executory
Contract rejected pursuant to this Article 9 shall be entitled to file, not
later than thirty (30) days after the Confirmation Date, a Proof of Claim for
alleged Rejection Claims. If no such Proof of Claim for Rejection Claims is
timely filed, any such Claim shall be forever barred and shall not be
enforceable against Reorganized Venture, the Trustee, any Debtor or the Estates.
The Bankruptcy Court shall retain jurisdiction to determine any objections to
Rejection Claims.
9.04 CLASSIFICATION OF REJECTION CLAIMS. Except as otherwise
provided under the Plan, Rejection Claims against any Debtor shall be treated as
Allowed General Unsecured Claims against such Debtor to the extent they are
treated as Allowed Claims, and shall be satisfied in accordance with the Plan
and the Confirmation Order.
ARTICLE 10
CONDITIONS PRECEDENT TO CONFIRMATION AND EFFECTIVENESS
10.01 CONDITIONS PRECEDENT TO CONFIRMATION. The following are
conditions precedent to the Confirmation of the Plan:
(a) The Bankruptcy Court shall have approved Disclosure
Statement.
(b) The Confirmation Order shall be in form and substance
as provided for in the Contribution Agreement.
(c) The Contribution Agreement shall be in full force and
effect without modification except as permitted thereby.
10.02 CONDITIONS PRECEDENT TO EFFECTIVENESS. Notwithstanding any
other provision of the Plan or the Confirmation Order, the Effective Date of the
Plan shall not occur, and the Plan shall not be binding on any party, unless and
until each of the following conditions has been satisfied or waived, in
accordance with Section 10.04, in writing by the Debtors:
(a) The Confirmation Order shall have been entered and
shall not have been vacated or stayed.
(b) The closing and an initial funding shall have
occurred under the Exit Financing Facility and all conditions precedent
to the consummation thereof (other than the occurrence of the Effective
Date of the Plan) shall have been waived or satisfied in accordance
with the terms thereof.
(c) All Reorganization Documents shall have been
delivered and all conditions precedent thereto shall have been
satisfied or waived;
(d) All other actions, documents and agreements necessary
to implement the Plan as of the Effective Date shall have been
delivered and all conditions precedent thereto shall have been
satisfied or waived;
(e) The Contribution Agreement shall be in full force and
effect and no party thereto shall be in breach or default of the terms
thereof;
32
(f) The Steering Committee, Winget, Venture Delaware and
the Pre-Petition Agent shall have approved the terms of the Employment
Agreement;
(g) The Debtors shall have sufficient cash to make
distributions required under the Plan on the Effective Date, including,
but not limited to, the cash payment to the Pre-Petition Lenders and
the DIP Facility Claim; and
(h) The Warrant Valuation Procedures shall be approved by
the Bankruptcy Court.
10.03 EFFECT OF FAILURE OF CONDITIONS TO EFFECTIVE DATE. In the
event that one or more of the conditions set forth in Section 10.02 has not
occurred or duly been waived by the Debtors, Winget and the Steering Committee
pursuant to Section 10.04 of the Plan on or before One Hundred Twenty (120) days
after the Confirmation Date, upon notification submitted by the Debtors to the
Bankruptcy Court, (a) the Confirmation Order shall be vacated, (b) no
distributions under the Plan shall be made, (c) the Debtors and all Holders of
Claims and Interests shall be restored to the status quo ante as of the day
immediately preceding the Confirmation Date as though Confirmation never
occurred, and (d) the parties' respective obligations with respect to the Claims
and Interests shall remain unchanged and nothing contained herein shall
constitute or be deemed a waiver or release of any Claims or Interests by or
against the Debtors or any other person in any further proceeding involving any
Debtor.
10.04 WAIVER OF CONDITIONS. The Debtors may (with the consent of
Winget and the Steering Committee), but shall have no obligation to, waive any
conditions set forth in Section 10.02, without notice and without leave of or
order of the Bankruptcy Court. To be effective, any such waiver shall be in
writing and signed by the Debtors, or shall be a stipulation on the record in
this Case of which a transcript is made.
ARTICLE 11
TITLE TO PROPERTY AND RELEASES
11.01 VESTING OF PROPERTY. Except as otherwise provided in the Plan
or the Confirmation Order, upon the Effective Date, (a) the Debtors shall
continue to exist as the Reorganized Debtors, with all the powers of
corporations under applicable law and without prejudice to any right to alter or
terminate such existence (whether by merger or otherwise) under applicable state
law, and (b) all property of the Estates, wherever situated, shall vest in the
relevant Reorganized Debtor, as appropriate, subject to the provisions of the
Plan and the Confirmation Order. Thereafter, Reorganized Venture may operate
their businesses and may use, acquire, and dispose of property free of any
restrictions of the Bankruptcy Code, the Bankruptcy Rules, and the Bankruptcy
Court. After the Effective Date, all property retained by Reorganized Venture
pursuant hereto shall be free and clear of all Claims, debts, Liens, security
interests, encumbrances, and interests, except as contemplated hereby and except
for the obligation to perform according to the Plan and the Confirmation Order.
11.02 DISCHARGE AND INJUNCTION. Except as may otherwise be provided
herein or in the Confirmation Order, the rights afforded and the payments and
distributions to be made under the Plan shall be in complete exchange for, and
in full and unconditional settlement, satisfaction,
33
discharge, and release of any and all existing debts and Claims and Interests of
any kind, nature, or description whatsoever against the Debtors, the Reorganized
Venture, their Assets, property or their Estates, and shall effect a full and
complete release, discharge, and termination of all Liens, security interests,
or other claims, interests, or encumbrances upon all of the Debtors' Assets and
property. Further, all Persons are precluded from asserting, against any of the
Debtors or Reorganized Venture, or any property that is to be distributed under
the terms of the Plan, any claims, obligations, rights, causes of action,
liabilities, or equity interests based upon any act, omission, transaction, or
other activity of any kind or nature that occurred prior to the Effective Date,
other than as expressly provided for in the Plan, or the Confirmation Order,
whether or not (a) a Proof of Claim based upon such debt is filed or deemed
filed under Section 501 of the Bankruptcy Code; (b) a Claim based upon such debt
is Allowed; or (c) the Holder of a Claim based upon such debt has accepted the
Plan. Except as otherwise provided in the Plan or the Confirmation Order, all
Holders of Allowed Claims and Interests arising prior to the Effective Date
shall be permanently barred and enjoined from asserting against Reorganized
Venture or any Debtor, or their successors, or the Assets, any of the following
actions on account of such Allowed Claim or Interest: (a) commencing or
continuing in any manner any action or other proceeding on account of such Claim
or Interest against Reorganized Venture, any of the Debtors, or the property to
be distributed under the terms of the Plan, other than to enforce any right to
distribution with respect to such property under the Plan; (b) enforcing,
attaching, collecting, or recovering in any manner any judgment, award, decree,
or order against Reorganized Venture, the Debtors or any of the property to be
distributed under the terms of the Plan, other than as permitted under
sub-paragraph (a) above; (c) creating, perfecting, or enforcing any Lien or
encumbrance against property of Reorganized Venture, any of the Debtors, or any
property to be distributed under the terms of the Plan; (d) asserting any right
of setoff, subrogation, or recoupment of any kind, directly or indirectly,
against any obligation due any Debtor, Reorganized Venture, the Assets or any
other property of the Debtors, Reorganized Venture, or any direct or indirect
transferee of any property of, or successor in interest to, any of the foregoing
Persons; and (e) acting or proceeding in any manner, in any place whatsoever,
that does not conform to, or comply with, the provisions of the Plan.
11.03 NO WAIVER OF DISCHARGE. Except as otherwise specifically
provided herein, nothing in the Plan shall be deemed to waive, limit, or
restrict in any way the discharge granted to the Debtors upon Confirmation of
the Plan by Section 1141 of the Bankruptcy Code.
11.04 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided in the
Plan, all injunctions or stays provided for in this Case pursuant to Sections
105 or 362 of the Bankruptcy Code, or otherwise, and in effect on the
Confirmation Date, shall remain in full force and effect until the Effective
Date, at which time they are replaced with the injunction set forth in Section
11.02 herein.
11.05 RELEASE BY DEBTORS.
(a) On the Effective Date, the Debtors, hereby waive,
release, and discharge all of the Debtors' shareholders, members,
directors and officers, employees, agents, managers, advisors,
attorneys or representatives (in their capacity as such and in no other
capacity) (the "Released Parties"), from all liability based upon any
act or omission related to post-petition service with, for, or on
behalf of the Debtors or their
34
Affiliates through and including the Effective Date. The immediately
preceding sentence shall not, however, apply to (i) any indebtedness of
any Person to any Debtor for money borrowed by such Person, (ii) any
setoff or counterclaim that a Debtor may have or assert against any
Person, provided that the aggregate amount thereof shall not exceed the
aggregate amount of any Claims held or asserted by such Person against
such Debtor, (iii) any garnishments; and (iv) any of the Retained
Actions.
(b) Notwithstanding any provision of the Plan to the
contrary, the releases contained in this Section 11.05 shall not be
construed as or operate as a release of, or limitation on objections
to, Claims.
11.06 PRESERVATION OF INSURANCE. Notwithstanding anything provided
herein to the contrary, the Plan shall not be deemed in any way to diminish or
impair the enforceability of any insurance policies that may cover claims
against a Debtor or any other Person.
ARTICLE 12
MODIFICATION AND RESERVATION OF RIGHTS
IN THE EVENT OF NONACCEPTANCE OF THE PLAN
Each Debtor hereby reserves the right to request that the Bankruptcy
Court confirm the Plan over the objection of any Impaired Class in accordance
with the applicable provisions of Section 1129(b) of the Bankruptcy Code. In the
event that any Impaired Class or Classes of Allowed Claims shall not accept the
Plan, upon the written request of the Debtors filed with the Bankruptcy Court,
the Plan shall be modified, revised, and amended to provide such treatment as
set forth in such request, to assure that the Plan does not discriminate
unfairly, and is fair and equitable, with respect to the Classes rejecting the
Plan, and, in particular, to provide the treatment necessary to meet the
requirements of Sections 1129(a) and (b) of the Bankruptcy Code with respect to
(i) the rejecting Classes and (ii) any other Classes adversely affected by the
modifications caused by this Article.
ARTICLE 13
RETENTION OF JURISDICTION
13.01 CLAIMS AND CAUSES OF ACTIONS. Following the Effective Date,
the Bankruptcy Court shall retain such jurisdiction over this Case as is legally
permissible, including without limitation, such jurisdiction as is necessary to
ensure that the purposes and intent of the Plan are carried out. The Bankruptcy
Court shall also expressly retain jurisdiction: (a) to hear and determine all
Claims against the Debtors; and (b) to enforce all Causes of Action that may
exist on behalf of any Debtor.
13.02 RETENTION OF ADDITIONAL JURISDICTION. Following the Effective
Date, the Bankruptcy Court shall retain jurisdiction for the purpose of
classification of Claims and Interests, the re-examination of Claims that have
been Allowed, and the determination of such objections as may be filed to any
Claims, including Section 502(c) of the Bankruptcy Code proceedings for
estimation of Claims. The Bankruptcy Court shall further retain jurisdiction for
the following additional purposes:
35
(a) to determine all questions and disputes regarding
title to the Assets of the Debtors, all causes of action,
controversies, disputes, or conflicts, whether or not subject to any
pending action as of the Effective Date, between any Debtor and any
other party, including, without limitation, the Winget Actions, the
Avoidance Actions, the Extinguished Actions, and any other right to
recover assets pursuant to the provisions of the Bankruptcy Code;
(b) to modify the Plan after the Confirmation Date in
accordance with the terms of the Plan and pursuant to the Bankruptcy
Code and the Bankruptcy Rules;
(c) to enforce and interpret the terms and conditions of
the Plan;
(d) to enter such orders, including, but not limited to,
such future injunctions as are necessary to enforce the respective
title, rights, and powers of the Debtors, and to impose such
limitations, restrictions, terms, and conditions on such title, rights,
and powers as the Bankruptcy Court may deem necessary;
(e) to enter an order closing this Case;
(f) to correct any defect, cure any omission, or
reconcile any inconsistency in the Plan or the Confirmation Order as
may be necessary to implement the purposes and intent of the Plan;
(g) to determine the allowance of Claims;
(h) to determine any and all applications for allowances
of compensation and reimbursement of expenses and the reasonableness of
any fees and expenses authorized to be paid or reimbursed under the
Bankruptcy Code or the Plan;
(i) to determine any applications or motions pending on
the Effective Date for the rejection of any Executory Contract and to
hear and determine, and, if need be, to liquidate any and all Claims
arising therefrom;
(j) to determine any and all motions, applications,
adversary proceedings, and contested matters that may be pending on the
Effective Date;
(k) to consider any modification of the Plan, whether or
not the Plan has been substantially consummated, and to remedy any
defect or omission or to reconcile any inconsistency in any order of
the Bankruptcy Court, to the extent authorized by the Plan or the
Bankruptcy Court;
(l) to determine all controversies, suits, and disputes
that may arise in connection with the interpretation, enforcement, or
consummation of the Plan;
(m) to consider and act on the compromise and settlement
of any Claim against or Cause of Action by or against any Debtor
arising under or in connection with the Plan;
36
(n) to issue such orders in aid of execution of the Plan
as may be authorized by Section 1142 of the Bankruptcy Code;
(o) to hear and determine the Warrant Valuation
Procedures and any other matters related to the Creditors' Warrant
(p) to adjudicate any and all disputes relating to the
Creditors' Trust, including, without limitation, the distribution of
the Trust Assets; and
(q) to determine such other matters or proceedings as may
be provided for under Title 28 or any other title of the United States
Code, the Bankruptcy Code, the Bankruptcy Rules, other applicable law,
the Plan, or in any order or orders of the Bankruptcy Court, including,
but not limited to, the Confirmation Order or any order that may arise
in connection with the Plan or the Confirmation Order.
13.03 FAILURE OF BANKRUPTCY COURT TO EXERCISE JURISDICTION. If the
Bankruptcy Court abstains from exercising, or declines to exercise,
jurisdiction, or is otherwise without jurisdiction over any matter arising out
of this Case, including the matters set forth in this Article, this Article
shall not prohibit or limit the exercise of jurisdiction by any other court
having competent jurisdiction with respect to such matter.
ARTICLE 14
MISCELLANEOUS PROVISIONS
14.01 GOVERNING LAW. Except to the extent the Bankruptcy Code or
Bankruptcy Rules are applicable, and subject to the provisions of the
Reorganization Documents and any other contract, instrument, release, indenture,
or other agreement or document entered into in connection with the Plan, the
rights and obligations arising under the Plan shall be governed by, and
construed and enforced in accordance with, the laws of the State of Michigan,
without giving effect to the principles of conflicts of law thereof.
14.02 REVOCATION OR WITHDRAWAL OF THE PLAN. The Debtors, with the
consent of the Steering Committee and Winget, reserve the right to revoke or
withdraw the Plan prior to the Confirmation Date. If the Debtors so revoke or
withdraw the Plan, then the Plan shall be null and void and, in such event,
nothing contained herein shall be deemed to constitute a waiver or release of
any Claims by or against, or any Interests in, any Debtor or any other Person or
to prejudice in any manner the rights of any Debtor or any Person in any further
proceedings involving any Debtor.
14.03 SUCCESSORS AND ASSIGNS. The rights, benefits, and obligations
of any Person named or referred to in the Plan shall be binding upon, and shall
inure to the benefit of, the heirs, executors, administrators, successors, or
assigns of such Person.
14.04 TIME. In computing any period of time prescribed or allowed by
the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply.
14.05 MODIFICATION OF THE PLAN AND AMENDMENTS. Subject to any
limitations in the Contribution Agreement, the Debtors may alter, amend, or
modify the Plan or any exhibits
37
thereto under Section 1127(a) of the Bankruptcy Code at any time prior to the
Confirmation Hearing subject to the prior consent of the Steering Committee.
Subject to any limitations in the Contribution Agreement, after the Confirmation
Date and prior to the Effective Date, the Debtors may, under Section 1127(b) of
the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any
defect or omission or reconcile any inconsistencies in the Plan, the Disclosure
Statement or the Confirmation Order, and such matters as may be necessary to
carry out the purposes and effects of the Plan, subject to the prior consent of
the Steering Committee.
14.06 NO PENALTY OR LATE CHARGES. Except as expressly stated in the
Plan, or allowed by a Final Order of the Bankruptcy Court, no interest, penalty
or late charge is to be allowed on any Claim subsequent to the Petition Date.
14.07 PROFESSIONALS' FEES. No Professionals' Fees shall be paid with
respect to any Claim or Interest except as specified herein or as allowed by a
Final Order of the Bankruptcy Court. All final applications for Professional
Fees for services rendered in connection with these Cases prior to the
Confirmation Date shall be filed with the Bankruptcy Court not later than ninety
(90) days after the Effective Date.
14.08 AMOUNTS OF CLAIMS. All references to Claims and amounts of
Claims refer to the amount of the Allowed Claim; provided, however, that Claims
that have been objected to and that have not been Allowed or disallowed prior to
the day set for return of ballots shall be voted and counted at the amount of
the Claim, unless a proceeding to estimate the Claim is brought before the
Bankruptcy Court. The Debtors and other interested parties reserve the right,
both before and after Confirmation, to object to Claims so as to have the
Bankruptcy Court determine or estimate the Allowed amount of such Claim under
the Plan.
14.09 EXCULPATION. The Debtors, Venture Delaware, the Indenture
Trustee, the Pre-Petition Agent, the Post-Petition Agent, the Steering Committee
(and each of its members), Winget and their respective shareholders, members,
partners, officers, directors, employees and agents (including any attorneys,
financial advisors, investment bankers and other professionals retained by such
persons) shall have no liability to any Person for any act or omission made in
good faith in connection with, or arising out of the Plan, (and any Bankruptcy
Court orders related thereto), the Reorganization Documents, the solicitation of
votes for the pursuit of confirmation of the Plan, the consummation of the Plan,
or the administration of the Plan or the property to be distributed under the
Plan, except for fraud, bad faith, willful misconduct or gross negligence as
determined by a Final Order of the Bankruptcy Court and, in all respects, shall
be entitled to rely upon the advice of counsel with respect to their duties and
responsibilities under the Plan; provided, however that nothing in this Section
14.09 shall in no way alter or relieve Winget of any obligations under the
Contribution Agreement or the Winget Actions.
14.10 SECURITIES LAW MATTERS. It is an integral and essential
element of the Plan that the issuance of Common Membership Interests and
Preferred Membership Interests pursuant to the Plan shall be exempt from
registration under the Securities Act, pursuant to Section 1145 of the
Bankruptcy Code and from registration under state securities laws. Any such
securities issued to an "affiliate" of the Debtors within the meaning of the
Securities Act or any Person the Debtors reasonably determines to be an
"underwriter," and which does not agree to resell such securities only in
"ordinary trading transactions," within the meaning of Section 1145(b)(1) of
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the Bankruptcy Code shall be subject to such transfer restrictions and bear such
legends as shall be appropriate to ensure compliance with the Securities Act.
Nothing in the Plan is intended to preclude the Securities and Exchange
Commission from exercising its police and regulatory powers relating to the
Debtors or any other entity.
14.11 RULES OF INTERPRETATION. For purposes of the Plan: (i)
whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and
pronouns stated in the masculine, feminine, or neuter gender shall include the
masculine, feminine, and the neuter gender; (ii) any reference in the Plan to a
contract, instrument, release, indenture, or other agreement or document being
in a particular form or on particular terms and conditions means that such
document shall be substantially in such form or substantially on such terms and
conditions; (iii) any reference in the Plan to an existing document or exhibit
filed, or to be filed, shall mean such document or exhibit, as it may have been
or may be amended, modified, or supplemented in accordance with its terms; (iv)
unless otherwise specified, all references in the Plan to Sections, Articles,
and Exhibits are references to Sections, Articles, and Exhibits of or to the
Plan; (v) the words "herein" and "hereto" refer to the Plan in its entirety
rather than to a particular portion of the Plan; (vi) captions and headings to
Articles and Sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation of the Plan; and (vii)
the rules of construction set forth in Section 102 of the Bankruptcy Code shall
apply.
14.12 SEVERABILITY. Except as to terms which, if unenforceable,
would frustrate the overall purposes of the Plan, should any provision in the
Plan be determined to be unenforceable, such determination shall in no way limit
or affect the enforceability and operative effect of any or all other provisions
of the Plan.
14.13 IMPLEMENTATION. The Debtors shall take all steps, and execute
all documents including appropriate releases, necessary to effectuate the
provisions contained in the Plan.
14.14 INCONSISTENCY. In the event of any inconsistency between the
Plan and the Disclosure Statement, the provisions of the Plan shall govern, and
in the event of any inconsistency between the Plan and any Reorganization
Document, the provisions of the Plan shall govern.
14.15 SERVICE OF DOCUMENTS. Any pleading, notice or other document
required by the Plan to be served on or delivered to the following parties shall
be sent by first class U.S. mail, postage prepaid to:
39
Venture Delaware: with copies to:
Venture Holdings Company, LLC Foley & Lardner
33662 James J. Pompo Dr.
P.O. Box 278 150 W. Jefferson, Suite 1000
Fraser, MI 48026 Detroit, MI 48226
Attn: James E. Butler, Jr. Attn: Judy A. O'Neill, Esq.
Laura J. Eisele, Esq.
Winget: with copies to:
Mr. Larry Winget Greenberg Traurig, PC
33662 James J. Pompo Dr. 77 West Wacker Drive, Suite 2500
Fraser, MI 48026-0278 Chicago, IL 60601
Attn: Nancy Mitchell,Esq.
Nancy Peterman, Esq.
and
Allard & Fish PC
2600 Buhl Building
535 Griswold St.
Detroit, MI 48226
Attn: Ralph McKee, Esq.
Pre-Petition Agent: with copies to:
Bank One, N.A. Sidely Austin Brown & Wood LLP
One Bank One Plaza Bank One Plaza
Chicago, IL 60170 Chicago, IL 60603
Attn: Linda Thompson Attn: Larry J. Nyhan, Esq.
Creditors' Committee: with copies to:
AIG Global Investment Corp. Akin Gump Strauss Hauer & Feld LLP
1999 Avenue of the Stars, 34th Fl. 590 Madison Avenue
Los Angeles, CA 90067 New York, NY 10022
Attn: Thomas Musante, Chairperson Attn: Fred S. Hodera, Esq.
and
Pepper Hamilton, LLP
100 Renaissance Center, Suite 3600
Detroit, MI 48243-7110
Attn: I. William Cohen, Esq.
40
14.16 NO ADMISSIONS. Notwithstanding anything herein to the
contrary, nothing contained in the Plan shall be deemed as an admission by any
Person with respect to any matter set forth herein.
14.17 FILING OF ADDITIONAL DOCUMENTS. On or before the Effective
Date, the Debtors may file with the Bankruptcy Court such agreements and other
documents as may be necessary or appropriate to effectuate and further evidence
the terms and conditions of the Plan.
14.18 SUBSTANTIAL CONSUMMATION. Substantial consummation of the Plan
under Section 1101(2) of the Bankruptcy Code shall not be deemed to occur, the
Case shall remain open and not be deemed fully administered, and no final decree
closing this Case shall be entered pursuant to Section 350(a) of the Bankruptcy
Code and Bankruptcy Rule 3022, until the Effective Date, at the earliest.
(SIGNATURES APPEAR ON FOLLOWING PAGE)
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EXHIBIT A
FORM OF AMENDED OPERATING AGREEMENT
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit A - Page 1
EXHIBIT B
AVOIDANCE ACTIONS
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit B - Page 1
EXHIBIT C
CAUSES OF ACTION
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit C - Page 1
EXHIBIT D
CONTRIBUTION AGREEMENT
Exhibit D - Page 1
EXECUTION COPY
================================================================================
CONTRIBUTION AGREEMENT
among
LARRY J. WINGET AND THE LARRY J. WINGET LIVING TRUST,
THE OTHER TRANSFERORS NAMED HEREIN,
and
VENTURE HOLDINGS COMPANY LLC
AND ITS DOMESTIC SUBSIDIARIES
Dated as of September 22, 2003
================================================================================
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TABLE OF CONTENTS
Article I DEFINITIONS .......................................................................... 2
Section 1.1 Definitions ............................................................... 2
Article II CONTRIBUTION OF ASSETS .............................................................. 10
Section 2.1 Contribution of Equity Interests and Transferred Assets ................... 10
Article III ASSUMPTION OF LIABILITIES .......................................................... 10
Section 3.1 Assumed Liabilities ....................................................... 10
Article IV CONSIDERATION AND PAYMENT ........................................................... 11
Section 4.1 Consideration ............................................................. 11
Article V RECEIVABLES .......................................................................... 11
Section 5.1 Related Party Receivables and Payables .................................... 11
Article VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRANSFERORS ........................ 11
Section 6.1 Representations and Warranties of the Transferors ......................... 11
Section 6.2 Covenants of the Transferors .............................................. 24
Article VII REPRESENTATIONS, WARRANTIES AND COVENANTS OF VENTURE HOLDINGS ...................... 29
Section 7.1 Representations and Warranties of Venture Holdings ........................ 29
Section 7.2 Venture Holdings Covenants ................................................ 30
ARTICLE VII-A MUTUAL COVENANTS OF THE PARTIES .................................................. 30
Section 7.1A Mutual Covenants ......................................................... 30
Article VIII LEASE ESCROW ...................................................................... 32
Section 8.1 Leases .................................................................... 32
Article IX CONDITIONS TO CLOSING ............................................................... 33
Section 9.1 Joint Conditions to the Obligations of the Transferors and Venture Holdings 33
Section 9.2 Conditions to Obligations of the Transferors .............................. 34
Section 9.3 Conditions to Obligations of Venture Holdings ............................. 35
Article X TERMINATION .......................................................................... 37
Section 10.1 Termination .............................................................. 37
Section 10.2 Effect of Termination .................................................... 38
Article XI INDEMNIFICATION ..................................................................... 38
Section 11.1 Indemnification from the Transferors ..................................... 38
Section 11.2 Limitations on Transferors' Indemnification Obligations .................. 39
Section 11.3 Indemnification from Venture Holdings .................................... 40
Section 11.4 Mitigation ............................................................... 40
Section 11.5 Calculation of Losses .................................................... 40
Section 11.6 Procedures Relating to Indemnification for Third Party Claims ............ 40
Section 11.7 Other Claims ............................................................. 41
Section 11.8 Knowledge ................................................................ 42
Article XII MISCELLANEOUS PROVISIONS ........................................................... 42
Section 12.1 Amendment ................................................................ 42
Section 12.2 Survival of Representations, Warranties and Agreements ................... 42
Section 12.3 Access to Records After Closing Date; Disposal of Records ................ 42
Section 12.4 Governing Law ............................................................ 42
Section 12.5 Notices .................................................................. 42
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Section 12.6 Severability of Provisions ............................................... 44
Section 12.7 Assignment ............................................................... 44
Section 12.8 Further Assurances ....................................................... 44
Section 12.9 No Waiver; Cumulative Remedies ........................................... 45
Section 12.10 Specific Performance .................................................... 45
Section 12.11 Counterparts ............................................................ 45
Section 12.12 Binding Effect; Third-Party Beneficiaries ............................... 45
Section 12.13 Merger and Integration .................................................. 45
Section 12.14 Consent to Jurisdiction ................................................. 46
Section 12.15 Headings ................................................................ 46
Section 12.16 Tax Matters ............................................................. 46
Section 12.17 Release ................................................................. 47
Section 12.18 Schedules and Exhibits .................................................. 48
Section 12.19 Plan to Control ......................................................... 48
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EXHIBIT LIST
Exhibit A - Winget Entities
Exhibit B - Transferring Winget Entities
Exhibit C - [Intentionally Omitted]
Exhibit D - Retained Property (including Retained Entities)
Exhibit E - Transferred Winget Entities
Exhibit F - Transferred Assets
Exhibit G - [Intentionally Omitted]
Exhibit H - Harper Lease
Exhibit I - Masonic Lease
Exhibit J - Equipment Usage Agreement
Exhibit K - Escrow Agreement
Exhibit L - Form of Confirmation Order
Exhibit M - Employment Agreement
Exhibit N - Form of Operating Agreement
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SCHEDULES
Schedule 1.1 - Permitted Liens
Schedule 4.1 - Allocation of Winget Interests
Disclosure Schedule
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CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT, dated as of September 22, 2003 (the
"Agreement"), is made among Larry J. Winget ("Larry J. Winget") and the Larry J.
Winget Living Trust (together with Larry J. Winget, "Winget"), as first parties,
the Transferring Winget Entities (as defined herein), as second parties, and
Venture Holdings Company, LLC, a Michigan limited liability company ("Venture
Holdings") and its domestic subsidiaries (collectively with Venture Holdings,
the "Debtors"), as third parties. Winget and the Transferring Winget Entities
are sometimes referred to herein as the "Transferors".
A. Winget, directly or indirectly, is the sole record and
beneficial owner of various entities, defined in Section 1.1 as the Winget
Entities, which conduct business with the Venture Entities. Winget, directly or
indirectly, is also the sole record and beneficial owner of the Venture
Entities.
B. In connection with the restructuring of the debt obligations
of the Debtors pursuant to the Plan (as herein defined), the Debtors desire that
the ownership of certain of the Winget Entities (which are defined in Section
1.1 as the "Transferred Winget Entities"), and certain assets and/or property
currently used in or related to the Business of the Transferring Winget Entities
and listed on Exhibit F attached hereto (the "Transferred Assets"), be combined
with the ownership of the Venture Entities under a single entity, all of the
common equity of which shall be owned by the Transferors.
C. In order to effect the transfer of ownership described in
Recital B, after the date hereof and prior to the Closing Date, as herein
defined, Venture Holdings shall cause Venture Companies, LLC ("Venture
Delaware") to be organized under the Delaware Limited Liability Company Act. On
the terms and subject to the conditions herein contained, on the Closing Date
the Transferors shall transfer or cause to be transferred to Venture Delaware
their entire right, title and interest in and to the Transferred Winget Entities
and the Transferred Assets, and Venture Holdings shall cause Venture Delaware to
assume certain liabilities of the Transferors and issue to the Transferors the
Winget Interests (as herein defined). Pursuant to the Plan, all of the equity
interests in Venture Holdings shall be transferred to Venture Delaware.
D. It is the intent of the parties that the Transferors shall
transfer their entire right, title and interest in and to the Transferred Winget
Entities and Transferred Assets to Venture Delaware, which will be taxed as a
partnership, in exchange for certain interests in Venture Delaware and that such
contributions of property to Venture Delaware will qualify for non-recognition
treatment under Section 721 of the Internal Revenue Code of 1986, as amended
(the "Code") All aspects of the contributions of property and any assumption of
any liability shall be implemented and construed in accordance with the intent
to qualify for Section 721 non-recognition treatment.
E. The Debtors will complete the preparation of, and file, the
Plan promptly after the execution of this Agreement and in reliance hereon.
Subject to the terms and conditions set forth in this Agreement and the Plan,
the Transferors will support the Plan and the Debtors will proceed with the
Plan.
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In consideration of the premises and the mutual agreements set forth
herein, it is hereby agreed by and between the Transferors and the Debtors as
follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. All capitalized terms used herein shall have
the meanings specified herein and shall include in the singular number the
plural and in the plural number the singular.
"Actual Tax Amount" is defined in Section 6.2(k).
"Agent" shall mean Bank One, N.A., as administrative agent for the
Pre-Petition Lenders.
"Agreement" is defined in the Preamble.
"Alabama Project" means that project anticipated to be developed and
built for the purpose of supplying parts to Hyundai Motor Manufacturing Alabama,
LLC from a site in Alabama.
"Assumed Liabilities" is defined in Section 3.1(a).
"Audited Venture Financial Statements" is defined in Section 6.1(x).
"Audited South Africa/Australia Financial Statements" is defined in
Section 6.1(t).
"Australia" means Venture Asia Pacific (Pty.) Ltd. and its
subsidiaries.
"Bankruptcy Code" means The Bankruptcy Reform Act of 1978, as amended
from time to time.
"Bankruptcy Court" means the United States Bankruptcy Court for the
Eastern District of Michigan, Southern Division.
"Bank Steering Committee" means the steering committee formed by the
Agent under the Existing Bank Facility, as constituted from time to time.
"Business" means (i) with respect to the Venture Entities, the supply,
design, system integration and manufacture of interior and exterior plastic
components, modules and systems for the automotive industry, (ii) with respect
to the Winget Entities (other than South Africa and Australia), the ownership of
real estate, machinery and equipment and intellectual property and the
performance of manufacturing related and administrative services (including
design work and tooling) and marketing formats integral to the supply, design,
system integration and manufacture of interior and exterior plastic components,
modules and systems for the automotive industry, and (iii) with respect to South
Africa and Australia, the supply, design, system integration and manufacture of
interior and exterior plastic components, modules and systems for the automotive
industry.
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"Cancelled Sales Representation Agreements" means that certain Sales
Representation Agreement effective as of January 1, 1991 between Venture
Industries Corporation and VSE, and any amendments thereto; that certain Sales
Representation Agreement effective as of January 1, 1991 by and between Vemco,
Inc. and VSE, and any amendments thereto; and that certain Sales Representation
Agreement effective as of January 1, 1999 by and between Venture Holdings
Corporation and VSE, and any amendments thereto.
"Cap" is defined in Section 11.2(a).
"Closing Date" means the date on which the transactions contemplated
hereunder shall occur, which shall be a date within three business days after
the Plan has become effective by its terms and all other conditions set forth in
Article IX have been satisfied or waived by the parties. For the purposes of
this Agreement, the transactions to occur on the Closing Date shall be deemed to
have occurred on 12:01 a.m. on the Closing Date.
"Code" is defined in the Preamble.
"Common Membership Interests" means the common equity interests in
Venture Delaware.
"Confirmation Order" means an order confirming the Plan in the form
agreed to in accordance with Sections 7.1A(a)(i) and 9.1(d) and which when
mutually agreed to shall be attached to this Agreement as Exhibit L.
"Creditors' Committee" means the official committee of unsecured
creditors appointed pursuant to Section 1102(a) of the Bankruptcy Code in the
case under chapter 11 of the Bankruptcy Code commenced by the Debtors on March
28, 2003 in the Bankruptcy Court, styled In re: Venture Holdings Company, LLC.,
et al. and bearing case number 03-48939.
"Creditors' Trust" means the trust which is created pursuant to the
Plan to be administered by the trustee thereof with the advice and/or direction
of a trust advisory board, all as more specifically set forth in the Plan.
"Creditors' Warrant" means a warrant to be issued to the Creditors'
Trust to acquire, for nominal consideration, a percentage of Common Membership
Interests of Venture Delaware in accordance with the Plan.
"Debtors" is defined in the Preamble.
"Deductible" is defined in Section 11.2(a).
"Deliverables" is defined in Section 6.2(g).
"Deluxe" means Deluxe Pattern Corporation.
"Disclosure Schedule" means the schedule delivered pursuant to Article
VI.
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"Disclosure Statement" means the Disclosure Statement that relates to
and accompanies the Plan, as it may be supplemented, amended or modified from
time to time.
"Discussion Term Sheet" means that certain Discussion Term Sheet dated
as of July 31, 2003.
"Distributed Amounts" is defined in Section 6.2(k).
"Employee Benefit Plan" means each employee bonus, retirement, pension,
profit sharing, stock option, stock appreciation, stock purchase, incentive,
deferred compensation, hospitalization, medical, dental, vision, life and other
health and disability (whether provided by insurance or otherwise), severance,
termination and other plan, program, arrangement, policy or payroll practice
providing any remuneration or benefits (other than current cash compensation),
including without limitation, each employee benefit plan as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), which is both (A) (i) maintained by any Winget Entity or any person,
corporation, partnership, or other entity that would be aggregated with, or
treated as the same employer as, any Winget Entity for any purpose under the
Code or ERISA (an "ERISA Affiliate") or (ii) to which any Winget Entity or an
ERISA Affiliate contributes or has contributed and (B) one under which any
employee of any Winget Entity participates or had accrued any rights or under
which any Winget Entity is liable in respect of an employee of any Winget Entity
with respect to his or her employment with such Winget Entity, but excluding any
Employee Benefit Plan maintained by a Venture Entity.
"Employment Agreement" means an employment agreement (i) pursuant to
which, among such other terms as are mutually agreed to, (A) commencing on (and
effective only upon the occurrence of) the Closing Date, Venture Delaware shall
employ Larry J. Winget as its non-executive chairman for a two year term, at a
base salary of $600,000 per year, and (B) Larry J. Winget will be entitled to
severance pay equal to one year's salary in the event of termination by Venture
Delaware without just cause or by Larry J. Winget following a constructive
termination; (ii) which is in the form agreed to in accordance with Section
7.1A(a)(iv) of this Agreement; and (iii) which when mutually agreed to shall be
attached to this Agreement as Exhibit M.
"Environmental Laws" is defined in Section 6.1(q).
"Equipment Usage Agreement" is defined in Section 8.1(c).
"Equity Interests" shall mean the capital stock, partnership interests,
limited liability company interests, or other ownership interests in, the
Transferred Winget Entities.
"Escrow Agent" is defined in Section 8.1(d).
"Escrow Agreement" is defined in Section 8.1(d).
"Excepted Businesses" means Venture Alabama, LLC, Nova Industries,
Inc., Universal Plastic Industries, Inc. (a/k/a Universal Venture Automotive),
Satyam Venture Engineering Services and VIC Management, L.L.C. (to the extent of
its current investment in Atlantic Automotive), in each case (excluding Venture
Alabama, LLC) with respect to the business being
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conducted by such entities which is competitive with the Venture Business on the
date hereof, only to the extent of such business as conducted on the date
hereof; provided, however, that Venture Alabama, LLC shall only be deemed an
"Excepted Business" if Larry J. Winget signs an option agreement (which includes
a non-compete covenant) with respect to the acquisition by Venture Holdings of
all of the membership interests in Venture Alabama, LLC within 2 weeks after the
date hereof.
"Excluded Liabilities" is defined in Section 3.1(b).
"Existing Bank Facility" The obligations under the Credit Agreement
among Venture Holdings as borrower, the Pre-Petition Lenders and Bank One, NA,
as administrative agent, dated as of May 27, 1999, and all documents executed
ancillary thereto, in each case as amended through the date hereof.
"Exit Financing" means the exit financing facility obtained by the
reorganized Debtors pursuant to Section 9.1(d).
"Foreign Plan" means any plan, arrangement or contract or other program
maintained by any Transferred Winget Entity outside of the United States for the
purpose of providing or otherwise making available retirement or other benefits
to employees, but excluding statutory plans.
"GAAP" is defined in Section 6.1(u).
"General Partners" is defined in Section 8.1(a).
"Governmental Authority" means any government, any governmental entity,
department, commission, board, agency or instrumentality and any court, tribunal
or judicial or arbitral body whether federal, state, local or foreign.
"Governmental Order" means any order, judgment, injunction, owner,
stipulation, determination or award entered by or with any Governmental
Authority.
"Harper Lease" is defined in Section 8.1(a).
"Harper Partners" is defined in Section 8.1(a).
"Harper Property" shall mean the real estate commonly known as 34501
Harper, Mt. Clemens, Michigan.
"Heavy" means Venture Heavy Machinery Limited Liability Company.
"IAS" is defined in Section 6.1(t).
"Income Tax" means any Tax based on or measured by income (including
any franchise Tax which is so based).
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"Indemnifying Party" means a party to this Agreement having an
obligation of indemnification pursuant to Article XI.
"Indemnified Party" means a party to this Agreement who is entitled to
receive indemnification pursuant to Article XI.
"Indemnity Termination Date" is defined in Section 11.2(b).
""Interim Financial Statements" is defined in Section 6.1(y).
"Knowledge" as applied to the Transferors, means those facts or
circumstances actually known by Larry J. Winget, or any of Messrs. Krieger,
Wilks, Hanson, Cane, Demiro or Walker, and, with respect to any entity organized
under the laws of a country other than the United States, the directors and
executive officers of such foreign entity, in each case, after due inquiry.
"Knowledge", when applied to Venture Holdings, means those facts and
circumstances actually known by Messrs. Butler, Bione, MacKenzie, or any member
of the board of directors or managers of Venture Holdings (exclusive of Larry J.
Winget), in each case after due inquiry.
"Larry J. Winget" is defined in the Preamble.
"Leases" is defined in Section 8.1(c).
"Liabilities" is defined in Section 6.1(ff).
"Liens" means any lien, security interest, or other charge or
encumbrance of any kind, or any other type of preferential arrangement, or other
encumbrance on title.
"Limited Partners" is defined in Section 8.1(a).
"Losses" mean any and all actions, costs, damages, disbursement,
expense, liability, loss, deficiency, obligation, penalty or settlement of any
kind or nature, including but not limited to, interest or other carrying costs,
penalties, and reasonable legal, accounting and other professional fees and
expenses incurred in the investigation, collection, prosecution and defense of
claims and amounts paid in settlement, excluding any indirect or consequential
damages (including diminution in value) except to the extent such damages are
recovered by third parties.
"Masonic Lease" is defined in Section 8.1(b).
"Masonic Property" shall mean the real estate commonly known as 17085
Masonic, Fraser, Michigan.
"Material Adverse Effect" means (i) with respect to the Winget
Entities, a material adverse effect on the business, results of operations or
financial condition of the Transferred Winget Entities and the Transferred
Assets, taken as a whole and (ii) with respect to Venture Holdings, a material
adverse effect on the business, results of operations or financial condition of
the Venture Entities, taken as a whole.
"Material Contract" is defined in Section 6.1(l).
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"Operating Agreement" means the operating agreement of Venture Delaware
which (i) shall set forth the rights and preferences of the Common Membership
Interests and the Preferred Membership Interests; (ii) is in the form agreed to
in accordance with Section 7.1A(a)(iii) of this Agreement; and (iii) when
mutually agreed to shall be attached to this Agreement as Exhibit N.
"Organizational Documents" means (a) the articles or certificate of
incorporation and the bylaws of a corporation; (b) the articles of organization
or certificate of formation and the operating agreement of a limited liability
company; (c) the partnership agreement and any statement of partnership of a
general partnership; (d) the limited partnership agreement and the certificate
of limited partnership of a limited partnership; (e) the certificate of trust
and the trust agreement of a trust; (f) any charter or similar document adopted
or filed in connection with the creation, formation, or organization of an
entity; (g) documents of a similar nature to the foregoing which relate to any
foreign entity; and (h) any amendment to any of the foregoing, including without
limitation the Operating Agreement.
"Owned Real Property" is defined in Section 6.1(f).
"PBGC" is defined in Section 6.1(k)(E).
"Permitted Liens" means (x) Liens to be disclosed on Schedule 1.1, and
(y) Liens existing on the date hereof and securing liabilities set forth in the
Audited Venture Financial Statements, the Audited South Africa/Australia
Financial Statements or the Interim Financial Statements.
"PIM" is defined in Section 6.1(dd).
"Plan" means that certain Debtors' Joint Plan of Reorganization, in the
form agreed to in accordance with Section 7.1A(a)(ii) and filed with the
Bankruptcy Court.
"Post-Signing Scheduling Period" means (x) with respect to the Winget
Entities other than South Africa and Australia, the period commencing on the
date of this Agreement and terminating at 11:59 p.m. Eastern Standard Time on
the date which is 21 days from the date hereof, and (y) with respect to South
Africa and Australia, the period commencing on the date of this Agreement and
terminating at 11:59 p.m. Eastern Standard Time on (1) with respect to
information required to be disclosed pursuant to Section 6.1(l), the date which
is 45 days from the date hereof, and (2) with respect to all other matters, the
date which is 30 days from the date hereof.
"Preferred Membership Interests" means the preferred membership
interests in Venture Delaware to be issued to the Pre-Petition Lenders pursuant
to the Plan.
"Pre-Petition Lenders" means the financial institutions party to the
Existing Bank Facility, as lenders, including Bank One, N.A., as the
administrative agent thereunder, and their respective successors and assigns.
"Real Property Leases" is defined in Section 6.1(g).
"Release" is defined in Section 12.17(a).
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"Related Party Transaction" means a transaction between a Venture
Entity or a Transferred Winget Entity, on the one hand, and Winget, a Retained
Entity or an affiliate of Winget or a Retained Entity (other than Venture
Entities or Transferred Winget Entities), on the other hand.
"Released Claims" is defined in Section 12.17(a).
"Released Parties" is defined in Section 12.17(a).
"Releasing Party" is defined in Section 12.17(a).
"Relevant Date" is defined in Section 6.2(f).
"Restricted Period" is defined in Section 6.2(f).
"Restructuring Professionals" means the financial advisors,
accountants, lawyers and investment bankers retained by any Venture Entity in
connection with the restructuring of the Debtors.
"Retained Entity" shall mean (w) the Transferring Winget Entities, (x)
those other Winget Entities owned, directly or indirectly, wholly or partially,
by Winget or members of his family and which are listed on Exhibit D, and (y)
without limitation of the generality of clauses (w) and (x), each entity
beneficially owned, directly or indirectly, by Winget which is not engaged in
the Business or otherwise conducting business with the Venture Entities.
"Retained Property" means the assets, rights, properties and goodwill
of the Transferors listed on Exhibit D hereto and the Retained Entities as
listed on Exhibit D.
"Review Period" is defined in Section 6.2(g).
"South Africa" means Venture Otto South Africa (Pty.) Ltd.
"Subsequent Financial Statements" is defined in Section 6.1(v).
"Taxes" means all taxes, charges, fees, levies or other assessments
including income, excise, property, transfer, payroll, withholding, employment,
value added, capital, net worth, estimated, sales, use and franchise taxes,
imposed by the United States, or any state, county, local or foreign government
or subdivision or agency thereof, and including any interest, penalties or
additions attributable thereto, whether or not disputed.
"Termination Date" is defined in Section 10.1.
"Third Party Claim" means a claim or demand made by any third person
against an Indemnified Party for which indemnification is required to be made
under Article XI.
"Transferors" is defined in the Preamble.
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"Transferred Assets" shall mean those assets and properties of the
Transferors listed on Exhibit F attached hereto.
"Transferred Winget Entities" shall mean those entities listed on
Exhibit E attached hereto (including each subsidiary of such entity, whether or
not listed thereon). For purposes of Article V, Sections 6.1, 7.2(a) and 9.2(d),
each reference to Transferred Winget Entities shall be deemed to include VSE.
"Transferring Winget Entities" shall mean those entities listed on
Exhibit B attached hereto.
"Unit Trust" is defined in Section 6.1(dd).
"Venco" is defined in Section 6.1(dd).
"Venture B Assets" shall mean all assets (net of all liabilities) of
Peguform GmbH & Co., K.G. and related entities located in Germany, Spain, Mexico
and Brazil.
"Venture Business" is defined in Section 6.2(f).
"Venture Delaware" is defined in the Preamble.
"Venture Entities" means Venture Holdings and its subsidiaries.
"Venture Holdings" is defined in the Preamble.
"Venture Indemnified Parties" is defined in Section 11.1(a).
"Venture Industries" is defined in Section 8.1(a).
"VIC Receivable" is defined in Section 3.1(b).
"VSE" means Venture Sales & Engineering Corp.
"VSE Receivable" is defined in Section 3.1(b).
"Winget" is defined in the Preamble.
"Winget Assets" means (x) all of the assets and properties of the
Transferred Winget Entities and (y) the Transferred Assets.
"Winget Entities" means the entities listed in Exhibit A attached
hereto, including the Transferred Winget Entities.
"Winget Entities Financial Statements" is defined in Section 6.1(u).
"Winget Indemnified Parties" is defined in Section 11.3.
"Winget Interests" is defined in Section 4.1.
"2002 Financial Statements" is defined in Section 6.1(z).
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ARTICLE II
CONTRIBUTION OF ASSETS
Section 2.1 Contribution of Equity Interests and Transferred Assets.
(a) Pursuant to the Plan, and upon the terms and subject to
the conditions set forth herein and in the Plan, on the Closing Date the
Transferors shall assign, transfer and convey to Venture Delaware and Venture
Holdings shall cause Venture Delaware to accept from the Transferors, all of the
Transferors' right, title and interest in, to and under the Equity Interests and
the Transferred Assets, free and clear of all Liens except Permitted Liens.
(b) Each Transferor agrees that, at its own expense, it will
promptly execute and deliver all instruments and documents and take all actions
as may be reasonably necessary or as Venture Holdings or Venture Delaware may
reasonably request in order to perfect or protect the interest of Venture
Delaware in the Equity Interests and Transferred Assets transferred hereunder by
such Transferor or to enable Venture Delaware to exercise or enforce any of its
rights hereunder.
ARTICLE III
ASSUMPTION OF LIABILITIES
Section 3.1 Assumed Liabilities.
(a) Pursuant to the Plan, and upon the terms and subject to
the conditions set forth herein, on the Closing Date, Venture Holdings shall
cause Venture Delaware to assume and agree to pay or otherwise discharge only
those obligations or liabilities (w) that first arise after the Closing Date
under any contracts or agreements included in the Transferred Assets, (x) with
respect to Transferred Assets consisting of accrued real estate and personal
property taxes that are not yet due and owing, and (y) with respect to VSE,
accrued payroll expenses of any employee of VSE who accepts an offer of
employment made by Venture Holdings, in its sole discretion, and to the extent
reflected in the financial statements of VSE to be delivered pursuant to Section
6.1(v) or arising in the ordinary course of business after the dates of such
financial statements, but, in each case, excluding the Excluded Liabilities (the
"Assumed Liabilities"). The terms of employment with respect to any employee of
VSE to whom an offer of employment is made by Venture Holdings, including
without limitation with respect to compensation and fringe benefits, shall be
consistent with those applicable to employees of the Venture Entities having
similar responsibilities and seniority. The parties acknowledge that the
Transferred Winget Entities shall continue to be obligated for their respective
obligations and liabilities except to the extent such obligations or liabilities
constitute Excluded Liabilities or are otherwise subject to the Transferors'
indemnity obligation as set forth in Section 11.1.
(b) Venture Delaware shall not assume and the Transferred
Winget Entities shall not be liable following the Closing Date for: (u) that
certain liability of Heavy to VSE (the "VSE Receivable"), which as of July 31,
2003 was in the approximate amount of $930,974, in such amount as may exist on
the Closing Date, and that certain liability of Heavy to VIC
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Management, L.L.C. (the "VIC Receivable"), which as of July 31, 2003, was in the
approximate amount of $2,245,385, in such amount as may exist on the Closing
Date; (v) that certain liability of VSE to a former sales representative
reflected on the books and records of VSE of approximately $150,000, (w) Taxes
that are the obligation of the Transferors pursuant to Section 12.16; (x)
obligations and liabilities which are subject to the Transferors' indemnity
obligation as set forth in Section 11.1; (y) obligations and liabilities to the
extent relating to or arising or resulting from the Retained Property; or (z)
obligations and liabilities relating to employment of Larry J. Winget or his
family members by any Winget Entity (collectively, the "Excluded Liabilities").
ARTICLE IV
CONSIDERATION AND PAYMENT
Section 4.1 Consideration. The consideration for the Transferred Winget
Entities and Transferred Assets conveyed as of the Closing Date to Venture
Delaware by the Transferors under this Agreement, and the other covenants of the
Transferors set forth herein, shall be (a) the delivery to the Transferors of
100% of the Common Membership Interests of Venture Delaware (the "Winget
Interests"), and (b) the assumption of the Assumed Liabilities by Venture
Delaware. The Winget Interests shall be allocated among the Transferors as set
forth in Schedule 4.1. Venture Holdings shall cause Venture Delaware to issue
the Winget Interests to the Transferors.
ARTICLE V
RECEIVABLES
Section 5.1 Related Party Receivables and Payables. Each Debtor
acknowledges that as of the date hereof and/or as of the Closing Date, it may
owe certain amounts to a Transferor, a Retained Entity or a Transferred Winget
Entity. To the extent that amounts are determined by final order of the
Bankruptcy Court to be owed by (a) the Transferred Winget Entities (or any of
them) to the Debtors (taking into account all defenses, offsets, counterclaims
and similar rights), (b) the Transferors or Retained Entities (or any of them)
to the Debtors (taking into account all defenses, offsets, counterclaims and
similar rights), or (c) the Debtors (or any of them) to the Transferred Winget
Entities, the Transferors or the Retained Entities (taking into account all
defense, offsets, counterclaims and similar rights) such amounts, in each case,
shall be factored into the determination of the value of the Creditors' Warrant
or shall be factored into the amounts available in the Creditors' Trust, as the
case may be, pursuant to the terms of the Plan. Except as expressly provided
herein, the rights of the Transferors, the Transferred Winget Entities and the
Retained Entities shall not be impaired or affected by this Article 5.
ARTICLE VI
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE TRANSFERORS
Section 6.1 Representations and Warranties of the Transferors. The
Transferors jointly and severally make the representations and warranties set
forth in this Section 6.1. Subject to Section 12.18, all of such representations
and warranties shall be qualified by the matters contained in the schedule to be
delivered by the Transferors pursuant to Section 6.2(g),
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and identified as the Disclosure Schedule. All such matters shall be identified
so as to correspond to the paragraphs of this Section 6.1 to which such matters
relate. Upon delivery of the Disclosure Schedule, all of the representations and
warranties herein contained shall be deemed to have been made as of the date of
delivery of the Disclosure Schedule, and all future tense references in this
Article VI to matters to be disclosed in the Disclosure Schedule shall at the
time of delivery thereof be read in the present tense:
(a) Organization and Qualification. Each of the Winget
Entities is duly organized, validly existing and in good standing under the laws
of its respective jurisdiction of formation or organization and has all
requisite corporate or company power and authority to own, lease and operate its
properties and assets and to carry on its Business as now being conducted. Each
of the Winget Entities is duly qualified to transact business, and is in good
standing, in each jurisdiction where the nature of its activities makes such
qualification necessary, except where the failure to so qualify would not have a
Material Adverse Effect. The Larry J. Winget Living Trust has been duly created
and is validly existing under the laws of Michigan.
(b) Power and Authority; Enforceability. Each of the
Transferors has all requisite power and authority to enter into this Agreement
and to carry out the transactions contemplated hereby. The execution, delivery
and performance by each of the Transferors of this Agreement have been duly
authorized by all necessary corporate, company, trust or other action on the
part of each Transferor. This Agreement constitutes the legal, valid and binding
obligation of each Transferor, enforceable against it or him (as the case may
be) in accordance with its terms, subject to (i) laws of general application
relating to bankruptcy, insolvency, and the relief of debtors, and (ii) rules of
law governing specific performance, injunctive relief, or other equitable
remedies.
(c) No Conflict or Violation. The execution, delivery and
performance of this Agreement and the consummation by the Transferors of the
transactions contemplated hereby do not (a) violate any provision of the
Organizational Documents of the Transferors or (without duplication) the Winget
Entities, (b) violate, conflict with or result in a breach of or constitute a
default under, any term, condition, or provision of any Material Contract or any
material contract by which any Transferor is bound, (c) violate any law,
ordinance, code, rule, regulation, order, judgment, injunction, award or decree
of any Governmental Authority applicable to any Transferor, Transferred Winget
Entities or the Transferred Assets.
(d) Third-Party Consents. No consent, authorization or
approval of, and no registration or filing with, any third parties or any
Governmental Authority, is required for the execution, delivery and performance
of this Agreement by the Transferors and the consummation of the transactions
contemplated hereby.
(e) Title. The Transferred Winget Entities have good and
marketable title to all of the Winget Assets owned by them, or a valid leasehold
interest in or license to use, all of the Winget Assets leased or licensed to
them, in each case free and clear of all Liens of any nature whatsoever, except
for Permitted Liens. Each Transferor (or Transferred Winget Entity, as the case
may be) is the record and beneficial owner of, and has good and marketable title
to, the Equity Interests of the Transferred Winget Entity of which it is the
owner, or of the Transferred
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Assets of which it is the owner (as the case may be), free and clear of all
Liens of any nature whatsoever, except for Permitted Liens.
(f) Owned Real Property. The Disclosure Schedule shall contain
a correct and complete list of all real property owned of record or beneficially
by the Winget Entities or Winget and which constitutes Winget Assets (the "Owned
Real Property"). Except as set forth on the Disclosure Schedule:
(i) there are no pending or, to the Knowledge of
the Transferors, threatened condemnation proceedings, lawsuits or administrative
actions relating to the Owned Real Property, which would be reasonably likely to
have a material adverse effect on the use in the Business, or the value, of the
Owned Real Property;
(ii) all facilities located on the Owned Real
Property are supplied with utilities and other services necessary for the
operation of such facilities, all of which services are adequate for the current
operations thereof and are in accordance, in all material respects, with all
applicable laws, ordinances, rules and regulations; and
(iii) to the Knowledge of the Transferors, no
Transferor has received any written notice for any material assessment for
public improvements against any of the Owned Real Property which remains unpaid.
(g) Leased Real Property. The Disclosure Schedule shall
contain a correct and complete list of all leases for real property leased (as
lessor or lessee) by the Transferred Winget Entities or which constitute
Transferred Assets (the "Real Property Leases"). The Real Property Leases are
valid, binding and enforceable against the Winget Entities party thereto,
subject to (i) laws of general application relating to bankruptcy, insolvency,
and the relief of debtors, and (ii) rules of law governing specific performance,
injunctive relief, or other equitable remedies, and are in full force and
effect. There is no default thereunder by the Winget Entity party thereto, which
default would be reasonably likely to have a Material Adverse Effect; and no
event has occurred which with notice or lapse of time or both, would constitute
a default by the Winget Entity party thereto, which default would be reasonably
likely to have a Material Adverse Effect. No Winget Entity has assigned,
pledged, encumbered or sublet its interest in any Real Property Lease.
(h) Leased Personal Property. The Disclosure Schedule shall
contain a correct and complete list of all leases and other agreements under
which Winget or any Winget Entity leases, holds or operates any tools,
furniture, machinery, equipment, vehicles or other personal property owned by
any other person and which is used in the conduct of the Business by Winget or
such Winget Entity and which has an annual rental obligation in excess of
$50,000. All of such leases and agreements are valid, binding and enforceable
against Winget or the Winget Entity party thereto, subject to (i) laws of
general application relating to bankruptcy, insolvency, and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive
relief, or other equitable remedies, and are in full force and effect. There is
no default thereunder by Winget or the Winget Entity party thereto, which
default would be reasonably likely to have a Material Adverse Effect; and no
event has occurred which, with notice or lapse of time or both,
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would constitute a default by Winget or the Winget Entity party thereto, which
default would be reasonably likely to have a Material Adverse Effect.
(i) Intellectual Property.
(i) To the Knowledge of the Transferors, there
are no United States or other foreign patents or patent applications the claims
of which prevent or would prevent Venture Holdings from operating the Winget
Assets or the Business of any Transferred Winget Entities as currently operated.
(ii) There are no claims or demands of any other
person, firm or corporation pertaining to any of the intellectual property
contained in the Winget Assets, and no proceedings have been instituted, are
pending, or to the Knowledge of the Transferors, are threatened, which challenge
any of the Winget Entities' rights in respect thereto, and none is subject to
any outstanding order, decree, judgment or stipulation. To the Knowledge of the
Transferors, the operation of the Business of the Transferred Winget Entities
and the Transferring Winget Entities does not infringe the intellectual property
rights of any other person, firm or corporation.
(iii) The Disclosure Schedule shall contain a true
and complete list of all license agreements whereby (x) intellectual property is
licensed to a Transferred Winget Entity, or constitutes a Transferred Asset, and
(y) the annual expense under such license exceeds $50,000.
(iv) The Transferred Winget Entities and the
Transferring Winget Entities, taken as a whole, exclusively own or possess
adequate licenses or other rights to use all patents, patent applications,
trademarks, trade secrets, trade names, copyrights, formulae, production
outlines, computer programs, software, production development records and other
proprietary information used by the Transferred Winget Entities and the
Transferring Winget Entities. All of the foregoing are included in and are a
part of the Winget Assets.
(j) Employment Matters. With respect to the employees of the
Transferred Winget Entities:
(i) there is no labor strike, slowdown, work
stoppage, dispute, lockout or other labor controversy in effect or, to the
Knowledge of the Transferors, threatened;
(ii) no action, suit, complaint, charge,
arbitration, inquiry, proceeding or investigation by or before any Governmental
Authority brought by or on behalf of any employee, prospective employee, former
employee, retiree, labor organization or other representative of the employees
of any Transferred Winget Entity is pending or, to the Knowledge of Transferors,
threatened;
(iii) no Transferred Winget Entity is a party to
or otherwise bound by, any consent decree with, or citation by, any Governmental
Authority relating to employees or employment practices, wages, hours, and terms
and conditions of employment with respect to its Business;
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(iv) each Transferred Winget Entity has paid in
full, or accrued in the financial statements referenced in Section 6.1(t) and
6.1(u), to all employees of such Transferred Winget Entity, all wages, salaries,
commissions, bonuses, benefits and other compensation due to such employees or
otherwise arising under any policy, practice, agreement, plan, program, statute
or other law;
(v) no Transferred Winget Entity is a party to
any collective bargaining agreement or other contract or agreement with any
labor organization or other representative of any of its employees nor is any
such contract or agreement presently being negotiated; and
(vi) no Transferred Winget Entity is a party to
any written employment agreement or consulting agreement (other than at-will
employment arrangements), involving annual payments of $50,000 or greater, with
any person or entity, nor is any such contract or agreement presently being
negotiated.
(k) Employee Benefit Plans.
(i) The Disclosure Schedule shall set forth all
Employee Benefit Plans maintained or contributed to by each Winget Entity or to
which each Winget Entity is obligated to contribute, including each
"multiemployer plan" (as such term is defined in Section 3(37) of ERISA) and a
list of all Foreign Plans. With respect to the Employee Benefit Plans:
A. no transaction or arrangement has
occurred with respect to any Employee Benefit Plan that is a
"prohibited transaction" within the meaning of Section 406 of
ERISA or Section 4975 of the Code;
B. there has been no "reportable
event" within the meaning of Section 4043 of ERISA and not
excepted by the regulations thereunder, nor within the past
six years has any event described in Section 4062, 4063 or
4041 of ERISA occurred;
C. each Employee Benefit Plan has been
duly established, and each Employee Benefit Plan and related
trust or other funding agreements and the administration and
funding thereof are currently, and have been at all times in
the past, in compliance in all material respects with the
requirements of applicable laws (including ERISA and the Code)
and in compliance with the terms of such plans, trust
agreements and any applicable collective bargaining
agreements, and all returns, reports, notices and applications
relating to each Employee Benefit Plan required by any
governmental entity have been timely filed;
D. all contributions or premiums
required to be made and all employee contributions required to
be withheld on or before the date hereof to or in respect of
each Employee Benefit Plan under the terms of such plan,
ERISA, the Code or other applicable law and applicable
collective bargaining agreements have been made on or before
their due dates or timely withheld, and no Taxes, penalties or
fees are due and payable under or in respect of any such plan;
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E. no Transferred Winget Entity has
incurred any liability (except for premiums) to the Pension
Benefit Guaranty Corporation ("PBGC") which has not been
discharged;
F. no Employee Benefit Plan is a
multiemployer plan, a defined benefit plan subject to Section
412 of the Code or Title IV of ERISA or a defined contribution
plan intended to qualify under Section 401(a) of the Code;
G. with respect to any Employee
Benefit Plan that is a multiemployer plan, (a) no Transferred
Winget Entity or ERISA Affiliate has incurred any liability
under Title IV of ERISA as a result of any withdrawal from any
such plan, (b) no Transferred Winget Entity or ERISA Affiliate
has received any notice from any such plan that the plan is in
reorganization or is insolvent, that increased contributions
may be required to avoid a reduction in plan benefits or the
imposition of any excise tax, or that such plan intends to
terminate or has terminated, and (c) no event has occurred
that would result in any such withdrawal liability;
H. each Employee Benefit Plan that is
intended to be qualified under Section 401(a) of the Code (i)
is so qualified and each trust for such plan is tax-exempt
under Section 501(a) of the Code and no event has occurred or
circumstance exists that will give rise to the
disqualification of the plan or loss of tax-exempt status of
the trust, and (ii) has received a favorable determination
letter (or advisory or opinion letter, as applicable) from the
Internal Revenue Service (or it is within the remedial
amendment period for the filing of an application therefor) on
the qualified status of the plan that covers all
tax-qualification requirements required under the Code to be
stated in the Employee Benefit Plan as of the Closing Date,
and no such letter has been revoked.
(ii) Neither the execution of this Agreement or
the completion of the transactions contemplated hereby will, whether alone or in
combination with any other event or circumstance, notice or lapse of time: (i)
result in any payment (including any change of control, severance or termination
payment) becoming due or potentially becoming due under any Employee Benefit
Plan or any agreement with any director, officer or employee of any Transferred
Winget Entity; (ii) increase any benefits otherwise payable under any Employee
Benefit Plan or any such agreement; or (iii) result in the acceleration of the
time of payment or vesting of any such benefits or any such plan or agreement.
(iii) There are no actions, suits, claims or
proceedings (other than routine claims for benefits), whether in equity or at
law, or examinations or investigations by any Governmental Authority pending or,
to the knowledge of the Transferors, threatened against or with respect to any
Employee Benefit Plan or any assets of any such Employee Benefit Plan.
(iv) Each Foreign Plan is in compliance in all
material respects with the provisions of all laws applicable to such Foreign
Plan and each Foreign Plan has accrued or otherwise taken into account on its
books and records all liabilities required to be accrued or otherwise taken into
account under the applicable law with respect to such Foreign Plan. All
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material liabilities with respect to each Foreign Plan have been paid when due.
All required employer contributions under each Foreign Plan have been made and
each Foreign Plan has been funded in accordance with the terms of such Foreign
Plan and in compliance in all material respects with all applicable law. All
material reports or other documents with respect to each Foreign Plan required
by applicable law have been timely filed with the appropriate Governmental
Authority, where the failure to file such reports or documents would be
reasonably likely to have a Material Adverse Effect. There are no actions, suits
or claims pending (other than routine claims for benefits in the ordinary
course), with respect to any Foreign Plans.
(l) Material Contracts. Except for (1) contracts and
agreements addressed in other subsections of this Section 6.1, (2) purchase
orders and sales orders in an amount not to exceed $100,000 per order and (3)
any contract which is between a Transferor or Transferred Winget Entity, on the
one hand, and a Venture Entity, on the other hand, no Transferor (with respect
to a Material Contract (as defined below) which is a Transferred Asset) or
Transferred Winget Entity is a party to any outstanding:
(i) commitment, contract, or agreement involving
an obligation or liability on the part of such Transferred Winget Entity of more
than (A) $50,000 in the case of a Transferred Winget Entity conducting business
in the United States, and (B) $100,000 in the case of a Transferred Winget
Entity located in a jurisdiction outside of the United States (excluding, in
each case, orders for the purchase of standard products from or by such
Transferred Winget Entity accepted in the ordinary course of business and
providing for prevailing prices and customary conditions of sale);
(ii) agreement, contract or commitment containing
any non-competition, confidentiality or other limitations restricting the
conduct of the Business of any Transferred Winget Entity;
(iii) agreement or contract relating to the
mortgaging, pledging or the placing of a Lien on any of the Winget Assets;
(iv) note, debenture, bond, equipment trust
agreement, letter of credit agreement, loan agreement or other contract or
commitment for the borrowing or lending of money or guarantee, pledge or
undertaking of the indebtedness of any other person;
(v) partnership, joint venture or similar
agreement;
(vi) any agreement entered into relating to the
acquisition or disposition of businesses, product lines or assets, except those
agreements entered into in the ordinary course of business;
(vii) any other agreement which (A) was not
entered into in the ordinary course of business which, by its terms, involves a
liability of any Transferred Winget Entity in excess of $100,000; (B) is
material to the operations or business prospects of the Business of any
Transferred Winget Entity; or (C) is included in the Transferred Assets (the
foregoing, and the
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contracts and agreements addressed in other subsections of this Section 6.1, are
referred to herein, collectively, as the "Material Contracts", and each
individually as a "Material Contract").
Each of the Material Contracts is valid and binding on the Transferred Winget
Entity or any Transferor (with respect to each Material Contract that is a
Transferred Asset) which is a party thereto and enforceable in accordance with
its terms, subject to (i) laws of general application relating to bankruptcy,
insolvency, and the relief of debtors, and (ii) rules of law governing specific
performance, injunctive relief, or other equitable remedies. No Transferred
Winget Entity or Transferor (with respect to each Material Contract that is a
Transferred Asset) is, nor, to the Transferors' Knowledge, is any other party to
any of the Material Contracts, in default thereunder, which default would be
reasonably likely to have a Material Adverse Effect; and (ii) to the
Transferors' Knowledge, no condition exists which with notice or lapse of time
or both would constitute a default by any Transferred Winget Entity or
Transferor (with respect to each Material Contract that is a Transferred Asset)
under any Material Contract, which default would be reasonably likely to have a
Material Adverse Effect. True and complete copies of all Material Contracts have
been made available to Venture Holdings.
(m) Tax Returns and Taxes.
(i) Each of the Transferred Winget Entities and
each Transferring Winget Entity (with respect to the Transferred Assets) has
duly filed (or caused to be filed) all returns of Taxes required to be filed by
it, and each of the Transferred Winget Entities and Transferring Winget Entities
(with respect to the Transferred Assets) has paid all Taxes for all periods
covered by such returns. Such returns of Taxes are true, correct, and complete
in all material respects.
(ii) No action or proceeding for the assessment
or collection of any Taxes is pending or proposed against any of the Transferred
Winget Entities or any Transferring Winget Entities (with respect to the
Transferred Assets), and no deficiency, assessment or other claim for any Taxes
has been asserted or made against any of the Transferred Winget Entities or
Transferring Winget Entities (with respect to the Transferred Assets) that has
not been fully paid. No issue has been raised by any taxing authority in
connection with an audit or examination of any return of Taxes which has not
been resolved or for which, if not resolved, adequate reserves are not
maintained. No Transferred Winget Entity or Transferring Winget Entity (with
respect to the Transferred Assets) has agreed, nor is required, to include in
income any adjustment pursuant to Section 481(a) of the Code (or comparable
state or foreign law or regulations) by reason of a change in accounting method
or otherwise. There are no outstanding agreements or waivers extending the
applicable statutory periods of limitation for the assessment or collection of
Taxes for any Transferred Winget Entity or Transferring Winget Entity (with
respect to the Transferred Assets) for any period. No Transferred Winget Entity
or Transferring Winget Entity has, with regard to any assets or property held by
any Transferred Winget Entity or with respect to the Transferred Assets, filed a
consent to the application of Section 341(f)(2) of the Code (or comparable state
or foreign law or regulations). No Transferred Winget Entity or Transferring
Winget Entity (with respect to the Transferred Assets) has received any reports
or other written assertions by agents of any taxing authority of any
deficiencies or other liabilities for Taxes with respect to taxable periods for
which the limitations period has not run. All Taxes of the Transferred Winget
Entities (including South Africa and Australia) which have been assessed but
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are not yet due and owing have been fully accrued on the financial statements of
the Transferors in accordance with GAAP or International Accounting Standards,
as applicable.
(iii) All Taxes which any of the Transferred
Winget Entities or any Transferring Winget Entities (with respect to the
Transferred Assets) has been required to collect or withhold have been duly
withheld or collected and, to the extent required, have been paid to the proper
Taxing authority.
(iv) No Transferred Winget Entity or Transferring
Winget Entity (with respect to the Transferred Assets) is, nor has been, a party
to any tax allocation or tax sharing agreement.
(v) None of the Winget Assets is subject to a
"safe harbor lease" under Section 168(f)(8) of the Code, as in effect
immediately prior to the Tax Equity and Fiscal Responsibility Act of 1982 (or
comparable federal, state or foreign law or regulations).
(vi) None of the Transferred Winget Entities will
have any liability for the Taxes of any person other than the respective
Transferred Winget Entity. For purposes of this representation, Taxes imposed
under Treasury Regulation section 1.1502-6 or a similar provision of state,
local or foreign Tax law shall not be considered Taxes of the respective
Transferred Winget Entity.
(n) Licenses and Permits. Each of the Transferred Winget
Entities owns, holds, possesses or lawfully uses all permits which are necessary
to conduct its Business as now conducted by it and all such permits are in full
force and effect, in each case where the failure to own, hold, possess, use, or
maintain in effect any such permit would be reasonably likely to have a Material
Adverse Effect.
(o) No Pending Litigation or Proceedings. There is no
litigation, investigation, arbitration or proceeding pending or, to the
Knowledge of the Transferors, threatened against or affecting the Business of
the Transferred Winget Entities or the Winget Assets, at law or in equity, by or
before any Governmental Authority, involving a claimed amount in excess of
$100,000. There are presently no outstanding Governmental Orders against or
affecting the Business of the Transferred Winget Entities or the Winget Assets.
(p) Compliance with Laws. To the Knowledge of the Transferors,
the Business of the Transferred Winget Entities has been conducted in compliance
in all material respects with all applicable laws, regulations and ordinances of
any Governmental Authority.
(q) Environmental Matters.
(i) There are no inquiries, litigation or other
proceedings pending, or, to the Knowledge of the Transferors, threatened with
regard to the current or prior conduct of the Business of any Transferred Winget
Entity or any real properties included in the Winget Assets relating to any law,
regulation or ordinance concerning air or water quality, public health and
safety, hazardous or toxic substances, or pollution or protection of the
environment ("Environmental Laws").
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(ii) To the Knowledge of the Transferors, no
Transferred Winget Entity has operated its Business other than in compliance
with all Environmental Laws in all material respects.
(iii) The Owned Real Property is not subject to
any Governmental Order which relates to or arises out of a violation of any
Environmental Laws.
(iv) No additional permits, licenses or approvals
are required under any Environmental Law relative to any real properties
included in the Winget Assets, the failure of which to obtain would be
reasonably likely to have a Material Adverse Effect.
(r) Sufficiency of Assets. The Transferred Assets and
Transferred Winget Entities include all of the assets and properties owned,
leased or licensed by the Winget Entities or Winget and necessary to the conduct
of the Business of the Venture Entities or (y) used in the conduct of the
Business of the Venture Entities as the same has been conducted within the two
year period ending on the date hereof and as conducted immediately prior to the
date hereof.
(s) Investment Representations. None of the Transferors is an
"underwriter" as such term is defined in Section 1145 of the Bankruptcy Code,
and the Transferors are acquiring the Winget Interests for investment and
without a view to the distribution thereof. The Transferors understand that no
public market now exists for any of the securities issued by Venture Delaware,
and that Venture Holdings has made no assurances that a public market will ever
exist for the Winget Interests. The Transferors further represent and warrant
that they have access to whatever information they deem necessary or appropriate
with respect to an investment in the Winget Interests. The Transferors
acknowledge that the Winget Interests have not been registered under the
Securities Act of 1933, as amended, or the Michigan Uniform Securities Act, or
any other applicable state securities law. The Transferors agree to resell the
Winget Interests only in "ordinary trading transactions," within the meaning of
section 1145(b)(1) of the Bankruptcy Code, or if registered, or pursuant to any
other available exemption from registration.
(t) South Africa and Australia Financial Information. The
financial statements of South Africa and Australia as of and for the periods
ended December 31, 2001 and December 31, 2002 (collectively, "Audited South
Africa/Australia Financial Statements") have been audited in accordance with
International Accounting Standards ("IAS"). All such Audited South
Africa/Australia Financial Statements fairly present in all material respects
the financial condition of the entities covered thereby as of the respective
dates presented in such reports, and the results of operations and cash flows of
the entities covered thereby for the respective periods presented. True and
complete copies of the Audited South Africa/Australia Financial Statements have
been provided to Venture Holdings.
(u) Winget Entities Financial Information. The financial
statements of each of the Winget Entities (other than South Africa and
Australia) as of and for the periods ended December 31, 2001 and December 31,
2002 (collectively, the "Winget Entities Financial Statements"), which consist
of compilations, have been prepared in accordance with generally accepted
accounting principles in the United States ("GAAP") and fairly present in all
material respects the financial condition of the entities covered thereby as of
the respective dates
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presented in such reports, and the results of operations and cash flows of the
entities covered thereby for the respective periods presented in such reports
(except for the omission of footnote disclosures required by GAAP). True and
complete copies of the Winget Entities Financial Statements for each of the
Winget Entities have been provided to Venture Holdings.
(v) Transferred Winget Entities Interim Financial Information.
The financial statements of the Transferred Winget Entities for each of the
quarters/months commencing on or after January 1, 2002 and ended on or prior to
July 31, 2003, and, to the extent delivered to Venture Holdings on or prior to
the Closing Date, the financial statements of the Transferred Winget Entities
for each quarterly or monthly period thereafter, commencing with August, 2003
and ending on the last day of the month immediately preceding the month in which
the Closing Date shall occur (the "Subsequent Financial Statements"), consisting
of compilations, will have been prepared in accordance with GAAP applied on a
consistent basis, except for South Africa and Australia which will have been
prepared in accordance with International Accounting Standards (except for the
omission of footnote disclosures required by GAAP and/or International
Accounting Standards). All such Subsequent Financial Statements will fairly
present in all material respects the financial condition of the entities covered
thereby as of the respective dates presented in such reports, and the results of
operations and cash flows of the entities covered thereby for the respective
periods presented in such reports. All such Subsequent Financial Statements will
reflect all adjustments (which will consist only of normal recurring adjustments
not material in amount and will include but not be limited to estimated
provisions for year end adjustments) reasonably necessary for a fair
presentation.
(w) Absence of Material Changes.
(i) Since December 31, 2002, other than as
disclosed in the Disclosure Schedule, whether or not in the ordinary course of
business, there has not been, occurred or arisen any change in or event
affecting the Winget Assets or their business, operations or financial condition
that has had or may reasonably be expected to have a Material Adverse Effect,
either individually or in the aggregate (other than as a result of the filing of
the bankruptcy petition by the Debtors.
(ii) Since December 31, 2002, other than as
disclosed in the Disclosure Schedule, whether or not in the ordinary course of
business, there has not been, occurred or arisen any change in or event
affecting the Venture Entities (excluding the Venture B Assets), or their
business, operations or financial condition that has had or may reasonably be
expected to have a Material Adverse Effect, either individually or in the
aggregate (other than as a result of the filing of the bankruptcy petition by
the Debtors.
(x) Venture Holdings' Audited Financial Information. The
consolidated balance sheets for Venture Holdings and its subsidiaries, as at
December 31, 2001 and the related consolidated statements of operations, changes
in stockholder's equity and changes in financial position or cash flow for the
periods then ended (the "Audited Venture Financial Statements") have been
examined by the auditors whose reports thereon are included with such Audited
Venture Financial Statements. All such Audited Venture Financial Statements have
been prepared in accordance with GAAP applied on a consistent basis. All such
Audited Venture Financial Statements fairly present in all material respects the
financial condition of the entities
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covered thereby as of the respective dates presented in such reports, and the
results of operations and cash flows of the entities covered thereby for the
respective periods presented in such reports.
(y) Venture Holdings Interim Financial Information. The
consolidated balance sheets for Venture Holdings and its subsidiaries (excluding
the Venture B Assets), at December 31, 2002 and at each quarterly period ended
on or prior to the Closing Date, and the related consolidated statements of
operations, changes in stockholder's equity and changes in financial position or
cash flow for the periods then ended (collectively, the "Interim Financial
Statements") have been prepared in accordance with GAAP applied on a consistent
basis (except for the omission of footnote disclosures required by GAAP). All
such Interim Financial Statements fairly present in all material respects the
financial condition of the entities covered thereby as of the respective dates,
and the results of operations and cash flows of the entities covered thereby for
the respective periods. All such Interim Financial Statements reflect all
adjustments (which consist only of normal recurring adjustments not material in
amount and include but are not limited to estimated provisions for year-end
adjustments) necessary for a fair presentation. At the dates of such Interim
Financial Statements, no such entity had any material liability (actual,
contingent or accrued) that, in accordance with GAAP applied on a consistent
basis, should have been shown or reflected therein but was not so reflected,
other than items disclosed in subsequent financial statements or in this
Agreement and the Disclosure Schedule.
(z) Venture Holdings 2002 Audited Financial Information. To
the extent delivered to Venture Holdings on or prior to the Closing Date,
Venture Holdings' consolidated balance sheets for the Venture Entities
(excluding the Venture B Assets) at December 31, 2002 and the related
consolidated statements of operations, changes in stockholder's equity and
changes in financial position or cash flow for the periods then ended
(collectively, the "2002 Financial Statements") will have been examined by the
auditors whose reports thereon will be included with such 2002 Financial
Statements. All such 2002 Financial Statements will have been prepared in
accordance with GAAP applied on a consistent basis. All such Financial
Statements will fairly present in all material respects the financial condition
of the entities covered thereby as of the respective dates presented in such
reports, and the results of operations and cash flows of the entities covered
thereby for the respective periods presented in such reports.
(aa) Accuracy of Information. All written information
furnished by Winget or on behalf of Winget by one of his representatives or
agents to the Bank Steering Committee or Venture Holdings since May 1, 2002
pertaining to the Winget Assets, the Retained Property, the Retained Entities,
Winget and the transactions contemplated by this Agreement (all of the foregoing
taken as a whole), is true and complete in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make any statement therein not misleading in light of the
circumstances in which such statement was made. None of the written information
(other than information with respect to the Venture Entities) supplied or to be
supplied by Winget or any of his affiliates (other than the Venture Entities) or
representatives, to any person for inclusion, or included, in any document filed
in connection with the Plan or in connection with the transactions contemplated
by the Disclosure Statement and any documents related to such transaction,
contains any untrue statement of a material fact,
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or omitted or omits to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. If any of such material written
information at any time subsequent to its delivery becomes untrue or misleading
in any material respect, to the extent Winget has actual Knowledge thereof,
Winget will promptly notify such person to whom the information was delivered in
writing of such fact and of the reasons for such change.
(bb) Lease Authority. Each of Harper Partners, Venture
Real Estate Acquisition Company and Venture Equipment Acquisition Company has
all requisite power and authority to enter into the Lease to which it is a party
and to carry out the transactions contemplated thereby. The execution, delivery
and performance by each of Harper Partners, Venture Real Estate Acquisition
Company and Venture Equipment Acquisition Company of the Lease to which it is a
party have been duly authorized by all necessary corporate, company or trust
action on the part of such entity. The Lease to which it is a party constitutes
the legal, valid and binding obligation of each of Harper Partners, Venture Real
Estate Acquisition Company and Venture Equipment Acquisition Company,
enforceable against it in accordance with its terms, subject to (i) laws of
general application relating to bankruptcy, insolvency, and the relief of
debtors, and (ii) rules of law governing specific performance, injunctive
relief, or other equitable remedies.
(cc) Certain Distributions. Since January 1, 2003, except
as otherwise permitted pursuant to the terms of this Agreement, there have been
no distributions or transfers by any of the Transferred Winget Entities
(exclusive of VSE) to Winget or any of his affiliates other than (i) transfers
to another Transferred Winget Entity or any Venture Entity and (ii) cash
distributions in an amount not exceeding $100,000 individually or in the
aggregate.
(dd) Certain Foreign Receivables.
(i) To the Knowledge of the Transferors, the
funds loaned from Heavy to P.I.M. Management Company ("PIM") were used by PIM to
either (a) purchase the shares of Venture Otto Holdings BV from a third-party or
(b) make loans to South Africa as set forth in the Audited South
Africa/Australia Financial Statements. To the Knowledge of the Transferors, such
loans shown in the Audited South Africa/Australia Financial Statements were
either (i) capitalized in fiscal year 1999 or (ii) repaid through an offset
generated by South Africa's purchase of the remaining 11% interest in South
Africa from the South African IDC in 2003.
(ii) To the Knowledge of the Transferors, the
funds loaned from Heavy to Venco #1 L.L.C. ("Venco") were used to purchase,
directly or indirectly, an interest in the Venture Australia Unit Trust (the
"Unit Trust"). As Venco is a Transferred Winget Entity, its assets (including
Venco's interest in the Unit Trust) constitute Winget Assets.
(iii) To the Knowledge of the Transferors, each of
the Heavy receivables listed on Exhibit D, Item 5, is not collectible from the
obligor under such receivables.
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(iv) To the Knowledge of the Transferors, since
January 1, 2002 no debt on the books of South Africa or Australia has been
converted to equity or repaid (except as shall be set forth on the Disclosure
Schedule).
(ee) Related Party Transactions. The Disclosure Schedule
shall set forth all Related Party Transactions which exceeded $20,000 per
transaction since August 1, 2000, other than certain transactions (including
leases, usage agreements and sales commission agreements) which have been
previously disclosed to Venture Holdings and the Bank Steering Committee and
which have been or are being consummated in accordance with the terms as
previously disclosed to Venture Holdings, the Agent and the Bank Steering
Committee.
(ff) No Undisclosed Liabilities. None of the Transferred
Winget Entities has any obligation or liability of any nature whatsoever (direct
or indirect, matured or unmatured, absolute, accrued, contingent or otherwise)
which would be required by GAAP, or, in the case of South Africa and Australia,
IAS, to be provided or accounted for, reserved against, or otherwise reflected,
directly or indirectly, on a balance sheet, including the notes thereto
(collectively "Liabilities") except for:
(i) Liabilities provided or accounted for,
reserved against or otherwise reflected in the Winget Entities Financial
Statements, Audited South Africa/Australia Financial Statements or Subsequent
Financial Statements for periods ending on or prior to July 31, 2003 and not
discharged subsequent to such financial statements;
(ii) Liabilities which have been incurred by the
Transferred Winget Entities subsequent to July 31, 2003 in the ordinary course
of the Transferred Winget Entities' respective businesses and consistent with
past practices and not discharged since such date, and not otherwise in breach
of a representation or warranty or covenant set forth in this Agreement.
Section 6.2 Covenants of the Transferors.
(a) Conduct of the Business. On and after the date of
this Agreement and until the first to occur of the Closing Date and the
Termination Date, Winget shall cause and the Transferors shall conduct the
business of the Transferred Winget Entities and the Transferred Assets in the
ordinary course of business. Without limiting the generality of the foregoing,
the Transferors shall: (i) use commercially reasonable efforts to preserve the
business organizations relating to each of the Transferred Winget Entities, (ii)
use commercially reasonable efforts to preserve the goodwill of the suppliers
and customers and others having business relationships with the Transferred
Winget Entities, (iii) cause to be paid and perform all debts, obligations and
liabilities as and when due (except for obligations or liabilities contested in
good faith), in a manner consistent with past practices, and all leases,
agreements, contracts and other commitments to which the Transferred Winget
Entities are a party or with respect to the Transferred Assets in accordance
with the terms and conditions thereof, (iv) comply in all material respects with
all material laws that may be applicable to the Transferred Winget Entities or
the Transferred Assets, (v) not create or allow the Transferred Winget Entities
to incur any indebtedness for borrowed money or any other material obligations,
and (vi) except as otherwise permitted by this Agreement, not cause or permit
any of the Transferred Winget Entities to transfer any assets, including cash,
(other than the Retained Property) or incur any liabilities or
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obligations to the Transferors or any of their respective affiliates (exclusive
of the Venture Entities). Notwithstanding the foregoing, none of the Transferors
shall be in breach of this paragraph if and to the extent the cause of such
breach results from the failure of the Debtors to provide funding in accordance
with the approved debtor-in-possession budget.
(b) Support of Plan. The Transferors hereby covenant and
agree to use their respective best efforts (subject to their rights under this
Agreement, including, without limitation, their rights under Section 9.2(e)), to
support, and cause each of the Winget Entities to support, the Plan as agreed to
in Section 7.1A(a)(ii) in the form in which it is filed; provided, however, that
the Transferors will not be obligated to support the Plan if, (x) it is not
agreed to in accordance with Section 7.1(A)(ii) prior to the filing, or (y) if
after filing, it is altered from the form in which it is filed in any respect
which is materially adverse to the Transferors, taken as a whole.
(c) Limitation on Certain Actions. The Transferors hereby
covenant and agree that, from and after the date of this Agreement and until the
first to occur of the Closing Date and the Termination Date, none of the
Transferors will take any action to amend, modify, revoke or rescind the
corporate and/or company authorization to execute and deliver, and perform
under, this Agreement.
(d) Intellectual Property Assignments. Winget hereby
covenants and agrees that on and after the Closing Date, he will do and perform,
from time to time, and execute and deliver, any and all instruments of transfer
or assignment required or reasonably requested by the other parties to evidence
or perfect Venture Delaware's right, title and interest in any intellectual
property contained in the Winget Assets.
(e) Winget Interim Financial Statements. On and after the
date of this Agreement and until the first to occur of the Closing Date and the
Termination Date, Winget hereby covenants and agrees to deliver the Subsequent
Financial Statements referred to in Section 6.2(v), promptly after such
Subsequent Financial Statements are available.
(f) Covenant Not to Compete. From the date hereof until
the earlier to occur of (i) the Termination Date and (ii) if the Closing Date
shall occur, the second anniversary of the date (the "Relevant Date") upon which
Larry J. Winget shall no longer be employed by Venture Delaware or any of its
subsidiaries (the "Restricted Period"), none of the Transferors shall:
(1) directly or indirectly (whether as
principal, agent, independent contractor, partner, investor (other than as a
holder of less than 10% of the outstanding capital stock of a publicly traded
corporation) or otherwise), own, manage, operate, control, participate in,
perform services for or otherwise carry on, a business competitive with the
business of Venture Holdings or any of its affiliates as conducted from time to
time until the Relevant Date, and thereafter, as conducted as of the Relevant
Date (the "Venture Business") other than (A) during the period from the date
hereof through the Closing Date, the Excepted Businesses and the Transferred
Winget Entities and the Transferring Winget Entities and (B) during the period
from the Closing Date through the end of the Restricted Period, the Excepted
Businesses, in each case in any geographic area in which Venture Holdings or its
affiliates (including the Transferred Entities) conducts the Venture Business as
of the Relevant Date; or
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(2) directly or indirectly, (A) induce or
attempt to persuade any employee, agent, supplier or customer of Venture
Holdings or any of its affiliates (or, prior to the Closing Date, the
Transferred Winget Entities) to terminate such employment, agency or business
relationship in order to enter into any such relationship on behalf of any other
business organization or entity in competition with the Venture Business or (B)
otherwise interfere with any such employee, agent, supplier or customer
relationship with the Venture Business; provided, however, that (x) general
solicitations of employment, such as "help wanted" advertisements or internet
job board postings, shall not be prohibited; and (y) this clause (2) shall not
prohibit the solicitation of any employee of Venture Holdings or any of its
affiliates (or, prior to the Closing Date, the Transferred Winget Entities) who
is not an officer, manager of a principal business function, salesman, engineer
or designer.
It is the intent and understanding of each party hereto that if, in any action
before any court or agency legally empowered to enforce this Section 6.2(f), any
term, restriction, covenant or promise in this Section 6.2(f) is found to be
unreasonable and for that reason unenforceable, then such term, restriction,
covenant or promise shall be deemed modified to the extent necessary to make it
enforceable by such court or agency.
(g) Delivery of Deliverables. As soon as possible
following the date hereof, and in any event prior to the expiration of the
Post-Signing Scheduling Period, the Transferors shall prepare and deliver to
Venture Holdings Schedules 1.1 and 4.1 and the Disclosure Schedule (the
"Deliverables"). Venture Holdings shall have 15 days following receipt of all of
the Deliverables in final form from the Transferors to review the Deliverables
(the "Review Period"). If Venture Holdings, in the exercise of its sole and
absolute discretion, determines, based on its review of the Deliverables, that
it does not wish to consummate the transactions contemplated by this Agreement
for any reason, Venture Holdings shall have the right (with the consent of the
Agent) to terminate this Agreement at any time prior to the end of the Review
Period by delivery of written notice of termination.
(h) Internal Transactions. In addition to the
transactions permitted pursuant to Section 6.2(i), subject to the prior written
consent of Venture Holdings and the Agent (which consent shall not be
unreasonably withheld or delayed), after the date hereof and prior to the
Closing Date, each Transferor may: (i) transfer ownership of any Transferred
Winget Entity to any other Transferor or any other Transferred Winget Entity;
(ii) transfer assets from any Transferred Winget Entity to any other Transferred
Winget Entity (including without limitation, through any Retained Entity); (iii)
retain any Winget Entity which would have been a Transferred Winget Entity
provided that such Winget Entity contribute its assets to the Transferred Assets
(whereby such Winget Entity shall be converted from a Transferred Winget Entity
to a Transferring Winget Entity); (iv) cause the conversion of any Winget Entity
(which would have been a Transferring Winget Entity transferring Transferred
Assets) into a Transferred Winget Entity, and distribute to the Transferors all
assets of that Winget Entity except those assets which would have constituted
Transferred Assets; and (v) without limitation by the specific enumeration of
the foregoing, otherwise restructure the ownership, assets and liabilities of
the Winget Entities. The parties acknowledge that, among other reasons, the
Agent and Venture Holdings may reasonably withhold consent to any transaction
referred to in clauses (i) through (v) above if, on the Closing Date, the
consummation of any of such transaction would
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cause Venture Delaware to (x) not acquire, directly or indirectly, all of the
Winget Assets, free and clear of Liens except Permitted Liens, or (y) assume or
become subject to any liabilities beyond those which would in the aggregate have
constituted Assumed Liabilities or liabilities of the Transferred Winget
Entities, in the absence of any such transactions.
(i) Certain Distributions. From the date hereof until the
Closing Date, Winget shall not, and shall not permit any Transferred Winget
Entity to, make any distribution from any Transferred Winget Entity to himself
or any affiliate (other than to a Transferred Winget Entity) except for (1)
distributions with respect to Retained Property listed on Exhibit D; (2)
internal transactions in accordance with Section 6.2(h), (3) commissions from
each of South Africa and Australia under the agreements identified in Exhibit F
as Transferred Assets; and (4) distributions from payments of rent with respect
to the Harper Property in accordance with Section 7.1A(c)(ii). For purposes of
this subsection (i), the term "distribution" shall not include the payment of
expenses of such entities incurred and paid in the ordinary course pursuant to
arms-length transactions, it being understood that the payment of lawyers,
accountants, financial advisor, or similar representatives engaged by any
Transferor in connection with this Agreement or the Plan would constitute a
"distribution" prohibited by this subsection (i).
(j) Intellectual Property. If, by the terms of its Exit
Financing, Venture Holdings is required to provide a specific list of registered
intellectual property, Winget shall, and shall cause each Winget Entity to use
commercially reasonable efforts within the time period specified by the terms of
such Exit Financing and prior to the Closing Date to provide a true and complete
list of all registered intellectual property used or held for use by any Winget
Entity on the date hereof.
(k) Tax Distributions. If (A) the actual amount of
federal and state income tax liability of Larry J. Winget attributable to net
income (loss) of the Venture Entities (the "Actual Tax Amount") for the fiscal
year ended in October, 2002 (when Venture Holdings elected to be taxed as a "C"
corporation), as determined by the tax advisors of the Venture Entities, is less
than the aggregate amounts paid to Larry J. Winget as estimates of his Tax
liability (the "Distributed Amounts") and/or (B) the Actual Tax Amount is at any
time finally determined by the Internal Revenue Service or a court of competent
jurisdiction to be less than that determined by such tax advisors, Larry J.
Winget shall, subject to his right to challenge any determination by such tax
advisors of the Actual Tax Amount as described below, promptly repay to Venture
Holdings the excess of the Distributed Amounts over the Actual Tax Amount, as
finally determined by such tax advisors, the Internal Revenue Service or court
of competent jurisdiction, as the case may be, or the excess of the Actual Tax
Amount, as determined by the tax advisors, over the Actual Tax Amount as
determined by the Internal Revenue Service or court, as the case may be (in
either case, which excess amount may be offset by that certain liability of
Venture Holdings in the approximate amount of $802,000 owing to Larry J. Winget,
but subject to resolution of any potential recovery action or equitable
subordination claim that can be asserted by the Creditors' Committee). Larry J.
Winget shall have the right, at his sole expense, to challenge the determination
of the Actual Tax Amount by such tax advisors at any time within 30 days
following the date on which the determination of the Actual Tax Amount by such
tax advisors is communicated to him. Larry J. Winget shall have the right to
repay such overpayment in equal annual installments over a period of six years,
plus interest at the applicable federal rate
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for such a long-term obligation in effect at the time the amount owed, if any,
by Winget has been determined and Larry J. Winget shall deliver to Venture
Holdings a promissory note evidencing such obligation; provided, however, that
such repayment obligation shall be accelerated to the extent that Larry J.
Winget receives a refund from the Internal Revenue Service with respect to the
foregoing, in which event, he shall repay such refund amount to Venture Holdings
within 75 days of receipt.
(l) Cancellation of Sales Representation Agreements. On
or before the Closing Date, Winget shall, and shall cause each Winget Entity
party thereto to, terminate and cancel each of the Cancelled Sales
Representation Agreements.
(m) Certain Receivables.
(i) From the date hereof until the Closing Date,
any loans made by PIM and Venco directly or indirectly to South Africa or the
Unit Trust, Australia or any of their respective subsidiaries as set forth in
the Audited South Africa/Australia Financial Statements as payables owed by
South Africa or Australia shall not be paid, cancelled, converted to equity or
otherwise modified.
(ii) From the date hereof until the Closing Date,
the Transferors shall cause Heavy to refrain from making any payments on the VSE
Receivable or the VIC Receivable. Prior to the Closing Date, the Transferors
shall cause Heavy to transfer the VSE Receivable and VIC Receivable to a
Retained Entity.
(iii) If Winget receives (x) any distribution (in
cash, property or otherwise) or (y) any other payment in cash whatsoever
(howsoever arising), in any case from any entity owing any receivable to Heavy
listed in Exhibit D, Items 4 or 5 (other than PIM or Larry J. Winget), Winget
shall, to the extent of the amount of the receivable owed by such entity to
Heavy, promptly pay to Venture Holdings an amount, in cash, equal to the value
of such distribution.
(iv) At the option of Winget, communicated in
writing to Venture Holdings and the Agent at any time prior to the Closing Date,
the accounts receivable of Heavy from Venture Global Engineering and Venture
Global Engineering (Supercart) listed in Exhibit D, Item 4, shall be removed
from Exhibit D and shall no longer be Retained Property for purposes of this
Agreement.
(n) Taxation of Transferred Winget Entities. The
Transferors shall cause each of the Transferred Winget Entities which would not
become a "C" corporation by operation of law as a result of the ownership
thereof by Venture Delaware to become taxable as a "C"corporation for federal
Income Tax purposes, effective no later than the day following its contribution
to Venture Delaware.
(o) Heavy Transfers. Except as otherwise provided in this
Agreement, Heavy will not encumber, transfer or otherwise dispose of any of its
rights, title or interest in or to any property or assets that the Pre-Petition
Lenders have a lien against or other security interest in,
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including without limitation, any property or assets held, used by or related to
Nova Industries, Inc. or its affiliates or their respective businesses.
(p) Escrow of Tax Refund. Upon agreement to the terms of
an escrow agreement and establishment of an escrow account, Larry J. Winget
shall deposit the full amount (approximately $800,000) of that certain federal
income tax refund which Larry J. Winget received on or about December 2002 in an
escrow account. Larry J. Winget covenants and agrees to negotiate in good faith
with the Agent to reach mutually agreeable terms as to the escrow agent and the
form of escrow agreement within 10 business days of the date hereof.
(q) Subordination Agreement. The Transferors shall cause
the equity owners of the Unit Trust (other than Venco) to enter into a
subordination agreement on or before the Closing Date pursuant to which any
payment that would otherwise be made to such equity owners on account of their
equity ownership in the Unit Trust shall be subordinate to the payment in full
of all obligations of Venture Holdings, Venture Delaware or any of their present
or future subsidiaries to the Pre-Petition Lenders under any notes, instruments,
documents or securities to be issued to the Pre-Petition Lenders pursuant to the
Plan..
ARTICLE VII
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEBTORS
Section 7.1 Representations and Warranties of the Debtors. The Debtors
represent and warrant to the Transferors that:
(a) Organization and Qualification. Each Debtor is duly
organized, validly existing and in good standing under the laws of its
organization and has all requisite authority to own, lease and operate its
properties and assets and to carry on its business as now being conducted. Each
Debtor is duly qualified to transact business, and is in good standing, in each
jurisdiction where the nature of its activities makes such qualification
necessary, except where the failure to so qualify would not have a Material
Adverse Effect. On the Closing Date, Venture Delaware will have been duly
organized, existing and in good standing under the Delaware Limited Liability
Company Act and duly qualified and in good standing as a foreign limited
liability company under the Michigan Limited Liability Company Act.
(b) Power and Authority; Enforceability. Subject to the
approval of the Bankruptcy Court, each Debtor has all requisite power and
authority to enter into this Agreement and to carry out the transactions
contemplated hereby. The execution, delivery and performance by each Debtor of
this Agreement have been duly authorized by all necessary corporate or other
action on the part of such Debtor. This Agreement constitutes the legal, valid
and binding obligation of each Debtor, enforceable against it in accordance with
its terms, subject to (i) laws of general application relating to bankruptcy,
insolvency, and the relief of debtors, and (ii) rules of law governing specific
performance, injunctive relief, or other equitable remedies.
(c) Capitalization. On the Closing Date, the Operating
Agreement of Venture Delaware shall have been adopted providing for the Common
Membership Interests and the Preferred Membership Interests. Except for the
Creditors' Warrant (as defined in the Plan), as of the Closing Date there shall
be no options, warrants, conversion privileges, or preemptive or
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other rights or agreements presently outstanding to purchase or otherwise
acquire from Venture Delaware any membership interests. Except for the Operating
Agreement, as of the Closing Date, Venture Delaware shall not be a party to any
agreement or understanding, or aware of any member who is a party to such an
agreement or understanding, that affects or relates to the voting or giving of
written consents with respect to any security, or the voting by a manager, of
Venture Delaware. Except as provided in the Operating Agreement as of the
Closing Date, Venture Delaware shall not be subject to any obligation
(contingent or otherwise) to repurchase or otherwise to acquire or retire any
membership interests.
Section 7.2 Debtors' Holdings Covenants.
(a) Certain Litigation. The Debtors may bring all causes of
action against the Transferors and the Retained Entities which claims shall
become assets of the Creditors' Trust to be established pursuant to the Plan.
The Debtors may bring all causes of action against the Transferred Winget
Entities which claims shall be part of the value of the Creditors' Warrant, as
provided in the Plan.
(b) Salary to Winget. Until the first to occur of the Closing
Date or the Termination Date, Venture Holdings shall cause Venture Industries to
pay a salary to Larry J. Winget at a monthly rate of $50,000, payable consistent
with past practice.
(c) Best Efforts Undertaking. The Debtors shall use their
respective best efforts (subject to their rights under this Agreement) to
support the Plan in the form in which it is filed pursuant to Section
7.1A(a)(ii) and to cause the Plan to be confirmed by the Bankruptcy Court.
ARTICLE VII-A
MUTUAL COVENANTS OF THE PARTIES
Section 7.1A Mutual Covenants.
(a) Certain Exhibits and Plan Not Executed.
(i) Confirmation Order. Within 2 business days
after filing of the Plan in accordance with this Agreement, Venture Holdings
shall deliver to the Transferors and the Agent a proposed form of Confirmation
Order. The parties shall negotiate in good faith to reach mutually agreeable
terms as to the form of Confirmation Order which, once so agreed, shall be
attached to this document as Exhibit L. If in good faith and using reasonable
efforts the parties are unable to reach agreement on mutually satisfactory terms
as to the Confirmation Order on or before the date which is 5 business days
after the date on which the Plan is filed, either the Transferors or Venture
Holdings may thereafter terminate this Agreement as provided in Section 10.1(f)
at any time prior to the time the form of Confirmation Order is agreed to.
(ii) Plan. The parties shall negotiate in good
faith to reach mutually agreeable terms as to the form and substance of the Plan
(as are consistent with the Discussion Term Sheet except (x) as otherwise agreed
in this Agreement and (y) with respect to the terms of the Creditors' Warrant
which shall be substantively consistent with the Discussion Term Sheet), which
once so agreed, shall be a document to which this Agreement is attached as an
exhibit. If
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in good faith and using reasonable efforts the parties are unable to reach
agreement on mutually satisfactory terms as to the Plan on or before September
24, 2003, either the Transferors or Venture Holdings may thereafter terminate
this Agreement as provided in Section 10.1(f) at any time prior to the time at
which such Plan is agreed to and filed with the Bankruptcy Court.
(iii) Operating Agreement. Within 7 business days
after execution of this Agreement, Venture Holdings shall deliver to the
Transferors and the Agent a proposed form of Operating Agreement. The parties
shall negotiate in good faith to reach mutually agreeable terms as to the form
of Operating Agreement (consistent in all material respects with the Discussion
Term Sheet except as otherwise agreed in this Agreement) which once so agreed,
shall be attached to this document as Exhibit N. If in good faith and using
reasonable efforts the parties are unable to reach agreement on mutually
satisfactory terms as to the Operating Agreement within 10 business days after
the date of delivery, either the Transferors or Venture Holdings may thereafter
terminate this Agreement as provided in Section 10.1(f) at any time prior to the
time at which such Operating Agreement is agreed to.
(iv) Employment Agreement. The parties shall
negotiate in good faith to reach mutually agreeable terms as to the form of
Employment Agreement which once so agreed, shall be attached to this document as
Exhibit M. If in good faith and using reasonable efforts the parties are unable
to reach agreement on mutually satisfactory terms as to the Employment Agreement
within 5 business days after the date of this Agreement, either the Transferors
or Venture Holdings may thereafter terminate this Agreement as provided in
Section 10.1(f) at any time prior to the time at which such Employment Agreement
is agreed to.
(b) Representations and Warranties. Each party hereto shall
refrain from taking any action which would render any representation or warranty
contained in Article VI or VII inaccurate as of the Closing Date, it being
understood that Material Contracts may be entered into after the date hereof and
prior to the Closing Date in the ordinary course of business, and Material
Contracts listed on the Disclosure Schedule may be performed in full after the
date of this Agreement and prior to the Closing Date, without any of such
actions resulting in a breach of a representation or warranty by the
Transferors.
(c) Use and Occupancy of Masonic Property and Harper Property.
(i) Masonic Property. The Transferors covenant
and agree that, during the period commencing on the date hereof and ending on
the first to occur of the Closing Date and the Termination Date, the Venture
Entities shall be permitted to use the Masonic Property. There shall be no use
and occupancy fee with respect to the Masonic Property, but Venture Holdings
shall be responsible for payment of those expenses with respect to the Masonic
Property consistent with a triple net lease.
(ii) Harper Property. The Transferors covenant
and agree that, during the period commencing on the date hereof and ending on
the first to occur of the Closing Date and the Termination Date, Venture
Entities shall be permitted to use the Harper Property in exchange for the use
and occupancy fee set forth in this subsection (c)(ii). Venture Holdings agrees
to pay to the Harper Partners a use and occupancy fee at the initial rate of
$100,000 per month, payable in advance (x) concurrently herewith, with respect
to the period commencing on
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the date hereof and ending on the last day of the month in which this Agreement
is executed, and (y) on the first day of each month, with respect to each
calendar month thereafter. Use and occupancy fees for any partial month shall be
prorated based on the number of days in such month for which such fee is
payable. In addition to payment of such use and occupancy fee, Venture Holdings
shall be responsible for payment of those expenses with respect to the
properties consistent with a triple net lease. The initial $100,000 monthly use
and occupancy fee for the Harper Property shall be subject to retroactive
adjustment to the date of this Agreement upon the determination of the fair
market rent therefor in accordance with subparagraph (iii). Following such
determination, the aggregate overpayment or underpayment (as compared to the
fair market value rent as finally determined) of rent from the date of this
Agreement to the date of such determination shall be paid (or, if future rents
are to be paid, credited against future rents) by the Harper Partners or Venture
Holdings, as the case may be, within fifteen days after such determination, for
the Harper Property.
(iii) Determination of Fair Market Value Rent. The
parties shall attempt in good faith to agree upon a fair market value rent (x)
with respect to the Harper Property, for both the use and occupancy period set
forth in subparagraph (ii), and (y) with respect to the Masonic Lease. If the
parties are unable to agree on such fair market value rents within 30 days after
the date hereof, they shall mutually select an independent appraiser who shall
make such determination. The determination of fair market value rent shall take
into account leasehold improvements actually paid for by the landlords
thereunder to the extent not reimbursed by the tenant. The parties shall also
agree upon, or the appraiser shall determine, the nature and timing of
escalators for the rent, taking into account the fact that the Harper Lease and
the Masonic Lease will each have a ten year term and two five year renewal
options.
(d) Certain Notices. After the date hereof and prior to the
Closing Date, the Transferors, on the one hand, and Venture Holdings, on the
other hand, shall each give prompt written notice to the other upon learning of
facts that causes such party to believe that any representation and warranty of
either party contained in Article VI or Article VII is untrue or incorrect, and
specifying the respect in which it is untrue or incorrect.
ARTICLE VIII
LEASE ESCROW
Section 8.1 Leases. Concurrently with the execution of this Agreement:
(a) Winget has caused each of Alicia Winget Living Trust,
Larry J. Winget Living Trust and Vimco Corporation (the "General Partners") and
each of A. James Schutz, Michael G. Torakis, Alicia Winget Living Trust,
Annalisa Winget, Gwendolyn May Winget, Larry Joseph Winget, Jr., Norman Matthew
Winget and Adelicia Jo Jean Tignanelli (the "Limited Partners," and together
with the General Partners, the "Harper Partners"), which Harper Partners own in
the aggregate 100% of the equity interests in Harper Properties of Clinton
Township Limited Partnership, a Michigan limited partnership, to execute a lease
agreement (the "Harper Lease"), in the form attached as Exhibit H hereto (and
with the rent and escalators determined pursuant to Section 7.1A(c)(iii), with
Venture Industries Corporation, a Michigan corporation ("Venture Industries"),
for the Harper Property;
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(b) Venture Real Estate Acquisition Company, a Michigan
corporation, has executed a lease agreement (the "Masonic Lease"), in the form
attached as Exhibit I hereto, with Venture Industries, for the Masonic Property;
and
(c) Venture Equipment Acquisition Company has executed a usage
agreement (the "Equipment Usage Agreement," and collectively with the Harper
Lease and the Masonic Lease, the "Leases"), attached as Exhibit J hereto, with
Venture Industries, for all of the machinery and equipment located at 17085
Masonic, Fraser, Michigan.
(d) Concurrently with the execution of this Agreement, Winget
shall cause the executed Leases to be deposited with, and held in escrow by,
First American Title Insurance Company ("Escrow Agent") pursuant to the terms
and conditions of the Escrow Agreement in the form of Exhibit K, attached hereto
(the "Escrow Agreement"). The parties hereto agree that the Leases shall be held
in escrow and shall not become, or be considered, part of the bankruptcy estate
of the Debtors. Notwithstanding their execution, the Leases shall not be deemed
to have been delivered or be effective as of their date of execution; they shall
only become effective when and as therein provided.
ARTICLE IX
CONDITIONS TO CLOSING
Section 9.1 Joint Conditions to the Obligations of the Transferors and
Venture Holdings. The obligations of the Transferors and Venture Holdings to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment, at or prior to the Closing Date, of each of the following
conditions unless waived by the Transferors, on the one hand, and Venture
Holdings (with the consent of the Agent), on the other hand:
(a) Governmental Consents. All consents, approvals and actions
of, filings with and notices to any Governmental Authority necessary to permit
each Transferor and Venture Holdings to perform their respective obligations
under this Agreement and to consummate the transactions contemplated hereby
shall have been duly obtained, made or given and shall be in full force and
effect.
(b) No Proceedings. No suit, proceeding or investigation shall
have been commenced or threatened by a Governmental Authority on any grounds to
restrain, enjoin or prohibit the consummation of the transactions contemplated
hereby.
(c) Conditions to Closing Date. The Plan shall have been
confirmed in the form filed or in a form amended in accordance with Section
6.2(b). All of the conditions to the effective date of the Plan shall have been
satisfied, other than the condition relating to the closing of the transactions
set forth in this Agreement.
(d) Commitment Letter for Exit Financing. Not later than the
date of the hearing on the Disclosure Statement, Debtors shall have obtained,
and executed and delivered, a commitment letter from one or more banks or
financial institutions for the Exit Financing, having a committed amount of
$85.0 million (or such other amount mutually agreed upon by Venture Holdings,
Larry J. Winget and the Agent), which Exit Financing shall be senior in lien
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and claim priority to the Bank Senior Notes and the Bank Junior Notes (each as
defined in the Plan) and otherwise on market terms acceptable to the Bank
Steering Committee Venture Holdings and Larry J. Winget.
(e) Disclosure Statement. The Disclosure Statement filed in
connection with the Plan shall be in form and substance consistent with the Plan
and otherwise reasonably satisfactory to the Transferors, Venture Holdings and
the Agent.
Section 9.2 Conditions to Obligations of the Transferors. In addition
to the satisfaction or waiver of each of the conditions set forth in Section
9.1, the obligation of the Transferors to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment at or prior
to the Closing Date, of each of the following conditions unless waived by the
Transferors:
(a) Issuance of Winget Interests. The Transferors shall have
been issued the Winget Interests.
(b) Assumption Agreement. Venture Delaware shall have
delivered an assumption agreement in a mutually agreeable form pursuant to which
Venture Delaware agrees to pay, perform and discharge the Assumed Liabilities.
(c) Representations and Warranties; Covenants. (A) The
representations and warranties made by Venture Holdings contained in Article VII
shall be true and correct in all material respects as if originally made on and
as of the Closing Date (except to the extent they expressly relate to an earlier
date), except as affected by the transactions contemplated by this Agreement;
(B) the covenants and agreements contained in this Agreement to be complied with
by Venture Holdings at or prior to the Closing Date shall have been complied
with in all material respects; and (C) the Transferors shall have received a
certificate from Venture Holdings as to the matters set forth in clauses (A) and
(B) above signed by Venture Holdings.
(d) Dismissal of Litigation. All rights in respect of
litigation brought by any of the Debtors against any of the Transferred Winget
Entities and pending as of the date hereof shall have been extinguished except
to the extent necessary to evaluate the same so that the value thereof may be
taken into account in the Creditors' Warrant.
(e) Feasibility. The Bankruptcy Court shall have entered the
Confirmation Order over any objections under 11 U.S.C. Section 1129(a)(11).
Notwithstanding Winget's agreement to support the Plan under Section 6.2(b),
Winget may raise an objection under 11 U.S.C. Section 1129(a)(11) (it being
understood that Winget's so doing shall not preclude him from terminating this
Agreement pursuant to Section 10.1(h)).
(f) Plan Satisfactory. The Plan, as confirmed by the
Bankruptcy Court, shall not have been modified from the form in which it was
filed in a manner which is materially adverse to the Transferors taken as a
whole.
(g) Release of Liens and Guaranties. The Agent shall have
released (x) all liens and security interests which it holds for the benefit of
the Pre-Petition Lenders in (i) the Retained
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Entities, and (ii) the Retained Property, and (y) all liabilities of Winget
and/or any of the Retained Entities under any guaranties of obligations of
Winget or any of the Retained Entities to the Agent or the Pre-Petition Lenders.
(h) Other Transactions. All amounts due and owing to Winget
and/or Harper Partners pursuant to clauses (3) and (4) of Section 6.2(i) shall
have been paid in full.
(i) Resolutions. Each of the Debtors shall have delivered a
true and complete copy, certified by an authorized officer of the Debtors, of
the resolutions duly and validly adopted by the board of managers or board of
directors of the Debtors, evidencing such Debtors authorization of the
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby.
(j) Organization of Venture Delaware. Venture Delaware shall
have been organized, and qualified as a foreign limited liability company, in
accordance with Section 7.1(a).
(k) Confirmation Order. The Confirmation Order shall be in a
form consistent with that agreed to by the parties pursuant to Section
7.1A(a)(i), shall not have been modified in a manner which is materially adverse
to the Transferors, taken as a whole, and shall have been entered by the
Bankruptcy Court and not stayed. For purposes of this Section 9.2(k), a finding
that the Plan meets the requirements of 11 U.S.C. Section 1129(a)(11) over the
objections of Larry J. Winget shall not be deemed to be a modification which is
materially adverse to the Transferors, taken as a whole.
(l) Financing. The terms of the final Exit Financing shall be
consistent in all material respects with the terms of the commitment letter
executed by Venture Holdings on or prior to the date of the Disclosure Statement
hearing, with such changes as are not materially adverse to the Transferors,
taken as a whole.
Section 9.3 Conditions to Obligations of the Debtors. In addition to
the satisfaction or waiver of each of the conditions set forth in Section 9.1,
the obligations of the Debtors to consummate the transactions contemplated by
this Agreement shall be subject to the fulfillment, at or prior to the Closing
Date, of each of the following conditions unless waived by Venture Holdings
(with the consent of the Agent):
(a) Conveyancing Documents. Winget shall have, and shall cause
each Winget Entity to have delivered at the Closing Date such deeds, bills of
sale, stock powers, stock certificates and other conveyancing documents, as
shall be reasonably requested by Venture Holdings that are necessary and
sufficient to convey to Venture Delaware the Transferred Winget Entities and the
Transferred Assets, free and clear of any and all Liens, except Permitted Liens.
(b) Representations and Warranties; Covenants. (x) The
representations and warranties made by the Transferors in Article VI which are
not qualified by materiality or Material Adverse Effect shall be true and
correct in all material respects as if originally made on and as of the Closing
Date (except to the extent they expressly relate to an earlier date), and (y)
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the representations and warranties made by the Transferors in Article VI which
are qualified by materiality or Material Adverse Effect shall be true and
correct in all respects as if originally made on and as of the Closing Date
(except to the extent they expressly relate to an earlier date); (B) the
covenants and agreements contained in this Agreement to be complied with by the
Transferors at or prior to the Closing Date shall have been complied with in all
material respects; and (C) Venture Holdings shall have received a certificate
from the Transferors (including Winget) as to the matters set forth in clauses
(A) and (B) above signed by Winget and each other Transferor.
(c) Resolutions. The Transferors shall have delivered a true
and complete copy, certified by an authorized officer or trustee of each
Transferor, as applicable, of the resolutions duly and validly adopted by the
board of directors, trustee, equity owners, if necessary, or other governing
body of each Transferor (other than Winget but including the Larry J. Winget
Living Trust) evidencing its authorization of the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby.
(d) Third Party Consents. All material consents, approvals,
permissions or acknowledgments or notices, including those to be listed in the
Disclosure Schedule shall have been obtained or made, and Venture Holdings shall
have received reasonably acceptable written evidence thereof.
(e) Intellectual Property and Other Asset Assignments. Winget
shall have executed an assignment to Patent Holding Company of all of his
interest in connection with that certain lawsuit captioned Venture Industries
Corporation, Vemco, Inc., Patent Holding Company and Winget v. Autoliv ASP, Inc.
and Autoliv, Inc., Case No. 99-75354 and American Arbitration Case No. 14 133
02472 01 and that certain lawsuit captioned Patent Holding Company v. Delphi
Automotive Systems Corporation, Case No. 99-76013 and shall have executed a
standard assignment of intellectual property to Patent Holding Company with
respect to any intellectual property of which he is the owner which is used in
the conduct of the Business.
(f) Confirmation Order. The Confirmation Order shall be in a
form consistent with that agreed to by the parties pursuant to Section
7.1A(a)(i), shall not have been modified in a manner which is not reasonably
satisfactory to Venture Holdings and the Agent, and shall have been entered by
the Bankruptcy Court and not stayed.
(g) Financing. The terms of the final Exit Financing shall be
consistent in all material respects with the terms of the commitment letter
executed by Venture Holdings on or prior to the date of the Disclosure Statement
hearing, with such changes as are not materially adverse to Venture Holdings or
the Agent.
(h) Transferred Assets. Each Transferred Asset shall have been
contributed to a newly-formed "C" corporation, the stock of which shall be
contributed to Venture Delaware on the Closing Date.
(i) Tax Refund. Larry J. Winget shall have paid, without
offset, to the Agents on behalf of the Pre-Petition Lenders, in immediately
available funds, the full amount (approximately $800,000) of that certain
federal income tax refund which Larry J. Winget
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received on or about December 2002 and the amount owing to the Pre-Petition
Lenders by Venture Holdings shall be reduced on a dollar-for-dollar basis by the
amount of such refund. Any subrogation rights of Larry J. Winget shall be
preserved.
ARTICLE X
TERMINATION
Section 10.1 Termination. This Agreement may be terminated at any time
prior to the Closing Date:
(a) by the mutual written consent of Venture Holdings (with
the consent of the Agent) and the Transferors;
(b) by Winget or Venture Holdings (with the consent of the
Agent), if any Governmental Authority with jurisdiction over such matters shall
have issued a Governmental Order restraining, enjoining or otherwise prohibiting
the consummation of the transactions contemplated hereby, and such Governmental
Order shall have become final and unappealable; provided, however, that the
provisions of this Section 10.1(b) shall not be available to any party unless
such party shall have used its commercially reasonable efforts to oppose any
such Governmental Order or to have such Governmental Order vacated or made
inapplicable to the transactions contemplated by this Agreement;
(c) by Winget or Venture Holdings (with the consent of the
Agent) if the case shall have been converted to a case under Chapter 7 of the
Bankruptcy Code;
(d) at any time before the Closing Date, by notice given by
Venture Holdings (with the consent of the Agent), in the event of a material
breach of this Agreement by any Transferor if such Transferor fails to cure such
breach within ten (10) Business Days following notification thereof by Venture
Holdings;
(e) at any time before the Closing Date, by notice given by
Winget, in the event of a material breach of this Agreement by Venture Holdings
if Venture Holdings fails to cure such breach within ten (10) Business Days
following notification thereof by Winget;
(f) by Winget or Venture Holdings (with the consent of the
Agent), if (v) the Debtors have not executed and delivered a commitment letter
for the Exit Financing in accordance with Section 9.1(d) on or prior to the date
of the Disclosure Statement hearing; (w) the Plan in the form agreed to in
accordance with Section 7.1A(a)(ii) has not been filed with the Bankruptcy Court
by September 24, 2003, (x) the form of Confirmation Order has not been agreed to
in accordance with the provisions of Section 7.1A(a)(i); (y) the form of
Operating Agreement has not been agreed to in accordance with the provisions of
Section 7.1A(a)(iii); or (z) the Employment Agreement in the form agreed to in
accordance with the provisions of Section 7.1A(a)(iv) has not been executed
within 5 business days after the date hereof;
(g) by Venture Holdings (with the consent of the Agent),
pursuant to Section 6.2(g) if the Deliverables are not delivered during the
Post-Signing Schedule Period or if notice is otherwise given prior to the
expiration of the Review Period;
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(h) by either the Transferors or Venture Holdings (with the
consent of the Agent), if the Closing Date shall not have occurred prior to June
30, 2004; provided, however, that the right to terminate this Agreement under
this Section 10.1(h) shall not be available to any party whose failure to
fulfill any obligation under this Agreement shall have been the cause of, or
shall have resulted in, the failure of the Closing Date to occur prior to such
date; or
(i) by either the Transferors or Venture Holdings (with the
consent of the Agent) if the Bankruptcy Court shall have denied confirmation of
the Plan.
The date on which this Agreement is terminated pursuant to this Section
10.1 is referred to herein as the "Termination Date". Notwithstanding the
foregoing, if outside counsel to Venture Holdings advises Venture Holdings in
writing that it must terminate this Agreement as provided above because the
failure to terminate would breach its fiduciary duties, then the consent of the
Agent need not be required to effectuate such termination. Venture Holdings may
rely upon any consent by the Transferors if such consent is given by Winget on
behalf of the Transferors.
Section 10.2 Effect of Termination. In the event of termination of this
Agreement as provided in Section 10.1, this Agreement shall forthwith become
void and there shall be no liability on the part of any party hereto provided
that nothing herein shall relieve any party from liability for any breach of
this Agreement prior to the date of termination, and provided further that the
failure of a representation or warranty to be true and correct shall not entitle
a terminating party to sue for damages unless the failure of such representation
or warranty to be true and correct was known not to be true and correct as of
the date of this Agreement or as of the date of delivery of the Disclosure
Schedule. Upon termination, the Leases shall be released from the Escrow in
accordance with the Escrow Agreement. Nothing in this Article X shall affect the
Venture Holdings' (or the Agent's) or any other party's right to compel specific
performance (to the extent available under applicable law) in lieu of exercising
its termination rights.
ARTICLE XI
INDEMNIFICATION
Section 11.1 Indemnification from the Transferors.
(a) Provided that the Closing Date shall have occurred, the
Transferors, jointly and severally, shall, subject to the limitations and
qualifications set forth in Section 11.2, indemnify and hold harmless Venture
Delaware, the Debtors and their respective subsidiaries (other than the Venture
B Assets) for so long as and to the extent that such assets are subject to
insolvency proceedings under foreign laws) and their respective directors,
officers (other than Larry J. Winget), agents and assigns (collectively, the
"Venture Indemnified Parties") against any Losses that may be imposed on or
otherwise incurred or suffered by any of them, directly or indirectly, as a
result of, or based upon or arising from:
(i) any of the Excluded Liabilities;
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(ii) any inaccuracy or breach of any
representation or warranty of any of the Transferors contained in this Agreement
or in any document, certificate or other instrument delivered pursuant to this
Agreement, in each case determined as of the Closing Date as though made as of
such time (except for any representation and warranty which was made as of a
specific date, in which case determined as of such date);
(iii) the non-fulfillment or breach by any of the
Transferors or Winget of the any their respective covenants contained herein;
(iv) any Third Party Claims incurred or accrued
prior to the Closing Date in respect of the Transferred Winget Entities or the
Transferred Assets and which are required to be, but are not, disclosed in this
Agreement (including the Disclosure Schedule); and
(v) the violation of any law, rule or regulation
prior to the Closing Date, by Winget or any of the Transferred Winget Entities
which is not disclosed in this Agreement (including the Disclosure Schedule).
Section 11.2 Limitations on Transferors' Indemnification Obligations.
Notwithstanding anything to the contrary in this Agreement, the obligations of
the Transferors to make indemnification payments pursuant to Section 11.1 shall
be limited as follows:
(a) None of the Transferors shall have any liability for
indemnification pursuant to Section 11.1(a)(ii) unless and until the aggregate
amount of all Losses for which indemnification is sought by the Venture
Indemnified Parties pursuant to such Section exceeds $4 million (the
"Deductible"), and once such amount is exceeded, the Transferors shall be liable
only for amounts in excess of the Deductible and the aggregate liability of the
Transferors pursuant to such section shall not exceed $40 million (the "Cap");
provided, however, that the liability of the Transferors for Losses relating to
breaches of representations and warranties under Sections 6.1(b), (e), (m), (dd)
and (ff) shall not be subject to the Deductible or the Cap. For the sole purpose
of determining whether the Deductible has been satisfied, all references in
Section 6.1 to materiality or to Material Adverse Effect shall be disregarded.
(b) Notwithstanding anything in this Agreement to the
contrary, the liability of the Transferors for any Losses for which the Venture
Indemnified Parties would have an obligation of indemnification pursuant to
Section 11.1(a)(ii) (as limited by Section 11.2) shall terminate on the eighteen
month anniversary of the Closing Date (the "Indemnity Termination Date") with
respect to claims for any such Losses not brought before such date (but will
continue until the final, unappealable resolution of all claims with respect to
any claims for which the Transferors have received written notice on or before
the Indemnity Termination Date); provided, however, that the liability of the
Transferors for Losses relating to breaches of representations and warranties
under Sections 6.1(b), (e), (m), (dd) and (ff) shall survive until 30 days after
expiration of the applicable statute of limitations.
(c) The representations and warranties of the Transferors
contained in Sections 6.1(w)(ii), (x), (y) or (z) shall not survive the Closing
Date, and the Venture Indemnified Parties shall have no right of
indemnification, or other recourse, against Winget in the event of any
inaccuracy or breach of any of such representations and warranties.
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(d) Except with respect to fraud, indemnification pursuant to
this Article XI shall be the sole remedy of the Venture Indemnified Parties in
the event of any inaccuracy or breach of any representation, warranty or
(subject to Section 12.10) covenant of the Transferors contained in this
Agreement or in any document, certificate or other instrument delivered pursuant
to this Agreement. With respect to fraud, Venture Holdings shall have all
available legal and equitable rights and remedies.
Section 11.3 Indemnification from Venture Holdings. Provided that the
Closing Date shall have occurred, Venture Holdings shall indemnify the
Transferors, their subsidiaries and their respective directors, officers, agents
and assigns (collectively, the "Winget Indemnified Parties") against and hold
them harmless from any Losses suffered or incurred by any of the Winget
Indemnified Parties to the extent arising or resulting from (i) any inaccuracy
or breach of any representation or warranty of Venture Holdings contained in
this Agreement as of the Closing Date as though made as of such time, (ii) the
Assumed Liabilities, or (iii) the non-fulfillment or breach by Venture Holdings
of any of its covenants contained herein.
Section 11.4 Mitigation. Prior to the assertion of any claims for
indemnification under Section 11.1 or 11.3, the Indemnified Party shall utilize
all reasonable efforts, consistent with normal practices and policies and good
commercial practice (and which shall in any event include, without limitation,
seeking recoveries under insurance policies), to mitigate such Losses. Recovery
pursuant to Section 11.1 or 11.3 shall in no event include any consequential,
speculative or punitive damages (except arising from Third Party Claims).
Section 11.5 Calculation of Losses. The amount of any Loss for which
indemnification is provided under this Article XI shall be net of any amounts
when and as recovered by the Indemnified Party under insurance policies with
respect to such Loss. The Indemnifying Party shall use commercially reasonable
efforts to seek recoveries under insurance policies and shall reimburse the
Indemnified Party for any Loss indemnified by it to the extent all or a portion
of such Loss (net of reasonable collection costs) is subsequently recovered by
Indemnified Party under any such insurance; provided, that the foregoing shall
not be construed to require immediate indemnification from an Indemnifying Party
where it is apparent that insurance will eventually cover the loss.
Section 11.6 Procedures Relating to Indemnification for Third Party
Claims.
(a) In order for an Indemnified Party to be entitled to any
indemnification provided for under this Agreement in respect of, arising out of
or involving a Third Party Claim, the Indemnified Party must notify (i) the
Indemnifying Party if the Third Party Claim is one for which Indemnifying Party
must give indemnification, in writing, and in reasonable detail, of the Third
Party Claim within 30 days after receipt by the Indemnified Party of written
notice of the Third Party Claim; provided, however, that failure to give such
notification shall not affect the indemnification provided hereunder except to
the extent that the ability to defend such claim or demand shall have been
prejudiced as a result of such failure (except that the Indemnifying Party shall
not be liable for any expenses incurred during the period prior to the giving of
such notice by the Indemnified Party if notice is not timely given). Thereafter,
the Indemnified Party shall deliver to the Indemnifying Party, within 10 days
after the Indemnified Party's receipt thereof,
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copies of all notices and documents (including court papers) received by the
Indemnified Party relating to the Third Party Claim.
(b) If a Third Party Claim is made against an Indemnified
Party, the Indemnifying Party shall have the right to assume the defense thereof
with counsel selected by the Indemnifying Party. Upon the Indemnifying Party
assuming the defense of the Third Party Claim, the Indemnifying Party shall not
be liable to the Indemnified Party for legal expenses subsequently incurred by
the Indemnified Party in connection with the defense thereof. The Indemnified
Party shall have the right to participate in the defense thereof and to employ
counsel (not reasonably objected to by the Indemnifying Party), which shall be
at its own expense, separate from the counsel employed by the Indemnifying
Party. In the event the Indemnifying Party fails to assume the defense of a
Third Party Claim within 30 days after receipt of the notice for which the
Indemnified Party is entitled to be indemnified as provided above, the
Indemnified Party may defend the Third Party Claim consistent with its
obligations hereunder, at the expense and for the account of Indemnifying Party,
and shall keep the Indemnifying Party fully informed regarding the progress and
status thereof. It is understood that the party assuming the defense shall
control such defense.
(i) All of the applicable Indemnified and
Indemnifying Parties shall cooperate with the party assuming the defense of any
Third Party Claim which is subject to this Article XI. Such cooperation shall
include the retention and the provision, to the party assuming the defense, of
records and information which are reasonably relevant to such Third Party Claim
and making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder.
(ii) The party assuming the defense shall keep
the applicable Indemnified and Indemnifying Parties fully informed regarding the
progress and status thereof.
(iii) If the Indemnified Party has assumed the
defense, it shall not settle, compromise or discharge such Third Party Claim
without the prior written consent of the Indemnifying Party (which consent shall
not be unreasonably withheld or delayed). If the Indemnifying Party has assumed
the defense, it shall not settle, compromise or discharge such Third Party Claim
without the prior written consent of the Indemnified Party if such settlement,
compromise or discharge requires the Indemnified Party to cease any activity or
to take any action (other than entering into an agreement setting forth the
terms of such settlement, compromise or discharge) or admit liability or consent
to the entry of a judgment against the Indemnified Party.
Section 11.7 Other Claims. In the event a party hereto should have a
claim under this Article XI that does not involve a Third Party Claim for which
it is entitled to be indemnified under this Article XI, such party shall deliver
written notice of such claim with reasonable promptness and stating the nature,
basis and amount of the claim in reasonable detail to the other party. The
failure by a party to so notify the other party shall not relieve any liability
under this Article XI, except to the extent that the ability to defend such
claim or demand shall have been prejudiced as a result of such failure. If a
party disputes the liability with respect to such claim, the parties shall
proceed in good faith to negotiate a resolution of such dispute and, if not
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resolved through negotiations, such dispute shall be resolved by litigation in
an appropriate court of competent jurisdiction, as provided in Section 12.14.
Section 11.8 Knowledge. It shall not be a defense, nor shall Venture
Holdings or the Transferors, as the case may be, be deemed to have waived or
released or otherwise be estopped from asserting any claim for indemnification
for breach of a representation, warranty or covenant by having consummated the
transactions contemplated hereby despite actual or constructive Knowledge of
such breach prior to the Closing Date.
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.1 Amendment. This Agreement and the rights and obligations
of the parties hereunder may not be changed orally, but only by an instrument in
writing signed by each of the Debtors, each of the Transferors, and the Agent.
Section 12.2 Survival of Representations, Warranties and Agreements.
Except as provided in Section 11.2, the representations and warranties of the
parties contained in this Agreement shall survive until the applicable Indemnity
Termination Date. The covenants to be performed after the Closing Date shall
survive indefinitely.
Section 12.3 Access to Records After Closing Date; Disposal of Records.
The parties to this Agreement agree to preserve until the seventh anniversary of
the Closing Date or as otherwise required by law all business and tax records
including, but not limited to, those records in their possession relating to the
conduct of the Business prior to the Closing Date. In the event that any party
to this Agreement requires access to any such records for preparing income tax
returns, for complying with any audit request, subpoena, or other investigative
demand by any governmental authority, third party, or for any civil litigation,
to bring or respond to or defend any claim, lawsuit, investigation or other
governmental inquiry or legal proceeding, to exercise their rights under this
Agreement or as may be required by them to otherwise conduct their business
activities, each party shall allow the requesting party access to such records,
including reasonable use of office space and facilities, during regular business
hours at the place of business of the nonrequesting party for the sole purpose
of obtaining information for use as provided for in this section, and shall
permit such party to make extracts and copies thereof as may be necessary or
convenient.
Section 12.4 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Michigan
applicable to contracts executed and fully performed within the State of
Michigan.
Section 12.5 Notices. All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made if and when delivered personally or by overnight courier to the
parties at the following addresses or sent by electronic transmission, with
confirmation received, to the telecopy numbers specified below (or at such other
address or telecopy number for a party as shall be specified by like notice):
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(a) In the case of the Transferors:
Larry J. Winget
33662 James J. Pompo Drive
Fraser, Michigan 48026-0278
With copies to:
Allard & Fish P.C.
2600 Buhl Building
535 Griswold Street
Detroit, Michigan 48226
Attn.: Ralph McKee
Fax No.: (313) 961-6142
Greenberg Traurig, LLP
77 W. Wacker Drive
Suite 2400
Chicago, IL 60601
Attn.: Nancy Mitchell
Fax No.: (312) 456-8435
And copies to:
Bank One, N.A.
One Bank One Plaza
Chicago, IL 60170
Attn.: Linda Thompson
Fax No.: (312) 732-1775
Sidley Austin Brown & Wood LLP
Bank One Plaza
Chicago, IL 60603
Attn.: Larry J. Nyhan
Fax No.: (312) 853-7036
(b) In the case of Venture Holdings:
James E. Butler
Executive Vice President
Venture Holdings Company LLC
33662 James J. Pompo Drive
Fraser, Michigan 48026
Fax No.: (586) 276-1845
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With a copies to:
Judy A. O'Neill
Foley & Lardner
150 West Jefferson, Suite 1000
Detroit, Michigan 48226-4443
Fax No.: (313) 963-9308
Barbara A. Kaye
Dykema Gossett PLLC
315 E. Eisenhower, Suite 100
Ann Arbor, Michigan 48108
Fax No.: (734) 214-7696
Bank One, N.A.
One Bank One Plaza
Chicago, IL 60170
Attn.: Linda Thompson
Fax No.: (312) 732-1775
Sidley Austin Brown & Wood LLP
Bank One Plaza
Chicago, IL 60603
Attn.: Larry J. Nyhan
Fax No.: (312) 853-7036
Section 12.6 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement. Any such severed
provision shall be replaced by a provision which is as near as possible in legal
and economic effect. If it is not possible to do so, then the covenants,
agreements, provisions and terms of this Agreement shall not be severed, and the
validity of this Agreement shall be determined by reference to its entire
contents.
Section 12.7 Assignment. This Agreement may not be assigned by the
parties hereto except that Venture Holdings shall assign to Venture Delaware and
Venture Delaware shall assume the rights and obligations of Venture Holdings
under this Agreement upon the consummation of the Plan. No such assignment shall
relieve Venture Holdings of any of its obligations under this Agreement.
Section 12.8 Further Assurances. The Transferors and Venture Holdings
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the other
parties in order to more fully effect the purposes of this Agreement. Without
limiting the generality of the preceding sentence, from time to time after the
Closing Date, without further consideration, Winget shall, and shall cause the
other Transferors to, cooperate with Venture Holdings and shall execute and
deliver instruments of transfer or assignment or assumption, or shall execute
and deliver such other documents, to Venture Holdings as Venture Holdings
reasonably may request to evidence or perfect Venture
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Delaware's right, title and interest to the Transferred Winget Entities and
Transferred Assets and otherwise carry out the transactions contemplated by this
Agreement. Winget shall execute all documents reasonably required to be executed
by him in his capacity as a current or former officer and director of Venture
Holdings.
Section 12.9 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Transferors or Venture Holdings, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privilege provided by law.
Section 12.10 Specific Performance. Each of the parties hereto shall have
the right and remedy to have the terms of this Agreement specifically enforced
by any court of competent jurisdiction, including the Bankruptcy Court, it being
agreed that any breach or threatened breach of this Agreement would cause
irreparable injury and that money damages would not provide an adequate remedy.
Accordingly, in addition to any other rights or remedies, each of the parties
hereto shall be entitled to injunctive relief to enforce the terms of this
Agreement and to restrain any violation of its provisions. Without limiting the
foregoing in any respect, approval of this Agreement by the Bankruptcy Court
shall not be a condition to the rights of Venture Holdings and the Agent to
compel specific performance of the provisions of this Agreement, it being
understood and agreed by the parties hereto that the Bankruptcy Court will be
requested to approve this Agreement only in connection with confirmation of the
Plan.
Section 12.11 Counterparts. This Agreement may be executed in two or more
counterparts thereof (and by different parties on separate counterparts), each
of which shall be an original, but all of which together shall constitute one
and the same instrument.
Section 12.12 Binding Effect; Third-Party Beneficiaries. Notwithstanding
anything to the contrary contained herein, the parties acknowledge that the
obligations, representations and warranties of the Debtors are subject to the
approval of this Agreement by the Bankruptcy Court. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Without limiting the generality of the
foregoing, this Agreement shall inure to the benefit of and be binding upon
Venture Delaware. Except as provided in this Section 12.12, this Agreement shall
not create any rights in any persons or entities who are not parties hereto
(other than any Indemnified Parties who are not parties hereto), their
successors or permitted assigns, including without limitation any third party
beneficiary rights. Notwithstanding the foregoing, the Agent shall be deemed a
third party beneficiary of this entire Agreement with the ability to enforce the
obligations herein.
Section 12.13 Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. The parties make no
representations or warranties to each other, except as contained in this
Agreement, and any and all prior representations and warranties made by any
party or its representatives, whether verbally or in writing, are deemed to have
been merged into this
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Agreement, it being intended that no such prior representations or warranties
shall survive the execution and delivery of this Agreement.
Section 12.14 Consent to Jurisdiction. Each of the parties irrevocably
submits to the jurisdiction of the Bankruptcy Court for the purposes of any
suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby until the Indemnity Termination Date.
Section 12.15 Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.
Section 12.16 Tax Matters.
(a) The Transferors shall be responsible for all Income Taxes and
the preparation and filing of all such Income Tax returns for the Transferred
Winget Entities, exclusive of South Africa and Australia, for any period (or
portion thereof) commencing prior to and ending on or prior to the Closing Date.
Transferors shall be responsible for all Michigan Single Business Taxes for the
periods beginning before and ending on the Closing Date. For the Michigan Single
Business Tax period beginning before the Closing Date and ending after the
Closing Date, the Transferors shall be responsible for all such Michigan Single
Business Taxes, pro rated on an interim closing of the books basis. Venture
Holdings shall be responsible for preparing and filing returns for such period
and shall provide copies of all such returns to Winget for his review, not later
than ten (10) business days prior to filing. The Transferors shall make all
payments required under this Section 12.16(a) with respect to any such Taxes and
Tax returns. The Transferors shall be entitled to use all existing overpayments
made prior to the Closing Date and credits properly allocable to the periods
ending on or before the Closing Date with respect to such Taxes to reduce their
liability hereunder for such Taxes. Credits arising under the Michigan Single
Business Tax shall be pro-rated in the same manner and to the same extent as the
Michigan Single Business Tax, provided any credit specifically arising from a
Transferred Winget Entity's status as an "S" corporation shall be allocated to
the Transferors.
(b) Venture Holdings shall be responsible for all Taxes, and the
preparation and filing of all Tax returns, due after the Closing Date, (w) for
all Income Taxes of South Africa and Australia (excluding any liability for
withholding Taxes attributable to dividends or interest paid to Winget or his
affiliates or Income Taxes attributable to the transactions contemplated by this
Agreement or the Plan) for periods ending on or prior to the Closing Date, (x)
for all Tax obligations of the Transferred Winget Entities (exclusive of Income
Tax obligations, including Michigan single business Taxes, of the Transferred
Winget Entities other than those described in clause (w)) for periods ending on
or prior to the Closing Date, and (y) for all periods after the Closing Date
that relate to the ownership of the Winget Assets or the operations of the
Business of any Transferred Winget Entities during such periods; provided,
however, that the Transferors (and not Venture Holdings) shall be responsible
for any Taxes described in this subsection (b) to the extent such Taxes (i) were
due and owing but unpaid prior to the Closing Date, or (ii) relate to a breach
of a representation or warranty set forth in Section 6.1(m). Venture Holdings
will make all payments required with respect to any such Taxes or tax returns.
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(c) With respect to the taxable year of any Transferred Winget
Entity which, as of the date hereof, is a flow-through entity for federal income
Tax purposes and whose taxable year ends on the Closing Date, Winget shall have
the right to determine the method of accounting to be employed in the
determination of the taxable income of such Transferred Winget Entity for such
taxable year, as long as (i) such method is in accordance with applicable Tax
laws and (ii) such method does not have an adverse effect on the Taxes payable
by or with respect to the Transferred Entity for any period (or portion thereof)
beginning after the Closing Date (including any method that would have the
effect of deferring income to such periods or accelerating deductions prior to
such periods).
(d) For purposes of subsections (a) and (b) of this Section 12.16,
any Income Taxes attributable to a period beginning on or before and ending
after the Closing Date shall be allocated on a "closing of the books" basis by
assuming that the books of the respective entity were closed at the close of the
Closing Date. For the avoidance of doubt, any Income Taxes incurred as a result
of the cancellation of debt owed by a Transferred Winget Entity occurring by
virtue of the Plan will be allocated to the pre-Closing Date period.
(e) Venture Holdings shall have the right to receive a copy of all
2002 Transferred Winget Entity Income Tax Returns and any other Income Tax
Returns filed after the date of this Agreement.
Section 12.17 Release.
(a) Except for the obligations created by this Agreement or as
provided in Article V of this Agreement, and except as provided in paragraph (d)
below, as of the Closing Date, Winget, individually and as Trustee of the Larry
J. Winget Living Trust, each Transferor and each Retained Entity which is not a
Transferor (each a "Releasing Party") fully, finally and forever release and
agree to hold harmless the Debtors and all their respective successors, assigns,
officers, directors, stockholders, employees, lenders, affiliates, attorneys,
consultants, advisors (financial and otherwise), agents, representatives and all
Restructuring Professionals, and all of their respective heirs, representatives,
predecessors, successors, and assigns (in their capacity as such and not in any
other capacity) (collectively, the "Released Parties") from and against any and
all manner of action or actions, cause or causes of action, in law or in equity,
suits, debts, liabilities, claims, demands, damages, losses, costs and expenses,
of any nature whatsoever, known or unknown, fixed or contingent, foreseeable or
unforeseeable (collectively, the "Released Claims"), which such Releasing Party
may have at the Closing Date or may thereafter have against any of the Released
Parties by reason of any matter, cause or thing whatsoever from the beginning of
time to the Closing Date, other than claims arising under this Agreement (the
"Release").
(b) Each Releasing Party acknowledges that it may hereafter discover
facts different from or in addition to those which it now knows or believes to
be true with respect to the Released Claims which are the subject of the Release
and each Released Party expressly agrees to assume the risk of the possible
discovery of additional or different facts, and agrees that the Release shall be
and remain effective in all respects, regardless of such additional or different
facts.
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(c) All other releases among the parties shall be in accordance with
the Plan.
(d) Notwithstanding the preceding provisions of this Section 12.17,
in the event that any of the Released Parties shall, directly or derivatively,
commence or pursue any litigation against any of the Releasing Parties with
respect to any matter which arose prior to the Closing Date, or in the case of
any claim by any Venture Indemnified Party pursuant to Section 11.1, the
Releasing Parties shall have the right and ability to pursue any defense, offset
or counterclaim which they could assert against the Debtors in such litigation,
provided however that the amount of the Releasing Parties' recovery shall be
limited to the amount of recovery under the initial claim or as otherwise
provided in Article V.
(e) Paragraphs (a) and (b) of this Section 12.17 shall only be
effective if the Closing Date shall occur; otherwise, this Section 12.17 (other
than paragraph (d)) shall be null and void.
Section 12.18 Schedules and Exhibits. The Deliverables and exhibits
referred to herein, and the Disclosure Schedule, shall constitute a part of this
Agreement and are incorporated into this Agreement for all purposes. Any
information or matters contained in one section of the Disclosure Schedule shall
not be deemed to be referable or applicable to, or incorporated in, any other
section of the Disclosure Schedule unless specific reference is made thereto in
such schedule or where such information or matter, by its very nature and
substance, is reasonably referable or applicable to such other section of the
Disclosure Schedule. The inclusion of any item in the Disclosure Schedule is not
evidence of the materiality of such item for the purposes of this Agreement.
Section 12.19 Plan to Control. Notwithstanding anything in this Agreement
to the contrary, the Debtors are not, and shall not be deemed to be, releasing
any rights any of them otherwise has under the Plan. In the event of any
conflict or inconsistency between the terms of this Agreement and the terms of
the Plan, the terms of the Plan shall control.
[SIGNATURES APPEAR ON FOLLOWING PAGES.]
48
IN WITNESS WHEREOF, each Transferor and each Debtor has caused this
Contribution Agreement to be duly executed by their respective officers as of
the day and year first above written.
VENTURE HOLDINGS COMPANY LLC
By: ______________________________
Name:
Title:
VEMCO, INC.
By: ________________________________
Its:
VENTURE INDUSTRIES CORPORATION
By: ________________________________
Its:
VENTURE MOLD & ENGINEERING CORPORATION
By: ________________________________
Its:
VENTURE LEASING COMPANY
By: ________________________________
Its:
VEMCO LEASING, INC.
By: ________________________________
Its:
VENTURE HOLDINGS CORPORATION
By: ________________________________
Its:
VENTURE SERVICE COMPANY
By: ________________________________
Its:
EXPERIENCE MANAGEMENT LLC
By: ________________________________
Its:
VENTURE EUROPE, INC.
By: ________________________________
Its:
VENTURE EU CORPORATION
By: ________________________________
Its:
LARRY J. WINGET
_____________________________________
THE LARRY J. WINGET LIVING TRUST
By: _______________________________
Larry J. Winget, Trustee under the Larry
J. Winget Living Trust
VENTURE SALES & ENGINEERING CORP.
By: ________________________________
Its:
P.I.M. MANAGEMENT COMPANY
By: ________________________________
Its:
The undersigned executes this Agreement solely with respect to the matters in
Article V.
GOLF COURSE SERVICES, L.L.C.
(d/b/a THE WYNDGATE)
By: ________________________________
Its:
ACKNOWLEDGEMENT OF HARPER PARTNERS:
The undersigned, the Harper Partners, agree to be bound by the provisions
of Section 7.1A(c)(ii) of this Agreement with respect to any adjustment in rent
relating to the Harper Property.
THE ALICIA WINGET LIVING TRUST
By: _______________________________
_________, Trustee under the Alicia
Winget Living Trust
THE LARRY J. WINGET LIVING TRUST
By: _______________________________
Larry J. Winget, Trustee under the Larry
J. Winget Living Trust
VIMCO CORPORATION
By: ________________________________
Its:
A. JAMES SCHUTZ
____________________________________
MICHAEL G. TORAKIS
____________________________________
ANNALISA WINGET
_________________________________
GWENDOLYN MAY WINGET
_________________________________
LARRY JOSEPH WINGET, JR.
_________________________________
NORMAN MATTHEW WINGET
_________________________________
ADELICIA JO JEAN TIGNANELLI
_________________________________
EXECUTION COPY
EXHIBIT A
WINGET ENTITIES
Venture Sales & Engineering Corp.
Venture Real Estate, Inc.
Deluxe Pattern Corporation
Venco #1, L.L.C.
Realven Corporation
Venture Automotive Corp.
Patent Holding Company
Venture Equipment Acquisition Company
Venture Heavy Machinery Limited Liability Company
Venture Real Estate Acquisition Company
P.I.M. Management Company (a/k/a PIM, Inc.)
Venture Holdings B.V.
Venture Otto South Africa Pty Ltd.
Venture Peguform One (Pty) Ltd (formerly Formprops 117 (Pty)
Ltd)
Venture Peguform Two (Pty) Ltd (formerly HM Leibowith (Pty
Ltd)
Venture Peguform Properties One (Pty) Ltd (formerly Venture
Otto Properties (Pty) Ltd)
Lot Progress Properties (Pty) Ltd
Venture Peguform Properties Two (Pty) Ltd (formerly Lot 1544
Isipingo (Pty) Ltd)
ISG Gauteng (Pty) Ltd
ISG Natal (Pty) Ltd
ISG East Cape (Pty) Ltd
AIC Chemicals (Pty) Ltd
Farm & Country Real Estate Company
Venture - Nevada LLC
Shelby American, Inc. (75% owned by Venture Nevada)
Venture Asia Pacific Pty. Ltd.
Venture Industries Australia Pty. Ltd.(Plastics Plant)
Venture Mould & Engineering Australia Pty.Ltd.(Metro Tool & Die)
Millard Design Australia Pty. Ltd.
EX-1
EXECUTION COPY
Venture Advance Design Engineering Australia Pty. Ltd. (formerly
Venture Technology Development Corporation Pty. Ltd.)
Venture Engineering Design Services Australia Pty Ltd
Venture Australia Unit Trust
Venture Global Engineering
Venture Foreign Sales
Pompo Insurance and Indemnity, Ltd.
Vimco Corp.
MGT Construction
Center for Lean Manufacturing
Venco Mgt.
VIC Management
VIRN/VIR/VIRN Holdings
EX-2
EXECUTION COPY
EXHIBIT B
TRANSFERRING WINGET ENTITIES
Venture Sales & Engineering Corp.
P.I.M Management Company
EX-3
EXECUTION COPY
EXHIBIT C
[INTENTIONALLY OMITTED]
EX-4
EXECUTION COPY
EXHIBIT D
RETAINED PROPERTY
(AND RETAINED ENTITIES)
RETAINED PROPERTY
1. Membership interests in VIC Management, L.L.C. and Venture Global
Engineering LLC owned by Deluxe Pattern Corporation
2. Receivable owed to Farm & Country Real Estate by Joseph Tignanelli
($366,652 as of 7/31/03)
3. Receivable owed to Venture Real Estate, Inc. by Larry Winget ($150,000
as of 7/31/03)
4. The following accounts receivable of Heavy:
PIM Management Company $ 5,285,388
Venco #1 LLC $ 4,066,807
Venture Global Engineering $ 262,887
Venture Global Engineering (Supercart) $ 1,500,000
Larry J. Winget $12,074,425
5. The following additional accounts receivable of Heavy:
Venture Universal, LLC $4,301,786
Supercart $1,211.101
VIRN $ 36,675
RETAINED ENTITIES
Acropolis Resort, LLC
Adams Road Land Co., LLC
Center for Lean Manufacturing
FTS
Golf Course Corporation I
Golf Course Development Company
Golf Course Services, LLC
Harper Properties of Clinton Twp. Limited Partnership
Linden Creek
M&M Flow Through Systems, LLC
MAST Services, LLC
MGT Construction, Inc.
EX-5
EXECUTION COPY
Millard ESP
Modas LLC
Venture - Modas, Inc.
Moldite Technologies LLC
Nova Industries, Inc.
Oakland Land Company
Ohio Golf Corporation
Ohio Golf Course Land Company
P.I.M. Management Company (a/k/a PIM, Inc.)
Pompo Insurance & Indemnity Company, Ltd.
Shefco
Supercart Holdings Pty., Ltd.
Satyam Venture Engineering Services (SVES)
Tignanelli Interiors
Venture - Universal, LLC
Universal Plastic Industries, Inc. (a/k/a Universal Venture
Automotive)
Venco Mgmt.
Venture Australia Unit Trust
Venture Corporacion Desarroladorade Technologia
Venture Foreign Sales Corporation
Venture Global Engineering LLC
VIC Management, L.L.C.
Vimco Corporation
VIR Company, LLC/ VIRN Company, LLC/ VIRN Holdings, LLC
Windall Industries, Inc
Venture Sales & Engineering Corp.
Venture Alabama, LLC
EX-6
EXECUTION COPY
EXHIBIT E
TRANSFERRED WINGET ENTITIES
Venture Real Estate, Inc.
Deluxe Pattern Corporation
Venco #1, L.L.C.
Realven Corporation
Venture Automotive Corp.
Patent Holding Company
Venture Equipment Acquisition Company
Venture Real Estate Acquisition Company
Venture Heavy Machinery Limited Liability Company
Venture Holdings B.V.
Venture Otto South Africa Pty Ltd.
Venture Peguform One (Pty) Ltd (formerly Formprops 117 (Pty) Ltd)
Venture Peguform Two (Pty) Ltd (formerly HM Leibowith (Pty Ltd)
Venture Peguform Properties One (Pty) Ltd (formerly Venture Otto Properties
(Pty) Ltd)
Lot Progress Properties (Pty) Ltd
Venture Peguform Properties Two (Pty) Ltd (formerly Lot 1544 Isipingo (Pty)
Ltd)
ISG Gauteng (Pty) Ltd
ISG Natal (Pty) Ltd
ISG East Cape (Pty) Ltd
AIC Chemicals (Pty) Ltd
Farm & Country Real Estate Company
Venture - Nevada LLC
Shelby American, Inc. (75% owned by Venture Nevada)
Venture Asia Pacific Pty. Ltd.
Venture Engineering Design Services Australia Pty Ltd
Venture Industries Australia Pty. Ltd.(Plastics Plant)
Venture Mould & Engineering Australia Pty.Ltd.(Metro Tool & Die)
Millard Design Australia Pty. Ltd.*
Venture Advance Design Engineering Australia Pty. Ltd. (formerly Venture
Technology Development Corporation Pty. Ltd.)
EX-7
EXECUTION COPY
EXHIBIT F
TRANSFERRED ASSETS
Sales Representation Agreement effective as of January 1, 2000 between
Venture Industries Australia Pty. Ltd. and VSE, and any amendments thereto
Sales Representation Agreement effective as of January 1, 2000 between
Venture South Africa Pty. Ltd. and VSE, and any amendments thereto
EX-8
EXECUTION COPY
EXHIBIT G
[INTENTIONALLY OMITTED]
EX-9
EXECUTION COPY
EXHIBIT H
HARPER LEASE
EX-10
LEASE AGREEMENT
THIS LEASE is made between the following parties:
LANDLORD: HARPER PROPERTIES OF CLINTON TWP. LIMITED PARTNERSHIP, a Michigan
limited partnership, whose address is 33662 James J. Pompo Drive,
Fraser, Michigan 48026.
TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation, whose address
is 33662 James J. Pompo Drive, Fraser, Michigan 48026.
SUMMARY OF LEASE TERMS.
The following summary (the "Summary") is intended to summarize the pertinent
terms of this Lease and is not intended to be exhaustive. In the event anything
set forth in this Summary conflicts with the other specific provisions of this
Lease, the specific provisions of the Lease shall be deemed to control in the
absence of expressed contrary intent.
A. THE PREMISES.
Approximately 180,000 square feet of space located in the Township of
Clinton, County of Macomb, State of Michigan commonly known as 34501
Harper Avenue, Clinton Township Michigan as more particularly described
in EXHIBIT "A", subject to the provisions of Section I of this lease.
B. THE TERM.
COMMENCEMENT DATE: Subject to the provisions of Section 2 of this lease.
EXPIRATION DATE: The lease shall expire ten (10) years from the
Commencement Date, subject to Tenant's option to extend the Term (as
hereinafter defined) and Tenant's option to terminate this Lease, in
each case, pursuant to Section 2.01 of this Lease.
C. RENT.
BASE RENT: Tenant shall pay Base Rent in equal monthly installments
as set forth in Section 3.01.
D. TENANT'S PROPORTIONATE SHARE ...................... 100%
E. [INTENTIONALLY OMITTED]
F. LIMITS OF INSURANCE.
1. If dual limits: Bodily Injury: $1,000,000 per person
$2,000,000 per
occurrence
Property Damage: $2,000,000 per
occurrence
2. If single limit: $2,000,000
G. USE AND OCCUPANCY OF THE PREMISES.
1. General industrial use and incidental and ordinary related uses.
STANDARD COVENANTS, TERMS AND CONDITIONS
SECTION I: PREMISES AND TENANT IMPROVEMENTS
1.01 In consideration of the rent to be paid and the covenants and agreements
to be performed hereunder, Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the premises described in paragraph A of the
Summary (the "PREMISES"), located in the building, commonly known as
34501 Harper Avenue, Clinton Township, Macomb County, Michigan (the
"BUILDING") and the nonexclusive use of the other common areas in or
appurtenant to the Building and located on the Real Estate (as
hereinafter defined).
1.02 AMENDED PREMISES. Landlord shall have the right, exercisable at any
point during the Term (including any extension thereof), to recapture a
portion of the Premises from Tenant (the "RECAPTURE RIGHT"). In the
event Landlord elects to exercise the Recapture Right, Landlord shall
provide Tenant with a separate legal description for the common areas in
or appurtenant to the Building (the "VACANT AREA PARCEL") and for the
Building and the necessary parking areas for the operation of the
Building (the "BUILDING PARCEL"). The Vacant Area Parcel and the
Building Parcel shall be depicted in a survey detailing the boundaries
of the separate parcels and the location of all structures on the
parcels. The cost of the survey and division of the Premises into the
Vacant Area Parcel and the Building Parcel shall be paid by the
Landlord.
Upon the production of the separate legal descriptions and survey this
Lease shall be deemed to be amended to substitute the Building Parcel
for the Premises. Landlord and Tenant shall thereafter execute an
amendment to the Lease pursuant to which the Lease is modified to
substitute the Building Parcel for the Premises. Upon the exercise of
the Recapture Right, Landlord shall be free to use and dispose of the
Vacant Area Parcel, subject to the restrictions set forth in this Lease.
Thereafter, the Vacant Area Parcel shall be maintained by the Landlord
at the Landlord's sole cost in a manner reasonably acceptable to the
Tenant including the weekly landscape maintenance and Landlord shall be
responsible for the real estate taxes assessed to the Vacant Area
Parcel. If the Vacant Area Parcel is not assessed separately from the
Building Parcel, then Landlord and Tenant shall each be responsible for
their proportionate share of the real estate taxes for the Premises
based on the square footage of the Premises as depicted by the survey.
Tenant shall be responsible for all taxes assessed against the
improvements located on the Building Parcel. Landlord shall assume sole
responsibility and liability for the Vacant Area Parcel and shall
indemnify the Tenant from any claim arising out of the Vacant Area
Parcel.
1.03 VACANT AREA PARCEL - RIGHT OF FIRST OFFER. Landlord shall not lease,
sell, or transfer the Vacant Area Parcel and/or Building Parcel to
another party, or enter into a contract with any such other party for
the lease, sale, or transfer, of the Vacant Area Parcel or the Building
Parcel, without first giving Tenant written notice of Landlord's intent
to lease, sell, or transfer the Vacant Area Parcel or Building Parcel,
as the case may be (the "LANDLORD'S NOTICE"). Landlord's Notice shall
include a written offer to lease or sell the Vacant Area Parcel and/or
Building Parcel, as the case may be, to Tenant at a price and on terms
and conditions that shall be set forth in the Landlord's Notice.
Tenant shall have thirty (30) days after the receipt of Landlord's
Notice within which to notify Landlord whether it wishes to lease or
purchase the Vacant Area Parcel and/or Building Parcel, as the case may
be. If Tenant wishes to either purchase or lease the Vacant Area Parcel
and/or Building Parcel, Tenant shall make a written acceptance of
Landlord's offer contained in the Landlord's Notice to the Landlord to
either lease or purchase the Vacant and/or Building Parcel (the
"TENANT'S NOTICE"). If Tenant does so notify Landlord, then Tenant shall
be bound to lease or purchase the Vacant Area Parcel and/or Building
Parcel, as the case may be, and Landlord shall be bound to sell or lease
the Vacant Parcel and/or Building Parcel, as the case may be, to Tenant,
at the price or rent on the terms and conditions set forth in the
Landlord's Notice. If Tenant does not so notify Landlord within such
thirty (30) day period, then Landlord shall be free to contract to sell
or lease the Vacant Area Parcel and/or Building Parcel to any
third-party provided such sale or lease is at a purchase price or rent
term not less than ninety-five percent of the purchase price or rent
term set forth in the Landlord Notice and on terms and conditions
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not materially more favorable to the third party than those set forth in
the Landlord's Notice.
SECTION 2: TERM; OPTION(S) TO EXTEND AND TERMINATE
2.01 TERM. The "TERM" shall commence (the "COMMENCEMENT DATE") upon release
of this Lease to the Tenant pursuant to and in accordance with the terms
of the Escrow Agreement among Larry J. Winget, Venture Holdings Company,
LLC and First American Title Insurance Company, dated September 22,
2003. The Lease shall not be enforceable until approval is received by
the United States Bankruptcy Court.
The Term will expire on the Expiration Date shown in Paragraph B of the
Summary, subject to Tenant's option(s) to extend the Term pursuant to
this Section 2.01.
OPTION TO EXTEND. Provided the Tenant is not then in default under this
Lease, the Tenant shall have the option to extend the Term of this Lease
for two (2) additional periods of five (5) years each (each, an "OPTION
PERIOD"). Tenant shall exercise each said option by giving the Landlord
written notice of such election not less than one hundred and eighty
(180) days prior to the expiration of the then existing term. All terms
and conditions of this Lease shall remain the same, except that the Base
Rent for each five (5) year Option Period shall be determined either by
(i) the agreement of Landlord and Tenant as to fair market value rent or
(ii) the determination of an independent appraiser mutually selected by
Landlord and Tenant, as to fair market value rent based on similar
facilities, locations, business operations, and taking into account the
leasehold improvements actually paid for by the Landlord thereunder to
the extent not reimbursed by the Tenant.
However, notwithstanding anything to the contrary contained herein or in
the Lease, the amount of Base Rent due under the Lease shall never
decrease below the Base Rent charged during the proceeding year of the
Lease, or the Base Rent charged during the first year of the Lease,
whichever is greater
In making any calculations hereunder, no effect shall be given to
existing rent concessions, abatements, or tenant improvement allowances
(if any).
SECTION 3: BASE RENT
3.01 Tenant shall pay to Landlord Base Rent in monthly installments during
the Term. The initial Base Rent shall be the fair market value rent as
determined pursuant to that certain Contribution Agreement between Larry
J. Winget and The Larry J. Winget Living Trust, the Other Transferors
named therein, and Venture Holding Company, LLC dated September 22,
2003, (the "CONTRIBUTION AGREEMENT") provided, however, that if the
Term commences pursuant to Section 2.01 prior to a determination of fair
mark rent value rent under the Contribution Agreement then the rent
shall be determined either by (i) the agreement of the Landlord and the
Tenant as to the fair market value rent or (ii) the determination of an
independent appraiser mutually selected by the Landlord and the Tenant,
as to the fair market value rent based on similar facilities, locations,
business operations, and taking into account the leasehold improvements
actually paid for by the Landlord thereunder to the extent not
reimbursed by the Tenant.. During each Option Period, Base Rent shall be
determined in the manner described in Section 2.01.
3.02 Each monthly installment of rent will be paid in advance in the manner
set forth in Section 5 hereof. The first installment shall be due and
payable on the Commencement Date and each succeeding installment shall
be due and payable on the first day of each and every month thereafter
(the "RENT DAY") during the Term and any extension thereof at the office
of the Landlord at the address shown on the cover page of this Lease or
at such other place as Landlord may designate from time to time in
writing. The Base Rent and Operating Costs, subject to Section
4.01(ii), for a partial calendar month, if any, at the beginning of the
Term shall be prorated on a daily basis (based on the actual number of
days in the applicable calendar month) and shall be payable on the
Commencement Date.
3
SECTION 4: OPERATING COSTS
4.01 DEFINITIONS
(i) "REAL ESTATE TAXES" means real estate taxes and assessments, general and
special, assessed and levied upon the Building and the Real Estate. The
"BUILDING" means the Building of which the Premises are a part and "REAL
ESTATE" means the land on which the Building is situated and, as and to
the extent designated by Landlord, the parking areas, walks, drives,
plazas, landscaped areas and other common areas located on the Real
Estate and serving the Building. For purposes of calculating Real Estate
Taxes hereunder, Landlord may take the benefit of the provisions of any
statute or ordinance permitting any assessment to be paid over a period
of time and the installments of such assessment which would become due
and payable by virtue of such provisions during the Term of this lease
or any extension hereof, together with any interest thereon, will be
included in the calculation of Real Estate Taxes. In the event that the
United States or the city, county, state or other political subdivision
of any governmental authority having jurisdiction imposes a tax,
assessment or surcharge of any kind or nature upon, against, measured by
or with respect to the rentals payable by the tenants of the Building or
on the income of Landlord derived from the Building (expressly excluding
any portion of Landlord's Michigan Single Business Tax), or with respect
to Landlord's ownership of the Building and the Real Estate either by
way of substitution for all or any part of the taxes and assessments
levied or assessed against the Building and the Real Estate, or, in
addition thereto (but not including federal, state or local income taxes
unless levied by way of substitution), such tax, assessment or surcharge
will be deemed a Real Estate Tax for purposes of this Section. In no
event shall the Real Estate Taxes include any penalty or interest
charge which may be due by virtue of Landlord's late or non-payment
thereof. In addition, the term "Real Estate Taxes" shall not include any
taxes measured by the net income of Landlord, franchise, succession,
inheritance or real estate transfer taxes.
(ii) "OPERATING COSTS" Tenant shall pay as Operating Costs hereinafter
referred to as the "Operating Costs") all operating costs and
impositions for the Building as set forth in this Section. Tenant shall
make all payments of Operating Costs directly to the parties entitled to
receive such payments. Impositions to be paid by Tenant shall include,
collectively, all real estate taxes (subject to Section 1.02) on the
Premises (including without limitation those levied by special taxing
districts) or the use, lease, ownership or operation thereof, personal
property tax on the property covered by this Lease that is classified by
governmental authorities as personal property, assessments (including
all assessments for public improvements or benefits) water, sewer, gas
heat, light, power, cable television, and any other utility assessment
or other rents and charges, excises, levies, fees and all other
governmental charges of any kind or nature whatsoever, general or
special, foreseen or unforeseen, ordinary or extraordinary, with respect
to the Premises or any part thereof, including all interest and
penalties thereon, which at any time prior to, during or with respect
to the Initial Term may be assessed or imposed on or with respect to or
be a lien upon Landlord or the Premises or any part thereof or any rent
therefrom or any estate, title or interest therein and any and all
community associations, and/or association charges, fees, dues and
assessments, and interest and penalties thereon. Operating Costs to be
paid by Tenant shall include any and all expenses, costs and
disbursements of every kind and nature whatsoever, which are required to
operate, repair, maintain, replace and rebuild the Premises and every
component thereof in comparable condition as it was at the commencement
of this Lease and in compliance with Applicable Laws and in accordance
with the requirements of any insurance carrier providing insurance under
this Lease. Operating Costs shall exclude only the following: (i) any
interest on borrowed money or debt amortization arising by, through, or
under Landlord (except interest incurred after an in connection with a
Default by Tenant); (ii) depreciation on the Building; and (iii) costs
of Landlord's overhead.
4
SECTION 5: MANNER OF PAYMENT
5.01 The Base Rent, Operating Costs and all other charges payables by Tenant
hereunder will be paid promptly when due, without relief from valuation
laws, notice or demand therefor, and without deduction, abatement,
counterclaim or setoff for any reason whatsoever, except as otherwise
provided herein. All amounts payable by Tenant to Landlord under the
provisions of this Lease will be paid by Tenant in lawful money of the
United States at the place herein provided for notices to Landlord or at
such other place or to such other person as Landlord may from time to
time designate by notice to Tenant.
5.02 In the event the amount of the Real Estate Taxes are not contested by
Landlord, then Tenant, upon written notice to Landlord, shall have the
right to contest the amount of the Taxes at Tenant's sale cost and
expense, by the appropriate proceedings diligently contested in good
faith. Notwithstanding such proceedings, Tenant shall promptly pay and
discharge such Taxes and any penalties or interest assessed thereon,
unless such proceedings and the posting of a bond or other security
shall (a) operate to prevent or stay the collection of the Taxes and
secure any accruing penalties or interest and (b) operate to cure
Landlord's default in the payment of Taxes required under any mortgage
upon the Demised Premises. Landlord agrees to join Tenant in such
proceedings, if necessary, provided Tenant pays all costs and expenses
incurred by Landlord, including actual attorneys' fees.
SECTION 6: DELINQUENT PAYMENTS
6.01 If Tenant neglects or fails to pay within five (5) days after the date
it receives a written notice from Landlord that the same is due and
payable, any Base Rent, Operating Costs or any other amount required to
be paid to Landlord under this Lease, Tenant shall pay to Landlord, in
addition to such unpaid amounts, a late payment charge and interest upon
such unpaid amounts from five (5) days after the due date thereof to the
date of payment at the Applicable Rate as defined in subparagraph (ii)
of this paragraph 6.01.
(i) LATE PAYMENT CHARGES. Tenant acknowledges that late payment
by Tenant to Landlord of Base Rent or any other amount
required to be paid to Landlord under this Lease will cause
Landlord to incur costs not contemplated by this Lease, the
exact amount of which is extremely difficult and
impracticable to ascertain. Such administration costs
include, without limitation, processing and accounting
charges and late charges that may be imposed upon Landlord by
virtue of its debt obligations. Accordingly, if Tenant fails
to make any of such payments within five (5) days after
Tenant's receipt of written notice from Landlord that such
payment is due, Tenant shall pay a late charge (in addition
to the interest payable under subparagraph (ii) below) equal
to Two Hundred Fifty Dollars ($250.00). The parties
acknowledge that such late charge represents a fair and
reasonable estimate of the administrative costs Landlord will
incur by reason of late payment by Tenant. Acceptance of such
late charge by Landlord shall in no event constitute a waiver
of Tenant's default with respect to such overdue amount nor
prevent Landlord from exercising any of the other rights and
remedies granted hereunder.
(ii) INTEREST CHARGE; APPLICABLE RATE. If Tenant neglects or fails
to pay, within five (5) days after the date the same is due
and payable, any Base Rent or any other amount required to be
paid to Landlord under this Lease, Tenant will pay an
interest charge on all such unpaid amounts (other than the
late payment charge) at an applicable rate per annum equal to
two percent (2%) over the prime interest rate charged by
Comerica Bank of Detroit ("COMERICA PRIME") to its best
commercial customers on the date when the sum becomes due,
but not in excess of the maximum interest rate permitted
by-law. This obligation to pay late charges and interest will
exist in addition to and not in lieu of the other default
provisions in this Lease.
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(iii) MAXIMUM CHARGE. Notwithstanding the foregoing
provisions of this Section, in no event shall the amounts
charged under this Section exceed the maximum amount which
may be lawfully charged by Landlord under applicable law. In
the event the amounts provided for under this Section shall
exceed such lawful charge, then the amounts payable under
this Section shall be reduced to the maximum amount of such
lawful charge.
SECTION 7:
7.01 [INTENTIONALLY OMITTED]
SECTION 8:BREACH; INSOLVENCY; REENTRY
8.01 If any rental payable by Tenant to Landlord remains unpaid for more
than five (5) days after Tenant's receipt of written notice of
nonpayment or if Tenant violates or defaults in the performance of any
of its non-monetary obligations in this Lease (including the Rules and
Regulations) and the non-monetary violation or default continues for a
period of thirty (30) days after Tenant's receipt of written notice,
then Landlord may (but will not be required to) declare this Lease
forfeited and the Term ended, or reenter the Premises, or may exercise
all other remedies available under Michigan law. If any non-monetary
default is one that will reasonably require more than thirty (30) days
to correct, Tenant shall not be deemed to be in default hereof if,
after receiving written notice of non-performance from Landlord,
Tenant has promptly commenced the curing of such default and is
diligently pursuing the same to completion. Except for the negligence
or intentional act or omission of Landlord, its agents, contractors or
employees, Landlord will not be liable for damages to person or
property by reason of any legitimate reentry or forfeiture. In the
event of reentry by Landlord without declaration of forfeiture, the
liability of Tenant for the rent provided herein will not be
relinquished or extinguished for the balance of the Term. Tenant will
pay, in addition to the rental and other sums agreed to be paid
hereunder, reasonable attorneys' fees, costs and expenses in any suit
or action instituted by or involving Landlord to enforce the provisions
of or the collection of the rentals due Landlord under this Lease,
including, subject to applicable law, any proceeding under the Federal
Bankruptcy Code.
8.02 Subject to the provisions set forth in this Section 8.02, if Tenant is
adjudged bankrupt or insolvent, files or consents to the filing of a
petition in bankruptcy under Federal or State law, applies for or
consents to the appointment of a receiver for all or substantially all
of its assets, makes a general assignment for the benefit of its
creditors, fails generally to pay its debts as they become due, or does
anything which under the applicable provisions of the Federal Bankruptcy
Code would permit a petition to' be filed by or against Tenant, then
Tenant shall be in default under this Lease and, to the extent from time
to time permitted by applicable law, including but not limited to the
Federal Bankruptcy Code, Landlord shall be entitled to exercise all
remedies set forth in the preceding paragraph in this Section 8. Tenant
acknowledges that its selection to be a tenant of the Building was
premised in material part on Landlord's determination of Tenant's
creditworthiness and ability to perform the economic terns of this Lease
and Landlord's further determination that Tenant and the character of
its occupancy and use of the Premises would be compatible with the
nature of the Building and the other tenants thereof. In the event of an
assignment, Landlord must be assured that the financial condition of the
assignee is sound and that its use of the Premises will be compatible
with the Building and its other tenants. The provisions of this Section
8.02 shall be enforced to the full extent permitted under the applicable
provisions of the Federal Bankruptcy Code.
8.03 In the event of declaration of forfeiture at or after the time of
reentry, Landlord may release the Premises or any portion(s) of the
Premises for a term or terns and at a rent which may be less than or
exceed the balance of the Term and the rent reserved under this Lease.
In such event Tenant will pay to Landlord, as liquidated damages for
Tenant's default, any deficiency between the total rent reserved and the
net amount, if any, of the rents collected run account of the lease or
leases of the Premises which otherwise would have constituted the
balance of the Term of this Lease, In computing such liquidated damages,
there will be added to the deficiency any reasonable expenses which
Landlord may incur in connection with re-leasing, such as legal
expenses, attorneys' fees,
6
brokerage fees and expenses, advertising and for keeping the Premises in
good order or for preparing the Premises for re-leasing. Any such
liquidated damages will be paid in monthly installments by Tenant on the
Rent Day and any suit brought to collect the deficiency for any month
will not prejudice Landlord's right to collect the deficiency for any
subsequent month by a similar proceeding.
8.04 Notwithstanding anything to the contrary contained in this Lease,
Landlord and Tenant shall each have the duty and obligation to mitigate,
in every reasonable manner, any and all damages that may or shall be
caused or suffered by virtue of defaults under, or violations of any of
the terns and provisions of, this Lease committed by the other party.
SECTION 9: FACILITIES; UTILITIES; SERVICES
9.01 (INTENTIONALLY OMITTED]
SECTION 10: INJURIES TO PERSONS AND PROPERTY
10.01 Except for the negligence or intentional acts or omissions of
Landlord, its agents, contractors or employees, Landlord will not be
liable for injury to person or property arising out of the acts,
omissions or neglect of any tenant, its servants, agents, employees,
invitees, visitors or licensees, or other occupants of or visitors to
the Building or the Premises, or of any person in or about the
Building or the Premises, or of owners or occupants of or persons on or
about surrounding properties; nor for injury to persons or property
arising out of patent or latent defects, structural or otherwise, in the
Building or any appurtenance thereof, or arising out of the condition or
the Building, or by or from the bursting, stoppage or looking of or from
any pipes or drains, or from the malfunctioning of any utility, facility
or installation, after the Commencement Dale of this Lease.
10.02 Except for the negligence or intentional acts or omissions of Landlord,
its agents, contractors or employees, Tenant, at its expense, will
defend, indemnify and save Landlord, its licensees, servants, agents,
employees and contractors harmless from any loss, damage, claim of
damage, liability or expense to or for my person or property at law or
in equity, whether based on contract, tort, negligence or otherwise,
arising directly or indirectly out of or in connection with the
condition of the Premises, the use or misuse thereof by Tenant or my
other person, the acts or omissions of Tenant, its licensees, servants,
agents, employees or contractors, the failure of Tenant to comply with
the Rules and Regulations or with any other provision of this Lease on
the part of Tenant to be performed, or any event on the Premises
whatever the cause.
10.03 Except for the negligence or intentional acts or omissions of Landlord,
its agents, contractors or employees, all property kept, stored or
maintained by Tenant in and about the Premises will be kept, stored or
maintained at the sole risk of Tenant and Landlord will not be
responsible for any property entrusted to employees of Landlord.
10.04 Except for the negligence or intentional acts or omissions of Tenant,
its agents, contractors, guests, invitees or employees. Landlord, at its
expense, will defend, indemnify and save Tenant, its licensees,
servants, agents, employees, directors, officers and contractors
harmless from any loss, damage, claim of damage, liability or expense to
or for any person or property, at law or in equity, and whether based on
contract, tort, negligence of otherwise (collectively, "Claims"),
arising out of or in connection with the (i) condition of the Building
or the Real Estate, (ii) any repairs made by Landlord or on behalf of
Landlord in the Premises or the Building or on the Real Estate, or (iii)
Landlord's operation of the Building or the Real Estate (provided,
however, in each case that the Claims are attributable to Landlord's
negligent or intentional acts or omissions) or arising out of any
default by Landlord hereunder,
SECTION 11: INSURANCE
11.01 Tenant, during the entire Term, will keep in full force and effect
comprehensive general liability insurance with respect to the Premises,
with contractual liability endorsement, in which the limits of liability
are not less than the mounts set forth in Paragraph F of the Summary,
and with a company or companies having not less than an "A" rating by
A.M.
7
Best Company. Landlord will be named as an additional insured under all
such insurance policies (which shall contain cross-liability
endorsements) and a current certificate evidencing such coverage and any
renewals thereof will be furnished to Landlord once a year. If Tenant
fails to keep such insurance in force, Landlord, at Tenant's reasonable
expense, may secure such insurance and the premium will be paid by
Tenant within ten (10) days after receipt of an invoice therefor.
11.02 Tenant shall provide and keep in force throughout the Term commercial
general liability insurance with respect to Tenant's operation of the
Building and the Real Estate, for bodily injury or death and for damage
to property of others, with policy limits of not less than those
required to be maintained by Tenant hereunder. Tenant shall also during
the Term provide and keep in force so called "all risk" fire insurance
(including the standard extended coverage endorsement for perils and
leakage from fire protective devices) in respect of the Building and to
the extent of its full replacement value, as reasonably estimated by
Tenant or required by its mortgagee from time to time. Tenant may
procure such other insurance as it shall deem desirable or its mortgagee
shall require, Insurance effected by Tenant shall be subject to such
deductibles and exclusions as Tenant shall determine to be reasonable,
but not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00).
Tenant shall maintain the foregoing insurance coverages with a company
or companies having not less than a "A" rating by A.M. Best Company.
Landlord shall be named as an additional insured on all of Tenant's
commercial general liability policies (which shall contain
cross-liability endorsements) and a current certificate evidencing such
coverage and any renewals thereof shall be furnished to Landlord at
least once a year. Tenant's commercial liability insurance shall contain
contractual liability coverage. In the event Tenant fails to provide a
current certificate evidencing the coverage required herein, Landlord
shall be entitled, at Tenant's sale cost and expense, to procure such
insurance and to continue carrying such insurance until such time as
Tenant provides satisfactory evidence that it has complied with the
insurance requirements hereof.
SECTION 12: DAMAGE
12.01 INSURED LOSS shall herein mean damage or destruction which was caused by
an event required to be covered by the insurance described in Section
11.
12.02 In the event the Building is damaged or destroyed to the extent of less
than fifty percent (50%) of the replacement value thereof, Landlord, at
its sole cost and expense, unless it elects to terminate this Lease
pursuant to this Section 12, will proceed with reasonable speed to
repair the Premises or the Building, as the case may be (i) to a
condition substantially equal to the condition of the Premises or the
Building existing immediately prior to such damage or destruction, (ii)
pursuant to all applicable requirements of law and duly constituted
governmental authority, and (iii) in the case of the Premises, in
accordance with specifications, working plans and drawings prepared by
Landlord, at its sole cost and expense, and approved in advance by
Tenant, which appeal shall not be unreasonably withheld or delayed. The
building insurance proceeds under the policies maintained by Tenant
shall be applied toward the cost of all repairs and restoration Landlord
is required to make under this Section 12.02 and such repairs and
restoration proceeds shall be available to the Landlord to facilitate
such repairs and restoration of the Premises Tenant shall reimburse
Landlord for any amounts not covered by the insurance proceeds.
In the event the Building is damaged or destroyed to the extent of more
than fifty percent (50%) of the replacement value thereof, Landlord will
have the right to elect to demolish, rebuild or reconstruct the
Building if it is damaged by fire or other casualty and, if Landlord so
elects, whether or not the Premises have been damaged, this Lease may be
terminated by Landlord upon written notice to the Tenant and the rent
will be adjusted to the date of the fire or other casualty. In the event
of the Building is damaged or destroyed to the extent of more than fifty
percent (50%) of the replacement value thereof. Tenant shall have the
right to terminate the Lease, by written notice, and the rent will be
adjusted to the date of the fire or other casualty.
If such damage makes the Premises untenantable and was not caused by any
act, neglect or default of Tenant, its servants, agents, employees,
visitors or licensees, there will be an
8
equitable abatement of rent for the period during which and to the
extent that the Premises are untenantable and until Landlord fully
repairs and restores the Premises and the Building to a condition
substantially equal to the condition thereof which existed immediately
prior to that fire or other casualty (or to the condition otherwise
approved by Tenant). If repair of the Premises is delayed by Tenant's
failure to adjust its own insurance claim, there will be no abatement of
rent for the period of such delay. Notwithstanding anything to the
contrary contained herein, in the event Landlord has not completed the
repairs and restoration of the Premises and/or the Building within eight
(8) months after the date such damage and such delay is not the result
of Tenant's failure to provide the necessary insurance proceeds to
repair such damage or destruction, then Tenant, at its option, may
cancel and terminate this Lease upon ten (10) days written notice to
Landlord. Further, if the Building shall be damaged or destroyed to the
extent of more than thirty-five percent (35%) of the replacement cost
thereof within twenty-four (24) months of the expiration of the Term
of this Lease, is the same may have been extended, either Landlord
or Tenant shall have the right to terminate this Lease as of the date of
such damage or destruction by giving written notice to the other party
within thirty (30) days following such damage or destruction unless
Tenant, within thirty (30) days following the receipt of such notice
from Landlord shall exercise an option to extend the Term of this Lease
pursuant to Section 2 hereof. If this Lease is terminated pursuant to
this Section 12, Landlord and Tenant shall each be released from its
respective liability and obligations hereunder accruing from and after
the date of such damage or destruction.
SECTION 13:ALTERATIONS
13.01 Tenant will not alter, add to or improve the Premises without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld or delayed so long as the proposed alteration,
addition or improvement does not involve modifications of any structural
elements of the Premises. All alterations, additions, improvements and
related work performed by Tenant (or pursuant to its authority) shall be
performed in accordance with all applicable laws, rules, regulations and
ordinances and between such hours and by such contractors and mechanics
as may be approved by Landlord. All alterations, additions, improvements
and replacements made or provided by either party on the Premises,
except movable furniture, trade fixtures and other personal property
provided at Tenant's expense, will be the property of Landlord and will
remain on and be surrendered with the Premises upon termination, without
damage. Tenant will keep the Premises free of liens of any sort in
connection with work done on the Premises by Tenant (or pursuant to its
authority). Notwithstanding anything to the contrary contained in this
Section 13, Tenant shall be permitted to make interior, non-structural
alterations, additions or improvements to the Premises, other than those
pertaining to the HVAC or plumbing systems, without obtaining
Landlord's consent therefor, provided the cost of any such alterations,
additions or improvements shall not exceed Fifty Thousand Dollars
($50,000.00) during any Lease Year during the Term hereof.
SECTION 14: CARE OF PREMISES
14.01 Except as otherwise provided in this Lease, Tenant, during the Term of
this Lease, including any extension thereof, shall properly maintain and
make all necessary repairs and replacements to (i) the entire Building
and Premises, including the windows, doors, roof, outer walls and
structural portions thereof, (ii) the electrical, plumbing, heating,
ventilating and cooling and other mechanical systems whether located
inside or outside the Building, and whether serving the Premises or the
common areas of the Building and (iii) the common areas on or about the
Real Estate and/or Building, including all of the parking areas on or
about the Real Estate. Tenant shall be responsible for all repairs and
maintenance to the Real Estate and Building whether as a result of
ordinary wear and tear or resulting from fire unless provided otherwise,
casualty or acts of God.
Tenant agrees, during the Tern hereof, to operate, manage and maintain
in good operating condition and repair, clean and free from rubbish,
debris, dirt, snow and ice, adequately drained in a safe sanitary
condition, all of the common area lighting facilities, landscaping,
parking and other common areas on or about the Real Estate.
9
14.02 It is intended by the parties hereto that Landlord shall have no
obligation, in any manner whatsoever, to repair and maintain the
Premises nor the building located thereon nor the equipment therein,
whether structural or non structural, all of which obligations are
intended to be that of Tenant under Section 14 hereof.
Except as otherwise provided in this Lease, Tenant, at its sole expense,
will keep the Premises, including, without limitation, all Tenant's
personal property, fixtures and equipment, at all times in good,
sanitary and safe condition and repair in accordance with the laws of
the State of Michigan and in accordance with all directions, rules and
regulations of the health officer, fire marshal, building inspector or
other proper officers of the governmental agencies having jurisdiction,
and Tenant will comply with all requirements of law, ordinance or
otherwise affecting the Premises. Tenant, at its expense, will repair
(or replace as needed) all damage to the Premises, the Building, the
common areas of the Building or its fixtures and equipment, caused by
the act, neglect or default of Tenant, its servants, agents, employees,
visitors or licensees. If Tenant fails to make such repairs and/or
replacements, if any, and provided Landlord gives Tenant ten (10) days
prior written notice of any such repairs and provided further that
Landlord in the performance army such repairs does not unreasonably
interfere with the conduct of Tenant's business, Landlord may do so and
the sole cost will be paid by Tenant to Landlord within thirty (30) days
after receipt of Landlord's detailed invoice. Tenant will permit no
waste or nuisance upon or damage or injury to the Premises or utilities
supplied thereto.
SECTION 15: USE OF PREMISES
15.01 The Premises will be used for the purpose described in Paragraph G of
the Summary and for no other or added purposes without the prior
written approval of Landlord. In no event may Tenant use or permit the
use of any part of the Premises, any laws, ordinances, rules or
regulations of any municipal, county, state or federal body, including,
without limitation the Americans with Disabilities Act. Tenant will not
conduct its business in any manner prohibited by any code or principles
of that business and in no event in any manner prohibited by law. Tenant
shall not place a load upon any door of the Premises exceeding the floor
load per square foot which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to reasonably prescribe the
weight and position of all equipment, furniture, file cabinets and other
heavy objects, which must be placed and maintained by Tenant at Tenant's
expense, in settings sufficient in Landlord's reasonable judgment to
absorb and prevent vibration, noise and annoyance.
SECTION 16: ACCESS TO PREMISES
16.01 Upon reasonable prior written notice to Tenant (except in the event of
an emergency, and then at any time), Tenant will permit Landlord and its
agents access to the Premises during all normal business hours for the
purpose of examining the Premises, maintaining existing pipes and
conduits in and through the Premises and making any repairs, alterations
or additions which Landlord may deem necessary for the safety,
preservation on improvement of the Premises or the Building. Landlord
will be allowed to take all material into the Premises that may be
reasonably required for such work and to perform such acts without the
same constituting an eviction of Tenant in whole or in part, provided
Landlord shall not unreasonably interfere with the conduct of Tenant's
business. The rent will not abate while the repairs, alterations,
improvements or additions are being made unless any such repairs (i)
extend over a period of more than three (3) consecutive business days;
and (ii) preclude Tenant from conducting its business in a commercially
reasonable manner within the Premises for a period of more than three
(3) consecutive business days, in which case fifty percent (50%) of the
Base Rent shall be abated in proportion to the percentage of the
Premises that cannot be used for Tenant's business in a commercially
reasonable manner. Said rent abatement shall he for that period beyond
three (3) consecutive business days during which Tenant is precluded
from using the applicable portion of the Premises for Tenant's business
in a commercially reasonable manner as a result of any repairs,
alterations, improvements or additions being made by Landlord.
Notwithstanding anything contained herein to the contrary, in no event
shall rent abate if repairs or replacements to the Premises or any other
portion of the Building are necessitated by Tenant's negligence or
breach of this Lease.
10
SECTION 17: EMINENT DOMAIN
17.01 If any part of the Premises or more than twenty-five percent (25%) of
the parking areas are taken by any public authority under power of
eminent domain or by private sale or conveyance in lieu of eminent
domain, this Lease will terminate as of the date of such taking or sale
and Tenant may receive a pro rata refund of any rent paid in advance.
Landlord reserves the right, however, to elect to demolish, rebuild or
reconstruct (the Building if any portion of the Building is so taken, or
to cease operation of the Building if such material part of the parking
for the Building is taken that Landlord determines, in its discretion,
that it would he uneconomic to continue operation of the Building; and,
if Landlord so elects, whether or not the Premises are involved in the
taking, this Lease may be terminated by Landlord on written notice to
Tenant and the rent will be adjusted to the date Tenant's possession of
the Premises is terminated. All damages awarded for the taking will
belong to and be the property of Landlord regardless of the basis on
which they are awarded, but Landlord will not be entitled to any portion
of the award made to Tenant for removal and installation of fixtures or
moving expenses and loss of business.
SECTION 18: ASSIGNMENT OR SUBLETTING
18.01 Tenant agrees not to assign or in any manner transfer this Lease or any
interest in this Lease without the previous written consent of Landlord,
and not to sublet the Premises or any part of the Premises or allow
anyone to use or to come in with, through or under it without like
consent. In no event may Tenant assign or otherwise transfer this Lease
or any interest in this Lease at any time while in default thereunder.
One such consent will not be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by any other person. Tenant
may, however, assign this Lease to a corporation with which it may
merge or consolidate, to any parent or subsidiary of Tenant or
subsidiary of Tenant's parent, or to a purchaser of substantially all of
Tenant's assets if the assignee executes an agreement required by
Landlord assuming Tenant's obligations. The acceptance of rent from an
assignee, subtenant or occupant will not constitute a release of Tenant
from the further performance of the obligations of Tenant contained in
this Lease.
SECTION 19: SURRENDER
19.01 At the expiration (or earlier termination) of the Term, Tenant shall
surrender the Premises broom clean and in as good condition and repair
as they were at the lime Tenant took possession, reasonable wear and
tear and casualty excepted, and promptly upon surrender will deliver all
keys and Building security cards for the Premises to Landlord at the
place then fixed for payment of rent. Any reasonable costs and expenses
incurred by Landlord in connection with repairing any damage to the
Premises occasioned by the removal of Tenant's personal property
therefrom, together with the reasonable costs, if any, of removing from
the Premises any personal property of Tenant left therein, shall be
invoiced to Tenant and shall be payable within thirty (30) days after
receipt of Landlord's detailed invoice.
SECTION 20:
REMOVAL OF TENANT'S PROPERTY UPON EXPIRATION OR TERMINATION
20.01 If Tenant fails to remove all its personal property (or property of
others in its possession) from the Premises within three (3) days
following the expiration or termination of this Lease (for any cause) or
as reasonably extended, Landlord, at its option, may remove the property
in any reasonable manner that it chooses and may store the property
without liability to Tenant. Tenant agrees to pay Landlord, in
accordance with Section 19 hereof, any and all reasonable expenses
incurred in such removal, including court costs, attorneys' fees and
storage charges on the property for any length of time it is in
Landlord's possession. Under no circumstances will Landlord be obligated
to retain any property left on the Premises or in Landlord's possession
for more than three (3) days following the expiration or earlier
termination of this Lease or as reasonably extended and Landlord may
dispose of the property in any manner it deems necessary, including
public or private sale or by destruction, discard or abandonment, and
the proceeds of any such sale will be applied against any sums due
Landlord under this Lease.
11
SECTION 21
21.01 (INTENTIONALLY OMITTED]
SECTION 22: HOLDING OVER
22.01 If Tenant remains in possession of the Premises after the expiration of
this Lease without executing a new lease, it will be deemed to be
occupying the Premises as a tenant from month to month, subject to all
the provisions of this Lease to the extent that they can be applicable
to a month-to-month tenancy, except that the Base Rent for each month
will be one hundred fifty percent (150%) of the regular monthly
installments of Base Rent last in effect as shown in Paragraph C of the
Summary. Nothing herein shall be construed or deemed to constitute a
consent by Landlord to Tenant holding over, nor a waiver by Landlord of
its rights to remove or evict Tenant by reason of the expiration of the
Term.
SECTION 23: SUBORDINATION; ESTOPPEL CERTIFICATES
23.01 Tenant agrees that Landlord may choose to make this Lease subordinate or
paramount to any construction loans, mortgages, trust deeds and ground
or underlying leases now or hereafter affecting the Premises and to any
and all advances to be made thereunder, and to the interest and charges
thereon, and all renewals, replacements and extensions thereon, provided
the mortgagee, lessor or trustee named in any such mortgages, trust
deeds or leases agrees to recognize this Lease and Tenant's rights
hereunder in the event of foreclosure if Tenant is not in default.
Tenant will execute promptly any instrument or certificate that Landlord
may request to confirm such subordination, provided any such instrument
or certificate is in a form and substance reasonably acceptable to
Tenant. Within thirty (30) days following the date hereof, Landlord
shall furnish Tenant with a subordination and non-disturbance agreement,
executed by the mortgagee under any mortgage covering the Building and
Real Estate, which shall be in a form and substance reasonably
acceptable to Tenant.
23.02 Either Tenant or Landlord, within fifteen (15) days after reasonable
request by the other party, will execute and deliver to Tenant or
Landlord an estoppel certificate identifying the Commencement Date and
expiration date of the Term and stating that this Lease is unmodified
and in full force and effect or is in full force and effect as modified,
stating the modifications and stating that Tenant or Landlord does not
claim that the other party is in default in any way or listing any such
claimed defaults. The certificate also will confirm the amount of
monthly Base Rent as of the date of the certificate, the date to which
the rent has been paid in advance and the amount of any security
deposit or prepaid rent.
SECTION 24: QUIET ENJOYMENT
24.01 Landlord agrees that Tenant may peaceably and quietly enjoy the
Premises, subject to the terms, provisions, covenants, agreements,
stipulations, rules and conditions of this Lease, without disturbance or
hindrance by any person holding under or through Landlord, if Tenant
pays the Base Rent and observes and performs all the provisions of this
Lease and the Rules and Regulations.
SECTION 25: NO REPRESENTATIONS BY LANDLORD
25.01 Except as expressly stated in this Lease, Landlord makes no
representations with respect to the Premises or the Building and, by
taking possession of the Premises, Tenant will be deemed to have
accepted the Premises and the Building in the condition then existing.
25.02 Tenant shall not keep any toxic or hazardous substances (as such terms
are defined under applicable law) in the Premises, or the Building or on
the Real Estate, provided the terms "toxic" and "hazardous substances"
shall not be deemed to include items customarily kept in buildings of
the type and kind in which Tenant operates, unless the maintenance of
such items in the Premises or the Building or on the Real Estate would
be prohibited by applicable law. If, however, any such items kept in the
Premises, Building, or on the Real Estate result in the contamination
thereof, Tenant shall take all reasonable actions, at its sole cost and
expense, to return the Premises, the Building, or the Real Estate to the
12
condition existing prior to the introduction of those items therein.
Tenant agrees to indemnify, defend and hold Landlord and its agents and
employees harmless from any claims, judgments, damages, penalties,
fines, liabilities (including sums paid in settlement of claims) or
reasonable costs, including attorneys fees, which arise prior to, during
or after the Term of this Lease, including any extension thereof, from
or in connection with the presence or suspected presence of toxic or
hazardous substances in the soil, ground water or soil vapor on or under
the Real Estate, the Building, or the Premises as a result of the acts
of Tenant, its agents, contractors or employees, unless such toxic or
hazardous substances are present as a result of the negligence, or
willful act or omission of Landlord, its agents, contractors, guests,
invitees or employees. Tenant's obligation to indemnify Landlord under
this Section 25.02 shall survive the expiration or earlier termination
of this Lease.
SECTION 26: LANDLORD'S RIGHT TO CURE DEFAULTS
26.01 Subject to, and except as otherwise provided under the other terms and
conditions of this Lease, if Tenant defaults in the performance of any
provision of this Lease, Landlord will have the right to cure such
default for the account of Tenant upon ten (10) days prior written
notice to Tenant, and Tenant, within thirty (30) days after being
billed, will reimburse Landlord for any reasonable expenditure made by
Landlord in order to cure such default, together with interest as
provided in Section 6 if the reimbursement is not made when due.
SECTION 27: WAIVER OF SUBROGATION
27.01 Landlord and Tenant hereby waive any and all right of recovery against
each other for any loss or damage caused by fire or any other casualty
covered by the fire and extended property insurance coverage, vandalism
and malicious mischief insurance policies carried (pursuant to the terms
hereof) by Landlord with respect to the Building and carried by Tenant
with respect to Tenant's fixtures and the contents of the Premises.
SECTION 28: BILLS AND NOTICES
28.01 Bills, statements, notices or communications which Landlord may desire
or be required to give to Tenant will be deemed sufficiently given or
rendered only if in writing, sent by registered, certified or first
class mail (with respect to bills only), postage prepaid, addressed to
Tenant at the address set forth on the cover page of this Lease or at
such other address as Tenant designates by written notice, and the time
of the rendition of a bill or statement and of the giving of a notice or
communication will be deemed to be the time when received by Tenant. Any
notice by Tenant to Landlord must be served by registered or certified,
postage prepaid, addressed to Landlord at the address set forth on the
cover page of this Lease or at such other address as Landlord
designates by written notice. Rejection or refusal to accept or the
inability to deliver because of a changed address of which no notice was
given shall be deemed to be receipt of the notice, demand, request or
other instrument.
SECTION 29
29.01 [INTENTIONALLY OMITTED]
SECTION 30
30.01 [INTENTIONALLY OMITTED]
SECTION 31
31.01 [INTENTIONALLY OMITTED]
SECTION 32
32.01 [INTENTIONALLY OMITTED]
13
SECTION 33
33.01 (INTENTIONALLY OMITTED]
SECTION 34
34.01 (INTENTIONALLY OMITTED]
SECTION 35: GENERAL
35.01 Many references in this Lease to persons, entities and items have been
generalized for ease of reading. Therefore, references to a single
person, entity or item will also mean more than one person, entity or
thing whenever such usage is appropriate (for example, "TENANT" may
include, if appropriate, a group of persons acting as a single entity or
as tenants-in-common). Similarly, pronouns of any gender should be
considered interchangeable with pronouns of other genders.
35.02 All agreements and obligations of Tenant under this Lease are joint and
several in nature. Any waiver or waivers by either party of any of the
provisions of this Lease will not constitute a waiver of any later breach
of that provision, and any consent or approval given by either party with
respect to any act, neglect or default by the other party will not waive
or make unnecessary waiving party's consent or approval with respect to
any later similar act, neglect or default by the other party.
35.03 Topical headings appearing in this Lease are for convenience only. They
do not define, limit or construe the contents of any paragraphs or
clauses.
35.04 This Lease can be modified or amended only by a written agreement signed
by Landlord and Tenant.
35.05 All provisions of this Lease are and will be binding on the heirs,
executors, administrators, personal representatives, successors and
permitted assigns of Landlord and Tenant.
35.06 The laws of the State of Michigan will control in the construction and
enforcement of this Lease.
35.07 Whenever the approval or consent of either party is required hereunder,
such approval or consent shall not be unreasonably delayed, withheld or
conditioned.
35.08 In the event that either party shall be delayed or hindered in or
prevented from the performance of any act (other than the payment of Base
Rent or Operating Costs under the terms of this Lease) by reason of
riots, strikes, labor troubles, inability to produce materials or other
reason not the fault of the party delayed in performing the work or
performing the acts required under the terms of this Lease, including
delays caused by the acts of the other party, performance of such acts
shall be excused for the period of delay and the period for the
performance of any such acts shall be extended for a period equivalent to
the period of such delay.
SECTION 36: ENTIRE AGREEMENT
36.01 This Lease and the Exhibit attached hereto and forming a part hereof set
forth all of the covenants, agreements, stipulations, promises,
conditions and understandings between Landlord and Tenant concerning the
Premises and the Building and there are no covenants, agreements,
stipulations, promises, conditions or understandings, either oral or
written, between them other than herein set forth.
14
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and
year first above written.
WITNESSES: LANDLORD:
HARPER PROPERTIES OF CLINTON TWP.
LIMITED PARTNERSHIP, a Michigan partnership
By:
- ------------------------------- -------------------------------------
Name:
-------------------------------------
Its:
- ------------------------------- -------------------------------------
TENANT:
VENTURE INDUSTRIES CORPORATION, a Michigan
corporation
/s/ By: /s/ James E. Burton
---------------------------- ------------------------------------
Name: James E. Burton
------------------------------------
/s/ Its: EVP
---------------------------- ------------------------------------
EXHIBIT "A"
LEGAL DESCRIPTION OF PREMISES
Land in the Township of Clinton, County of Macomb, State of Michigan, described
as:
Lots 4, 5, 6, 7, 8, 9 and 10, except portions thereof taken for the I-94
Expressway, and vacated Louise (Rinas) Street in Supervisor's Plat No. 1,
part of the Northeast 1/4 of Section 35, Town 2 North, Range 13 East,
Clinton Township, Macomb County, Michigan, according to the plat thereof as
recorded in Liber 14 of Plats, page 23, Macomb County Records, and being
more particularly described as: Beginning at the Southeasterly corner of
said Lot 4; thence North 59 degrees 14 minutes 37 seconds West 510.73 to
the Southwesterly corner of said Lot 4; thence North 07 degrees 37 minutes
37 seconds West along the Westerly line of said Supervisor's Plat No. 1,
distance of 256.24 feet to a point on the I-94 Expressway right-of-way;
thence along said right-of-way the following courses and distances North 39
degrees 39 minutes 48 seconds East 196.04 feet and North 49 degrees 03
minutes 43 seconds East 239.01 feet and North 49 degrees 03 minutes 43
seconds East 239.0l feet and North 61 degrees 04 minutes 48 seconds East,
211.49 feet and North 72 degrees 24 minutes 48 seconds East, 211.49 feet
and North 88 degrees 44 minutes 57 seconds East, 149.02 feet and South 69
degrees 54 minutes 46 seconds East, 149.02 feet and South 59 degrees 14
minutes 37 seconds East, 17.25 feet to a point on the right-of-way of
Harper Avenue (as widened 1/2 equals 60 feet wide); thence along said
right-of-way South 30 degrees 45 minutes 23 seconds West, 252.66 feet;
thence North 88 degrees 27 minutes 53 seconds East, 31.94 feet to a point
on the platted right-of-way of said Harper Avenue (1/2 equals 33 feet
wide); thence along said right-of-way South 30 degrees 45 minutes 23
seconds West 833.0 feet to the point of beginning.
Commonly known as: 34501 Harper Avenue, Clinton Township, Michigan
Tax Parcel Identification Numbers: 11-35-252-008, 11-35-252-009, and
11-35-252-010.
16
EXECUTION COPY
EXHIBIT I
MASONIC LEASE
EX-11
LEASE AGREEMENT
THIS LEASE is made between the following parties:
LANDLORD: VENTURE REAL ESTATE ACQUISITION COMPANY, a Michigan corporation, whose
address is 33662 James J. Pompo Drive, Fraser, Michigan 48026.
TENANT: VENTURE INDUSTRIES CORPORATION, a Michigan corporation, whose address
is 33662 James J. Pompo Drive, Fraser, Michigan 48026.
SUMMARY OF LEASE TERMS.
The following summary (the "Summary") is intended to summarize the pertinent
terms of this Lease and is not intended to he exhaustive. In the event anything
set forth in this Summary conflicts with the other specific provisions of this
Lease, the specific provisions of the Lease shall be deemed to control in the
absence of expressed contrary intent.
A. THE PREMISES.
Approximately 178,000 square feet of space located in the City of Fraser,
County of Macomb, State of Michigan commonly known as 17085 Masonic,
Fraser, Michigan as more particularly described in EXHIBIT "A".
B. THE TERM.
TARGET COMMENCEMENT DATE: Subject to the provisions of Section 2 of this
lease.
EXPIRATION DATE: The lease shall expire ten (10) years from the
Commencement Date, subject to Tenant's option to extend the Term (as
hereinafter defined) and Tenant's option to terminate this Lease, in each
case, pursuant to Section 2.01 of this Lease.
C. RENT. BASE RENT: Tenant shall pay Ease Rent in equal monthly installments
as set in Section 3.01.
D. TENANT'S PROPORTIONATE SHARE ............................100%
E. [INTENTIONALLY OMITTED]
F. LIMITS OF INSURANCE.
1. If dual limits: Bodily Injury: $1,000,000 per person
$2,000,000 per
occurrence
Property Damage: $2,000,000 per
occurrence
2. If single limit: $2,000,000
G. THE USE.
1. General Industrial use and incidental and ordinary related
uses.
STANDARD COVENANTS, TERMS AND CONDITIONS
SECTION I: PREMISES AND TENANT IMPROVEMENTS
1.01 In consideration of the rent to be paid and the covenants and agreements
to be performed hereunder, Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the premises described in paragraph A of the
Summary (the "Premises"), located in the building, commonly known as
17085 Masonic, Fraser, Michigan 48026 (the "Building") and the
nonexclusive use of the other common areas in or appurtenant to the
Building and located on the Real Estate (as hereinafter defined).
SECTION 2: TERM; OPTION(S) TO EXTEND AND TERMINATE
2.01 TERM. The "TERM" shall commence (the "COMMENCEMENT DATE") upon release of
this Lease to the Tenant pursuant to and in accordance with the terms of
the Escrow Agreement among Larry J. Winget and Venture Holdings Company
LLC and First American Title Insurance Company, dated September 22, 2003.
The Lease shall not be enforceable until approval is received by the
United States Bankruptcy Court.
The Term will expire on the Expiration Date shown in Paragraph B of the
Summary, subject to Tenant's option(s) to extend the Term pursuant to
this Section 2.01.
OPTION TO EXTEND. Provided the Tenant is not then in default under this
Lease, the Tenant shall have the option to extend the Term of this Lease
for two (2) additional periods of five (5) years each (each, an "OPTION
PERIOD"). Tenant shall exercise each said option by giving the Landlord
written notice of such election not less than one hundred and eighty
(180) days prior to the expiration of the then existing term. All terms
and conditions of this Lease shall remain the same, except that the Base
Rent for each five (5) year Option Period shall be determined either by
(i) the agreement of Landlord and Tenant as to fair market value rent or
(ii) determination of an independent appraiser mutually selected by
Landlord and Tenant, as to fair market value rent based on similar
facilities, locations, business operations, and taking into account the
leasehold improvements actually paid for by the Landlord thereunder to
the extent not reimbursed by the Tenant.
However, notwithstanding anything to the contrary contained herein or in
the Lease, the amount of Base Rent due under the Lease shall never
decrease below the Base Rent charged during the proceeding year of the
Lease or the Base Rent charged during the first year of the Lease,
whichever is greater.
In making any calculations hereunder, no effect shall he given to
existing rent concessions, abatements, or tenant improvement allowances
(if any).
SECTION 3: BASE RENT
3.01 Tenant shall pay to Landlord Base Rent in monthly installments during the
Term. The initial Base Rent shall be the fair market value rent as
determined pursuant to that certain Contribution Agreement between Larry
J. Winget and The Larry J. Winget Living Trust, the Other Transferors
named therein, and Venture Holding Company, LLC dated September 22, 2003,
(the "Contribution Agreement") provided, however, that if the Term
commences pursuant to Section 2.01 prior to a determination of fair
market rent value rent under the Contribution Agreement then the rent
shall be determined either by (i) the agreement of the Landlord and the
Tenant as to the fair market value rent or (ii) the determination of an
independent appraiser mutually selected by the Landlord and the Tenant,
as to the fair market value rent based on similar facilities, locations,
business operations, and taking into account the leasehold improvements
actually paid for by the Landlord thereunder to the extent not
reimbursed by the Tenant. During each Option Period, Base Rent shall be
determined in the manner described in Section 2.01.
3.02 Each monthly installment of rent will be paid in advance in the manner
set forth in Section 5 hereof. The first installment shall be due and
payable on the Commencement
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Date and each succeeding installment shall be due and payable on the
first day of each and every month thereafter (the "RENT DAYS") during the
Term and any extension thereof at the office of the Landlord at the
address shown on the cover page of this Lease or at such other place as
Landlord may designate from time to time in writing. The Base Rent and
Operating Costs, subject to Section 4.01(ii), for a partial calendar
month, if any, at the beginning of the Term shall be prorated on a daily
basis (based on the actual number of days in the applicable calendar
month) and shall be payable on the Commencement Date.
SECTION 4: OPERATING COSTS
4.01 DEFINITIONS
(i) "REAL ESTATE TAXES" means real estate taxes and assessments,
general and special, assessed and levied upon the Building and the
Real Estate. The "BUILDING" means the Building of which the
Premises are a part and "REAL ESTATE" means the land on which the
Building is situated and, as and to the extent designated by
Landlord, the parking areas, walks, drives, plazas, landscaped
areas and other common areas located on the Real Estate and serving
the Building. For purposes of calculating Real Estate Taxes
hereunder, Landlord may take the benefit of the provisions of any
statute or ordinance permitting any assessment to be paid over a
period of time and the installments of such assessment which would
become due and payable by virtue of such provisions during the Term
of this Lease or any extension hereof, together with any interest
thereon, will be included in the calculation of Real Estate Taxes.
In the event that the United States or the city, county, state or
other political subdivision of any governmental authority having
jurisdiction imposes a tax, assessment or surcharge of any kind or
nature upon, against, measured by or with respect to the rentals
payable by the tenants of the Building or on the income of Landlord
derived from the Building (expressly excluding any portion of
Landlord's Michigan Single Business Tax), or with respect to
Landlord's ownership of the Building and the Real Estate either by
way of substitution for all or any part of the taxes and
assessments levied or assessed against the Building and the Real
Estate, or, in addition thereto (but not including federal, state
or local income taxes unless levied by way of substitution), such
tax, assessment or surcharge will be deemed a Real Estate Tax for
purposes of this Section. In no event shall the Real Estate Taxes
include any penalty or interest charge which may be due by virtue
of Landlord's late or non-payment thereof. In addition, the term
"Real Estate Taxes" shall not include any taxes measured by the net
income of Landlord, franchise, succession, inheritance or real
estate transfer taxes.
(ii) "OPERATING COSTS" Tenant shall pay as Operating Costs hereinafter
referred to as the "Operating Costs") all operating costs and
impositions for the Building as set forth in this Section. Tenant
shall make all payments of Operating Costs directly to the parties
entitled to receive such payments. Impositions to be paid by Tenant
shall include, collectively, all real estate taxes (subject to
Section 1.02) on the Premises (including without limitation those
levied by special taxing districts), or the use, lease, ownership
or operation thereof, personal property tax on the property covered
by this Lease that is classified by governmental authorities as
personal property, assessments (including all assessments for
public improvements or benefits) water, sewer, gas heat, light,
power, cable television, and any other utility assessment or other
rents and charges, excises, levies, fees and all other governmental
charges of any kind or nature whatsoever, general or special,
foreseen or unforeseen, ordinary or extraordinary, with respect to
the Premises or any part thereof, including all interest and
penalties thereon, which at any time prior to, during or with
respect to the Initial Term may be assessed or imposed on or with
respect to or be a lien upon Landlord or the Premises or any part
thereof or any rent therefrom or any estate, title or interest
therein and any and all community associations, and/or association
charges, fees, dues and assessments, and interest and penalties
thereon. Operating Costs to be paid by Tenant shall include any and
all expenses, costs and disbursements of every kind and nature
whatsoever, which are required to operate, repair, maintain,
replace and rebuild the Premises and every component thereof in
comparable condition as
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it was at the commencement of this Lease and in compliance with
Applicable Laws and in accordance with the requirements of any
insurance carrier providing insurance under this Lease. Operating
Costs shall exclude only the following: (i) any interest on
borrowed money or debt amortization arising by, through, or under
Landlord (except interest incurred after an in connection with a
Default by Tenant); (ii) depreciation on the Building; and (iii)
costs of Landlord's overhead.
SECTION 5: MANNER OF PAYMENT
5.01 The Base Rent, Operating Costs and all other charges payable by Tenant
hereunder will be paid promptly when due, without relief from valuation
laws, notice or demand therefor, and without deduction, abatement,
counterclaim or setoff for any reason whatsoever, except as otherwise
provided herein. All amounts payable by Tenant to Landlord under the
provisions of this Lease will be paid by Tenant in lawful money of the
United States at the place herein provided for notices to Landlord or at
such other place or to such other person as Landlord may from time to
time designate by notice to Tenant.
5.02 In the event the amount of the Real Estate Taxes are not contested by
Landlord, then Tenant, upon written notice to Landlord, shall have the
right to contest the amount of the Taxes at Tenant's sole cost and
expense, by the appropriate proceedings diligently contested in good
faith. Notwithstanding such proceedings, Tenant shall promptly pay and
discharge such Taxes and any penalties or interest assessed thereon,
unless such proceedings and the posting of a bond or other security shall
(a) operate to prevent or stay the collection of the Taxes and secure any
accruing penalties or interest and (b) operate to cure Landlord's default
in the payment of Taxes required under any mortgage upon the Demised
Premises. Landlord agrees to join Tenant in such proceedings,
if necessary, provided Tenant pays all costs and expenses incurred by
Landlord, including actual attorneys' fees.
SECTION 6: DELINQUENT PAYMENTS
6.01 If Tenant neglects or fails to pay within five (5) days after the date it
receives a written notice from Landlord that the same is due and payable,
any Base Rent, Operating Costs or any other amount required to be paid to
Landlord under this Lease, Tenant shall pay to Landlord, in addition to
such unpaid amounts, a late payment charge and interest upon such unpaid
amounts from five (5) days after the due date thereof to the date of
payment at the Applicable Rate as defined in subparagraph (ii) of this
paragraph 6.01.
(i) LATE PAYMENT CHARGES. Tenant acknowledges that late payment by
Tenant to Landlord of Base Rent or any other amount required to
be paid to Landlord under this Lease will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of
which is extremely difficult and impracticable to ascertain.
Such administration costs include, without limitation,
processing and accounting charges and late charges that may be
imposed upon Landlord by virtue of its debt obligations.
Accordingly, if Tenant fails to make any of such payments within
five (5) days after Tenant's receipt of written notice from
Landlord that such payment is due, Tenant shall pay a late
charge (in addition to the interest payable under subparagraph
(ii) below) equal to Two Hundred Fifty Dollars ($250.00). The
panics acknowledge that such late charge represents a fair and
reasonable estimate of the administrative costs Landlord will
incur by reason of late payment by Tenant. Acceptance of such
late charge by Landlord shall in no event constitute a waiver of
Tenant's default with respect to such overdue amount nor prevent
Landlord from exercising any of the other rights and remedies
granted hereunder.
(ii) INTEREST CHARGE; APPLICABLE RATE. If Tenant neglects or fails to
pay, within five (5) days after the date the same is due and
payable, any Base Rent or any other amount required to be paid
to Landlord under this Lease, Tenant will pay an interest charge
on all such unpaid amounts (other than the late payment charge)
at an applicable rate per annum equal to two
4
percent (2%) over the prime interest rate charged by Comerica
Bank of Detroit ("COMERICA PRIME") to its best commercial
customers on the date when the sum becomes due, but not in
excess of the maximum interest rate permitted by law. This
obligation to pay late charges and interest will exist in
addition to and not in lieu of the other default provisions in
this Lease.
(iii) MAXIMUM CHARGE. Notwithstanding the foregoing provisions of this
Section, in no event shall the amounts charged under this
Section exceed the maximum amount which may be lawfully charged
by Landlord under applicable law. In the event the amounts
provided for under this Section shall exceed such lawful charge,
then the amounts payable under this Section shall be reduced to
the maximum amount of such lawful charge,
SECTION 7:
7.01 [INTENTIONALLY OMITTED]
SECTION 8: BREACH; INSOLVENCY; REENTRY
8.01 If any rental payable by Tenant to Landlord remains unpaid for more than
five (5) days after Tenant's receipt of written notice of nonpayment or
if Tenant violates or defaults in the performance of any of its
non-monetary obligations in this Lease (including the Rules and
Regulations) and the non-monetary violation or default continues for a
period of thirty (30) days after Tenant's receipt of written notice, then
Landlord may (but will not be required to) declare this Lease forfeited
and the Term ended, or reenter the Premises, or may exercise all other
remedies available under Michigan law. If any non-monetary default is one
that will reasonably require more than thirty (30) days to correct,
Tenant shall not be deemed to be in default hereof if, after receiving
written notice of nonperformance from Landlord, Tenant has promptly
commenced the curing of such default and is diligently pursuing the same
to completion. Except for the negligence or intentional act or omission
of Landlord, its agents, contractors or employees, Landlord will not be
liable for damages to person or property by reason of any legitimate
reentry or forfeiture. In the event of reentry by Landlord without
declaration of forfeiture, the liability of Tenant for the rent provided
herein will not be relinquished or extinguished for the balance of the
Term. Tenant will pay, in addition to the rental and other sums agreed to
be paid hereunder, reasonable attorneys' fees, costs and expenses in any
suit or action instituted by or involving Landlord to enforce the
provisions of or the collection of the rentals due Landlord under this
Lease, including, subject to applicable law, any proceeding under the
Federal Bankruptcy Code.
8.02 Subject to the provisions set forth in this Section 8.02, if Tenant is
adjudged bankrupt or insolvent, files or consents to the filing of a
petition in bankruptcy under Federal or State law, applies for or
consents to the appointment of a receiver for all or substantially all of
its assets, makes a general assignment for the benefit of its creditors,
fails generally to pay its debts as they become due, or does anything
which under the applicable provisions of the Federal Bankruptcy Code
would permit a petition to be filed by or against Tenant, then Tenant
shall be in default under this Lease and, to the extent from time to time
permitted by applicable law, including but not limited to the Federal
Bankruptcy Code, Landlord shall be entitled to exercise all remedies set
forth in the preceding paragraph in this Section 8. Tenant acknowledges
that its selection to be a tenant of the Building was premised in
material part on Landlord's determination of Tenant's creditworthiness
and ability to perform the economic terms of this Lease and Landlord's
further determination that Tenant and the character of its occupancy and
use of the Premises would be compatible with the nature of the Building
and the other tenants thereof. In the event of an assignment, Landlord
must be assured that the financial condition of the assignee is sound and
that its use of the Premises will be compatible with the Building and its
other tenants. The provisions of this Section 8.02 shall be enforced to
the full extent permitted under the applicable provisions of the Federal
Bankruptcy Code.
8.03 In the event of declaration of forfeiture at or after the time of
reentry, Landlord may release the Premises or any portion(s) of the
Premises for a term or terms and at a rent which may be less than or
exceed the balance of the Term and the rent reserved under this
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Lease. In such event Tenant will pay to Landlord, as liquidated damages
for Tenant's default, any deficiency between the total rent reserved and
the net amount, if any, of the rents collected on account of the lease or
leases of the Premises which otherwise would have constituted the balance
of the Term of this Lease. In computing such liquidated damages, there
will be added to the deficiency any reasonable expenses which Landlord
may incur in connection with re-leasing, such as legal expenses,
attorneys' fees, brokerage fees and expenses, advertising and for keeping
the Premises in good order or for preparing the Premises for re-leasing.
Any such liquidated damages will be paid in monthly installments by
Tenant on the Rent Day and any suit brought to collect the deficiency for
any month will not prejudice Landlord's right to collect the deficiency
for any subsequent month by a similar proceeding.
8.04 Notwithstanding anything to the contrary contained in this Lease,
Landlord and Tenant shall each have the duty and obligation to mitigate,
in every reasonable manner, any and all damages that may or shall be
caused or suffered by virtue of defaults under, or violations of any of
the terms and provisions of, this Lease committed by the other party.
SECTION 9: FACILITIES; UTILITIES; SERVICES
9.01 [INTENTIONALLY OMITTED]
SECTION 10: INJURIES TO PERSONS AND PROPERTY
10.01 Except for the negligence or intentional acts or omissions of Landlord,
its agents, contractors or employees, Landlord will not be liable for
injury to person or property arising out of the acts, omissions or
neglect of any tenant, its servants, agents, employees, invitees,
visitors or licensees, or other occupants of or visitors to the Building
or the Premises, or of any person in or about the Building or the
Premises, or of owners or occupants of or persons on or about surrounding
properties; nor for injury to persons or property arising out of patent
or latent defects, structural or otherwise, in the Building or any
appurtenance thereof, or arising out of the condition or the Building, or
by or from the bursting, stoppage or leaking of or from any pipes or
drains, or from the malfunctioning of any utility, facility or
installation, after the Commencement Date of this Lease.
10.02 Except for the negligence or intentional acts or omissions of Landlord,
its agents, contractors or employees, Tenant, at its expense, will
defend, indemnify and save Landlord, its licensees, servants, agents,
employees and contractors harmless from any loss, damage, claim of
damage, liability or expense to or for any person or property at law or
in equity, whether based on contract, tort, negligence or otherwise,
arising directly or indirectly out of or in connection with the condition
of the Premises, the use or misuse thereof by Tenant or any other person,
the acts or omissions of Tenant, its licensees, servants, agents,
employees or contractors, the failure of Tenant to comply with the Rules
and Regulations or with any other provision of this Lease on the part of
Tenant to be performed, or any event on the Premises whatever the cause.
10.03 Except for the negligence or intentional acts or omissions of Landlord,
its agents, contractors or employees, all property kept, stored or
maintained by Tenant in and about the Premises will be kept, stored or
maintained at the sole risk of Tenant and Landlord will not be
responsible for any property entrusted to employees of Landlord.
10.04 Except for the negligence or intentional acts or omissions of Tenant, its
agents, contractors, guests, invitees or employees, Landlord, at its
expense, will defend, indemnify and save Tenant, its licensees, servants,
agents, employees, directors, officers and contractors harmless from any
loss, damage, claim of damage, liability or expense to or for any person
or property, at law or in equity, and whether based on contract, tort,
negligence of otherwise (collectively, "Claims"), arising out of or in
connection with the (i) condition of the Building or the Real Estate,
(ii) any repairs made by Landlord or on behalf of Landlord in the
Premises or the Building or an the Real Estate, or (iii) Landlord's
operation of the Building or the Real Estate (provided, however, in each
case that the Claims are attributable to Landlord's negligent or
intentional acts or omissions) or arising out of any default by Landlord
hereunder.
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SECTION 11: INSURANCE
11.01 Tenant, during the entire Term, will keep in full force and effect
comprehensive general liability insurance with respect to the Premises,
with contractual liability endorsement, in which the limits of liability
are not less than the amounts set forth in Paragraph F of the Summary,
and with a company or companies having not less than an "A" rating by
A.M. Best Company. Landlord will be named as an additional insured under
all such insurance policies (which shall contain cross-liability
endorsements) and a current certificate evidencing such coverage and any
renewals thereof will be Furnished to Landlord once a year. If Tenant
fails to keep such insurance in force, Landlord, at Tenant's reasonable
expense, may secure such insurance and the premium will be paid by Tenant
within ten (10) days after receipt of an invoice therefor.
11.02 Tenant shall provide and keep in force throughout the Term commercial
general liability insurance with respect to Tenant's operation of the
Building and the Real Estate, for bodily injury or death and for damage
to property of others, with policy limits of not less than those required
to be maintained by Tenant hereunder. Tenant shall also during the Term
provide and keep in force so called "all risk" fire insurance (including
the standard extended coverage endorsement for perils and leakage from
fire protective devices) in respect of the Building and to the extent of
its full replacement value, as reasonably estimated by Tenant or required
by its mortgagee from time to time. Tenant may procure such other
insurance as it shall deem desirable or its mortgagee shall require.
Insurance effected by Tenant shall be subject to such deductibles and
exclusions as Tenant shall determine to be reasonable, but not to exceed
Two Hundred Fifty Thousand Dollars ($250,000.00). Tenant shall maintain
the foregoing insurance coverages with a company or companies having not
less than a "A" rating by A.M. Best Company. Landlord shall be named as
an additional insured on all of Tenant's commercial general liability
policies (which shall contain cross-liability, endorsements) and a
current certificate evidencing such coverage and any renewals thereof
shall be furnished to Landlord at least once a year, Tenant's commercial
liability insurance shall contain contractual liability coverage. In the
event Tenant fails to provide a current certificate evidencing the
coverage required herein, Landlord shall be entitled, at Tenant's sole
cost and expense, to procure such insurance and to continue carrying such
insurance until such time as Tenant provides satisfactory evidence that
it has complied with the insurance requirements hereof.
SECTION 12: DAMAGE
12.01 INSURED LOSS shall herein mean damage or destruction which was caused by
an event required to be covered by the insurance described in Section 11.
12.02 In the event the Building is damaged or destroyed to the extent of less
than fifty percent (50%) of the replacement value thereof, Landlord, at
its sole cost and expense, unless it elects to terminate this Lease
pursuant to this Section 12, will proceed with reasonable speed to repair
the Premises or the Building, as the case may be (i) to a condition
substantially equal to the condition of the Premises or the Building
existing immediately prior to such damage or destruction, (ii) pursuant
to all applicable requirements of law and duly constituted governmental
authority, and (iii) in the case of the Premises, in accordance with
specifications, working plans and drawings prepared by Landlord, at its
sole cost and expense, and approved in advance by Tenant, which appeal
shall not be unreasonably withheld or delayed. The building insurance
proceeds under the policies maintained by Tenant shall be applied toward
the cost of all repairs and restoration Landlord is required to make
under this Section 12.02 and such repairs and restoration proceeds shall
be available to the Landlord to facilitate such repairs and restoration
of the Premises Tenant shall reimburse Landlord for any amounts not
covered by the insurance proceeds.
In the event the Building is damaged or destroyed to the extent of more
than fifty percent (50%) of the replacement value thereof, Landlord will
have the right to elect to demolish, rebuild or reconstruct the Building
if it is damaged by fire or other casualty and, if Landlord so elects,
whether or not the Premises have been damaged, this Lease may be
terminated by Landlord upon written notice to the Tenant and the rent
will be adjusted to the date of the fire or other casualty. In the event
of the Building is damaged or destroyed
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to the extent of more than fifty percent (50%) of the replacement value
thereof, Tenant shall have the right to terminate the Lease, by written
notice, and the rent will be adjusted to the date of the fire or other
casualty.
If such damage makes the Premises untenantable and was not caused by any
act, neglect or default of Tenant, its servants, agents, employees,
visitors or licensees, there will be an equitable abatement of rent for
the period during which and to the extent that the Premises are
untenantable and until Landlord fully repairs and restores the Premises
and the Building to a condition substantially equal to the condition
thereof which existed immediately prior to that fire or other casualty
(or to the condition otherwise approved by Tenant). If repair of the
Premises is delayed by Tenant's failure to adjust its own insurance
claim, there will be no abatement of rent for the period of such delay.
Notwithstanding anything to the contrary contained herein, in the event
Landlord has not completed the repairs and restoration of the Premises
and/or the Building within eight (8) months after the date such damage
and such delay is nod the result of Tenant's failure to provide the
necessary insurance proceeds to repair such damage or destruction, then
Tenant, at its option, may cancel and terminate this Lease upon ten (10)
days written notice to Landlord. Further, if the Building shall be
damaged or destroyed to the extent of more than thirty-five percent (35%)
of the replacement cost thereof within twenty-four (24) months of the
expiration of the Term of this Lease, as the same may have been extended,
either Landlord or Tenant shall have the right to terminate this Lease as
of the date of such damage or destruction by giving written notice to the
other party within thirty (30) days following such damage or destruction,
unless Tenant, within thirty (30) days following the receipt of such
notice from Landlord shall exercise an option to extend the Term of this
Lease pursuant to Section 2 hereof. If this Lease is terminated pursuant
to this Section 12, Landlord and Tenant shall each be released from its
respective liability and obligations hereunder accruing from and after
the date of such damage or destruction.
SECTION 13: ALTERATIONS
13.01 Tenant will not alter, add to or improve the Premises without first
obtaining the written consent of Landlord, which consent shall not be
unreasonably withheld or delayed so long as the proposed alteration,
addition or improvement does not involve modifications of any structural
elements of the Premises. All alterations, additions, improvements and
related work performed by Tenant (or pursuant to its authority) shall be
performed in accordance with all applicable laws, rules, regulations and
ordinances and between such hours and by such contractors and mechanics
as may be approved by Landlord. All alterations, additions, improvements
and replacements made or provided by either party on the Premises, except
movable furniture, trade fixtures and other personal property provided at
Tenant's expense, will be the property of Landlord and will remain on and
be surrendered with the Premises upon termination, without damage. Tenant
will keep the Premises free of liens of any sort in connection with work
done on the Premises by Tenant (or pursuant to its authority).
Notwithstanding anything to the contrary contained in this Section 13,
Tenant shall be permitted to make interior, non-structural alterations,
additions or improvements to the Premises, other than those pertaining to
the HVAC or plumbing -systems, without obtaining Landlord's consent
therefor, provided the cost of any such alterations, additions or
improvements shall not exceed Fifty Thousand Dollars ($50,000.00) during
any Lease Year during the Term hereof.
SECTION 14: CARE OF PREMISES
14.01 Except as otherwise provided in this Lease, Tenant, during the Term of
this Lease, including any extension thereof, shall properly maintain and
make all necessary repairs and replacements to (i) the entire Building
and Premises, including the windows, doors, roof, outer walls and
structural portions thereof, (ii) the electrical, plumbing, heating,
ventilating and cooling and other mechanical systems whether located
inside or outside the Building, and whether serving the Premises or the
common areas of the Building and (iii) the common areas on or about the
Real Estate and/or Building, including all of the parking areas on or
about the Real Estate. Tenant shall be responsible far all repairs and
maintenance to the Real Estate and Building whether as a result of
ordinary wear and tear or resulting from fire unless provided otherwise,
casualty or acts of God.
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Tenant agrees, during the Term hereof, to operate, manage and maintain
in good operating condition and repair, clean and free from rubbish,
debris, dirt, snow and ice, adequately drained in a safe sanitary
condition, all of the common area lighting facilities, landscaping,
parking and other common areas on or about the Real Estate.
14.02 It is intended by the parties hereto that Landlord shall have no
obligation, in any manner whatsoever, to repair and maintain the
Premises nor the building located thereon nor the equipment therein,
whether structural or non structural, all of which obligations are
intended to be that of Tenant under Section 14 hereof.
Except as otherwise provided in this Lease, Tenant, at its sole
expense, will keep the Premises, including, without limitation, all
Tenant's personal property, fixtures and equipment, at all times in
good, sanitary and safe condition and repair in accordance with the laws
of the State of Michigan and in accordance with all directions, rules
and regulations of the health officer, fire marshal, building inspector
or other proper officers of the governmental agencies having
jurisdiction, and Tenant will comply with all requirements of law,
ordinance or otherwise affecting the Premises. Tenant, at its expense,
will repair (or replace as needed) all damage to the Premises, the
Building, the common areas of the Building or its fixtures and
equipment, caused by the act, neglect or default of Tenant, its
servants, agents, employees, visitors or licensees. If Tenant fails to
make such repairs and/or replacements, if any, and provided Landlord
gives Tenant ten (10) days prior written notice of any such repairs and
provided further that Landlord in the performance of any such repairs
does not unreasonably interfere with the conduct of Tenant's business,
Landlord may do so and the sole cost will be paid by Tenant to Landlord
within thirty (30) days after receipt of Landlord's detailed invoice.
Tenant will permit no waste or nuisance upon or damage or injury to the
Premises or utilities supplied thereto.
SECTION 15: USE OF PREMISES
15.01 The Premises will be used for the purpose described in Paragraph G of
the Summary and for no other or added purposes without the prior written
approval of Landlord. In no event may Tenant use or permit the use of
any part of the Premises, any laws, ordinances, rules or regulations of
any municipal, county, state or federal body, including, without
limitation the Americans with Disabilities Act. Tenant will not conduct
its business in any manner prohibited by any code or principles of that
business and in no event in any manner prohibited by law. Tenant shall
not place a load upon any floor of the Premises exceeding the floor load
per square foot which such floor was designed to carry and which is
allowed by law. Landlord reserves the right to reasonably prescribe the
weight and position of all equipment, furniture, file cabinets and other
heavy objects, which must be placed and maintained by Tenant at Tenant's
expense, in settings sufficient in Landlord's reasonable judgment to
absorb and prevent vibration, noise and annoyance.
SECTION 16: ACCESS TO PREMISES
16.01 Upon reasonable prior written notice to Tenant (except in the event of
an emergency, and then at any time), Tenant will permit Landlord and its
agents access to the Premises during all normal business hours for the
purpose of examining the Premises, maintaining existing pipes and
conduits in and through the Premises and making any repairs, alterations
or additions which Landlord may deem necessary for the safety,
preservation or improvement of the Premises or the Building. Landlord
will be allowed to take all material into the Premises that may be
reasonably required for such work and to perform such acts without the
same constituting an eviction of Tenant in whole or in part, provided
Landlord shall not unreasonably interfere with the conduct of Tenant's
business. The rent will not abate while the repairs, alterations,
improvements or additions are being made unless any such repairs (i)
extend over a period of more than three (3) consecutive business days;
and (ii) preclude Tenant from conducting its business in a commercially
reasonable manner within the Premises for a period of more than three
(3) consecutive business days, in which case fifty percent (50%) of the
Base Rent shall be abated in proportion to the percentage of the
Premises that cannot be used for Tenant's business in a commercially
reasonable manner. Said rent abatement shall be for that period beyond
three (3) consecutive business days during which Tenant is precluded
from using the
9
applicable portion of the Premises for Tenant's business in a
commercially reasonable manner as a result of any repairs, alterations,
improvements or additions being made by Landlord. Notwithstanding
anything contained herein to the contrary, in no event shall rent abate
if repairs or replacements to the Premises or any other portion of the
Building are necessitated by Tenant's negligence or breach of this
Lease.
SECTION 17: EMINENT DOMAIN
17.01 If any part of the Premises or more than twenty-five percent (25%) of
the parking areas are taken by any public authority under power of
eminent domain or by private sale or conveyance in lieu of eminent
domain, this Lease will terminate as of the date of such taking or sale
and Tenant may receive a pro rata refund of any rent paid in advance.
Landlord reserves the right, however, to elect to demolish, rebuild or
reconstruct the Building if any portion of the Building is so taken, or
to cease operation of the Building if such material part of the parking
for the Building is taken that Landlord determines, in its discretion,
that it would be uneconomic to continue operation of the Building; and,
if Landlord so elects, whether or not the Premises are involved in the
taking, this Lease may be terminated by Landlord on written notice to
Tenant and the rent will he adjusted to the date Tenant's possession of
the Premises is terminated. All damages awarded for the taking will
belong to and be the property of Landlord regardless of the basis on
which they are awarded, but Landlord will not be entitled to any portion
of the award made to Tenant for removal and installation of fixtures or
moving expenses and loss of business.
SECTION 18: ASSIGNMENT OR SUBLETTING
18.01 Tenant agrees not to assign or in any manner transfer this Lease or any
interest in this Lease without the previous written consent of Landlord,
and not to sublet the Premises or any part of the Premises or allow
anyone to use or to come in with, through or under it without like
consent. In no event may Tenant assign or otherwise transfer this Lease
or any interest in this Lease at any time while in default thereunder.
One such consent will not be deemed to be a consent to any subsequent
assignment, subletting, occupation or use by any other person. Tenant
may, however, assign this Lease to a corporation with which it may merge
or consolidate, to any parent or subsidiary of Tenant or subsidiary of
Tenant's parent, or to a purchaser of substantially all of Tenant's
assets if the assignee executes an agreement required by Landlord
assuming Tenant's obligations. The acceptance of rent from an assignee,
subtenant or occupant will not constitute a release of Tenant from the
further performance of the obligations of Tenant contained in this
Lease.
SECTION 19: SURRENDER
19.01 At the expiration (or earlier termination) of the Term, Tenant shall
surrender the Premises broom clean and in as good condition and repair
as they were at the time Tenant took possession, reasonable wear and
tear and casualty excepted, and promptly upon surrender will deliver all
keys and Building security cards for the Premises to Landlord at the
place then fixed for payment of rent. Any reasonable costs and expenses
incurred by Landlord in connection with repairing any damage to the
Premises occasioned by the removal of Tenant's personal property
therefrom, together with the reasonable costs, if any, of removing from
the Premises any personal property of Tenant left therein, shall be
invoiced to Tenant and shall be payable within thirty (30) days after
receipt of Landlord's detailed invoice.
SECTION 20:
REMOVAL OF TENANT'S PROPERTY UPON EXPIRATION OR TERMINATION
20.01 If Tenant fails to remove all its personal property (or property of
others in its possession) from the Premises within three (3) days
following the expiration or termination of this Lease (for any cause) or
as reasonably extended, Landlord, at its option, may remove the
property in any reasonable manner that it chooses and may store the
property without liability to Tenant. Tenant agrees to pay Landlord, in
accordance with Section 19 hereof, any and all reasonable expenses
incurred in such removal, including court costs, attorneys' fees and
storage charges on the property for any length of time it is in
Landlord's possession. Under no circumstances will Landlord be obligated
to retain any
10
property left on the Premises or in Landlord's possession for more than
three (3) days following the expiration or earlier termination of this
Lease or as reasonably extended and Landlord may dispose of the property
in any manner it deems necessary, including public or private sale or by
destruction, discard or abandonment, and the proceeds of any such sale
will be applied against any sums due Landlord under this Lease.
SECTION 21
21.01 [INTENTIONALLY OMITTED]
SECTION 22: HOLDING OVER
22.01 If Tenant remains in possession of the Premises after the expiration of
this Lease without executing a new lease, it will be deemed to be
occupying the Premises as a tenant from month to month, subject to all
the provisions of this Lease to the extent that they can be applicable
to a month-to-month tenancy, except that the Base Rent for each month
will be one hundred fifty percent (150%) of the regular monthly
installments of Base Rent last in effect as shown in Paragraph C of the
Summary. Nothing herein shall be construed or deemed to constitute a
consent by Landlord to Tenant holding over, nor a waiver by Landlord of
its rights to remove or evict Tenant by reason of the expiration of the
Term.
SECTION 23: SUBORDINATION; ESTOPPEL CERTIFICATES
23.01 Tenant agrees that Landlord may choose to make this Lease subordinate or
paramount to any construction loans, mortgages, trust deeds and ground
or underlying leases now or hereafter affecting the Premises and to any
and all advances to be made thereunder, and to the interest and charges
thereon, and all renewals, replacements and extensions thereon, '
provided the mortgagee, lessor or trustee named in any such mortgages,
trust deeds or leases agrees to recognize this Lease and Tenant's rights
hereunder in the event of foreclosure if Tenant is not in default.
Tenant will execute promptly any instrument or certificate that Landlord
may request to confirm such subordination, provided any such instrument
or certificate is in a form and substance reasonably acceptable to
Tenant. Within thirty (30) days following the date hereof, Landlord
shall furnish Tenant with a subordination and non-disturbance agreement,
executed by the mortgagee under any mortgage covering the Building and
Real Estate, which shall be in a form and substance reasonably
acceptable to Tenant.
23.02 Either Tenant or Landlord, within fifteen (15) days after reasonable
request by the other party, will execute and deliver to Tenant or
Landlord an estoppel certificate identifying the Commencement Date and
expiration date of the Term and stating that this Lease is unmodified
and in full force and effect or is in full force and effect as modified,
stating the modifications and stating that Tenant or Landlord does not
claim that the other party is in default in any way or listing any such
claimed defaults. The certificate also will confirm the amount of
monthly Base Rent as of the date of the certificate, the date to which
the rent has been paid in advance and the amount of any security deposit
or prepaid rent.
SECTION 24: QUIET ENJOYMENT
24.01 Landlord agrees that Tenant may peaceably and quietly enjoy the
Premises, subject to the terms, provisions, covenants, agreements,
stipulations, rules and conditions of this Lease, without disturbance or
hindrance by any person holding under or through Landlord, if Tenant
pays the Base Rent and observes and performs all the provisions of this
Lease and the Rules and Regulations.
SECTION 25: NO REPRESENTATIONS BY LANDLORD
25.01 Except as expressly stated in this Lease, Landlord makes no
representations with respect to the Premises or the Building and, by
taking possession of the Premises, Tenant will be deemed to have
accepted the Premises and the Building in the condition then existing.
25.02 Tenant shall not keep any toxic or hazardous substances (as such terms
are defined under applicable law) in the Premises, or the Building or on
the Real Estate, provided the terms
11
"toxic" and "hazardous substances" shall not be deemed to include items
customarily kept in buildings of the type and kind in which Tenant
operates, unless the maintenance of such items in the Premises or the
Building or on the Real Estate would be prohibited by applicable law.
If, however, any such items kept in the Premises, Building, or on the
Real Estate result in the contamination thereof, Tenant shall take all
reasonable actions, at its sole cost and expense, to return the
Premises, the Building, or the Real Estate to the condition existing
prior to the introduction of those items therein. Tenant agrees to
indemnify, defend and hold Landlord and its agents and employees
harmless from any claims, judgments, damages, penalties, fines,
liabilities (including sums paid in settlement of claims) or reasonable
costs, including attorneys fees, which arise prior to, during or after
the Term of this Lease, including any extension thereof, from or in
connection with the presence or suspected presence of toxic or hazardous
substances in the soil, ground water or soil vapor on or under the Real
Estate, the Building, or the Premises as a result of the acts of Tenant,
its agents, contractors or employees, unless such toxic or hazardous
substances are present as a result of the negligence, or willful act or
omission of Landlord, its agents, contractors, guests, invitees or
employees. Tenant's obligation to indemnify Landlord under this Section
25.02 shall survive the expiration or earlier termination of this Lease.
SECTION 26: LANDLORD'S RIGHT TO CURE DEFAULTS
26.01 Subject to, and except as otherwise provided under the other terms and
conditions of this Lease, if Tenant defaults in the performance of any
provision of this Lease, Landlord will have the right to cure such
default for the account of Tenant upon ten (10) days prior written
notice to Tenant, and Tenant, within thirty (30) days after being
billed, will reimburse Landlord, as Operating Costs, for any reasonable
expenditure made by Landlord in order to cure such default, together
with interest as provided in Section 6 if the reimbursement is not made
when due.
SECTION 27: WAIVER OF SUBROGATION
27.01 Landlord and Tenant hereby waive any and all right of recovery against
each other for any loss or damage caused by fire or any other casualty
covered by the fire and extended property insurance coverage, vandalism
and malicious mischief insurance policies carried (pursuant to the terms
hereof) by Landlord with respect to the Building and carried by Tenant
with respect to Tenant's fixtures and the contents of the Premises.
SECTION 28: BILLS AND NOTICES
28.01 Bills, statements, notices or communications which Landlord may desire
or be required to give to Tenant will be deemed sufficiently given or
rendered only if in writing, sent by registered; certified or first
class mail (with respect to bills only), postage prepaid, addressed to
Tenant at the address set forth on the cover page of this Lease or at
such other address as Tenant designates by written notice, and the time
of the rendition of a bill or statement and of the giving of a notice or
communication will be deemed to be the time when received by Tenant. Any
notice by Tenant to Landlord must be served by registered or certified,
postage prepaid, addressed to Landlord at the address set forth on the
cover page of this Lease or at such other address as Landlord designates
by written notice. Rejection or refusal to accept or the inability to
deliver because of a changed address of which no notice was given shall
be deemed to be receipt of the notice, demand, request or other
instrument.
SECTION 29
29.01 [INTENTIONALLY OMITTED]
SECTION 30
30.01 [INTENTIONALLY OMITTED]
SECTION 31
31.01 [INTENTIONALLY OMITTED]
12
SECTION 32
32.01 [INTENTIONALLY OMITTED]
SECTION 33
33.01 [INTENTIONALLY OMITTED]
SECTION 34
34.01 [INTENTIONALLY OMITTED]
SECTION 35: GENERAL
35.01 Many references in this Lease to persons, entities and items have been
generalized for ease of reading. Therefore, references to a single
person, entity or item will also mean more than one person, entity or
thing whenever such usage is appropriate (for example, "Tenant" may
include, if appropriate, a group of persons acting as a single entity or
as tenants-in-common). Similarly, pronouns of any gender should be
considered interchangeable with pronouns of other genders.
35.02 All agreements and obligations of Tenant under this Lease are joint and
several in nature. Any waiver or waivers by either party of any of the
provisions of this Lease will not constitute a waiver of any later
breach of that provision, and any consent or approval given by either
party with respect to any act, neglect or default by the other party
will not waive or make unnecessary waiving party's consent or approval
with respect to any later similar act, neglect or default by the other
party.
35.03 Topical headings appearing in this Lease are for convenience only. They
do not define, limit or construe the contents of any paragraphs or
clauses.
35.04 This Lease can be modified or amended only by a written agreement signed
by Landlord and Tenant.
35.05 All provisions of this Lease are and will be binding on the heirs,
executors, administrators, personal representatives, successors and
permitted assigns of Landlord and Tenant.
35.06 The laws or the State of Michigan will control in the construction and
enforcement of this Lease.
35.07 Whenever the approval or consent of either party is required hereunder,
such approval or consent shall not be unreasonably delayed, withheld or
conditioned.
35.08 to the event that either party shall be delayed or hindered in or
prevented from the performance of any act (other than the payment of
Base Rent or Operating Costs under the terms of this Lease) by reason of
riots, strikes, labor troubles, inability to produce materials or other
reason not the fault of the party delayed in performing the work or
performing the acts required under the terms of this Lease, including
delays caused by the acts of the other party, performance of such acts
shall be excused for the period of delay and the period for the
performance of any such acts shall be extended for a period equivalent
to the period of such delay.
SECTION 36: ENTIRE AGREEMENT
36.01 This Lease and the Exhibit attached hereto and forming a part hereof set
forth all of the covenants, agreements, stipulations, promises,
conditions and understandings between Landlord and Tenant concerning the
Premises and the Building and there are no covenants, agreements,
stipulations, promises, conditions or understandings, either oral or
written, between them other than herein set forth.
13
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the
day and year first above written.
WITNESSES: LANDLORD:
VENTURE REAL ESTATE ACQUISITION
COMPANY, a Michigan corporation
By: /s/
- ------------------------ --------------------------
Name:
--------------------------
Its:
- ------------------------ --------------------------
TENANT:
VENTURE INDUSTRIES CORPORATION, a
Michigan corporation
By:
- -------------------------- --------------------------
Name:
--------------------------
Its:
- -------------------------- --------------------------
IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the
day and year first above written.
WITNESSES: LANDLORD:
VENTURE REAL ESTATE ACQUISITION
COMPANY, a Michigan corporation
By:
- -------------------------- --------------------------
Name:
--------------------------
Its:
- -------------------------- --------------------------
TENANT:
VENTURE INDUSTRIES CORPORATION, a
Michigan corporation
/s/ By: /s/
- -------------------------- --------------------------
Name:
--------------------------
/s/ Its:
- -------------------------- --------------------------
EXHIBIT "A"
LEGAL DESCRIPTION OF PREMISES
Land in the City of Fraser, County of Macomb, State of Michigan, described as:
ASSESSOR'S PLAT NO. 5 OF LOTS 1; 2; 3; AND PARTS OF 4; 5; AND 6 OF THE
SUBDIVISION OF NW 1/4 OF SEC 5 AND NE l/4 AND NE 1/4 OF NW 1/4 OF SEC 6.
TIN R13E. PART OF LOT 96 DESC AS FOLL: BEG AT SE COR LOT 96; TH S
88(degree)20'24"W 575 FT ALG S LINE OF LOT 96; TH NO1(degree)37'36"W
310.6 FT; TH N88(degree)18'37"E 759.96 FT ALG N LINE LOT 96; TH
S29(degree)09'24"W 362.0 FT ALG NE'LY R/W LINE G.T.W.R.R. TO PT BEG. AND
THE FOLLOWING PARCEL DESCRIBED AS FOLLOWS: BEG AT THE SE'LY COR OF SAID
LOT 91; TH ALG THE S LINE OF LOT 91, N88(degree)18'37"W 759.96 FT; TH
NO1(degree)37'36"W 672.79 Ft; TH S88(degree)18'37"E 1167.46 FT; TH ALONG
THE W'LY LINE OF THE G.T.W.R.R. AND THE E'LY LINE OF SAID) LOT 91;
S29(degree)09'24"W 801.62 Ft TO THE PT OF BEG. EXC THE N 30 FT FOR ROAD
PURP. SUBJECT TO ALL EASEMENTS OF RECORD. L14 P. 29 CITY OF FRASER
Commonly known as: 17085 Masonic, Fraser, Michigan
Tax Parcel Identification Numbers:
---------------------------------.
15
EXECUTION COPY
EXHIBIT J
EQUIPMENT USAGE AGREEMENT
EX-12
EXECUTION VERSION
-----------------
EQUIPMENT USAGE AGREEMENT
WHEREAS, VENTURE EQUIPMENT ACQUISITION COMPANY ("Acquisition") and
VENTURE INDUSTRIES CORPORATION (collectively, the "Parties") desire to enter
into an Equipment Usage Agreement (the "Agreement") concerning the machinery and
equipment set forth in Schedule A attached hereto and made a part hereof,
presently located at 17085 Masonic, Fraser, Michigan, for a usage fee as set
forth on Schedule A;
AND WHEREAS, Acquisition has agreed to the following terms:
NOW THEREFORE, THIS EQUIPMENT USAGE AGREEMENT is hereby made and
entered into as of September 22, 2003, among VENTURE EQUIPMENT ACQUISITION
COMPANY (hereinafter with its successors and assigns, referred to as "Owner"),
and VENTURE INDUSTRIES CORPORATION (hereinafter referred to as "User"), who
hereby amend, as of the Effective Date (as defined hereinafter), all other
agreements, if any, by and between the Parties concerning the rental or usage of
the machinery and equipment listed on Schedule A (the "Equipment") as follows:
1. USAGE FEE PAYABLE BY USER.
--------------------------
(A) User, in consideration and in respect of the right granted
by Owner to use the Equipment, shall pay to Owner for any one month a sum
determined by an independent appraiser mutually selected by the Parties, as
prorated for each piece of Equipment (the "Usage Fee"). The Usage Fee shall be
determined and set forth on Schedule A by such independent appraiser within
forty-five (45) days after the execution of this Agreement, and shall be
retroactive to the Effective Date. On the date that the Usage Fee is determined,
all fees for the period from the Effective Date to the date of determination of
the Usage Fee shall be immediately due and owing. The Usage Fee set forth on
Schedule A shall be amended, from time to time, for any additions or deletions
of Equipment, with the rates for any new Equipment being calculated on the same
basis that the rates for the initial Equipment were calculated. The
determination of the Usage Fee shall take into account additions, alterations
or improvements actually paid for by the Owner to the extent not reimbursed by
the User. In addition, on the fifth anniversary of the Effective Date of this
Agreement, the Usage Fee shall be prospectively adjusted to reflect the rate of
inflation (as measured by the Revised Consumer Price Index - All Items Figured
for All Urban Consumers, published by the United States Department of Labor,
Bureau of Labor Statistics, or, if such index is not published, a comparable
index selected by the Parties) from the Effective Date to such anniversary date.
(B) The Usage Fee shall be payable monthly at Owner's place of
business or such other place as Owner shall direct in writing.
(C) The due date of the first payment of the Usage Fee shall be
the date in the next calendar month which numerically corresponds to the
Effective Date (or if there is no such
1
EXECUTION VERSION
-----------------
date in the next calendar month, the last date of such month), such period being
herein considered a "month," with subsequent payments being due at one month
intervals.
(D) Nothing herein to the contrary withstanding, User shall not
be liable for any payments to Owner accrued after this Agreement has been
terminated.
2. USAGE RIGHT.
-----------
(A) In consideration of the payment of Usage Fees, Owner hereby
(i) agrees to make available for pick-up by User or use on Owner's premises on
an as-is, where-is basis, and (ii) grants to User the right, subject to Section
2(B) and Section 4, to use the Equipment during the period from the Effective
Date to the date of termination of this Agreement.
(B) Owner shall be permitted to use the Equipment when not in
use by User, subject to the following conditions. At any time that Owner desires
that itself or a third party use such Equipment (or any portion thereof) which
is on User's premises, (i) Owner shall give User not less than ten (10) days
prior notice of the dates of intended use, (ii) the scheduling of such use shall
not unreasonably interfere with the requirements of User's business, (iii) Owner
shall arrange on terms reasonably satisfactory to User for Owner or any third
party user to fully indemnify and hold User harmless from any damage, liability
or other cost which is the result of any negligence or intentional harm caused
by them or their invitees, employees, agents or sub-contractors to the extent to
which such damage, liability or other cost is not recoverable from User's
insurance carrier, including any deductible, and (iv) during any period that
Owner or such third party is using such Equipment, Owner or such third party
user shall reimburse User for any electrical charges or other variable costs of
User which User incurs as a result of the access permitted above.
(C) Notwithstanding anything contained herein to the contrary,
under no circumstances or condition shall any act or omission, including the
affixing of such Equipment to the premises, result in Owner losing any right of
ownership to the Equipment. Owner shall have the right, and User shall cooperate
in aiding Owner, to enter into a security agreement with User and/or file any
financing statement required by the Uniform Commercial Code in order to protect
Owner's rights in this regard.
3. TERM. This Agreement shall be effective upon release of this
Agreement pursuant to and in accordance with the terms of the Escrow Agreement,
dated September 16, 2003, by and among Larry J. Winget, Venture Holdings
Company, LLC and First American Title Insurance Company (the "Effective Date")
and shall expire on the fifth anniversary of the Effective Date, unless
otherwise terminated pursuant to Section 11. This Agreement shall be renewable
at the request of the User for successive five-year terms with a mutually agreed
upon adjustment to the Usage Fees set forth on Schedule A.
4. CONTINUOUS OWNER ACCESS. Owner shall have reasonable access to
the Equipment at User's premises subject to the convenience and requirements of
User's business
2
EXECUTION VERSION
-----------------
and upon not less than two (2) days prior written notice in order to (i) make
repairs or improvements and (ii) perform testing.
5. CARE AND REPAIR OF PROPERTY. User shall keep the Equipment in
good repair, condition, and working order, and shall furnish any and all parts
and labor required for that purpose.
6. LOSS. User shall utilize the Equipment (a) in a careful and
proper manner that reasonably follows the common methods of usage of such
Equipment, (b) in a manner fit for the usage which the Equipment itself is
customarily used, and (c) in compliance with all applicable laws, ordinances and
regulations. User shall be liable to Owner for any loss or damage to the
Equipment which results from User's negligence or misuse of the Equipment.
Otherwise, Owner, subject to User's obligation to insure the Equipment in
accordance with Section 9, shall bear the entire risk of loss of and damage to
the Equipment. User shall be liable for any loss, damage or liability to third
parties, including User's invitees, employees, agents and sub-contractors as a
result of the use of such Equipment by User, its employees, agents,
sub-contractors (other than Owner and its agents) and invitees.
7. REMOVAL UPON TERMINATION. Whether or not the Equipment has
attached to the premises or otherwise become a fixture, upon (a) termination of
this Agreement, (b) termination of User's right to use any particular piece of
Equipment, or (c) the need for Owner to repair the Equipment, Owner shall be
permitted to remove such Equipment and shall have full right of access to the
premises in order to enable Owner to remove such Equipment from User's premises
during normal business hours or such other hours as User shall reasonably
specify; provided, that Owner shall not unduly interfere with the right of User
to conduct its business.
8. ALTERATIONS AND IMPROVEMENTS TO THE EQUIPMENT. User may, at its
sole cost and expense, modernize, add to and/or improve the Equipment from time
to time, provided, that either (i) such modernization, addition and/or
improvement does not materially reduce the value of the Equipment or (ii)
permission of Owner is first obtained. User shall, in its sold discretion, be
entitled to remove, from time to time, any such addition, alteration or
improvement; provided, that such addition, alteration or improvement (i) was not
initially made to replace a part or parts of the Equipment or (ii) does not
affect the functionality of the Equipment. User shall be responsible for the
repair of any damages resulting from such removal.
9. INSURANCE. User shall maintain, and provide Owner with a copy
thereof, a liability policy which shall name Owner as an additional insured
party, and shall provide (A) comprehensive insurance against risk of loss and
damage to the Equipment and (B) comprehensive general liability insurance,
including blanket contractual coverage against claims for, or arising out of,
bodily injury, death, or property damage from the Equipment. The initial limits
of coverage shall be not less than FIVE MILLION DOLLARS ($5,000,000.00) with
respect to injury or death of a single person and not less than TEN MILLION
DOLLARS
3
EXECUTION VERSION
-----------------
($10,000,000.00) with respect to any one occurrence; and not less than FIVE
MILLION DOLLARS ($5,000,000.00) with respect to any one occurrence of property
damage. The initial limits of coverage shall be subject to mutually agreed upon
adjustments within forty-five (45) days after the Audit Committee of Venture
Holdings Company LLC makes a determination as to whether such limits of coverage
should be increased or decreased.
10. ASSIGNMENT. The rights of Owner and User hereunder shall not be
assigned, pledged, transferred or otherwise disposed of without the prior
written consent of the other party, which consent shall not be unreasonably
withheld.
11. TERMINATION; EVENTS OF DEFAULT.
(A) User may terminate this Agreement for any reason upon
30 days written notice to Owner.
(B) Owner may terminate this Agreement, and pursue any
remedy available under law or equity, upon occurrence of any of the following:
(1) User fails to pay any Usage Fee when due and such failure shall continue for
ten (10) days; (2) User shall fails to observe or perform any other provision
hereof and such failure shall continue for forty-five (45) days after notice to
User of such failure (provided that in the case of any such default which cannot
be cured by the payment of money and cannot with diligence be cured within such
forty-five (45) day period, if User shall commence promptly to cure the same and
thereafter prosecute the curing thereof with diligence, the time within which
such default may be cured shall be extended for such period as is necessary to
complete the curing thereof with diligence); (3) User ceases to do business as a
going concern, makes an assignment for the benefit of creditors, admits in
writing its inability to pay its debts as they become due, or files a voluntary
petition in bankruptcy; or (4) within sixty (60) days after the commencement of
any proceedings seeking reorganization, arrangement, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, if such proceeding shall not have been dismissed, or if within sixty
(60) days after the appointment of any trustee, receiver or liquidator of User
or of all or any substantial part of its assets and properties, if such
appointment shall not have been vacated.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of
the State of Michigan, United States of America, without regard to its conflicts
of laws rules.
13. INTEGRATION. This writing constitutes the entire agreement
between the Parties as to the matters set forth herein and shall supersede all
previous or contemporaneous negotiations, commitments, and writings with respect
to the matters set forth herein.
14. MODIFICATION. The Parties may, by written instrument, amend,
modify or extend this Agreement. This Agreement may only be so amended, modified
or extended by a
4
EXECUTION VERSION
-----------------
writing signed by authorized representatives of both Parties. The terms and
provisions of this Agreement shall prevail over any conflicting, additional, or
other terms appearing in any notice, request, instruction, invoice, or other
writing submitted by either Party under this Agreement at any time.
15. WAIVER. No waiver of any provision or breach of this Agreement
shall be construed as a continuing waiver, or shall constitute a waiver of such
provisions or breach, or of any other provision or breach.
16. HEADINGS INTERPRETATION. The section headings herein are
included solely for convenience and shall in no event affect or be used in
connection with the interpretation of this Agreement. Each separate provision of
this Agreement shall be treated as severable, to the end that if any one or more
such provisions shall be adjudged or declared illegal, invalid, or
unenforceable, this Agreement shall be interpreted and shall remain in full
force and effect, as though such provision or provisions had never been
contained in this Agreement.
17. NOTICES. Any notice, demand, delivery, invoice, or other
writing required or desired to be given or made pursuant to this Agreement shall
be in writing, and shall be deemed to have been given and received, and to be
effective for all purposes, the third business mail day after having been mailed
via the United States Postal Service in an envelope properly stamped and
addressed to the proper party at the address (or such other address as the
recipient shall have designated in writing) that follows:
If to Owner:
VENTURE EQUIPMENT ACQUISITION COMPANY
33662 James J. Pompo Drive
Fraser, Michigan 48026-0278
With copy to:
Allard & Fish P.C.
2600 Buhl Building
535 Griswold Street
Detroit, Michigan 48226
Attn.: Ralph McKee
Greenberg Traurig, LLP
77 W. Wacker Drive
Suite 2400
Chicago, IL 60601
Attn.: Nancy Mitchell
5
EXECUTION VERSION
-----------------
If to User:
VENTURE INDUSTRIES CORPORATION
33662 James J. Pompo Dr., PO Box 278
Fraser, Michigan 48026
Attention: Chief Financial Officer
With copy to:
Dykema Gossett PLLC
315 E. Eisenhower Parkway, Suite 100
Ann Arbor, Michigan 48108
Attn: Barbara A. Kaye
6
IN WITNESS WHEREOF, the Owner and User have executed this Usage
Agreement to be effective as of the Effective Date.
Owner:
VENTURE EQUIPMENT ACQUISITION
COMPANY
By: /s/
-----------------------------
Its:
-----------------------------
AND
User:
VENTURE INDUSTRIES CORPORATION
By:
-----------------------------
Its:
-----------------------------
IN WITNESS WHEREOF, the Owner and User have executed this Usage
Agreement to be effective as of the Effective Date.
Owner:
VENTURE EQUIPMENT ACQUISITION
COMPANY
By:
-----------------------------
Its:
-----------------------------
AND
User:
VENTURE INDUSTRIES CORPORATION
By: /s/
-----------------------------
Its:
-----------------------------
EXECUTION VERSION
-----------------
SCHEDULE A
- ------------------------------------------------------------------------
MAKE SIZE SERIAL N0. USAGE FEE
- ------------------------------------------------------------------------
HPM 2500 IX S/N 67-291
Molding Machine
- ------------------------------------------------------------------------
IMPCO/INGERSO S/N C-3833-71
L RAND 2500 X
350
Molding Machine
- ------------------------------------------------------------------------
IMPCO/INGERSO S/N 3816-71
L RAND 2500 X
350
Molding Machine
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
8
EXECUTION COPY
EXHIBIT K
ESCROW AGREEMENT
EX-13
EXECUTION VERSION
-----------------
ESCROW AGREEMENT
----------------
This Escrow Agreement, dated as of September 22, 2003 (this
"Agreement"), is among Larry J. Winget ("Winget"), Venture Holdings Company LLC,
a Michigan limited liability company ( "Venture Holdings"), and First American
Title Insurance Company (the "Escrow Agent").
RECITALS
--------
A. Winget, the Larry J. Winget Living Trust and the other
Transferors named therein (collectively, the "Transferors") and Venture Holdings
have entered into a certain Contribution Agreement (the "Contribution
Agreement"), and have delivered a copy thereof to the Escrow Agent.
B. Winget has caused to be executed the following instruments
(collectively, the "Leases"):
(i) a lease of the real estate commonly known as 34501
Harper, Mt. Clements, Michigan, between Harper Partners of Clinton Township
Limited Partnership, as lessor, and Venture Industries Corporation
("Industries"), as lessee;
(ii) a lease of the real estate commonly known as 17085
Masonic, Fraser, Michigan, between Venture Real Estate Acquisition Company, as
lessor, and Industries, as lessee; and
(iii) an Equipment Usage Agreement between Venture
Equipment Acquisition Company and Industries.
C. Widget and Venture Holdings desire that the Escrow Agent hold
the Leases in escrow, and deliver them to Winget or Venture Holdings as
provided in this Agreement.
AGREEMENT
---------
l. Establishment of Escrow. Winget deposits with the Escrow Agent
the Leases. The Escrow Agent acknowledges receipt of the Leases and agrees to
hold and release and deliver the Leases in accordance with the terms contained
in this Escrow Agreement.
2. Release and Delivery of Leases.
(a) Notice to the Escrow Agent. Upon receipt of a written
notice pursuant to subparagraph (a)(i), (ii) or (iii) below (each, a "Notice"),
and after the elapse of the Waiting Period (as defined below), and subject to
paragraph (b) below, the Escrow Agent shall release and deliver the Leases as
follows:
(i) upon receipt by the Escrow Agent of a Notice from
Venture Holdings stating that the Closing Date has occurred and directing the
Escrow Agent to release
and deliver the Leases to Venture Holdings, the Escrow Agent shall release and
deliver, after the elapse of the Waiting Period, the Leases to Venture Holdings;
(ii) upon receipt by the Escrow Agent of a Notice from
Venture Holdings stating that a Transferor has breached the Contribution
Agreement (other than a failure of a representation or warranty to be true and
correct that does not otherwise result from a breach of the Contribution
Agreement by such Transferor), setting forth in reasonable detail the factual
and/or legal basis and circumstances of the breach and directing the Escrow
Agent to release and deliver the Leases to Venture Holdings, the Escrow Agent
shall release and deliver, after the elapse of the Waiting Period, the Leases to
Venture Holdings.
(iii) upon receipt by the Escrow Agent of a Notice from
Winget stating that, for a reason other than that set forth in subparagraph (ii)
above, the transactions contemplated by the Contribution Agreement have not been
consummated and the Contribution Agreement has been terminated, and directing
the Escrow Agent to release and deliver the Leases to Winget, the Escrow Agent
shall release and deliver, after the elapse of the Waiting Period, the Leases to
Winget.
(b) Objection to the Notice.
(i) At the time of delivery of any Notice to the Escrow
Agent, a duplicate copy of such Notice shall be delivered to Winget or Venture
Holdings, as the case may be (with proof of such delivery to the Escrow Agent
consisting of a photocopy of the registered or certified mail or overnight
courier receipt or the signed receipt if delivered by hand) ("Proof of
Delivery")). The Escrow Agent shall have no responsibility to determine whether
a copy of a Notice was delivered to Winget or Venture Holdings, as the case may
be, other than confirming it has received Proof of Delivery. Winget or Venture
Holdings, as the case may be, shall have a period of five (5) business days
following receipt of such Notice (the "Waiting Period") within which to object
in a written statement (an "Objection") to the claims made in the Notice. The
Objection shall state in reasonable detail the factual and/or legal basis for
such Objection and shall be delivered to the Escrow Agent, with a copy of
such Objection to the other party, prior to the expiration of the Waiting
Period.
(ii) If Winget or Venture Holdings, as the case may be,
makes an Objection prior to the expiration of the Waiting Period, the Escrow
Agent shall not make any delivery of the Leases unless and until the dispute is
resolved finally pursuant to Sections 2(c) and/or 2(d) hereof. Conversely,
absent a timely Objection, after the expiration of the Waiting Period, the
Escrow Agent shall release and deliver the Leases in the manner described in the
applicable subparagraph of Section 2(a) hereof.
(iii) Nothing herein shall be construed to permit or
require the Escrow Agent to determine the sufficiency or legitimacy of either a
Notice or an Objection.
(c) Resolution of Disputes. If Winget or Venture Holdings, as the
case may be, delivers an Objection in accordance with Section 2(b), Winget and
Venture Holdings shall attempt in good faith for a period of thirty (30) days
thereafter (the "Negotiation Period") to agree upon the respective rights of the
parties with respect to the Leases. If Winget and Venture
2
Holdings should so agree, a memorandum setting forth such accord shall be
prepared and signed by each of Winget and Venture Holdings and furnished to the
Escrow Agent. Such memorandum shall direct the disposition of the Leases. The
Escrow Agent shall be entitled to rely on any such memorandum and to release and
deliver the Leases in accordance with the terms thereof.
(d) Litigation. In the event Winget and Venture Holdings are
unable to reach an accord with regard to the respective rights of the parties
with respect to the Leases by the end of the Negotiation Period, then either
party may institute such actions or proceedings as they deem appropriate to
resolve the dispute. The Escrow Agent shall be entitled to act in accordance
with any judgment made and entered by any court (which judgment shall constitute
a final determination regardless of any existing right to appeal) and to
authorize the release and delivery of the Leases in accordance therewith. The
Escrow Agent shall not be obligated to inquire as to whether such court has
jurisdiction of the matter or of the parties.
3. Escrow Agent Fees and Expenses. For acting as Escrow Agent and
carrying out the duties of the Escrow Agent in accordance with the terms of this
Agreement, the Escrow Agent shall be entitled to such fees as are set forth on
Schedule A attached hereto. The Escrow Agent shall also be entitled to be
reimbursed for all of its out-of-pocket expenses, including without limitation
postage, stationery and supplies, printing, telephone and telegraph tolls,
travel and legal fees, that it incurs in performing its duties hereunder. All
fees and out-of-pocket expenses of the Escrow Agent for performance of its
duties hereunder shall be borne and paid equally by Winget and Venture Holdings.
4. Limitation of Liability; Indemnification of Escrow Agent.
(a) This Escrow Agreement sets forth all matters pertinent to
the escrow contemplated by this Escrow Agreement and no additional obligations
of the Escrow Agent shall be implied from the terms of this Escrow Agreement or
any other agreement. The duties of the Escrow Agent under this Escrow Agreement
shall be entirely administrative and shall be only as specifically provided in
this Escrow Agreement. Accordingly, the Escrow Agent, including its members,
employees and agents, shall:
(i) not be liable for any error of judgment or for any act
done or step taken or omitted by it in good faith, except
for any such acts, steps or omissions resulting from its
own gross negligence or willful misconduct;
(ii) be obligated to act only in accordance with written
notice received by it as provided in this Escrow
Agreement;
(iii) have no responsibility to inquire into or determine
the genuineness, authenticity, or sufficiency of any
security, check, or other document or instrument submitted
to it in connection with its duties under this Escrow
Agreement;
(iv) be entitled to deem the signatories of any document
or instrument submitted to it under this Escrow Agreement
as being those purported to be authorized to sign such
document or instrument on behalf of Venture
3
Holdings and Winget and shall be entitled to rely upon the
genuineness of the signatures of such signatories without
inquiry and without requiring substantiating evidence of
any kind;
(v) be entitled to refrain from taking any action
contemplated by this Escrow Agreement in the event that it
becomes aware of any disagreement between or among Venture
Holdings and Winget as to any facts or as to the happening
of any contemplated event precedent to such action;
(vi) if any dispute shall arise between or among Venture
Holdings and Winget with respect to the release and
delivery of the Leases, be permitted to interplead the
Leases into a court of competent jurisdiction, and
thereafter be fully relieved from any and all liability or
obligation with respect to the Leases, and the parties
further agree to pursue any redress or recourse in
connection with such a dispute without making the Escrow
Agent a party to such dispute; and
(vii) neither be responsible for, nor chargeable with
knowledge of, the terms and conditions of any other
agreement, instrument or document between or among
Venture Holdings and Winget, including but not limited to
the Contribution Agreement, and shall be required to act
only pursuant to the terms and provisions of this Escrow
Agreement.
(b) The Escrow Agent is jointly and severally indemnified and
saved harmless by Venture Holdings and Winget from all losses, costs, and
expenses, including attorney's fees, which may be incurred by it as a result
of its involvement in any arbitration or litigation arising from the
performance of its duties under this Escrow Agreement, provided that such
litigation shall not have resulted from any action taken or omitted by it and
for which it shall have been adjudged to have been grossly negligent or
engaged in willful misconduct and such indemnification shall survive the
termination of this Escrow Agreement until extinguished by any applicable
statute of limitations.
5. Resignation or Removal. The Escrow Agent may resign as Escrow Agent
following the giving of 30 days prior written notice to the other parties to
this Agreement and the Escrow Agent shall be replaced by mutual agreement of
Venture Holdings and Winget. Similarly, the Escrow Agent may be removed and
replaced following the giving of 30 days prior written notice to the Escrow
Agent by mutual agreement of Venture Holdings and Winget. In either event, the
duties of the Escrow Agent shall terminate 30 days after the date of such
written notice (or as of such earlier date as may be mutually agreeable) and the
Escrow Agent shall then deliver the Leases then in its possession to a successor
Escrow Agent as shall be appointed by Venture Holdings, or failing such
appointment, the Escrow Agent may petition any court of competent jurisdiction
for the appointment of a successor Escrow Agent or other appropriate relief, and
such resulting appointment shall be binding upon all of the parties to this
Agreement. Upon acknowledgment by any successor Escrow Agent of the Leases, the
then acting Escrow Agent shall be fully released and relieved of all duties,
responsibilities and obligations under this Escrow Agreement, except for any
liability with respect to any previous acts, steps or omissions
4
resulting from its own gross negligence or willful misconduct as set forth in
Section 4 of this Escrow Agreement.
6. Notices. All notices and other communications required or permitted
under this Escrow Agreement shall be in writing and shall be deemed to have been
duly given if delivered personally or mailed by registered or certified mail,
postage prepaid and return receipt requested (such mailed notice to be effective
on the date such receipt is acknowledged), addressed as follows:
If to Venture Holdings, to the address listed on the signature page to
this Escrow Agreement.
with a copy to: Dykema Gossett PLLC
315 E. Eisenhower Parkway, Suite 100
Ann Arbor, Michigan 48108
Attention: Barbara A. Kaye
Fax: (734) 214-7694
Email: bkaye@dykema.com
If to Winget, to the address listed on the signature page to this
Escrow Agreement.
with a copy to: Greenberg Traurig, LLP
77 W. Wacker Drive
Suite 2500
Chicago, Illinois 60601
Attention: Nancy A. Mitchell
Fax: (312) 456-8435
Email: mitchelln@gtlaw.com
If to the Escrow Agent: First American Title Insurance Company
30 N. LaSalle Street, Suite 310
Chicago, Illinois 60602
Attention: Jim McIntosh
Fax: (312) 553-0480
Email: jmcintosh@firstam.com
Any notice delivered by certified mail shall be effective on the fifth
day after deposited in the United States mail. Any notice delivered by
recognized commercial overnight courier shall be effective on the next business
day after delivery to the recognized commercial overnight courier. Any notice
delivered by facsimile transmission or e-mail shall be effective on the day of
transmission. The addresses indicated for any party may be changed by similar
written notice.
7. Entire Agreement. This Escrow Agreement constitutes the entire
understanding between the parties as to the subject matter of this Escrow
Agreement and no waiver or modification of the terms of this Escrow Agreement
shall be valid unless in writing and signed by Venture Holdings, Winget and the
Escrow Agent and only to the extent specifically set forth in writing.
5
8. Continuance of Agreement. This Escrow Agreement shall be binding
upon the parties to this Escrow Agreement and their respective successors and
assigns.
9. Applicable Law. This Escrow Agreement shall be governed by and
construed under and pursuant to the internal laws of the State of Michigan
without regard to its conflict of laws principles.
10. Counterparts. This Escrow Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
11. Invalid Clause. If any term, covenant, condition or provision of
this Escrow Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the provisions of this Escrow
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.
6
SIGNATURES APPEAR ON NEXT PAGE
IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement
to be duly executed by their respective officers as of the day and year first
above written.
COMPANY:
VENTURE HOLDINGS COMPANY LLC
By: /s/
-----------------------------------
Its:
----------------------------------
Address: 33662 James J. Pompo Drive
Fraser, Michigan 48026
Facsimile Number: (586) 276-1843
Email: jbuder@ventureindustries.com
WINGET:
By:
-----------------------------------
Larry J. Winget
Address:
------------------------------
------------------------------
Facsimile Number:
---------------------
Email:
--------------------------------
ESCROW AGENT:
FIRST AMERICAN TITLE INSURANCE COMPANY
By:
-----------------------------------
Name:
Title:
IN WITNESS WHEREOF, each of the parties has caused this Escrow Agreement
to be duly executed by their respective officers as of the day and year first
above written.
COMPANY:
VENTURE HOLDINGS COMPANY LLC
By:
-----------------------------------
Its:
----------------------------------
Address: 33662 James J. Pompo Drive
Fraser, Michigan 48026
Facsimile Number: (586) 276-1843
Email:
--------------------------------
WINGET:
By:
-----------------------------------
Larry J. Winget
Address:
------------------------------
------------------------------
Facsimile Number:
---------------------
Email:
--------------------------------
ESCROW-AGENT:
FIRST AMERICAN TITLE INSURANCE COMPANY
By: /s/
-----------------------------------
[Name]:
[Title]:
Schedule A
A flat fee of $500.00.
8
EXECUTION COPY
EXHIBIT L
FORM OF CONFIRMATION ORDER
EX-14
EXECUTION COPY
EXHIBIT M
EMPLOYMENT AGREEMENT
EX-15
EXECUTION COPY
EXHIBIT N
FORM OF OPERATING AGREEMENT
EX-16
EXHIBIT E
FORM OF SUBORDINATION AGREEMENT
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit E - Page 1
EXHIBIT F
FORM OF TRUST AGREEMENT
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit F - Page 1
EXHIBIT G
FORM OF VENDOR SUPPORT AGREEMENT
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit G - Page 1
EXHIBIT H
VENTURE B GROUP
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit H - Page 1
EXHIBIT I
EXECUTORY CONTRACTS
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit I - Page 1
EXHIBIT J
CLAIMS NOT RELEASED PURSUANT TO SECTION 11.6
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit J - Page 1
EXHIBIT K
FORM OF CREDITOR'S WARRANT
TO BE FILED BY THE EXHIBIT FILING DATE
Exhibit K - Page 1
EXHIBIT B
CURRENT ORGANIZATIONAL CHART AND FOREIGN AFFILIATES
VENTURE HOLDINGS COMPANY LLC
Legal Structure
--------------------
Venture Holdings
Company LLC
--------------------
- --------------------------------------------------------------------------------------------------
- ---------------------- ------------------ ------------------- ----------------------
Venture Industries Vemco, Inc. Venture Mold & Venture Holdings
Corporation S-Corp Engineering Corporation (dba
S-Corp Corporation Bailey)
S-Corp C-Corp
- ---------------------- ------------------ ------------------- ----------------------
- --------------------------------------------------------------------------------------------------------------------------
- ---------------------- ------------------ ------------------- ---------------------- ------------------
Experience Venture Service Venture Leasing Vemco Leasing Inc. Venture
Management, LLC Company Company S-Corp Industries
(99% owned by S-Corp S-Corp Canada, Ltd.
Venture Holdings
Company LLC and 1%
owned by Venture
Service Company)
- ---------------------- ------------------ ------------------- ---------------------- ------------------
--------------------------------------------------------------------------------
------------------- ---------------------- ------------------
Venture Europe, Venture EU Peguform UK Ltd
Inc. Corporation
S-Corp S-Corp
------------------- ---------------------- ------------------
------------------ -------------------- ------------ ------------------ --------
Venture Germany Peguform Hungary Venture Venture Peguform Venture
GmbH Kft Peguform Netherlands BV Peguform
(90% owned by Denmark Iberica
Venture EU Apes S.L.
Corporation and
10% owned by
Venture Europe,
Inc.)
------------------ -------------------- ------------ ------------------ --------
-------------------- ------------------ ------------ ------------------
Venture Venture Venture Peguform Comp.
Verwaltgungs GmbH Beteillgungs GmbH Peguform S.r.o.
S.r.o.
-------------------- ------------------ ------------ ------------------
B-1
------------------ ------------------------------
Peguform GmbH & Peguform Bohemia k.s.
Co. KG (99% owned by
(99% owned by Venture Peguform
Venture S.r.o. and 1% owned
Beteillgungs by Venture EU
GmbH and 1% Corporation)
owned by Venture
Verwaltgungs
GmbH)
------------------- ------------ ------------------
Peguform Hella Peguform Peguform France
S.A. de C.V. Slovaka S.A.
(70% owned) s.r.o.
------------------- ------------ ------------------
-------------------
Peguform Iberica
S.L.
-------------------
----------------------
Peguform do Brazil
Ltda.
---------------------------
----------------------
Peguform Argentina
S.A.
---------------------------
----------------------
Venture Components
S.L.
---------------------------
----------------------
Venture Services of
Aragon S.L.
---------------------------
----------------------
Venture Logistics de
Navarra S.L.
---------------------------
----------------------
Venture Logistics
S.L.
(90% owned by
Peguform Iberica
S.A. and 10% owned
by Venture
Components S.L.)
---------------------------
EXHIBIT C
PROPERTIES DETAIL SUBTOTAL SUBTOTAL
- -------------------------------------------------------------------------------------------------------------------------------
AS OF DECEMBER 31, 2002 Total
26 19 45
20 13
SQUARE FOOTAGE
LOCATION LEASED OWNED USE
UNITED STATES AND CANADA
Michigan
Masonic X 178,000 Molding, Mold Fabrication and Repair
Malyn X 23,000 Molding
22,000 Molding
18,000 Warehouse
Technical Center 56,000 Headquarters, Laboratory, Tryout, Mold Fabrication
Commerce X 24,000 Mold Fabrication and Repair
Doreka Center 6,000 Finance
Grand Blanc 365,000 Molding, Painting, Assembly
Grand Rapids 440,000 Molding, Painting, Assembly
125,000 Assembly Warehouse
Harper X 180,000 Molding, Painting, Assembly
Groesbeck 128,000 Molding
100,000 Warehouse
IS Dept 5,500 Information Systems Department
Flint X 208,000 Assembly, Warehouse, Shipping
Almont X 10,000 Mold Fabrication and Repair
10,000 Mold Fabrication and Repair
Hillsdale 119,000 Molding, Painting, Assembly
15 Mile 68,871 Sales Office
Allen Park 2,341 Office
Kevin Koveck's 4,500 Warehouse (Pronto Properties)
Highland Park 100,000 Warehouse (Woodward Manchester)
Kentucky
Hopkinsville 104,000 Molding, Painting, Assembly
113,400 Warehouse
New Hampshire
Seabrook 390,000 Molding, Painting, Assembly
Ohio
Conneaut 183,000 Molding, Painting, Assembly
17,000 Warehouse
3,590 Warehouse
EXHIBIT C
Lancaster 156,000 Molding, Painting, Assembly
Warehouse (square footage is variable based on usage)
Indiana
Madison 71,000 Painting and Assembly (inactive)
Hartford City 116,000 Molding and Assembly
Portland 120,000 Molding and Painting (inactive)
Ontario, Canada
Wallaceburg 52,500 Painting, Assembly, Warehouse
1,641,202 1,878,500 3,519,702
FOREIGN
6 6
Hungary
Gyor 31,000 Module Center
Bohemia
Liban 118,000 Molding
35,135 Molding
Liberec 950,000 Molding and Painting
Netherlands
Sittard 95,000 Module Center
United Kingdom
Luton 69,000 Molding, Painting and Assembly
Luton 57,000 Molding, Painting and Assembly
Luton 25,000 Assembly
Composites
Chodova Plana 25,000 Warehouse
Chodova Plana 9,435 Molding
Chodova Plana 1,908 Molding
Chodova Plana 3,499 Warehouse
242,435 1,177,542
Total Venture 1,883,637 3,056,042
X Denotes Related Party Lease
2
EXHIBIT D
RELATED PARTY BALANCES
VENTURE HOLDINGS COMPANY LLC
CONSOLIDATED
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 169,233,626.46 (110,546,078.07) 0.00
Bailey - Conneaut 8,914,524.40 (7,595,115.39) 83,365.88
Bailey - Hartford City 2,548,988.66 (2,177,961.72) 27,546.06
Bailey - Hillsdale 2,645,705.61 (4,665,931.26) 3,844.69
Bailey - Lancaster 20,394,103.25 (432,614.47) 14,739.64
Bailey - Portland 3,519,247.94 (1,241,941.58) 0.00
Bailey - Seabrook 388,253.21 (15,902,366.87) 0.00
Bailey - SMC Compound 7,005,752.69 (6,072,360.75) 0.00
Bailey - Madison 1,007,504.32 (818,340.62) 0.00
Experience Management 381,120,566.95 (387,044,382.92) 0.00
Venture Industries - Groesbeck 0.00 0.00 138,185.08
Venture Industries - Harper 0.00 0.00 99,033.63
Venture Industries - Masonic 9,534.25 0.00 (3,247.79)
Venture Industries - Malyn 0.00 0.00 187,520.45
Venture Industries - Processing 0.00 0.00 12,423.23
Venture Industries - Admin 802,089,740.80 (927,091,701.31) 0.00
Venture Grand Blanc 147,981,365.34 (560,415.75) 376,142.89
Venture Grand Rapids 255,330,499.06 (382,065,171.25) 19,370.58
Venture GR - Hopkinsville 41,186,275.18 (1,400.41) 0.00
Venture Almont 68,910,021.34 (74,077,293.91) 2,119.20
Venture Mold & Engineering 188,479,987.08 (191,214,753.77) 0.00
Venture Canada 13,601,683.56 (15,202,038.39) 4,468.32
Vemco Leasing 1,077,821.31 (972,000.00) 0.00
Venture Leasing 305,498,503.57 (301,211,061.84) 0.00
Venture Europe 296,921,850.16 (27,021,350.03) 0.00
Venture Holdings 27,021,349.57 (723,875,712.67) 0.00
Venture Service 1,661,638,929.06 (1,226,782,485.72) 2,274.66
Venture Europe 0.00 0.00 0.00
Venture EU 49,839.57 0.00 0.00
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 4,406,575,673.34 (4,406,572,478.70) 967,786.52
- ------------------------------------------------------------------------------------------
3,194.64
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l) 0.00 0.00 0.00
Venture Germany 0.00 0.00 0.00
Venture Verwaltungs 0.00 0.00 0.00
Venture Beteillgungs 0.00 0.00 0.00
Peguform GmbH 0.00 0.00 0.00
Peguform Iberica 0.00 0.00 0.00
Venture Service (to/from Int'l) 0.00 0.00 0.00
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 4,406,575,673.34 (4,406,572,478.70) 967,786.52
- ------------------------------------------------------------------------------------------
3,194.64
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) 102,412,715.84 (4,874,028.20) 6,170,394.41
Sitco Ltd. 0.00 0.00 0.00
Acropolis 0.00 (24,927.20) 0.00
Atlantic Automotive 0.00 0.00 0.00
Harper Properties 0.00 (1,675,830.00) 0.00
M & M Services, Inc. 0.00 0.00 0.00
Metro Tool & Die 2,669.10 (296,963.43) 0.00
Millard Design 0.00 0.00 0.00
Nova Industries 378,673.66 (2,396,178.44) 430,953.86
Venture Africa 999,244.78 0.00 146,502.46
Venture Acquisitions 0.00 (1,889,249.90) 0.00
Realven 0.00 (815,403.99) 0.00
Venture Global Gifu 0.00 0.00 0.00
VAC 0.00 (1,402,358.92) 0.00
Venco Mgmnt 0.00 0.00 0.00
Venture Australia / Asian Pacific 1,834,755.92 0.00 900.00
Venture Foreign Sales 0.00 0.00 0.00
Venture Heavy Machine 75.00 (8,960,522.15) 0.00
Farm & Country 0.00 0.00 0.00
Venture Real Estate 0.00 (435,000.00) 0.00
Tig Interiors 0.00 0.00 0.00
Linden Creek 167,663.93 (297,200.99) 172,516.98
UV Automotive 1,795,212.91 (1,446,230.80) 1,792,508.97
Chipawa Logistics 0.00 0.00 24,644.10
Shelby 0.00 0.00 0.00
Venture Sales 6,125.06 (1,304,422.82) 6,125.06
Long Term 28,831,890.36 (17,356,051.26) 0.00
Winget, Larry 0.00 (775,777.50) 0.00
Wyndgate 1,186.18 (28,068.17) 1,186.15
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 136,430,212.74 (43,978,213.77) 8,745,731.99
- ------------------------------------------------------------------------------------------
92,451,998.97
- ------------------------------------------------------------------------------------------
MISCELLANEOUS/
UNBILLED REC ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 0.00 0.00 0.00
Bailey - Conneaut (906.66) (21,993.97) (13,292.48)
Bailey - Hartford City 0.00 0.00 0.00
Bailey - Hillsdale (4,414.02) (13,344.14) (4,045.91)
Bailey - Lancaster (311.67) (13,707.16) 0.00
Bailey - Portland 0.00 0.00 0.00
Bailey - Seabrook 0.00 0.00 (17,960.00)
Bailey - SMC Compound 0.00 (58,297.87) 0.00
Bailey - Madison 0.00 0.00 0.00
Experience Management 0.00 0.00 0.00
Venture Industries - Groesbeck (1,320.62) 11,022.66 175.47
Venture Industries - Harper (726.18) (38,560.63) (19,396.04)
Venture Industries - Masonic 0.00 (32,612.67) (48,849.13)
Venture Industries - Malyn 0.00 7,239.54 (242.16)
Venture Industries - Processing (4,577.59) (59,803.25) (1,272.18)
Venture Industries - Admin 0.00 0.00 0.00
Venture Grand Blanc (348,127.91) (11,280.66) 0.00
Venture Grand Rapids (18,505.55) (7,056.27) (6,901.30)
Venture GR - Hopkinsville 0.00 0.00 (2,274.66)
Venture Almont 0.00 (239,923.00) 5,251.28
Venture Mold & Engineering 0.00 0.00 0.00
Venture Canada 0.00 (1,771.79) 0.00
Vemco Leasing 0.00 0.00 0.00
Venture Leasing 0.00 0.00 0.00
Venture Europe 0.00 0.00 0.00
Venture Holdings 0.00 0.00 0.00
Venture Service 0.00 0.00 0.00
Venture Europe 0.00 0.00 0.00
Venture EU 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES (378,890.20) (480,089.21) (108,807.11)
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l) 0.00 0.00 0.00
Venture Germany 0.00 0.00 0.00
Venture Verwaltungs 0.00 0.00 0.00
Venture Beteillgungs 0.00 0.00 0.00
Peguform GmbH 0.00 0.00 0.00
Peguform Iberica 0.00 0.00 0.00
Venture Service (to/from Int'l) 0.00 0.00 0.00
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES (378,890.20) (480,089.21) (108,807.11)
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) 0.00 12,643.00 (147,626.00)
Sitco Ltd. 0.00 0.00 0.00
Acropolis 0.00 0.00 0.00
Atlantic Automotive 0.00 0.00 0.00
Harper Properties 0.00 0.00 0.00
M & M Services, Inc. 0.00 0.00 0.00
Metro Tool & Die 0.00 0.00 0.00
Millard Design 0.00 0.00 0.00
Nova Industries 0.00 (2,346,533.92) (172,112.26)
Venture Africa 0.00 0.00 0.00
Venture Acquisitions 0.00 (32,400.00) 0.00
Realven 0.00 0.00 0.00
Venture Global Gifu 0.00 0.00 0.00
VAC 0.00 0.00 0.00
Venco Mgmnt 0.00 0.00 0.00
Venture Australia / Asian Pacific 0.00 0.00 0.00
Venture Foreign Sales 0.00 0.00 0.00
Venture Heavy Machine 0.00 (150,325.00) 0.00
Farm & Country 0.00 0.00 0.00
Venture Real Estate 0.00 (54,000.00) 0.00
Tig Interiors 0.00 (10,626.89) (350.00)
Linden Creek 0.00 (222,021.52) (16,592.09)
UV Automotive 0.00 (1,485,197.88) 6,085.50
Chipawa Logistics 0.00 0.00 0.00
Shelby 0.00 0.00 0.00
Venture Sales 0.00 (4,312.37) 0.00
Long Term 0.00 0.00 0.00
Winget, Larry 0.00 0.00 0.00
Wyndgate 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (4,292,774.58) (330,594.85)
- ---------------------------------------------------------------------------------------
NET RECEIVABLE 96,574,361.53
- ---------------------------------------------------------------------------------------
Consolidated
1 of '46
VENTURE HOLDINGS COMPANY LLC
MOLD & ENGINEERING
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 12,344,012.52
Bailey - Conneaut (16,605.00)
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook (33,278.00)
Bailey - SMC Compound
Bailey - Madison
Experience Management (22,551,651.27)
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin 167,306,074.61
Venture Grand Blanc 15,195.50 (19,163.00)
Venture Grand Rapids 4,229,936.35
Venture GR - Hopkinsville
Venture Almont (49,657,180.82)
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing (264,000.00)
Venture Europe
Venture Holdings
Venture Service 7,319,534.79 (115,938,108.99)
Venture Europe
Venture EU
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 191,214,753.77 (188,479,987.08) 0.00
- ------------------------------------------------------------------------------------------
2,734,766.69
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 191,214,753.77 (188,479,987.08) 0.00
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) 16,071,089.65 (6,813,427.27)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Mold
2 of '46
Shelby
Venture Sales
Long Term
Winget, Larry
Wyndgate
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 16,071,089.65 (6,813,427.27) 0.00
- ------------------------------------------------------------------------------------------
Shelby
Venture Sales
Long Term
Winget, Larry
Wyndgate
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
Mold
3 of '46
VENTURE HOLDINGS COMPANY LLC
ALMONT
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 1,135,396.35
Bailey - Conneaut 906.66
Bailey - Hartford City
Bailey - Hillsdale 4,414.02
Bailey - Lancaster 311.67
Bailey - Portland
Bailey - Seabrook 377,333.50
Bailey - SMC Compound
Bailey - Madison
Experience Management (27,682,650.06)
Venture Industries - Groesbeck
Venture Industries - Harper 65,548.00
Venture Industries - Masonic
Venture Industries - Malyn 169,123.72
Venture Industries - Processing
Venture Industries - Admin 16,996,270.78
Venture Grand Blanc 2,447,088.77 348,127.91
Venture Grand Rapids 3,464,023.70 18,505.55
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering 49,657,180.82
Venture Canada
Vemco Leasing
Venture Leasing (106,380.00)
Venture Europe
Venture Holdings
Venture Service (41,117,908.32)
Venture Europe
Venture EU
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 74,077,293.92 (68,906,938.38) 606,937.53
- ------------------------------------------------------------------------------------------
5,170,355.54
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 74,077,293.92 (68,906,938.38) 606,937.53
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) 60,164.99 (642,461.80) 4,644,486.23
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries 168,350.70
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek 97,720.35
UV Automotive 112,096.41
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 60,164.99 (642,461.80) 5,022,653.69
- ------------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut (906.66)
Bailey - Hartford City
Bailey - Hillsdale (4,414.02)
Bailey - Lancaster (311.67)
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck (255.75)
Venture Industries - Harper (1,337.20)
Venture Industries - Masonic (536.25)
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc (348,127.91)
Venture Grand Rapids (18,505.55)
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES (372,265.81) (1,873.45) (255.75)
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES (372,265.81) (1,873.45) (255.75)
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) (13,000.00) (145,220.00)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine (150,400.00)
Farm & Country
Venture Real Estate (54,000.00)
Tig Interiors
Linden Creek (2,710.00)
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (220,110.00) (145,220.00)
- ------------------------------------------------------------------------------------------
Almont
4 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE CANADA
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck (3,041.28)
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin 15,154,880.32
Venture Grand Blanc
Venture Grand Rapids 1,295.66 (27.12) 4,813.07
Venture GR - Hopkinsville 45,862.41
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing (71,323.00)
Venture Europe
Venture Holdings
Venture Service (13,530,333.40)
Venture Europe
Venture EU
- ----------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 15,202,038.39 (13,601,683.52) 1,771.79
- ----------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 15,202,038.39 (13,601,683.52) 1,771.79
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) 14,851.90
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES 14,851.90 0.00 0.00
- ----------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc (4,468.32)
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 (4,468.32) 0.00
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 (4,468.32) 0.00
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive (13,257.01)
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (13,257.01) 0.00
- ---------------------------------------------------------------------------------------
Canada
5 of '46
VENTURE HOLDINGS COMPANY LLC
GRAND BLANC
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 534,927.13
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management (97,571,384.91)
Venture Industries - Groesbeck
Venture Industries - Harper 6,812.34
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin (102,348.41)
Venture Grand Blanc
Venture Grand Rapids 6,325.62
Venture GR - Hopkinsville
Venture Almont (2,447,088.77)
Venture Mold & Engineering 19,163.00 (15,195.50)
Venture Canada 4,468.32
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service (47,847,592.90)
Venture Europe
Venture EU
- ----------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 560,415.75 (147,983,610.49) 11,280.66
- ----------------------------------------------------------------------------------------
(147,423,194.74)
- ----------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 560,415.75 (147,983,610.49) 11,280.66
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) (205,829.98)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (205,829.98) 0.00
- ----------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale (1,598.50)
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook (17,960.00)
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck (3,876.48)
Venture Industries - Harper (4,580.00)
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 (28,014.98)
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 (28,014.98)
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
G Blanc
6 of '46
VENTURE HOLDINGS COMPANY LLC
GRAND RAPIDS
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 4,938,575.57 (1,595.00)
Bailey - Conneaut 6,901.30
Bailey - Hartford City 23,978.58
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management (33,533,981.23)
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin 357,088,926.56
Venture Grand Blanc (6,325.62)
Venture Grand Rapids 19,951,411.17 (19,978,857.77) (16,922.31)
Venture GR - Hopkinsville (1,400.41)
Venture Almont 3,088.96 (3,464,023.70)
Venture Mold & Engineering (4,229,936.35)
Venture Canada 27.16 (1,295.66)
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service (194,139,929.33)
Venture Europe
Venture EU
- ----------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 381,982,029.42 (255,357,345.07) 13,957.57
- ----------------------------------------------------------------------------------------
126,624,684.35
- ----------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 381,982,029.42 (255,357,345.07) 13,957.57
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) (299,327.00) 32,057.00
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries 42,071.45
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek 33,294.72
UV Automotive 22,033.44
Chipawa Logistics 24,644.10
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (299,327.00) 154,100.71
- ----------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut (3,398.11) (10,340.00)
Bailey - Hartford City
Bailey - Hillsdale 763.84
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck 3,041.28
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids 16,922.31
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada (4,813.07)
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ----------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 11,752.41 (9,576.16)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ----------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 11,752.41 (9,576.16)
- ----------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries (1,578,630.27) (49,331.57)
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors (140.45)
Linden Creek (216,746.13) (7,711.84)
UV Automotive (1,517.65)
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ----------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (1,795,516.85) (58,561.06)
- ----------------------------------------------------------------------------------
G Rapids
7 of '46
VENTURE HOLDINGS COMPANY LLC
HOPKINSVILLE
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management (31,642,942.99)
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin (774.40)
Venture Grand Blanc
Venture Grand Rapids 1,400.41
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada (45,862.41)
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service (9,496,695.38) 2,274.66
Venture Europe
Venture EU
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 1,400.41 (41,186,275.18) 2,274.66
- ------------------------------------------------------------------------------------------
(41,184,874.77)
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 1,400.41 (41,186,275.18) 2,274.66
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- -----------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- -----------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- -----------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------
Hopkins
8 of '46
VENTURE HOLDINGS COMPANY LLC
SERVICE COMPANY
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 117,662,592.01
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management 381,119,177.75
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic 9,534.25
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin (926,330,578.50)
Venture Grand Blanc 47,845,347.90
Venture Grand Rapids 194,139,927.34
Venture GR - Hopkinsville 9,496,695.38
Venture Almont 41,117,908.32
Venture Mold & Engineering 115,938,108.99 (7,319,534.79)
Venture Canada 13,530,333.40
Vemco Leasing 1,077,821.31 (972,000.00)
Venture Leasing 304,825,303.57 (3,468,669.15)
Venture Europe
Venture Holdings (723,531,512.67)
Venture Service
Venture Europe
Venture EU
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 1,226,762,750.22 (1,661,622,295.11) 0.00
- ------------------------------------------------------------------------------------------
(434,859,544.89)
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 1,226,762,750.22 (1,661,622,295.11) 0.00
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) 92,227,262.06 19,815.00
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries 17,940.25
Venture Africa 852,742.32 (750,000.00) 146,502.46
Venture Acquistions (1,297,660.00)
Realven (706,404.00)
Venture Global Gifu
VAC (1,402,358.92)
Venco Mgmnt
Venture Australia / Asian Pacific 4,915,379.85 (3,081,523.97)
Venture Foreign Sales
Venture Heavy Machine 205,165.34 (9,015,287.49)
Farm & Country
Venture Real Estate (339,600.00)
Tig Interiors
Linden Creek 36,648.72
UV Automotive 254,127.16
Chipawa Logistics
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville (2,274.66)
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 (2,274.66)
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 (2,274.66)
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors (1,371.04) (350.00)
Linden Creek
UV Automotive
Chipawa Logistics
Service
9 of '46
Shelby
Venture Sales (1,295,816.41) 6,125.06
Long Term 28,831,890.36
Winget, Larry
Wyndgate 1,186.15
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 127,032,439.93 (17,888,650.79) 482,344.80
- ------------------------------------------------------------------------------------------
Shelby
Venture Sales (4,312.37)
Long Term
Winget, Larry
Wyndgate
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (5,683.41) (350.00)
- ---------------------------------------------------------------------------------------
Service
10 of '46
VENTURE HOLDINGS COMPANY LLC
EXPERIENCE MANAGEMENT
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate 1,446,632.00 (1,389.20)
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin 172,615,512.79
Venture Grand Blanc 97,571,384.76
Venture Grand Rapids 33,536,178.81
Venture GR - Hopkinsville 31,642,942.99
Venture Almont 27,682,644.06
Venture Mold & Engineering 22,551,651.27
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service (381,130,243.01)
Venture Europe
Venture EU
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 387,046,946.68 (381,131,632.21) 0.00
- ------------------------------------------------------------------------------------------
5,915,314.47
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 387,046,946.68 (381,131,632.21) 0.00
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
Expr Mgmt
11 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE LEASING
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
A/R A/P TRADE ACCTS REC.
-------------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ------------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin 658,000.00 (658,000.00)
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont 106,380.00
Venture Mold & Engineering 264,000.00
Venture Canada 71,323.00
Vemco Leasing
Venture Leasing
Venture Europe 296,921,850.16
Venture Holdings (344,200.00)
Venture Service 3,483,669.15 (304,840,303.57)
Venture Europe
Venture EU 49,839.57
- ------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 301,555,061.88 (305,842,503.57) 0.00
- ------------------------------------------------------------------------------------------
(4,287,441.69)
- ------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 301,555,061.88 (305,842,503.57) 0.00
- ------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
UNBILLED REC'S ACCTS PAY TRADE UNRECORDED LIAB'S
----------------------------------------------------
DR (CR) DR (CR) DR (CR)
- ---------------------------------------------------------------------------------------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
- ---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Vent Lease
12 of '46
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ----------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ----------------------------------------------------------------------------------------
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
- ---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00
- ---------------------------------------------------------------------------------------
Vent Lease
13 of '46
VENTURE HOLDINGS COMPANY LLC
VEMCO LEASING
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
ACCTS
TRADE UNBILLED PAY UNRECORDED
A/R A/P ACCTS REC. REC'S TRADE LIAB'S
---------- ------------- ---------- -------- -------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
---------- ------------- ---------- -------- -------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service 975,000.00 (1,080,821.31)
Venture Europe
Venture EU
--------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 975,000.00 (1,080,821.31) 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------
TOTAL TRUST BALANCES 975,000.00 (1,080,821.31) 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
--------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------------
Vemco lease
14 of '46
VENTURE HOLDINGS COMPANY LLC
BAILEY CONSOLIDATED
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 31,171,490.88 (38,361,231.67) 0.00 0.00 0.00 0.00
Bailey - Conneaut 8,914,524.40 (7,578,510.39) 75,557.92 0.00 (18,595.86) (2,952.48)
Bailey - Hartford City 2,548,988.66 (2,177,961.72) 3,567.48 0.00 0.00 0.00
Bailey - Hillsdale 2,645,705.61 (4,665,931.26) 0.00 0.00 0.00 0.00
Bailey - Lancaster 20,394,103.25 (432,614.47) 14,427.97 0.00 (13,707.16) 0.00
Bailey - Portland 3,519,247.94 (1,241,941.58) 0.00 0.00 0.00 0.00
Bailey - Seabrook 10,919.71 (15,869,088.87) 0.00 0.00 0.00 0.00
Bailey - SMC Compound 7,005,752.69 (6,072,360.75) 0.00 0.00 (58,297.87) 0.00
Bailey - Madison 1,007,504.32 (818,340.62) 0.00 0.00 0.00 0.00
Experience Management 1,389.20 (1,446,632.00) 0.00 0.00 0.00 0.00
Venture Industries - Groesbeck 0.00 0.00 16,555.39 0.00 (1,475.00) 0.00
Venture Industries - Harper 0.00 0.00 0.00 0.00 (5,425.16) 0.00
Venture Industries - Masonic 0.00 0.00 0.00 0.00 0.00 0.00
Venture Industries - Malyn 0.00 0.00 0.00 0.00 7,469.49 0.00
Venture Industries - Processing 0.00 0.00 0.00 0.00 0.00 0.00
Venture Industries - Admin 72,270,075.74 0.00 0.00 0.00 0.00 0.00
Venture Grand Blanc 0.00 (534,927.13) 19,558.50 0.00 0.00 0.00
Venture Grand Rapids 0.00 (4,936,594.08) 12,974.27 0.00 (23,978.58) (6,901.30)
Venture GR - Hopkinsville 0.00 0.00 0.00 0.00 0.00 0.00
Venture Almont 0.00 (1,512,729.85) 0.00 0.00 0.00 0.00
Venture Mold & Engineering 49,883.00 (12,344,012.52) 0.00 0.00 0.00 0.00
Venture Canada 0.00 0.00 0.00 0.00 0.00 0.00
Vemco Leasing 0.00 0.00 0.00 0.00 0.00 0.00
Venture Leasing 0.00 0.00 0.00 0.00 0.00 0.00
Venture Europe 0.00 0.00 0.00 0.00 0.00 0.00
Venture Holdings 0.00 0.00 0.00 0.00 0.00 0.00
Venture Service 0.00 (117,660,549.51) 0.00 0.00 0.00 0.00
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 149,539,585.40 (215,653,426.42) 142,641.53 0.00 (114,010.14) (9,853.78)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany 0.00 0.00 0.00 0.00 0.00 0.00
Venture Verwaltungs 0.00 0.00 0.00 0.00 0.00 0.00
Venture Beteillgungs 0.00 0.00 0.00 0.00 0.00 0.00
Peguform GmbH 0.00 0.00 0.00 0.00 0.00 0.00
Peguform Iberica 0.00 0.00 0.00 0.00 0.00 0.00
Venture Service (to/from Int'l) 0.00 0.00 0.00 0.00 0.00 0.00
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 149,539,585.40 (215,653,426.42) 142,641.53 0.00 (114,010.14) (9,853.78)
------------------------------------------------------------------------------------------
0.00 0.00 0.00 0.00 0.00
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
Deluxe Pattern (AEC) 0.00 (45,950.00) 125,667.82 0.00 0.00 0.00
Sitco Ltd. 0.00 0.00 0.00 0.00 0.00 0.00
Acropolis 0.00 0.00 0.00 0.00 0.00 0.00
Atlantic Automotive 0.00 0.00 0.00 0.00 0.00 0.00
Harper Properties 0.00 0.00 0.00 0.00 0.00 0.00
M & M Services, Inc. 0.00 0.00 0.00 0.00 0.00 0.00
Metro Tool & Die 0.00 0.00 0.00 0.00 0.00 0.00
Millard Design 0.00 0.00 0.00 0.00 0.00 0.00
Nova Industries 0.00 0.00 0.00 0.00 (89,526.15) (85,886.15)
Venture Africa 0.00 0.00 0.00 0.00 0.00 0.00
Venture Acquistions 0.00 0.00 0.00 0.00 0.00 0.00
Realven 0.00 0.00 0.00 0.00 0.00 0.00
Venture Global Gifu 0.00 0.00 0.00 0.00 0.00 0.00
VAC 0.00 0.00 0.00 0.00 0.00 0.00
Venco Mgmnt 0.00 0.00 0.00 0.00 0.00 0.00
Venture Australia / Asian Pacific 0.00 0.00 900.00 0.00 0.00 0.00
Venture Foreign Sales 0.00 0.00 0.00 0.00 0.00 0.00
Venture Heavy Machine 0.00 0.00 0.00 0.00 75.00 0.00
Farm & Country 0.00 0.00 0.00 0.00 0.00 0.00
Venture Real Estate 0.00 0.00 0.00 0.00 0.00 0.00
Tig Interiors 0.00 0.00 0.00 0.00 0.00 0.00
Linden Creek 0.00 0.00 4,853.19 0.00 0.00 (7,734.63)
UV Automotive 0.00 0.00 0.00 0.00 (105,907.75) (9,697.56)
Chipawa Logistics 0.00 0.00 0.00 0.00 0.00 0.00
Shelby 0.00 0.00 0.00 0.00 0.00 0.00
Venture Sales 0.00 0.00 0.00 0.00 0.00 0.00
Windall Industries 0.00 0.00 0.00 0.00 0.00 0.00
Winget, Larry 0.00 0.00 0.00 0.00 0.00 0.00
Wyndgate 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (45,950.00) 131,421.01 0.00 (195,358.90) (103,318.34)
------------------------------------------------------------------------------------------
Bailey Consol
15 of '46
VENTURE HOLDINGS COMPANY LLC
CONNEAUT
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 1,153,481.91 (8,566,639.56)
Bailey - Conneaut
Bailey - Hartford City 57,107.11 3,567.48
Bailey - Hillsdale 2,583.23
Bailey - Lancaster (347,884.84) 17,811.57 (13,707.16)
Bailey - Portland
Bailey - Seabrook 3,159.25
Bailey - SMC Compound 6,362,178.93 (61,850.76)
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids 13,738.11 (6,901.30)
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering 16,605.00
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 7,595,115.43 (8,914,524.40) 35,117.16 0.00 (75,557.92) (6,901.30)
--------------
(1,319,408.97)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 7,595,115.43 (8,914,524.40) 35,117.16 0.00 (75,557.92) (6,901.30)
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Conneaut
16 of '46
VENTURE HOLDINGS COMPANY LLC
SEABROOK
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 15,857,790.93
Bailey - Conneaut (3,159.25)
Bailey - Hartford City 7,584.85 (7,760.46)
Bailey - Hillsdale 3,757.64
Bailey - Lancaster (6,683.53)
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc 17,960.00
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont (377,333.50)
Venture Mold & Engineering 33,278.00
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 15,902,411.42 (394,936.74) 17,960.00 0.00 0.00 0.00
--------------
15,507,474.68
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 15,902,411.42 (394,936.74) 17,960.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Seabrook
17 of '46
VENTURE HOLDINGS COMPANY LLC
HILLSDALE
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 4,666,142.80 (2,634,879.74)
Bailey - Conneaut (2,583.23)
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster (4,485.00)
Bailey - Portland
Bailey - Seabrook (3,757.64)
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck 16,555.39 (1,475.00)
Venture Industries - Harper (5,425.16)
Venture Industries - Masonic
Venture Industries - Malyn 7,469.49
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc 1,598.50
Venture Grand Rapids (763.84)
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 4,666,142.80 (2,645,705.61) 17,390.05 0.00 569.33 0.00
--------------
2,020,437.19
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 4,666,142.80 (2,645,705.61) 17,390.05 0.00 569.33 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Hillsdale
18 of '46
VENTURE HOLDINGS COMPANY LLC
MADISON
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 818,340.62 (941,930.95)
Bailey - Conneaut
Bailey - Hartford City (61,014.96)
Bailey - Hillsdale
Bailey - Lancaster (4,558.41)
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 818,340.62 (1,007,504.32) 0.00 0.00 0.00 0.00
--------------
(189,163.70)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 818,340.62 (1,007,504.32) 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Madison
19 of '46
VENTURE HOLDINGS COMPANY LLC
LANCASTER
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 49,206.05 (20,339,380.26)
Bailey - Conneaut 347,884.84 13,707.16 (18,595.86) 615.00
Bailey - Hartford City (42,575.12)
Bailey - Hillsdale 4,485.00
Bailey - Lancaster 6,683.53
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound 19,796.64 (5,464.34) 3,552.89
Bailey - Madison 4,558.41
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 432,614.47 (20,387,419.72) 13,707.16 0.00 (15,042.97) 615.00
--------------
(19,954,805.25)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 432,614.47 (20,387,419.72) 13,707.16 0.00 (15,042.97) 615.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Lancaster
20 of '46
VENTURE HOLDINGS COMPANY LLC
HARTFORD CITY
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 1,317,690.58 (2,484,296.70)
Bailey - Conneaut (57,107.11) (3,567.48)
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster 42,575.12
Bailey - Portland 125,143.48
Bailey - Seabrook 7,760.46 (7,584.85)
Bailey - SMC Compound 623,777.12
Bailey - Madison 61,014.96
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids (23,978.58)
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 2,177,961.72 (2,548,988.66) 0.00 0.00 (23,978.58) (3,567.48)
--------------
(371,026.94)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 2,177,961.72 (2,548,988.66) 0.00 0.00 (23,978.58) (3,567.48)
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Hartford
21 of '46
VENTURE HOLDINGS COMPANY LLC
PORTLAND
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 1,241,941.58 (3,394,104.46)
Bailey - Conneaut
Bailey - Hartford City (125,143.48)
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 1,241,941.58 (3,519,247.94) 0.00 0.00 0.00 0.00
--------------
(2,277,306.36)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 1,241,941.58 (3,519,247.94) 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
Portland
22 of '46
VENTURE HOLDINGS COMPANY LLC
SMC
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 6,066,896.41
Bailey - Conneaut (6,362,178.93) 61,850.76
Bailey - Hartford City (623,777.12)
Bailey - Hillsdale
Bailey - Lancaster 5,464.34 (19,796.64) (3,383.60)
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 6,072,360.75 (7,005,752.69) 58,467.16 0.00 0.00 0.00
--------------
(933,391.94)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 6,072,360.75 (7,005,752.69) 58,467.16 0.00 0.00 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
SMC
23 of '46
VENTURE HOLDING COMPANY LLC
BAILEY CORPORATE
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ----------- -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ----------- -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut 8,566,639.56 (1,153,481.87)
Bailey - Hartford City 2,484,296.70 (1,317,690.58)
Bailey - Hillsdale 2,634,879.74 (4,665,931.26)
Bailey - Lancaster 20,339,380.26 (49,206.05)
Bailey - Portland 3,394,104.46 (1,241,941.58)
Bailey - Seabrook (15,857,746.38)
Bailey - SMC Compound (6,066,896.41)
Bailey - Madison 941,930.95 (818,340.62)
Experience Management 1,389.20 (1,446,632.00)
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin 72,270,075.74
Venture Grand Blanc (534,927.13)
Venture Grand Rapids (4,936,594.08)
Venture GR - Hopkinsville
Venture Almont (1,135,396.35)
Venture Mold & Engineering (12,344,012.52)
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service (117,660,549.51)
Venture Europe
Venture EU
------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 110,632,696.61 (169,229,346.34) 0.00 0.00 0.00 0.00
--------------
(58,596,649.73)
------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 110,632,696.61 (169,229,346.34) 0.00 0.00 0.00 0.00
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) (45,950.00) 125,667.82
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries (89,526.15) (85,886.15)
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific 900.00
Venture Foreign Sales
Venture Heavy Machine 75.00
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek 4,853.19 (7,734.63)
UV Automotive (105,907.75) (9,697.56)
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (45,950.00) 131,421.01 0.00 (195,358.90) (103,318.34)
------------------------------------------------------------------------------------------
Bailey Corp
24 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNRECORDED
A/R A/P REC. UNBILLED REC'S ACCTS PAY TRADE LIAB'S
-------------- --------------- ------------ -------------- --------------- -----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ -------------- --------------- -----------
INTERCO COMPANY BALANCES
Bailey - Corporate 0.00 (72,181,862.20) 0.00 0.00 0.00 0.00
Bailey - Conneaut 0.00 0.00 0.00 0.00 0.00 0.00
Bailey - Hartford City 0.00 0.00 0.00 0.00 0.00 0.00
Bailey - Hillsdale 0.00 0.00 (569.33) 0.00 (13,344.14) (3,211.25)
Bailey - Lancaster 0.00 0.00 0.00 0.00 0.00 0.00
Bailey - Portland 0.00 0.00 0.00 0.00 0.00 0.00
Bailey - Seabrook 0.00 0.00 0.00 0.00 0.00 0.00
Bailey - SMC Compound 0.00 0.00 0.00 0.00 0.00 0.00
Bailey - Madison 0.00 0.00 0.00 0.00 0.00 0.00
Experience Management 0.00 (172,615,140.46) 0.00 0.00 0.00 0.00
Venture Industries - Groesbeck 0.00 0.00 124,670.97 (1,320.62) 9,456.38 4,307.70
Venture Industries - Harper 0.00 0.00 26,673.29 (726.18) (31,798.27) (14,816.04)
Venture Industries - Masonic 0.00 0.00 (3,247.79) 0.00 (32,076.42) (48,849.13)
Venture Industries - Malyn 0.00 0.00 18,396.73 0.00 (229.95) (242.16)
Venture Industries - Processing 0.00 0.00 12,423.23 (4,577.59) (59,803.25) (1,272.18)
Venture Industries - Admin 0.00 0.00 0.00 0.00 0.00 0.00
Venture Grand Blanc 102,348.41 0.00 8,456.48 0.00 (6,812.34) 0.00
Venture Grand Rapids 0.00 (357,149,692.28) 0.00 0.00 0.00 0.00
Venture GR - Hopkinsville 774.40 0.00 0.00 0.00 0.00 0.00
Venture Almont 0.00 (16,996,270.77) 2,119.20 0.00 (239,923.00) 5,251.28
Venture Mold & Engineering 0.00 (167,306,074.61) 0.00 0.00 0.00 0.00
Venture Canada 0.00 (15,154,880.32) 0.00 0.00 3,041.28 0.00
Vemco Leasing 0.00 0.00 0.00 0.00 0.00 0.00
Venture Leasing 329,000.00 (329,000.00) 0.00 0.00 0.00 0.00
Venture Europe 0.00 0.00 0.00 0.00 0.00 0.00
Venture Holdings 0.00 0.00 0.00 0.00 0.00 0.00
Venture Service 926,329,438.28 0.00 0.00 0.00 0.00 0.00
Venture Europe 0.00 0.00 0.00 0.00 0.00 0.00
Venture EU 0.00 0.00 0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 926,761,561.09 (801,732,920.64) 188,922.78 (6,624.39) (371,489.71) (58,831.78)
-------------------------------------------------------------------------------------------
Venture Europe (to/from Int'l) 0.00 0.00 0.00 0.00 0.00 0.00
Venture Germany 0.00 0.00 0.00 0.00 0.00 0.00
Venture Verwaltungs 0.00 0.00 0.00 0.00 0.00 0.00
Venture Beteillgungs 0.00 0.00 0.00 0.00 0.00 0.00
Peguform GmbH 0.00 0.00 0.00 0.00 0.00 0.00
Peguform Iberica 0.00 0.00 0.00 0.00 0.00 0.00
Venture Service (to/from Int'l) 0.00 0.00 0.00 0.00 0.00 0.00
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 926,761,561.09 (801,732,920.64) 107,901.97 (6,604.39) (368,893.48) (64,718.72)
-------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
Deluxe Pattern (AEC) 0.00 (3,678,605.35) 1,348,368.36 0.00 25,643.00 (2,406.00)
Sitco Ltd. 0.00 0.00 0.00 0.00 0.00 0.00
Acropolis 0.00 0.00 0.00 0.00 0.00 0.00
Atlantic Automotive 0.00 0.00 0.00 0.00 0.00 0.00
Harper Properties 0.00 (1,675,830.00) 0.00 0.00 0.00 0.00
M & M Services, Inc. 0.00 0.00 0.00 0.00 0.00 0.00
Metro Tool & Die 0.00 0.00 0.00 0.00 0.00 0.00
Millard Design 0.00 0.00 0.00 0.00 0.00 0.00
Nova Industries 0.00 0.00 202,591.46 0.00 (678,377.50) (36,894.54)
Venture Africa 0.00 0.00 0.00 0.00 0.00 0.00
Venture Acquistions 0.00 (591,589.90) 0.00 0.00 (32,400.00) 0.00
Realven 0.00 (108,999.99) 0.00 0.00 0.00 0.00
Venture Global Gifu 0.00 0.00 0.00 0.00 0.00 0.00
VAC 0.00 0.00 0.00 0.00 0.00 0.00
Venco Mgmnt 0.00 0.00 0.00 0.00 0.00 0.00
Venture Australia / Asian Pacific 0.00 0.00 0.00 0.00 0.00 0.00
Venture Foreign Sales 0.00 0.00 0.00 0.00 0.00 0.00
Venture Heavy Machine 0.00 0.00 0.00 0.00 0.00 0.00
Farm & Country 0.00 0.00 0.00 0.00 0.00 0.00
Venture Real Estate 0.00 0.00 0.00 0.00 0.00 0.00
Tig Interiors 0.00 0.00 0.00 0.00 (9,115.40) 0.00
Linden Creek 0.00 0.00 0.00 0.00 (2,565.39) (1,145.62)
UV Automotive 0.00 0.00 1,404,251.96 0.00 (1,366,033.12) 17,300.71
Chipawa Logistics 0.00 0.00 0.00 0.00 0.00 0.00
Shelby 0.00 0.00 0.00 0.00 0.00 0.00
Venture Sales 0.00 0.00 0.00 0.00 0.00 0.00
Windall Industries 0.00 0.00 0.00 0.00 0.00 0.00
Winget, Larry 0.00 0.00 0.00 0.00 0.00 0.00
Wyndgate 0.00 0.00 0.00 0.00 0.00 0.00
-------------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (6,055,025.24) 2,955,211.78 0.00 (2,062,848.41) (23,145.45)
-------------------------------------------------------------------------------------------
Industries cons
25 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES/HARPER
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
------- ------- ----------- --------- ---------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
------- ------- ----------- --------- ---------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale 5,425.16
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck 28,955.63 (1,320.62) (9,756.20) (1,275.00)
Venture Industries - Harper
Venture Industries - Masonic 364.22
Venture Industries - Malyn 8,789.99 (314.95)
Venture Industries - Processing 11,379.43 (4,046.67) (14,600.96)
Venture Industries - Admin
Venture Grand Blanc 4,580.00 (6,812.34)
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont 1,327.20 (65,548.00)
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
--------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 60,821.63 (5,367.29) (96,717.50) (1,589.95)
--------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
--------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 60,821.63 (5,367.29) (96,717.50) (1,589.95)
--------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
--------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------
Harper
26 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES/WK
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
------- ------- ----------- --------- ---------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
------- ------- ----------- --------- ---------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck 80,464.56 (295.20) 6,168.37
Venture Industries - Harper 20.00 (20.00) (321.30)
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing (1,979.73) (281.43)
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont 536.25
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
--------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 81,020.81 (20.00) (2,596.23) 5,886.94
--------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
--------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 81,020.81 (20.00) (2,596.23) 5,886.94
--------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
--------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------
27 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES/GROESBECK
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
------- ------- ----------- --------- ---------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
------- ------- ----------- --------- ---------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale 585.00 (13,344.14) (3,211.25)
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck (19,507.78) 19,507.78
Venture Industries - Harper 11,163.44 (132.24) (26,328.97) (3,841.29)
Venture Industries - Masonic (5,873.17) (32,076.42) (48,849.13)
Venture Industries - Malyn (229.95)
Venture Industries - Processing 1,116.59 (530.92) (34,528.61) (77.96)
Venture Industries - Admin
Venture Grand Blanc 3,876.48
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont 255.75
Venture Mold & Engineering
Venture Canada 3,041.28
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
--------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 (8,383.69) (663.16) (83,959.03) (55,979.63)
--------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
--------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 (8,383.69) (663.16) (83,959.03) (55,979.63)
--------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
--------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
--------------------------------------------------------------------
Groesbeck
28 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES/MALYN
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
------- ------- ----------- --------- ----------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
------- ------- ----------- --------- ----------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale (6,579.49)
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck 229.95
Venture Industries - Harper 314.95 (5,148.00) (3,641.99)
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing (72.79) (8,693.95) (912.79)
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont (174,375.00) 5,251.28
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 (6,107.38) 0.00 (188,216.95) 696.50
---------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 (6,107.38) 0.00 (188,216.95) 696.50
---------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------
Malyn
29 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES/MASONIC
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
------- ------- ----------- --------- ----------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
------- ------- ----------- --------- ----------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck 34,528.61 (585.67)
Venture Industries - Harper 15,174.90 (573.94) (7,332.76)
Venture Industries - Masonic 2,261.16
Venture Industries - Malyn 9,606.74 72.79
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 61,571.41 (573.94) 0.00 (7,845.64)
---------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 61,571.41 (573.94) 0.00 (7,845.64)
---------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------
Processing
30 of '46
VENTURE HOLDINGS COMPANY LLC
INDUSTRIES/ADMINISTRATION
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate (72,181,862.20)
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management (172,615,140.46)
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc 102,348.41
Venture Grand Rapids (357,149,692.28)
Venture GR - Hopkinsville 774.40
Venture Almont (16,996,270.77)
Venture Mold & Engineering (167,306,074.61)
Venture Canada (15,154,880.32)
Vemco Leasing
Venture Leasing 329,000.00 (329,000.00)
Venture Europe
Venture Holdings
Venture Service 926,329,438.28
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 926,761,561.09 (801,732,920.64) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
125,028,640.45
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
TOTAL TRUST BALANCES 926,761,561.09 (801,732,920.64) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC) (3,678,605.35) 1,348,368.36 25,643.00 (2,406.00)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties (1,675,830.00)
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries 202,591.46 (678,377.50) (36,894.54)
Venture Africa
Venture Acquistions (591,589.90) (32,400.00)
Realven (108,999.99)
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors (9,115.40)
Linden Creek (2,565.39) (1,145.62)
UV Automotive 1,404,251.96 (1,366,033.12) 17,300.71
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 (6,055,025.24) 2,955,211.78 0.00 (2,062,848.41) (23,145.45)
---------------------------------------------------------------------------------------
administration
31 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE EUROPE
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing (296,921,850.12)
Venture Europe
Venture Holdings 27,021,349.57
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 27,021,349.57 (296,921,850.12) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 27,021,349.57 (296,921,850.12) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Venture Europe
32 of '46
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe
33 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE EU
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing (49,839.57)
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 (49,839.57) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 (49,839.57) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Venture EU
34 of '46
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture EU
35 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE GERMANY
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Germany
36 of '46
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Germany
37 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE VERWALTUNGS
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture V.
38 of '46
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture V.
39 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE BETEILLGUNGS
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture B.
40 of '46
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture B.
41 of '46
VENTURE HOLDINGS COMPANY LLC
PEGUFORM GMBH
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing
Venture Europe
Venture Holdings
Venture Service
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Peguform
42 of '46
VENTURE HOLDINGS COMPANY LLC
VENTURE HOLDINGS
INTER COMPANY BALANCES / RELATED PARTY BALANCES
AS OF APR 03, 2004, 1ST QUARTER
TRADE ACCTS UNBILLED ACCTS PAY UNRECORDED
A/R A/P REC. REC'S TRADE LIAB'S
-------------- --------------- ------------ --------- ------------- ----------
DR (CR) DR (CR) DR (CR) DR (CR) DR (CR) DR (CR)
-------------- --------------- ------------ --------- ------------- ----------
INTERCO COMPANY BALANCES
Bailey - Corporate
Bailey - Conneaut
Bailey - Hartford City
Bailey - Hillsdale
Bailey - Lancaster
Bailey - Portland
Bailey - Seabrook
Bailey - SMC Compound
Bailey - Madison
Experience Management
Venture Industries - Groesbeck
Venture Industries - Harper
Venture Industries - Masonic
Venture Industries - Malyn
Venture Industries - Processing
Venture Industries - Admin
Venture Grand Blanc
Venture Grand Rapids
Venture GR - Hopkinsville
Venture Almont
Venture Mold & Engineering
Venture Canada
Vemco Leasing
Venture Leasing 344,200.00
Venture Europe (27,021,350.03)
Venture Holdings
Venture Service 723,531,286.84
Venture Europe
Venture EU
---------------------------------------------------------------------------------------
US INTERCO COMPANY BALANCES 723,875,486.84 (27,021,350.03) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
696,854,136.81
---------------------------------------------------------------------------------------
Venture Europe (to/from Int'l)
Venture Germany
Venture Verwaltungs
Venture Beteillgungs
Peguform GmbH
Peguform Iberica
Venture Service (to/from Int'l)
---------------------------------------------------------------------------------------
TOTAL PEGUFORM 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
TOTAL TRUST BALANCES 723,875,486.84 (27,021,350.03) 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES
Deluxe Pattern (AEC)
Sitco Ltd.
Acropolis
Atlantic Automotive
Harper Properties
M & M Services, Inc.
Metro Tool & Die
Millard Design
Nova Industries
Venture Africa
Venture Acquistions
Realven
Venture Global Gifu
VAC
Venco Mgmnt
Venture Australia / Asian Pacific
Venture Foreign Sales
Venture Heavy Machine
Farm & Country
Venture Real Estate
Tig Interiors
Linden Creek
UV Automotive
Chipawa Logistics
Shelby
Venture Sales
Windall Industries
Winget, Larry
Wyndgate
---------------------------------------------------------------------------------------
RELATED PARTY BALANCES 0.00 0.00 0.00 0.00 0.00 0.00
---------------------------------------------------------------------------------------
Venture Hldgs
43 of '46
EXHIBIT E
FIRST DAY MOTIONS
DATE
MOTION FILED
DEBTORS MOTION FOR ORDER (I) AUTHORIZING CONTINUED USE OF EXISTING (A) BANK 3/28/03
ACCOUNTS, (B) BUSINESS FORMS AND CHECKS, AND (C) CASH MANAGEMENT SYSTEM, (II)
AUTHORIZING THE CONTINUATION OF INTER COMPANY TRANSACTIONS AMONG DEBTOR AND
NON-DEBTOR AFFILIATES, AND (III) WAIVING THE INVESTMENT AND DEPOSIT REQUIREMENTS
OF SECTION 345(b) WITH EXHIBIT A AND EXHIBIT B
DEBTORS' MOTION FOR AN ORDER PURSUANT TO BANKRUPTCY RULE 1007 WAIVING CERTAIN 3/28/03
U.S. TRUSTEE OPERATING GUIDELINES AND EXTENDING THE TIME TO FILE SCHEDULES OF
ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS
MOTION FOR ENTRY OF STIPULATION AND INTERIM ORDER (I) AUTHORIZING CASH 3/28/03
COLLATERAL OF THE PRE PETITION AGENT, FOR AND ON BEHALF OF THE PRE PETITION
LENDERS PURSUANT TO 11 U.S.C. Sections 363 AND GRANT OT ADEQUATE PROTECTION
PURSUANT TO 11 U.S.C. Sections 363 AND 364 AND (II) SCHEDULING A FINAL HEARING
PURSUANT TO BANKRUPTCY RULE 4001(b) AND CONSENT ORDER (321799) WITH EXHIBIT A
MOTION FOR ENTRY OF ORDER AUTHORIZING DEBTORS IN POSSESSION TO ENTER INTO 3/28/03
POST-PETITION FINANCING AGREEMENT AND OBTAIN POST-PETITION FINANCING PURSUANT
TO Sections 363 AND Sections 364 OF THE BANKRUPTCY CODE AND PROVIDING ADEQUATE
PROTECTION AND GRANTING LIENS, SECURITY INTERESTS AND SUPER PRIORITY CLAIMS AND
AUTHORIZING DEBTORS TO ENTER INTO ACCESS AND ACCOMMODATION AGREEMENTS. WITH
EXHIBIT A
DEBTORS' MOTION FOR AN ORDER UNDER 11 U.S.C. Sections 105, 503(b), 507(a), AND 3/28/03
366 (I) PROHIBITING UTILITIES FROM ALTERING, REFUSING OR DISCONTINUING SERVICES
ON ACCOUNT OF PRE PETITION CLAIMS; (II) DEEMING UTILITIES ADEQUATELY ASSURED OF
FUTURE PERFORMANCE; AND (III) ESTABLISHING PROCEDURES FOR DETERMINING REQUESTS
FOR ADDITIONAL ADEQUATE ASSURANCE WITH EXHIBIT A
EMERGENCY INTERIM ORDER AUTHORIZING DEBTORS IN POSSESSION TO ENTER INTO 3/31/03
POST-PETITION FINANCING AGREEMENT AND OBTAIN POST-PETITION FINANCING PURSUANT TO
SECTION 363 AND 364 OF THE BANKRUPTCY CODE AND PROVIDING ADEQUATE PROTECTION AND
GRANTING LIENS, SECURITY INTERESTS AND SUPERPRIORITY CLAIMS AND USE OF CASH
COLLATERAL AND AUTHORIZING DEBTORS TO ENTER INTO ACCESS AND ACCOMMODATION
AGREEMENT. WITH EXHIBIT A
EMERGENCY INTERIM CASH COLLATERAL ORDER 3/31/03
ORDER GRANTING MOTION OF DEBTORS FOR AN ORDER PURSUANT TO SECTIONS 363(B) AND 3/31/03
105(A) OF THE BANKRUPTCY CODE
AUTHORIZING ACCELERATED PAYMENT OF PREPETITION WAGES, SALARIES, PAYROLL TAXES
AND OTHER COMPENSATION, EMPLOYEE BENEFITS AND REIMBURSABLE EMPLOYEE EXPENSES AND
CERTAIN OTHER RELIEF
INTERIM ORDER AUTHORIZING DEBTORS IN POSSESSION TO ENTER INTO POST-PETITION 4/4/03
FINANCING AGREEMENT AND OBTAIN POST-PETITION FINANCING PURSUANT TO SECTION 363
AND 364 OF THE BANKRUPTCY CODE AND PROVIDING ADEQUATE PROTECTION AND GRANTING
LIENS, SECURITY INTERESTS AND SUPERPRIORITY CLAIMS AND USE OF CASH COLLATERAL
AND AUTHORIZING DEBTORS TO ENTER INTO ACCESS AND ACCOMMODATION AGREEMENTS
ORDER GRANTING MOTION OF DEBTORS FOR AN ORDER PURSUANT TO SECTIONS 363(B) AND 4/4/03
105(A) OF THE BANKRUPTCY CODE AUTHORIZING ACCELERATED PAYMENT OF PREPETITION
WAGES, SALARIES, PAYROLL TAXES AND OTHER COMPENSATION, EMPLOYEE BENEFITS AND
REIMBURSABLE EMPLOYEE EXPENSES AND CERTAIN OTHER RELIEF
ORDER GRANTING DEBTORS' MOTION FOR ORDER(I) AUTHORIZING CONTINUED USE OF 4/4/03
EXISTING (A) BANK ACCOUNTS, (B) BUSINESS FORMS AND CHECKS, AND (C) CASH
MANAGEMENT SYSTEM, (II) AUTHORIZING THE CONTINUATION OF INTERCOMPANY
TRANSACTIONS AMONG DEBTORS AND NON-DEBTOR AFFILIATES, AND (III) WAIVING THE
INVESTMENT AND DEPOSIT REQUIREMENTS OF SECTION 345(B)
INTERIM CASH COLLATERAL ORDER 4/4/03
MOTION FOR AN ORDER UNDER 11 U.S.C. Sections 105(A), 365(A) AND 365(B) 4/7/03
AUTHORIZING CURE AND ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS RELATED TO
DEBTORS' BENEFITS PROGRAMS WITH EXHIBIT A
ORDER GRANTING DEBTORS MOTION FOR AN ORDER PURSUANT TO BANKRUPTCY RULE 1007 4/09/03
WAIVING CERTAIN U.S. TRUSTEE OPERATION GUIDELINES AND EXTENDING THE TIME TO FILE
SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS
ORDER UNDER 11 U.S.C. Sections 105, 362, 365, 503(b), 507(a) and 366(I) 4/11/03
PROHIBITING UTILITIES FROM ALTERING, REFUSING OR DISCONTINUING SERVICES OF
ACCOUNT OF PRE PETITION CLAIMS; (II) DEEMING UTILITIES ADEQUATELY ASSURED OF
FUTURE PERFORMANCE; AND (III)ESTABLISHING PROCEDURES FOR DETERMINING REQUESTS
FOR ADDITIONAL ADEQUATE ASSURANCE WITH AFFIDAVIT OF TRUMBULL ASSOCIATES FOR
SERVICE OF ORDER.
MOTION OF THE DEBTORS FOR AN ADMINISTRATIVE ORDER ESTABLISHING PROCEDURES FOR 4/15/03
INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS WITH EXHIBIT
A.
STIPULATED ORDER AUTHORIZING CONTINUED USE OF CASH MANAGEMENT SYSTEM, INCLUDING 4/16/03
BANK ACCOUNTS, BUSINESS FORMS AND CHECKS AND AUTHORIZING THE CONTINUATION OF
INTERCOMPANY TRANSACTIONS PURSUANT TO CERTAIN AGREED UPON CONDITIONS
DEBTORS' MOTION FOR AN ORDER AUTHORIZING LIMITED NOTICE PROCEDURES WITH RESPECT 4/22/03
TO ALL PROCEEDINGS WITH EXHIBIT A
DEBTORS' MOTION FOR AN ORDER UNDER 11 U.S.C. Sections 105(A), 362, 503(B) AND 546 4/25/03
ESTABLISHING PROCEDURES WITH RESPECT TO RECLAMATION CLAIMS AND PROHIBITING THIRD
PARTIES FROM RECLAIMING GOODS OR INTERFERING WITH THE DELIVERY OF GOODS TO THE
DEBTORS WITH EXHIBIT A.
EXHIBIT F
VENTURE HOLDINGS COMPANY LLC
ESTIMATED PROCEEDS UNDER CHAPTER 7 LIQUIDATION
(ACTUAL US$)
VENTURE HOLDINGS COMPANY, LLC
LIQUIDATION ANALYSIS
BOOK VALUE AS OF MARCH
31, 2004 ESTIMATED
(NOTE 1) ESTIMATED BASELINE LIQUIDATION VALUE
ASSETS NOTE (UN-AUDITED) RECOVERY % (UN-AUDITED)
------ ---- ---------------------- ------------------ -----------------
Cash & Cash Equivalents 2 $ (0) 100% (0)
Accounts Receivable
Trade 3 $ 21,593,796 75% 16,195,347
Tooling 4 $ 12,375,161 75% 9,281,371
Related Party 5 $ 104,807,179 5% 5,240,359
InterCompany 6 $ 24,812,007 3% 750,000
Inventory 7
Production
Raw Material $ 10,894,120 59% 6,442,039
Work-in-Process $ 1,860,467 5% 93,023
Finished Goods $ 8,172,324 75% 6,129,243
Tooling
Raw Material $ - 10% -
Work-in-Process $ 20,818,237 10% 2,081,824
Unbilled Revenue & Finished Goods $ 10,033,370 50% 5,016,685
Prepaid & Other Current Assets 8 $ 28,677,115 0% -
Property Plant & Equipment - Net 9
Land, Building, & Improvements $ 34,948,949 56% 19,466,488
Machinery and Equipment $ 83,984,137 10% 8,398,414
Tooling/Molds $ 2,481,983 0% -
Office and Trans Equipment $ 1,711,028 10% 171,103
CIP $ 22,354,702 0% -
Capital Leases $ 1,442,396 0% -
Other Assets 10 $ 75,118,205 0% -
Equity Interest in Subs. 11 -
----------- ----------
PROCEEDS AVAILABLE TO CREDITORS 466,085,174 79,265,894
=========== ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE LIQUIDATION ANALYSIS.
EXHIBIT F (CONTINUED)
VENTURE HOLDINGS COMPANY LLC
ESTIMATED PROCEEDS UNDER CHAPTER 7 LIQUIDATION
(ACTUAL US$)
VENTURE HOLDINGS COMPANY, LLC
LIQUIDATION ANALYSIS
ESTIMATED ESTIMATED
ESTIMATED DOLLAR PERCENT
NOTE ALLOWABLE CLAIM RECOVERY RECOVERY
---- --------------- --------------- ---------
COSTS ASSOCIATED WITH LIQUIDATION
Trustee Fees 12 2,377,977 2,377,977 100%
Professional Fees and Winddown Costs 13 5,548,613 5,548,613 100%
--------------- ---------------
TOTAL CHAPTER 7 LIQUIDATION EXPENSES 7,926,589 7,926,589 100%
--------------- ---------------
REMAINING PROCEEDS AFTER LIQUIDATION EXPENSES 71,339,305
===============
SUPERPRIORITY ADMINISTRATIVE CLAIMS
DIP Loan 14 $ 45,010,000 45,010,000 100%
Professional Fees Carve-Out $ 3,500,000 3,500,000 100%
--------------- ---------------
REMAINING AFTER SUPERPRIORITY ADMINISTRATIVE CLAIMS $ 48,510,000 22,829,305
--------------- ---------------
BANK PRE-PETITION PRIORITY CLAIMS
LIFO Layer 15 $ 6,000,000 6,000,000 100%
---------------
REMAINING AFTER LIFO LAYER $ 16,829,305
---------------
BANK PRE-PETITION CLAIMS 16
Revolver $ 163,950,000 6,584,694 4.02%
Term A $ 24,514,000 984,551 4.02%
Term B $ 180,813,000 7,261,959 4.02%
Term C $ 49,750,000 1,998,100 4.02%
Capital Leases $ - - 4.02%
--------------- ---------------
TOTAL SECURED DEBT $ 419,027,000 $ 16,829,305
--------------- ---------------
DIVIDEND PERCENTAGE TO SECURED CLAIMS 4.02%
REMAINING PROCEEDS AFTER SECURED DEBT -
===============
CHAPTER 11 ADMINISTRATIVE CLAIMS 17
Accrued Senior Debt Interest $ 12,059,305 - 0%
Accrued Professional Fees $ 9,376,538 - 0%
--------------- ---------------
REMAINING AFTER ADMINISTRATIVE CLAIMS $ 21,435,843 -
--------------- ---------------
DIVIDEND PERCENTAGE TO ADMINISTRATIVE CLAIMS 0.00%
PRIORITY CLAIMS 18
Accrued Wages & Employee Benefits $ 8,201,295 - 0%
Post-Petition Trade Debt $ 11,661,291 - 0%
Taxes $ 17,571,837 - 0%
--------------- ---------------
TOTAL PRIORITY CLAIMS $ 37,434,423 $ -
--------------- ---------------
DIVIDEND PERCENTAGE TO PRIORITY CLAIMS 0.00%
REMAINING PROCEEDS AFTER PRIORITY CLAIMS -
===============
UNSECURED CLAIMS 19
9.5% notes $ 205,000,000 - 0%
11% Notes $ 125,000,000 - 0%
12% Notes $ 125,000,000 - 0%
Accrued Noteholder Interest $ 38,425,676 - 0%
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE LIQUIDATION ANALYSIS.
FOOTNOTES TO LIQUIDATION ANALYSIS
A summary of the assumptions used by the Debtors' management and CM&D in
preparing the Liquidation Analysis is set forth below.
XIV. NOTE 1: BOOK VALUE
Unless otherwise noted, the book values used in this Liquidation Analysis
are the unaudited book balances as of March 31, 2004, and are assumed to be
representative of the Debtors' assets and liabilities as of the date of a
potential liquidation.
XV. NOTE 2: CASH AND CASH EQUIVALENTS
Cash consists of all cash in banks or operating accounts and liquid
investments with maturities of three months or less. Cash is assumed to be fully
recoverable.
XVI. NOTE 3: ACCOUNTS RECEIVABLE - TRADE
Trade accounts receivable are comprised of third party receivables related
to the company's primary business. The trade receivables have been discounted by
25% based on normal collection risk and the possibility that the customers of
the company could incur significant costs to resource all of the current
business. Generally, purchase orders allow the customers to offset current
receivables for special and consequential damages related to resourcing and
supply interruption as well as claims in the normal course of business such as
warranty claims or quality claims. Certain customers have waived the right to
offset current receivables for special and consequential damages related to
resourcing and supply interruption.
XVII.
XVIII. NOTE 4: ACCOUNTS RECEIVABLE - TOOLING
Tooling receivables are comprised of the trade receivables for Venture
Mold and Engineering and Almont, which use the completed contract method of
accounting. All tooling receivables have received final PPAP approval from the
customer and therefore, are assumed collectable. Due to normal collection risk,
customer approval on engineering changes, and potential mold maker liens the
amount was discounted 25%.
XIX. NOTE 5: ACCOUNTS RECEIVABLE - RELATED PARTY
Substantially all of the Related Party receivables are comprised of
amounts due from Deluxe Pattern Corporation ("Deluxe") and Venture Sales and
Engineering ("VS&E"). Both entities are wholly owned by Larry Winget. Based on
the short-term cash forecasts for Deluxe and VS&E these amounts are deemed to
have no value in liquidation.
A portion of the receivable due from Deluxe is the result of design and
engineering work performed by Deluxe. These costs are typically recovered via a
portion of the piece price of all parts sold using the design. Because it is
anticipated that Deluxe will not be able to repay the related party balances
owed to the Debtors, the Debtors would receive an assignment of these design and
engineering claims. A discount rate of 95% was used.
XX. NOTE 6: ACCOUNTS RECEIVABLE - INTER-COMPANY
The proceeds from the liquidation of inter-company receivables were
calculated by performing liquidation analyses on the European entities
controlled by the Debtors, including the re-acquired France operations. As such
entities are not subject to the jurisdiction of the United States Bankruptcy
Court, all local creditors of each legal entity would have to be paid prior to
proceeds being remitted back to the Debtors. The amounts presented represent
excess proceeds that would be available to the Debtors, up to the amount of the
Debtors' receivable.
Due to a significant reduction in revenue in the U. K. operations,
management expects to cease operations in the U. K. on June 30, 2004. Management
estimates that proceeds from the orderly liquidation of assets, following
required payments, including those for payroll and trade creditors, will provide
approximately $750,000 to the Debtors.
The French operations require funding of approximately $5.0 million for
capital equipment requirements. These funds have not been committed and sources
of the funds have not been identified. If funding is not obtained for the
capital requirements, there is a risk of interrupting production. Therefore, the
value available to creditors is assumed to be zero.
In a liquidation, it is expected that the operations in the Czech Republic
would be sold as a going concern. As part of the transfer of the Czech Republic
from Venture Beteillgungs GmbH to Venture EU Corporation and Venture Peguform
S.r.o., there is an obligation of approximately $51.3 million, including accrued
interest to Venture Beteiilgungs GmbH, which is controlled by the Administrator.
After taking into account this obligation and those owed to local creditors, the
Debtors would not expect to receive any value from such a sale.
XXI. NOTE 7: INVENTORY
Production inventory consists primarily of material used in the production
of automotive parts. Raw material was discounted by approximately 31% based on a
weighted average of the percentages applied to each of the raw material
components. Raw material is comprised of resin, regrind, compounds, components,
paint and packaging. These components were discounted 50%, 100%, 25%, 25%, 75%
and 25%, respectively. Inventory in the work-in-process stage was discounted 95%
as substantial collection during a liquidation is extremely unlikely. Finished
goods inventory was discounted by 25%. Certain customers have provided
accommodations under which they are required to purchase useable and
merchantable raw material and finished goods. These accommodations provide
substantial value for the Debtors in a liquation.
Due to the difficulty and cost to the customers in moving in process tools
to an alternate supplier, tooling inventory was discounted by 90%, 90%, and 50%,
respectively for raw material, work-in-process, and unbilled revenue & finished
goods.
XXII. NOTE 8: PREPAID AND OTHER CURRENT ASSETS
Prepaid and other current assets are comprised of mostly prepaid rents and
commissions to related parties. These amounts are offset by a corresponding
accrued liability on the books, and are not considered collectable.
XXIII. NOTE 9: PROPERTY PLANT AND EQUIPMENT
Property, plant and equipment is comprised of the following assets and was
discounted by the amounts listed in the table below:
Discount
A. Asset Type Factor
------------- --------
Land, Building, & Improvements 44%
Machinery and Equipment 90%
Tooling/Molds 100%
Office and Transportation Equipment 90%
CIP 100%
Capital Leases 100%
The discount factor for land, building and improvements was determined by
reviewing appraisals that were performed in December 2003 on eight of the
Debtors' facilities. The liquidation value of the appraisals was 56% of the
Debtors' book value for land, buildings, and improvements associated with the
specific properties. This percentage was applied to all of the Debtors' land,
buildings and improvements.
An appraisal for machinery and equipment was performed in December 2003.
Based upon the results of that appraisal, machinery and equipment was discounted
90%. All other asset types were discounted based on age and condition, industry
capacity, and the forced nature and short time frame of a liquidation.
XXIV. NOTE 10: OTHER ASSETS
Other assets are comprised mostly of deferred taxes, amounts due from
related parties, and financing costs. Based on the nature of these assets they
are assumed to have no value in liquidation.
XXV. NOTE 11: EQUITY INTEREST
Equity Interests in the Debtors' non-North American subsidiaries were
calculated in the manner described in Note 6, and represent any amounts over and
above the distributions for inter-company receivables. Therefore, the proceeds
available in a Chapter 7 liquidation is assumed to be zero.
Due to a lack of clarity and reported deteriorating performance, an
estimate of value of the Peguform asset, currently under control of the
Administrator, would be speculative at best. Therefore, the value available to
Creditors from the Peguform asset is assumed to be zero.
XXVI. NOTE 12: TRUSTEE FEES
Fees for a Bankruptcy Trustee were estimated to be 3% of all funds
available for distribution to parties in interest per the limits established
under Section 326 of the Bankruptcy Code.
XXVII. NOTE 13: PROFESSIONAL FEES AND WIND DOWN COSTS
Chapter 7 professional fees and wind down costs were estimated to be 7% of
all funds available for distribution to parties in interest. These fees include
compensation of counsel and other professionals retained by a Bankruptcy
Trustee, asset disposition expenses, applicable taxes, litigation costs, and
claims arising from the operation of the Debtors during the dependency of the
Chapter 7 case.
XXVIII. NOTE 14: SUPER PRIORITY CLAIMS
Super priority claims consist of the amounts outstanding under the Amended
and Restated Post-Petition Credit Facility as of March 31, 2004 and the $3.5
million professional fee carve-out.
XXIX. NOTE 15: BANK PRE-PETITION PRIORITY CLAIMS
Bank pre-petition priority claims consists of the secured bank debt
advanced under the revolving credit loans and swing loans following the
Sixth Amendment to Credit Agreement dated June 27, 2002. This debt,
totaling approximately $6.0 million and commonly referred to as the "LIFO
Layer", is senior in right of payment of collateral proceeds relative to
all other pre-petition bank claims.
XXX. NOTE 16: PRE-PETITION BANK SECURED CLAIMS
Pre-Petition Bank Secured Claims are the amount of outstanding principal
and accrued interest under the Credit Agreement dated as of May 27, 1999, as was
amended from time to time, less the Bank Pre-Petition Priority Claims discussed
in Note 15.
XXXI. NOTE 17: CHAPTER 11 ADMINISTRATIVE CLAIMS
Chapter 11 administrative claims consists of post-petition accrued
interest due to the holders of Bank Secured Claims for adequate protection
and accrued post-petition professional fees.
XXXII. NOTE 18: PRIORITY CLAIMS
Under Section 507 of the Bankruptcy Code, claims for Accrued Salaries,
Wages, and Benefits are limited to $4,650 per employee. With approximately 2,500
U.S. employees, the book balance of $8,201,295 is well under this cap.
XXXIII. NOTE 19: UNSECURED CLAIMS
The March 31, 2004 book value was used for all Unsecured Claims. As a
result, contingent claims and disputed claims, such as those made by the
Administrator, are not included.
EXHIBIT G
PROJECTED FINANCIAL STATEMENTS
G-1
VENTURE HOLDINGS COMPANY
MODEL VERSION 10.1
HIGH-LEVEL ASSUMPTIONS SUMMARY
Income Statement
- - April CSM volume data was used to drive revenue assumptions.
- - New programs were run using the same margin assumptions as those which
were defined in previous versions. It is assumed that the programs will
run at the Grand Blanc facility. The additional programs included:
- About $36.0 million in 2005 revenue, ramping up to $118.0
million by 2008.
- EBITDA impact of $26.5 million in 2008.
- Additional fixed costs of $5.8 million.
- Capex requirements of $20.5 million.
- - Assumed Grand Blanc will run a portion of new business
- - Seabrook will stay open and will need new business of at least $50
million.
- - All cost savings initiatives and plant rationalization efficiencies from
the previous model have been removed.
- - Vendor cost reductions have been removed.
- - Restructuring charges at exit are all expensed at that time and include
the following:
- Management & professional success fees - $7.7 million
- BankOne fees - $2.1 million which is half a point on the
restructured debt
- Exit financing fees - $3.0 million
- - Assumed base interest rate increases by 100 basis points by 3rd quarter of
2005.
- - Grand Rapids is currently planned to be closed, which represents an
opportunity in the model, as the model does not contain this assumption.
- - Per the exit term sheet, progress payments will be made by the customers
on all new tooling business. This is a fairly substantial working capital
opportunity, but is not modeled at this time.
Balance Sheet
- - Accrued professional fees of approx. $17 million are paid in full at exit
- - OEM accounts receivable continue on 5-day terms through 2006, when they
are assumed to go to 15-day terms.
- - Pre-petition trade creditors receive equity in the amount of their claim.
It is assumed that upon exit, trade grants 15-day terms, building to
30-day terms by the second quarter of `05. Depending on the vendors'
appetite for granting such terms, this could be either a risk or an
opportunity to the company.
- - A refinance of the DIP is expected for June 1st, with an exit from
Bankruptcy June 30th.
- - The capital structure at exit is as follows:
- Senior term loan - $200 million
- Junior term loan - $50 million
- Exit term loan - $80 million
- Priority Note - $10 million
- Exit revolver - $30 million
- Preferred Stock - $175 million with a 15% annual PIK feature
- - Priority note of $10.125 million covers $8 million of accrued pre-petition
interest and $2.125 million in exit fees on pre-petition debt, and is paid
off in June of 2005.
- - Cash interest on Senior Term, Junior Term, and Priority Note are accrued
through the first quarter of '05, and paid in June of '05.
- - $8.3 million of $16.3 million accrued interest on pre-petitio n senior
debt paid at exit.
VENTURE HOLDINGS COMPANY
PROJECTION MODEL SUMMARY SHEET
Restructured
INCOME STATEMENT
Q1 Q2 Q3 Q4 2003 Q1 Q2 Q3 Q4 2004 2005
-- -- -- -- ---- -- -- -- -- ---- ----
Revenue 148,772 140,459 108,208 112,471 509,910 120,236 111,865 125,136 146,975 504,212 543,988
Variable Costs 116,563 109,487 90,419 86,514 402,983 97,670 83,344 98,363 108,941 388,318 412,771
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Contribution Margin 32,209 30,972 17,789 25,957 106,926 22,566 28,521 26,773 38,033 115,894 131,217
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
21.6% 22.1% 16.4% 23.1% 21.0% 18.8% 25.5% 21.4% 25.9% 23.0% 24.1%
Fixed Costs 11,259 10,701 10,031 7,829 39,820 9,865 10,516 10,752 10,707 41,841 39,038
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Gross Profit 20,950 20,270 7,758 18,128 67,106 12,701 18,006 16,021 27,326 74,053 92,179
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Other Expenses 6,044 4,939 6,742 9,092 26,817 7,482 5,200 6,711 6,906 26,299 21,699
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
EBITDA 14,906 15,331 1,016 9,036 40,289 5,219 12,805 9,310 20,420 47,754 70,480
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= =======
10.0% 10.9% 0.9% 8.0% 7.9% 4.3% 11.4% 7.4% 13.9% 9.5% 13.0%
2006 2007 2008
---- ---- ----
Revenue 500,499 512,158 473,276
Variable Costs 385,174 396,484 367,654
------- ------- -------
Contribution Margin 115,325 115,674 105,622
------- ------- -------
23.0% 22.6% 22.3%
Fixed Costs 40,557 41,811 40,853
------- ------- -------
Gross Profit 74,768 73,863 64,769
------- ------- -------
Other Expenses 23,061 24,703 26,067
------- ------- -------
EBITDA 51,707 49,161 38,702
======= ======= =======
10.3% 9.6% 8.2%
BORROWING BASE AVAILABILITY
Borrowing Revolver Excess Cash
Base Balance Availablility Balance
---- ------- ------------- -------
Month End JAN-03 48,989 - 42,289 (0)
.. FEB-03 55,000 - 48,300 1,846
.. MAR-03 55,000 - 48,300 (1)
.. APR-03 55,000 - 47,925 (6)
.. MAY-03 55,000 - 47,550 (3)
.. JUN-03 55,000 - 46,800 (0)
.. JUL-03 55,000 - 51,800 (0)
.. AUG-03 55,000 - 51,425 (2)
.. SEP-03 55,000 - 50,675 (1)
.. OCT-03 55,000 30,193 20,482 (2)
.. NOV-03 55,000 30,635 19,665 (2)
.. DEC-03 55,000 28,062 25,238 739
.. JAN-04 55,000 39,096 13,337 0
.. FEB-04 55,000 42,543 9,724 0
.. MAR-04 55,000 45,010 7,090 (1)
.. APR-04 55,000 39,682 12,251 (0)
.. MAY-04 55,000 42,649 9,117 -
.. JUN-04 75,000 3,662 67,938 0
.. JUL-04 30,000 14,596 11,838 -
.. AUG-04 30,000 17,023 9,244 -
.. SEP-04 30,000 13,681 12,419 -
.. OCT-04 30,000 13,251 12,683 -
.. NOV-04 30,000 11,854 13,912 -
.. DEC-04 30,000 11,169 16,431 -
Qtr End MAR-05 30,000 5,962 21,138 (0)
.. JUN-05 30,000 8,928 17,672 (0)
.. SEP-05 30,000 14,426 11,674 (0)
.. DEC-05 30,000 - 27,600 9,962
.. MAR-06 30,000 - 27,600 22,465
.. JUN-06 30,000 - 27,600 10,614
.. SEP-06 30,000 - 27,600 8,523
.. DEC-06 30,000 - 27,600 15,416
Year End DEC-07 30,000 - 27,600 7,243
.. DEC-08 30,000 - 27,600 8,361
3 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY
ACCOUNTS PAYABLE CASH FLOW ANALYSIS
(IN $000'S)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Days Payable Assumption - 15 15 15 15 15 15 15 15 15 15 15
Revolver Balance 39,096 42,543 45,010 39,682 42,649 3,662 14,596 17,023 13,681 13,251 11,854 11,169
Excess Availability/(Shortfall) 13,337 9,724 7,090 12,251 9,117 67,938 11,838 9,244 12,419 12,683 13,912 16,431
Cash Balance 0 0 (1) (0) - 0 - - - - - -
MAR-05 JUN-05 SEP-05 DEC-05 MAR-06 JUN-06 SEP-06 DEC-06 12/31/2007 12/31/2008
------ ------ ------ ------ ------ ------ ------ ------ ---------- ----------
Days Payable Assumption 15 30 30 30 30 30 30 30 30 30
Revolver Balance 5,962 8,928 14,426 - - - - - - -
Excess Availability/(Shortfall) 21,138 17,672 11,674 27,600 27,600 27,600 27,600 27,600 27,600 27,600
Cash Balance (0) (0) (0) 9,962 22,465 10,614 8,523 15,416 7,243 8,361
VENTURE HOLDINGS COMPANY
CAPITAL STRUCTURE SUMMARY
($000'S)
Pre-Exit Post-Exit
-------- ---------
Senior Secured Debt:
Term A 24,514
Term B 180,813
Term C 49,750
Revolver 169,923
Senior Term 200,000
Junior Term 50,000
Preferred Stock 175,000
--------- ---------
425,000 425,000
--------- ---------
Bond Debt:
9.5% Notes 205,000
11% Notes 125,000
12% Notes 125,000
Accrued Interest 38,426
Common Stock 493,426
--------- ---------
493,426 493,426
--------- ---------
DIP / Exit Financing:
DIP/Admin Claims (See Rest. Summary) 93,787
Priority Note 10,125
Revolver Balance 3,662
Exit Term Loan 80,000
--------- ---------
Total Debt 1,012,213 343,787
--------- ---------
Additional Equity 668,426
--------- ---------
1,012,213 1,012,213
========= =========
Memo: Revolver Commitment 55,000 30,000
VENTURE HOLDINGS COMPANY
RESTRUCTURING SUMMARY
($000'S)
DIP Exit
30-Jun 1-Jul
------ -----
DIP/Exit Balance:
Revolver / (Cash) Balance - June 1 42,649
June Uses 5,527
--------- ------
Revolver / (Cash) Balance - Pre Exit 48,176 -
--------- ------
Uses at Close:
Exit Fees:
Management & Professional Success Fees 7,650
BankOne Fees 2,125
Exit Financing Charges 3,000
Payment of Accrued Senior Debt Interest 16,247
Accrued Professional Fees & Other 16,589
Priority Note 10,125
Revolver Balance 3,662
Term Loan 80,000
--------- ------
Net Cash 45,611 93,787
--------- ------
93,787 93,787
========= ======
Note: Revolver Availability 55,000 30,000
VENTURE HOLDINGS COMPANY
PROJECTION MODEL SUMMARY SHEET
INCOME STATEMENT SUMMARY
($000'S)
2003 2004 2005 2006 2007 2008
---- ---- ---- ---- ---- ----
Revenue 509,910 504,212 543,988 500,499 512,158 473,276
Variable Costs 402,983 388,318 412,771 385,174 396,484 367,654
-------- ------- ------- ------- ------- -------
Contribution Margin 106,926 115,894 131,217 115,325 115,674 105,622
-------- ------- ------- ------- ------- -------
Fixed Costs 39,820 41,841 39,038 40,557 41,811 40,853
-------- ------- ------- ------- ------- -------
Gross Profit 67,106 74,053 92,179 74,768 73,863 64,769
-------- ------- ------- ------- ------- -------
Other Expenses 208,885 129,232 97,510 95,893 92,986 93,513
Tax 475 11 - - - -
-------- ------- ------- ------- ------- -------
Net Income (142,254) (55,190) (5,331) (21,125) (19,123) (28,744)
-------- ------- ------- ------- ------- -------
Add:
Interest 45,493 42,529 45,780 44,836 41,996 42,295
Taxes 2,565 1,990 2,217 2,283 2,352 2,422
D & A 38,237 35,621 33,887 32,882 31,579 30,605
Restructuring 28,588 27,186 150 150 150 150
Other 67,660 (4,381) (6,223) (7,319) (7,793) (8,027)
-------- ------- ------- ------- ------- -------
EBITDA 40,289 47,754 70,480 51,707 49,161 38,702
======== ======= ======= ======= ======= =======
- - - - - -
VENTURE HOLDINGS COMPANY
CASH FLOW SUMMARY
($000'S)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Revolver (Cash) Balance - Beginning 27,323 39,096 42,543 45,011 39,682 42,649 3,662 14,596 17,023 13,681
Net Income (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 (1,146)
Depreciation & Amortization 2,819 2,803 2,962 3,045 3,054 3,064 3,023 2,967 2,968 2,971
Working Capital:
Accounts Receivable (7,248) (3,180) (2,896) 7,562 (10,062) (542) 5,216 (4,456) (2,859) 2,108
Inventory (3,066) (2,763) 3,681 (3,772) 7,549 (309) (11,248) (1,169) (2,450) (7,463)
Accounts Payable 165 3,592 (2,288) 4,986 17 (69,297) 617 384 1,437 1,034
Other 6,621 2,877 2,538 4,201 4,566 (33,051) 2,840 1,729 2,578 2,928
------- ------ ------ ------ ------- -------- ------- ------ ------ ------
Total Working Capital (3,528) 526 1,035 12,976 2,070 (103,199) (2,575) (3,512) (1,293) (1,394)
------- ------ ------ ------ ------- -------- ------- ------ ------ ------
Capex (1,539) (2,734) (2,439) (4,848) (4,378) (3,332) (500) - (50) -
Financing Activities 37 - 80 - - 158,634 - - - -
Other Cash Adjustments (82) (21) 7 - - - - - - -
------- ------ ------ ------ ------- -------- ------- ------ ------ ------
Net Cash Flow (11,773) (3,447) (2,468) 5,328 (2,967) 38,988 (10,934) (2,427) 3,342 431
------- ------ ------ ------ ------- -------- ------- ------ ------ ------
Revolver (Cash) Balance - Ending 39,096 42,543 45,011 39,682 42,649 3,662 14,596 17,023 13,681 13,251
======= ====== ====== ====== ======= ======== ======= ====== ====== ======
(0) (0) 0 (0) - - (0) 0 - (0)
NOV-04 DEC-04 12/31/2004
------ ------ ----------
Revolver (Cash) Balance - Beginning 13,251 11,854 27,323
Net Income (1,596) 1,951 (55,190)
Depreciation & Amortization 2,971 2,972 35,618
Working Capital:
Accounts Receivable 438 (4,555) (20,475)
Inventory (4,083) 2,184 (22,907)
Accounts Payable 201 (858) (60,011)
Other 3,466 1,541 2,833
------ ------ --------
Total Working Capital 22 (1,688) (100,560)
------ ------ --------
Capex - (2,550) (22,369)
Financing Activities - - 158,751
Other Cash Adjustments - - (96)
------ ------ --------
Net Cash Flow 1,396 685 16,153
------ ------ --------
Revolver (Cash) Balance - Ending 11,854 11,169 11,169
====== ====== ========
- - (0)
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ---------- ------ ------ ------ ------
Revolver (Cash) Balance - Beginning 11,169 5,962 8,928 14,426 11,169 (9,962) (22,465) (10,614) (8,523)
Net Income 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) (5,702)
Depreciation & Amortization 8,472 8,472 8,472 8,472 33,887 8,220 8,220 8,220 8,220
Working Capital:
Accounts Receivable (6,230) 11,548 (4,484) 28,831 29,664 (6,067) 7,068 (9,542) 9,338
Inventory 1,304 (7,768) 1,883 (7,822) (12,404) 13,289 (5,075) 17,778 (6,555)
Accounts Payable 658 14,604 (3,613) (1,281) 10,369 2,516 (507) (5,475) 1,781
Other 7,922 (15,029) 2,047 1,982 (3,078) 2,263 4,184 2,277 4,274
------ ------- ------ ------ -------- ------- ------- ------- -------
Total Working Capital 3,654 3,355 (4,167) 21,709 24,550 12,002 5,670 5,038 8,837
------ ------- ------ ------ -------- ------- ------- ------- -------
Capex (8,463) (4,463) (4,463) (4,463) (21,850) (4,463) (24,463) (4,463) (4,463)
Financing Activities - (10,125) - - (10,125) - - - -
Other Cash Adjustments - - - - - - - - -
------ ------- ------ ------ -------- ------- ------- ------- -------
Net Cash Flow 5,207 (2,965) (5,499) 24,388 21,131 12,503 (11,851) (2,091) 6,893
------ ------- ------ ------ -------- ------- ------- ------- -------
Revolver (Cash) Balance - Ending 5,962 8,928 14,426 (9,962) (9,962) (22,465) (10,614) (8,523) (15,416)
====== ======= ====== ====== ======== ======= ======= ======= =======
(0) (0) (0) - - - - - -
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
Revolver (Cash) Balance - Beginning (9,962) (15,416) (7,243)
Net Income (21,125) (19,123) (28,744)
Depreciation & Amortization 32,882 31,579 30,605
Working Capital:
Accounts Receivable 797 (18,416) 2,823
Inventory 19,437 (233) 2,486
Accounts Payable (1,685) 2,197 (2,298)
Other 12,998 13,674 14,096
-------- ------- -------
Total Working Capital 31,547 (2,778) 17,106
-------- ------- -------
Capex (37,850) (17,850) (17,850)
Financing Activities - - -
Other Cash Adjustments - - -
-------- ------- -------
Net Cash Flow 5,454 (8,173) 1,118
-------- ------- -------
Revolver (Cash) Balance - Ending (15,416) (7,243) (8,361)
======== ======= =======
- - -
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03
------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 39,504 48,553 60,715 43,451 44,258 52,750 24,252 34,693 49,263
VARIABLE COST
Material 16,010 19,188 25,994 18,623 17,859 22,129 11,209 14,527 21,997
Scrap 993 1,327 1,817 1,341 1,303 1,857 606 1,145 1,550
Labor 10,143 12,094 14,055 10,849 10,791 12,285 8,415 8,900 11,943
Burden 3,056 5,352 6,534 3,664 3,778 5,009 3,381 2,994 3,751
Adjustment for Restructuring - - - - - - - - -
------ ------ ------- ------ ------ ------ ------- ------ ------
Total Variable Cost 30,201 37,962 48,400 34,477 33,730 41,280 23,612 27,567 39,241
------ ------ ------- ------ ------ ------ ------- ------ ------
CONTRIBUTION MARGIN 9,303 10,592 12,315 8,974 10,527 11,470 641 7,126 10,022
------ ------ ------- ------ ------ ------ ------- ------ ------
23.5% 21.8% 20.3% 20.7% 23.8% 21.7% 2.6% 20.5% 20.3%
PLANT FIXED COST
Third Party Rents & Leases 622 643 643 619 582 621 609 590 450
Related Party Rents & Leases 0 0 0 0 0 0 0 0 0
Launch Risk - - - - - - - - -
Depreciation 2,956 2,926 3,231 2,984 2,908 2,811 2,770 2,661 2,682
Mi SBT - - - - - - - - -
Taxes 201 296 324 314 183 265 290 279 284
Fees From Deluxe (195) (195) (195) (195) (195) (195) (195) (195) (195)
Restructuring Adj. - Fixed - - - - - - - - -
------ ------ ------- ------ ------ ------ ------- ------ ------
Total Fixed Cost 3,585 3,671 4,003 3,722 3,478 3,501 3,474 3,335 3,221
------ ------ ------- ------ ------ ------ ------- ------ ------
GROSS MARGIN 5,718 6,921 8,312 5,252 7,049 7,969 (2,834) 3,791 6,800
------ ------ ------- ------ ------ ------ ------- ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - -
Related Party Rents & Leases - - - - - - - - -
Mi SBT 139 (5) 449 129 139 138 359 139 139
Taxes - - - - - - - - -
Payroll Related Expenses 1,662 1,705 2,554 1,941 2,505 2,219 1,816 1,410 2,098
Gainshare - - - - - - - - -
Other
Utilities and Telephone 238 268 351 188 275 271 200 167 213
Insurance 378 308 100 515 300 (36) 352 265 351
Normal Course Professional 514 420 1,038 248 336 687 699 507 757
Maintenance & Supplies 114 110 136 95 12 317 140 154 183
Travel & Entertainment 153 113 170 177 86 111 143 119 88
Depreciation 7 6 7 7 7 7 7 7 7
Other 40 167 162 148 43 (60) 289 201 562
------ ------ ------- ------ ------ ------ ------- ------ ------
Total SG&A Fixed 3,245 3,092 4,967 3,448 3,703 3,654 4,005 2,969 4,398
------ ------ ------- ------ ------ ------ ------- ------ ------
SG&A VARIABLE
Commissions 1,092 1,376 1,715 147 355 169 141 7 8
Interest Expense 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475
Early Pay Program 635 893 884 723 692 908 561 568 641
Other Expense/(Income) (1,642) 369 6,892 1,958 (2,722) (974) 1,008 1,750 (2,311)
Building Rents/Usage Fees 779 779 780 778 769 778 775 796 781
Litigation/Patent Legal Fees 75 962 970 266 477 373 585 602 470
Amortization of Financing Cost 412 447 550 451 438 559 458 454 548
Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925
------ ------ ------- ------ ------ ------ ------- ------ ------
Total SG&A Variable 8,527 12,315 20,271 9,304 4,234 5,119 7,327 7,787 4,537
------ ------ ------- ------ ------ ------ ------- ------ ------
INCOME BEFORE TAX (6,054) (8,486) (16,926) (7,500) (888) (804) (14,165) (6,964) (2,135)
------ ------ ------- ------ ------ ------ ------- ------ ------
Provision for Income Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935)
------ ------ ------- ------ ------ ------ ------- ------ ------
NET INCOME (4,156) (5,792) (17,884) (7,050) (621) 1,452 (13,640) (6,439) 800
====== ====== ======= ====== ====== ====== ======= ====== ======
EBITDA CALCULATION
Add:
Interest 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475
OEM Discount 635 893 884 723 692 908 561 568 641
Commissions 1,092 1,376 1,715 147 355 169 141 7 8
Income Tax (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935)
Other Expense/(Income) (1,638) 395 6,749 1,951 (2,214) (1,296) 1,182 1,674 (2,540)
MI SBT 139 (5) 449 129 139 138 359 139 139
Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925
Depreceation & Amortization 3,375 3,379 3,788 3,442 3,353 3,376 3,235 3,121 3,237
------ ------ ------- ------ ------ ------ ------- ------ ------
EBITDA 4,725 5,042 5,139 3,872 5,660 5,798 (4,889) 2,155 3,750
====== ====== ======= ====== ====== ====== ======= ====== ======
ACTUAL ACTUAL ACTUAL
OCT-03 NOV-03 DEC-03
------ ------ ------
REVENUE 35,638 36,483 40,350
VARIABLE COST
Material 14,606 15,837 15,813
Scrap 1,181 1,112 999
Labor 10,120 8,777 8,497
Burden 2,861 2,934 3,777
Adjustment for Restructuring - - -
------ ------ -------
Total Variable Cost 28,768 28,661 29,086
------ ------ -------
CONTRIBUTION MARGIN 6,871 7,822 11,264
------ ------ -------
19.3% 21.4% 27.9%
PLANT FIXED COST
Third Party Rents & Leases 581 497 515
Related Party Rents & Leases (0) 0 0
Launch Risk - - -
Depreciation 2,443 2,859 466
Mi SBT - - -
Taxes 255 496 303
Fees From Deluxe (195) (195) (195)
Restructuring Adj. - Fixed - - -
------ ------ -------
Total Fixed Cost 3,084 3,656 1,089
------ ------ -------
GROSS MARGIN 3,787 4,166 10,175
------ ------ -------
SG&A - FIXED
Third Party Rents & Leases - - -
Related Party Rents & Leases - - -
Mi SBT 139 203 122
Taxes - - -
Payroll Related Expenses 1,664 1,652 2,247
Gainshare - - -
Other
Utilities and Telephone 221 161 367
Insurance 351 351 351
Normal Course Professional 624 256 711
Maintenance & Supplies 153 189 129
Travel & Entertainment 141 92 136
Depreciation 1 12 640
Other 200 101 772
------ ------ -------
Total SG&A Fixed 3,495 3,017 5,475
------ ------ -------
SG&A VARIABLE
Commissions 14 11 13
Interest Expense 2,163 2,159 2,199
Early Pay Program 644 779 581
Other Expense/(Income) (1,176) (946) 60,500
Building Rents/Usage Fees 778 786 778
Litigation/Patent Legal Fees 697 1,019 (97)
Amortization of Financing Cost 454 451 605
Restructuring Fees 2,843 3,874 4,869
------ ------ -------
Total SG&A Variable 6,416 8,134 69,448
------ ------ -------
INCOME BEFORE TAX (6,123) (6,985) (64,748)
------ ------ -------
Provision for Income Taxes (997) (257) 12,321
------ ------ -------
NET INCOME (5,127) (6,728) (77,069)
====== ====== =======
EBITDA CALCULATION
Add:
Interest 2,163 2,159 2,199
OEM Discount 644 779 581
Commissions 14 11 13
Income Tax (997) (257) 12,321
Other Expense/(Income) (1,237) (854) 60,440
MI SBT 139 203 122
Restructuring Fees 2,843 3,874 4,869
Depreceation & Amortization 2,898 3,322 1,711
------ ------ -------
EBITDA 1,340 2,510 5,187
====== ====== =======
9 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
2003
----
Revenue 509,910
VARIABLE COST
Material 213,792
Scrap 15,230
Labor 126,869
Burden 47,092
Adjustment for Restructuring -
--------
Total Variable Cost 402,983
--------
CONTRIBUTION MARGIN 106,926
--------
21.0%
PLANT FIXED COST
Third Party Rents & Leases 6,973
Related Party Rents & Leases 0
Launch Risk -
Depreciation 31,698
Mi SBT -
Taxes 3,489
Fees From Deluxe (2,340)
Restructuring Adj. - Fixed -
--------
Total Fixed Cost 39,820
--------
GROSS MARGIN 67,106
--------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT 2,090
Taxes -
Payroll Related Expenses 23,473
Gainshare -
Other
Utilities and Telephone 2,920
Insurance 3,586
Normal Course Professional 6,798
Maintenance & Supplies 1,732
Travel & Entertainment 1,529
Depreciation 713
Other 2,625
--------
Total SG&A Fixed 45,467
--------
SG&A VARIABLE
Commissions 5,048
Interest Expense 36,984
Early Pay Program 8,509
Other Expense/(Income) 62,706
Building Rents/Usage Fees 9,357
Litigation/Patent Legal Fees 6,401
Amortization of Financing Cost 5,826
Restructuring Fees 28,588
--------
Total SG&A Variable 163,418
--------
INCOME BEFORE TAX (141,779)
--------
Provision for Income Taxes 475
--------
NET INCOME (142,254)
========
EBITDA CALCULATION
Add:
Interest 36,984
OEM Discount 8,509
Commissions 5,048
Income Tax 475
Other Expense/(Income) 62,612
MI SBT 2,090
Restructuring Fees 28,588
Depreceation & Amortization 38,237
--------
EBITDA 40,289
========
10 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04
------ ------ ------ ------ ------ ------- ------ ------ ------ ------ ------ ------
REVENUE 31,347 36,394 52,495 33,305 38,571 39,989 30,079 41,942 53,114 48,192 43,342 55,440
VARIABLE COST
Material 12,770 15,077 22,728 12,540 15,491 15,171 18,259 18,470 23,218 21,606 19,592 27,360
Scrap 1,603 357 2,158 807 884 974 382 933 1,323 1,223 1,038 1,145
Labor 8,831 10,520 11,739 6,352 6,191 5,278 6,246 6,084 5,646 6,768 5,886 4,888
Burden 2,228 5,418 4,900 6,373 6,624 7,375 4,354 6,211 7,952 7,208 6,029 6,912
Adjustment for Restructuring (134) (161) (364) (220) (220) (275) (220) (220) (275) (220) (220) (275)
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
Total Variable Cost 25,298 31,212 41,161 25,852 28,969 28,523 29,021 31,477 37,865 36,585 32,326 40,031
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 6,049 5,183 11,334 7,453 9,602 11,466 1,059 10,465 15,250 11,607 11,017 15,410
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
19.3% 14.2% 21.6% 22.4% 24.9% 28.7% 3.5% 25.0% 28.7% 24.1% 25.4% 27.8%
PLANT FIXED COST
Third Party Rents & Leases 535 509 605 530 530 530 530 530 530 530 530 530
Related Party Rents & Leases 0 0 0 0 0 0 0 0 0 0 0 0
Launch Risk - - - - - - 83 83 83 83 83 83
Depreciation 2,366 2,357 2,395 2,553 2,562 2,572 2,531 2,475 2,476 2,479 2,479 2,479
Mi SBT - - - - - - - - - - - -
Taxes 331 241 210 300 300 300 300 300 300 300 300 300
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed 26 57 233 105 105 131 168 168 198 168 168 198
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
Total Fixed Cost 3,258 3,165 3,443 3,487 3,496 3,532 3,611 3,555 3,586 3,559 3,559 3,589
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
GROSS MARGIN 2,791 2,018 7,891 3,965 6,106 7,934 (2,552) 6,910 11,663 8,048 7,458 11,820
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT 122 122 122 179 179 179 179 179 179 179 179 179
Taxes - - - - - - - - - - - -
Payroll Related Expenses 1,744 1,786 2,709 1,671 1,671 2,089 1,671 1,671 2,089 1,671 1,671 2,089
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone 170 286 249 204 204 204 204 204 204 204 204 204
Insurance 304 306 300 308 308 308 308 308 308 308 308 308
Normal Course Professional 393 296 706 284 284 434 284 284 634 384 384 534
Maintenance & Supplies 122 146 165 140 140 174 140 140 174 140 140 174
Travel & Entertainment 68 130 85 120 120 149 120 120 149 120 120 149
Depreciation - - 10 7 7 7 7 7 7 7 7 7
Other 297 (25) 598 225 225 225 225 225 225 225 225 225
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
Total SG&A Fixed 3,218 3,046 4,944 3,137 3,137 3,770 3,137 3,137 3,970 3,237 3,237 3,870
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions 889 (873) - - - - - - - - - -
Interest Expense 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108
Early Pay Program 757 1,040 997 569 617 676 285 686 938 866 729 789
Other Expense/(Income) (387) (2,166) (34) 220 220 275 92 92 147 92 92 147
Building Rents/Usage Fees 582 604 600 783 783 783 783 783 783 783 783 833
Litigation/Patent Legal Fees 396 (76) 368 385 385 385 385 385 385 385 385 385
Amortization of Financing Cost 454 447 556 486 486 486 486 486 486 486 486 486
Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
Total SG&A Variable 9,053 2,981 7,060 6,674 6,681 20,343 5,193 5,655 5,976 5,957 5,816 5,999
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
INCOME BEFORE TAX (9,480) (4,009) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 (1,146) (1,596) 1,951
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
Provision for Income Taxes - 11 - - - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
NET INCOME (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717 (1,146) (1,596) 1,951
====== ====== ====== ====== ====== ======= ======= ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108
OEM Discount 757 1,040 997 569 617 676 285 686 938 866 729 789
Commissions 889 (873) - - - - - - - - - -
Income Tax - 11 - - - - - - - - - -
Other Expense/(Income) (284) (3,381) (216) 255 255 310 (241) (241) (186) (241) (241) (186)
MI SBT 122 122 122 179 179 179 179 179 179 179 179 179
Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250
Depreceation & Amortization 2,820 2,804 2,962 3,045 3,054 3,064 3,023 2,967 2,968 2,971 2,971 2,972
------ ------ ------ ------ ------ ------- ------- ------ ------ ------ ------ ------
EBITDA 1,186 (293) 4,325 2,434 4,583 5,789 (4,475) 4,932 8,853 5,973 5,383 9,064
====== ====== ====== ====== ====== ======= ======= ====== ====== ====== ====== ======
11 of 231 Venture Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
2004
-------
REVENUE 504,212
VARIABLE COST
Material 222,282
Scrap 12,828
Labor 84,429
Burden 71,584
Adjustment for Restructuring (2,804)
-------
Total Variable Cost 388,318
-------
CONTRIBUTION MARGIN 115,894
-------
23.0%
PLANT FIXED COST
Third Party Rents & Leases 6,417
Related Party Rents & Leases 0
Launch Risk 500
Depreciation 29,723
Mi SBT -
Taxes 3,477
Fees From Deluxe -
Restructuring Adj. - Fixed 1,724
-------
Total Fixed Cost 41,841
-------
GROSS MARGIN 74,053
-------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT 1,979
Taxes -
Payroll Related Expenses 22,535
Gainshare -
Other
Utilities and Telephone 2,543
Insurance 3,680
Normal Course Professional 4,897
Maintenance & Supplies 1,795
Travel & Entertainment 1,448
Depreciation 70
Other 2,898
-------
Total SG&A Fixed 41,844
-------
SG&A VARIABLE
Commissions 16
Interest Expense 33,579
Early Pay Program 8,949
Other Expense/(Income) (1,209)
Building Rents/Usage Fees 8,886
Litigation/Patent Legal Fees 4,153
Amortization of Financing Cost 5,828
Restructuring Fees 27,186
-------
Total SG&A Variable 87,388
-------
INCOME BEFORE TAX (55,179)
-------
Provision for Income Taxes 11
-------
NET INCOME (55,190)
=======
EBITDA CALCULATION
Add:
Interest 33,579
OEM Discount 8,949
Commissions 16
Income Tax 11
Other Expense/(Income) (4,397)
MI SBT 1,979
Restructuring Fees 27,186
Depreceation & Amortization 35,621
-------
EBITDA 47,754
=======
12 of 231 Venture Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
REVENUE 146,349 141,300 123,668 132,671 543,988 130,697 139,752 103,449 126,601 500,499 512,158
VARIABLE COST
Material 66,440 64,611 58,961 61,425 251,438 58,370 66,516 44,841 58,823 228,550 225,313
Scrap 3,637 3,526 2,834 2,947 12,945 3,358 3,191 2,625 2,667 11,840 10,474
Labor 19,741 19,709 18,958 20,620 79,027 19,649 20,310 18,185 19,149 77,292 81,721
Burden 20,384 19,637 14,449 14,892 69,361 18,745 17,478 14,329 16,941 67,492 78,976
Adjustment for Restructuring - - - - - - - - - - -
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
Total Variable Cost 110,202 107,483 95,202 99,884 412,771 100,121 107,494 79,980 97,579 385,174 396,484
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
CONTRIBUTION MARGIN 36,147 33,817 28,466 32,787 131,217 30,577 32,258 23,469 29,022 115,325 115,674
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
24.7% 23.9% 23.0% 24.7% 24.1% 23.4% 23.1% 22.7% 22.9% 23.0% 22.6%
PLANT FIXED COST
Third Party Rents & Leases 1,589 1,589 1,589 1,589 6,357 1,589 1,589 1,589 1,589 6,357 6,357
Related Party Rents & Leases - - - - - - - - - - -
Launch Risk 250 250 250 250 1,000 250 250 1,446 1,446 3,393 5,785
Depreciation 6,995 6,995 6,995 6,995 27,979 6,749 6,749 6,749 6,749 26,994 25,742
Mi SBT - - - - - - - - - - -
Taxes 925 925 925 925 3,702 953 953 953 953 3,813 3,927
Fees From Deluxe - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - -
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 9,760 9,760 9,760 9,760 39,038 9,541 9,541 10,737 10,737 40,557 41,811
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
GROSS MARGIN 26,387 24,057 18,706 23,028 92,179 21,036 22,717 12,731 18,284 74,768 73,863
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - -
Mi SBT 554 554 554 554 2,217 571 571 571 571 2,283 2,352
Taxes - - - - - - - - - - -
Payroll Related Expenses 5,432 5,432 5,432 5,432 21,729 5,432 5,432 5,432 5,432 21,729 21,729
Gainshare - - - - - - - - - - -
Other
Utilities and Telephone 631 631 631 631 2,525 650 650 650 650 2,601 2,679
Insurance 951 951 951 951 3,805 980 980 980 980 3,919 4,036
Normal Course Professional 1,201 1,201 1,201 1,201 4,802 1,201 1,201 1,201 1,201 4,802 4,802
Maintenance & Supplies 467 467 467 467 1,869 481 481 481 481 1,925 1,983
Travel & Entertainment 400 400 400 400 1,601 412 412 412 412 1,649 1,698
Depreciation 20 20 20 20 80 15 15 15 15 60 9
Other 696 696 696 696 2,785 717 717 717 717 2,868 2,954
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
Total SG&A Fixed 10,353 10,353 10,353 10,353 41,412 10,459 10,459 10,459 10,459 41,836 42,243
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
SG&A VARIABLE
Commissions - - - - - - - - - - -
Interest Expense 9,313 8,934 9,168 9,407 36,823 9,137 9,137 9,137 9,284 36,695 37,770
Early Pay Program 2,483 2,433 1,984 2,057 8,958 2,276 2,133 1,756 1,977 8,141 4,226
Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793)
Building Rents/Usage Fees 2,400 2,400 2,400 2,400 9,600 2,400 2,400 2,400 2,400 9,600 9,600
Litigation/Patent Legal Fees 243 240 240 240 963 243 240 240 240 963 963
Amortization of Financing Cost 1,457 1,457 1,457 1,457 5,828 1,457 1,457 1,457 1,457 5,828 5,828
Restructuring Fees 150 - - - 150 150 - - - 150 150
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
Total SG&A Variable 14,490 13,908 13,694 14,005 56,098 13,833 13,537 13,160 13,528 54,057 50,743
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
INCOME BEFORE TAX 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) (5,702) (21,125) (19,123)
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
Provision for Income Taxes - - - - - - - - - - -
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
NET INCOME 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888) (5,702) (21,125) (19,123)
======= ======= ======= ======= ======== ======= ======= ======= ======= ======= =======
EBITDA CALCULATION
Add:
Interest 9,313 8,934 9,168 9,407 36,823 9,137 9,137 9,137 9,284 36,695 37,770
OEM Discount 2,483 2,433 1,984 2,057 8,958 2,276 2,133 1,756 1,977 8,141 4,226
Commissions - - - - - - - - - - -
Income Tax - - - - - - - - - - -
Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793)
MI SBT 554 554 554 554 2,217 571 571 571 571 2,283 2,352
Restructuring Fees 150 - - - 150 150 - - - 150 150
Depreceation & Amortization 8,472 8,472 8,472 8,472 33,887 8,220 8,220 8,220 8,220 32,882 31,579
------- ------- ------- ------- -------- ------- ------- ------- ------- ------- -------
EBITDA 20,961 18,633 13,282 17,604 70,480 15,268 16,952 6,967 12,520 51,707 49,161
======= ======= ======= ======= ======== ======= ======= ======= ======= ======= =======
13 of 231 Venture Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
F'CAST
2008
-------
REVENUE 473,276
VARIABLE COST
Material 199,629
Scrap 9,382
Labor 81,562
Burden 77,082
Adjustment for Restructuring -
-------
Total Variable Cost 367,654
-------
CONTRIBUTION MARGIN 105,622
-------
22.3%
PLANT FIXED COST
Third Party Rents & Leases 6,357
Related Party Rents & Leases -
Launch Risk 5,785
Depreciation 24,778
Mi SBT -
Taxes 3,933
Fees From Deluxe -
Restructuring Adj. - Fixed -
-------
Total Fixed Cost 40,853
-------
GROSS MARGIN 64,769
-------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT 2,422
Taxes -
Payroll Related Expenses 21,729
Gainshare -
Other
Utilities and Telephone 2,759
Insurance 4,157
Normal Course Professional 4,802
Maintenance & Supplies 2,042
Travel & Entertainment 1,749
Depreciation -
Other 3,043
-------
Total SG&A Fixed 42,705
-------
SG&A VARIABLE
Commissions -
Interest Expense 38,456
Early Pay Program 3,839
Other Expense/(Income) (8,027)
Building Rents/Usage Fees 9,600
Litigation/Patent Legal Fees 963
Amortization of Financing Cost 5,828
Restructuring Fees 150
-------
Total SG&A Variable 50,808
-------
INCOME BEFORE TAX (28,744)
-------
Provision for Income Taxes -
-------
NET INCOME (28,744)
=======
EBITDA CALCULATION
Add:
Interest 38,456
OEM Discount 3,839
Commissions -
Income Tax -
Other Expense/(Income) (8,027)
MI SBT 2,422
Restructuring Fees 150
Depreceation & Amortization 30,605
-------
EBITDA 38,702
=======
14 of 231 Venture Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED - RESTRUCTURE
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- --------
REVENUE 36,262 44,958 55,727 40,940 42,540 49,562 20,529 31,707 43,581 35,470 35,050 38,742 475,068
VARIABLE COST
Material 13,565 17,620 22,877 15,770 16,596 19,993 8,433 12,267 17,547 14,311 15,063 15,571 189,613
Scrap 993 1,327 1,817 1,341 1,303 1,857 606 1,145 1,550 1,181 1,112 999 15,230
Labor 9,609 11,530 13,484 10,456 10,454 11,818 8,148 8,595 11,447 9,699 8,372 7,862 121,474
Burden 3,807 5,867 7,508 4,678 4,439 5,466 3,801 3,535 4,398 3,606 3,521 4,634 55,260
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
Total Variable Cost 27,974 36,345 45,686 32,244 32,792 39,134 20,988 25,542 34,942 28,796 28,069 29,065 381,577
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
CONTRIBUTION MARGIN 8,289 8,614 10,041 8,696 9,748 10,427 (459) 6,165 8,639 6,674 6,981 9,676 93,491
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
22.9% 19.2% 18.0% 21.2% 22.9% 21.0% -2.2% 19.4% 19.8% 18.8% 19.9% 25.0% 19.7%
PLANT FIXED COST
Third Party Rents &
Leases 622 643 643 619 582 621 609 590 450 581 497 515 6,973
Related Party Rents
& Leases (35) (35) (35) (35) (35) (35) (35) (35) (35) (71) (35) (35) (461)
Launch Risk - - - - - - - - - - - - -
Depreciation 2,452 2,440 2,745 2,544 2,436 2,346 2,323 2,279 2,301 2,064 2,482 95 26,508
Mi SBT - - - - - - - - - - - - -
Taxes 198 274 293 310 180 262 287 276 284 218 480 287 3,349
Fees From Deluxe (195) (195) (195) (195) (195) (195) (195) (195) (195) (195) (195) (195) (2,340)
Restructuring Adj.
- Fixed - - - - - - - - - - - - -
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
Total Fixed Cost 3,042 3,127 3,451 3,243 2,968 2,998 2,989 2,914 2,804 2,596 3,229 667 34,029
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
GROSS MARGIN 5,246 5,487 6,590 5,452 6,780 7,430 (3,448) 3,250 5,835 4,078 3,752 9,009 59,462
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
SG&A - FIXED
Third Party Rents
& Leases - - - - - - - - - - - - -
Related Party Rents
& Leases - - - - - - - - - - - - -
Mi SBT 139 (5) 449 129 139 138 359 139 139 139 203 122 2,090
Taxes - - - - - - - - - - - - -
Payroll Related
Expenses 1,662 1,705 2,554 1,941 2,505 2,219 1,816 1,410 2,098 1,664 1,652 2,247 23,473
Gainshare - - - - - - - - - - - - -
Other
Utilities and
Telephone 238 268 351 188 275 271 200 167 213 221 161 367 2,920
Insurance 378 308 100 515 300 (36) 352 265 351 351 351 351 3,586
Normal Course
Professional 514 420 1,038 248 336 687 699 507 757 624 256 711 6,798
Maintenance &
Supplies 114 110 136 95 12 317 140 154 183 153 189 129 1,732
Travel &
Entertainment 153 113 170 177 86 111 143 119 88 141 92 136 1,529
Depreciation 7 6 7 7 7 7 7 7 7 1 12 640 713
Other 40 167 162 148 43 (60) 289 201 562 200 101 772 2,625
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
Total SG&A Fixed 3,245 3,092 4,967 3,448 3,703 3,654 4,005 2,969 4,398 3,495 3,017 5,475 45,467
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
SG&A VARIABLE
Commissions 1,092 1,376 1,715 147 355 169 141 7 8 14 11 13 5,048
Interest Expense 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475 2,163 2,159 2,199 36,984
OEM Discount 635 893 884 723 692 908 561 568 641 644 779 581 8,509
Other Expense/(Income) (1,642) 369 6,892 1,958 (2,722) (974) 1,008 1,750 (2,311) (1,176) (946) 60,500 62,706
Building Rents/Usage
Fees 779 779 780 778 769 778 775 796 781 778 786 778 9,357
Litigation/Patent
Legal Fees 75 962 970 266 477 373 585 602 470 697 1,019 (97) 6,401
Amortization of
Financing Cost 412 447 550 451 438 559 458 454 548 454 451 605 5,826
Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925 2,843 3,874 4,869 28,588
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
Total SG&A Variable 8,527 12,315 20,271 9,304 4,234 5,119 7,327 7,787 4,537 6,416 8,134 69,448 163,418
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
INCOME BEFORE TAX (6,526) (9,920) (18,647) (7,300) (1,157) (1,344) (14,779) (7,505) (3,100) (5,833) (7,398) (65,914) (149,423)
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
Provision for Income
Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935) (997) (257) 12,321 475
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
NET INCOME (4,628) (7,226) (19,605) (6,850) (890) 912 (14,254) (6,980) (165) (4,836) (7,141) (78,235) (149,898)
====== ====== ======= ====== ====== ====== ======= ====== ====== ====== ====== ====== ========
EBITDA CALCULATION
Add:
Interest 6,217 5,507 6,201 2,097 2,118 2,537 1,723 1,588 2,475 2,163 2,159 2,199 36,984
OEM Discount 635 893 884 723 692 908 561 568 641 644 779 581 8,509
Income Tax (1,898) (2,694) 958 (450) (267) (2,256) (525) (525) (2,935) (997) (257) 12,321 475
Other Expense/
(Income) (1,638) 395 6,749 1,951 (2,214) (1,296) 1,182 1,674 (2,540) (1,237) (854) 60,440 62,612
MI SBT 139 (5) 449 129 139 138 359 139 139 139 203 122 2,090
Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076 2,022 1,925 2,843 3,874 4,869 28,588
Depreceation &
Amortization 2,871 2,893 3,302 3,002 2,881 2,911 2,788 2,739 2,856 2,519 2,945 1,340 33,047
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------- --------
EBITDA 2,657 1,746 1,217 3,485 4,565 4,624 (6,091) 1,224 2,396 1,237 1,708 3,637 22,407
====== ====== ======= ====== ====== ====== ======= ====== ====== ====== ====== ======= ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents &
Leases -
Paid Rents & Leases -
Net Deferral
Adjustment -
------ ------ ------- ------ ------ ------ ------- ------ ------ ------ ------ ------ --------
Adjusted EBITDA 2,657 1,746 1,217 3,485 4,565 4,624 (6,091) 1,224 2,396 1,237 1,708 3,637 22,407
====== ====== ======= ====== ====== ====== ======= ====== ====== ====== ====== ====== ========
15 of 231 Venture Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED PRODUCTION - RESTRUCTURE
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
REVENUE 29,533 33,381 46,090 32,678 35,523 39,437 17,264 38,543 52,606 47,688 40,348 43,997 457,088
VARIABLE COST
Material 11,797 13,020 18,101 12,101 13,233 14,808 5,682 15,948 22,856 21,244 17,335 18,748 184,871
Scrap 1,603 357 2,158 807 884 974 382 933 1,323 1,223 1,038 1,145 12,828
Labor 8,263 10,033 11,195 6,268 6,107 5,195 5,926 6,000 5,562 6,685 5,803 4,805 81,842
Burden 2,620 6,438 5,567 6,721 6,971 7,722 4,661 6,559 8,300 7,556 6,377 7,260 76,752
Adjustment for
Restructuring (134) (161) (364) (220) (220) (275) (220) (220) (275) (220) (220) (275) (2,804)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total Variable Cost 24,149 29,687 36,657 25,678 26,975 28,424 16,432 29,220 37,766 36,487 30,332 31,682 353,489
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
CONTRIBUTION MARGIN 5,385 3,694 9,433 7,000 8,548 11,012 832 9,323 14,840 11,201 10,016 12,315 103,600
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
18.2% 11.1% 20.5% 21.4% 24.1% 27.9% 4.8% 24.2% 28.2% 23.5% 24.8% 28.0% 22.7%
PLANT FIXED COST
Third Party Rents
& Leases 535 509 605 530 530 530 530 530 530 530 530 530 6,417
Related Party Rents
& Leases (35) (35) (35) (35) (35) (35) (35) (35) (35) (35) (35) (35) (426)
Launch Risk - - - - - - 83 83 83 83 83 83 500
Depreciation 1,995 1,987 2,025 2,195 2,204 2,213 2,213 2,213 2,213 2,216 2,216 2,216 25,906
Mi SBT - - - - - - - - - - - - -
Taxes 315 232 202 287 287 287 287 287 287 287 287 287 3,337
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj.
- Fixed 26 57 233 105 105 131 168 168 198 168 168 198 1,724
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total Fixed Cost 2,836 2,750 3,029 3,082 3,091 3,126 3,246 3,246 3,276 3,249 3,249 3,279 37,458
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
GROSS MARGIN 2,548 944 6,404 3,919 5,457 7,886 (2,413) 6,077 11,564 7,952 6,768 9,036 66,142
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
SG&A - FIXED
Third Party Rents
& Leases - - - - - - - - - - - - -
Related Party Rents
& Leases - - - - - - - - - - - - -
Mi SBT 122 122 122 179 179 179 179 179 179 179 179 179 1,979
Taxes - - - - - - - - - - - - -
Payroll Related
Expenses 1,744 1,786 2,709 1,671 1,671 2,089 1,671 1,671 2,089 1,671 1,671 2,089 22,535
Gainshare - - - - - - - - - - - - -
Other
Utilities and
Telephone 170 286 249 204 204 204 204 204 204 204 204 204 2,543
Insurance 304 306 300 308 308 308 308 308 308 308 308 308 3,680
Normal Course
Professional 393 296 706 284 284 434 284 284 634 384 384 534 4,897
Maintenance &
Supplies 122 146 165 140 140 174 140 140 174 140 140 174 1,795
Travel &
Entertainment 68 130 85 120 120 149 120 120 149 120 120 149 1,448
Depreciation - - 10 7 7 7 7 7 7 7 7 7 70
Other 297 (25) 598 225 225 225 225 225 225 225 225 225 2,898
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total SG&A Fixed 3,218 3,046 4,944 3,137 3,137 3,770 3,137 3,137 3,970 3,237 3,237 3,870 41,844
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
SG&A VARIABLE
Commissions 889 (873) - - - - - - - - - - 16
Interest Expense 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108 33,579
OEM Discount 757 1,040 997 569 617 676 285 686 938 866 729 789 8,949
Other Expense/(Income) (387) (2,166) (34) 220 220 275 92 92 147 92 92 147 (1,209)
Building Rents/Usage
Fees 582 604 600 783 783 783 783 783 783 783 783 833 8,886
Litigation/Patent Legal
Fees 396 (76) 368 385 385 385 385 385 385 385 385 385 4,153
Amortization of
Financing Cost 454 447 556 486 486 486 486 486 486 486 486 486 5,828
Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250 27,186
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total SG&A Variable 9,053 2,981 7,060 6,674 6,681 20,343 5,193 5,655 5,976 5,957 5,816 5,999 87,388
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
INCOME BEFORE TAX (9,723) (5,083) (5,600) (5,892) (4,362) (16,227)(10,744) (2,716) 1,618 (1,242) (2,286) (834) (63,091)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Provision for Income
Taxes - 11 - - - - - - - - - - 11
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
NET INCOME (9,723) (5,095) (5,600) (5,892) (4,362) (16,227)(10,744) (2,716) 1,618 (1,242) (2,286) (834) (63,102)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== =======
EBITDA CALCULATION
Add:
Interest 2,247 2,206 3,017 2,382 2,342 3,221 2,911 2,973 2,986 3,094 3,092 3,108 33,579
OEM Discount 757 1,040 997 569 617 676 285 686 938 866 729 789 8,949
Income Tax - 11 - - - - - - - - - - 11
Other Expense/(Income) (284) (3,381) (216) 255 255 310 (241) (241) (186) (241) (241) (186) (4,397)
MI SBT 122 122 122 179 179 179 179 179 179 179 179 179 1,979
Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250 250 250 250 250 250 27,186
Depreceation &
Amortization 2,449 2,434 2,591 2,687 2,696 2,706 2,705 2,705 2,706 2,708 2,708 2,709 31,805
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
EBITDA (317) (864) 2,468 2,029 3,576 5,382 (4,654) 3,837 8,491 5,615 4,430 6,016 36,010
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== =======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------- -------
Adjusted EBITDA (317) (864) 2,468 2,029 3,576 5,382 (4,654) 3,837 8,491 5,615 4,430 6,016 36,010
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======= =======
16 of 231 Venture Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED PRODUCTION - RESTRUCTURE
F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05
-------- -------- -------- --------
REVENUE 139,073 135,364 111,543 115,278
VARIABLE COST
Material 61,039 59,987 47,794 49,780
Scrap 3,637 3,526 2,834 2,947
Labor 19,490 18,982 18,231 18,745
Burden 21,427 20,598 15,410 15,655
Adjustment for Restructuring - - - -
-------- -------- -------- --------
Total Variable Cost 105,594 103,094 84,270 87,128
-------- -------- -------- --------
CONTRIBUTION MARGIN 33,479 32,271 27,272 28,151
-------- -------- -------- --------
24.1% 23.8% 24.5% 24.4%
PLANT FIXED COST
Third Party Rents & Leases 1,589 1,589 1,589 1,589
Related Party Rents & Leases (106) (106) (106) (106)
Launch Risk 250 250 250 250
Depreciation 6,449 6,449 6,449 6,449
Mi SBT - - - -
Taxes 888 888 888 888
Fees From Deluxe - - - -
Restructuring Adj. - Fixed - - - -
-------- -------- -------- --------
Total Fixed Cost 9,070 9,070 9,070 9,070
-------- -------- -------- --------
GROSS MARGIN 24,409 23,200 18,202 19,081
-------- -------- -------- --------
SG&A - FIXED
Third Party Rents & Leases - - - -
Related Party Rents & Leases - - - -
Mi SBT 554 554 554 554
Taxes - - - -
Payroll Related Expenses 5,432 5,432 5,432 5,432
Gainshare - - - -
Other
Utilities and Telephone 631 631 631 631
Insurance 951 951 951 951
Normal Course Professional 1,201 1,201 1,201 1,201
Maintenance & Supplies 467 467 467 467
Travel & Entertainment 400 400 400 400
Depreciation 20 20 20 20
Other 696 696 696 696
-------- -------- -------- --------
Total SG&A Fixed 10,353 10,353 10,353 10,353
-------- -------- -------- --------
SG&A VARIABLE
Commissions - - - -
Interest Expense 9,313 8,934 9,168 9,407
OEM Discount 2,483 2,433 1,984 2,057
Other Expense/(Income) (1,556) (1,556) (1,556) (1,556)
Building Rents/Usage Fees 2,400 2,400 2,400 2,400
Litigation/Patent Legal Fees 243 240 240 240
Amortization of Financing Cost 1,457 1,457 1,457 1,457
Restructuring Fees 150 - - -
-------- -------- -------- --------
Total SG&A Variable 14,490 13,908 13,694 14,005
-------- -------- -------- --------
INCOME BEFORE TAX (434) (1,061) (5,845) (5,278)
-------- -------- -------- --------
Provision for Income Taxes - - - -
-------- -------- -------- --------
NET INCOME (434) (1,061) (5,845) (5,278)
======== ======== ======== ========
EBITDA CALCULATION
Add:
Interest 9,313 8,934 9,168 9,407
OEM Discount 2,483 2,433 1,984 2,057
Income Tax - - - -
Other Expense/(Income) (1,556) (1,556) (1,556) (1,556)
MI SBT 554 554 554 554
Restructuring Fees 150 - - -
Depreceation & Amortization 7,926 7,926 7,926 7,926
-------- -------- -------- --------
EBITDA 18,436 17,231 12,232 13,111
======== ======== ======== ========
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
-------- -------- -------- --------
Adjusted EBITDA 18,436 17,231 12,232 13,111
======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST
2005 MAR-06 JUN-06 SEP-06 DEC-06
-------- -------- -------- -------- --------
REVENUE 501,258 128,372 120,122 100,123 111,275
VARIABLE COST
Material 218,601 56,870 53,643 42,854 47,047
Scrap 12,945 3,358 3,191 2,625 2,667
Labor 75,449 18,934 18,179 17,238 18,898
Burden 73,090 19,708 18,197 15,252 17,984
Adjustment for Restructuring - - - - -
-------- -------- -------- -------- --------
Total Variable Cost 380,085 98,869 93,209 77,970 86,595
-------- -------- -------- -------- --------
CONTRIBUTION MARGIN 121,173 29,503 26,913 22,154 24,680
-------- -------- -------- -------- --------
24.2% 23.0% 22.4% 22.1% 22.2%
PLANT FIXED COST
Third Party Rents & Leases 6,357 1,589 1,589 1,589 1,589
Related Party Rents & Leases (426) (106) (106) (106) (106)
Launch Risk 1,000 250 250 1,446 1,446
Depreciation 25,796 6,429 6,429 6,429 6,429
Mi SBT - - - - -
Taxes 3,553 915 915 915 915
Fees From Deluxe - - - - -
Restructuring Adj. - Fixed - - - - -
-------- -------- -------- -------- --------
Total Fixed Cost 36,281 9,077 9,077 10,273 10,273
-------- -------- -------- -------- --------
GROSS MARGIN 84,892 20,426 17,835 11,880 14,406
-------- -------- -------- -------- --------
SG&A - FIXED
Third Party Rents & Leases - - - - -
Related Party Rents & Leases - - - - -
Mi SBT 2,217 571 571 571 571
Taxes - - - - -
Payroll Related Expenses 21,729 5,432 5,432 5,432 5,432
Gainshare - - - - -
Other
Utilities and Telephone 2,525 650 650 650 650
Insurance 3,805 980 980 980 980
Normal Course Professional 4,802 1,201 1,201 1,201 1,201
Maintenance & Supplies 1,869 481 481 481 481
Travel & Entertainment 1,601 412 412 412 412
Depreciation 80 15 15 15 15
Other 2,785 717 717 717 717
-------- -------- -------- -------- --------
Total SG&A Fixed 41,412 10,459 10,459 10,459 10,459
-------- -------- -------- -------- --------
SG&A VARIABLE
Commissions - - - - -
Interest Expense 36,823 9,137 9,137 9,137 9,284
OEM Discount 8,958 2,276 2,133 1,756 1,977
Other Expense/(Income) (6,223) (1,830) (1,830) (1,830) (1,830)
Building Rents/Usage Fees 9,600 2,400 2,400 2,400 2,400
Litigation/Patent Legal Fees 963 243 240 240 240
Amortization of Financing Cost 5,828 1,457 1,457 1,457 1,457
Restructuring Fees 150 150 - - -
-------- -------- -------- -------- --------
Total SG&A Variable 56,098 13,833 13,537 13,160 13,528
-------- -------- -------- -------- --------
INCOME BEFORE TAX (12,618) (3,866) (6,160) (11,739) (9,580)
-------- -------- -------- -------- --------
Provision for Income Taxes - - - - -
-------- -------- -------- -------- --------
NET INCOME (12,618) (3,866) (6,160) (11,739) (9,580)
======== ======== ======== ======== ========
EBITDA CALCULATION
Add:
Interest 36,823 9,137 9,137 9,137 9,284
OEM Discount 8,958 2,276 2,133 1,756 1,977
Income Tax - - - - -
Other Expense/(Income) (6,223) (1,830) (1,830) (1,830) (1,830)
MI SBT 2,217 571 571 571 571
Restructuring Fees 150 150 - - -
Depreceation & Amortization 31,704 7,901 7,901 7,901 7,901
-------- -------- -------- -------- --------
EBITDA 61,010 14,339 11,752 5,796 8,323
======== ======== ======== ======== ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
-------- -------- -------- -------- --------
Adjusted EBITDA 61,010 14,339 11,752 5,796 8,323
======== ======== ======== ======== ========
F'CAST F'CAST
2006 2007 2008
-------- -------- -------
REVENUE 459,893 475,435 436,754
VARIABLE COST
Material 200,414 198,367 172,780
Scrap 11,840 10,474 9,382
Labor 73,250 78,352 78,239
Burden 71,141 82,741 80,855
Adjustment for Restructuring - - -
-------- -------- --------
Total Variable Cost 356,644 369,934 341,256
-------- -------- --------
CONTRIBUTION MARGIN 103,249 105,501 95,497
-------- -------- --------
22.5% 22.2% 21.9%
PLANT FIXED COST
Third Party Rents & Leases 6,357 6,357 6,357
Related Party Rents & Leases (426) (426) (426)
Launch Risk 3,393 5,785 5,785
Depreciation 25,717 25,026 24,334
Mi SBT - - -
Taxes 3,660 3,770 3,776
Fees From Deluxe - - -
Restructuring Adj. - Fixed - - -
-------- -------- --------
Total Fixed Cost 38,701 40,512 39,826
-------- -------- --------
GROSS MARGIN 64,548 64,989 55,671
-------- -------- --------
SG&A - FIXED
Third Party Rents & Leases - - -
Related Party Rents & Leases - - -
Mi SBT 2,283 2,352 2,422
Taxes - - -
Payroll Related Expenses 21,729 21,729 21,729
Gainshare - - -
Other
Utilities and Telephone 2,601 2,679 2,759
Insurance 3,919 4,036 4,157
Normal Course Professional 4,802 4,802 4,802
Maintenance & Supplies 1,925 1,983 2,042
Travel & Entertainment 1,649 1,698 1,749
Depreciation 60 9 -
Other 2,868 2,954 3,043
-------- -------- --------
Total SG&A Fixed 41,836 42,243 42,705
-------- -------- --------
SG&A VARIABLE
Commissions - - -
Interest Expense 36,695 37,770 38,456
OEM Discount 8,141 4,226 3,839
Other Expense/(Income) (7,319) (7,793) (8,027)
Building Rents/Usage Fees 9,600 9,600 9,600
Litigation/Patent Legal Fees 963 963 963
Amortization of Financing Cost 5,828 5,828 5,828
Restructuring Fees 150 150 150
-------- -------- --------
Total SG&A Variable 54,057 50,743 50,808
-------- -------- --------
INCOME BEFORE TAX (31,345) (27,997) (37,841)
-------- -------- --------
Provision for Income Taxes - - -
-------- -------- --------
NET INCOME (31,345) (27,997) (37,841)
======== ======== ========
EBITDA CALCULATION
Add:
Interest 36,695 37,770 38,456
OEM Discount 8,141 4,226 3,839
Income Tax - - -
Other Expense/(Income) (7,319) (7,793) (8,027)
MI SBT 2,283 2,352 2,422
Restructuring Fees 150 150 150
Depreceation & Amortization 31,604 30,863 30,161
-------- -------- --------
EBITDA 40,209 39,570 29,160
======== ======== ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
-------- -------- --------
Adjusted EBITDA 40,209 39,570 29,160
======== ======== ========
17 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
REVENUE 3,918 4,340 6,120 3,630 2,502 3,715 4,109
VARIABLE COST
Material 2,445 1,568 3,117 2,853 1,263 2,135 2,776
Scrap - - - - - - -
Labor 534 564 571 393 337 467 267
Burden (74) 230 158 105 123 70 (34)
Adjustment for Restructuring - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total Variable Cost 2,904 2,362 3,846 3,351 1,723 2,672 3,009
------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 1,014 1,978 2,274 279 779 1,043 1,100
------ ------ ------ ------ ------ ------ ------
26% 46% 37% 8% 31% 28% 27%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases 35 35 35 35 35 35 35
Launch Risk - - - - - - -
Depreciation 504 487 486 440 471 465 447
Mi SBT - - - - - - -
Taxes 3 22 31 3 3 3 3
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 543 544 552 479 510 503 486
------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 471 1,434 1,721 (200) 269 540 614
------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT - - - - - - -
Taxes - - - - - - -
Payroll Related Expenses - - - - - - -
Gainshare - - - - - - -
Other
Utilities and Telephone - - - - - - -
Insurance - - - - - - -
Normal Course Professional - - - - - - -
Maintenance & Supplies - - - - - - -
Travel & Entertainment - - - - - - -
Depreciation - - - - - - -
Other - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - -
------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - - - - - - -
Interest Expense - - - - - - -
OEM Discount - - - - - - -
Other Expense/(Income) - - - - - - -
Building Rents/Usage Fees - - - - - - -
Litigation/Patent Legal Fees - - - - - - -
Amortization of Financing Cost - - - - - - -
Restructuring Fees - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - -
------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 471 1,434 1,721 (200) 269 540 614
------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes
------ ------ ------ ------ ------ ------ ------
NET INCOME 471 1,434 1,721 (200) 269 540 614
====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - -
OEM Discount - - - - - - -
Income Tax - - - - - - -
Other Expense/(Income) - - - - - - -
MI SBT - - - - - - -
Restructuring Fees - - - - - - -
Depreceation & Amortization 504 487 486 440 471 465 447
------ ------ ------ ------ ------ ------ ------
EBITDA 975 1,921 2,208 240 741 1,005 1,061
====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 975 1,921 2,208 240 741 1,005 1,061
====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------
REVENUE 3,456 6,145 952 1,932 2,448 43,266
VARIABLE COST
Material 2,260 4,450 295 774 242 24,179
Scrap - - - - - -
Labor 305 496 422 405 635 5,395
Burden (71) (184) 39 (88) (16) 257
Adjustment for Restructuring - - - - - -
------ ------ ------ ------ ------ ------
Total Variable Cost 2,494 4,763 755 1,091 861 29,831
------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 962 1,382 197 841 1,588 13,435
------ ------ ------ ------ ------ ------
28% 22% 21% 44% 65% 31%
PLANT FIXED COST
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases 35 35 71 35 35 461
Launch Risk - - - - - -
Depreciation 382 381 379 376 371 5,190
Mi SBT - - - - - -
Taxes 3 1 37 15 15 140
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed - - - - - -
------ ------ ------ ------ ------ ------
Total Fixed Cost 421 417 487 427 422 5,791
------ ------ ------ ------ ------ ------
GROSS MARGIN 541 965 (290) 414 1,166 7,644
------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT - - - - - -
Taxes - - - - - -
Payroll Related Expenses - - - - - -
Gainshare - - - - - -
Other
Utilities and Telephone - - - - - -
Insurance - - - - - -
Normal Course Professional - - - - - -
Maintenance & Supplies - - - - - -
Travel & Entertainment - - - - - -
Depreciation - - - - - -
Other - - - - - -
------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - -
------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - - - - - -
Interest Expense - - - - - -
OEM Discount - - - - - -
Other Expense/(Income) - - - - - -
Building Rents/Usage Fees - - - - - -
Litigation/Patent Legal Fees - - - - - -
Amortization of Financing Cost - - - - - -
Restructuring Fees - - - - - -
------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - -
------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 541 965 (290) 414 1,166 7,644
------ ------ ------ ------ ------ ------
Provision for Income Taxes -
------ ------ ------ ------ ------ ------
NET INCOME 541 965 (290) 414 1,166 7,644
====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - -
OEM Discount - - - - - -
Income Tax - - - - - -
Other Expense/(Income) - - - - - -
MI SBT - - - - - -
Restructuring Fees - - - - - -
Depreceation & Amortization 382 381 379 376 371 5,190
------ ------ ------ ------ ------ ------
EBITDA 923 1,346 89 790 1,537 12,834
====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------
Adjusted EBITDA 923 1,346 89 790 1,537 12,834
====== ====== ====== ====== ====== ======
18 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
------- ------- ------- ------- ------- -------
REVENUE 2,105 4,217 7,070 987 3,408 913
VARIABLE COST
Material 973 2,057 4,627 439 2,258 363
Scrap - - - - - -
Labor 568 487 544 84 84 84
Burden (101) 184 (2) 12 12 12
Adjustment for Restructuring - - - - - -
------- ------- ------- ------- ------- -------
Total Variable Cost 1,440 2,728 5,169 535 2,354 459
------- ------- ------- ------- ------- -------
CONTRIBUTION MARGIN 665 1,489 1,901 452 1,054 454
------- ------- ------- ------- ------- -------
32% 35% 27% 46% 31% 50%
PLANT FIXED COST
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases 35 35 35 35 35 35
Launch Risk - - - - - -
Depreciation 371 370 370 358 358 359
Mi SBT - - - - - -
Taxes 15 9 8 12 12 12
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- -------
Total Fixed Cost 422 415 414 406 406 406
------- ------- ------- ------- ------- -------
GROSS MARGIN 243 1,074 1,487 47 648 48
------- ------- ------- ------- ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT - - - - - -
Taxes - - - - - -
Payroll Related Expenses - - - - - -
Gainshare - - - - - -
Other
Utilities and Telephone - - - - - -
Insurance - - - - - -
Normal Course Professional - - - - - -
Maintenance & Supplies - - - - - -
Travel & Entertainment - - - - - -
Depreciation - - - - - -
Other - - - - - -
------- ------- ------- ------- ------- -------
Total SG&A Fixed - - - - - -
------- ------- ------- ------- ------- -------
SG&A VARIABLE
Commissions - - - - - -
Interest Expense - - - - - -
OEM Discount - - - - - -
Other Expense/(Income) - - - - - -
Building Rents/Usage Fees - - - - - -
Litigation/Patent Legal Fees - - - - - -
Amortization of Financing Cost - - - - - -
Restructuring Fees - - - - - -
------- ------- ------- ------- ------- -------
Total SG&A Variable - - - - - -
------- ------- ------- ------- ------- -------
INCOME BEFORE TAX 243 1,074 1,487 47 648 48
------- ------- ------- ------- ------- -------
Provision for Income Taxes
------- ------- ------- ------- ------- -------
NET INCOME 243 1,074 1,487 47 648 48
======= ======= ======= ======= ======= =======
EBITDA CALCULATION
Add:
Interest - - - - - -
OEM Discount - - - - - -
Income Tax - - - - - -
Other Expense/(Income) - - - - - -
MI SBT - - - - - -
Restructuring Fees - - - - - -
Depreceation & Amortization 371 370 370 358 358 359
------- ------- ------- ------- ------- -------
EBITDA 614 1,444 1,857 405 1,007 406
======= ======= ======= ======= ======= =======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------- ------- ------- ------- ------- -------
Adjusted EBITDA 614 1,444 1,857 405 1,007 406
======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04
------- ------- ------- ------- -------
REVENUE 3,759 868 864 3,354 11,804
VARIABLE COST
Material 2,521 363 363 2,258 8,613
Scrap - - - - -
Labor 84 84 84 84 84
Burden 12 12 12 12 12
Adjustment for Restructuring - - - - -
------- ------- ------- ------- -------
Total Variable Cost 2,617 459 459 2,354 8,709
------- ------- ------- ------- -------
CONTRIBUTION MARGIN 1,142 409 406 1,000 3,095
------- ------- ------- ------- -------
30% 47% 47% 30% 26%
PLANT FIXED COST
Third Party Rents & Leases - - - - -
Related Party Rents & Leases 35 35 35 35 35
Launch Risk - - - - -
Depreciation 262 263 263 263 263
Mi SBT - - - - -
Taxes 12 12 12 12 12
Fees From Deluxe - - - - -
Restructuring Adj. - Fixed - - - - -
------- ------- ------- ------- -------
Total Fixed Cost 310 310 310 310 310
------- ------- ------- ------- -------
GROSS MARGIN 833 99 96 690 2,785
------- ------- ------- ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - -
Related Party Rents & Leases - - - - -
Mi SBT - - - - -
Taxes - - - - -
Payroll Related Expenses - - - - -
Gainshare - - - - -
Other
Utilities and Telephone - - - - -
Insurance - - - - -
Normal Course Professional - - - - -
Maintenance & Supplies - - - - -
Travel & Entertainment - - - - -
Depreciation - - - - -
Other - - - - -
------- ------- ------- ------- -------
Total SG&A Fixed - - - - -
------- ------- ------- ------- -------
SG&A VARIABLE
Commissions - - - - -
Interest Expense - - - - -
OEM Discount - - - - -
Other Expense/(Income) - - - - -
Building Rents/Usage Fees - - - - -
Litigation/Patent Legal Fees - - - - -
Amortization of Financing Cost - - - - -
Restructuring Fees - - - - -
------- ------- ------- ------- -------
Total SG&A Variable - - - - -
------- ------- ------- ------- -------
INCOME BEFORE TAX 833 99 96 690 2,785
------- ------- ------- ------- -------
Provision for Income Taxes
------- ------- ------- ------- -------
NET INCOME 833 99 96 690 2,785
======= ======= ======= ======= =======
EBITDA CALCULATION
Add:
Interest - - - - -
OEM Discount - - - - -
Income Tax - - - - -
Other Expense/(Income) - - - - -
MI SBT - - - - -
Restructuring Fees - - - - -
Depreceation & Amortization 262 263 263 263 263
------- ------- ------- ------- -------
EBITDA 1,095 362 358 953 3,048
======= ======= ======= ======= =======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------- ------- ------- ------- -------
Adjusted EBITDA 1,095 362 358 953 3,048
======= ======= ======= ======= =======
19 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
2004
------
REVENUE 52,524
VARIABLE COST
Material 37,411
Scrap -
Labor 2,587
Burden 232
Adjustment for Restructuring -
------
Total Variable Cost 40,230
------
CONTRIBUTION MARGIN 12,294
------
23%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases 426
Launch Risk -
Depreciation 3,816
Mi SBT -
Taxes 141
Fees From Deluxe -
Restructuring Adj. - Fixed -
------
Total Fixed Cost 4,382
------
GROSS MARGIN 7,912
------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------
Total SG&A Fixed -
------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------
Total SG&A Variable -
------
INCOME BEFORE TAX 7,912
------
Provision for Income Taxes -
------
NET INCOME 7,912
======
EBITDA CALCULATION
Add:
Interest -
OEM Discount -
Income Tax -
Other Expense/(Income) -
MI SBT -
Restructuring Fees -
Depreceation & Amortization 3,816
------
EBITDA 11,728
======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------
Adjusted EBITDA 11,728
======
20 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATED TOOLING (NO DELUXE) - RESTRUCTURE
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 8,356 7,015 13,205 18,473 47,050 3,405 20,710 4,405 16,405
VARIABLE COST
Material 5,401 4,625 11,167 11,645 32,837 1,500 12,873 1,987 11,776
Scrap - - - - - - - - -
Labor 251 726 726 1,875 3,578 715 2,131 947 251
Burden 37 119 119 317 591 117 361 157 37
Adjustment for Restructuring - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 5,688 5,470 12,012 13,836 37,006 2,331 15,365 3,090 12,063
------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 2,668 1,546 1,194 4,637 10,044 1,074 5,345 1,315 4,342
------ ------ ------ ------ ------ ------ ------ ------ ------
32% 22% 9% 25% 21% 32% 26% 30% 26%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - -
Related Party Rents & Leases 106 106 106 106 426 106 106 106 106
Launch Risk - - - - - - - - -
Depreciation 546 546 546 546 2,183 319 319 319 319
Mi SBT - - - - - - - - -
Taxes 37 37 37 37 149 38 38 38 38
Fees From Deluxe - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 689 689 689 689 2,757 464 464 464 464
------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 1,979 857 504 3,947 7,287 610 4,881 851 3,878
------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - -
Related Party Rents & Leases - - - - - - - - -
Mi SBT - - - - - - - - -
Taxes - - - - - - - - -
Payroll Related Expenses - - - - - - - - -
Gainshare - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - -
Insurance - - - - - - - - -
Normal Course Professional - - - - - - - - -
Maintenance & Supplies - - - - - - - - -
Travel & Entertainment - - - - - - - - -
Depreciation - - - - - - - - -
Other - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - - - - - - - - -
Interest Expense - - - - - - - - -
OEM Discount - - - - - - - - -
Other Expense/(Income) - - - - - - - - -
Building Rents/Usage Fees - - - - - - - - -
Litigation/Patent Legal Fees - - - - - - - - -
Amortization of Financing Cost - - - - - - - - -
Restructuring Fees - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 1,979 857 504 3,947 7,287 610 4,881 851 3,878
------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 1,979 857 504 3,947 7,287 610 4,881 851 3,878
====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - -
OEM Discount - - - - - - - - -
Income Tax - - - - - - - - -
Other Expense/(Income) - - - - - - - - -
MI SBT - - - - - - - - -
Restructuring Fees - - - - - - - - -
Depreceation & Amortization 546 546 546 546 2,183 319 319 319 319
------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 2,524 1,402 1,050 4,493 9,470 929 5,201 1,170 4,197
====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 2,524 1,402 1,050 4,493 9,470 929 5,201 1,170 4,197
====== ====== ====== ====== ====== ====== ====== ====== ======
F'CAST F'CAST
2006 2007 2008
------ ------ ------
REVENUE 44,926 41,043 40,843
VARIABLE COST
Material 28,136 26,946 26,849
Scrap - - -
Labor 4,043 3,369 3,322
Burden 671 555 547
Adjustment for Restructuring - - -
------ ------ ------
Total Variable Cost 32,850 30,870 30,718
------ ------ ------
CONTRIBUTION MARGIN 12,076 10,173 10,125
------ ------ ------
27% 25% 25%
PLANT FIXED COST
Third Party Rents & Leases - - -
Related Party Rents & Leases 426 426 426
Launch Risk - - -
Depreciation 1,278 716 444
Mi SBT - - -
Taxes 153 158 158
Fees From Deluxe - - -
Restructuring Adj. - Fixed - - -
------ ------ ------
Total Fixed Cost 1,856 1,299 1,027
------ ------ ------
GROSS MARGIN 10,220 8,874 9,097
------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - -
Related Party Rents & Leases - - -
Mi SBT - - -
Taxes - - -
Payroll Related Expenses - - -
Gainshare - - -
Other
Utilities and Telephone - - -
Insurance - - -
Normal Course Professional - - -
Maintenance & Supplies - - -
Travel & Entertainment - - -
Depreciation - - -
Other - - -
------ ------ ------
Total SG&A Fixed - - -
------ ------ ------
SG&A VARIABLE
Commissions - - -
Interest Expense - - -
OEM Discount - - -
Other Expense/(Income) - - -
Building Rents/Usage Fees - - -
Litigation/Patent Legal Fees - - -
Amortization of Financing Cost - - -
Restructuring Fees - - -
------ ------ ------
Total SG&A Variable - - -
------ ------ ------
INCOME BEFORE TAX 10,220 8,874 9,097
------ ------ ------
Provision for Income Taxes -
------ ------ ------
NET INCOME 10,220 8,874 9,097
====== ====== ======
EBITDA CALCULATION
Add:
Interest - - -
OEM Discount - - -
Income Tax - - -
Other Expense/(Income) - - -
MI SBT - - -
Restructuring Fees - - -
Depreceation & Amortization 1,278 716 444
------ ------ ------
EBITDA 11,498 9,590 9,542
====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------
Adjusted EBITDA 11,498 9,590 9,542
====== ====== ======
21 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
-------- -------- -------- -------- -------- -------- --------
ASSETS
CURRENT ASSETS:
Cash & Equivalent (0) 1,846 (1) (6) (3) (0) (0)
Accounts Receivable:
Trade 32,813 30,054 36,905 35,813 37,864 37,219 28,822
Tooling 13,297 11,001 7,285 7,488 6,526 5,769 6,031
Related Party 75,876 77,191 78,904 81,854 85,909 90,002 91,246
Intercompany 36,153 35,325 34,876 35,843 37,321 37,699 36,629
-------- -------- -------- -------- -------- -------- --------
Total Accounts Receivable 158,139 153,571 157,970 160,998 167,619 170,690 162,728
-------- -------- -------- -------- -------- -------- --------
Inventory:
Production 22,651 21,627 21,252 24,151 21,355 19,937 20,589
Unbilled Tooling Revenue 8,265 8,861 9,802 11,330 12,362 14,347 15,106
Tooling 12,473 13,067 18,710 17,614 17,605 16,879 15,882
-------- -------- -------- -------- -------- -------- --------
Total Inventory 43,389 43,555 49,764 53,095 51,323 51,164 51,577
-------- -------- -------- -------- -------- -------- --------
Current Deferred Tax Asset 8,585 8,585 9,862 9,862 9,862 5,687 5,687
Prepaid and Other 25,997 26,099 28,586 31,082 35,453 35,018 33,542
-------- -------- -------- -------- -------- -------- --------
TOTAL CURRENT ASSETS 236,109 233,655 246,181 255,031 264,254 262,560 253,534
-------- -------- -------- -------- -------- -------- --------
Property, Plant, & Equipment 376,329 376,668 377,509 375,863 376,316 377,450 377,785
Accumulated Depreciation (217,838) (220,270) (223,002) (225,464) (227,935) (230,238) (232,439)
-------- -------- -------- -------- -------- -------- --------
NET PP&E 158,491 156,398 154,508 150,399 148,382 147,212 145,347
-------- -------- -------- -------- -------- -------- --------
Net Goodwill 44,219 44,219 44,219 44,219 44,219 44,219 44,219
Intangible Assets (Net of Goodwill) 8,854 8,651 8,448 8,286 8,088 7,891 7,694
Non-Current Deferred Tax Asset 11,947 14,647 11,874 12,329 12,599 18,502 19,027
Other Non-Current Assets 64,764 61,597 60,618 59,568 58,463 57,315 57,280
Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761 3,761
-------- -------- -------- -------- -------- -------- --------
TOTAL ASSETS 528,145 522,928 529,609 533,594 539,767 541,460 530,861
======== ======== ======== ======== ======== ======== ========
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
-------- -------- -------- -------- -------- ----------
ASSETS
CURRENT ASSETS:
Cash & Equivalent (2) (1) (2) (2) 739 739
Accounts Receivable:
Trade 25,635 29,934 28,920 26,897 14,537 14,537
Tooling 6,260 17,940 13,247 9,059 10,520 10,520
Related Party 92,088 94,332 94,615 95,703 100,314 100,314
Intercompany 35,534 37,547 38,368 38,685 23,042 23,042
-------- -------- -------- -------- -------- ---------
Total Accounts Receivable 159,517 179,753 175,151 170,343 148,413 148,413
-------- -------- -------- -------- -------- ---------
Inventory:
Production 18,995 18,363 20,400 20,761 19,554 19,554
Unbilled Tooling Revenue 16,387 11,672 12,071 12,594 8,340 8,340
Tooling 15,007 15,559 16,488 18,800 21,912 21,912
-------- -------- -------- -------- -------- ---------
Total Inventory 50,389 45,594 48,959 52,155 49,806 49,806
-------- -------- -------- -------- -------- ---------
Current Deferred Tax Asset 5,687 6,797 6,797 6,797 6,797 6,797
Prepaid and Other 33,701 33,702 31,299 30,772 28,741 28,741
-------- -------- -------- -------- -------- ---------
TOTAL CURRENT ASSETS 249,293 265,846 262,204 260,065 234,496 234,496
-------- -------- -------- -------- -------- ---------
Property, Plant, & Equipment 378,413 379,780 380,772 385,654 387,783 387,783
Accumulated Depreciation (234,698) (237,007) (239,183) (241,480) (241,574) (241,574)
-------- -------- -------- -------- -------- ---------
NET PP&E 143,715 142,773 141,590 144,174 146,209 146,209
-------- -------- -------- -------- -------- ---------
Net Goodwill 44,219 44,219 44,219 44,219 - -
Intangible Assets (Net of Goodwill) 9,537 9,337 9,297 8,984 8,658 8,658
Non-Current Deferred Tax Asset 19,552 20,530 21,530 21,793 9,917 9,917
Other Non-Current Assets 56,867 55,688 55,165 51,716 49,908 49,908
Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761
-------- -------- -------- -------- -------- ---------
TOTAL ASSETS 526,944 542,155 537,766 534,712 452,949 452,949
======== ======== ======== ======== ======== =========
22 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
---------- ---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Accounts Payable 67,515 64,840 68,565 79,236 79,683 77,203 76,899
Accrued Liabilities:
Interest 32,744 36,202 40,503 40,441 40,529 40,854 40,442
Commission & Rent 14,414 13,472 14,994 14,991 15,015 14,992 14,907
Inventory - - - - - - -
Other 12,597 12,366 21,955 21,657 21,513 21,247 21,592
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Accrued Liabilities 59,756 62,040 77,452 77,089 77,057 77,094 76,941
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 127,272 126,880 146,017 156,325 156,740 154,296 153,839
---------- ---------- ---------- ---------- ---------- ---------- ----------
LONG TERM DEBT:
Line of Credit - - - - 5,209 7,968 10,988
Term Loan 425,859 425,851 424,342 424,456 424,587 424,633 424,671
Bond Debt 455,000 455,000 455,000 455,000 455,000 455,000 455,000
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LONG TERM DEBT 880,859 880,851 879,342 879,456 884,796 887,601 890,659
---------- ---------- ---------- ---------- ---------- ---------- ----------
Accrued Pension & Other Non-current 26,461 27,376 34,809 35,364 36,262 36,635 37,533
Deferred Tax Liability 18,632 18,632 18,093 18,093 18,093 17,562 17,562
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITY 1,053,224 1,053,739 1,078,261 1,089,237 1,095,891 1,096,094 1,099,594
---------- ---------- ---------- ---------- ---------- ---------- ----------
EQUITY
Common Stock - - - - - - -
Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 15,425
Related Party Receivable
Preferred Stock - - - - - - -
Cumulative Foreign Currency Adjustment (2,153) (2,090) (2,048) (1,990) (1,849) (1,811) (2,268)
Retained Earnings (538,350) (544,146) (562,029) (569,078) (569,699) (568,249) (581,890)
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL EQUITY (525,078) (530,811) (548,652) (555,643) (556,123) (554,635) (568,733)
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY 528,145 522,928 529,609 533,594 539,767 541,460 530,861
========== ========== ========== ========== ========== ========== ==========
0 0 (0) (0) (0) 0 0
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Accounts Payable 72,144 76,223 74,198 75,100 73,192 73,192
Accrued Liabilities:
Interest 40,386 40,470 40,517 42,504 44,536 44,536
Commission & Rent 14,839 14,825 14,799 14,017 16,749 16,749
Inventory - - - - - -
Other 21,089 20,324 20,873 21,028 19,645 19,645
---------- ---------- ---------- ---------- ---------- ----------
Total Accrued Liabilities 76,314 75,618 76,188 77,548 80,930 80,930
---------- ---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 148,458 151,841 150,386 152,648 154,121 154,121
---------- ---------- ---------- ---------- ---------- ----------
LONG TERM DEBT:
Line of Credit 17,830 29,055 30,193 30,635 28,062 28,062
Term Loan 424,718 424,782 424,832 424,889 424,940 424,940
Bond Debt 455,000 455,000 455,000 455,000 455,000 455,000
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LONG TERM DEBT 897,548 908,837 910,025 910,524 908,002 908,002
---------- ---------- ---------- ---------- ---------- ----------
Accrued Pension & Other Non-current 38,432 38,640 39,532 40,423 37,432 37,432
Deferred Tax Liability 17,562 16,714 16,714 16,714 16,714 16,714
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITY 1,102,000 1,116,032 1,116,657 1,120,309 1,116,270 1,116,270
---------- ---------- ---------- ---------- ---------- ----------
EQUITY
Common Stock - - - - - -
Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425
Related Party Receivable
Preferred Stock - - - - - -
Cumulative Foreign Currency Adjustment (2,152) (1,774) (1,659) (1,638) (2,294) (2,294)
Retained Earnings (588,329) (587,528) (592,657) (599,383) (676,452) (676,452)
---------- ---------- ---------- ---------- ---------- ----------
TOTAL EQUITY (575,056) (573,877) (578,891) (585,596) (663,321) (663,321)
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY 526,944 542,155 537,766 534,713 452,949 452,949
========== ========== ========== ========== ========== ==========
(0) 0 0 (0) (0) (0)
23 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
-------- -------- -------- -------- -------- -------- --------
ASSETS
CURRENT ASSETS:
Cash & Equivalent 0 0 (1) (0) - 0 -
Accounts Receivable:
Trade 21,044 20,560 21,594 17,029 18,193 18,214 17,558
Tooling 10,320 11,452 12,201 9,311 16,347 15,304 9,937
Related Party 101,097 101,658 103,131 103,024 104,886 106,451 107,258
Intercompany 23,201 25,171 24,812 24,812 24,812 24,812 24,812
-------- -------- -------- -------- -------- -------- --------
Total Accounts Receivable 155,662 158,841 161,738 154,176 164,239 164,781 159,564
-------- -------- -------- -------- -------- -------- --------
Inventory:
Production 20,992 21,510 20,927 23,737 23,179 21,265 19,128
Unbilled Tooling Revenue 8,077 9,813 10,208 8,763 3,672 2,912 12,742
Tooling 23,803 24,312 20,818 23,225 21,324 24,307 27,862
-------- -------- -------- -------- -------- -------- --------
Total Inventory 52,872 55,635 51,953 55,725 48,175 48,484 59,732
-------- -------- -------- -------- -------- -------- --------
Current Deferred Tax Asset 6,797 6,797 6,797 6,797 6,797 6,797 6,797
Prepaid and Other 28,111 27,253 28,677 28,677 28,677 28,677 28,677
-------- -------- -------- -------- -------- -------- --------
TOTAL CURRENT ASSETS 243,442 248,526 249,165 245,375 247,888 248,739 254,771
-------- -------- -------- -------- -------- -------- --------
Property, Plant, & Equipment 389,322 392,056 394,495 399,342 403,720 407,052 407,552
Accumulated Depreciation (243,545) (245,525) (247,571) (249,955) (252,347) (254,750) (257,111)
-------- -------- -------- -------- -------- -------- --------
NET PP&E 145,777 146,531 146,923 149,388 151,373 152,303 150,442
-------- -------- -------- -------- -------- -------- --------
Net Goodwill - - - - - - -
Intangible Assets (Net of Goodwill) 8,483 8,308 8,132 7,956 7,780 7,604 7,427
Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 9,917 9,917 9,917
Other Non-Current Assets 48,917 48,067 46,512 46,026 45,540 45,055 44,569
Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761 3,761
-------- -------- -------- -------- -------- -------- --------
TOTAL ASSETS 460,295 465,110 464,409 462,422 466,258 467,377 470,886
======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
-------- -------- -------- -------- -------- ----------
ASSETS
CURRENT ASSETS:
Cash & Equivalent - - - - - -
Accounts Receivable:
Trade 18,634 19,501 22,085 20,098 19,900 19,900
Tooling 11,936 11,975 6,188 5,823 9,643 9,643
Related Party 108,638 110,591 111,687 113,600 114,533 114,533
Intercompany 24,812 24,812 24,812 24,812 24,812 24,812
-------- -------- -------- -------- -------- ----------
Total Accounts Receivable 164,020 166,879 164,771 164,333 168,888 168,888
-------- -------- -------- -------- -------- ----------
Inventory:
Production 19,693 21,926 26,646 26,908 25,477 25,477
Unbilled Tooling Revenue 12,605 12,403 12,403 14,930 21,947 21,947
Tooling 28,603 29,022 31,766 33,060 25,289 25,289
-------- -------- -------- -------- -------- ----------
Total Inventory 60,901 63,351 70,814 74,897 72,713 72,713
-------- -------- -------- -------- -------- ----------
Current Deferred Tax Asset 6,797 6,797 6,797 6,797 6,797 6,797
Prepaid and Other 28,677 28,677 28,677 28,677 28,677 28,677
-------- -------- -------- -------- -------- ----------
TOTAL CURRENT ASSETS 260,395 265,704 271,060 274,705 277,075 277,075
-------- -------- -------- -------- -------- ----------
Property, Plant, & Equipment 407,552 407,602 407,602 407,602 410,152 410,152
Accumulated Depreciation (259,416) (261,722) (264,031) (266,340) (268,650) (268,650)
-------- -------- -------- -------- -------- ----------
NET PP&E 148,136 145,880 143,571 141,262 141,502 141,502
-------- -------- -------- -------- -------- ----------
Net Goodwill - - - - - -
Intangible Assets (Net of Goodwill) 7,251 7,075 6,899 6,723 6,546 6,546
Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 9,917 9,917
Other Non-Current Assets 44,083 43,598 43,112 42,626 42,141 42,141
Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761 3,761
-------- -------- -------- -------- -------- ----------
TOTAL ASSETS 473,543 475,934 478,319 478,993 480,942 480,942
======== ======== ======== ======== ======== ==========
24 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
---------- ---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Accounts Payable 73,356 76,948 74,660 79,646 79,663 10,366 10,983
Accrued Liabilities:
Interest 46,192 48,263 50,485 52,529 54,573 2,031 4,205
Commission & Rent 17,779 16,856 16,874 17,657 18,441 19,224 20,007
Inventory - - - - - - -
Other 21,740 21,600 21,747 23,178 24,975 8,865 8,806
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Accrued Liabilities 85,711 86,720 89,106 93,365 97,989 30,120 33,018
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 159,067 163,668 163,767 173,011 177,652 40,486 44,001
---------- ---------- ---------- ---------- ---------- ---------- ----------
LONG TERM DEBT:
Line of Credit 39,096 42,543 45,010 39,682 42,649 3,662 14,596
Term Loan 424,977 424,977 425,057 425,057 425,057 340,125 340,125
Bond Debt 455,000 455,000 455,000 455,000 455,000 - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LONG TERM DEBT 919,073 922,520 925,067 919,739 922,706 343,787 354,721
---------- ---------- ---------- ---------- ---------- ---------- ----------
Accrued Pension & Other Non-current 38,324 39,133 39,891 39,833 39,775 36,167 36,109
Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714 16,714
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITY 1,133,178 1,142,035 1,145,439 1,149,298 1,156,847 437,154 451,545
---------- ---------- ---------- ---------- ---------- ---------- ----------
EQUITY
Common Stock - - - - - 561,991 561,991
Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425 15,425
Related Party Receivable
Preferred Stock - - - - - 175,000 175,000
Cumulative Foreign Currency Adjustment (2,376) (2,397) (2,390) (2,390) (2,390) (2,390) (2,390)
Retained Earnings (685,932) (689,953) (694,065) (699,911) (703,624) (719,803) (730,685)
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL EQUITY (672,882) (676,924) (681,030) (686,876) (690,589) 30,223 19,341
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY 460,296 465,110 464,409 462,422 466,258 467,377 470,886
========== ========== ========== ========== ========== ========== ==========
(0) 0 (0) (0) (0) (0) (0)
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Accounts Payable 11,366 12,804 13,837 14,038 13,180 13,180
Accrued Liabilities:
Interest 6,380 8,554 10,815 13,077 13,030 13,030
Commission & Rent 20,790 21,574 22,357 23,140 23,974 23,974
Inventory - - - - - -
Other 7,635 8,114 8,055 8,534 9,013 9,013
---------- ---------- ---------- ---------- ---------- ----------
Total Accrued Liabilities 34,805 38,242 41,227 44,751 46,017 46,017
---------- ---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 46,172 51,046 55,065 58,789 59,197 59,197
---------- ---------- ---------- ---------- ---------- ----------
LONG TERM DEBT:
Line of Credit 17,023 13,681 13,251 11,854 11,169 11,169
Term Loan 340,125 340,125 340,125 340,125 342,459 342,459
Bond Debt - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LONG TERM DEBT 357,148 353,807 353,376 351,980 353,628 353,628
---------- ---------- ---------- ---------- ---------- ----------
Accrued Pension & Other Non-current 36,051 35,193 35,135 35,077 33,019 33,019
Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITY 456,086 456,759 460,290 462,560 462,558 462,558
---------- ---------- ---------- ---------- ---------- ----------
EQUITY
Common Stock 561,991 561,991 561,991 561,991 561,991 561,991
Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425
Related Party Receivable
Preferred Stock 175,000 175,000 175,000 175,000 201,250 201,250
Cumulative Foreign Currency Adjustment (2,390) (2,390) (2,390) (2,390) (2,390) (2,390)
Retained Earnings (732,569) (730,852) (731,998) (733,594) (757,892) (757,892)
---------- ---------- ---------- ---------- ---------- ----------
TOTAL EQUITY 17,458 19,175 18,028 16,432 18,384 18,384
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY 473,543 475,934 478,319 478,993 480,942 480,942
========== ========== ========== ========== ========== ==========
(0) (0) (0) (0) (0) (0)
25 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05
-------- -------- -------- --------
ASSETS
CURRENT ASSETS:
Cash & Equivalent (0) (0) (0) 9,962
Accounts Receivable:
Trade 21,309 20,117 18,620 18,262
Tooling 16,697 8,276 14,802 6,120
Related Party 118,712 116,778 116,233 96,443
Intercompany 24,812 24,812 24,812 24,812
-------- -------- -------- --------
Total Accounts Receivable 181,530 169,982 174,467 145,636
-------- -------- -------- --------
Inventory:
Production 26,980 26,391 21,962 22,635
Unbilled Tooling Revenue 16,660 18,694 18,694 32,643
Tooling 27,770 34,092 36,638 29,839
-------- -------- -------- --------
Total Inventory 71,409 79,177 77,295 85,117
-------- -------- -------- --------
Current Deferred Tax Asset 6,797 6,797 6,797 6,797
Prepaid and Other 28,677 28,677 28,677 28,677
-------- -------- -------- --------
TOTAL CURRENT ASSETS 288,414 284,634 287,236 276,189
-------- -------- -------- --------
Property, Plant, & Equipment 418,615 423,077 427,540 432,002
Accumulated Depreciation (275,172) (281,695) (288,217) (294,739)
-------- -------- -------- --------
NET PP&E 143,442 141,383 139,323 137,263
-------- -------- -------- --------
Net Goodwill - - - -
Intangible Assets (Net of Goodwill) 6,054 5,561 5,069 4,576
Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917
Other Non-Current Assets 34,272 32,815 31,358 29,901
Investment In Subsidiaries 3,761 3,761 3,761 3,761
-------- -------- -------- --------
TOTAL ASSETS 485,859 478,070 476,663 461,606
======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST
12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
---------- -------- -------- -------- --------
ASSETS
CURRENT ASSETS:
Cash & Equivalent 9,962 22,465 10,614 8,523 15,416
Accounts Receivable:
Trade 18,262 20,230 18,780 17,585 17,932
Tooling 6,120 13,660 5,160 17,160 5,160
Related Party 96,443 93,002 95,883 94,620 96,936
Intercompany 24,812 24,812 24,812 24,812 24,812
---------- -------- -------- -------- --------
Total Accounts Receivable 145,636 151,703 144,635 154,177 144,840
---------- -------- -------- -------- --------
Inventory:
Production 22,635 25,399 24,067 20,763 22,793
Unbilled Tooling Revenue 32,643 8,143 27,448 10,343 25,343
Tooling 29,839 38,285 25,387 28,018 17,544
---------- -------- -------- -------- --------
Total Inventory 85,117 71,827 76,903 59,125 65,680
---------- -------- -------- -------- --------
Current Deferred Tax Asset 6,797 6,797 6,797 6,797 6,797
Prepaid and Other 28,677 28,677 28,677 28,677 28,677
---------- -------- -------- -------- --------
TOTAL CURRENT ASSETS 276,189 281,470 267,626 257,299 261,410
---------- -------- -------- -------- --------
Property, Plant, & Equipment 432,002 436,465 460,927 465,390 469,852
Accumulated Depreciation (294,739) (301,047) (307,355) (313,663) (319,971)
---------- -------- -------- -------- --------
NET PP&E 137,263 135,417 153,572 151,726 149,881
---------- -------- -------- -------- --------
Net Goodwill - - - - -
Intangible Assets (Net of Goodwill) 4,576 4,121 3,665 3,210 2,754
Non-Current Deferred Tax Asset 9,917 9,917 9,917 9,917 9,917
Other Non-Current Assets 29,901 28,444 26,987 25,530 24,073
Investment In Subsidiaries 3,761 3,761 3,761 3,761 3,761
---------- -------- -------- -------- --------
TOTAL ASSETS 461,606 463,130 465,528 451,443 451,795
========== ======== ======== ======== ========
F'CAST F'CAST
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
ASSETS
CURRENT ASSETS:
Cash & Equivalent 15,416 7,243 8,361
Accounts Receivable:
Trade 17,932 36,215 33,850
Tooling 5,160 5,160 5,160
Related Party 96,936 97,068 96,611
Intercompany 24,812 24,812 24,812
---------- ---------- ----------
Total Accounts Receivable 144,840 163,255 160,433
---------- ---------- ----------
Inventory:
Production 22,793 24,144 22,417
Unbilled Tooling Revenue 25,343 25,643 25,643
Tooling 17,544 16,126 15,367
---------- ---------- ----------
Total Inventory 65,680 65,913 63,427
---------- ---------- ----------
Current Deferred Tax Asset 6,797 6,797 6,797
Prepaid and Other 28,677 28,677 28,677
---------- ---------- ----------
TOTAL CURRENT ASSETS 261,410 271,886 267,695
---------- ---------- ----------
Property, Plant, & Equipment 469,852 487,702 505,552
Accumulated Depreciation (319,971) (344,854) (369,282)
---------- ---------- ----------
NET PP&E 149,881 142,849 136,270
---------- ---------- ----------
Net Goodwill - - -
Intangible Assets (Net of Goodwill) 2,754 1,886 1,536
Non-Current Deferred Tax Asset 9,917 9,917 9,917
Other Non-Current Assets 24,073 18,245 12,418
Investment In Subsidiaries 3,761 3,761 3,761
---------- ---------- ----------
TOTAL ASSETS 451,795 448,543 431,596
========== ========== ==========
26 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Accounts Payable 13,838 28,443 24,830 23,549 23,549 26,065
Accrued Liabilities:
Interest 19,891 2,010 3,057 0 0 1,131
Commission & Rent 26,374 28,774 31,174 33,573 33,573 35,973
Inventory - - - - - -
Other 8,148 9,074 8,148 9,074 9,074 8,165
---------- ---------- ---------- ---------- ---------- ----------
Total Accrued Liabilities 54,413 39,858 42,379 42,648 42,648 45,269
---------- ---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 68,251 68,300 67,209 66,197 66,197 71,334
---------- ---------- ---------- ---------- ---------- ----------
LONG TERM DEBT:
Line of Credit 5,962 8,928 14,426 - - -
Term Loan 342,459 332,333 332,333 336,520 336,520 336,520
Bond Debt - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LONG TERM DEBT 348,421 341,261 346,759 336,520 336,520 336,520
---------- ---------- ---------- ---------- ---------- ----------
Accrued Pension & Other Non-current 32,545 32,071 31,597 29,123 29,123 28,765
Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITY 465,931 458,347 462,279 448,554 448,554 453,334
---------- ---------- ---------- ---------- ---------- ----------
EQUITY
Common Stock 561,991 561,991 561,991 561,991 561,991 561,991
Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425
Related Party Receivable
Preferred Stock 201,250 201,250 201,250 241,500 241,500 241,500
Cumulative Foreign Currency Adjustment (2,390) (2,390) (2,390) (2,390) (2,390) (2,390)
Retained Earnings (756,348) (756,552) (761,893) (803,474) (803,474) (806,730)
---------- ---------- ---------- ---------- ---------- ----------
TOTAL EQUITY 19,928 19,724 14,383 13,052 13,052 9,796
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY 485,859 478,070 476,663 461,607 461,607 463,130
========== ========== ========== ========== ========== ==========
(0) (0) (0) (0) (0) (0)
F'CAST F'CAST F'CAST F'CAST F'CAST
JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
---------- ---------- ---------- ---------- ---------- ----------
LIABILITIES & EQUITY
CURRENT LIABILITIES:
Accounts Payable 25,558 20,083 21,864 21,864 24,061 21,763
Accrued Liabilities:
Interest 2,261 3,392 91 91 482 903
Commission & Rent 38,373 40,773 43,173 43,173 52,773 62,373
Inventory - - - - - -
Other 9,118 8,165 9,118 9,118 9,118 9,118
---------- ---------- ---------- ---------- ---------- ----------
Total Accrued Liabilities 49,753 52,330 52,382 52,382 62,373 72,394
---------- ---------- ---------- ---------- ---------- ----------
TOTAL CURRENT LIABILITIES 75,311 72,413 74,247 74,247 86,434 94,157
---------- ---------- ---------- ---------- ---------- ----------
LONG TERM DEBT:
Line of Credit - - - - - -
Term Loan 336,520 336,520 341,042 341,042 345,925 351,199
Bond Debt - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LONG TERM DEBT 336,520 336,520 341,042 341,042 345,925 351,199
---------- ---------- ---------- ---------- ---------- ----------
Accrued Pension & Other Non-current 28,465 28,165 27,865 27,865 26,665 25,465
Deferred Tax Liability 16,714 16,714 16,714 16,714 16,714 16,714
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITY 457,010 453,813 459,868 459,868 475,738 487,536
---------- ---------- ---------- ---------- ---------- ----------
EQUITY
Common Stock 561,991 561,991 561,991 561,991 561,991 561,991
Additional Paid In Capital 15,425 15,425 15,425 15,425 15,425 15,425
Related Party Receivable
Preferred Stock 241,500 241,500 289,800 289,800 347,760 417,312
Cumulative Foreign Currency Adjustment (2,390) (2,390) (2,390) (2,390) (2,390) (2,390)
Retained Earnings (808,009) (818,896) (872,898) (872,898) (949,981) (1,048,277)
---------- ---------- ---------- ---------- ---------- ----------
TOTAL EQUITY 8,518 (2,370) (8,072) (8,072) (27,195) (55,939)
---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES & EQUITY 465,528 451,443 451,796 451,796 448,543 431,597
========== ========== ========== ========== ========== ==========
(0) (0) (0) (0) (0) (0)
27 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
-------- -------- -------- -------- -------- -------- --------
OPERATING ACTIVITIES
Net Income (4,156) (5,792) (17,884) (7,050) (621) 1,452 (13,640)
Adjustments:
Depreciation 2,485 2,432 2,731 2,462 2,471 2,303 2,201
Amortization - Goodwill - - - - - - -
Amortization - Intangibles (Net of Goodwill) 189 203 203 162 197 197 197
Deferred Taxes (1,900) (2,700) 957 (455) (270) (2,259) (525)
Change in assets & liabilities:
Accounts Receivable:
Trade (15,020) 2,759 (6,851) 1,092 (2,051) 645 8,398
Tooling 5,272 2,297 3,716 (203) 962 756 (262)
Related Party (1,991) (1,315) (1,713) (2,950) (4,055) (4,094) (1,244)
Intercompany (1,394) 828 449 (967) (1,478) (378) 1,070
Noncurrent (31,008) 2,175 - - - - -
Inventory:
Production 17 1,024 375 (2,899) 2,796 1,418 (652)
Tooling 995 (595) (5,643) 1,096 9 726 998
Unbilled Tooling Revenue (8,960) (596) (941) (1,527) (1,033) (1,985) (759)
Prepaid & Other 2,015 (102) (2,487) (2,496) (4,371) 435 1,476
Accounts Payable
Post-Petition - - - 10,671 447 (2,480) (304)
Pre-Petition 5,313 (2,676) 3,726 - - - -
Accruals:
Interest 6,099 3,458 4,301 (63) 88 326 (413)
Commission & Rent 942 (942) 1,522 (3) 24 (23) (85)
Inventory - - - - - - -
Other Accruals (1,538) (231) 9,588 (298) (144) (266) 345
Other 35,798 1,906 8,412 1,605 2,003 1,521 933
-------- -------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (6,843) 2,134 460 (1,824) (5,024) (1,706) (2,265)
-------- -------- -------- -------- -------- -------- --------
INVESTING ACTIVITIES
Capital Expenditures (363) (339) (841) 1,646 (454) (1,134) (335)
Investment in Subsidiaries 0 - - - - - -
Change in Goodwill - - - - - - -
Other
-------- -------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (362) (339) (841) 1,646 (454) (1,134) (335)
-------- -------- -------- -------- -------- -------- --------
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
-------- -------- -------- -------- -------- ----------
OPERATING ACTIVITIES
Net Income (6,439) 800 (5,127) (6,728) (77,069) (142,254)
Adjustments:
Depreciation 2,260 2,309 2,176 2,297 94 26,220
Amortization - Goodwill - - - - - -
Amortization - Intangibles (Net of Goodwill) (1,843) 200 41 312 326 385
Deferred Taxes (525) (2,937) (1,000) (263) 11,876 (0)
Change in assets & liabilities:
Accounts Receivable:
Trade 3,186 (4,299) 1,014 2,024 12,360 3,255
Tooling (228) (11,681) 4,693 4,188 (1,461) 8,050
Related Party (842) (2,243) (284) (1,088) (4,610) (26,429)
Intercompany 1,096 (2,014) (821) (316) 15,642 11,717
Noncurrent - - - - - (28,833)
Inventory:
Production 1,594 633 (2,037) (361) 1,207 3,114
Tooling 875 (552) (929) (2,312) (3,112) (8,445)
Unbilled Tooling Revenue (1,281) 4,715 (399) (523) 4,254 (9,035)
Prepaid & Other (159) (1) 2,404 527 2,031 (729)
Accounts Payable -
Post-Petition (4,755) 4,079 (2,025) 902 (1,909) 4,626
Pre-Petition - - - - - 6,363
Accruals:
Interest (56) 84 47 1,987 2,033 17,890
Commission & Rent (68) (15) (26) (782) 2,732 3,277
Inventory - - - - - -
Other Accruals (503) (765) 549 155 (1,383) 5,510
Other 1,311 1,387 1,415 4,341 (1,182) 59,451
-------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (6,378) (10,301) (309) 4,360 (38,171) (65,866)
-------- -------- -------- -------- -------- --------
INVESTING ACTIVITIES
Capital Expenditures (628) (1,367) (992) (4,881) (2,129) (11,817)
Investment in Subsidiaries - - - - - 0
Change in Goodwill - - - - 44,219 44,219
Other -
-------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (628) (1,367) (992) (4,881) 42,090 32,403
-------- -------- -------- -------- -------- --------
28 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
-------- -------- -------- -------- -------- -------- --------
FINANCING ACTIVITIES
Proceeds from long term debt - - - 114 5,340 2,808 3,061
Principal Payments of long term debt (4) (8) (1,509) - - (3) (3)
PIK Interest - - - - - - -
Restructuring:
Restructured Bond Interest - - - - - - -
Conversion of Bond Debt - - - - - - -
Restructure of Trade Debt - - - - - - -
Conversion of Senior Debt - - - - - - -
Proceeds from Exit Financing
Other
-------- -------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES (4) (8) (1,509) 114 5,340 2,805 3,058
-------- -------- -------- -------- -------- -------- --------
EFFECT OF EXCHANGE RATE 79 59 43 58 141 37 (459)
-------- -------- -------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (7,130) 1,847 (1,847) (5) 3 3 (0)
======== ======== ======== ======== ======== ======== ========
CASH & EQUIVALENTS - Beginning of Period 7,130 (0) 1,846 (1) (6) (3) (0)
-------- -------- -------- -------- -------- -------- --------
CASH & EQUIVALENTS - End of Period (0) 1,846 (1) (6) (3) (0) (0)
======== ======== ======== ======== ======== ======== ========
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
-------- -------- -------- -------- -------- ----------
FINANCING ACTIVITIES
Proceeds from long term debt 6,892 11,289 1,188 499 51 31,242
Principal Payments of long term debt (3) - - - (2,573) (4,103)
PIK Interest - - - - - -
Restructuring:
Restructured Bond Interest - - - - - -
Conversion of Bond Debt - - - - - -
Restructure of Trade Debt - - - - - -
Conversion of Senior Debt - - - - - -
Proceeds from Exit Financing -
Other -
-------- -------- -------- -------- -------- ----------
CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES 6,889 11,289 1,188 499 (2,522) 27,139
-------- -------- -------- -------- -------- ----------
EFFECT OF EXCHANGE RATE 116 379 112 22 (655) (67)
-------- -------- -------- -------- -------- ----------
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (1) 1 (1) (1) 742 (6,391)
======== ======== ======== ======== ======== ==========
CASH & EQUIVALENTS - Beginning of Period (0) (2) (1) (2) (2) 7,130
-------- -------- -------- -------- -------- ----------
CASH & EQUIVALENTS - End of Period (2) (1) (2) (2) 739 739
======== ======== ======== ======== ======== ==========
29 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
-------- -------- -------- -------- -------- -------- --------
OPERATING ACTIVITIES
Net Income (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882)
Adjustments:
Depreciation 1,971 1,980 2,047 2,383 2,392 2,402 2,361
Amortization - Goodwill - - - - - - -
Amortization - Intangibles (Net of Goodwill) 175 175 175 176 176 176 176
Deferred Taxes - - - - - - -
Change in assets & liabilities:
Accounts Receivable:
Trade (6,507) 484 (1,033) 4,565 (1,164) (21) 656
Tooling 200 (1,132) (749) 2,890 (7,036) 1,043 5,368
Related Party (783) (561) (1,474) 108 (1,863) (1,564) (807)
Intercompany (158) (1,971) 359 - - - -
Noncurrent - - - - - - -
Inventory:
Production (1,439) (518) 583 (2,810) 558 1,914 2,137
Tooling (1,891) (509) 3,494 (2,407) 1,901 (2,982) (3,555)
Unbilled Tooling Revenue 263 (1,736) (395) 1,445 5,091 759 (9,830)
Prepaid & Other 630 858 (1,424) - - - -
Accounts Payable
Post-Petition 165 3,592 (2,288) 4,986 17 (732) 617
Pre-Petition 0 - - - - (68,565) -
Accruals:
Interest 1,656 2,072 2,222 2,044 2,044 (14,116) 2,174
Commission & Rent 1,030 (923) 17 783 783 783 783
Inventory - - - - - - -
Other Accruals 2,095 (140) 147 1,431 1,796 (16,110) (59)
Other 1,883 1,658 2,314 428 428 (3,122) 428
-------- -------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (10,190) (692) (116) 10,176 1,411 (116,314) (10,434)
-------- -------- -------- -------- -------- -------- --------
INVESTING ACTIVITIES
Capital Expenditures (1,539) (2,734) (2,439) (4,848) (4,378) (3,332) (500)
Investment in Subsidiaries - - - - - - -
Change in Goodwill - - - - - - -
Other
-------- -------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (1,539) (2,734) (2,439) (4,848) (4,378) (3,332) (500)
-------- -------- -------- -------- -------- -------- --------
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
-------- -------- -------- -------- -------- ----------
OPERATING ACTIVITIES
Net Income (1,883) 1,717 (1,146) (1,596) 1,951 (55,190)
Adjustments:
Depreciation 2,306 2,306 2,309 2,309 2,310 27,076
Amortization - Goodwill - - - - - -
Amortization - Intangibles (Net of Goodwill) 176 176 176 176 176 2,112
Deferred Taxes - - - - - -
Change in assets & liabilities:
Accounts Receivable:
Trade (1,076) (867) (2,584) 1,987 198 (5,363)
Tooling (1,999) (39) 5,787 365 (3,820) 877
Related Party (1,380) (1,953) (1,095) (1,913) (933) (14,219)
Intercompany - - - - - (1,770)
Noncurrent - - - - - -
Inventory:
Production (565) (2,233) (4,720) (262) 1,431 (5,923)
Tooling (741) (419) (2,744) (1,294) 7,771 (3,377)
Unbilled Tooling Revenue 137 202 - (2,527) (7,017) (13,607)
Prepaid & Other - - - - - 63
Accounts Payable -
Post-Petition 384 1,437 1,034 201 (858) 8,554
Pre-Petition - - - - - (68,565)
Accruals:
Interest 2,174 2,174 2,262 2,262 2,287 9,253
Commission & Rent 783 783 783 783 833 7,225
Inventory - - - - - -
Other Accruals (1,170) 479 (59) 479 479 (10,632)
Other 428 (372) 428 428 (1,572) 3,354
-------- -------- -------- -------- -------- ----------
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES (2,427) 3,392 431 1,396 3,235 (120,132)
-------- -------- -------- -------- -------- ----------
INVESTING ACTIVITIES
Capital Expenditures - (50) - - (2,550) (22,369)
Investment in Subsidiaries - - - - - -
Change in Goodwill - - - - - -
Other -
-------- -------- -------- -------- -------- ----------
CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES - (50) - - (2,550) (22,369)
-------- -------- -------- -------- -------- ----------
30 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
-------- -------- -------- -------- -------- -------- --------
FINANCING ACTIVITIES
Proceeds from long term debt 11,071 3,447 2,547 - 2,967 340,125 10,934
Principal Payments of long term debt - - - (5,328) - (919,045) -
PIK Interest - - - - - - -
Restructuring:
Restructured Bond Interest - - - - - - -
Conversion of Bond Debt - - - - - 455,000 -
Restructure of Trade Debt - - - - - 68,565 -
Conversion of Senior Debt - - - - - 175,000 -
Proceeds from Exit Financing
Other
-------- -------- -------- -------- -------- -------- --------
CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES 11,071 3,447 2,547 (5,328) 2,967 119,646 10,934
-------- -------- -------- -------- -------- -------- --------
EFFECT OF EXCHANGE RATE (82) (21) 7 - - - -
-------- -------- -------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (739) (0) (1) 1 0 0 (0)
======== ======== ======== ======== ======== ======== ========
CASH & EQUIVALENTS - Beginning of Period 739 0 0 (1) (0) - 0
-------- -------- -------- -------- -------- -------- --------
CASH & EQUIVALENTS - End of Period 0 0 (1) (0) - 0 -
======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
-------- -------- -------- -------- -------- ----------
FINANCING ACTIVITIES
Proceeds from long term debt 2,427 - - - - 373,519
Principal Payments of long term debt - (3,342) (431) (1,396) (685) (930,226)
PIK Interest - - - - - -
Restructuring:
Restructured Bond Interest - - - - - -
Conversion of Bond Debt - - - - - 455,000
Restructure of Trade Debt - - - - - 68,565
Conversion of Senior Debt - - - - - 175,000
Proceeds from Exit Financing -
Other -
-------- -------- -------- -------- -------- ----------
CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES 2,427 (3,342) (431) (1,396) (685) 141,858
-------- -------- -------- -------- -------- ----------
EFFECT OF EXCHANGE RATE - - - - - (96)
-------- -------- -------- -------- -------- ----------
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS - - - - - (739)
======== ======== ======== ======== ======== ==========
CASH & EQUIVALENTS - Beginning of Period - - - - - 739
-------- -------- -------- -------- -------- ----------
CASH & EQUIVALENTS - End of Period - - - - - (0)
======== ======== ======== ======== ======== ==========
31 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06
-------- -------- -------- -------- ---------- --------
OPERATING ACTIVITIES
Net Income 1,544 (204) (5,340) (1,331) (5,331) (3,256)
Adjustments:
Depreciation 6,522 6,522 6,522 6,522 26,090 6,308
Amortization - Goodwill - - - - - -
Amortization - Intangibles (Net of Goodwill) 492 492 492 492 1,970 456
Deferred Taxes - - - - - -
Change in assets & liabilities:
Accounts Receivable:
Trade (1,409) 1,192 1,497 358 1,639 (1,968)
Tooling (7,054) 8,421 (6,526) 8,682 3,523 (7,540)
Related Party (4,179) 1,935 545 19,790 18,090 3,441
Intercompany - - - - - -
Noncurrent 6,412 - - - 6,412 -
Inventory:
Production (1,503) 588 4,429 (672) 2,842 (2,764)
Tooling (2,480) (6,322) (2,546) 6,800 (4,549) (8,446)
Unbilled Tooling Revenue 5,287 (2,034) - (13,950) (10,697) 24,500
Prepaid & Other - - - - - -
Accounts Payable -
Post-Petition 658 14,604 (3,613) (1,281) 10,369 2,516
Pre-Petition - - - - - -
Accruals:
Interest 6,861 (17,881) 1,047 1,130 (8,843) 1,130
Commission & Rent 2,400 2,400 2,400 2,400 9,600 2,400
Inventory - - - - - -
Other Accruals (864) 925 (925) 925 61 (909)
Other 983 983 983 (1,017) 1,932 1,099
-------- -------- -------- -------- ---------- --------
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES 13,670 11,622 (1,036) 28,850 53,106 16,966
-------- -------- -------- -------- ---------- --------
INVESTING ACTIVITIES
Capital Expenditures (8,463) (4,463) (4,463) (4,463) (21,850) (4,463)
Investment in Subsidiaries - - - - - -
Change in Goodwill - - - - - -
Other -
-------- -------- -------- -------- ---------- --------
CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (8,463) (4,463) (4,463) (4,463) (21,850) (4,463)
-------- -------- -------- -------- ---------- --------
F'CAST F'CAST F'CAST F'CAST F'CAST
JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
-------- -------- -------- ---------- ---------- ----------
OPERATING ACTIVITIES
Net Income (1,279) (10,888) (5,702) (21,125) (19,123) (28,744)
Adjustments:
Depreciation 6,308 6,308 6,308 25,232 24,882 24,429
Amortization - Goodwill - - - - - -
Amortization - Intangibles (Net of Goodwill) 456 456 456 1,822 869 349
Deferred Taxes - - - - - -
Change in assets & liabilities:
Accounts Receivable:
Trade 1,450 1,194 (346) 330 (18,283) 2,365
Tooling 8,500 (12,000) 12,000 960 - -
Related Party (2,882) 1,263 (2,316) (493) (133) 458
Intercompany - - - - - -
Noncurrent - - - - - -
Inventory:
Production 1,332 3,304 (2,030) (158) (1,351) 1,727
Tooling 12,898 (2,631) 10,474 12,295 1,418 759
Unbilled Tooling Revenue (19,305) 17,105 (15,000) 7,300 (300) -
Prepaid & Other - - - - - -
Accounts Payable -
Post-Petition (507) (5,475) 1,781 (1,685) 2,197 (2,298)
Pre-Petition - - - - - -
Accruals:
Interest 1,130 1,130 1,221 4,612 5,274 5,696
Commission & Rent 2,400 2,400 2,400 9,600 9,600 9,600
Inventory - - - - - -
Other Accruals 953 (953) 953 44 - -
Other 1,157 1,157 1,157 4,570 4,628 4,628
-------- -------- -------- ---------- ---------- ----------
CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES 12,611 2,371 11,356 43,304 9,677 18,968
-------- -------- -------- ---------- ---------- ----------
INVESTING ACTIVITIES
Capital Expenditures (24,463) (4,463) (4,463) (37,850) (17,850) (17,850)
Investment in Subsidiaries - - - - - -
Change in Goodwill - - - - - -
Other -
-------- -------- -------- ---------- ---------- ----------
CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES (24,463) (4,463) (4,463) (37,850) (17,850) (17,850)
-------- -------- -------- ---------- ---------- ----------
32 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
CONSOLIDATED BALANCE SHEETS
RESTRUCTURED
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06
-------- -------- -------- -------- ---------- -------- --------
FINANCING ACTIVITIES
Proceeds from long term debt - 2,965 5,499 - 8,464 - -
Principal Payments of long term debt (5,207) (10,125) - (14,426) (29,759) - -
PIK Interest - - - - - - -
Restructuring:
Restructured Bond Interest - - - - - - -
Conversion of Bond Debt -
Restructure of Trade Debt - - - - - - -
Conversion of Senior Debt - - - - - - -
Proceeds from Exit Financing -
Other -
-------- -------- -------- -------- ---------- -------- --------
CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES (5,207) (7,160) 5,499 (14,426) (21,295) - -
-------- -------- -------- -------- ---------- -------- --------
EFFECT OF EXCHANGE RATE - - - - - - -
-------- -------- -------- -------- ---------- -------- --------
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS 0 - - 9,962 9,962 12,503 (11,851)
======== ======== ======== ======== ========== ======== ========
CASH & EQUIVALENTS - Beginning of Period (0) (0) (0) (0) (0) 9,962 22,465
-------- -------- -------- -------- ---------- -------- --------
CASH & EQUIVALENTS - End of Period (0) (0) (0) 9,962 9,962 22,465 10,614
======== ======== ======== ======== ========== ======== ========
F'CAST F'CAST F'CAST F'CAST
SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
-------- -------- ---------- ---------- ----------
FINANCING ACTIVITIES
Proceeds from long term debt - - - - -
Principal Payments of long term debt - - - - -
PIK Interest - - - - -
Restructuring:
Restructured Bond Interest - - - - -
Conversion of Bond Debt -
Restructure of Trade Debt - - - - -
Conversion of Senior Debt - - -
Proceeds from Exit Financing -
Other -
-------- -------- ---------- ---------- ----------
CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES - - - - -
-------- -------- ---------- ---------- ----------
EFFECT OF EXCHANGE RATE - - - - -
-------- -------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH & EQUIVALENTS (2,091) 6,893 5,454 (8,173) 1,118
======== ======== ========== ========== ==========
CASH & EQUIVALENTS - Beginning of Period 10,614 8,523 9,962 15,416 7,243
-------- -------- ---------- ---------- ----------
CASH & EQUIVALENTS - End of Period 8,523 15,416 15,416 7,243 8,361
======== ======== ========== ========== ==========
33 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BORROWING BASE CALCULATION
RESTRUCTURED
(BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
-------- -------- -------- -------- -------- --------
ACCOUNTS RECEIVABLE
Balances:
OEM - - - 12,153 13,129 11,623
Other - 112,395 139,318 17,338 15,300 16,648
Tooling 13,297 11,001 7,285 7,488 6,526 5,769
-------- -------- -------- -------- -------- --------
13,297 123,396 146,603 36,979 34,955 34,040
-------- -------- -------- -------- -------- --------
Ineligible:
OEM 14.16% 14.16% 14.16% 14.16% 14.16% 14.16%
Other 13.39% 13.39% 13.39% 13.39% 13.39% 13.39%
Tooling 25.00% 25.00% 25.00% 25.00% 25.00% 25.00%
Advance Rates:
OEM 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Advanced Amounts
OEM - - - 8,867 9,579 8,481
Other - 82,744 102,564 12,764 11,264 12,256
Tooling 8,477 7,013 4,644 4,774 4,160 3,678
-------- -------- -------- -------- -------- --------
TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 8,477 89,757 107,208 26,405 25,003 24,415
-------- -------- -------- -------- -------- --------
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
-------- -------- -------- -------- -------- -------- ----------
ACCOUNTS RECEIVABLE
Balances:
OEM 10,196 9,271 11,901 11,824 10,859 3,849
Other 10,865 10,204 12,609 11,626 11,726 10,049
Tooling 6,031 6,260 17,940 13,247 9,059 10,520
-------- -------- -------- -------- -------- --------
27,092 25,735 42,450 36,697 31,644 24,418
-------- -------- -------- -------- -------- --------
Ineligible:
OEM 14.16% 14.16% 14.16% 14.16% 14.16% 14.16%
Other 13.39% 13.39% 13.39% 13.39% 13.39% 13.39%
Tooling 25.00% 25.00% 25.00% 25.00% 25.00% 25.00%
Advance Rates:
OEM 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Advanced Amounts
OEM 7,439 6,764 8,683 8,627 7,923 2,808
Other 7,999 7,512 9,283 8,559 8,633 7,398
Tooling 3,845 3,990 11,437 8,445 5,775 6,706
-------- -------- -------- -------- -------- --------
TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 19,283 18,267 29,403 25,631 22,331 16,913
-------- -------- -------- -------- -------- --------
34 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BORROWING BASE CALCULATION
RESTRUCTURED
(BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
-------- -------- -------- -------- -------- -------- --------
INVENTORY
Balances:
OEM 22,651 21,627 21,252 24,151 21,355 19,937 20,589
Unbilled 8,265 8,861 9,802 11,330 12,362 14,347 15,106
Tooling 12,473 13,067 18,710 17,614 17,605 16,879 15,882
-------- -------- -------- -------- -------- -------- --------
43,389 43,555 49,764 53,095 51,323 51,164 51,577
-------- -------- -------- -------- -------- -------- --------
Ineligible:
OEM 42.50% 42.50% 42.50% 42.50% 42.50% 42.50% 42.50%
Unbilled 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Tooling 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%
Advance Rates:
OEM 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%
Unbilled 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%
Tooling 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Advanced Amounts
OEM 6,512 6,218 6,110 6,944 6,140 5,732 5,919
Unbilled - - - - - - -
Tooling - - - - - - -
-------- -------- -------- -------- -------- -------- --------
TOTAL INVENTORY AVAILABILITY 6,512 6,218 6,110 6,944 6,140 5,732 5,919
-------- -------- -------- -------- -------- -------- --------
Other 1
Other 2
Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000 34,000
-------- -------- -------- -------- -------- -------- --------
Total Collateral Availability 48,989 129,974 147,318 67,348 65,143 64,147 59,202
======== ======== ======== ======== ======== ======== ========
AVAILABILITY
Borrowing Base 48,989 55,000 55,000 55,000 55,000 55,000 55,000
Additional Reserves (6,700) (6,700) (6,700) (7,075) (7,450) (8,200) (3,200)
-------- -------- -------- -------- -------- -------- --------
Total Availability 42,289 48,300 48,300 47,925 47,550 46,800 51,800
-------- -------- -------- -------- -------- -------- --------
DIP Balance(Per Balance Sheet)
-------- -------- -------- -------- -------- -------- --------
Total Availability/(Over-Advance) 42,289 48,300 48,300 47,925 47,550 46,800 51,800
======== ======== ======== ======== ======== ======== ========
Cash Balance (0) 1,846 (1) (6) (3) (0) (0)
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
-------- -------- -------- -------- -------- ----------
INVENTORY
Balances:
OEM 18,995 18,363 20,400 20,761 19,554 19,554
Unbilled 16,387 11,672 12,071 12,594 8,340 8,340
Tooling 15,007 15,559 16,488 18,800 21,912 21,912
-------- -------- -------- -------- -------- ----------
50,389 45,594 48,959 52,155 49,806 49,806
-------- -------- -------- -------- -------- ----------
Ineligible:
OEM 42.50% 42.50% 42.50% 42.50% 42.50%
Unbilled 100.00% 100.00% 100.00% 100.00% 100.00%
Tooling 50.00% 50.00% 50.00% 50.00% 50.00%
Advance Rates:
OEM 50.00% 50.00% 50.00% 50.00% 50.00%
Unbilled 50.00% 50.00% 50.00% 50.00% 50.00%
Tooling 0.00% 0.00% 0.00% 0.00% 0.00%
Advanced Amounts
OEM 5,461 5,279 5,865 5,969 5,622 5,622
Unbilled - - - - - -
Tooling - - - - - -
-------- -------- -------- -------- -------- ----------
TOTAL INVENTORY AVAILABILITY 5,461 5,279 5,865 5,969 5,622 5,622
-------- -------- -------- -------- -------- ----------
Other 1
Other 2
Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000
-------- -------- -------- -------- -------- ----------
Total Collateral Availability 57,728 68,682 65,496 62,299 56,534 56,534
======== ======== ======== ======== ======== ==========
AVAILABILITY
Borrowing Base 55,000 55,000 55,000 55,000 55,000 55,000
Additional Reserves (3,575) (4,325) (4,325) (4,700) (1,700) (1,700)
-------- -------- -------- -------- -------- ----------
Total Availability 51,425 50,675 50,675 50,300 53,300 53,300
-------- -------- -------- -------- -------- ----------
DIP Balance(Per Balance Sheet) 30,193 30,635 28,062 28,062
-------- -------- -------- -------- -------- ----------
Total Availability/(Over-Advance) 51,425 50,675 20,482 19,665 25,238 25,238
======== ======== ======== ======== ======== ==========
Cash Balance (2) (1) (2) (2) 739
35 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BORROWING BASE CALCULATION
RESTRUCTURED
(BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
-------- -------- -------- -------- -------- -------- --------
ACCOUNTS RECEIVABLE
Balances:
OEM 11,002 10,145 11,285 6,843 7,436 6,524 6,866
Other 10,042 10,415 10,308 10,186 10,757 11,689 10,692
Tooling 10,320 11,452 12,201 9,311 16,347 15,304 9,937
-------- -------- -------- -------- -------- -------- --------
31,364 32,012 33,794 26,340 34,540 33,518 27,494
-------- -------- -------- -------- -------- -------- --------
Ineligible:
OEM 14.16% 14.16% 14.16% 14.16% 14.16% 14.16% 14.28%
Other 13.39% 13.39% 13.39% 13.39% 13.39% 13.39% 14.28%
Tooling 25.00% 25.00% 25.00% 25.00% 25.00% 25.00% 37.50%
Advance Rates:
OEM 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% 90.00%
Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Advanced Amounts
OEM 8,028 7,402 8,234 4,993 5,426 4,760 5,297
Other 7,393 7,668 7,589 7,499 7,919 8,606 7,790
Tooling 6,579 7,301 7,778 5,936 10,421 9,757 5,279
-------- -------- -------- -------- -------- -------- --------
TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 21,999 22,370 23,601 18,428 23,766 23,123 18,366
-------- -------- -------- -------- -------- -------- --------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
-------- -------- -------- -------- -------- ----------
ACCOUNTS RECEIVABLE
Balances:
OEM 8,279 9,073 10,510 8,814 9,542 9,542
Other 10,355 10,428 11,575 11,284 10,358 10,358
Tooling 11,936 11,975 6,188 5,823 9,643 9,643
-------- -------- -------- -------- -------- ----------
30,570 31,476 28,272 25,921 29,543 29,543
-------- -------- -------- -------- -------- ----------
Ineligible:
OEM 14.28% 14.28% 14.28% 14.28% 14.28%
Other 14.28% 14.28% 14.28% 14.28% 14.28%
Tooling 37.50% 37.50% 37.50% 37.50% 37.50%
Advance Rates:
OEM 90.00% 90.00% 90.00% 90.00% 90.00%
Other 85.00% 85.00% 85.00% 85.00% 85.00%
Tooling 85.00% 85.00% 85.00% 85.00% 85.00%
Advanced Amounts
OEM 6,387 6,999 8,108 6,800 7,362 7,362
Other 7,545 7,598 8,433 8,222 7,547 7,547
Tooling 6,341 6,362 3,287 3,093 5,123 5,123
-------- -------- -------- -------- -------- ----------
TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 20,273 20,959 19,829 18,115 20,031 20,031
-------- -------- -------- -------- -------- ----------
36 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BORROWING BASE CALCULATION
RESTRUCTURED
(BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
INVENTORY
Balances:
OEM 20,992 21,510 20,927 23,737 23,179 21,265 19,128
Unbilled 8,077 9,813 10,208 8,763 3,672 2,912 12,742
Tooling 23,803 24,312 20,818 23,225 21,324 24,307 27,862
------ ------ ------ ------ ------ ------ ------
52,872 55,635 51,953 55,725 48,175 48,484 59,732
------ ------ ------ ------ ------ ------ ------
Ineligible:
OEM 42.50% 42.50% 42.50% 42.50% 42.50% 42.50% 23.08%
Unbilled 100.00% 100.00% 100.00% 100.00% 100.00% 33.00% 33.00%
Tooling 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%
Advance Rates:
OEM 50.00% 50.00% 50.00% 50.00% 50.00% 70.00% 70.00%
Unbilled 50.00% 50.00% 50.00% 50.00% 50.00% 70.00% 70.00%
Tooling 0.00% 0.00% 0.00% 0.00% 0.00% 70.00% 70.00%
Advanced Amounts
OEM 6,035 6,184 6,016 6,824 6,664 8,559 10,299
Unbilled - - - - - 1,366 5,976
Tooling - - - - - 8,507 9,752
------ ------ ------ ------ ------ ------ ------
TOTAL INVENTORY AVAILABILITY 6,035 6,184 6,016 6,824 6,664 18,432 26,027
------ ------ ------ ------ ------ ------ ------
Other 1
Other 2
Fixed Assets 31,797 31,797 31,797 31,797 31,797 34,000 34,000
------ ------ ------ ------ ------ ------ ------
Total Collateral Availability 59,832 60,352 61,415 57,049 62,227 75,555 78,393
====== ====== ====== ====== ====== ====== ======
AVAILABILITY
Borrowing Base 55,000 55,000 55,000 55,000 55,000 75,000 30,000
Additional Reserves (2,567) (2,733) (2,900) (3,067) (3,233) (3,400) (3,567)
------ ------ ------ ------ ------ ------ ------
Total Availability 52,433 52,267 52,100 51,933 51,767 71,600 26,433
------ ------ ------ ------ ------ ------ ------
DIP Balance(Per Balance Sheet) 39,096 42,543 45,010 39,682 42,649 3,662 14,596
------ ------ ------ ------ ------ ------ ------
Total Availability/(Over-Advance) 13,337 9,724 7,090 12,251 9,117 67,938 11,838
====== ====== ====== ====== ====== ====== ======
Cash Balance 0 0 (1) (0) - 0 -
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
INVENTORY
Balances:
OEM 19,693 21,926 26,646 26,908 25,477 25,477
Unbilled 12,605 12,403 12,403 14,930 21,947 21,947
Tooling 28,603 29,022 31,766 33,060 25,289 25,289
------ ------ ------ ------ ------ ---------
60,901 63,351 70,814 74,897 72,713 72,713
------ ------ ------ ------ ------ ---------
Ineligible:
OEM 23.08% 23.08% 23.08% 23.08% 23.08%
Unbilled 33.00% 33.00% 33.00% 33.00% 33.00%
Tooling 50.00% 50.00% 50.00% 50.00% 50.00%
Advance Rates:
OEM 70.00% 70.00% 70.00% 70.00% 70.00%
Unbilled 70.00% 70.00% 70.00% 70.00% 70.00%
Tooling 70.00% 70.00% 70.00% 70.00% 70.00%
Advanced Amounts
OEM 10,603 11,806 14,347 14,488 13,718 13,718
Unbilled 5,912 5,817 5,817 7,002 10,293 10,293
Tooling 10,011 10,158 11,118 11,571 8,851 8,851
------ ------ ------ ------ ------ ---------
TOTAL INVENTORY AVAILABILITY 26,526 27,781 31,282 33,061 32,862 32,862
------ ------ ------ ------ ------ ---------
Other 1 -
Other 2 -
Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000
------ ------ ------ ------ ------ ---------
Total Collateral Availability 80,799 82,740 85,111 85,176 86,893 86,893
====== ====== ====== ====== ====== =========
AVAILABILITY
Borrowing Base 30,000 30,000 30,000 30,000 30,000 30,000
Additional Reserves (3,733) (3,900) (4,067) (4,233) (2,400) (2,400)
------ ------ ------ ------ ------ ---------
Total Availability 26,267 26,100 25,933 25,767 27,600 27,600
------ ------ ------ ------ ------ ---------
DIP Balance(Per Balance Sheet) 17,023 13,681 13,251 11,854 11,169 11,169
------ ------ ------ ------ ------ ---------
Total Availability/(Over-Advance) 9,244 12,419 12,683 13,912 16,431 16,431
====== ====== ====== ====== ====== =========
Cash Balance - - - - -
37 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BORROWING BASE CALCULATION
RESTRUCTURED
(BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------ ------ ------ ----------
ACCOUNTS RECEIVABLE
Balances:
OEM 9,261 9,058 8,708 8,269 8,269
Other 12,048 11,059 9,911 9,993 9,993
Tooling 16,697 8,276 14,802 6,120 6,120
------ ------ ------ ------ ---------
38,006 28,393 33,421 24,381 24,381
------ ------ ------ ------ ---------
Ineligible:
OEM 14.28% 14.28% 14.28% 14.28%
Other 14.28% 14.28% 14.28% 14.28%
Tooling 37.50% 37.50% 37.50% 37.50%
Advance Rates:
OEM 90.00% 90.00% 90.00% 90.00%
Other 85.00% 85.00% 85.00% 85.00%
Tooling 85.00% 85.00% 85.00% 85.00%
Advanced Amounts
OEM 7,145 6,988 6,718 6,379 6,379
Other 8,779 8,058 7,222 7,281 7,281
Tooling 8,870 4,397 7,863 3,251 3,251
------ ------ ------ ------ ---------
TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 24,793 19,442 21,803 16,911 16,911
------ ------ ------ ------ ---------
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ------ ---------- ---------- ----------
ACCOUNTS RECEIVABLE
Balances:
OEM 8,474 7,921 7,690 7,941 7,941 25,405 23,049
Other 11,756 10,859 9,896 9,991 9,991 10,811 10,802
Tooling 13,660 5,160 17,160 5,160 5,160 5,160 5,160
------ ------ ------ ------ -------- -------- --------
33,890 23,940 34,745 23,092 23,092 41,375 39,010
------ ------ ------ ------ -------- -------- --------
Ineligible:
OEM 14.28% 14.28% 14.28% 14.28% 14.28% 14.28%
Other 14.28% 14.28% 14.28% 14.28% 14.28% 14.28%
Tooling 37.50% 37.50% 37.50% 37.50% 37.50% 37.50%
Advance Rates:
OEM 90.00% 90.00% 90.00% 90.00% 90.00% 90.00%
Other 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Tooling 85.00% 85.00% 85.00% 85.00% 85.00% 85.00%
Advanced Amounts
OEM 6,538 6,111 5,933 6,126 6,126 19,599 17,782
Other 8,565 7,912 7,210 7,279 7,279 7,877 7,870
Tooling 7,257 2,741 9,116 2,741 2,741 2,741 2,741
------ ------ ------ ------ -------- -------- --------
TOTAL ACCOUNTS RECEIVABLE AVAILABILITY 22,360 16,764 22,259 16,147 16,147 30,217 28,393
------ ------ ------ ------ -------- -------- --------
38 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BORROWING BASE CALCULATION
RESTRUCTURED
(BASED ON CURRENT CAPITAL STRUCTURE ASSUMPTIONS)
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------ ------ ------ ----------
INVENTORY
Balances:
OEM 26,980 26,391 21,962 22,635 22,635
Unbilled 16,660 18,694 18,694 32,643 32,643
Tooling 27,770 34,092 36,638 29,839 29,839
------ ------ ------ ------ --------
71,409 79,177 77,295 85,117 85,117
------ ------ ------ ------ --------
Ineligible:
OEM 23.08% 23.08% 23.08% 23.08%
Unbilled 33.00% 33.00% 33.00% 33.00%
Tooling 50.00% 50.00% 50.00% 50.00%
Advance Rates:
OEM 70.00% 70.00% 70.00% 70.00%
Unbilled 70.00% 70.00% 70.00% 70.00%
Tooling 70.00% 70.00% 70.00% 70.00%
Advanced Amounts
OEM 14,527 14,210 11,825 12,187 12,187
Unbilled 7,813 8,767 8,767 15,310 15,310
Tooling 9,719 11,932 12,823 10,443 10,443
------ ------ ------ ------ --------
TOTAL INVENTORY AVAILABILITY 32,060 34,910 33,416 37,941 37,941
------ ------ ------ ------ --------
Other 1 -
Other 2 -
Fixed Assets 34,000 34,000 34,000 34,000 34,000
------ ------ ------ ------ --------
Total Collateral Availability 90,853 88,352 89,220 88,852 88,852
====== ====== ====== ====== ========
AVAILABILITY
Borrowing Base 30,000 30,000 30,000 30,000 30,000
Additional Reserves (2,900) (3,400) (3,900) (2,400) (2,400)
------ ------ ------ ------ --------
Total Availability 27,100 26,600 26,100 27,600 27,600
------ ------ ------ ------ --------
DIP Balance(Per Balance Sheet) 5,962 8,928 14,426 - -
------ ------ ------ ------ --------
Total Availability/(Over-Advance) 21,138 17,672 11,674 27,600 27,600
====== ====== ====== ====== ========
Cash Balance (0) (0) (0) 9,962
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ------ ---------- ---------- ----------
INVENTORY
Balances:
OEM 25,399 24,067 20,763 22,793 22,793 24,144 22,417
Unbilled 8,143 27,448 10,343 25,343 25,343 25,643 25,643
Tooling 38,285 25,387 28,018 17,544 17,544 16,126 15,367
------ ------ ------ ------ -------- -------- --------
71,827 76,903 59,125 65,680 65,680 65,913 63,427
------ ------ ------ ------ -------- -------- --------
Ineligible:
OEM 23.08% 23.08% 23.08% 23.08% 23.08% 23.08%
Unbilled 33.00% 33.00% 33.00% 33.00% 33.00% 33.00%
Tooling 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%
Advance Rates:
OEM 70.00% 70.00% 70.00% 70.00% 70.00% 70.00%
Unbilled 70.00% 70.00% 70.00% 70.00% 70.00% 70.00%
Tooling 70.00% 70.00% 70.00% 70.00% 70.00% 70.00%
Advanced Amounts
OEM 13,676 12,959 11,180 12,272 12,272 13,000 12,070
Unbilled 3,819 12,873 4,851 11,886 11,886 12,027 12,027
Tooling 13,400 8,885 9,806 6,140 6,140 5,644 5,378
------ ------ ------ ------ -------- -------- --------
TOTAL INVENTORY AVAILABILITY 30,895 34,718 25,837 30,299 30,299 30,671 29,475
------ ------ ------ ------ -------- -------- --------
Other 1 -
Other 2 -
Fixed Assets 34,000 34,000 34,000 34,000 34,000 34,000 34,000
------ ------ ------ ------ -------- -------- --------
Total Collateral Availability 87,255 85,482 82,096 80,446 80,446 94,888 91,868
====== ====== ====== ====== ======== ======== ========
AVAILABILITY
Borrowing Base 30,000 30,000 30,000 30,000 30,000 30,000 30,000
Additional Reserves (2,400) (2,400) (2,400) (2,400) (2,400) (2,400) (2,400)
------ ------ ------ ------ -------- -------- --------
Total Availability 27,600 27,600 27,600 27,600 27,600 27,600 27,600
------ ------ ------ ------ -------- -------- --------
DIP Balance(Per Balance Sheet) - - - - - - -
------ ------ ------ ------ -------- -------- --------
Total Availability/(Over-Advance) 27,600 27,600 27,600 27,600 27,600 27,600 27,600
====== ====== ====== ====== ======== ======== ========
Cash Balance 22,465 10,614 8,523 15,416 7,243 8,361
39 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CORPORATE
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
REVENUE 9,825 10,460 13,005 11,013 9,829 11,209 7,952
VARIABLE COST
Material 8 7 6 5 10 287 1
Scrap - 0 0 0 0 0 0
Labor 9,369 10,152 12,295 10,051 9,798 11,291 8,587
Burden (11) 79 274 6 (161) (74) 9
Adjustment for Restructuring - - - - - - -
------- ------- ------- ------- ------ ------ -------
Total Variable Cost 9,367 10,238 12,575 10,062 9,647 11,504 8,598
------- ------- ------- ------- ------ ------ -------
CONTRIBUTION MARGIN 459 222 429 951 182 (295) (646)
------- ------- ------- ------- ------ ------ -------
PLANT FIXED COST
Third Party Rents & Leases 145 150 166 134 93 138 134
Related Party Rents & Leases (289) (289) (289) (275) (303) (289) (289)
Launch Risk - - - - - - -
Depreciation 402 410 601 428 363 323 323
Mi SBT - - - - - - -
Taxes 10 10 10 10 10 10 10
Fees From Deluxe (195) (195) (195) (195) (195) (195) (195)
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------ ------ -------
Total Fixed Cost 74 87 292 102 (33) (13) (17)
------- ------- ------- ------- ------ ------ -------
GROSS MARGIN 385 135 137 849 214 (282) (629)
------- ------- ------- ------- ------ ------ -------
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT 139 (5) 449 129 139 138 359
Taxes - - - - - - -
Payroll Related Expenses 1,662 1,705 2,554 1,941 2,505 2,219 1,816
Gainshare - - - - - - -
Other
Utilities and Telephone 238 268 351 188 275 271 200
Insurance 378 308 100 515 300 (36) 352
Normal Course Professional 514 420 1,038 248 336 687 699
Maintenance & Supplies 114 110 136 95 12 317 140
Travel & Entertainment 153 113 170 177 86 111 143
Depreciation 7 6 7 7 7 7 7
Other 40 167 162 148 43 (60) 289
------- ------- ------- ------- ------ ------ -------
Total SG&A Fixed 3,245 3,092 4,967 3,448 3,703 3,654 4,005
------- ------- ------- ------- ------ ------ -------
SG&A VARIABLE
Commissions 1,092 1,376 1,715 147 355 169 141
Interest Expense 6,217 5,507 6,201 2,097 2,118 2,537 1,723
OEM Discount 635 893 884 723 692 908 561
Other Expense/(Income) (1,642) 369 6,892 1,958 (2,722) (974) 1,008
Building Rents/Usage Fees 779 779 780 778 769 778 775
Litigation/Patent Legal Fees 75 962 970 266 477 373 585
Amortization of Financing Cost 412 447 550 451 438 559 458
Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076
------- ------- ------- ------- ------ ------ -------
Total SG&A Variable 8,527 12,315 20,271 9,304 4,234 5,119 7,327
------- ------- ------- ------- ------ ------ -------
INCOME BEFORE TAX (11,387) (15,272) (25,101) (11,903) (7,723) (9,056) (11,960)
------- ------- ------- ------- ------ ------ -------
Provision for Income Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525)
------- ------- ------- ------- ------ ------ -------
NET INCOME (9,489) (12,578) (26,059) (11,453) (7,456) (6,800) (11,435)
======= ======= ======= ======= ====== ====== =======
EBITDA CALCULATION
Add:
Interest 6,217 5,507 6,201 2,097 2,118 2,537 1,723
OEM Discount 635 893 884 723 692 908 561
Income Tax (1,898) (2,694) 958 (450) (267) (2,256) (525)
Other Expense/(Income) (1,638) 395 6,749 1,951 (2,214) (1,296) 1,182
MI SBT 139 (5) 449 129 139 138 359
Restructuring Fees 959 1,983 2,279 2,883 2,107 770 2,076
Depreceation & Amortization 822 863 1,158 886 808 889 787
------- ------- ------- ------- ------ ------ -------
EBITDA (4,254) (5,636) (7,381) (3,234) (4,073) (5,110) (5,272)
======= ======= ======= ======= ====== ====== =======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------- ------- ------- ------- ------ ------ -------
Adjusted EBITDA (4,254) (5,636) (7,381) (3,234) (4,073) (5,110) (5,272)
======= ======= ======= ======= ====== ====== =======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ----
REVENUE 9,277 10,891 8,803 8,733 13,993 124,991
VARIABLE COST
Material 13 87 56 22 2,644 3,146
Scrap 1 6 5 3 3 19
Labor 8,993 10,908 8,936 8,379 8,580 117,340
Burden 9 7 (14) 17 333 475
Adjustment for Restructuring - - - - - -
------- ------ ------ ------- ------- --------
Total Variable Cost 9,016 11,008 8,983 8,422 11,560 120,980
------- ------ ------ ------- ------- --------
CONTRIBUTION MARGIN 261 (117) (179) 311 2,433 4,011
------- ------ ------ ------- ------- --------
PLANT FIXED COST
Third Party Rents & Leases 111 120 204 61 139 1,596
Related Party Rents & Leases (289) (289) (371) (289) (289) (3,553)
Launch Risk - - - - - -
Depreciation 320 349 142 546 340 4,548
Mi SBT - - - - - -
Taxes 10 10 10 65 10 175
Fees From Deluxe (195) (195) (195) (195) (195) (2,340)
Restructuring Adj. - Fixed - - - - - -
------- ------ ------ ------- ------- --------
Total Fixed Cost (43) (5) (210) 188 5 427
------- ------ ------ ------- ------- --------
GROSS MARGIN 304 (112) 31 123 2,428 3,584
------- ------ ------ ------- ------- --------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT 139 139 139 203 122 2,090
Taxes - - - - - -
Payroll Related Expenses 1,410 2,098 1,664 1,652 2,247 23,473
Gainshare - - - - - -
Other
Utilities and Telephone 167 213 221 161 367 2,920
Insurance 265 351 351 351 351 3,586
Normal Course Professional 507 757 624 256 711 6,798
Maintenance & Supplies 154 183 153 189 129 1,732
Travel & Entertainment 119 88 141 92 136 1,529
Depreciation 7 7 1 12 640 713
Other 201 562 200 101 772 2,625
------- ------ ------ ------- ------- --------
Total SG&A Fixed 2,969 4,398 3,495 3,017 5,475 45,467
------- ------ ------ ------- ------- --------
SG&A VARIABLE
Commissions 7 8 14 11 13 5,048
Interest Expense 1,588 2,475 2,163 2,159 2,199 36,984
OEM Discount 568 641 644 779 581 8,509
Other Expense/(Income) 1,750 (2,311) (1,176) (946) 60,500 62,706
Building Rents/Usage Fees 796 781 778 786 778 9,357
Litigation/Patent Legal Fees 602 470 697 1,019 (97) 6,401
Amortization of Financing Cost 454 548 454 451 605 5,826
Restructuring Fees 2,022 1,925 2,843 3,874 4,869 28,588
------- ------ ------ ------- ------- --------
Total SG&A Variable 7,787 4,537 6,416 8,134 69,448 163,418
------- ------ ------ ------- ------- --------
INCOME BEFORE TAX (10,451) (9,047) (9,880) (11,027) (72,495) (205,301)
------- ------ ------ ------- ------- --------
Provision for Income Taxes (525) (2,935) (997) (257) 12,321 475
------- ------ ------ ------- ------- --------
NET INCOME (9,926) (6,112) (8,883) (10,770) (84,816) (205,777)
======= ====== ====== ======= ======= ========
EBITDA CALCULATION
Add:
Interest 1,588 2,475 2,163 2,159 2,199 36,984
OEM Discount 568 641 644 779 581 8,509
Income Tax (525) (2,935) (997) (257) 12,321 475
Other Expense/(Income) 1,674 (2,540) (1,237) (854) 60,440 62,612
MI SBT 139 139 139 203 122 2,090
Restructuring Fees 2,022 1,925 2,843 3,874 4,869 28,588
Depreceation & Amortization 780 904 597 1,009 1,586 11,088
------- ------ ------ ------- ------- --------
EBITDA (3,681) (5,503) (4,732) (3,857) (2,699) (55,431)
======= ====== ====== ======= ======= ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------- ------ ------ ------- ------- --------
Adjusted EBITDA (3,681) (5,503) (4,732) (3,857) (2,699) (55,431)
======= ====== ====== ======= ======= ========
40 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CORPORATE
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
REVENUE 9,211 9,588 11,434 9,304 9,943 11,780 9,304
VARIABLE COST
Material 67 (74) 122 38 38 38 38
Scrap 4 3 6 4 4 4 4
Labor 8,645 9,254 11,042 9,647 9,647 9,647 9,647
Burden (0) (15) (54) (23) (23) (23) (23)
Adjustment for Restructuring (134) (161) (364) (220) (220) (275) (220)
------- ------ ------- ------- ------ ------- ------
Total Variable Cost 8,581 9,006 10,751 9,446 9,446 9,391 9,446
------- ------ ------- ------- ------ ------- ------
CONTRIBUTION MARGIN 630 581 682 (142) 497 2,389 (142)
------- ------ ------- ------- ------ ------- ------
PLANT FIXED COST
Third Party Rents & Leases 145 133 233 123 123 123 123
Related Party Rents & Leases (289) (289) (289) (289) (289) (289) (289)
Launch Risk - - - - - - -
Depreciation 341 324 348 342 342 342 342
Mi SBT - - - - - - -
Taxes 10 38 (5) 15 15 15 15
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed 26 57 233 105 105 131 168
------- ------ ------- ------- ------ ------- ------
Total Fixed Cost 233 263 521 296 296 322 359
------- ------ ------- ------- ------ ------- ------
GROSS MARGIN 396 318 162 (438) 201 2,067 (501)
------- ------ ------- ------- ------ ------- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT 122 122 122 179 179 179 179
Taxes - - - - - - -
Payroll Related Expenses 1,744 1,786 2,709 1,671 1,671 2,089 1,671
Gainshare - - - - - - -
Other
Utilities and Telephone 170 286 249 204 204 204 204
Insurance 304 306 300 308 308 308 308
Normal Course Professional 393 296 706 284 284 434 284
Maintenance & Supplies 122 146 165 140 140 174 140
Travel & Entertainment 68 130 85 120 120 149 120
Depreciation - - 10 7 7 7 7
Other 297 (25) 598 225 225 225 225
------- ------ ------- ------- ------ ------- ------
Total SG&A Fixed 3,218 3,046 4,944 3,137 3,137 3,770 3,137
------- ------ ------- ------- ------ ------- ------
SG&A VARIABLE
Commissions 889 (873) - - - - -
Interest Expense 2,247 2,206 3,017 2,382 2,342 3,221 2,911
OEM Discount 757 1,040 997 569 617 676 285
Other Expense/(Income) (387) (2,166) (34) 220 220 275 92
Building Rents/Usage Fees 582 604 600 783 783 783 783
Litigation/Patent Legal Fees 396 (76) 368 385 385 385 385
Amortization of Financing Cost 454 447 556 486 486 486 486
Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250
------- ------ ------- ------- ------ ------- ------
Total SG&A Variable 9,053 2,981 7,060 6,674 6,681 20,343 5,193
------- ------ ------- ------- ------ ------- ------
INCOME BEFORE TAX (11,875) (5,709) (11,843) (10,249) (9,618) (22,047) (8,831)
------- ------ ------- ------- ------ ------- ------
Provision for Income Taxes - 11 - - - - -
------- ------ ------- ------- ------ ------- ------
NET INCOME (11,875) (5,720) (11,843) (10,249) (9,618) (22,047) (8,831)
======= ====== ======= ======= ====== ======= ======
EBITDA CALCULATION
Add:
Interest 2,247 2,206 3,017 2,382 2,342 3,221 2,911
OEM Discount 757 1,040 997 569 617 676 285
Income Tax - 11 - - - - -
Other Expense/(Income) (284) (3,381) (216) 255 255 310 (241)
MI SBT 122 122 122 179 179 179 179
Restructuring Fees 4,115 1,800 1,556 1,849 1,849 14,517 250
Depreceation & Amortization 795 771 915 834 834 834 834
------- ------ ------- ------- ------ ------- ------
EBITDA (4,123) (3,152) (5,451) (4,181) (3,542) (2,309) (4,612)
======= ====== ======= ======= ====== ======= ======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------- ------ ------- ------- ------ ------- ------
Adjusted EBITDA (4,123) (3,152) (5,451) (4,181) (3,542) (2,309) (4,612)
======= ====== ======= ======= ====== ======= ======
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ----
REVENUE 9,943 11,780 9,304 9,943 11,780 123,313
VARIABLE COST
Material 38 38 38 38 38 459
Scrap 4 4 4 4 4 50
Labor 9,647 9,647 9,647 9,647 9,647 115,764
Burden (23) (23) (23) (23) (23) (280)
Adjustment for Restructuring (220) (275) (220) (220) (275) (2,804)
------ ------ ------ ------ ------ --------
Total Variable Cost 9,446 9,391 9,446 9,446 9,391 113,188
------ ------ ------ ------ ------ --------
CONTRIBUTION MARGIN 497 2,389 (142) 497 2,389 10,125
------ ------ ------ ------ ------ --------
8.2%
PLANT FIXED COST
Third Party Rents & Leases 123 123 123 123 123 1,621
Related Party Rents & Leases (289) (289) (289) (289) (289) (3,471)
Launch Risk - - - - - -
Depreciation 342 342 345 345 345 4,099
Mi SBT - - - - - -
Taxes 15 15 15 15 15 179
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed 168 198 168 168 198 1,724
------ ------ ------ ------ ------ --------
Total Fixed Cost 359 389 362 362 392 4,152
------ ------ ------ ------ ------ --------
GROSS MARGIN 138 2,000 (504) 135 1,997 5,973
------ ------ ------ ------ ------ --------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT 179 179 179 179 179 1,979
Taxes - - - - - -
Payroll Related Expenses 1,671 2,089 1,671 1,671 2,089 22,535
Gainshare - - - - - -
Other
Utilities and Telephone 204 204 204 204 204 2,543
Insurance 308 308 308 308 308 3,680
Normal Course Professional 284 634 384 384 534 4,897
Maintenance & Supplies 140 174 140 140 174 1,795
Travel & Entertainment 120 149 120 120 149 1,448
Depreciation 7 7 7 7 7 70
Other 225 225 225 225 225 2,898
------ ------ ------ ------ ------ --------
Total SG&A Fixed 3,137 3,970 3,237 3,237 3,870 41,844
------ ------ ------ ------ ------ --------
SG&A VARIABLE
Commissions - - - - - 16
Interest Expense 2,973 2,986 3,094 3,092 3,108 33,579
OEM Discount 686 938 866 729 789 8,949
Other Expense/(Income) 92 147 92 92 147 (1,209)
Building Rents/Usage Fees 783 783 783 783 833 8,886
Litigation/Patent Legal Fees 385 385 385 385 385 4,153
Amortization of Financing Cost 486 486 486 486 486 5,828
Restructuring Fees 250 250 250 250 250 27,186
------ ------ ------ ------ ------ --------
Total SG&A Variable 5,655 5,976 5,957 5,816 5,999 87,388
------ ------ ------ ------ ------ --------
INCOME BEFORE TAX (8,654) (7,946) (9,698) (8,918) (7,872) (123,260)
------ ------ ------ ------ ------ --------
Provision for Income Taxes - - - - - 11
------ ------ ------ ------ ------ --------
NET INCOME (8,654) (7,946) (9,698) (8,918) (7,872) (123,271)
====== ====== ====== ====== ====== ========
EBITDA CALCULATION
Add:
Interest 2,973 2,986 3,094 3,092 3,108 33,579
OEM Discount 686 938 866 729 789 8,949
Income Tax - - - - - 11
Other Expense/(Income) (241) (186) (241) (241) (186) (4,397)
MI SBT 179 179 179 179 179 1,979
Restructuring Fees 250 250 250 250 250 27,186
Depreceation & Amortization 834 834 837 837 837 9,997
------ ------ ------ ------ ------ --------
EBITDA (3,973) (2,944) (4,712) (4,073) (2,894) (45,966)
====== ====== ====== ====== ====== ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ --------
Adjusted EBITDA (3,973) (2,944) (4,712) (4,073) (2,894) (45,966)
====== ====== ====== ====== ====== ========
41 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CORPORATE
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005
------ ------ ------ ------ ----
REVENUE 30,450 30,450 30,450 30,450 121,799
VARIABLE COST
Material 118 118 118 118 473
Scrap 13 13 13 13 52
Labor 29,809 29,809 29,809 29,809 119,236
Burden (72) (72) (72) (72) (289)
Adjustment for Restructuring - - - - -
------- ------- ------- ------- -------
Total Variable Cost 29,868 29,868 29,868 29,868 119,473
------- ------- ------- ------- -------
CONTRIBUTION MARGIN 582 582 582 582 2,326
------- ------- ------- ------- -------
1.9%
PLANT FIXED COST
Third Party Rents & Leases 370 370 370 370 1,480
Related Party Rents & Leases (868) (868) (868) (868) (3,471)
Launch Risk - - - - -
Depreciation 1,001 1,001 1,001 1,001 4,005
Mi SBT - - - - -
Taxes 46 46 46 46 186
Fees From Deluxe - - - - -
Restructuring Adj. - Fixed - - - - -
------- ------- ------- ------- -------
Total Fixed Cost 550 550 550 550 2,200
------- ------- ------- ------- -------
GROSS MARGIN 31 31 31 31 126
------- ------- ------- ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - -
Related Party Rents & Leases - - - - -
Mi SBT 554 554 554 554 2,217
Taxes - - - - -
Payroll Related Expenses 5,432 5,432 5,432 5,432 21,729
Gainshare - - - - -
Other
Utilities and Telephone 631 631 631 631 2,525
Insurance 951 951 951 951 3,805
Normal Course Professional 1,201 1,201 1,201 1,201 4,802
Maintenance & Supplies 467 467 467 467 1,869
Travel & Entertainment 400 400 400 400 1,601
Depreciation 20 20 20 20 80
Other 696 696 696 696 2,785
------- ------- ------- ------- -------
Total SG&A Fixed 10,353 10,353 10,353 10,353 41,412
------- ------- ------- ------- -------
SG&A VARIABLE
Commissions - - - - -
Interest Expense 9,313 8,934 9,168 9,407 36,823
OEM Discount 2,483 2,433 1,984 2,057 8,958
Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223)
Building Rents/Usage Fees 2,400 2,400 2,400 2,400 9,600
Litigation/Patent Legal Fees 243 240 240 240 963
Amortization of Financing Cost 1,457 1,457 1,457 1,457 5,828
Restructuring Fees 150 - - - 150
------- ------- ------- ------- -------
Total SG&A Variable 14,490 13,908 13,694 14,005 56,098
------- ------- ------- ------- -------
INCOME BEFORE TAX (24,812) (24,230) (24,015) (24,327) (97,384)
------- ------- ------- ------- -------
Provision for Income Taxes - - - - -
------- ------- ------- ------- -------
NET INCOME (24,812) (24,230) (24,015) (24,327) (97,384)
======= ======= ======= ======= =======
EBITDA CALCULATION
Add:
Interest 9,313 8,934 9,168 9,407 36,823
OEM Discount 2,483 2,433 1,984 2,057 8,958
Income Tax - - - - -
Other Expense/(Income) (1,556) (1,556) (1,556) (1,556) (6,223)
MI SBT 554 554 554 554 2,217
Restructuring Fees 150 - - - 150
Depreceation & Amortization 2,478 2,478 2,478 2,478 9,913
------- ------- ------- ------- -------
EBITDA (11,389) (11,386) (11,386) (11,386) (45,547)
======= ======= ======= ======= =======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------- ------- ------- ------- -------
Adjusted EBITDA (11,389) (11,386) (11,386) (11,386) (45,547)
======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------
REVENUE 30,485 30,485 30,485 30,485 121,940 125,203 129,227
VARIABLE COST
Material 122 122 122 122 487 502 517
Scrap 13 13 13 13 53 55 56
Labor 30,703 30,703 30,703 30,703 122,814 126,498 130,293
Burden (74) (74) (74) (74) (297) (306) (315)
Adjustment for Restructuring - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Variable Cost 30,764 30,764 30,764 30,764 123,057 126,748 130,551
------- ------- ------- ------- ------- ------- -------
CONTRIBUTION MARGIN (279) (279) (279) (279) (1,117) (1,545) (1,323)
------- ------- ------- ------- ------- ------- -------
-0.9% -1.2% -1.0%
PLANT FIXED COST
Third Party Rents & Leases 370 370 370 370 1,480 1,480 1,480
Related Party Rents & Leases (868) (868) (868) (868) (3,471) (3,471) (3,471)
Launch Risk - - - - - - -
Depreciation 981 981 981 981 3,926 3,219 2,526
Mi SBT - - - - - - -
Taxes 48 48 48 48 191 197 203
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 532 532 532 532 2,126 1,425 738
------- ------- ------- ------- ------- ------- -------
GROSS MARGIN (811) (811) (811) (811) (3,243) (2,970) (2,062)
------- ------- ------- ------- ------- ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT 571 571 571 571 2,283 2,352 2,422
Taxes - - - - - - -
Payroll Related Expenses 5,432 5,432 5,432 5,432 21,729 21,729 21,729
Gainshare - - - - - - -
Other
Utilities and Telephone 650 650 650 650 2,601 2,679 2,759
Insurance 980 980 980 980 3,919 4,036 4,157
Normal Course Professional 1,201 1,201 1,201 1,201 4,802 4,802 4,802
Maintenance & Supplies 481 481 481 481 1,925 1,983 2,042
Travel & Entertainment 412 412 412 412 1,649 1,698 1,749
Depreciation 15 15 15 15 60 9 -
Other 717 717 717 717 2,868 2,954 3,043
------- ------- ------- ------- ------- ------- -------
Total SG&A Fixed 10,459 10,459 10,459 10,459 41,836 42,243 42,705
------- ------- ------- ------- ------- ------- -------
SG&A VARIABLE
Commissions - - - - - - -
Interest Expense 9,137 9,137 9,137 9,284 36,695 37,770 38,456
OEM Discount 2,276 2,133 1,756 1,977 8,141 4,226 3,839
Other Expense/(Income) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793) (8,027)
Building Rents/Usage Fees 2,400 2,400 2,400 2,400 9,600 9,600 9,600
Litigation/Patent Legal Fees 243 240 240 240 963 963 963
Amortization of Financing Cost 1,457 1,457 1,457 1,457 5,828 5,828 5,828
Restructuring Fees 150 - - - 150 150 150
------- ------- ------- ------- ------- ------- -------
Total SG&A Variable 13,833 13,537 13,160 13,528 54,057 50,743 50,808
------- ------- ------- ------- ------- ------- -------
INCOME BEFORE TAX (25,103) (24,806) (24,430) (24,798) (99,136) (95,956) (95,575)
------- ------- ------- ------- ------- ------- -------
Provision for Income Taxes - - - - - - -
------- ------- ------- ------- ------- ------- -------
NET INCOME (25,103) (24,806) (24,430) (24,798) (99,136) (95,956) (95,575)
======= ======= ======= ======= ======= ======= =======
EBITDA CALCULATION
Add:
Interest 9,137 9,137 9,137 9,284 36,695 37,770 38,456
OEM Discount 2,276 2,133 1,756 1,977 8,141 4,226 3,839
Income Tax - - - - - - -
Other Expense/(Income) (1,830) (1,830) (1,830) (1,830) (7,319) (7,793) (8,027)
MI SBT 571 571 571 571 2,283 2,352 2,422
Restructuring Fees 150 - - - 150 150 150
Depreceation & Amortization 2,453 2,453 2,453 2,453 9,813 9,055 8,354
------- ------- ------- ------- ------- ------- -------
EBITDA (12,345) (12,342) (12,342) (12,342) (49,373) (50,196) (50,380)
======= ======= ======= ======= ======= ======= =======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------- ------- ------- ------- ------- ------- -------
Adjusted EBITDA (12,345) (12,342) (12,342) (12,342) (49,373) (50,196) (50,380)
======= ======= ======= ======= ======= ======= =======
42 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GRAND BLANC
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
REVENUE 7,290 9,312 12,402 9,520 10,698 11,345 4,014
VARIABLE COST
Material 2,701 3,814 4,800 4,056 4,047 4,570 1,444
Scrap 271 422 495 306 430 467 111
Labor 2,023 2,246 2,905 2,168 2,294 2,384 1,606
Burden 1,120 1,675 2,112 1,240 1,440 1,718 1,254
Adjustment for Restructuring - - - - - - -
----- ----- ------ ----- ------ ------ ------
Total Variable Cost 6,116 8,157 10,313 7,770 8,211 9,138 4,415
----- ----- ------ ----- ------ ------ ------
CONTRIBUTION MARGIN 1,174 1,155 2,089 1,750 2,487 2,207 (402)
----- ----- ------ ----- ------ ------ ------
16.1% 12.4% 16.8% 18.4% 23.2% 19.5% -10.0%
PLANT FIXED COST
Third Party Rents & Leases - - - - - 4 -
Related Party Rents & Leases 75 75 75 75 75 75 75
Launch Risk - - - - - - -
Depreciation 735 706 789 783 750 728 702
Mi SBT - - - - - - -
Taxes 68 68 102 67 68 68 68
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
----- ----- ------ ----- ------ ------ ------
Total Fixed Cost 878 849 966 925 893 874 844
----- ----- ------ ----- ------ ------ ------
GROSS MARGIN 296 306 1,123 825 1,594 1,333 (1,246)
----- ----- ------ ----- ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT - - - - - - -
Taxes - - - - - - -
Payroll Related Expenses - - - - - - -
Gainshare - - - - - - -
Other
Utilities and Telephone - - - - - - -
Insurance - - - - - - -
Normal Course Professional - - - - - - -
Maintenance & Supplies - - - - - - -
Travel & Entertainment - - - - - - -
Depreciation - - - - - - -
Other - - - - - - -
----- ----- ------ ----- ------ ------ ------
Total SG&A Fixed - - - - - - -
----- ----- ------ ----- ------ ------ ------
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
----- ----- ------ ----- ------ ------ ------
Total SG&A Variable - - - - - - -
----- ----- ------ ----- ------ ------ ------
INCOME BEFORE TAX 296 306 1,123 825 1,594 1,333 (1,246)
----- ----- ------ ----- ------ ------ ------
Provision for Income Taxes
----- ----- ------ ----- ------ ------ ------
NET INCOME 296 306 1,123 825 1,594 1,333 (1,246)
===== ===== ====== ===== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - -
OEM Discount - - - - - - -
Income Tax - - - - - - -
Other Expense/(Income)
MI SBT - - - - - - -
Restructuring Fees - - - - - - -
Depreceation & Amortization 735 706 789 783 750 728 702
----- ----- ------ ----- ------ ------ ------
EBITDA 1,031 1,012 1,912 1,608 2,344 2,060 (545)
===== ===== ====== ===== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
----- ----- ------ ----- ------ ------ ------
Adjusted EBITDA 1,031 1,012 1,912 1,608 2,344 2,060 (545)
===== ===== ====== ===== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ----
REVENUE 6,614 8,934 6,949 7,590 8,870 103,538
VARIABLE COST
Material 2,538 3,147 2,780 3,261 2,268 39,427
Scrap 404 490 288 304 236 4,223
Labor 1,741 2,378 1,854 1,599 1,904 25,103
Burden 957 1,377 744 530 905 15,074
Adjustment for Restructuring - - - - - -
----- ----- ----- ----- ----- -------
Total Variable Cost 5,641 7,394 5,666 5,693 5,313 83,827
----- ----- ----- ----- ----- -------
CONTRIBUTION MARGIN 973 1,540 1,283 1,897 3,556 19,711
----- ----- ----- ----- ----- -------
14.7% 17.2% 18.5% 25.0% 40.1% 19.0%
PLANT FIXED COST
Third Party Rents & Leases - - - - - 4
Related Party Rents & Leases 75 75 75 75 75 900
Launch Risk - - - - - -
Depreciation 670 674 671 685 627 8,518
Mi SBT - - - - - -
Taxes 68 68 65 68 68 845
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed - - - - - -
----- ----- ----- ----- ----- -------
Total Fixed Cost 813 817 811 828 770 10,267
----- ----- ----- ----- ----- -------
GROSS MARGIN 161 724 473 1,070 2,786 9,444
----- ----- ----- ----- ----- -------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT - - - - - -
Taxes - - - - - -
Payroll Related Expenses - - - - - -
Gainshare - - - - - -
Other
Utilities and Telephone - - - - - -
Insurance - - - - - -
Normal Course Professional - - - - - -
Maintenance & Supplies - - - - - -
Travel & Entertainment - - - - - -
Depreciation - - - - - -
Other - - - - - -
----- ----- ----- ----- ----- -------
Total SG&A Fixed - - - - - -
----- ----- ----- ----- ----- -------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- -------
Total SG&A Variable - - - - - -
----- ----- ----- ----- ----- -------
INCOME BEFORE TAX 161 724 473 1,070 2,786 9,444
----- ----- ----- ----- ----- -------
Provision for Income Taxes -
----- ----- ----- ----- ----- -------
NET INCOME 161 724 473 1,070 2,786 9,444
===== ===== ===== ===== ===== =======
EBITDA CALCULATION
Add:
Interest - - - - - -
OEM Discount - - - - - -
Income Tax - - - - - -
Other Expense/(Income) -
MI SBT - - - - - -
Restructuring Fees - - - - - -
Depreceation & Amortization 670 674 671 685 627 8,518
----- ----- ----- ----- ----- -------
EBITDA 830 1,397 1,143 1,754 3,414 17,962
===== ===== ===== ===== ===== =======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- -------
Adjusted EBITDA 830 1,397 1,143 1,754 3,414 17,962
===== ===== ===== ===== ===== =======
43 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GRAND BLANC
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
REVENUE 6,900 7,618 10,458 7,622 8,296 9,102 3,806
VARIABLE COST
Material 2,473 2,470 2,774 2,319 2,527 2,814 1,124
Scrap 1,067 (449) 1,242 254 281 312 144
Labor 1,228 2,843 2,655 1,240 1,332 1,450 1,335
Burden 180 3,240 2,247 1,732 1,881 2,051 1,023
Adjustment for Restructuring - - - - - - -
----- ------ ------ ----- ----- ----- -----
Total Variable Cost 4,948 8,104 8,918 5,545 6,021 6,627 3,626
----- ------ ------ ----- ----- ----- -----
CONTRIBUTION MARGIN 1,952 (485) 1,540 2,078 2,276 2,475 181
----- ------ ------ ----- ----- ----- -----
28.3% -6.4% 14.7% 27.3% 27.4% 27.2% 4.8%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases 75 75 75 75 75 75 75
Launch Risk - - - - - - -
Depreciation 647 645 643 645 645 645 645
Mi SBT - - - - - - -
Taxes 68 68 68 73 73 73 73
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
----- ------ ------ ----- ----- ----- -----
Total Fixed Cost 790 788 786 793 793 793 793
----- ------ ------ ----- ----- ----- -----
GROSS MARGIN 1,162 (1,273) 754 1,285 1,483 1,682 (612)
----- ------ ------ ----- ----- ----- -----
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT - - - - - - -
Taxes - - - - - - -
Payroll Related Expenses - - - - - - -
Gainshare - - - - - - -
Other
Utilities and Telephone - - - - - - -
Insurance - - - - - - -
Normal Course Professional - - - - - - -
Maintenance & Supplies - - - - - - -
Travel & Entertainment - - - - - - -
Depreciation - - - - - - -
Other - - - - - - -
----- ------ ------ ----- ----- ----- -----
Total SG&A Fixed - - - - - - -
----- ------ ------ ----- ----- ----- -----
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
----- ------ ------ ----- ----- ----- -----
Total SG&A Variable - - - - - - -
----- ------ ------ ----- ----- ----- -----
INCOME BEFORE TAX 1,162 (1,273) 754 1,285 1,483 1,682 (612)
----- ------ ------ ----- ----- ----- -----
Provision for Income Taxes
----- ------ ------ ----- ----- ----- -----
NET INCOME 1,162 (1,273) 754 1,285 1,483 1,682 (612)
===== ====== ====== ===== ===== ===== =====
EBITDA CALCULATION
Add:
Interest - - - - - - -
OEM Discount - - - - - - -
Income Tax - - - - - - -
Other Expense/(Income)
MI SBT - - - - - - -
Restructuring Fees - - - - - - -
Depreceation & Amortization 647 645 643 645 645 645 645
----- ------ ------ ----- ----- ----- -----
EBITDA 1,809 (628) 1,398 1,930 2,128 2,327 33
===== ====== ====== ===== ===== ===== =====
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
----- ------ ------ ----- ----- ----- -----
Adjusted EBITDA 1,809 (628) 1,398 1,930 2,128 2,327 33
===== ====== ====== ===== ===== ===== =====
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ----
REVENUE 6,828 9,990 9,475 8,344 9,279 97,719
VARIABLE COST
Material 2,079 3,076 2,840 2,490 2,794 29,780
Scrap 238 351 332 293 326 4,393
Labor 1,075 1,561 1,492 1,322 1,459 18,991
Burden 1,529 2,251 2,179 1,922 2,130 22,364
Adjustment for Restructuring - - - - - -
----- ----- ----- ----- ----- ------
Total Variable Cost 4,922 7,240 6,843 6,028 6,709 75,528
----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 1,906 2,750 2,632 2,316 2,571 22,191
----- ----- ----- ----- ----- ------
27.9% 27.5% 27.8% 27.8% 27.7% 22.7%
PLANT FIXED COST
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases 75 75 75 75 75 900
Launch Risk - - - - - -
Depreciation 645 645 645 645 645 7,742
Mi SBT - - - - - -
Taxes 73 73 73 73 73 856
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed - - - - - -
----- ----- ----- ----- ----- ------
Total Fixed Cost 793 793 793 793 793 9,498
----- ----- ----- ----- ----- ------
GROSS MARGIN 1,113 1,957 1,839 1,523 1,778 12,693
----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT - - - - - -
Taxes - - - - - -
Payroll Related Expenses - - - - - -
Gainshare - - - - - -
Other
Utilities and Telephone - - - - - -
Insurance - - - - - -
Normal Course Professional - - - - - -
Maintenance & Supplies - - - - - -
Travel & Entertainment - - - - - -
Depreciation - - - - - -
Other - - - - - -
----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - -
----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - -
----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 1,113 1,957 1,839 1,523 1,778 12,693
----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ------
NET INCOME 1,113 1,957 1,839 1,523 1,778 12,693
===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - -
OEM Discount - - - - - -
Income Tax - - - - - -
Other Expense/(Income) -
MI SBT - - - - - -
Restructuring Fees - - - - - -
Depreceation & Amortization 645 645 645 645 645 7,742
----- ----- ----- ----- ----- ------
EBITDA 1,758 2,602 2,485 2,168 2,423 20,435
===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ------
Adjusted EBITDA 1,758 2,602 2,485 2,168 2,423 20,435
===== ===== ===== ===== ===== ======
44 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GRAND BLANC
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005
------ ------ ------ ------ ----
REVENUE 31,101 27,531 23,453 23,584 105,669
VARIABLE COST
Material 9,377 8,379 7,034 7,070 31,860
Scrap 1,087 989 819 814 3,709
Labor 4,673 4,140 3,493 3,511 15,817
Burden 7,565 6,695 5,748 5,767 25,774
Adjustment for Restructuring - - - - -
------ ------ ------ ------ -------
Total Variable Cost 22,702 20,203 17,095 17,161 77,160
------ ------ ------ ------ -------
CONTRIBUTION MARGIN 8,399 7,328 6,359 6,423 28,509
------ ------ ------ ------ -------
27.0% 26.6% 27.1% 27.2% 27.0%
PLANT FIXED COST
Third Party Rents & Leases - - - - -
Related Party Rents & Leases 225 225 225 225 900
Launch Risk - - - - -
Depreciation 1,935 1,935 1,935 1,935 7,742
Mi SBT - - - - -
Taxes 224 224 224 224 897
Fees From Deluxe - - - - -
Restructuring Adj. - Fixed - - - - -
------ ------ ------ ------ -------
Total Fixed Cost 2,385 2,385 2,385 2,385 9,538
------ ------ ------ ------ -------
GROSS MARGIN 6,015 4,944 3,974 4,038 18,971
------ ------ ------ ------ -------
SG&A - FIXED
Third Party Rents & Leases - - - - -
Related Party Rents & Leases - - - - -
Mi SBT - - - - -
Taxes - - - - -
Payroll Related Expenses - - - - -
Gainshare - - - - -
Other
Utilities and Telephone - - - - -
Insurance - - - - -
Normal Course Professional - - - - -
Maintenance & Supplies - - - - -
Travel & Entertainment - - - - -
Depreciation - - - - -
Other - - - - -
------ ------ ------ ------ -------
Total SG&A Fixed - - - - -
------ ------ ------ ------ -------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------ ------ ------ ------ -------
Total SG&A Variable - - - - -
------ ------ ------ ------ -------
INCOME BEFORE TAX 6,015 4,944 3,974 4,038 18,971
------ ------ ------ ------ -------
Provision for Income Taxes -
------ ------ ------ ------ -------
NET INCOME 6,015 4,944 3,974 4,038 18,971
====== ====== ====== ====== =======
EBITDA CALCULATION
Add:
Interest - - - - -
OEM Discount - - - - -
Income Tax - - - - -
Other Expense/(Income) -
MI SBT - - - - -
Restructuring Fees - - - - -
Depreceation & Amortization 1,935 1,935 1,935 1,935 7,742
------ ------ ------ ------ -------
EBITDA 7,950 6,879 5,909 5,974 26,712
====== ====== ====== ====== =======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ -------
Adjusted EBITDA 7,950 6,879 5,909 5,974 26,712
====== ====== ====== ====== =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------
REVENUE 26,711 25,133 21,412 21,420 94,676 89,084 86,851
VARIABLE COST
Material 8,086 7,601 6,545 6,551 28,782 27,394 26,762
Scrap 923 872 771 762 3,329 3,179 3,106
Labor 3,979 3,760 3,193 3,192 14,124 13,264 12,918
Burden 6,631 6,234 5,389 5,378 23,631 22,861 22,249
Adjustment for Restructuring - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total Variable Cost 19,619 18,467 15,897 15,882 69,866 66,698 65,036
------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 7,091 6,666 5,515 5,538 24,810 22,385 21,815
------ ------ ------ ------ ------ ------ ------
26.5% 26.5% 25.8% 25.9% 26.2% 25.1% 25.1%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases 225 225 225 225 900 900 900
Launch Risk - - - - - - -
Depreciation 1,935 1,935 1,935 1,935 7,742 7,742 7,742
Mi SBT - - - - - - -
Taxes 231 231 231 231 923 951 951
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 2,391 2,391 2,391 2,391 9,565 9,593 9,593
------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 4,700 4,275 3,123 3,147 15,245 12,792 12,222
------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT - - - - - - -
Taxes - - - - - - -
Payroll Related Expenses - - - - - - -
Gainshare - - - - - - -
Other
Utilities and Telephone - - - - - - -
Insurance - - - - - - -
Normal Course Professional - - - - - - -
Maintenance & Supplies - - - - - - -
Travel & Entertainment - - - - - - -
Depreciation - - - - - - -
Other - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - -
------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - -
------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 4,700 4,275 3,123 3,147 15,245 12,792 12,222
------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes -
------ ------ ------ ------ ------ ------ ------
NET INCOME 4,700 4,275 3,123 3,147 15,245 12,792 12,222
====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - -
OEM Discount - - - - - - -
Income Tax - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - -
Restructuring Fees - - - - - - -
Depreceation & Amortization 1,935 1,935 1,935 1,935 7,742 7,742 7,742
------ ------ ------ ------ ------ ------ ------
EBITDA 6,636 6,210 5,059 5,082 22,986 20,534 19,964
====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 6,636 6,210 5,059 5,082 22,986 20,534 19,964
====== ====== ====== ====== ====== ====== ======
45 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GRAND RAPIDS
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
REVENUE 2,763 3,601 4,217 1,857 1,557 3,516 488
VARIABLE COST
Material 1,691 2,323 3,340 1,307 1,136 2,594 440
Scrap 50 44 102 170 35 293 (24)
Labor 453 578 589 319 298 425 254
Burden 357 524 563 404 127 237 217
Adjustment for Restructuring - - - - - - -
----- ----- ----- ----- ----- ----- -----
Total Variable Cost 2,550 3,469 4,594 2,200 1,596 3,549 886
----- ----- ----- ----- ----- ----- -----
CONTRIBUTION MARGIN 213 132 (378) (343) (39) (33) (399)
----- ----- ----- ----- ----- ----- -----
7.7% 3.7% -9.0% -18.5% -2.5% -0.9% -81.8%
PLANT FIXED COST
Third Party Rents & Leases 201 201 201 201 201 201 201
Related Party Rents & Leases - - - - - - -
Launch Risk - - - - - - -
Depreciation 300 302 304 295 289 294 286
Mi SBT - - - - - - -
Taxes 65 65 65 65 65 65 65
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
----- ----- ----- ----- ----- ----- -----
Total Fixed Cost 566 568 569 561 555 560 552
----- ----- ----- ----- ----- ----- -----
GROSS MARGIN (353) (437) (947) (904) (594) (593) (950)
----- ----- ----- ----- ----- ----- -----
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT - - - - - - -
Taxes - - - - - - -
Payroll Related Expenses - - - - - - -
Gainshare - - - - - - -
Other
Utilities and Telephone - - - - - - -
Insurance - - - - - - -
Normal Course Professional - - - - - - -
Maintenance & Supplies - - - - - - -
Travel & Entertainment - - - - - - -
Depreciation - - - - - - -
Other - - - - - - -
----- ----- ----- ----- ----- ----- -----
Total SG&A Fixed - - - - - - -
----- ----- ----- ----- ----- ----- -----
SG& A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
----- ----- ----- ----- ----- ----- -----
Total SG&A Variable - - - - - - -
----- ----- ----- ----- ----- ----- -----
INCOME BEFORE TAX (353) (437) (947) (904) (594) (593) (950)
----- ----- ----- ----- ----- ----- -----
Provision for Income Taxes
----- ----- ----- ----- ----- ----- -----
NET INCOME (353) (437) (947) (904) (594) (593) (950)
===== ===== ===== ===== ===== ===== =====
EBITDA CALCULATION
Add:
Interest - - - - - - -
OEM Discount - - - - - - -
Income Tax - - - - - - -
Other Expense/(Income)
MI SBT - - - - - - -
Restructuring Fees - - - - - - -
Depreceation & Amortization 300 302 304 295 289 294 286
----- ----- ----- ----- ----- ----- -----
EBITDA (53) (134) (643) (609) (305) (299) (664)
===== ===== ===== ===== ===== ===== =====
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
----- ----- ----- ----- ----- ----- -----
Adjusted EBITDA (53) (134) (643) (609) (305) (299) (664)
===== ===== ===== ===== ===== ===== =====
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------
REVENUE 2,026 2,504 1,699 1,613 1,153 26,993
VARIABLE COST
Material 1,494 1,895 1,292 1,166 889 19,567
Scrap 56 41 65 50 48 930
Labor 270 338 311 307 333 4,475
Burden 230 214 260 391 409 3,932
Adjustment for Restructuring - - - - - -
----- ----- ----- ----- ----- ------
Total Variable Cost 2,050 2,487 1,927 1,914 1,679 28,904
----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN (24) 17 (228) (302) (527) (1,911)
----- ----- ----- ----- ----- ------
-1.2% 0.7% -13.4% -18.7% -45.7% -7.1%
PLANT FIXED COST
Third Party Rents & Leases 201 201 172 172 172 2,323
Related Party Rents & Leases - - - - - -
Launch Risk - - - - - -
Depreciation 284 278 275 275 (1,827) 1,356
Mi SBT - - - - - -
Taxes 65 65 65 65 65 780
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed - - - - - -
----- ----- ----- ----- ----- ------
Total Fixed Cost 550 544 512 512 (1,590) 4,459
----- ----- ----- ----- ----- ------
GROSS MARGIN (574) (526) (741) (814) 1,063 (6,370)
----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT - - - - - -
Taxes - - - - - -
Payroll Related Expenses - - - - - -
Gainshare - - - - - -
Other
Utilities and Telephone - - - - - -
Insurance - - - - - -
Normal Course Professional - - - - - -
Maintenance & Supplies - - - - - -
Travel & Entertainment - - - - - -
Depreciation - - - - - -
Other - - - - - -
----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - -
----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - -
----- ----- ----- ----- ----- ------
INCOME BEFORE TAX (574) (526) (741) (814) 1,063 (6,370)
----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ------
NET INCOME (574) (526) (741) (814) 1,063 (6,370)
===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - -
OEM Discount - - - - - -
Income Tax - - - - - -
Other Expense/(Income) -
MI SBT - - - - - -
Restructuring Fees - - - - - -
Depreceation & Amortization 284 278 275 275 1,827) 1,356
----- ----- ----- ----- ----- ------
EBITDA (290) (249) (465) (539) (764) (5,014)
===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ------
Adjusted EBITDA (290) (249) (465) (539) (764) (5,014)
===== ===== ===== ===== ===== ======
46 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GRAND RAPIDS
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
REVENUE 1,236 1,344 2,008 1,668 1,850 2,333 720
VARIABLE COST
Material 861 958 1,554 1,321 1,462 1,858 558
Scrap 70 73 43 27 30 38 12
Labor 477 373 349 52 57 70 24
Burden 231 422 247 453 442 489 207
Adjustment for Restructuring - - - - - - -
----- ----- ----- ----- ----- ----- -----
Total Variable Cost 1,640 1,825 2,193 1,852 1,991 2,455 801
----- ----- ----- ----- ----- ----- -----
CONTRIBUTION MARGIN (404) (481) (185) (184) (141) (123) (80)
----- ----- ----- ----- ----- ----- -----
-32.7% -35.8% -9.2% -11.1% -7.6% -5.3% -11.1%
PLANT FIXED COST
Third Party Rents & Leases 172 172 172 201 201 201 201
Related Party Rents & Leases - - - - - - -
Launch Risk - - - - - - -
Depreciation 101 102 104 102 102 102 102
Mi SBT - - - - - - -
Taxes 65 65 65 67 67 67 67
Fees From Deluxe - - - - - - -
Restructuring Adj. - Fixed - - - - - - -
----- ----- ----- ----- ----- ----- -----
Total Fixed Cost 338 339 341 370 370 370 370
----- ----- ----- ----- ----- ----- -----
GROSS MARGIN (742) (820) (526) (555) (511) (493) (450)
----- ----- ----- ----- ----- ----- -----
SG&A - FIXED
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases - - - - - - -
Mi SBT - - - - - - -
Taxes - - - - - - -
Payroll Related Expenses - - - - - - -
Gainshare - - - - - - -
Other
Utilities and Telephone - - - - - - -
Insurance - - - - - - -
Normal Course Professional - - - - - - -
Maintenance & Supplies - - - - - - -
Travel & Entertainment - - - - - - -
Depreciation - - - - - - -
Other - - - - - - -
----- ----- ----- ----- ----- ----- -----
Total SG&A Fixed - - - - - - -
----- ----- ----- ----- ----- ----- -----
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
----- ----- ----- ----- ----- ----- -----
Total SG&A Variable - - - - - - -
----- ----- ----- ----- ----- ----- -----
INCOME BEFORE TAX (742) (820) (526) (555) (511) (493) (450)
----- ----- ----- ----- ----- ----- -----
Provision for Income Taxes
----- ----- ----- ----- ----- ----- -----
NET INCOME (742) (820) (526) (555) (511) (493) (450)
===== ===== ===== ===== ===== ===== =====
EBITDA CALCULATION
Add:
Interest - - - - - - -
OEM Discount - - - - - - -
Income Tax - - - - - - -
Other Expense/(Income)
MI SBT - - - - - - -
Restructuring Fees - - - - - - -
Depreceation & Amortization 101 102 104 102 102 102 102
----- ----- ----- ----- ----- ----- -----
EBITDA (641) (718) (422) (452) (409) (390) (348)
===== ===== ===== ===== ===== ===== =====
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
----- ----- ----- ----- ----- ----- -----
Adjusted EBITDA (641) (718) (422) (452) (409) (390) (348)
===== ===== ===== ===== ===== ===== =====
F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------
REVENUE 2,404 3,361 3,131 2,635 2,803 25,492
VARIABLE COST
Material 1,765 2,388 2,158 1,816 1,929 18,626
Scrap 42 60 57 48 51 551
Labor 82 119 115 97 103 1,919
Burden 221 234 260 15 216 3,437
Adjustment for Restructuring - - - - - -
----- ----- ----- ----- ----- ------
Total Variable Cost 2,110 2,800 2,590 1,976 2,299 24,533
----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 293 561 541 659 504 959
----- ----- ----- ----- ----- ------
12.2% 16.7% 17.3% 25.0% 18.0% 3.8%
PLANT FIXED COST
Third Party Rents & Leases 201 201 201 201 201 2,323
Related Party Rents & Leases - - - - - -
Launch Risk - - - - - -
Depreciation 102 102 102 102 102 1,229
Mi SBT - - - - - -
Taxes 67 67 67 67 67 798
Fees From Deluxe - - - - - -
Restructuring Adj. - Fixed - - - - - -
----- ----- ----- ----- ----- ------
Total Fixed Cost 370 370 370 370 370 4,350
----- ----- ----- ----- ----- ------
GROSS MARGIN (77) 191 171 289 133 (3,391)
----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases - - - - - -
Mi SBT - - - - - -
Taxes - - - - - -
Payroll Related Expenses - - - - - -
Gainshare - - - - - -
Other
Utilities and Telephone - - - - - -
Insurance - - - - - -
Normal Course Professional - - - - - -
Maintenance & Supplies - - - - - -
Travel & Entertainment - - - - - -
Depreciation - - - - - -
Other - - - - - -
----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - -
----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - -
----- ----- ----- ----- ----- ------
INCOME BEFORE TAX (77) 191 171 289 133 (3,391)
----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ------
NET INCOME (77) 191 171 289 133 (3,391)
===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - -
OEM Discount - - - - - -
Income Tax - - - - - -
Other Expense/(Income) -
MI SBT - - - - - -
Restructuring Fees - - - - - -
Depreceation & Amortization 102 102 102 102 102 1,229
----- ----- ----- ----- ----- ------
EBITDA 26 293 273 391 236 (2,162)
===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ------
Adjusted EBITDA 26 293 273 391 236 (2,162)
===== ===== ===== ===== ===== ======
47 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GRAND RAPIDS
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 8,932 9,099 6,793 6,758 31,582 7,003 6,856 5,886 6,023 25,768 19,592 12,091
VARIABLE COST
Material 6,165 6,284 4,779 4,782 22,009 4,871 4,771 4,092 4,169 17,903 13,258 6,905
Scrap 179 182 136 135 632 140 137 118 120 515 392 242
Labor 694 700 611 609 2,613 557 550 517 524 2,148 1,762 1,569
Burden 175 232 (806) (840) (1,238) (135) (212) (579) (472) (1,398) (1,878) (2,393)
Adjustment for Restructuring - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Variable Cost 7,213 7,397 4,720 4,686 24,016 5,433 5,246 4,147 4,341 19,167 13,534 6,322
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
CONTRIBUTION MARGIN 1,720 1,701 2,073 2,072 7,566 1,570 1,610 1,739 1,682 6,601 6,058 5,768
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
19.3% 18.7% 30.5% 30.7% 24.0% 22.4% 23.5% 29.5% 27.9% 25.6% 30.9% 47.7%
PLANT FIXED COST
Third Party Rents & Leases 602 602 602 602 2,410 602 602 602 602 2,410 2,410 2,410
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 307 307 307 307 1,229 307 307 307 307 1,229 1,229 1,229
Mi SBT - - - - - - - - - - - -
Taxes 207 207 207 207 828 213 213 213 213 852 878 878
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Fixed Cost 1,117 1,117 1,117 1,117 4,466 1,123 1,123 1,123 1,123 4,491 4,517 4,517
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
GROSS MARGIN 603 585 956 956 3,100 447 488 616 559 2,110 1,541 1,252
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
INCOME BEFORE TAX 603 585 956 956 3,100 447 488 616 559 2,110 1,541 1,252
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Provision for Income Taxes - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
NET INCOME 603 585 956 956 3,100 447 488 616 559 2,110 1,541 1,252
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 307 307 307 307 1,229 307 307 307 307 1,229 1,229 1,229
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
EBITDA 910 892 1,264 1,263 4,329 755 795 924 866 3,339 2,770 2,481
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Adjusted EBITDA 910 892 1,264 1,263 4,329 755 795 924 866 3,339 2,770 2,481
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
48 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
SEABROOK
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 3,990 5,241 6,197 4,475 5,468 5,835 2,347 4,451 4,975 4,021 3,662 2,995 53,655
VARIABLE COST
Material 1,063 1,647 1,682 1,336 1,604 1,690 715 1,278 1,469 1,185 1,112 777 15,559
Scrap 175 253 304 160 197 197 80 147 179 153 190 158 2,195
Labor 1,423 1,777 2,076 1,309 1,572 1,571 910 1,246 1,436 1,384 1,180 1,185 17,069
Burden 689 930 968 648 791 821 549 520 621 549 553 643 8,281
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 3,350 4,607 5,029 3,453 4,164 4,278 2,255 3,191 3,705 3,270 3,037 2,763 43,103
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 640 634 1,168 1,022 1,303 1,557 92 1,259 1,269 751 625 232 10,552
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
16.0% 12.1% 18.8% 22.8% 23.8% 26.7% 3.9% 28.3% 25.5% 18.7% 17.1% 7.7% 19.7%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 229 227 238 238 237 237 232 231 231 231 231 231 2,795
Mi SBT - - - - - - - - - - - - -
Taxes 8 8 8 8 8 8 8 8 8 9 73 8 161
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 237 235 246 246 245 245 240 239 239 241 304 239 2,956
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 403 399 922 776 1,058 1,312 (148) 1,020 1,030 510 321 (8) 7,596
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 403 399 922 776 1,058 1,312 (148) 1,020 1,030 510 321 (8) 7,596
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 403 399 922 776 1,058 1,312 (148) 1,020 1,030 510 321 (8) 7,596
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 229 227 238 238 237 237 232 231 231 231 231 231 2,795
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 632 627 1,160 1,014 1,295 1,549 84 1,251 1,261 741 553 224 10,391
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 632 627 1,160 1,014 1,295 1,549 84 1,251 1,261 741 553 224 10,391
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
49 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
SEABROOK
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 3,614 3,242 4,576 2,934 3,421 3,365 1,138 2,762 3,705 3,091 2,707 2,976 37,530
VARIABLE COST
Material 1,095 1,091 1,779 830 970 965 339 824 1,100 915 774 876 11,559
Scrap 110 125 148 142 166 158 42 128 176 147 127 139 1,609
Labor 1,311 1,161 1,379 530 610 602 192 488 667 559 496 541 8,535
Burden 618 721 691 649 753 742 256 608 818 683 602 662 7,803
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 3,133 3,100 3,997 2,151 2,498 2,466 830 2,048 2,761 2,304 1,999 2,218 29,505
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 481 143 578 784 922 899 308 714 944 787 708 757 8,025
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
13.3% 4.4% 12.6% 26.7% 27.0% 26.7% 27.1% 25.9% 25.5% 25.5% 26.1% 25.5% 21.4%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 231 231 231 231 231 231 231 231 231 231 231 231 2,776
Mi SBT - - - - - - - - - - - - -
Taxes 8 8 8 14 14 14 14 14 14 14 14 14 148
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 239 239 239 245 245 245 245 245 245 245 245 245 2,924
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 242 (96) 339 538 677 654 63 469 698 542 463 512 5,102
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 242 (96) 339 538 677 654 63 469 698 542 463 512 5,102
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 242 (96) 339 538 677 654 63 469 698 542 463 512 5,102
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 231 231 231 231 231 231 231 231 231 231 231 231 2,776
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 474 135 570 770 908 885 294 700 930 773 694 744 7,877
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 474 135 570 770 908 885 294 700 930 773 694 744 7,877
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
50 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
SEABROOK
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 8,358 7,982 5,666 5,881 27,887 6,259 6,152 3,928 4,010 20,349 9,498 6,972
VARIABLE COST
Material 2,720 2,635 1,761 1,849 8,965 1,939 1,893 658 680 5,170 681 (51)
Scrap 384 362 251 261 1,258 279 274 167 171 891 292 152
Labor 1,718 1,678 1,339 1,369 6,103 1,345 1,330 1,129 1,142 4,946 3,036 2,465
Burden 1,981 1,909 1,431 1,475 6,796 1,644 1,622 1,205 1,223 5,694 3,256 2,760
Adjustment for Restructuring - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
Total Variable Cost 6,803 6,584 4,781 4,954 23,122 5,207 5,119 3,160 3,216 16,701 7,266 5,327
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
CONTRIBUTION MARGIN 1,556 1,398 885 926 4,765 1,052 1,033 768 795 3,648 2,233 1,645
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
18.6% 17.5% 15.6% 15.8% 17.1% 16.8% 16.8% 19.5% 19.8% 17.9% 23.5% 23.6%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 694 694 694 694 2,776 694 694 694 694 2,776 2,776 2,776
Mi SBT - - - - - - - - - - - -
Taxes 43 43 43 43 171 44 44 44 44 176 182 182
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
Total Fixed Cost 737 737 737 737 2,947 738 738 738 738 2,952 2,957 2,957
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
GROSS MARGIN 819 661 148 190 1,818 314 295 30 57 696 (725) (1,312)
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
Total SG&A Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
Total SG&A Variable - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
INCOME BEFORE TAX 819 661 148 190 1,818 314 295 30 57 696 (725) (1,312)
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
Provision for Income Taxes - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
NET INCOME 819 661 148 190 1,818 314 295 30 57 696 (725) (1,312)
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 694 694 694 694 2,776 694 694 694 694 2,776 2,776 2,776
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
EBITDA 1,513 1,355 842 884 4,594 1,008 989 724 751 3,472 2,051 1,464
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ===== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ----- ------
Adjusted EBITDA 1,513 1,355 842 884 4,594 1,008 989 724 751 3,472 2,051 1,464
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ===== ======
51 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
WALLACEBURG / NEW BUSINESS
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 645 751 1,321 1,039 893 1,000 217 524 813 437 352 91 8,084
VARIABLE COST
Material 361 428 814 522 556 559 138 317 480 231 247 99 4,752
Scrap 9 12 18 18 16 17 2 10 13 6 5 - 126
Labor 120 187 223 206 167 154 63 96 124 121 76 73 1,610
Burden 44 77 43 95 76 99 19 28 34 12 22 31 581
Adjustment for Restructuring - - - - - - - - - - - - -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
Total Variable Cost 534 705 1,099 841 816 829 223 451 649 370 350 203 7,069
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
CONTRIBUTION MARGIN 111 47 222 199 77 171 (6) 73 164 67 3 (112) 1,015
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
17.1% 6.2% 16.8% 19.1% 8.6% 17.1% -2.6% 13.9% 20.1% 15.3% 0.8% -123.2% 12.6%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases 14 14 14 - 29 14 14 14 14 14 14 14 171
Launch Risk - - - - - - - - - - - - -
Depreciation 8 7 8 8 6 1 1 1 1 1 1 1 46
Mi SBT - - - - - - - - - - - - -
Taxes (52) 26 (41) 71 (71) (15) 12 2 (15) (17) 35 62 (3)
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
Total Fixed Cost (30) 47 (19) 79 (36) 1 27 18 1 (1) 51 78 214
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
GROSS MARGIN 140 (1) 241 120 113 170 (33) 55 163 68 (48) (190) 801
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
Total SG&A Fixed - - - - - - - - - - - - -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
Total SG&A Variable - - - - - - - - - - - - -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
INCOME BEFORE TAX 140 (1) 241 120 113 170 (33) 55 163 68 (48) (190) 801
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
Provision for Income Taxes -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
NET INCOME 140 (1) 241 120 113 170 (33) 55 163 68 (48) (190) 801
==== ==== ===== ===== ==== ===== ===== ==== ===== ==== ==== ====== =====
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 8 7 8 8 6 1 1 1 1 1 1 1 46
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
EBITDA 149 7 249 128 120 172 (32) 56 164 69 (47) (189) 846
==== ==== ===== ===== ==== ===== ===== ==== ===== ==== ==== ====== =====
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
---- ---- ----- ----- ---- ----- ----- ---- ----- ---- ---- ------ -----
Adjusted EBITDA 149 7 249 128 120 172 (32) 56 164 69 (47) (189) 846
==== ==== ===== ===== ==== ===== ===== ==== ===== ==== ==== ====== =====
52 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT *Please Note - All fixed costs are associated
WALLACEBURG / NEW BUSINESS with Wallaceburg plant and are not related to
(IN $000'S) New Business programs in 2004 and out years.
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE (11) (13) (1) - - - 1,401 2,900 3,687 3,228 2,661 2,886 16,739
VARIABLE COST
Material (2) (0) - - - - 821 1,700 2,161 1,892 1,560 1,691 9,824
Scrap - - - - - - - - - - - - -
Labor - - - - - - 158 326 415 363 299 325 1,886
Burden - - - - - - 139 288 367 321 265 287 1,667
Adjustment for Restructuring - - - - - - - - - - - - -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost (2) (0) - - - - 1,118 2,315 2,943 2,577 2,124 2,303 13,378
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN (9) (13) (1) - - - 283 585 744 652 537 582 3,361
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
82.6% 98.2% 100.0% #DIV/0! #DIV/0! #DIV/0! 20.2% 20.2% 20.2% 20.2% 20.2% 20.2% 20.1%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases 14 14 14 14 14 14 14 14 14 14 14 14 171
Launch Risk - - - - - - 83 83 83 83 83 83 500
Depreciation 1 1 2 1 1 1 1 1 1 1 1 1 16
Mi SBT - - - - - - - - - - - - -
Taxes 5 4 22 (0) (0) (0) (0) (0) (0) (0) (0) (0) 29
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 21 20 38 15 15 15 99 99 99 99 99 99 717
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN (30) (33) (38) (15) (15) (15) 184 487 645 553 438 484 2,644
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX (30) (33) (38) (15) (15) (15) 184 487 645 553 438 484 2,644
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
NET INCOME (30) (33) (38) (15) (15) (15) 184 487 645 553 438 484 2,644
==== ===== ===== ===== ===== ==== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 1 1 2 1 1 1 1 1 1 1 1 1 16
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
EBITDA (29) (32) (37) (14) (14) (14) 185 488 647 554 440 485 2,660
==== ===== ===== ===== ===== ==== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
---- ----- ----- ----- ----- ---- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA (29) (32) (37) (14) (14) (14) 185 488 647 554 440 485 2,660
==== ===== ===== ===== ===== ==== ===== ===== ===== ===== ===== ===== ======
53 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
WALLACEBURG / NEW BUSINESS
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 9,861 9,861 8,320 8,320 36,363 9,245 9,091 8,807 18,365 45,508 107,195 118,372
VARIABLE COST
Material 5,781 5,781 4,877 4,877 21,316 5,419 5,329 4,687 7,929 23,364 43,295 46,576
Scrap - - - - - - - - - - - -
Labor 1,110 1,110 936 936 4,091 1,040 1,023 1,102 2,730 5,895 16,635 18,658
Burden 981 981 828 828 3,617 920 904 1,186 3,678 6,688 23,417 26,663
Adjustment for Restructuring - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
Total Variable Cost 7,871 7,871 6,641 6,641 29,024 7,379 7,256 6,975 14,337 35,948 83,346 91,897
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
CONTRIBUTION MARGIN 1,990 1,990 1,679 1,679 7,339 1,866 1,835 1,831 4,028 9,560 23,848 26,475
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
20.2% 20.2% 20.2% 20.2% 20.2% 20.2% 20.2% 20.8% 21.9% 21.0% 22.2% 22.4%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases 43 43 43 43 171 43 43 43 43 171 171 171
Launch Risk 250 250 250 250 1,000 250 250 1,446 1,446 3,393 5,785 5,785
Depreciation - - - - - - - - - - 16 16
Mi SBT - - - - - - - - - - - -
Taxes (1) (1) (1) (1) (3) (1) (1) (1) (1) (3) (3) (3)
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
Total Fixed Cost 292 292 292 292 1,168 292 292 1,488 1,488 3,560 5,969 5,969
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
GROSS MARGIN 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,879 20,506
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
Total SG&A Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
Total SG&A Variable - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
INCOME BEFORE TAX 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,879 20,506
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
Provision for Income Taxes - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
NET INCOME 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,879 20,506
===== ===== ===== ===== ====== ===== ===== ===== ====== ====== ======= =======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization - - - - - - - - - - 16 16
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
EBITDA 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,896 20,522
===== ===== ===== ===== ====== ===== ===== ===== ====== ====== ======= =======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
----- ----- ----- ----- ------ ----- ----- ----- ------ ------ ------- -------
Adjusted EBITDA 1,698 1,698 1,387 1,387 6,171 1,574 1,543 343 2,540 6,000 17,896 20,522
===== ===== ===== ===== ====== ===== ===== ===== ====== ====== ======= =======
54 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GROESBECK
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 7,463 8,868 10,767 7,708 7,624 8,253 4,562 6,232 8,838 7,510 7,218 6,568 91,611
VARIABLE COST
Material 2,460 3,373 4,332 2,889 2,965 3,301 1,728 2,352 3,262 2,917 2,902 2,811 35,292
Scrap 128 165 180 165 139 139 71 110 183 150 119 89 1,637
Labor 1,854 1,926 2,305 1,755 1,637 1,855 1,296 1,585 2,022 1,682 1,613 1,889 21,419
Burden 293 562 636 437 447 496 305 347 374 399 442 590 5,328
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 4,735 6,026 7,453 5,246 5,189 5,791 3,399 4,395 5,841 5,147 5,076 5,379 63,676
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 2,728 2,843 3,314 2,462 2,435 2,462 1,163 1,837 2,998 2,363 2,141 1,189 27,935
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
36.6% 32.1% 30.8% 31.9% 31.9% 29.8% 25.5% 29.5% 33.9% 31.5% 29.7% 18.1% 30.5%
PLANT FIXED COST
Third Party Rents & Leases 77 93 77 77 93 77 77 77 77 77 137 77 1,021
Related Party Rents & Leases 118 118 118 118 118 118 118 118 118 118 118 118 1,416
Launch Risk - - - - - - - - - - - - -
Depreciation 156 161 167 156 151 130 160 160 165 160 160 155 1,880
Mi SBT - - - - - - - - - - - - -
Taxes 21 21 21 21 21 21 21 21 21 21 125 (83) 257
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 373 394 384 373 383 347 377 377 382 376 540 267 4,575
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 2,355 2,449 2,930 2,089 2,052 2,115 786 1,460 2,615 1,986 1,601 921 23,360
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 2,355 2,449 2,930 2,089 2,052 2,115 786 1,460 2,615 1,986 1,601 921 23,360
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 2,355 2,449 2,930 2,089 2,052 2,115 786 1,460 2,615 1,986 1,601 921 23,360
===== ===== ====== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 156 161 167 156 151 130 160 160 165 160 160 155 1,880
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 2,511 2,610 3,097 2,245 2,202 2,245 946 1,620 2,781 2,146 1,761 1,076 25,241
===== ===== ====== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ------ ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 2,511 2,610 3,097 2,245 2,202 2,245 946 1,620 2,781 2,146 1,761 1,076 25,241
===== ===== ====== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
55 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GROESBECK
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 5,556 6,940 9,200 6,106 6,727 7,556 2,800 5,490 6,493 5,036 4,048 4,439 70,390
VARIABLE COST
Material 2,361 2,760 3,921 2,249 2,486 2,798 1,022 2,026 2,385 1,818 1,457 1,585 26,867
Scrap 94 116 145 90 100 112 41 81 96 74 60 66 1,076
Labor 1,500 1,718 2,045 804 887 996 336 814 957 741 599 676 12,073
Burden 301 544 630 821 910 1,020 643 816 982 762 607 710 8,744
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 4,256 5,139 6,741 3,964 4,382 4,926 2,043 3,737 4,420 3,394 2,722 3,036 48,761
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 1,300 1,801 2,459 2,142 2,345 2,630 758 1,752 2,073 1,642 1,326 1,403 21,629
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
23.4% 25.9% 26.7% 35.1% 34.9% 34.8% 27.1% 31.9% 31.9% 32.6% 32.8% 31.6% 30.7%
PLANT FIXED COST
Third Party Rents & Leases 77 77 77 77 77 77 77 77 77 77 77 77 930
Related Party Rents & Leases 118 118 118 118 118 118 118 118 118 118 118 118 1,416
Launch Risk - - - - - - - - - - - - -
Depreciation 135 133 147 138 138 138 138 138 138 138 138 138 1,657
Mi SBT - - - - - - - - - - - - -
Taxes 21 21 21 22 22 22 22 22 22 22 22 22 263
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 352 350 364 356 356 356 356 356 356 356 356 356 4,266
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 948 1,451 2,095 1,786 1,990 2,274 402 1,397 1,718 1,286 970 1,047 17,363
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 948 1,451 2,095 1,786 1,990 2,274 402 1,397 1,718 1,286 970 1,047 17,363
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 948 1,451 2,095 1,786 1,990 2,274 402 1,397 1,718 1,286 970 1,047 17,363
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 135 133 147 138 138 138 138 138 138 138 138 138 1,657
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 1,083 1,584 2,242 1,924 2,128 2,412 540 1,535 1,856 1,424 1,108 1,185 19,021
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 1,083 1,584 2,242 1,924 2,128 2,412 540 1,535 1,856 1,424 1,108 1,185 19,021
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
56 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
GROESBECK
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------
REVENUE 14,543 14,721 12,682 13,257 55,204 14,206 11,374 9,664 9,885 45,130 42,552 42,427
VARIABLE COST
Material 5,128 5,203 4,435 4,660 19,425 5,052 4,239 3,611 3,694 16,596 15,985 15,857
Scrap 218 221 190 199 828 213 171 145 148 677 638 636
Labor 2,444 2,463 2,266 2,320 9,493 2,155 1,823 1,658 1,681 7,316 6,968 6,903
Burden 1,750 1,781 1,443 1,540 6,515 2,193 1,652 1,377 1,415 6,636 6,436 6,897
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
Total Variable Cost 9,541 9,668 8,335 8,719 36,261 9,612 7,885 6,791 6,937 31,226 30,027 30,294
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
CONTRIBUTION MARGIN 5,003 5,054 4,347 4,539 18,943 4,594 3,489 2,874 2,948 13,904 12,525 12,133
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
34.4% 34.3% 34.3% 34.2% 34.3% 32.3% 30.7% 29.7% 29.8% 30.8% 29.4% 28.6%
PLANT FIXED COST
Third Party Rents & Leases 232 232 232 232 930 232 232 232 232 930 930 930
Related Party Rents & Leases 354 354 354 354 1,416 354 354 354 354 1,416 1,416 1,416
Launch Risk - - - - - - - - - - - -
Depreciation 414 414 414 414 1,657 414 414 414 414 1,657 1,657 1,657
Mi SBT - - - - - - - - - - - -
Taxes 68 68 68 68 273 70 70 70 70 281 289 289
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
Total Fixed Cost 1,069 1,069 1,069 1,069 4,276 1,071 1,071 1,071 1,071 4,284 4,293 4,293
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
GROSS MARGIN 3,934 3,985 3,278 3,470 14,667 3,523 2,418 1,803 1,877 9,620 8,232 7,841
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
INCOME BEFORE TAX 3,934 3,985 3,278 3,470 14,667 3,523 2,418 1,803 1,877 9,620 8,232 7,841
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
NET INCOME 3,934 3,985 3,278 3,470 14,667 3,523 2,418 1,803 1,877 9,620 8,232 7,841
====== ====== ====== ====== ====== ====== ====== ===== ===== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 414 414 414 414 1,657 414 414 414 414 1,657 1,657 1,657
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
EBITDA 4,348 4,399 3,693 3,884 16,324 3,937 2,832 2,217 2,291 11,277 9,889 9,498
====== ====== ====== ====== ====== ====== ====== ===== ===== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ----- ----- ------ ------ ------
Adjusted EBITDA 4,348 4,399 3,693 3,884 16,324 3,937 2,832 2,217 2,291 11,277 9,889 9,498
====== ====== ====== ====== ====== ====== ====== ===== ===== ====== ====== ======
57 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MALYN
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 3,165 3,181 3,177 2,301 2,435 2,855 1,953 1,279 3,615 3,436 3,214 3,003 33,615
VARIABLE COST
Material 1,707 1,810 2,027 1,427 1,465 1,629 1,221 553 2,361 2,163 2,365 1,935 20,663
Scrap 14 11 20 5 31 41 26 6 22 10 21 12 220
Labor 470 435 455 369 356 457 339 360 587 451 435 557 5,270
Burden 88 83 109 79 107 108 54 92 77 120 79 76 1,074
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 2,280 2,339 2,611 1,881 1,959 2,235 1,639 1,011 3,048 2,744 2,900 2,580 27,227
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 885 842 566 420 476 620 314 269 567 692 314 423 6,388
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
28.0% 26.5% 17.8% 18.3% 19.5% 21.7% 16.1% 21.0% 15.7% 20.1% 9.8% 14.1% 19.0%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases 47 47 47 47 47 47 47 47 47 93 47 47 605
Launch Risk - - - - - - - - - - - - -
Depreciation 23 27 28 28 28 28 22 22 22 24 24 25 300
Mi SBT - - - - - - - - - - - - -
Taxes 8 8 16 (1) 8 8 8 8 8 8 8 8 90
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 77 81 91 73 82 82 76 76 76 125 78 79 995
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 808 761 475 348 394 538 238 193 491 567 236 344 5,393
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 808 761 475 348 394 538 238 193 491 567 236 344 5,393
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 808 761 475 348 394 538 238 193 491 567 236 344 5,393
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 23 27 28 28 28 28 22 22 22 24 24 25 300
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 831 788 503 375 422 566 260 215 513 591 260 369 5,693
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 831 788 503 375 422 566 260 215 513 591 260 369 5,693
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
58 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MALYN Note: Contains approx. $24M in passthrough business for 2004
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 3,099 3,845 5,021 3,504 3,753 4,206 1,862 3,556 4,265 3,554 2,904 3,126 42,696
VARIABLE COST
Material 2,003 2,604 3,327 2,351 2,531 2,838 1,264 2,425 2,908 2,423 1,979 2,130 28,782
Scrap 25 44 39 51 53 59 26 50 60 50 41 43 539
Labor 522 557 640 199 205 230 104 194 232 194 159 171 3,406
Burden 77 90 251 231 242 272 121 223 267 223 183 197 2,376
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 2,627 3,295 4,256 2,833 3,029 3,398 1,515 2,890 3,467 2,889 2,361 2,541 35,103
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 473 549 765 672 724 808 346 665 798 665 543 585 7,593
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
15.2% 14.3% 15.2% 19.2% 19.3% 19.2% 18.6% 18.7% 18.7% 18.7% 18.7% 18.7% 17.8%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases 47 47 47 47 47 47 47 47 47 47 47 47 558
Launch Risk - - - - - - - - - - - - -
Depreciation 23 23 23 23 23 23 23 23 23 23 23 23 280
Mi SBT - - - - - - - - - - - - -
Taxes 8 8 8 8 8 8 8 8 8 8 8 8 92
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 77 77 77 78 78 78 78 78 78 78 78 78 930
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 395 472 687 594 646 731 269 588 721 587 465 507 6,663
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 395 472 687 594 646 731 269 588 721 587 465 507 6,663
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 395 472 687 594 646 731 269 588 721 587 465 507 6,663
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 23 23 23 23 23 23 23 23 23 23 23 23 280
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 419 495 711 618 669 754 292 611 744 611 489 531 6,943
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 419 495 711 618 669 754 292 611 744 611 489 531 6,943
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
59 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MALYN
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 9,801 9,032 9,135 9,366 37,335 9,442 9,375 8,037 8,326 35,181 32,686 20,987
VARIABLE COST
Material 6,687 6,181 6,221 6,381 25,470 6,446 6,398 5,486 5,678 24,007 22,329 14,523
Scrap 135 124 126 129 513 130 129 110 115 484 449 286
Labor 529 477 498 510 2,014 507 505 432 450 1,894 1,747 1,021
Burden 596 531 565 577 2,270 582 579 495 518 2,174 2,054 1,199
Adjustment for Restructuring - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Variable Cost 7,946 7,313 7,411 7,597 30,268 7,665 7,611 6,523 6,761 28,559 26,579 17,028
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
CONTRIBUTION MARGIN 1,855 1,719 1,724 1,769 7,067 1,778 1,764 1,514 1,566 6,621 6,107 3,959
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
18.9% 19.0% 18.9% 18.9% 18.9% 18.8% 18.8% 18.8% 18.8% 18.8% 18.7% 18.9%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases 140 140 140 140 558 140 140 140 140 558 558 558
Launch Risk - - - - - - - - - - - -
Depreciation 70 70 70 70 280 70 70 70 70 280 280 280
Mi SBT - - - - - - - - - - - -
Taxes 24 24 24 24 95 25 25 25 25 98 101 101
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Fixed Cost 233 233 233 233 934 234 234 234 234 936 939 939
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
GROSS MARGIN 1,621 1,486 1,491 1,536 6,133 1,544 1,530 1,280 1,331 5,685 5,168 3,019
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
INCOME BEFORE TAX 1,621 1,486 1,491 1,536 6,133 1,544 1,530 1,280 1,331 5,685 5,168 3,019
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Provision for Income Taxes - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
NET INCOME 1,621 1,486 1,491 1,536 6,133 1,544 1,530 1,280 1,331 5,685 5,168 3,019
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 70 70 70 70 280 70 70 70 70 280 280 280
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
EBITDA 1,691 1,556 1,561 1,606 6,413 1,614 1,600 1,350 1,401 5,965 5,448 3,299
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Adjusted EBITDA 1,691 1,556 1,561 1,606 6,413 1,614 1,600 1,350 1,401 5,965 5,448 3,299
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
60 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARPER
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 6,759 8,754 10,905 7,601 8,510 10,011 4,644 5,909 8,043 6,547 6,286 5,945 89,914
VARIABLE COST
Material 3,109 3,897 4,807 3,252 3,711 4,326 2,046 2,677 3,530 2,902 2,976 3,242 40,475
Scrap 157 160 198 189 142 146 90 117 151 115 61 83 1,609
Labor 1,487 1,829 2,188 1,469 1,638 1,899 1,130 1,416 1,757 1,335 1,212 1,329 18,687
Burden 204 651 882 67 400 538 379 216 400 360 232 449 4,778
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 4,955 6,537 8,074 4,978 5,891 6,908 3,644 4,426 5,838 4,712 4,482 5,103 65,549
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 1,804 2,217 2,830 2,624 2,619 3,102 1,000 1,483 2,206 1,835 1,804 842 24,365
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
26.7% 25.3% 26.0% 34.5% 30.8% 31.0% 21.5% 25.1% 27.4% 28.0% 28.7% 14.2% 27.1%
PLANT FIXED COST
Third Party Rents & Leases 168 168 168 168 168 168 168 168 27 100 100 100 1,667
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 143 143 151 152 153 152 150 148 140 115 114 99 1,660
Mi SBT - - - - - - - - - - - - -
Taxes 17 17 17 17 17 17 17 17 17 17 17 17 204
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 328 328 336 336 337 336 334 333 184 232 231 216 3,531
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 1,476 1,889 2,494 2,287 2,282 2,766 665 1,150 2,022 1,603 1,573 626 20,834
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 1,476 1,889 2,494 2,287 2,282 2,766 665 1,150 2,022 1,603 1,573 626 20,834
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
NET INCOME 1,476 1,889 2,494 2,287 2,282 2,766 665 1,150 2,022 1,603 1,573 626 20,834
===== ===== ====== ===== ===== ====== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 143 143 151 152 153 152 150 148 140 115 114 99 1,660
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
EBITDA 1,619 2,032 2,646 2,439 2,435 2,918 815 1,298 2,162 1,718 1,687 725 22,494
===== ===== ====== ===== ===== ====== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ------ ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 1,619 2,032 2,646 2,439 2,435 2,918 815 1,298 2,162 1,718 1,687 725 22,494
===== ===== ====== ===== ===== ====== ===== ===== ===== ===== ===== ===== ======
61 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARPER Note: Contains approx. $6M in passthrough business for 2004
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 5,198 6,241 7,894 5,700 6,123 6,898 2,973 5,619 7,426 6,553 5,437 5,770 71,834
VARIABLE COST
Material 2,363 2,839 3,681 2,658 2,857 3,222 1,399 2,591 3,309 2,860 2,371 2,511 32,660
Scrap 79 91 121 80 86 97 42 79 104 92 76 81 1,026
Labor 1,220 1,305 1,541 479 518 581 253 501 746 691 577 614 9,027
Burden 328 320 473 901 971 1,092 481 911 1,251 1,109 928 981 9,745
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 3,989 4,556 5,816 4,118 4,432 4,991 2,174 4,082 5,410 4,752 3,952 4,187 52,459
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 1,209 1,686 2,078 1,582 1,691 1,907 799 1,537 2,016 1,801 1,485 1,583 19,375
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
23.3% 27.0% 26.3% 27.8% 27.6% 27.6% 26.9% 27.4% 27.1% 27.5% 27.3% 27.4% 27.0%
PLANT FIXED COST
Third Party Rents & Leases 100 100 100 100 100 100 100 100 100 100 100 100 1,200
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 87 100 96 94 94 94 94 94 94 94 94 94 1,130
Mi SBT - - - - - - - - - - - - -
Taxes 17 17 17 18 18 18 18 18 18 18 18 18 209
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 204 217 213 212 212 212 212 212 212 212 212 212 2,539
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 1,005 1,469 1,865 1,371 1,480 1,696 588 1,325 1,804 1,590 1,273 1,371 16,837
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 1,005 1,469 1,865 1,371 1,480 1,696 588 1,325 1,804 1,590 1,273 1,371 16,837
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
NET INCOME 1,005 1,469 1,865 1,371 1,480 1,696 588 1,325 1,804 1,590 1,273 1,371 16,837
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 87 100 96 94 94 94 94 94 94 94 94 94 1,130
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
EBITDA 1,092 1,569 1,961 1,465 1,574 1,790 682 1,419 1,899 1,684 1,367 1,465 17,967
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ------ ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 1,092 1,569 1,961 1,465 1,574 1,790 682 1,419 1,899 1,684 1,367 1,465 17,967
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
62 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARPER
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------
REVENUE 18,808 19,177 15,313 14,980 68,278 17,507 14,874 13,016 12,601 57,999 51,099 34,293
VARIABLE COST
Material 8,029 8,184 6,543 6,338 29,096 7,473 6,290 5,510 5,318 24,590 21,894 14,261
Scrap 263 268 214 210 956 245 208 182 176 812 715 480
Labor 2,960 2,995 2,533 2,494 10,981 2,568 2,355 2,154 2,126 9,203 7,263 5,666
Burden 2,266 2,323 1,650 1,592 7,831 2,273 1,902 1,557 1,467 7,200 7,610 5,600
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 13,519 13,771 10,941 10,633 48,864 12,559 10,754 9,403 9,088 41,805 37,482 26,006
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 5,289 5,406 4,373 4,346 19,414 4,948 4,120 3,612 3,514 16,194 13,617 8,286
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
28.1% 28.2% 28.6% 29.0% 28.4% 28.3% 27.7% 27.8% 27.9% 27.9% 26.6% 24.2%
PLANT FIXED COST
Third Party Rents & Leases 300 300 300 300 1,200 300 300 300 300 1,200 1,200 1,200
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 282 282 282 282 1,130 282 282 282 282 1,130 1,130 1,130
Mi SBT - - - - - - - - - - - -
Taxes 54 54 54 54 216 56 56 56 56 223 230 230
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 637 637 637 637 2,546 638 638 638 638 2,553 2,560 2,560
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 4,652 4,769 3,736 3,710 16,867 4,309 3,482 2,974 2,875 13,641 11,057 5,727
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 4,652 4,769 3,736 3,710 16,867 4,309 3,482 2,974 2,875 13,641 11,057 5,727
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 4,652 4,769 3,736 3,710 16,867 4,309 3,482 2,974 2,875 13,641 11,057 5,727
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 282 282 282 282 1,130 282 282 282 282 1,130 1,130 1,130
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 4,935 5,052 4,019 3,992 17,997 4,592 3,764 3,257 3,158 14,771 12,187 6,857
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 4,935 5,052 4,019 3,992 17,997 4,592 3,764 3,257 3,158 14,771 12,187 6,857
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
63 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONNEAUT
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,815 2,177 2,730 1,822 1,699 2,480 971 1,997 2,505 2,024 1,861 2,267 24,349
VARIABLE COST
Material 595 817 897 589 644 874 355 665 853 641 625 456 8,012
Scrap 74 83 84 59 46 67 29 52 78 55 66 60 753
Labor 552 555 648 500 437 602 468 516 605 507 487 643 6,519
Burden 223 292 389 222 200 270 187 246 445 332 296 302 3,404
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Variable Cost 1,445 1,747 2,017 1,370 1,327 1,812 1,039 1,479 1,981 1,535 1,475 1,461 18,688
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
CONTRIBUTION MARGIN 370 430 712 452 372 668 (67) 517 524 489 386 806 5,661
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
20.4% 19.8% 26.1% 24.8% 21.9% 26.9% -6.9% 25.9% 20.9% 24.2% 20.7% 35.5% 23.2%
PLANT FIXED COST
Third Party Rents & Leases 3 3 3 4 3 5 4 3 5 4 4 4 43
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 163 162 162 160 160 158 158 155 155 155 155 155 1,895
Mi SBT - - - - - - - - - - - - -
Taxes 13 13 13 13 13 13 13 13 13 13 13 13 153
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total Fixed Cost 178 177 177 177 176 175 174 170 172 171 171 171 2,091
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
GROSS MARGIN 192 253 535 276 197 493 (242) 347 352 318 215 634 3,570
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 192 253 535 276 197 493 (242) 347 352 318 215 634 3,570
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 192 253 535 276 197 493 (242) 347 352 318 215 634 3,570
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 163 162 162 160 160 158 158 155 155 155 155 155 1,895
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 355 415 697 436 357 651 (84) 502 506 473 370 789 5,465
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 355 415 697 436 357 651 (84) 502 506 473 370 789 5,465
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ======
64 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONNEAUT
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,762 1,820 2,983 1,525 1,423 1,522 556 1,100 1,323 1,067 896 1,002 16,978
VARIABLE COST
Material 602 572 1,008 499 481 526 213 418 504 409 345 388 5,965
Scrap 44 45 53 32 31 35 12 25 30 24 20 22 375
Labor 502 487 656 305 317 312 213 240 272 231 178 197 3,910
Burden 265 350 305 328 273 301 308 280 335 274 274 313 3,604
Adjustment for Restructuring - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
Total Variable Cost 1,413 1,453 2,022 1,164 1,102 1,173 746 963 1,141 939 818 922 13,855
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
CONTRIBUTION MARGIN 349 367 961 361 321 349 (190) 137 182 128 78 81 3,124
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
19.8% 20.2% 32.2% 23.7% 22.5% 22.9% -34.2% 12.4% 13.8% 12.0% 8.7% 8.0% 18.4%
PLANT FIXED COST
Third Party Rents & Leases 3 5 - 5 5 5 5 5 5 5 5 5 51
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 153 153 153 153 153 153 153 153 153 153 153 153 1,835
Mi SBT - - - - - - - - - - - - -
Taxes 71 (45) 13 13 13 13 13 13 13 13 13 13 157
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
Total Fixed Cost 227 113 166 171 171 171 171 171 171 171 171 171 2,043
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
GROSS MARGIN 123 254 795 190 150 178 (361) (34) 12 (43) (93) (90) 1,081
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
INCOME BEFORE TAX 123 254 795 190 150 178 (361) (34) 12 (43) (93) (90) 1,081
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ---- ----- ------
Provision for Income Taxes -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
NET INCOME 123 254 795 190 150 178 (361) (34) 12 (43) (93) (90) 1,081
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ==== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 153 153 153 153 153 153 153 153 153 153 153 153 1,835
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
EBITDA 276 407 948 343 303 331 (208) 119 164 110 60 63 2,916
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ==== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ------
Adjusted EBITDA 276 407 948 343 303 331 (208) 119 164 110 60 63 2,916
===== ===== ===== ===== ===== ===== ===== ===== ===== ===== ==== ===== ======
65 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONNEAUT
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------- ------ ------
REVENUE 2,851 2,916 2,453 2,651 10,872 2,872 2,644 837 894 7,246 3,010 1,716
VARIABLE COST
Material 1,074 1,098 924 1,003 4,100 1,096 1,007 296 321 2,719 1,114 733
Scrap 67 68 57 61 253 63 59 29 30 180 92 28
Labor 677 683 639 660 2,660 502 482 319 328 1,630 819 708
Burden 710 717 652 684 2,763 669 642 416 432 2,159 1,452 1,279
Adjustment for Restructuring - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Variable Cost 2,528 2,567 2,272 2,409 9,776 2,330 2,189 1,060 1,110 6,689 3,477 2,748
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
CONTRIBUTION MARGIN 324 349 181 242 1,096 542 455 (223) (216) 557 (467) (1,033)
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
11.3% 12.0% 7.4% 9.1% 10.1% 18.9% 17.2% -26.7% -24.2% 7.7% -15.5% -60.2%
PLANT FIXED COST
Third Party Rents & Leases 14 14 14 14 58 14 14 14 14 58 58 58
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 459 459 459 459 1,835 459 459 459 459 1,835 1,835 1,835
Mi SBT - - - - - - - - - - - -
Taxes 41 41 41 41 163 42 42 42 42 168 173 173
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Fixed Cost 514 514 514 514 2,055 515 515 515 515 2,060 2,065 2,065
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
GROSS MARGIN (190) (165) (333) (272) (960) 27 (60) (738) (731) (1,503) (2,532) (3,098)
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
INCOME BEFORE TAX (190) (165) (333) (272) (960) 27 (60) (738) (731) (1,503) (2,532) (3,098)
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Provision for Income Taxes - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
NET INCOME (190) (165) (333) (272) (960) 27 (60) (738) (731) (1,503) (2,532) (3,098)
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 459 459 459 459 1,835 459 459 459 459 1,835 1,835 1,835
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
EBITDA 269 294 126 187 875 486 398 (280) (272) 332 (697) (1,263)
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
----- ----- ----- ----- ------ ----- ----- ----- ----- ------ ------ ------
Adjusted EBITDA 269 294 126 187 875 486 398 (280) (272) 332 (697) (1,263)
===== ===== ===== ===== ====== ===== ===== ===== ===== ====== ====== ======
66 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARTFORD CITY
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,344 1,537 1,875 1,324 1,232 1,415 494 929 1,180 918 1,033 1,305 14,587
VARIABLE COST
Material 663 764 865 626 589 696 243 394 538 413 479 592 6,859
Scrap 29 32 22 13 9 13 6 9 14 13 14 15 188
Labor 299 270 289 210 202 201 114 156 182 212 212 225 2,572
Burden 140 207 308 192 126 191 125 149 153 103 68 144 1,906
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 1,130 1,273 1,483 1,041 926 1,101 488 708 886 741 772 977 11,524
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 214 265 391 284 306 314 7 221 294 177 261 329 3,062
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
15.9% 17.2% 20.9% 21.4% 24.9% 22.2% 1.4% 23.8% 24.9% 19.3% 25.3% 25.2% 21.0%
PLANT FIXED COST
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 49 49 49 49 48 47 47 47 47 47 47 47 574
Mi SBT - - - - - - - - - - - - -
Taxes 10 10 12 10 10 12 10 10 12 (8) - - 85
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 58 58 60 58 58 59 57 57 59 39 47 47 659
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 155 206 331 226 248 255 (50) 164 234 138 214 282 2,403
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 155 206 331 226 248 255 (50) 164 234 138 214 282 2,403
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 155 206 331 226 248 255 (50) 164 234 138 214 282 2,403
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 49 49 49 49 48 47 47 47 47 47 47 47 574
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 204 255 379 274 297 302 (3) 212 282 185 261 329 2,977
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 204 255 379 274 297 302 (3) 212 282 185 261 329 2,977
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
67 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARTFORD CITY
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,131 1,159 1,481 820 879 1,052 415 788 1,007 780 737 824
VARIABLE COST
Material 387 559 654 371 392 464 181 350 439 340 324 359
Scrap 15 13 16 6 6 11 3 5 11 5 4 10
Labor 212 215 247 89 100 114 57 90 109 89 88 97
Burden 80 173 130 175 192 230 164 179 213 177 182 213
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 694 961 1,046 640 689 820 404 624 772 611 598 678
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 438 198 434 179 189 232 12 164 236 169 139 146
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
38.7% 17.1% 29.3% 21.9% 21.5% 22.1% 2.9% 20.8% 23.4% 21.7% 18.9% 17.7%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 47 47 47 47 47 47 47 47 47 47 47 47
Mi SBT - - - - - - - - - - - -
Taxes 7 7 8 7 7 7 7 7 7 7 7 7
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 54 54 55 54 54 54 54 54 54 54 54 54
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 384 145 379 125 135 178 (42) 110 181 115 85 92
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 384 145 379 125 135 178 (42) 110 181 115 85 92
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 384 145 379 125 135 178 (42) 110 181 115 85 92
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income)
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 47 47 47 47 47 47 47 47 47 47 47 47
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 431 192 426 172 182 225 5 157 228 162 132 139
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 431 192 426 172 182 225 5 157 228 162 132 139
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
68 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARTFORD CITY
(IN $000'S)
2004
------
REVENUE 11,073
VARIABLE COST
Material 4,818
Scrap 104
Labor 1,507
Burden 2,108
Adjustment for Restructuring -
------
Total Variable Cost 8,536
------
CONTRIBUTION MARGIN 2,537
------
22.9%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 563
Mi SBT -
Taxes 87
Fees From Deluxe -
Restructuring Adj. - Fixed -
------
Total Fixed Cost 651
------
GROSS MARGIN 1,886
------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------
Total SG&A Fixed -
------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------
Total SG&A Variable -
------
INCOME BEFORE TAX 1,886
------
Provision for Income Taxes -
------
NET INCOME 1,886
======
EBITDA CALCULATION
Add:
Interest -
OEM Discount -
Income Tax -
Other Expense/(Income) -
MI SBT -
Restructuring Fees -
Depreceation & Amortization 563
------
EBITDA 2,449
======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------
Adjusted EBITDA 2,449
======
69 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HARTFORD CITY
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 2,737 2,770 1,737 1,863 9,106 1,917 1,958 1,704 1,827 7,406 7,205 6,611
VARIABLE COST
Material 1,182 1,203 859 916 4,160 928 949 834 889 3,601 3,498 3,185
Scrap 31 31 21 22 104 22 23 20 21 87 84 75
Labor 435 436 262 273 1,406 242 245 222 234 943 932 876
Burden 599 601 146 171 1,517 378 386 337 362 1,464 1,451 1,415
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 2,246 2,271 1,288 1,382 7,187 1,570 1,604 1,414 1,507 6,095 5,965 5,551
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 490 499 449 481 1,919 346 354 290 321 1,311 1,240 1,060
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
17.9% 18.0% 25.8% 25.8% 21.1% 18.1% 18.1% 17.0% 17.5% 17.7% 17.2% 16.0%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 141 141 141 141 563 141 141 141 141 563 563 563
Mi SBT - - - - - - - - - - - -
Taxes 23 23 23 23 90 23 23 23 23 93 96 96
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 163 163 163 163 653 164 164 164 164 656 659 659
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 327 336 285 317 1,265 182 190 126 157 655 581 401
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 327 336 285 317 1,265 182 190 126 157 655 581 401
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 327 336 285 317 1,265 182 190 126 157 655 581 401
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 141 141 141 141 563 141 141 141 141 563 563 563
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 468 477 426 458 1,829 323 331 266 297 1,218 1,144 965
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 468 477 426 458 1,829 323 331 266 297 1,218 1,144 965
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
70 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HOPKINSVILLE
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,164 1,802 2,371 1,994 1,954 2,353 566 1,444 1,561 1,749 1,821 1,899 20,678
VARIABLE COST
Material 247 501 846 546 547 645 159 502 344 473 476 549 5,836
Scrap 25 72 115 130 133 142 53 89 74 78 78 99 1,090
Labor 380 549 690 553 541 575 342 443 467 446 441 482 5,910
Burden 309 297 487 393 301 369 291 232 235 254 272 328 3,768
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 961 1,419 2,138 1,622 1,522 1,731 846 1,266 1,121 1,253 1,267 1,458 16,603
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 203 383 234 372 432 622 (280) 178 440 496 554 441 4,075
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
17.4% 21.3% 9.9% 18.6% 22.1% 26.4% -49.4% 12.4% 28.2% 28.4% 30.4% 23.2% 19.7%
PLANT FIXED COST
Third Party Rents &
Leases 25 25 25 33 25 25 25 27 19 22 22 22 298
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 69 69 69 67 70 67 62 59 57 59 59 58 766
Mi SBT - - - - - - - - - - - - -
Taxes 4 2 2 2 4 27 28 27 30 5 5 134 270
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 98 96 96 102 100 120 116 114 106 86 86 214 1,333
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 105 287 138 269 332 502 (396) 64 334 410 468 227 2,741
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 105 287 138 269 332 502 (396) 64 334 410 468 227 2,741
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 105 287 138 269 332 502 (396) 64 334 410 468 227 2,741
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 69 69 69 67 70 67 62 59 57 59 59 58 766
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 174 356 207 336 402 569 (333) 124 391 470 527 285 3,507
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 174 356 207 336 402 569 (333) 124 391 470 527 285 3,507
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
71 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HOPKINSVILLE
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 228 1,291 2,327 1,926 2,016 2,340 937 1,948 1,271 405 364 385 15,439
VARIABLE COST
Material 77 333 653 517 541 628 251 523 341 109 98 103 4,173
Scrap 1 126 217 82 86 100 40 84 59 23 21 22 863
Labor 303 408 494 390 407 436 324 397 325 231 200 168 4,085
Burden 207 232 219 436 453 533 308 458 326 234 156 177 3,738
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 588 1,100 1,583 1,425 1,486 1,697 924 1,461 1,051 597 474 471 12,859
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN (360) 191 745 501 529 643 13 488 220 (193) (110) (86) 2,580
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
-157.9% 14.8% 32.0% 26.0% 26.3% 27.5% 1.4% 25.0% 17.3% -47.6% -30.2% -22.4% 16.7%
PLANT FIXED COST
Third Party Rents &
Leases 22 22 22 22 22 22 22 22 22 22 22 22 269
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 58 58 58 58 58 58 58 58 58 58 58 58 698
Mi SBT - - - - - - - - - - - - -
Taxes 9 4 9 23 23 23 23 23 23 23 23 23 229
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 89 84 89 104 104 104 104 104 104 104 104 104 1,196
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (449) 107 656 397 426 539 (91) 384 116 (296) (214) (190) 1,384
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (449) 107 656 397 426 539 (91) 384 116 (296) (214) (190) 1,384
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME (449) 107 656 397 426 539 (91) 384 116 (296) (214) (190) 1,384
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 58 58 58 58 58 58 58 58 58 58 58 58 698
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA (391) 165 714 455 484 597 (33) 442 174 (238) (156) (132) 2,082
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA (391) 165 714 455 484 597 (33) 442 174 (238) (156) (132) 2,082
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
72 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
HOPKINSVILLE
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,336 1,275 1,093 1,153 4,857 1,336 1,275 1,093 1,153 4,857 4,857 4,857
VARIABLE COST
Material 358 342 293 310 1,303 358 342 293 310 1,303 1,303 1,303
Scrap 78 74 64 67 283 78 74 64 67 283 283 283
Labor 293 283 253 263 1,092 293 283 253 263 1,092 1,092 1,092
Burden 469 459 429 439 1,795 469 459 429 439 1,795 1,795 1,795
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 1,198 1,158 1,038 1,078 4,473 1,198 1,158 1,038 1,078 4,473 4,473 4,473
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 137 117 55 75 384 137 117 55 75 384 384 384
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
10.3% 9.1% 5.0% 6.5% 7.9% 10.3% 9.1% 5.0% 6.5% 7.9% 7.9% 7.9%
PLANT FIXED COST
Third Party Rents & Leases 67 67 67 67 269 67 67 67 67 269 269 269
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 174 174 174 174 698 174 174 174 174 698 698 698
Mi SBT - - - - - - - - - - - -
Taxes 72 72 72 72 286 74 74 74 74 295 304 304
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 313 313 313 313 1,254 316 316 316 316 1,262 1,271 1,271
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (176) (197) (259) (238) (870) (178) (199) (261) (240) (878) (887) (887)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - Fixed
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (176) (197) (259) (238) (870) (178) (199) (261) (240) (878) (887) (887)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME (176) (197) (259) (238) (870) (178) (199) (261) (240) (878) (887) (887)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 174 174 174 174 698 174 174 174 174 698 698 698
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA (2) (22) (84) (64) (172) (4) (25) (86) (66) (181) (189) (189)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA (2) (22) (84) (64) (172) (4) (25) (86) (66) (181) (189) (189)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
73 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
LANCASTER
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,785 2,136 2,477 1,919 1,911 2,488 1,138 1,376 1,963 1,532 1,685 2,831 23,243
VARIABLE COST
Material 843 858 1,655 833 873 970 573 716 1,019 646 746 982 10,713
Scrap 39 47 239 93 93 289 92 98 239 198 169 119 1,714
Labor 527 733 893 761 766 960 521 565 756 610 636 811 8,540
Burden 292 428 655 541 491 543 326 344 335 405 442 311 5,112
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 1,701 2,065 3,443 2,228 2,222 2,763 1,512 1,723 2,348 1,858 1,993 2,223 26,079
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 85 71 (966) (308) (312) (274) (374) (347) (385) (326) (308) 609 (2,836)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
4.7% 3.3% -39.0% -16.1% -16.3% -11.0% -32.8% -25.2% -19.6% -21.3% -18.3% 21.5% -12.2%
PLANT FIXED COST
Third Party Rents &
Leases 3 3 3 3 - 3 - 3 1 1 1 1 20
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 92 92 92 92 92 92 92 92 92 95 95 94 1,110
Mi SBT - - - - - - - - - - - - -
Taxes 11 11 31 11 11 11 11 11 31 13 11 (31) 128
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 105 105 125 105 102 105 102 105 123 108 106 64 1,258
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (21) (35) (1,092) (413) (414) (380) (476) (452) (508) (434) (415) 545 (4,094)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (21) (35) (1,092) (413) (414) (380) (476) (452) (508) (434) (415) 545 (4,094)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
NET INCOME (21) (35) (1,092) (413) (414) (380) (476) (452) (508) (434) (415) 545 (4,094)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 92 92 92 92 92 92 92 92 92 95 95 94 1,110
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 71 57 (1,000) (322) (322) (288) (385) (360) (417) (339) (320) 639 (2,984)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 71 57 (1,000) (322) (322) (288) (385) (360) (417) (339) (320) 639 (2,984)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
74 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
LANCASTER
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,510 1,085 1,507 793 622 578 186 168 205 140 133 210 7,137
VARIABLE COST
Material 762 587 857 372 274 244 76 71 88 74 71 82 3,558
Scrap 33 76 49 9 7 7 1 0 0 (1) (1) 1 182
Labor 574 515 606 206 165 189 31 12 10 5 1 13 2,326
Burden 269 122 140 498 311 320 206 164 173 165 167 200 2,734
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 1,637 1,299 1,652 1,085 756 759 314 247 273 244 239 296 8,801
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN (127) (214) (145) (292) (134) (181) (129) (79) (67) (104) (106) (86) (1,664)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
-8.4% -19.7% -9.6% -36.8% -21.6% -31.4% -69.3% -47.0% -32.9% -74.2% -79.9% -40.7% -23.3%
PLANT FIXED COST
Third Party Rents &
Leases - - - 1 1 1 1 1 1 1 1 1 8
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 94 94 97 95 95 95 95 95 95 95 95 95 1,143
Mi SBT - - - - - - - - - - - - -
Taxes 11 14 (32) 11 11 11 11 11 11 11 11 11 91
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 105 108 65 107 107 107 107 107 107 107 107 107 1,242
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (232) (322) (210) (399) (242) (288) (236) (186) (175) (211) (213) (193) (2,906)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (232) (322) (210) (399) (242) (288) (236) (186) (175) (211) (213) (193) (2,906)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME (232) (322) (210) (399) (242) (288) (236) (186) (175) (211) (213) (193) (2,906)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 94 94 97 95 95 95 95 95 95 95 95 95 1,143
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA (138) (227) (113) (304) (146) (193) (141) (91) (79) (116) (118) (98) (1,763)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA (138) (227) (113) (304) (146) (193) (141) (91) (79) (116) (118) (98) (1,763)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
75 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
LANCASTER
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 605 597 579 581 2,362 589 578 572 577 2,316 2,019 2,019
VARIABLE COST
Material 236 233 226 227 923 230 226 223 225 904 785 785
Scrap 3 3 3 3 11 3 3 3 3 10 9 9
Labor 116 114 112 112 454 114 112 111 111 447 413 412
Burden 607 605 600 600 2,412 625 621 619 620 2,485 2,358 2,354
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 962 954 941 942 3,799 971 961 956 959 3,846 3,564 3,559
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN (357) (358) (362) (361) (1,437) (381) (383) (384) (383) (1,530) (1,545) (1,540)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
-59.0% -60.0% -62.4% -62.1% -60.9% -64.7% -66.3% -67.1% -66.3% -66.1% -76.5% -76.3%
PLANT FIXED COST
Third Party Rents & Leases 3 3 3 3 11 3 3 3 3 11 11 11
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 286 286 286 286 1,143 286 286 286 286 1,143 1,143 1,143
Mi SBT - - - - - - - - - - - -
Taxes 34 34 34 34 136 35 35 35 35 140 144 144
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 322 322 322 322 1,289 323 323 323 323 1,293 1,297 1,297
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (679) (680) (684) (683) (2,726) (704) (706) (707) (706) (2,823) (2,842) (2,837)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (679) (680) (684) (683) (2,726) (704) (706) (707) (706) (2,823) (2,842) (2,837)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME (679) (680) (684) (683) (2,726) (704) (706) (707) (706) (2,823) (2,842) (2,837)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 286 286 286 286 1,143 286 286 286 286 1,143 1,143 1,143
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA (393) (394) (398) (398) (1,584) (419) (420) (421) (420) (1,681) (1,700) (1,695)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA (393) (394) (398) (398) (1,584) (419) (420) (421) (420) (1,681) (1,700) (1,695)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
76 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
SMC
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Revenue 1,247 1,247 1,662 1,138 1,197 1,367 489 911 1,208 1,006 980 1,047 13,501
VARIABLE COST
Material 1,032 1,036 1,365 970 1,018 1,169 424 810 1,057 833 791 847 11,350
Scrap 22 26 39 33 32 46 69 45 61 45 31 47 497
Labor 63 68 80 67 58 69 50 59 66 54 54 45 734
Burden 58 61 84 38 60 60 32 54 57 53 60 53 670
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 1,174 1,192 1,567 1,108 1,168 1,343 576 969 1,240 985 936 992 13,251
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 74 55 95 31 29 24 (87) (58) (33) 20 44 55 250
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
5.9% 4.4% 5.7% 2.7% 2.4% 1.8% -17.8% -6.3% -2.7% 2.0% 4.5% 5.2% 1.8%
PLANT FIXED COST
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 22 22 22 22 22 22 22 22 22 22 22 22 266
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 22 22 22 22 22 22 22 22 22 22 22 22 266
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 52 33 73 9 7 2 (109) (80) (55) (2) 21 32 (17)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 52 33 73 9 7 2 (109) (80) (55) (2) 21 32 (17)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 52 33 73 9 7 2 (109) (80) (55) (2) 21 32 (17)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 22 22 22 22 22 22 22 22 22 22 22 22 266
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 74 55 95 31 29 24 (87) (58) (33) 20 44 55 250
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 74 55 95 31 29 24 (87) (58) (33) 20 44 55 250
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
77 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
SMC
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 988 970 1,333 778 907 1,083 330 634 928 661 576 769 9,958
VARIABLE COST
Material 824 768 1,009 681 795 942 284 547 795 570 495 654 8,365
Scrap 51 53 43 23 27 32 10 19 28 20 17 23 346
Labor 48 48 58 32 37 45 39 31 39 32 30 43 483
Burden 48 65 69 59 61 67 43 47 60 47 50 57 673
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 972 934 1,179 795 920 1,086 376 644 923 669 592 778 9,867
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 17 36 155 (17) (13) (3) (46) (9) 6 (8) (16) (9) 91
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
1.7% 3.7% 11.6% -2.2% -1.5% -0.3% -14.0% -1.5% 0.6% -1.2% -2.7% -1.1% 0.9%
PLANT FIXED COST
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 8 8 8 8 8 8 8 8 8 8 8 8 101
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 8 8 8 8 8 8 8 8 8 8 8 8 101
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 8 27 146 (26) (22) (12) (54) (18) (3) (16) (24) (17) (9)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 8 27 146 (26) (22) (12) (54) (18) (3) (16) (24) (17) (9)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 8 27 146 (26) (22) (12) (54) (18) (3) (16) (24) (17) (9)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 8 8 8 8 8 8 8 8 8 8 8 8 101
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 17 36 155 (17) (13) (3) (46) (9) 6 (8) (16) (9) 91
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 17 36 155 (17) (13) (3) (46) (9) 6 (8) (16) (9) 91
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
78 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
SMC
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 3,059 2,930 1,971 2,122 10,082 3,059 2,930 1,971 2,122 10,082 10,082 10,082
VARIABLE COST
Material 2,555 2,446 1,628 1,747 8,376 2,555 2,446 1,628 1,747 8,376 8,376 8,376
Scrap 92 88 59 64 302 92 88 59 64 302 302 302
Labor 132 129 102 105 469 132 129 102 105 469 469 469
Burden 240 230 146 157 772 240 230 146 157 772 772 772
Adjustment for Restructuring - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 3,019 2,893 1,934 2,073 9,919 3,019 2,893 1,934 2,073 9,919 9,919 9,919
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 40 37 36 49 163 40 37 36 49 163 163 163
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
1.3% 1.3% 1.8% 2.3% 1.6% 1.3% 1.3% 1.8% 2.3% 1.6% 1.6% 1.6%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 25 25 25 25 101 25 25 25 25 101 101 101
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 25 25 25 25 101 25 25 25 25 101 101 101
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 15 12 11 24 62 15 12 11 24 62 62 62
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 15 12 11 24 62 15 12 11 24 62 62 62
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 15 12 11 24 62 15 12 11 24 62 62 62
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 25 25 25 25 101 25 25 25 25 101 101 101
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 40 37 36 49 163 40 37 36 49 163 163 163
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 40 37 36 49 163 40 37 36 49 163 163 163
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
79 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MASONIC - WK
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 123 232 272 373 570 498 283 627 412 170 185 384 4,129
VARIABLE COST
Material 131 213 135 428 428 335 344 347 428 144 158 (25) 3,066
Scrap - - - - - - - - - 1 - 29 30
Labor 88 123 150 278 159 178 142 112 163 222 127 313 2,055
Burden (0) (0) 0 315 33 91 54 109 68 29 117 61 878
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 218 336 285 1,022 620 603 540 569 659 395 402 378 6,028
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN (96) (104) (13) (648) (50) (105) (257) 58 (247) (226) (217) 6 (1,900)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
-78% -45% -5% -174% -9% -21% -91% 9% -60% -133% -118% 1% -46%
PLANT FIXED COST
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 62 62 67 67 67 67 67 67 67 67 67 67 793
Mi SBT - - - - - - - - - - - - -
Taxes 17 17 38 17 17 17 17 17 17 17 (4) 17 204
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 79 79 105 84 84 84 84 84 84 84 63 84 997
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (174) (183) (118) (732) (134) (189) (341) (26) (331) (309) (281) (78) (2,896)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (174) (183) (118) (732) (134) (189) (341) (26) (331) (309) (281) (78) (2,896)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME (174) (183) (118) (732) (134) (189) (341) (26) (331) (309) (281) (78) (2,896)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 62 62 67 67 67 67 67 67 67 67 67 67 793
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA (113) (121) (51) (665) (67) (122) (274) 41 (264) (243) (214) (11) (2,103)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA (113) (121) (51) (665) (67) (122) (274) 41 (264) (243) (214) (11) (2,103)
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
80 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MASONIC - WK
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 566 496 828 519 773 844 495 5,817 11,323 12,813 10,764 11,676 56,914
VARIABLE COST
Material 261 33 148 112 243 260 148 2,997 6,307 7,233 6,003 6,543 30,287
Scrap 10 42 35 6 7 8 4 177 345 395 328 357 1,714
Labor 304 350 441 144 190 389 420 619 1,026 913 913 1,141 6,851
Burden 17 174 220 455 522 711 749 881 1,159 1,169 1,085 1,245 8,388
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 591 599 843 718 962 1,368 1,322 4,675 8,837 9,710 8,329 9,286 47,240
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN (25) (102) (15) (199) (189) (524) (827) 1,142 2,486 3,103 2,435 2,390 9,674
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
-5% -21% -2% -38% -24% -62% -167% 20% 22% 24% 23% 20% 17%
PLANT FIXED COST
Third Party Rents &
Leases 15 - - - - - - - - - - - 15
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 67 67 67 256 265 274 274 274 274 274 274 274 2,637
Mi SBT - - - - - - - - - - - - -
Taxes 17 24 - 17 17 17 17 17 17 17 17 17 199
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 99 91 67 273 282 291 291 291 291 291 291 291 2,851
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN (124) (193) (82) (472) (471) (815) (1,118) 851 2,195 2,812 2,144 2,099 6,823
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX (124) (193) (82) (472) (471) (815) (1,118) 851 2,195 2,812 2,144 2,099 6,823
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME (124) (193) (82) (472) (471) (815) (1,118) 851 2,195 2,812 2,144 2,099 6,823
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 67 67 67 256 265 274 274 274 274 274 274 274 2,637
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA (57) (127) (15) (217) (207) (542) (844) 1,125 2,469 3,086 2,418 2,373 9,461
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA (57) (127) (15) (217) (207) (542) (844) 1,125 2,469 3,086 2,418 2,373 9,461
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
81 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MASONIC - WK
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
REVENUE 36,083 36,447 28,746 31,126 132,402 36,769 36,243 30,074 31,136 134,223 126,869
VARIABLE COST
Material 19,945 20,212 15,861 17,262 73,280 20,522 20,220 16,744 17,331 74,818 70,735
Scrap 1,089 1,103 882 971 4,045 1,157 1,140 943 976 4,217 3,983
Labor 3,336 3,380 2,872 3,241 12,830 3,916 3,861 3,221 3,325 14,322 13,485
Burden 3,797 3,842 2,802 2,887 13,328 3,518 3,470 2,917 3,016 12,921 12,338
Adjustment for Restructuring - - - - - - - - - - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
Total Variable Cost 28,168 28,536 22,417 24,361 103,482 29,113 28,691 23,826 24,649 106,278 100,542
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
CONTRIBUTION MARGIN 7,915 7,911 6,329 6,765 28,920 7,657 7,552 6,249 6,488 27,945 26,328
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
22% 22% 22% 22% 22% 21% 21% 21% 21% 21% 21%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - -
Launch Risk - - - - - - - - - - -
Depreciation 659 659 659 659 2,637 659 659 659 659 2,637 2,637
Mi SBT - - - - - - - - - - -
Taxes 54 54 54 54 216 56 56 56 56 223 229
Fees From Deluxe - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
Total Fixed Cost 713 713 713 713 2,853 715 715 715 715 2,860 2,867
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
GROSS MARGIN 7,202 7,198 5,616 6,052 26,067 6,942 6,837 5,534 5,773 25,085 23,461
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - -
Mi SBT - - - - - - - - - - -
Taxes - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - -
Gainshare - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - -
Insurance - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - -
Depreciation - - - - - - - - - - -
Other - - - - - - - - - - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
Total SG&A Fixed - - - - - - - - - - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
Total SG&A Variable - - - - - - - - - - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
INCOME BEFORE TAX 7,202 7,198 5,616 6,052 26,067 6,942 6,837 5,534 5,773 25,085 23,461
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
Provision for Income Taxes - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
NET INCOME 7,202 7,198 5,616 6,052 26,067 6,942 6,837 5,534 5,773 25,085 23,461
====== ====== ====== ====== ======= ====== ====== ====== ====== ======= =======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - -
OEM Discount - - - - - - - - - - -
Income Tax - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - -
Depreceation & Amortization 659 659 659 659 2,637 659 659 659 659 2,637 2,637
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
EBITDA 7,861 7,857 6,275 6,711 28,704 7,601 7,496 6,193 6,432 27,723 26,098
====== ====== ====== ====== ======= ====== ====== ====== ====== ======= =======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- -------
Adjusted EBITDA 7,861 7,857 6,275 6,711 28,704 7,601 7,496 6,193 6,432 27,723 26,098
====== ====== ====== ====== ======= ====== ====== ====== ====== ======= =======
82 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
MASONIC - WK
(IN $000'S)
F'CAST
2008
-------
REVENUE 117,646
VARIABLE COST
Material 66,228
Scrap 3,727
Labor 12,623
Burden 11,516
Adjustment for Restructuring -
-------
Total Variable Cost 94,094
-------
CONTRIBUTION MARGIN 23,552
-------
20%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 2,637
Mi SBT -
Taxes 229
Fees From Deluxe -
Restructuring Adj. - Fixed -
-------
Total Fixed Cost 2,867
-------
GROSS MARGIN 20,685
-------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
-------
Total SG&A Fixed -
-------
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
-------
Total SG&A Variable -
-------
INCOME BEFORE TAX 20,685
-------
Provision for Income Taxes
-------
NET INCOME 20,685
=======
EBITDA CALCULATION
Add:
Interest -
OEM Discount -
Income Tax -
Other Expense/(Income)
MI SBT -
Restructuring Fees -
Depreceation & Amortization 2,637
-------
EBITDA 23,323
=======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
-------
Adjusted EBITDA 23,323
=======
83 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
PRODUCTION ELIMINATIONS
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------- ------- ------- ------- ------- ------- ------ -------
REVENUE (13,117) (14,341) (17,650) (13,146) (13,035) (15,064) (9,591) (11,891)
VARIABLE COST
Material (3,045) (3,867) (4,694) (3,016) (2,996) (3,649) (1,397) (2,391)
Scrap
Labor (9,498) (9,897) (12,302) (9,559) (9,470) (10,802) (7,676) (8,963)
Burden - - - - - - - 0
Adjustment for Restructuring
------- ------- ------- ------- ------- ------- ------ -------
Total Variable Cost (12,543) (13,765) (16,996) (12,575) (12,466) (14,452) (9,073) (11,354)
------- ------- ------- ------- ------- ------- ------ -------
CONTRIBUTION MARGIN (574) (577) (653) (571) (569) (612) (518) (537)
------- ------- ------- ------- ------- ------- ------ -------
4.4% 4.0% 3.7% 4.3% 4.4% 4.1% 5.4% 4.5%
PLANT FIXED COST
Third Party Rents & Leases
Related Party Rents & Leases
Launch Risk
Depreciation
Mi SBT
Taxes
Fees From Deluxe
Restructuring Adj. - Fixed
------- ------- ------- ------- ------- ------- ------ -------
Total Fixed Cost - - - - - - - -
------- ------- ------- ------- ------- ------- ------ -------
GROSS MARGIN (574) (577) (653) (571) (569) (612) (518) (537)
------- ------- ------- ------- ------- ------- ------ -------
SG&A - FIXED
Third Party Rents & Leases
Related Party Rents & Leases
Mi SBT
Taxes
Payroll Related Expenses
Gainshare
Other
Utilities and Telephone
Insurance
Normal Course Professional
Maintenance & Supplies
Travel & Entertainment
Depreciation
Other
------- ------- ------- ------- ------- ------- ------ -------
Total SG&A Fixed - - - - - - - -
------- ------- ------- ------- ------- ------- ------ -------
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage Fees
Litigation/Patent Legal Fees
Amortization of Financing Cost
Restructuring Fees
------- ------- ------- ------- ------- ------- ------ -------
Total SG&A Variable - - - - - - - -
------- ------- ------- ------- ------- ------- ------ -------
INCOME BEFORE TAX (574) (577) (653) (571) (569) (612) (518) (537)
------- ------- ------- ------- ------- ------- ------ -------
Provision for Income Taxes
------- ------- ------- ------- ------- ------- ------ -------
NET INCOME (574) (577) (653) (571) (569) (612) (518) (537)
======= ======= ======= ======= ======= ======= ====== =======
EBITDA CALCULATION
Add:
Interest - - - - - - - -
OEM Discount - - - - - - - -
Income Tax - - - - - - - -
Other Expense/(Income)
MI SBT - - - - - - - -
Restructuring Fees - - - - - - - -
Depreceation & Amortization - - - - - - - -
------- ------- ------- ------- ------- ------- ------ -------
EBITDA (574) (577) (653) (571) (569) (612) (518) (537)
======= ======= ======= ======= ======= ======= ====== =======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents & Leases
Paid Rents & Leases
Net Deferral Adjustment
------- ------- ------- ------- ------- ------- ------ -------
Adjusted EBITDA (574) (577) (653) (571) (569) (612) (518) (537)
======= ======= ======= ======= ======= ======= ====== =======
ACTUAL ACTUAL ACTUAL ACTUAL
SEP-03 OCT-03 NOV-03 DEC-03 2003
------- ------- ------- ------- --------
REVENUE (13,861) (11,332) (11,182) (13,608) (157,818)
VARIABLE COST
Material (2,922) (2,366) (2,264) (2,497) (35,104)
Scrap -
Labor (10,342) (8,425) (8,386) (10,507) (115,828)
Burden 0 - (0) - 0
Adjustment for Restructuring -
------- ------- ------- ------- --------
Total Variable Cost (13,264) (10,791) (10,649) (13,004) (150,932)
------- ------- ------- ------- --------
CONTRIBUTION MARGIN (598) (541) (533) (604) (6,887)
------- ------- ------- ------- --------
4.3% 4.8% 4.8% 4.4% 4.4%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. - Fixed -
------- ------- ------- ------- --------
Total Fixed Cost - - - - -
------- ------- ------- ------- --------
GROSS MARGIN (598) (541) (533) (604) (6,887)
------- ------- ------- ------- --------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------- ------- ------- ------- --------
Total SG&A Fixed - - - - -
------- ------- ------- ------- --------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------- ------- ------- ------- --------
Total SG&A Variable - - - - -
------- ------- ------- ------- --------
INCOME BEFORE TAX (598) (541) (533) (604) (6,887)
------- ------- ------- ------- --------
Provision for Income Taxes -
------- ------- ------- ------- --------
NET INCOME (598) (541) (533) (604) (6,887)
======= ======= ======= ======= ========
EBITDA CALCULATION
Add:
Interest - - - - -
OEM Discount - - - - -
Income Tax - - - - -
Other Expense/(Income) -
MI SBT - - - - -
Restructuring Fees - - - - -
Depreceation & Amortization - - - - -
------- ------- ------- ------- --------
EBITDA (598) (541) (533) (604) (6,887)
======= ======= ======= ======= ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------- ------- ------- ------- --------
Adjusted EBITDA (598) (541) (533) (604) (6,887)
======= ======= ======= ======= ========
84 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
PRODUCTION ELIMINATIONS
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
REVENUE (11,456) (12,246) (14,959) (10,521) (11,209) (13,222) (9,660) (11,414) (14,159) (11,551) (11,800) (13,928)
VARIABLE COST
Material (2,337) (2,480) (3,383) (2,218) (2,363) (2,787) (2,036) (2,406) (2,985) (2,435) (2,487) (2,936)
Scrap
Labor (8,581) (9,202) (10,959) (7,850) (8,363) (9,865) (7,207) (8,516) (10,564) (8,618) (8,804) (10,392)
Burden - - - 9 (14) (82) 37 (21) (113) (26) (34) (105)
Adjustment for
Restructuring
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
Total Variable Cost (10,918) (11,683) (14,341) (10,059) (10,740) (12,734) (9,206) (10,943) (13,661) (11,079) (11,326) (13,433)
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
CONTRIBUTION MARGIN (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495)
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
4.7% 4.6% 4.1% 4.4% 4.2% 3.7% 4.7% 4.1% 3.5% 4.1% 4.0% 3.6%
PLANT FIXED COST
Third Party Rents
& Leases
Related Party Rents
& Leases
Launch Risk
Depreciation
Mi SBT
Taxes
Fees From Deluxe
Restructuring Adj.
- Fixed
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
Total Fixed Cost - - - - - - - - - - - -
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
GROSS MARGIN (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495)
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
SG&A - FIXED
Third Party Rents
& Leases
Related Party Rents
& Leases
Mi SBT
Taxes
Payroll Related
Expenses
Gainshare
Other
Utilities and
Telephone
Insurance
Normal Course
Professional
Maintenance &
Supplies
Travel & Entertainment
Depreciation
Other
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
Total SG&A Fixed - - - - - - - - - - - -
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
SG&A VARIABLE
Commissions
Interest Expense
OEM Discount
Other Expense/(Income)
Building Rents/Usage
Fees
Litigation/Patent
Legal Fees
Amortization of
Financing Cost
Restructuring Fees
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
Total SG&A Variable - - - - - - - - - - - -
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
INCOME BEFORE TAX (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495)
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
Provision for Income
Taxes
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
NET INCOME (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495)
======= ======= ======= ======= ======= ======= ====== ======= ======= ======= ======= =======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/
(Income)
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation &
Amortization - - - - - - - - - - - -
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
EBITDA (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495)
======= ======= ======= ======= ======= ======= ====== ======= ======= ======= ======= =======
ADJUSTED EBITDA:
Deferred Commissions
Paid Commissions
Deferred Rents
& Leases
Paid Rents &
Leases
Net Deferral
Adjustment
------- ------- ------- ------- ------- ------- ------ ------- ------- ------- ------- -------
Adjusted EBITDA (538) (563) (617) (462) (469) (488) (454) (471) (497) (472) (474) (495)
======= ======= ======= ======= ======= ======= ====== ======= ======= ======= ======= =======
85 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
PRODUCTION ELIMINATIONS
(IN $000'S)
2004
--------
REVENUE (146,124)
VARIABLE COST
Material (30,853)
Scrap -
Labor (108,921)
Burden (349)
Adjustment for Restructuring -
--------
Total Variable Cost (140,123)
--------
CONTRIBUTION MARGIN (6,000)
--------
4.1%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. - Fixed -
--------
Total Fixed Cost -
--------
GROSS MARGIN (6,000)
--------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
--------
Total SG&A Fixed -
--------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
--------
Total SG&A Variable -
--------
INCOME BEFORE TAX (6,000)
--------
Provision for Income Taxes -
--------
NET INCOME (6,000)
========
EBITDA CALCULATION
Add:
Interest -
OEM Discount -
Income Tax -
Other Expense/(Income) -
MI SBT -
Restructuring Fees -
Depreceation & Amortization -
--------
EBITDA (6,000)
========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
--------
Adjusted EBITDA (6,000)
========
86 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
PRODUCTION ELIMINATIONS
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06
------- ------- ------- ------- -------- ------- ------- -------
REVENUE (39,452) (39,424) (36,849) (36,814) (152,539) (39,028) (38,846) (37,362)
VARIABLE COST
Material (8,316) (8,311) (7,768) (7,760) (32,155) (8,227) (8,189) (7,876)
Scrap -
Labor (29,435) (29,414) (27,493) (27,467) (113,810) (29,119) (28,983) (27,876)
Burden (238) (237) (151) (150) (775) (224) (217) (168)
Adjustment for Restructuring -
------- ------- ------- ------- -------- ------- ------- -------
Total Variable Cost (37,989) (37,961) (35,412) (35,377) (146,740) (37,569) (37,389) (35,920)
------- ------- ------- ------- -------- ------- ------- -------
CONTRIBUTION MARGIN (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442)
------- ------- ------- ------- -------- ------- ------- -------
3.7% 3.7% 3.9% 3.9% 3.8% 3.7% 3.8% 3.9%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. - Fixed -
------- ------- ------- ------- -------- ------- ------- -------
Total Fixed Cost - - - - - - - -
------- ------- ------- ------- -------- ------- ------- -------
GROSS MARGIN (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442)
------- ------- ------- ------- -------- ------- ------- -------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------- ------- ------- ------- -------- ------- ------- -------
Total SG&A Fixed - - - - - - - -
------- ------- ------- ------- -------- ------- ------- -------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------- ------- ------- ------- -------- ------- ------- -------
Total SG&A Variable - - - - - - - -
------- ------- ------- ------- -------- ------- ------- -------
INCOME BEFORE TAX (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442)
------- ------- ------- ------- -------- ------- ------- -------
Provision for Income Taxes -
------- ------- ------- ------- -------- ------- ------- -------
NET INCOME (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442)
======= ======= ======= ======= ======== ======= ======= =======
EBITDA CALCULATION
Add:
Interest - - - - - - - -
OEM Discount - - - - - - - -
Income Tax - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - -
Restructuring Fees - - - - - - - -
Depreceation & Amortization - - - - - - - -
------- ------- ------- ------- -------- ------- ------- -------
EBITDA (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442)
======= ======= ======= ======= ======== ======= ======= =======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------- ------- ------- ------- -------- ------- ------- -------
Adjusted EBITDA (1,463) (1,462) (1,437) (1,437) (5,800) (1,459) (1,457) (1,442)
======= ======= ======= ======= ======== ======= ======= =======
F'CAST F'CAST F'CAST
DEC-06 2006 2007 2008
------- -------- -------- --------
REVENUE (37,551) (152,787) (155,516) (157,397)
VARIABLE COST
Material (7,916) (32,207) (32,783) (33,179)
Scrap -
Labor (28,017) (113,994) (116,031) (117,434)
Burden (174) (783) (874) (937)
Adjustment for Restructuring -
------- -------- -------- --------
Total Variable Cost (36,107) (146,985) (149,688) (151,550)
------- -------- -------- --------
CONTRIBUTION MARGIN (1,444) (5,802) (5,829) (5,847)
------- -------- -------- --------
3.8% 3.8% 3.7% 3.7%
PLANT FIXED COST
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. - Fixed -
------- -------- -------- --------
Total Fixed Cost - - - -
------- -------- -------- --------
GROSS MARGIN (1,444) (5,802) (5,829) (5,847)
------- -------- -------- --------
SG&A - FIXED
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------- -------- -------- --------
Total SG&A Fixed - - - -
------- -------- -------- --------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------- -------- -------- --------
Total SG&A Variable - - - -
------- -------- -------- --------
INCOME BEFORE TAX (1,444) (5,802) (5,829) (5,847)
------- -------- -------- --------
Provision for Income Taxes -
------- -------- -------- --------
NET INCOME (1,444) (5,802) (5,829) (5,847)
======= ======== ======== ========
EBITDA CALCULATION
Add:
Interest - - - -
OEM Discount - - - -
Income Tax - - - -
Other Expense/(Income) -
MI SBT - - - -
Restructuring Fees - - - -
Depreceation & Amortization - - - -
------- -------- -------- --------
EBITDA (1,444) (5,802) (5,829) (5,847)
======= ======== ======== ========
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------- -------- -------- --------
Adjusted EBITDA (1,444) (5,802) (5,829) (5,847)
======= ======== ======== ========
87 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATING ELIMINATIONS
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE (677) (745) (1,132) (1,119) (784) (527) (386) (469) (464) (784) (499) (841) (8,425)
VARIABLE COST
Material -
Scrap -
Labor -
Burden (677) (745) (1,132) (1,119) (784) (527) (386) (469) (464) (784) (499) (841) (8,425)
Adjustment for
Restructuring -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost (677) (745) (1,132) (1,119) (784) (527) (386) (469) (464) (784) (499) (841) (8,425)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
PLANT FIXED COST
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. -
Fixed -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course
Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME - - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA - - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA - - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
88 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATING ELIMINATIONS
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE (291) (1,203) (665) (360) (360) (360) (360) (360) (360) (360) (360) (360) (5,400)
VARIABLE COST
Material -
Scrap -
Labor -
Burden (291) (1,203) (665) (360) (360) (360) (360) (360) (360) (360) (360) (360) (5,400)
Adjustment for
Restructuring -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost (291) (1,203) (665) (360) (360) (360) (360) (360) (360) (360) (360) (360) (5,400)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
PLANT FIXED COST
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. -
Fixed -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Mi SBT -
Taxes -
Payroll Related Expenses -
Gainshare -
Other
Utilities and Telephone -
Insurance -
Normal Course
Professional -
Maintenance & Supplies -
Travel & Entertainment -
Depreciation -
Other -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME - - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA - - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA - - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
89 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
CONSOLIDATING ELIMINATIONS
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE (1,080) (1,080) (1,080) (1,080) (4,320) (1,080) (1,080) (1,080) (1,080) (4,320) (4,320) (4,320)
VARIABLE COST
Material - -
Scrap - -
Labor - -
Burden (1,080) (1,080) (1,080) (1,080) (4,320) (1,080) (1,080) (1,080) (1,080) (4,320) (4,320) (4,320)
Adjustment for Restructuring - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost (1,080) (1,080) (1,080) (1,080) (4,320) (1,080) (1,080) (1,080) (1,080) (4,320) (4,320) (4,320)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
PLANT FIXED COST
Third Party Rents & Leases - -
Related Party Rents & Leases - -
Launch Risk - -
Depreciation - -
Mi SBT - -
Taxes - -
Fees From Deluxe - -
Restructuring Adj. - Fixed - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - -
Related Party Rents & Leases - -
Mi SBT - -
Taxes - -
Payroll Related Expenses - -
Gainshare - -
Other
Utilities and Telephone - -
Insurance - -
Normal Course Professional - -
Maintenance & Supplies - -
Travel & Entertainment - -
Depreciation - -
Other - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA - - - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
90 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
VENTURE MOLD & ENGINEERING
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 2,582 1,415 2,205 1,970 98 1,534 2,661 2,677 2,438 1,092 1,139 515 20,326
VARIABLE COST
Material 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993 819 854 (192) 15,179
Scrap - - - - - - - - - - - - -
Labor - - - - - - - - - - - - -
Burden - - - - - - - - - - - - -
Adjustment for
Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993 819 854 (192) 15,179
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 323 549 731 316 (19) 384 650 504 446 273 285 707 5,148
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
25% 25% 137% 25%
PLANT FIXED COST
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 155 137 137 137 133 132 130 129 129 127 125 119 1,589
Mi SBT - - - - - - - - - - - - -
Taxes - - 24 - - - - - - - - - 24
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. -
Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 155 137 160 137 133 132 130 129 129 127 125 119 1,613
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 169 412 570 179 (153) 251 520 375 317 146 160 588 3,535
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents &
Leases - - - - - - - - - - - - -
Related Party Rents &
Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course
Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage
Fees -
Litigation/Patent Legal
Fees -
Amortization of
Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 169 412 570 179 (153) 251 520 375 317 146 160 588 3,535
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income
Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 169 412 570 179 (153) 251 520 375 317 146 160 588 3,535
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation &
Amortization 155 137 137 137 133 132 130 129 129 127 125 119 1,589
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 323 549 707 316 (19) 384 650 504 446 273 285 707 5,124
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 323 549 707 316 (19) 384 650 504 446 273 285 707 5,124
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
91 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
VENTURE MOLD & ENGINEERING
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
Revenue 990 1,879 1,523 250 2,777 250 250 3,128 250 250 2,777 11,250 25,573
VARIABLE COST
Material 742 1,409 1,186 188 2,083 188 188 2,346 188 188 2,083 8,438 19,223
Scrap - - - - - - - - - - - - -
Labor - - - - - - - - - - - - -
Burden - - - - - - - - - - - - -
Adjustment for Restructuring - - - - - - - - - - - - -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
Total Variable Cost 742 1,409 1,186 188 2,083 188 188 2,346 188 188 2,083 8,438 19,223
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
CONTRIBUTION MARGIN 247 470 337 63 694 63 63 782 63 63 694 2,813 6,350
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
25% 25% 22% 25% 25% 25% 25% 25% 25% 25% 25% 25% 25%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - - -
Depreciation 118 118 118 110 110 110 110 110 110 110 110 110 1,345
Mi SBT - - - - - - - - - - - - -
Taxes - - - 2 2 2 2 2 2 2 2 2 18
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
Total Fixed Cost 118 118 118 112 112 112 112 112 112 112 112 112 1,364
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
GROSS MARGIN 129 352 220 (50) 582 (50) (50) 670 (50) (50) 582 2,700 4,986
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
Total SG&A Fixed - - - - - - - - - - - - -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
Total SG&A Variable - - - - - - - - - - - - -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
INCOME BEFORE TAX 129 352 220 (50) 582 (50) (50) 670 (50) (50) 582 2,700 4,986
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
Provision for Income Taxes -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
NET INCOME 129 352 220 (50) 582 (50) (50) 670 (50) (50) 582 2,700 4,986
=== ===== ===== === ===== === === ===== === === ===== ===== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 118 118 118 110 110 110 110 110 110 110 110 110 1,345
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
EBITDA 247 470 337 60 692 60 60 780 60 60 692 2,810 6,332
=== ===== ===== === ===== === === ===== === === ===== ===== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
--- ----- ----- --- ----- --- --- ----- --- --- ----- ----- ------
Adjusted EBITDA 247 470 337 60 692 60 60 780 60 60 692 2,810 6,332
=== ===== ===== === ===== === === ===== === === ===== ===== ======
92 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
VENTURE MOLD & ENGINEERING
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
REVENUE 6,500 - - 9,000 15,500 - 11,200 - 15,000 26,200 26,500 26,500
VARIABLE COST
Material 4,875 - - 6,750 11,625 - 8,400 - 11,250 19,650 19,875 19,875
Scrap - - - - - - - - - - - -
Labor - - - - - - - - - - - -
Burden - - - - - - - - - - - -
Adjustment for Restructuring - - - - - - - - - - - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
Total Variable Cost 4,875 - - 6,750 11,625 - 8,400 - 11,250 19,650 19,875 19,875
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
CONTRIBUTION MARGIN 1,625 - - 2,250 3,875 - 2,800 - 3,750 6,550 6,625 6,625
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
25% #DIV/0! #DIV/0! 25% 25% #DIV/0! 25% #DIV/0! 25% 25% 25% 25%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Launch Risk - - - - - - - - - - - -
Depreciation 260 260 260 260 1,041 213 213 213 213 850 359 153
Mi SBT - - - - - - - - - - - -
Taxes 6 6 6 6 25 6 6 6 6 26 27 27
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
Total Fixed Cost 267 267 267 267 1,066 219 219 219 219 876 386 180
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
GROSS MARGIN 1,358 (267) (267) 1,983 2,809 (219) 2,581 (219) 3,531 5,674 6,239 6,445
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
INCOME BEFORE TAX 1,358 (267) (267) 1,983 2,809 (219) 2,581 (219) 3,531 5,674 6,239 6,445
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
Provision for Income Taxes - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
NET INCOME 1,358 (267) (267) 1,983 2,809 (219) 2,581 (219) 3,531 5,674 6,239 6,445
====== ======= ======= ====== ====== ======= ====== ======= ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 260 260 260 260 1,041 213 213 213 213 850 359 153
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
EBITDA 1,619 (6) (6) 2,244 3,850 (6) 2,794 (6) 3,744 6,524 6,598 6,598
====== ======= ======= ====== ====== ======= ====== ======= ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
------ ------- ------- ------ ------ ------- ------ ------- ------ ------ ------ ------
Adjusted EBITDA 1,619 (6) (6) 2,244 3,850 (6) 2,794 (6) 3,744 6,524 6,598 6,598
====== ======= ======= ====== ====== ======= ====== ======= ====== ====== ====== ======
93 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
ALMONT
(IN $000'S)
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ -------------------- ------ ------ ------ ------ ------ ----
REVENUE 1,337 2,925 3,915 1,660 2,403 2,181 1,448 779 3,707 (140) 793 1,933 22,940
VARIABLE COST
Material 186 702 1,643 1,199 1,145 985 765 88 2,458 (524) (80) 434 9,000
Scrap - - - - - - - - - - - - -
Labor 534 564 571 393 337 467 267 305 496 422 405 635 5,395
Burden (74) 230 158 105 123 70 (34) (71) (184) 39 (88) (16) 257
Adjustment for Restructuring - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Variable Cost 646 1,496 2,371 1,697 1,605 1,521 998 321 2,770 (64) 237 1,053 14,652
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 691 1,429 1,543 (37) 798 659 450 458 937 (76) 556 880 8,288
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
54.5% 70.2% 45.5% 36.1%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases 35 35 35 35 35 35 35 35 35 71 35 35 461
Launch Risk - - - - - - - - - - - - -
Depreciation 349 349 349 304 338 332 317 253 252 252 252 252 3,601
Mi SBT - - - - - - - - - - - - -
Taxes 3 22 7 3 3 3 3 3 1 37 15 15 116
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Fixed Cost 388 407 392 342 376 371 356 292 288 360 303 303 4,178
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
GROSS MARGIN 303 1,022 1,151 (379) 422 288 94 166 648 (436) 254 577 4,110
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INCOME BEFORE TAX 303 1,022 1,151 (379) 422 288 94 166 648 (436) 254 577 4,110
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Provision for Income Taxes -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
NET INCOME 303 1,022 1,151 (379) 422 288 94 166 648 (436) 254 577 4,110
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 349 349 349 304 338 332 317 253 252 252 252 252 3,601
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 652 1,371 1,501 (76) 760 621 411 419 900 (184) 506 830 7,710
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 652 1,371 1,501 (76) 760 621 411 419 900 (184) 506 830 7,710
====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ====== ======
94 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
ALMONT
(IN $000'S)
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
REVENUE 1,115 2,338 5,547 737 631 663 12,925 631 618 614 577 554 26,951
VARIABLE COST
Material 230 648 3,441 251 175 175 12,389 175 175 175 175 175 18,188
Scrap - - - - - - - - - - - - -
Labor 568 487 544 84 84 84 319 84 84 84 84 84 2,587
Burden (101) 184 (2) 12 12 12 53 12 12 12 12 12 232
Adjustment for Restructuring - - - - - - - - - - - - -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
Total Variable Cost 698 1,319 3,984 347 271 271 12,761 271 271 271 271 271 21,007
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
CONTRIBUTION MARGIN 417 1,019 1,564 390 360 391 164 360 347 343 306 283 5,944
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
37.4% 43.6% 28.2% 52.9% 57.0% 59.1% 1.3% 57.1% 56.1% 55.9% 53.0% 51.1% 22.1%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases 35 35 35 35 35 35 35 35 35 35 35 35 426
Launch Risk - - - - - - - - - - - - -
Depreciation 252 252 252 248 248 248 207 152 152 152 152 153 2,471
Mi SBT - - - - - - - - - - - - -
Taxes 15 9 8 10 10 10 10 10 10 10 10 10 123
Fees From Deluxe - - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - - -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
Total Fixed Cost 303 297 296 293 293 294 253 197 198 198 198 198 3,019
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
GROSS MARGIN 114 722 1,268 97 66 98 (89) 163 149 145 108 85 2,925
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - - -
Taxes - - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - - -
Gainshare - - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - - -
Insurance - - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - - -
Depreciation - - - - - - - - - - - - -
Other - - - - - - - - - - - - -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - - -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
SG&A VARIABLE
Commissions -
Interest Expense -
OEM Discount -
Other Expense/(Income) -
Building Rents/Usage Fees -
Litigation/Patent Legal Fees -
Amortization of Financing Cost -
Restructuring Fees -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
Total SG&A Variable - - - - - - - - - - - - -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
INCOME BEFORE TAX 114 722 1,268 97 66 98 (89) 163 149 145 108 85 2,925
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
Provision for Income Taxes - -
----- ------ ------ ---- ------ ------ ------ ----- ------ ------ ------ ------ ------
NET INCOME 114 722 1,268 97 66 98 (89) 163 149 145 108 85 2,925
===== ====== ====== ==== ====== ====== ====== ===== ====== ====== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - - -
Income Tax - - - - - - - - - - - - -
Other Expense/(Income) -
MI SBT - - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - - -
Depreceation & Amortization 252 252 252 248 248 248 207 152 152 152 152 153 2,471
------ ------ ------ ---- ------ ------ ------ ------ ------ ------ ------ ------ ------
EBITDA 366 975 1,520 345 314 346 118 315 301 298 261 237 5,396
====== ====== ====== ==== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions -
Paid Commissions -
Deferred Rents & Leases -
Paid Rents & Leases -
Net Deferral Adjustment -
------ ------ ------ ---- ------ ------ ------ ------ ------ ------ ------ ------ ------
Adjusted EBITDA 366 975 1,520 345 314 346 118 315 301 298 261 237 5,396
====== ====== ====== ==== ====== ====== ====== ====== ====== ====== ====== ====== ======
95 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
INCOME STATEMENT
ALMONT
(IN $000'S)
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
REVENUE 1,856 7,015 13,205 9,473 31,550 3,405 9,510 4,405 1,405 18,726 14,543 14,343
VARIABLE COST
Material 526 4,625 11,167 4,895 21,212 1,500 4,473 1,987 526 8,486 7,071 6,974
Scrap - - - - - - - - - - - -
Labor 251 726 726 1,875 3,578 715 2,131 947 251 4,043 3,369 3,322
Burden 37 119 119 317 591 117 361 157 37 671 555 547
Adjustment for Restructuring - - - - - - - - - - - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Variable Cost 813 5,470 12,012 7,086 25,381 2,331 6,965 3,090 813 13,200 10,995 10,843
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
CONTRIBUTION MARGIN 1,043 1,546 1,194 2,387 6,169 1,074 2,545 1,315 592 5,526 3,548 3,500
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
56.2% 22.0% 9.0% 25.2% 19.6% 31.5% 26.8% 29.9% 42.1% 29.5% 24.4% 24.4%
PLANT FIXED COST
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases 106 106 106 106 426 106 106 106 106 426 426 426
Launch Risk - - - - - - - - - - - -
Depreciation 285 285 285 285 1,142 107 107 107 107 427 357 291
Mi SBT - - - - - - - - - - - -
Taxes 31 31 31 31 124 32 32 32 32 127 131 131
Fees From Deluxe - - - - - - - - - - - -
Restructuring Adj. - Fixed - - - - - - - - - - - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
Total Fixed Cost 423 423 423 423 1,691 245 245 245 245 980 913 848
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
GROSS MARGIN 620 1,123 771 1,964 4,478 829 2,300 1,070 347 4,546 2,635 2,652
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A - FIXED
Third Party Rents & Leases - - - - - - - - - - - -
Related Party Rents & Leases - - - - - - - - - - - -
Mi SBT - - - - - - - - - - - -
Taxes - - - - - - - - - - - -
Payroll Related Expenses - - - - - - - - - - - -
Gainshare - - - - - - - - - - - -
Other
Utilities and Telephone - - - - - - - - - - - -
Insurance - - - - - - - - - - - -
Normal Course Professional - - - - - - - - - - - -
Maintenance & Supplies - - - - - - - - - - - -
Travel & Entertainment - - - - - - - - - - - -
Depreciation - - - - - - - - - - - -
Other - - - - - - - - - - - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Fixed - - - - - - - - - - - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
SG&A VARIABLE
Commissions - -
Interest Expense - -
OEM Discount - -
Other Expense/(Income) - -
Building Rents/Usage Fees - -
Litigation/Patent Legal Fees - -
Amortization of Financing Cost - -
Restructuring Fees - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
Total SG&A Variable - - - - - - - - - - - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
INCOME BEFORE TAX 620 1,123 771 1,964 4,478 829 2,300 1,070 347 4,546 2,635 2,652
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
Provision for Income Taxes - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
NET INCOME 620 1,123 771 1,964 4,478 829 2,300 1,070 347 4,546 2,635 2,652
===== ===== ====== ===== ====== ===== ===== ===== ===== ====== ====== ======
EBITDA CALCULATION
Add:
Interest - - - - - - - - - - - -
OEM Discount - - - - - - - - - - - -
Income Tax - - - - - - - - - - - -
Other Expense/(Income) - -
MI SBT - - - - - - - - - - - -
Restructuring Fees - - - - - - - - - - - -
Depreceation & Amortization 285 285 285 285 1,142 107 107 107 107 427 357 291
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
EBITDA 906 1,409 1,056 2,249 5,620 936 2,407 1,177 454 4,974 2,992 2,943
===== ===== ====== ===== ====== ===== ===== ===== ===== ====== ====== ======
ADJUSTED EBITDA:
Deferred Commissions - -
Paid Commissions - -
Deferred Rents & Leases - -
Paid Rents & Leases - -
Net Deferral Adjustment - -
----- ----- ------ ----- ------ ----- ----- ----- ----- ------ ------ ------
Adjusted EBITDA 906 1,409 1,056 2,249 5,620 936 2,407 1,177 454 4,974 2,992 2,943
===== ===== ====== ===== ====== ===== ===== ===== ===== ====== ====== ======
96 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
ASSETS
CASH & EQUIVALENTS
Beginning Balance 7,130 (0) 1,846 (1) (6) (3) (0)
(7,130) 1,847 (1,847) (5) 3 3 (0)
-------- -------- ------- -------- ------- ------- -------
Net Change (7,130) 1,847 (1,847) (5) 3 3 (0)
-------- -------- ------- -------- ------- ------- -------
Ending Balance (0) 1,846 (1) (6) (3) (0) (0)
======== ======== ======= ======== ======= ======= =======
ACCOUNTS RECEIVABLE - TRADE
Beginning Balance 17,792 32,813 30,054 36,905 35,813 37,864 37,219
Monthly Ship Days 20 20 25 20 20 25 10
GM Beg. Balance - - - 7,557 8,288 7,301
Revenue - - - - - -
Collections - - - (7,557) (8,288) (7,301)
Adjustment to Actual 7,557 8,288 7,301 7,303
-------- -------- ------- -------- ------- ------- -------
GM End Balance - - - 7,557 8,288 7,301 7,303
-------- -------- ------- -------- ------- ------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5
DCX Beg. Balance - - - 3,165 3,585 3,240
Revenue - - - - - -
Collections - - - (3,165) (3,585) (3,240)
Adjustment to Actual 3,165 3,585 3,240 2,239
-------- -------- ------- -------- ------- ------- -------
DCX End Balance - - - 3,165 3,585 3,240 2,239
-------- -------- ------- -------- ------- ------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5
Ford Beg. Balance - - - 1,431 1,256 1,082
Revenue - - - - - -
Collections - - - (1,431) (1,256) (1,082)
Adjustment to Actual 1,431 1,256 1,082 654
-------- -------- ------- -------- ------- ------- -------
Ford End Balance - - - 1,431 1,256 1,082 654
-------- -------- ------- -------- ------- ------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5
Other Beg. Balance - - 112,395 139,318 17,338 15,300 16,648
Revenue 44,958 55,727 40,940 42,540 49,562 20,529
Collections 67,437 (28,804) (77,908) 46,472 59,043 14,145
Adjustment to Actual (85,012) (91,050) (107,256) (40,457)
-------- -------- ------- -------- ------- -------- -------
Other End Balance - 112,395 139,318 17,338 15,300 16,648 10,865
-------- -------- ------- -------- ------- -------- -------
DSO (Other based on 30 day months) 75 75 75 75 75 75
Over 90 Beg. - - - 3,905 6,617 7,396
Adjustments 3,905 2,712 779 (1,914)
-------- -------- ------- -------- ------- ------- -------
Over 90 End (Assumed level) - - - 3,905 6,617 7,396 5,482
-------- -------- ------- -------- ------- ------- -------
Interco/Other Beg. - - - 104,830 105,231 103,965
Adjustments 104,830 401 (1,266) 726
-------- -------- ------- -------- ------- ------- -------
Interco/Other End - - - 104,830 105,231 103,965 104,691
-------- -------- ------- -------- ------- ------- -------
Calculated Receivable Change - 112,395 26,923 (1,092) 2,051 (645) (8,398)
-------- -------- ------- -------- ------- ------- -------
15,020 (115,154) (20,071) - - - -
-------- -------- ------- -------- ------- ------- -------
Net Change 15,020 (2,759) 6,851 (1,092) 2,051 (645) (8,398)
-------- -------- ------- -------- ------- ------- -------
Ending Balance 32,813 30,054 36,905 35,813 37,864 37,219 28,822
======== ======== ======= ======== ======= ======= =======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
ASSETS
CASH & EQUIVALENTS
Beginning Balance (0) (2) (1) (2) (2) 7,130
(1) 1 (1) (1) 742 (6,391)
------- ------- ------- -------- ------- --------
Net Change (1) 1 (1) (1) 742 (6,391)
------- ------- ------- -------- ------- --------
Ending Balance (2) (1) (2) (2) 739 739
======= ======= ======= ======== ======= ========
ACCOUNTS RECEIVABLE - TRADE
Beginning Balance 28,822 25,635 29,934 28,920 26,897 17,792
Monthly Ship Days 20 25 20 20 15 240
GM Beg. Balance 7,303 5,967 8,042 7,924 7,450 -
Revenue - - - - - -
Collections (7,303) (5,967) (8,042) (7,924) (7,450) (59,832)
Adjustment to Actual 5,967 8,042 7,924 7,450 2,251 62,083
------- ------- ------- -------- ------- --------
GM End Balance 5,967 8,042 7,924 7,450 2,251 2,251
------- ------- ------- -------- ------- --------
DSO (OEM based on monthly ship days) 5 5 5 5 5
DCX Beg. Balance 2,239 2,183 2,025 2,448 2,533 -
Revenue - - - - - -
Collections (2,239) (2,183) (2,025) (2,448) (2,533) (21,418)
Adjustment to Actual 2,183 2,025 2,448 2,533 805 22,223
------- ------- ------- -------- ------- --------
DCX End Balance 2,183 2,025 2,448 2,533 805 805
------- ------- ------- -------- ------- --------
DSO (OEM based on monthly ship days) 5 5 5 5 5
Ford Beg. Balance 654 1,121 1,834 1,452 876 -
Revenue - - - - - -
Collections (654) (1,121) (1,834) (1,452) (876) (9,706)
Adjustment to Actual 1,121 1,834 1,452 876 793 10,499
------- ------- ------- -------- ------- --------
Ford End Balance 1,121 1,834 1,452 876 793 793
------- ------- ------- -------- ------- --------
DSO (OEM based on monthly ship days) 5 5 5 5 5
Other Beg. Balance 10,865 10,204 12,609 11,626 11,726 -
Revenue 31,707 43,581 35,470 35,050 38,742 438,806
Collections 36,695 55,168 50,735 48,408 40,584 311,975
Adjustment to Actual (69,063) (96,344) (87,188) (83,359) (81,003) (740,732)
------- ------- ------- -------- ------- --------
Other End Balance 10,204 12,609 11,626 11,726 10,049 10,049
------- ------- ------- -------- ------- --------
DSO (Other based on 30 day months) 75 75 75 75 75
Over 90 Beg. 5,482 7,313 7,449 7,067 7,066 -
Adjustments 1,831 136 (382) (1) (910) 6,156
------- ------- ------- -------- ------- --------
Over 90 End (Assumed level) 7,313 7,449 7,067 7,066 6,156 6,156
------- ------- ------- -------- ------- --------
Interco/Other Beg. 104,691 101,260 100,388 100,816 99,658 -
Adjustments (3,431) (872) 428 (1,158) (2,763) 96,896
------- ------- ------- -------- ------- --------
Interco/Other End 101,260 100,388 100,816 99,658 96,896 96,896
------- ------- ------- -------- ------- --------
Calculated Receivable Change (3,186) 4,299 (1,014) (2,024) (12,360) 116,950
------- ------- ------- -------- ------- --------
- - - - - (120,205)
------- ------- ------- -------- ------- --------
Net Change (3,186) 4,299 (1,014) (2,024) (12,360) (3,255)
------- ------- ------- -------- ------- --------
Ending Balance 25,635 29,934 28,920 26,897 14,537 14,537
======= ======= ======= ======== ======= ========
97 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
ASSETS
CASH & EQUIVALENTS
Beginning Balance 739 0 0 (1) 0 0 0
(739) (0) (1) 1 0 0 (0)
------- ------- ------- -------- ------- ------- -------
Net Change (739) (0) (1) 1 0 0 (0)
------- ------- ------- -------- ------- ------- -------
Ending Balance 0 0 (1) 0 0 0 0
======= ======= ======= ======== ======= ======= =======
ACCOUNTS RECEIVABLE - TRADE
Beginning Balance 14,537 21,044 20,560 21,594 17,029 18,193 18,214
Monthly Ship Days 20 20 25 20 20 25 10
GM Beg. Balance 2,251 7,270 7,270 7,320 4,751 5,282 4,668
Revenue 11 - - 19,003 21,126 23,339 8,526
Collections (2,259) (7,270) (7,270) (21,572) (20,595) (23,953) (8,931)
Adjustment to Actual 7,267 7,270 7,320
------- ------- ------- -------- ------- ------- -------
GM End Balance 7,270 7,270 7,320 4,751 5,282 4,668 4,263
------- ------- ------- -------- ------- ------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5 5
DCX Beg. Balance 805 2,107 2,107 2,635 1,196 1,408 1,223
Revenue 99 - - 4,784 5,634 6,113 4,062
Collections (879) (2,107) (2,107) (6,223) (5,421) (6,299) (3,254)
Adjustment to Actual 2,082 2,107 2,635
------- ------- ------- -------- ------- ------- -------
DCX End Balance 2,107 2,107 2,635 1,196 1,408 1,223 2,031
------- ------- ------- -------- ------- ------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5 5
Ford Beg. Balance 793 974 974 1,679 1,164 1,019 873
Revenue - - - 4,656 4,076 4,365 1,665
Collections (793) (974) (974) (5,171) (4,221) (4,511) (1,705)
Adjustment to Actual 974 974 1,679
------- ------- ------- -------- ------- ------- -------
Ford End Balance 974 974 1,679 1,164 1,019 873 832
------- ------- ------- -------- ------- ------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5 5
Other Beg. Balance 10,049 9,448 10,627 10,627 10,585 11,151 12,118
Revenue 29,423 33,381 46,090 4,234 4,687 5,620 3,011
Collections 34,086 40,624 42,622 (4,276) (4,121) (4,654) (4,030)
Adjustment to Actual (64,110) (72,826) (88,712)
------- ------- ------- -------- ------- ------- -------
Other End Balance 9,448 10,627 10,627 10,585 11,151 12,118 11,098
------- ------- ------- -------- ------- ------- -------
DSO (Other based on 30 day months) 75 75 75 75 75 75 75
Over 90 Beg. 6,156 7,263 7,263 6,061 6,061 6,061 6,061
Adjustments 1,107 - (1,202)
------- ------- ------- -------- ------- ------- -------
Over 90 End (Assumed level) 7,263 7,263 6,061 6,061 6,061 6,061 6,061
------- ------- ------- -------- ------- ------- -------
Interco/Other Beg. 96,896 96,395 94,732 95,684 95,684 95,684 95,684
Adjustments (501) (1,663) 952 - -
------- ------- ------- -------- ------- ------- -------
Interco/Other End 96,395 94,732 95,684 95,684 95,684 95,684 95,684
------- ------- ------- -------- ------- ------- -------
Calculated Receivable Change 6,507 (484) 1,033 (4,565) 1,164 21 (656)
------- ------- ------- -------- ------- ------- -------
------- ------- ------- -------- ------- ------- -------
Net Change 6,507 (484) 1,033 (4,565) 1,164 21 (656)
------- ------- ------- -------- ------- ------- -------
Ending Balance 21,044 20,560 21,594 17,029 18,193 18,214 17,558
======= ======= ======= ======== ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
ASSETS
CASH & EQUIVALENTS
Beginning Balance 0 0 0 0 0 739
- - - - - (739)
------- ------- ------- ------- ------- --------
Net Change - - - - - (739)
------- ------- ------- ------- ------- --------
Ending Balance 0 0 0 0 0 0
======= ======= ======= ======= ======= ========
ACCOUNTS RECEIVABLE - TRADE
Beginning Balance 17,558 18,634 19,501 22,085 20,098 14,537
Monthly Ship Days 20 25 20 20 20 245
GM Beg. Balance 4,263 4,529 4,444 4,709 3,928 2,251
Revenue 18,115 22,219 18,836 15,713 17,139 164,027
Collections (17,849) (22,304) (18,570) (16,494) (16,783) (183,851)
Adjustment to Actual 21,857
------- ------- ------- ------- ------- --------
GM End Balance 4,529 4,444 4,709 3,928 4,285 4,285
------- ------- ------- ------- ------- --------
DSO (OEM based on monthly ship days) 5 5 5 5 5
DCX Beg. Balance 2,031 3,224 4,145 5,311 4,489 805
Revenue 12,897 20,724 21,244 17,957 19,284 112,799
Collections (11,704) (19,804) (20,078) (18,779) (18,952) (115,608)
Adjustment to Actual 6,824
------- ------- ------- ------- ------- --------
DCX End Balance 3,224 4,145 5,311 4,489 4,821 4,821
------- ------- ------- ------- ------- --------
DSO (OEM based on monthly ship days) 5 5 5 5 5
Ford Beg. Balance 832 823 794 808 689 793
Revenue 3,291 3,971 3,230 2,757 3,026 31,038
Collections (3,301) (4,000) (3,217) (2,876) (2,959) (34,701)
Adjustment to Actual 3,627
------- ------- ------- ------- ------- --------
Ford End Balance 823 794 808 689 756 756
------- ------- ------- ------- ------- --------
DSO (OEM based on monthly ship days) 5 5 5 5 5
Other Beg. Balance 11,098 10,725 10,785 11,924 11,658 10,049
Revenue 4,240 5,692 4,378 3,921 4,548 149,224
Collections (4,612) (5,632) (3,239) (4,187) (5,501) 77,080
Adjustment to Actual (225,648)
------- ------- ------- ------- ------- --------
Other End Balance 10,725 10,785 11,924 11,658 10,705 10,705
------- ------- ------- ------- ------- --------
DSO (Other based on 30 day months) 75 75 75 75 75
Over 90 Beg. 6,061 6,061 6,061 6,061 6,061 6,156
Adjustments (95)
------- ------- ------- ------- ------- --------
Over 90 End (Assumed level) 6,061 6,061 6,061 6,061 6,061 6,061
------- ------- ------- ------- ------- --------
Interco/Other Beg. 95,684 95,684 95,684 95,684 95,684 96,896
Adjustments (1,211)
------- ------- ------- ------- ------- --------
Interco/Other End 95,684 95,684 95,684 95,684 95,684 95,684
------- ------- ------- ------- ------- --------
Calculated Receivable Change 1,076 867 2,584 (1,987) (198) 5,363
------- ------- ------- ------- ------- --------
-
------- ------- ------- ------- ------- --------
Net Change 1,076 867 2,584 (1,987) (198) 5,363
------- ------- ------- ------- ------- --------
Ending Balance 18,634 19,501 22,085 20,098 19,900 19,900
======= ======= ======= ======= ======= ========
98 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06
------ ------ ------ ------ ---------- ------
ASSETS
CASH & EQUIVALENTS
Beginning Balance 0 0 0 0 0 9,962
0 - - 9,962 9,962 12,503
------- ------- ------- ------- -------- -------
Net Change 0 - - 9,962 9,962 12,503
------- ------- ------- ------- -------- -------
Ending Balance 0 0 0 9,962 9,962 22,465
======= ======= ======= ======= ======== =======
ACCOUNTS RECEIVABLE - TRADE
Beginning Balance 19,900 21,309 20,117 18,620 19,900 18,262
-
Monthly Ship Days 65 65 55 60 245 65
GM Beg. Balance 4,285 4,143 3,899 3,852 4,285 3,628
Revenue 53,863 50,690 42,368 43,532 190,452 45,370
Collections (54,005) (50,934) (42,415) (43,756) (191,109) (45,508)
Adjustment to Actual
------- ------- ------- ------- -------- -------
GM End Balance 4,143 3,899 3,852 3,628 3,628 3,490
------- ------- ------- ------- -------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5 5
DCX Beg. Balance 4,821 4,706 4,746 4,444 4,821 4,251
Revenue 61,177 61,699 48,888 51,017 222,781 59,904
Collections (61,292) (61,659) (49,190) (51,210) (223,351) (59,547)
Adjustment to Actual
------- ------- ------- ------- -------- -------
DCX End Balance 4,706 4,746 4,444 4,251 4,251 4,608
------- ------- ------- ------- -------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5
Ford Beg. Balance 756 702 713 724 756 692
Revenue 9,123 9,264 7,967 8,300 34,653 8,526
Collections (9,177) (9,253) (7,955) (8,333) (34,718) (8,562)
Adjustment to Actual
------- ------- ------- ------- -------- -------
Ford End Balance 702 713 724 692 692 656
------- ------- ------- ------- -------- -------
DSO (OEM based on monthly ship days) 5 5 5 5 5
Other Beg. Balance 10,705 12,425 11,426 10,267 10,705 10,358
Revenue 14,910 13,711 12,320 12,430 53,371 14,572
Collections (13,190) (14,711) (13,479) (12,338) (53,718) (12,787)
Adjustment to Actual
------- ------- ------- ------- -------- -------
Other End Balance 12,425 11,426 10,267 10,358 10,358 12,143
------- ------- ------- ------- -------- -------
DSO (Other based on 30 day months) 75 75 75 75 75
Over 90 Beg. 6,061 6,061 6,061 6,061 6,061 6,061
Adjustments -
------- ------- ------- ------- -------- -------
Over 90 End (Assumed level) 6,061 6,061 6,061 6,061 6,061 6,061
------- ------- ------- ------- -------- -------
Interco/Other Beg. 95,684 95,684 95,684 95,684 95,684 95,684
Adjustments -
------- ------- ------- ------- -------- -------
Interco/Other End 95,684 95,684 95,684 95,684 95,684 95,684
------- ------- ------- ------- -------- -------
Calculated Receivable Change 1,409 (1,192) (1,497) (358) (1,639) 1,968
------- ------- ------- ------- -------- -------
-
------- ------- ------- ------- -------- -------
Net Change 1,409 (1,192) (1,497) (358) (1,639) 1,968
------- ------- ------- ------- -------- -------
Ending Balance 21,309 20,117 18,620 18,262 18,262 20,230
======= ======= ======= ======= ======== =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ---------- ---------- ----------
ASSETS
CASH & EQUIVALENTS
Beginning Balance 22,465 10,614 8,523 9,962 15,416 7,243
(11,851) (2,091) 6,893 5,454 (8,173) 1,118
------- ------- ------- -------- -------- --------
Net Change (11,851) (2,091) 6,893 5,454 (8,173) 1,118
------- ------- ------- -------- -------- --------
Ending Balance 10,614 8,523 15,416 15,416 7,243 8,361
======= ======= ======= ======== ======== ========
ACCOUNTS RECEIVABLE - TRADE
Beginning Balance 20,230 18,780 17,585 18,262 17,932 36,215
-
Monthly Ship Days 65 55 60 245 245 245
GM Beg. Balance 3,490 3,218 3,323 3,628 3,899 13,118
Revenue 41,833 36,549 46,786 170,538 214,267 208,730
Collections (42,105) (36,444) (46,210) (170,267) (205,047) (209,069)
Adjustment to Actual
------- ------- ------- -------- -------- --------
GM End Balance 3,218 3,323 3,899 3,899 13,118 12,779
------- ------- ------- -------- -------- --------
DSO (OEM based on monthly ship days) 5 5 5 15 15
DCX Beg. Balance 4,608 4,353 4,268 4,251 3,975 11,871
Revenue 56,592 46,953 47,702 211,150 193,887 168,800
Collections (56,847) (47,038) (47,995) (211,426) (185,992) (170,336)
Adjustment to Actual
------- ------- ------- -------- -------- --------
DCX End Balance 4,353 4,268 3,975 3,975 11,871 10,335
------- ------- ------- -------- -------- --------
DSO (OEM based on monthly ship days) 5 5 5 15 15
Ford Beg. Balance 656 631 391 692 363 884
Revenue 8,203 4,296 4,352 25,378 14,434 6,354
Collections (8,228) (4,537) (4,380) (25,707) (13,913) (6,849)
Adjustment to Actual
------- ------- ------- -------- -------- --------
Ford End Balance 631 391 363 363 884 389
------- ------- ------- -------- -------- --------
DSO (OEM based on monthly ship days) 5 5 5 15 15
Other Beg. Balance 12,143 11,245 10,271 10,358 10,362 11,010
Revenue 13,494 12,325 12,435 52,826 52,847 52,869
Collections (14,392) (13,299) (12,343) (52,822) (52,200) (52,865)
Adjustment to Actual
------- ------- ------- -------- -------- --------
Other End Balance 11,245 10,271 10,362 10,362 11,010 11,014
------- ------- ------- -------- -------- --------
DSO (Other based on 30 day months) 75 75 75 75 75
Over 90 Beg. 6,061 6,061 6,061 6,061 6,061 6,061
Adjustments -
------- ------- ------- -------- -------- --------
Over 90 End (Assumed level) 6,061 6,061 6,061 6,061 6,061 6,061
------- ------- ------- -------- -------- --------
Interco/Other Beg. 95,684 95,684 95,684 95,684 95,684 95,684
Adjustments -
------- ------- ------- -------- -------- --------
Interco/Other End 95,684 95,684 95,684 95,684 95,684 95,684
------- ------- ------- -------- -------- --------
Calculated Receivable Change (1,450) (1,194) 346 (330) 18,283 (2,365)
------- ------- ------- -------- -------- --------
-
------- ------- ------- -------- -------- --------
Net Change (1,450) (1,194) 346 (330) 18,283 (2,365)
------- ------- ------- -------- -------- --------
Ending Balance 18,780 17,585 17,932 17,932 36,215 33,850
======= ======= ======= ======== ======== ========
99 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions
tab for detail)
Beginning Balance 18,569 13,297 11,001 7,285 7,488 6,526 5,769
Billed Tooling Revenue - - - - - - -
Tooling Collections - - - - - - -
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual (5,272) (2,297) (3,716) 203 (962) (756) 262
------ ------ ------ ------ ------ ------ ------
Net Change (5,272) (2,297) (3,716) 203 (962) (756) 262
------ ------ ------ ------ ------ ------ ------
Ending Balance 13,297 11,001 7,285 7,488 6,526 5,769 6,031
====== ====== ====== ====== ====== ====== ======
ACCOUNTS RECEIVABLE - DELUXE
Beginning Balance 69,703 71,105 72,093 75,588 78,528 81,381 85,309
Deluxe (Tooling Asm. Tab for CF) - - - - - - -
Adj to Actual 1,402 988 3,495 2,940 2,853 3,928 1,426
------ ------ ------ ------ ------ ------ ------
Net Change 1,402 988 3,495 2,940 2,853 3,928 1,426
------ ------ ------ ------ ------ ------ ------
Ending Balance 71,105 72,093 75,588 78,528 81,381 85,309 86,736
====== ====== ====== ====== ====== ====== ======
A/R - RELATED PARTY - RESTRICTED
Beginning Balance (335) (503) (670) (838) (1,005) (1,173) (1,341)
Accrued Harper Rents (168) (168) (168) (168) (168) (168) (168)
Paid Harper Rents
Adj to Actual (0) (0) 0 (0) 0 (0) 0
------ ------ ------ ------ ------ ------ ------
Net Change (168) (168) (168) (168) (168) (168) (168)
------ ------ ------ ------ ------ ------ ------
Ending Balance (503) (670) (838) (1,005) (1,173) (1,341) (1,508)
====== ====== ====== ====== ====== ====== ======
A/R - RELATED PARTY - UNRESTRICTED
Beginning Balance 4,517 5,274 5,768 4,154 4,331 5,701 6,034
Australia Payment
Current Portion of LT Rec.
Adj to Actual 757 494 (1,614) 177 1,370 333 (15)
------ ------ ------ ------ ------ ------ ------
Net Change 757 494 (1,614) 177 1,370 333 (15)
------ ------ ------ ------ ------ ------ ------
Ending Balance 5,274 5,768 4,154 4,331 5,701 6,034 6,019
====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions
tab for detail)
Beginning Balance 6,031 6,260 17,940 13,247 9,059 18,569
Billed Tooling Revenue - - - - - -
Tooling Collections - - - - - -
Other Adjustments (See tooling assumptions) - - - - - -
Adj to Actual 228 11,681 (4,693) (4,188) 1,461 (8,050)
------ ------ ------ ------ ------ ------
Net Change 228 11,681 (4,693) (4,188) 1,461 (8,050)
------ ------ ------ ------ ------ ------
Ending Balance 6,260 17,940 13,247 9,059 10,520 10,520
====== ====== ====== ====== ====== ======
ACCOUNTS RECEIVABLE - DELUXE
Beginning Balance 86,736 89,723 91,369 92,352 92,828 69,703
Deluxe (Tooling Asm. Tab for CF) - - (161) 380 1,376 1,596
-
-
Adj to Actual 2,987 1,647 1,143 96 5,385 28,291
------ ------ ------ ------ ------ ------
Net Change 2,987 1,647 983 476 6,761 29,886
------ ------ ------ ------ ------ ------
Ending Balance 89,723 91,369 92,352 92,828 99,589 99,589
====== ====== ====== ====== ====== ======
A/R - RELATED PARTY - RESTRICTED
Beginning Balance (1,508) (1,676) (1,676) (1,676) (1,676) (335)
Accrued Harper Rents (168) (27) (100) (100) (100) (1,667)
Paid Harper Rents -
-
-
Adj to Actual 0 27 100 100 100 327
------ ------ ------ ------ ------ ------
Net Change (168) (0) - - - (1,341)
------ ------ ------ ------ ------ ------
Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
====== ====== ====== ====== ====== ======
A/R - RELATED PARTY - UNRESTRICTED
Beginning Balance 6,019 4,042 4,638 3,939 4,551 4,517
Australia Payment (1,417) (1,417)
Current Portion of LT Rec. -
-
Adj to Actual (1,977) 597 (699) 612 (734) (699)
------ ------ ------ ------ ------ ------
Net Change (1,977) 597 (699) 612 (2,151) (2,116)
------ ------ ------ ------ ------ ------
Ending Balance 4,042 4,638 3,939 4,551 2,401 2,401
====== ====== ====== ====== ====== ======
100 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions
tab for detail)
Beginning Balance 10,520 10,320 11,452 12,201 9,311 16,347 15,304
Billed Tooling Revenue - - - 1,797 7,867 1,009 2,858
Tooling Collections - - - (4,687) (832) (2,052) (8,226)
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual (200) 1,132 749 - - - -
------ ------- ------- ------- ------- ------- -------
Net Change (200) 1,132 749 (2,890) 7,036 (1,043) (5,368)
------ ------- ------- ------- ------- ------- -------
Ending Balance 10,320 11,452 12,201 9,311 16,347 15,304 9,937
====== ======= ======= ======= ======= ======= =======
ACCOUNTS RECEIVABLE - DELUXE
Beginning Balance 99,589 99,963 100,396 102,723 102,616 104,478 107,580
Deluxe (Tooling Asm. Tab for CF) (347) 1,696 (1,147) (108) 1,863 3,102 807
Adj to Actual 721 (1,263) 3,474 - - - -
------ ------- ------- ------- ------- ------- -------
Net Change 374 433 2,327 (108) 1,863 3,102 807
------ ------- ------- ------- ------- ------- -------
Ending Balance 99,963 100,396 102,723 102,616 104,478 107,580 108,387
====== ======= ======= ======= ======= ======= =======
A/R - RELATED PARTY - RESTRICTED
Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
Accrued Harper Rents (100) (100) (100) (100) (100) (100) (100)
Paid Harper Rents 100 100 100 100 100 100 100
Adj to Actual (0) - (0) - - - -
------ ------- ------- ------- ------- ------- -------
Net Change (0) - (0) - - - -
------ ------- ------- ------- ------- ------- -------
Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
====== ======= ======= ======= ======= ======= =======
A/R - RELATED PARTY - UNRESTRICTED
Beginning Balance 2,401 2,810 2,937 2,084 2,084 2,084 547
Australia Payment (1,538) (1,538)
Current Portion of LT Rec.
Adj to Actual 409 127 684 - - - -
------ ------- ------- ------- ------- ------- -------
Net Change 409 127 (853) - - (1,538) -
------ ------- ------- ------- ------- ------- -------
Ending Balance 2,810 2,937 2,084 2,084 2,084 547 547
====== ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions
tab for detail)
Beginning Balance 9,937 11,936 11,975 6,188 5,823 10,520
Billed Tooling Revenue 3,265 452 250 250 4,233 21,983
Tooling Collections (1,266) (413) (6,037) (615) (413) (24,541)
Other Adjustments (See tooling assumptions) - - - - - -
Adj to Actual 1,681
------- ------- ------- ------- ------- -------
Net Change 1,999 39 (5,787) (365) 3,820 (877)
------- ------- ------- ------- ------- -------
Ending Balance 11,936 11,975 6,188 5,823 9,643 9,643
======= ======= ======= ======= ======= =======
ACCOUNTS RECEIVABLE - DELUXE
Beginning Balance 108,387 109,768 113,258 114,354 116,267 99,589
Deluxe (Tooling Asm. Tab for CF) 1,380 3,491 1,095 1,913 2,471 16,216
-
-
Adj to Actual - 2,932
------- ------- ------- ------- ------- -------
Net Change 1,380 3,491 1,095 1,913 2,471 19,148
------- ------- ------- ------- ------- -------
Ending Balance 109,768 113,258 114,354 116,267 118,737 118,737
======= ======= ======= ======= ======= =======
A/R - RELATED PARTY - RESTRICTED
Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
Accrued Harper Rents (100) (100) (100) (100) (100) (1,200)
Paid Harper Rents 100 100 100 100 100 1,200
-
-
Adj to Actual (0)
------- ------- ------- ------- ------- -------
Net Change - - - - - (0)
------- ------- ------- ------- ------- -------
Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
======= ======= ======= ======= ======= =======
A/R - RELATED PARTY - UNRESTRICTED
Beginning Balance 547 547 (991) (991) (991) 2,401
Australia Payment (1,538) (1,538) (6,150)
Current Portion of LT Rec. -
-
Adj to Actual - 1,221
------- ------- ------- ------- ------- -------
Net Change - (1,538) - - (1,538) (4,929)
------- ------- ------- ------- ------- -------
Ending Balance 547 (991) (991) (991) (2,528) (2,528)
======= ======= ======= ======= ======= =======
101 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------ ------ ------ ----------
ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions
tab for detail)
Beginning Balance 9,643 16,697 8,276 14,802 9,643
Billed Tooling Revenue 11,787 3,116 11,692 3,010 29,606
Tooling Collections (4,733) (11,537) (5,167) (11,692) (33,129)
Other Adjustments (See tooling assumptions) - - - - -
Adj to Actual -
------- ------- ------- ------- -------
Net Change 7,054 (8,421) 6,526 (8,682) (3,523)
------- ------- ------- ------- -------
Ending Balance 16,697 8,276 14,802 6,120 6,120
======= ======= ======= ======= =======
ACCOUNTS RECEIVABLE - DELUXE
Beginning Balance 118,737 118,108 117,776 118,835 118,737
Deluxe (Tooling Asm. Tab for CF) (630) (332) 1,058 (18,187) (18,090)
-
-
Adj to Actual -
------- ------- ------- ------- -------
Net Change (630) (332) 1,058 (18,187) (18,090)
------- ------- ------- ------- -------
Ending Balance 118,108 117,776 118,835 100,647 100,647
======= ======= ======= ======= =======
A/R - RELATED PARTY - RESTRICTED
Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676)
Accrued Harper Rents (300) (300) (300) (300) (1,200)
Paid Harper Rents 300 300 300 300 1,200
-
-
Adj to Actual -
------- ------- ------- ------- -------
Net Change - - - - -
------- ------- ------- ------- -------
Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676)
======= ======= ======= ======= =======
A/R - RELATED PARTY - UNRESTRICTED
Beginning Balance (2,528) 2,281 678 (925) (2,528)
Australia Payment (1,603) (1,603) (1,603) (1,603) (6,412)
Current Portion of LT Rec. 6,412 6,412
-
Adj to Actual -
------- ------- ------- ------- -------
Net Change 4,809 (1,603) (1,603) (1,603) -
------- ------- ------- ------- -------
Ending Balance 2,281 678 (925) (2,528) (2,528)
======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ------ ---------- ---------- ----------
ACCOUNTS RECEIVABLE - TOOLING (See tooling assumptions tab for detail)
Beginning Balance 6,120 13,660 5,160 17,160 6,120 5,160 5,160
Billed Tooling Revenue 26,500 - 20,105 - 46,605 36,400 36,500
Tooling Collections (18,960) (8,500) (8,105) (12,000) (47,565) (36,400) (36,500)
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual -
------- ------- ------- ------- ------- ------- -------
Net Change 7,540 (8,500) 12,000 (12,000) (960) - -
------- ------- ------- ------- ------- ------- -------
Ending Balance 13,660 5,160 17,160 5,160 5,160 5,160 5,160
======= ======= ======= ======= ======= ======= =======
ACCOUNTS RECEIVABLE - DELUXE
Beginning Balance 100,647 97,206 100,088 98,825 100,647 101,140 101,273
Deluxe (Tooling Asm. Tab for CF) (3,441) 2,882 (1,263) 2,316 493 133 (458)
-
-
Adj to Actual -
------- ------- ------- ------- ------- ------- -------
Net Change (3,441) 2,882 (1,263) 2,316 493 133 (458)
------- ------- ------- ------- ------- ------- -------
Ending Balance 97,206 100,088 98,825 101,140 101,140 101,273 100,815
======= ======= ======= ======= ======= ======= =======
A/R - RELATED PARTY - RESTRICTED
Beginning Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
-
Accrued Harper Rents (300) (300) (300) (300) (1,200) (1,200) (1,200)
Paid Harper Rents 300 300 300 300 1,200 1,200 1,200
-
-
Adj to Actual -
------- ------- ------- ------- ------- ------- -------
Net Change - - - - - - -
------- ------- ------- ------- ------- ------- -------
Ending Balance (1,676) (1,676) (1,676) (1,676) (1,676) (1,676) (1,676)
======= ======= ======= ======= ======= ======= =======
A/R - RELATED PARTY - UNRESTRICTED
Beginning Balance (2,528) (2,528) (2,528) (2,528) (2,528) (2,528) (2,528)
Australia Payment -
Current Portion of LT Rec. -
-
Adj to Actual -
------- ------- ------- ------- ------- ------- -------
Net Change - - - - - - -
------- ------- ------- ------- ------- ------- -------
Ending Balance (2,528) (2,528) (2,528) (2,528) (2,528) (2,528) (2,528)
======= ======= ======= ======= ======= ======= =======
102 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------ ------ ------ ------ ------ ------ ------ ------
A/R - UK Intercompany
Beginning Balance 18,354 18,996 18,277 18,322 18,639 19,176 19,954 19,209
UK
Adj to Actual 642 (718) 44 318 536 778 (745) (230)
------- ------- ------- ------- ------- ------- ------- -------
Net Change 642 (718) 44 318 536 778 (745) (230)
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 18,996 18,277 18,322 18,639 19,176 19,954 19,209 18,979
======= ======= ======= ======= ======= ======= ======= =======
A/R - BOHEMIA INTERCOMPANY
Beginning Balance 16,405 16,729 16,649 16,568 17,112 17,999 17,754 17,371
Adj to Actual 324 (80) (80) 544 887 (245) (383) (869)
------- ------- ------- ------- ------- ------- ------- -------
Net Change 324 (80) (80) 544 887 (245) (383) (869)
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 16,729 16,649 16,568 17,112 17,999 17,754 17,371 16,503
======= ======= ======= ======= ======= ======= ======= =======
A/R - OTHER INTERCOMPANY
Beginning Balance 0 429 399 (14) 92 146 (9) 49
Adj to Actual 428 (29) (413) 106 55 (156) 59 3
------- ------- ------- ------- ------- ------- ------- -------
Net Change 428 (29) (413) 106 55 (156) 59 3
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 429 399 (14) 92 146 (9) 49 52
======= ======= ======= ======= ======= ======= ======= =======
INVENTORY - PRODUCTION
Beginning Balance 22,668 22,651 21,627 21,252 24,151 21,355 19,937 20,589
Purchases 64,318 52,419 48,651 55,663 35,384 36,964
Cost of Sales (31,016) (39,471) (49,137) (35,488) (35,760) (42,132) (23,977) (28,456)
Adj to Actual 31,000 38,447 (15,555) (14,032) (15,686) (14,949) (10,755) (10,102)
------- ------- ------- ------- ------- ------- ------- -------
Net Change (17) (1,024) (375) 2,899 (2,796) (1,418) 652 (1,594)
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 22,651 21,627 21,252 24,151 21,355 19,937 20,589 18,995
======= ======= ======= ======= ======= ======= ======= =======
Inventory Turns (Input) 13 13 13 13 13 13 13 13
Inventory Turns (Calculated) 16 20 23 21 23 23 20 20
ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ----------
A/R - UK Intercompany
Beginning Balance 18,979 20,032 20,755 20,752 18,354
UK -
-
-
Adj to Actual 1,053 722 (2) 1,212 3,610
------- ------- -------- ------- --------
Net Change 1,053 722 (2) 1,212 3,610
------- ------- -------- ------- --------
Ending Balance 20,032 20,755 20,752 21,964 21,964
======= ======= ======== ======= ========
A/R - BOHEMIA INTERCOMPANY
Beginning Balance 16,503 17,503 17,645 17,897 16,405
-
-
-
Adj to Actual 1,000 142 252 (16,813) (15,321)
------- ------- -------- ------- --------
Net Change 1,000 142 252 (16,813) (15,321)
------- ------- -------- ------- --------
Ending Balance 17,503 17,645 17,897 1,084 1,084
======= ======= ======== ======= ========
A/R - OTHER INTERCOMPANY
Beginning Balance 52 12 (31) 36 0
-
-
-
Adj to Actual (40) (43) 67 (41) (6)
------- ------- -------- ------- --------
Net Change (40) (43) 67 (41) (6)
------- ------- -------- ------- --------
Ending Balance 12 (31) 36 (5) (5)
======= ======= ======== ======= ========
INVENTORY - PRODUCTION
Beginning Balance 18,995 18,363 20,400 20,761 22,668
Purchases 46,498 43,059 41,802 37,410 462,166
Cost of Sales (37,746) (31,392) (31,298) (29,732) (415,606)
-
Adj to Actual (9,385) (9,629) (10,143) (8,884) (49,674)
------- ------- -------- ------- --------
Net Change (633) 2,037 361 (1,207) (3,114)
------- ------- -------- ------- --------
Ending Balance 18,363 20,400 20,761 19,554 19,554
======= ======= ======== ======= ========
Inventory Turns (Input) 13 13 13 13
Inventory Turns (Calculated) 20 19 19 19
103 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04
------ ------ ------ ------ ------ ------ ------ ------
A/R - UK Intercompany
Beginning Balance 21,964 22,541 24,084 23,750 23,750 23,750 23,750 23,750
UK
Adj to Actual 577 1,544 (335) -
------- ------- ------- ------- ------- ------- ------- -------
Net Change 577 1,544 (335) - - - - -
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 22,541 24,084 23,750 23,750 23,750 23,750 23,750 23,750
======= ======= ======= ======= ======= ======= ======= =======
A/R - BOHEMIA INTERCOMPANY
Beginning Balance 1,084 668 1,091 1,069 1,069 1,069 1,069 1,069
Adj to Actual (416) 423 (22) - - - - -
------- ------- ------- ------- ------- ------- ------- -------
Net Change (416) 423 (22) - - - - -
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 668 1,091 1,069 1,069 1,069 1,069 1,069 1,069
======= ======= ======= ======= ======= ======= ======= =======
A/R - OTHER INTERCOMPANY
Beginning Balance (5) (8) (4) (6) (6) (6) (6) (6)
Adj to Actual (3) 4 (2) - - - - -
------- ------- ------- ------- ------- ------- ------- -------
Net Change (3) 4 (2) - - - - -
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance (8) (4) (6) (6) (6) (6) (6) (6)
======= ======= ======= ======= ======= ======= ======= =======
INVENTORY - PRODUCTION
Beginning Balance 19,554 20,992 21,510 20,927 23,737 23,179 21,265 19,128
Purchases 28,141 32,423 41,495 31,570 29,508 29,636 17,541 33,031
Cost of Sales (26,985) (32,437) (39,686) (28,760) (30,066) (31,550) (19,677) (32,466)
Adj to Actual 283 532 (2,393) - - - -
------- ------- ------- ------- ------- ------- ------- -------
Net Change 1,439 518 (583) 2,810 (558) (1,914) (2,137) 565
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 20,992 21,510 20,927 23,737 23,179 21,265 19,128 19,693
======= ======= ======= ======= ======= ======= ======= =======
Inventory Turns (Input) 17 17 17 17 17 17 17 17
Inventory Turns (Calculated) 17 17 19
F'CAST F'CAST F'CAST F'CAST F'CAST
SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ----------
A/R - UK Intercompany
Beginning Balance 23,750 23,750 23,750 23,750 21,964
UK -
-
-
Adj to Actual 1,786
------- ------- ------- ------- --------
Net Change - - - - 1,786
------- ------- ------- ------- --------
Ending Balance 23,750 23,750 23,750 23,750 23,750
======= ======= ======= ======= ========
A/R - BOHEMIA INTERCOMPANY
Beginning Balance 1,069 1,069 1,069 1,069 1,084
-
-
-
Adj to Actual (15)
------- ------- ------- ------- --------
Net Change - - - - (15)
------- ------- ------- ------- --------
Ending Balance 1,069 1,069 1,069 1,069 1,069
======= ======= ======= ======= ========
A/R - OTHER INTERCOMPANY
Beginning Balance (6) (6) (6) (6) (5)
-
-
-
Adj to Actual - (1)
------- ------- ------- ------- --------
Net Change - - - - (1)
------- ------- ------- ------- --------
Ending Balance (6) (6) (6) (6) (6)
======= ======= ======= ======= ========
INVENTORY - PRODUCTION
Beginning Balance 19,693 21,926 26,646 26,908 19,554
Purchases 43,276 44,455 33,843 33,530 398,447
Cost of Sales (41,042) (39,735) (33,581) (34,961) (390,947)
-
Adj to Actual (1,577)
------- ------- ------- ------- --------
Net Change 2,233 4,720 262 (1,431) 5,923
------- ------- ------- ------- --------
Ending Balance 21,926 26,646 26,908 25,477 25,477
======= ======= ======= ======= ========
Inventory Turns (Input) 17 17 17 17
Inventory Turns (Calculated)
104 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'cast F'cast F'cast F'cast F'cast
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------ ------ ------ ----------
A/R - UK Intercompany
Beginning Balance 23,750 23,750 23,750 23,750 23,750
UK -
-
-
Adj to Actual -
-------- -------- ------- ------- --------
Net Change - - - - -
-------- -------- ------- ------- --------
Ending Balance 23,750 23,750 23,750 23,750 23,750
======== ======== ======= ======= ========
A/R - BOHEMIA INTERCOMPANY
Beginning Balance 1,069 1,069 1,069 1,069 1,069
-
-
-
Adj to Actual -
-------- -------- ------- ------- --------
Net Change - - - - -
-------- -------- ------- ------- --------
Ending Balance 1,069 1,069 1,069 1,069 1,069
======== ======== ======= ======= ========
A/R - OTHER INTERCOMPANY
Beginning Balance (6) (6) (6) (6) (6)
-
-
-
Adj to Actual - - -
-------- -------- ------- ------- --------
Net Change - - - - -
-------- -------- ------- ------- --------
Ending Balance (6) (6) (6) (6) (6)
======== ======== ======= ======= ========
INVENTORY - PRODUCTION
Beginning Balance 25,477 26,980 26,391 21,962 25,477
Purchases 116,167 111,576 88,912 96,870 413,524
Cost of Sales (114,664) (112,164) (93,341) (96,198) (416,366)
-
Adj to Actual -
-------- -------- ------- ------- --------
Net Change 1,503 (588) (4,429) 672 (2,842)
-------- -------- ------- ------- --------
Ending Balance 26,980 26,391 21,962 22,635 22,635
======== ======== ======= ======= ========
Inventory Turns (Input) 17 17 17 17
Inventory Turns (Calculated)
F'cast F'cast F'cast F'cast F'cast F'cast F'cast
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ------ ---------- ---------- ----------
A/R - UK Intercompany
Beginning Balance 23,750 23,750 23,750 23,750 23,750 23,750 23,750
UK -
-
-
Adj to Actual -
-------- -------- ------- ------- -------- -------- --------
Net Change - - - - - - -
-------- -------- ------- ------- -------- -------- --------
Ending Balance 23,750 23,750 23,750 23,750 23,750 23,750 23,750
======== ======== ======= ======= ======== ======== ========
A/R - BOHEMIA INTERCOMPANY
Beginning Balance 1,069 1,069 1,069 1,069 1,069 1,069 1,069
-
-
-
Adj to Actual -
-------- -------- ------- ------- -------- -------- --------
Net Change - - - - - - -
-------- -------- ------- ------- -------- -------- --------
Ending Balance 1,069 1,069 1,069 1,069 1,069 1,069 1,069
======== ======== ======= ======= ======== ======== ========
A/R - OTHER INTERCOMPANY
Beginning Balance (6) (6) (6) (6) (6) (6) (6)
-
-
-
Adj to Actual -
-------- -------- ------- ------- -------- -------- --------
Net Change - - - - - - -
-------- -------- ------- ------- -------- -------- --------
Ending Balance (6) (6) (6) (6) (6) (6) (6)
======== ======== ======= ======= ======== ======== ========
INVENTORY - PRODUCTION
Beginning Balance 22,635 25,399 24,067 20,763 22,635 22,793 24,144
Purchases 110,711 100,955 84,939 98,898 395,503 411,797 379,355
Cost of Sales (107,946) (102,286) (88,243) (96,869) (395,345) (410,446) (381,082)
-
Adj to Actual -
-------- -------- ------- ------- -------- -------- --------
Net Change 2,764 (1,332) (3,304) 2,030 158 1,351 (1,727)
-------- -------- ------- ------- -------- -------- --------
Ending Balance 25,399 24,067 20,763 22,793 22,793 24,144 22,417
======== ======== ======= ======= ======== ======== ========
Inventory Turns (Input) 17 17 17 17 17 17
Inventory Turns (Calculated)
105 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
------ ------ ------ ------ ------ ------
Inventory - Tooling (See tooling tab for detail)
Beginning Balance 13,467 12,473 13,067 18,710 17,614 17,605
Purchases - - - - - -
Cost of Sales (2,904) (2,362) (3,846) (3,351) (1,723) (2,672)
Other Adjustments (See tooling assumptions) - - - - - -
Adj to Actual 1,909 2,956 9,489 2,255 1,714 1,946
------- ------- ------- ------- ------- -------
Net Change (995) 595 5,643 (1,096) (9) (726)
------- ------- ------- ------- ------- -------
Ending Balance 12,473 13,067 18,710 17,614 17,605 16,879
======= ======= ======= ======= ======= =======
UNBILLED TOOLING REVENUE (See tooling tab for detail)
Beginning Balance (695) 8,265 8,861 9,802 11,330 12,362
Tooling Sales 3,241 3,595 4,988 2,511 1,718 3,189
Billed Tooling Revenue - - - - - -
Other Adjustments (See tooling assumptions) - - - - - -
Adj to Actual 5,718 (2,999) (4,047) (984) (685) (1,204)
------- ------- ------- ------- ------- -------
Net Change 8,960 596 941 1,527 1,033 1,985
------- ------- ------- ------- ------- -------
Ending Balance 8,265 8,861 9,802 11,330 12,362 14,347
======= ======= ======= ======= ======= =======
CURRENT DEFERRED TAX ASSET
Beginning Balance 8,585 8,585 8,585 9,862 9,862 9,862
Adj to Actual - - 1,277 - - (4,175)
------- ------- ------- ------- ------- -------
Net Change - - 1,277 - - (4,175)
------- ------- ------- ------- ------- -------
Ending Balance 8,585 8,585 9,862 9,862 9,862 5,687
======= ======= ======= ======= ======= =======
PREPAID AND OTHER CURRENT ASSETS
Beginning Balance 28,012 25,997 26,099 28,586 31,082 35,453
Adj to Actual (2,015) 102 2,487 2,496 4,371 (435)
------- ------- ------- ------- ------- -------
Net Change (2,015) 102 2,487 2,496 4,371 (435)
------- ------- ------- ------- ------- -------
Ending Balance 25,997 26,099 28,586 31,082 35,453 35,018
======= ======= ======= ======= ======= =======
PROPERTY PLANT & EQUIPMENT
Beginning Balance 375,966 376,329 376,668 377,509 375,863 376,316
Capex
Per Stremsterfer Model
WK
XK
Sale of Seabrook (See Rest. Assum. For Calc)
Additional Capex for New Business
Actual difference push forward
Adj to Actual 363 339 841 (1,646) 454 1,134
------- ------- ------- ------- ------- -------
Net Change 363 339 841 (1,646) 454 1,134
------- ------- ------- ------- ------- -------
Ending Balance 376,329 376,668 377,509 375,863 376,316 377,450
======= ======= ======= ======= ======= =======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ------ ----------
Inventory - Tooling (See tooling tab for detail)
Beginning Balance 16,879 15,882 15,007 15,559 16,488 18,800 13,467
Purchases - - - 1,299 1,013 (44) 2,267
Cost of Sales (3,009) (2,494) (4,763) (755) (1,091) (861) (29,831)
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual 2,011 1,619 5,315 386 2,390 4,017 36,008
------- ------- ------- ------- ------- ------- -------
Net Change (998) (875) 552 929 2,312 3,112 8,445
------- ------- ------- ------- ------- ------- -------
Ending Balance 15,882 15,007 15,559 16,488 18,800 21,912 21,912
======= ======= ======= ======= ======= ======= =======
UNBILLED TOOLING REVENUE (See tooling tab for detail)
Beginning Balance 14,347 15,106 16,387 11,672 12,071 12,594 (695)
Tooling Sales 3,723 2,986 5,681 168 1,433 1,608 34,841
Billed Tooling Revenue - - - - - - -
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual (2,964) (1,706) (10,396) 231 (910) (5,862) (25,807)
------- ------- ------- ------- ------- ------- -------
Net Change 759 1,281 (4,715) 399 523 (4,254) 9,035
------- ------- ------- ------- ------- ------- -------
Ending Balance 15,106 16,387 11,672 12,071 12,594 8,340 8,340
======= ======= ======= ======= ======= ======= =======
CURRENT DEFERRED TAX ASSET
Beginning Balance 5,687 5,687 5,687 6,797 6,797 6,797 8,585
-
-
-
Adj to Actual - - 1,110 - - - (1,787)
------- ------- ------- ------- ------- ------- -------
Net Change - - 1,110 - - - (1,787)
------- ------- ------- ------- ------- ------- -------
Ending Balance 5,687 5,687 6,797 6,797 6,797 6,797 6,797
======= ======= ======= ======= ======= ======= =======
PREPAID AND OTHER CURRENT ASSETS
Beginning Balance 35,018 33,542 33,701 33,702 31,299 30,772 28,012
-
-
-
Adj to Actual (1,476) 159 1 (2,404) (527) (2,031) 729
------- ------- ------- ------- ------- ------- -------
Net Change (1,476) 159 1 (2,404) (527) (2,031) 729
------- ------- ------- ------- ------- ------- -------
Ending Balance 33,542 33,701 33,702 31,299 30,772 28,741 28,741
======= ======= ======= ======= ======= ======= =======
PROPERTY PLANT & EQUIPMENT
Beginning Balance 377,450 377,785 378,413 379,780 380,772 385,654 375,966
Capex -
Per Stremsterfer Model 469 1,001 1,242 2,713
WK 1,500 2,600 2,600 6,700
XK -
Sale of Seabrook (See Rest. Assum. For Calc) -
Additional Capex for New Business -
Actual difference push forward -
-
-
-
Adj to Actual 335 628 1,367 (977) 1,280 (1,713) 2,404
------- ------- ------- ------- ------- ------- -------
Net Change 335 628 1,367 992 4,881 2,129 11,817
------- ------- ------- ------- ------- ------- -------
Ending Balance 377,785 378,413 379,780 380,772 385,654 387,783 387,783
======= ======= ======= ======= ======= ======= =======
106 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
INVENTORY - TOOLING (See tooling tab for detail)
Beginning Balance 21,912 23,803 24,312 20,818 23,225 21,324 24,307
Purchases 2,094 125 2,561 2,941 453 3,441 16,504
Cost of Sales (1,440) (2,728) (5,169) (535) (2,354) (459) (12,949)
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual 1,238 3,112 (885) - - - -
------ ------ ------ ------ ------ ------ ------
Net Change 1,891 509 (3,494) 2,407 (1,901) 2,982 3,555
------ ------ ------ ------ ------ ------ ------
Ending Balance 23,803 24,312 20,818 23,225 21,324 24,307 27,862
====== ====== ====== ====== ====== ====== ======
UNBILLED TOOLING REVENUE (See tooling tab for detail)
Beginning Balance 8,340 8,077 9,813 10,208 8,763 3,672 2,912
Tooling Sales 1,813 2,734 6,089 352 2,777 250 12,688
Billed Tooling Revenue - - - (1,797) (7,867) (1,009) (2,858)
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual (2,077) (998) (5,694) - - - -
------ ------ ------ ------ ------ ------ ------
Net Change (263) 1,736 395 (1,445) (5,091) (759) 9,830
------ ------ ------ ------ ------ ------ ------
Ending Balance 8,077 9,813 10,208 8,763 3,672 2,912 12,742
====== ====== ====== ====== ====== ====== ======
CURRENT DEFERRED TAX ASSET
Beginning Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797
Adj to Actual - - - - - - -
------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797
====== ====== ====== ====== ====== ====== ======
PREPAID AND OTHER CURRENT ASSETS
Beginning Balance 28,741 28,111 27,253 28,677 28,677 28,677 28,677
Adj to Actual (630) (858) 1,424 - - - -
------ ------ ------ ------ ------ ------ ------
Net Change (630) (858) 1,424 - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 28,111 27,253 28,677 28,677 28,677 28,677 28,677
====== ====== ====== ====== ====== ====== ======
PROPERTY PLANT & EQUIPMENT
Beginning Balance 387,783 389,322 392,056 394,495 399,342 403,720 407,052
Capex
Per Stremsterfer Model 1,585 1,401 1,638 706 1,236 190 -
WK 4,086 2,086 2,086 2,086 1,086 1,086 -
XK
Sale of Seabrook (See Rest. Assum. For Calc)
Additional Capex for New Business 500
Actual difference push forward 2,056 2,056 2,056
Adj to Actual (4,132) (752) (1,285) - - - -
------- ------- ------- ------- ------- ------- -------
Net Change 1,539 2,734 2,439 4,848 4,378 3,332 500
------- ------- ------- ------- ------- ------- -------
Ending Balance 389,322 392,056 394,495 399,342 403,720 407,052 407,552
======= ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
INVENTORY - TOOLING (See tooling tab for detail)
Beginning Balance 27,862 28,603 29,022 31,766 33,060 21,912
Purchases 3,358 877 3,202 3,648 938 40,143
Cost of Sales (2,617) (459) (459) (2,354) (8,709) (40,230)
Other Adjustments (See tooling assumptions) - - - - - -
Adj to Actual 3,464
------ ------ ------ ------ ------ ------
Net Change 741 419 2,744 1,294 (7,771) 3,377
------ ------ ------ ------ ------ ------
Ending Balance 28,603 29,022 31,766 33,060 25,289 25,289
====== ====== ====== ====== ====== ======
UNBILLED TOOLING REVENUE (See tooling tab for detail)
Beginning Balance 12,742 12,605 12,403 12,403 14,930 8,340
Tooling Sales 3,128 250 250 2,777 11,250 44,358
Billed Tooling Revenue (3,265) (452) (250) (250) (4,233) (21,983)
Other Adjustments (See tooling assumptions) - - - - - -
Adj to Actual (8,768)
------ ------ ------ ------ ------ ------
Net Change (137) (202) - 2,527 7,017 13,607
------ ------ ------ ------ ------ ------
Ending Balance 12,605 12,403 12,403 14,930 21,947 21,947
====== ====== ====== ====== ====== ======
CURRENT DEFERRED TAX ASSET
Beginning Balance 6,797 6,797 6,797 6,797 6,797 6,797
-
-
-
Adj to Actual - -
------ ------ ------ ------ ------ ------
Net Change - - - - - -
------ ------ ------ ------ ------ ------
Ending Balance 6,797 6,797 6,797 6,797 6,797 6,797
====== ====== ====== ====== ====== ======
PREPAID AND OTHER CURRENT ASSETS
Beginning Balance 28,677 28,677 28,677 28,677 28,677 28,741
-
-
-
Adj to Actual - (63)
------ ------ ------ ------ ------ ------
Net Change - - - - - (63)
------ ------ ------ ------ ------ ------
Ending Balance 28,677 28,677 28,677 28,677 28,677 28,677
====== ====== ====== ====== ====== ======
PROPERTY PLANT & EQUIPMENT
Beginning Balance 407,552 407,552 407,602 407,602 407,602 387,783
Capex -
Per Stremsterfer Model - 50 - - 2,550 9,356
WK - - - - - 12,513
XK -
Sale of Seabrook (See Rest. Assum. For Calc) -
Additional Capex for New Business 500
Actual difference push forward 6,169
-
-
-
Adj to Actual - - - (6,169)
------- ------- ------- ------- ------- -------
Net Change - 50 - - 2,550 22,369
------- ------- ------- ------- ------- -------
Ending Balance 407,552 407,602 407,602 407,602 410,152 410,152
======= ======= ======= ======= ======= =======
107 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06
------ ------ ------ ------ ---------- ------ ------
INVENTORY - TOOLING (See tooling tab for detail)
Beginning Balance 25,289 27,770 34,092 36,638 25,289 29,839 38,285
Purchases 8,169 11,792 14,558 7,036 41,555 10,777 2,467
Cost of Sales (5,688) (5,470) (12,012) (13,836) (37,006) (2,331) (15,365)
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual -
------ ------ ------ ------ ------ ------ ------
Net Change 2,480 6,322 2,546 (6,800) 4,549 8,446 (12,898)
------ ------ ------ ------ ------ ------ ------
Ending Balance 27,770 34,092 36,638 29,839 29,839 38,285 25,387
====== ====== ====== ====== ====== ====== ======
UNBILLED TOOLING REVENUE (See tooling tab for detail)
Beginning Balance 21,947 16,660 18,694 18,694 21,947 32,643 8,143
Tooling Sales 6,500 5,150 11,692 16,960 40,303 2,000 19,305
Billed Tooling Revenue (11,787) (3,116) (11,692) (3,010) (29,606) (26,500) -
Other Adjustments (See tooling assumptions) - - - - - - -
Adj to Actual -
------ ------ ------ ------ ------ ------ ------
Net Change (5,287) 2,034 - 13,950 10,697 (24,500) 19,305
------ ------ ------ ------ ------ ------ ------
Ending Balance 16,660 18,694 18,694 32,643 32,643 8,143 27,448
====== ====== ====== ====== ====== ===== ======
CURRENT DEFERRED TAX ASSET
Beginning Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797
-
-
-
Adj to Actual -
------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 6,797 6,797 6,797 6,797 6,797 6,797 6,797
====== ====== ====== ====== ====== ====== ======
PREPAID AND OTHER CURRENT ASSETS
Beginning Balance 28,677 28,677 28,677 28,677 28,677 28,677 28,677
-
-
-
Adj to Actual -
------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 28,677 28,677 28,677 28,677 28,677 28,677 28,677
====== ====== ====== ====== ====== ====== ======
PROPERTY PLANT & EQUIPMENT
Beginning Balance 410,152 418,615 423,077 427,540 410,152 432,002 436,465
Capex -
Per Stremsterfer Model 3,213 3,213 3,213 3,213 12,850 3,213 3,213
WK 1,250 1,250 1,250 1,250 5,000 1,250 1,250
XK 4,000 4,000
Sale of Seabrook (See Rest. Assum. For Calc) -
Additional Capex for New Business - 20,000
Actual difference push forward -
-
-
-
Adj to Actual -
------- ------- ------- ------- ------- ------- -------
Net Change 8,463 4,463 4,463 4,463 21,850 4,463 24,463
------- ------- ------- ------- ------- ------- -------
Ending Balance 418,615 423,077 427,540 432,002 432,002 436,465 460,927
======= ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST
SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ---------- ---------- ----------
INVENTORY - TOOLING (See tooling tab for detail)
Beginning Balance 25,387 28,018 29,839 17,544 16,126
Purchases 5,721 1,589 20,555 29,452 29,959
Cost of Sales (3,090) (12,063) (32,850) (30,870) (30,718)
Other Adjustments (See tooling assumptions) - - - - -
Adj to Actual -
------ ------ ------ ------ ------
Net Change 2,631 (10,474) (12,295) (1,418) (759)
------ ------ ------ ------ ------
Ending Balance 28,018 17,544 17,544 16,126 15,367
====== ====== ====== ====== ======
UNBILLED TOOLING REVENUE (See tooling tab for detail)
Beginning Balance 27,448 10,343 32,643 25,343 25,643
Tooling Sales 3,000 15,000 39,305 36,700 36,500
Billed Tooling Revenue (20,105) - (46,605) (36,400) (36,500)
Other Adjustments (See tooling assumptions) - - - - -
Adj to Actual -
------ ------ ------ ------ ------
Net Change (17,105) 15,000 (7,300) 300 -
------ ------ ------ ------ ------
Ending Balance 10,343 25,343 25,343 25,643 25,643
====== ====== ====== ====== ======
CURRENT DEFERRED TAX ASSET
Beginning Balance 6,797 6,797 6,797 6,797 6,797
-
-
-
Adj to Actual -
------ ------ ------ ------ ------
Net Change - - - - -
------ ------ ------ ------ ------
Ending Balance 6,797 6,797 6,797 6,797 6,797
====== ====== ====== ====== ======
PREPAID AND OTHER CURRENT ASSETS
Beginning Balance 28,677 28,677 28,677 28,677 28,677
-
-
-
Adj to Actual -
------ ------ ------ ------ ------
Net Change - - - - -
------ ------ ------ ------ ------
Ending Balance 28,677 28,677 28,677 28,677 28,677
====== ====== ====== ====== ======
PROPERTY PLANT & EQUIPMENT
Beginning Balance 460,927 465,390 432,002 469,852 487,702
Capex -
Per Stremsterfer Model 3,213 3,213 12,850 12,850 12,850
WK 1,250 1,250 5,000 5,000 5,000
XK -
Sale of Seabrook (See Rest. Assum. For Calc) -
Additional Capex for New Business 20,000
Actual difference push forward -
-
-
-
Adj to Actual -
------- ------- ------- ------- -------
Net Change 4,463 4,463 37,850 17,850 17,850
------- ------- ------- ------- -------
Ending Balance 465,390 469,852 469,852 487,702 505,552
======= ======= ======= ======= =======
108 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
ACCUMULATED DEPRECIATION
Beginning Balance (215,353) (217,838) (220,270) (223,002) (225,464) (227,935) (230,238)
Depreciation (2,774) (2,729) (3,035) (2,829) (2,717) (2,620) (2,579)
Adj to Actual 289 297 304 367 246 317 378
-------- -------- -------- -------- -------- -------- --------
Net Change (2,485) (2,432) (2,731) (2,462) (2,471) (2,303) (2,201)
-------- -------- -------- -------- -------- -------- --------
Ending Balance (217,838) (220,270) (223,002) (225,464) (227,935) (230,238) (232,439)
======== ======== ======== ======== ======== ======== ========
GOODWILL (NET)
Beginning Balance 44,219 44,219 44,219 44,219 44,219 44,219 44,219
Amortization
Adj to Actual - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 44,219 44,219 44,219 44,219 44,219 44,219 44,219
======== ======== ======== ======== ======== ======== ========
OTHER INTANGIBLE ASSETS
Beginning Balance 9,044 8,854 8,651 8,448 8,286 8,088 7,891
Amortization (189) (203) (203) (162) (197) (197) (197)
Adj to Actual (0) 0 0 (0) 0 0 -
-------- -------- -------- -------- -------- -------- --------
Net Change (189) (203) (203) (162) (197) (197) (197)
-------- -------- -------- -------- -------- -------- --------
Ending Balance 8,854 8,651 8,448 8,286 8,088 7,891 7,694
======== ======== ======== ======== ======== ======== ========
NONCURRENT DEFERRED TAX ASSET
Beginning Balance 10,047 11,947 14,647 11,874 12,329 12,599 18,502
Deferred Tax Benefit
Tax Payable
Adj to Actual 1,900 2,700 (2,773) 455 270 5,903 525
------ ------ ------ ------ ------ ------ ------
Net Change 1,900 2,700 (2,773) 455 270 5,903 525
------ ------ ------ ------ ------ ------ ------
Ending Balance 11,947 14,647 11,874 12,329 12,599 18,502 19,027
====== ====== ====== ====== ====== ====== ======
NONCURRENT RECEIVABLE - VSE
Beginning Balance - 5,934 3,759 3,759 3,759 3,759 3,759
Adj to Actual 5,934 (2,175) - - - - -
------ ------ ------ ------ ------ ------ ------
Net Change 5,934 (2,175) - - - - -
----- ----- ----- ----- ----- ----- -----
Ending Balance 5,934 3,759 3,759 3,759 3,759 3,759 3,759
===== ===== ===== ===== ===== ===== =====
NONCURRENT RECEIVABLE - DELUXE
Beginning Balance - 11,064 11,064 11,064 11,064 11,064 11,064
Adj to Actual 11,064 - - - - - -
------ ------ ------ ------ ------ ------ ------
Net Change 11,064 - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064
====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
ACCUMULATED DEPRECIATION
Beginning Balance (232,439) (234,698) (237,007) (239,183) (241,480) (215,353)
Depreciation (2,473) (2,495) (2,432) (2,586) (959) (30,229)
-
-
Adj to Actual 214 186 256 289 865 4,009
-------- -------- -------- -------- -------- --------
Net Change (2,260) (2,309) (2,176) (2,297) (94) (26,220)
-------- -------- -------- -------- -------- --------
Ending Balance (234,698) (237,007) (239,183) (241,480) (241,574) (241,574)
======== ======== ======== ======== ======== ========
GOODWILL (NET)
Beginning Balance 44,219 44,219 44,219 44,219 44,219 44,219
Amortization -
-
-
Adj to Actual - - - - (44,219) (44,219)
-------- -------- -------- -------- -------- --------
Net Change - - - - (44,219) (44,219)
-------- -------- -------- -------- -------- --------
Ending Balance 44,219 44,219 44,219 44,219 - -
======== ======== ======== ======== ======== ========
OTHER INTANGIBLE ASSETS
Beginning Balance 7,694 9,537 9,337 9,297 8,984 9,044
Amortization (194) (194) (12) (284) (147) (2,182)
-
-
Adj to Actual 2,038 (6) (28) (28) (178) 1,797
-------- -------- -------- -------- -------- --------
Net Change 1,843 (200) (41) (312) (326) (385)
-------- -------- -------- -------- -------- --------
Ending Balance 9,537 9,337 9,297 8,984 8,658 8,658
======== ======== ======== ======== ======== ========
NONCURRENT DEFERRED TAX ASSET
Beginning Balance 19,027 19,552 20,530 21,530 21,793 10,047
Deferred Tax Benefit -
Tax Payable -
-
Adj to Actual 525 978 1,000 263 (11,876) (130)
-------- -------- -------- -------- -------- --------
Net Change 525 978 1,000 263 (11,876) (130)
-------- -------- -------- -------- -------- --------
Ending Balance 19,552 20,530 21,530 21,793 9,917 9,917
======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - VSE
Beginning Balance 3,759 3,759 3,759 3,759 3,759 -
-
-
-
Adj to Actual - - - - - 3,759
-------- -------- -------- -------- -------- --------
Net Change - - - - - 3,759
-------- -------- -------- -------- -------- --------
Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759
======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - DELUXE
Beginning Balance 11,064 11,064 11,064 11,064 11,064 -
-
-
-
Adj to Actual - - - - - 11,064
-------- -------- -------- -------- -------- --------
Net Change - - - - - 11,064
-------- -------- -------- -------- -------- --------
Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064
======== ======== ======== ======== ======== ========
109 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
ACCUMULATED DEPRECIATION
Beginning Balance (241,574) (243,545) (245,525) (247,571) (249,955) (252,347) (254,750)
Depreciation (2,190) (2,181) (2,230) (2,383) (2,392) (2,402) (2,361)
Adj to Actual 219 201 183 - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change (1,971) (1,980) (2,047) (2,383) (2,392) (2,402) (2,361)
-------- -------- -------- -------- -------- -------- --------
Ending Balance (243,545) (245,525) (247,571) (249,955) (252,347) (254,750) (257,111)
======== ======== ======== ======== ======== ======== ========
GOODWILL (NET)
Beginning Balance - - - - - - -
Amortization
Adj to Actual - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance - - - - - - -
======== ======== ======== ======== ======== ======== ========
OTHER INTANGIBLE ASSETS
Beginning Balance 8,658 8,483 8,308 8,132 7,956 7,780 7,604
Amortization (177) (177) (176) (176) (176) (176) (176)
Adj to Actual 1 1 0 - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change (175) (175) (175) (176) (176) (176) (176)
-------- -------- -------- -------- -------- -------- --------
Ending Balance 8,483 8,308 8,132 7,956 7,780 7,604 7,427
======== ======== ======== ======== ======== ======== ========
NONCURRENT DEFERRED TAX ASSET
Beginning Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917
Deferred Tax Benefit
Tax Payable
Adj to Actual - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917
======== ======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - VSE
Beginning Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759
Adj to Actual - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759
======== ======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - DELUXE
Beginning Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064
Adj to Actual - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064
======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
ACCUMULATED DEPRECIATION
Beginning Balance (257,111) (259,416) (261,722) (264,031) (266,340) (241,574)
Depreciation (2,306) (2,306) (2,309) (2,309) (2,310) (27,678)
-
-
Adj to Actual - - 602
-------- -------- -------- -------- -------- --------
Net Change (2,306) (2,306) (2,309) (2,309) (2,310) (27,076)
-------- -------- -------- -------- -------- --------
Ending Balance (259,416) (261,722) (264,031) (266,340) (268,650) (268,650)
======== ======== ======== ======== ======== ========
GOODWILL (NET)
Beginning Balance - - - - - -
Amortization -
-
-
Adj to Actual - - -
-------- -------- -------- -------- -------- --------
Net Change - - - - - -
-------- -------- -------- -------- -------- --------
Ending Balance - - - - - -
======== ======== ======== ======== ======== ========
OTHER INTANGIBLE ASSETS
Beginning Balance 7,427 7,251 7,075 6,899 6,723 8,658
Amortization (176) (176) (176) (176) (176) (2,115)
-
-
Adj to Actual - - 2
-------- -------- -------- -------- -------- --------
Net Change (176) (176) (176) (176) (176) (2,112)
-------- -------- -------- -------- -------- --------
Ending Balance 7,251 7,075 6,899 6,723 6,546 6,546
======== ======== ======== ======== ======== ========
NONCURRENT DEFERRED TAX ASSET
Beginning Balance 9,917 9,917 9,917 9,917 9,917 9,917
Deferred Tax Benefit -
Tax Payable -
Adj to Actual -
Net Change - - - - - -
-------- -------- -------- -------- -------- --------
Ending Balance 9,917 9,917 9,917 9,917 9,917 9,917
======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - VSE
Beginning Balance 3,759 3,759 3,759 3,759 3,759 3,759
Adj to Actual - -
-------- -------- -------- -------- -------- --------
Net Change - - - - - -
-------- -------- -------- -------- -------- --------
Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759
======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - DELUXE
Beginning Balance 11,064 11,064 11,064 11,064 11,064 11,064
-
-
-
Adj to Actual - -
-------- -------- -------- -------- -------- --------
Net Change - - - - - -
-------- -------- -------- -------- -------- --------
Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064
======== ======== ======== ======== ======== ========
110 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06
------ ------ ------ ------ ---------- ------ ------
ACCUMULATED DEPRECIATION
Beginning Balance (268,650) (275,172) (281,695) (288,217) (268,650) (294,739) (301,047)
Depreciation (6,522) (6,522) (6,522) (6,522) (26,090) (6,308) (6,308)
-
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- --------
Net Change (6,522) (6,522) (6,522) (6,522) (26,090) (6,308) (6,308)
-------- -------- -------- -------- -------- -------- --------
Ending Balance (275,172) (281,695) (288,217) (294,739) (294,739) (301,047) (307,355)
======== ======== ======== ======== ======== ======== ========
GOODWILL (NET)
Beginning Balance - - - - - - -
Amortization -
-
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance - - - - - - -
======== ======== ======== ======== ======== ======== ========
OTHER INTANGIBLE ASSETS
Beginning Balance 6,546 6,054 5,561 5,069 6,546 4,576 4,121
Amortization (492) (492) (492) (492) (1,970) (456) (456)
-
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- --------
Net Change (492) (492) (492) (492) (1,970) (456) (456)
-------- -------- -------- -------- -------- -------- --------
Ending Balance 6,054 5,561 5,069 4,576 4,576 4,121 3,665
======== ======== ======== ======== ======== ======== ========
NONCURRENT DEFERRED TAX ASSET
Beginning Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917
Deferred Tax Benefit -
Tax Payable -
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 9,917 9,917 9,917 9,917 9,917 9,917 9,917
======== ======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - VSE
Beginning Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759
-
-
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 3,759 3,759 3,759 3,759 3,759 3,759 3,759
======== ======== ======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - DELUXE
Beginning Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064
-
-
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- --------
Net Change - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Ending Balance 11,064 11,064 11,064 11,064 11,064 11,064 11,064
======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST F'CAST
SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ---------- ---------- ----------
Accumulated Depreciation
Beginning Balance (307,355) (313,663) (294,739) (319,971) (344,854)
Depreciation (6,308) (6,308) (25,232) (24,882) (24,429)
-
-
Adj to Actual -
-------- -------- -------- -------- --------
Net Change (6,308) (6,308) (25,232) (24,882) (24,429)
-------- -------- -------- -------- --------
Ending Balance (313,663) (319,971) (319,971) (344,854) (369,282)
======== ======== ======== ======== ========
GOODWILL (NET)
Beginning Balance - - - - -
Amortization -
-
-
Adj to Actual -
-------- -------- -------- -------- --------
Net Change - - - - -
-------- -------- -------- -------- --------
Ending Balance - - - - -
======== ======== ======== ======== ========
OTHER INTANGIBLE ASSETS
Beginning Balance 3,665 3,210 4,576 2,754 1,886
Amortization (456) (456) (1,822) (869) (349)
-
-
Adj to Actual -
-------- -------- -------- -------- --------
Net Change (456) (456) (1,822) (869) (349)
-------- -------- -------- -------- --------
Ending Balance 3,210 2,754 2,754 1,886 1,536
======== ======== ======== ======== ========
NONCURRENT DEFERRED TAX ASSET
Beginning Balance 9,917 9,917 9,917 9,917 9,917
Deferred Tax Benefit -
Tax Payable -
-
Adj to Actual -
-------- -------- -------- -------- --------
Net Change - - - - -
-------- -------- -------- -------- --------
Ending Balance 9,917 9,917 9,917 9,917 9,917
======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - VSE
Beginning Balance 3,759 3,759 3,759 3,759 3,759
-
-
-
Adj to Actual -
-------- -------- -------- -------- --------
Net Change - - - - -
-------- -------- -------- -------- --------
Ending Balance 3,759 3,759 3,759 3,759 3,759
======== ======== ======== ======== ========
NONCURRENT RECEIVABLE - DELUXE
Beginning Balance 11,064 11,064 11,064 11,064 11,064
-
-
-
Adj to Actual -
-------- -------- -------- -------- --------
Net Change - - - - -
-------- -------- -------- -------- --------
Ending Balance 11,064 11,064 11,064 11,064 11,064
======== ======== ======== ======== ========
111 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
NONCURRENT RECEIVABLE - AUSTRALIA
Beginning Balance - 14,010 14,010 14,010 14,010 14,010 14,010
Portion becoming current
Adj to Actual 14,010 - - - - - -
------ ------ ------ ------ ------ ------ ------
Net Change 14,010 - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010 14,010
====== ====== ====== ====== ====== ====== ======
OTHER NONCURRENT ASSETS
Beginning Balance 65,617 33,756 32,764 31,785 30,735 29,630 28,482
Amortization of Financing Cost (412) (447) (550) (451) (438) (559) (458)
Adj to Actual (31,449) (545) (429) (599) (667) (590) 423
------ ------ ------ ------ ------ ------ ------
Net Change (31,861) (991) (979) (1,050) (1,105) (1,148) (35)
------ ------ ------ ------ ------ ------ ------
Ending Balance 33,756 32,764 31,785 30,735 29,630 28,482 28,447
====== ====== ====== ====== ====== ====== ======
INVESTMENT IN SUBSIDIARIES
Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761
Adj to Actual (0) - - - - - -
------ ------ ------ ------ ------ ------ ------
Net Change (0) - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761
====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
NONCURRENT RECEIVABLE - AUSTRALIA
Beginning Balance 14,010 14,010 14,010 14,010 14,010 -
Portion becoming current -
-
-
Adj to Actual - - - - - 14,010
------ ------ ------ ------ ------ ------
Net Change - - - - - 14,010
------ ------ ------ ------ ------ ------
Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010
====== ====== ====== ====== ====== ======
OTHER NONCURRENT ASSETS
Beginning Balance 28,447 28,034 26,855 26,332 22,883 65,617
Amortization of Financing Cost (454) (548) (454) (451) (605) (5,826)
-
-
Adj to Actual 41 (631) (70) (2,998) (1,204) (38,716)
------ ------ ------ ------ ------ ------
Net Change (413) (1,179) (523) (3,449) (1,809) (44,542)
------ ------ ------ ------ ------ ------
Ending Balance 28,034 26,855 26,332 22,883 21,075 21,075
====== ====== ====== ====== ====== ======
INVESTMENT IN SUBSIDIARIES
Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761
-
-
-
Adj to Actual - - - - - (0)
------ ------ ------ ------ ------ ------
Net Change - - - - - (0)
------ ------ ------ ------ ------ ------
Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761
====== ====== ====== ====== ====== ======
112 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
------ ------ ------ ------ ------ ------
NONCURRENT RECEIVABLE - AUSTRALIA
Beginning Balance 14,010 14,010 14,010 14,010 14,010 14,010
Portion becoming current - - - - - -
Adj to Actual - - - - - -
------ ------ ------ ------ ------ ------
Net Change - - - - - -
------ ------ ------ ------ ------ ------
Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010
====== ====== ====== ====== ====== ======
OTHER NONCURRENT ASSETS
Beginning Balance 21,075 20,084 19,234 17,679 17,193 16,707
Amortization of Financing Cost (454) (447) (556) (486) (486) (486)
Adj to Actual (537) (402) (999) - - -
------ ------ ------ ------ ------ ------
Net Change (991) (849) (1,556) (486) (486) (486)
------ ------ ------ ------ ------ ------
Ending Balance 20,084 19,234 17,679 17,193 16,707 16,222
====== ====== ====== ====== ====== ======
INVESTMENT IN SUBSIDIARIES
Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761
Adj to Actual - - - - - -
------ ------ ------ ------ ------ ------
Net Change - - - - - -
------ ------ ------ ------ ------ ------
Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761
====== ====== ====== ====== ====== ======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ------ ----------
NONCURRENT RECEIVABLE - AUSTRALIA
Beginning Balance 14,010 14,010 14,010 14,010 14,010 14,010 14,010
Portion becoming current - - - - - - -
-
-
Adj to Actual - - - -
------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 14,010 14,010 14,010 14,010 14,010 14,010 14,010
====== ====== ====== ====== ====== ====== ======
OTHER NONCURRENT ASSETS
Beginning Balance 16,222 15,736 15,250 14,765 14,279 13,793 21,075
Amortization of Financing Cost (486) (486) (486) (486) (486) (486) (5,828)
-
-
Adj to Actual - - (1,939)
------ ------ ------ ------ ------ ------ ------
Net Change (486) (486) (486) (486) (486) (486) (7,767)
------ ------ ------ ------ ------ ------ ------
Ending Balance 15,736 15,250 14,765 14,279 13,793 13,308 13,308
====== ====== ====== ====== ====== ====== ======
INVESTMENT IN SUBSIDIARIES
Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761
-
-
-
Adj to Actual - - - -
------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - -
------ ------ ------ ------ ------ ------ ------
Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761 3,761
====== ====== ====== ====== ====== ====== ======
113 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06
------ ------ ------ ------ ---------- ------
NONCURRENT RECEIVABLE - AUSTRALIA
Beginning Balance 14,010 7,598 7,598 7,598 14,010 7,598
Portion becoming current (6,412) - - - (6,412) -
-
-
Adj to Actual -
------ ----- ----- ----- ------ -----
Net Change (6,412) - - - (6,412) -
------ ----- ----- ----- ------ -----
Ending Balance 7,598 7,598 7,598 7,598 7,598 7,598
====== ===== ===== ===== ===== =====
OTHER NONCURRENT ASSETS
Beginning Balance 13,308 11,851 10,394 8,937 13,308 7,480
Amortization of Financing Cost (1,457) (1,457) (1,457) (1,457) (5,828) (1,457)
-
-
Adj to Actual -
------ ----- ----- ----- ------ -----
Net Change (1,457) (1,457) (1,457) (1,457) (5,828) (1,457)
------ ----- ----- ----- ------ -----
Ending Balance 11,851 10,394 8,937 7,480 7,480 6,023
====== ====== ===== ===== ===== =====
INVESTMENT IN SUBSIDIARIES
Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761
-
-
-
Adj to Actual -
------ ----- ----- ----- ------ -----
Net Change - - - - - -
------ ----- ----- ----- ------ -----
Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761
====== ====== ===== ===== ===== =====
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ---------- ---------- ----------
NONCURRENT RECEIVABLE - AUSTRALIA
Beginning Balance 7,598 7,598 7,598 7,598 7,598 7,598
Portion becoming current - - - - - -
-
-
Adj to Actual -
----- ----- ----- ----- ----- -----
Net Change - - - - - -
----- ----- ----- ----- ----- -----
Ending Balance 7,598 7,598 7,598 7,598 7,598 7,598
===== ===== ===== ===== ===== =====
OTHER NONCURRENT ASSETS
Beginning Balance 6,023 4,566 3,109 7,480 1,652 (4,176)
Amortization of Financing Cost (1,457) (1,457) (1,457) (5,828) (5,828) (5,828)
-
-
Adj to Actual -
----- ----- ----- ----- ----- -----
Net Change (1,457) (1,457) (1,457) (5,828) (5,828) (5,828)
----- ----- ----- ----- ----- -----
Ending Balance 4,566 3,109 1,652 1,652 (4,176) (10,003)
===== ===== ===== ===== ====== =======
INVESTMENT IN SUBSIDIARIES
Beginning Balance 3,761 3,761 3,761 3,761 3,761 3,761
-
-
-
Adj to Actual -
----- ----- ----- ----- ----- -----
Net Change - - - - - -
----- ----- ----- ----- ----- -----
Ending Balance 3,761 3,761 3,761 3,761 3,761 3,761
===== ===== ===== ===== ====== =======
114 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
------ ------ ------ ------ ------ ------
LIABILITIES
ACCOUNTS PAYABLE - POST PETITION
Beginning Balance - - - - 10,671 11,118
Purchases 21,752 22,303 26,514
Disbursements:
Tooling Deposits
Cash Payments
------ ------ ------ ------ ------ ------
- - - - - -
------ ------ ------ ------ ------ ------
Adj to Actual - - - (11,081) (21,856) (28,994)
------ ------ ------ ------ ------ ------
Net Change - - - 10,671 447 (2,480)
------ ------ ------ ------ ------ ------
Ending Balance - - - 10,671 11,118 8,637
====== ====== ====== ====== ====== ======
Days Payable (Input) - - - - - -
ACCOUNTS PAYABLE - PRE-PETITION
Beginning Balance 62,202 67,515 64,840 68,565 68,565 68,565
Purchases 17,484 24,419 32,186
Payments:
Convenience Writeoff
Restructure
Cash Payments
------ ------ ------ ------ ------ ------
- - - - - -
------ ------ ------ ------ ------ ------
Adj to Actual (12,171) (27,095) (28,460) - - -
------ ------ ------ ------ ------ ------
Net Change 5,313 (2,676) 3,726 - - -
------ ------ ------ ------ ------ ------
Ending Balance 67,515 64,840 68,565 68,565 68,565 68,565
====== ====== ====== ====== ====== ======
Convenience Amount
ACCRUED INTEREST (See debt assumptions tab for calculations)
Beginning Balance 26,646 32,744 36,202 40,503 40,441 40,529
Interest Expense 6,852 6,400 7,085 2,820 2,810 3,445
Interest Expense Paid (2,048) (2,048) (2,041) (2,041) (2,042) (2,042)
OEM Quickpay Discount Paid (635) (893) (884) (723) (692) (908)
DIP/Revolver Paid - - - - - -
Reclass Bond Interest
Restructured Interest PIK
Accrued Term Interest Paid
Adj to Actual 1,929 (1) 141 (118) 12 (169)
------ ------ ------ ------ ------ ------
Net Change 6,099 3,458 4,301 (63) 88 326
------ ------ ------ ------ ------ ------
Ending Balance 32,744 36,202 40,503 40,441 40,529 40,854
====== ====== ====== ====== ====== ======
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ------ ----------
LIABILITIES
ACCOUNTS PAYABLE - POST PETITION
Beginning Balance 8,637 8,333 3,579 7,658 5,633 6,535 -
-
Purchases 12,965 15,818 24,219 17,431 18,417 20,623 180,041
-
Disbursements: -
Tooling Deposits -
Cash Payments (17,431) (18,417) (20,623) (56,471)
------ ------ ------ ------ ------ ------ ------
- - - (17,431) (18,417) (20,623) (56,471)
------ ------ ------ ------ ------ ------ ------
-
Adj to Actual (13,269) (20,573) (20,140) (2,025) 902 (1,909) (118,944)
------ ------ ------ ------ ------ ------ --------
Net Change (304) (4,755) 4,079 (2,025) 902 (1,909) 4,626
------ ------ ------ ------ ------ ------ ------
Ending Balance 8,333 3,579 7,658 5,633 6,535 4,626 4,626
====== ====== ====== ====== ====== ====== ======
Days Payable (Input) - - - - - -
ACCOUNTS PAYABLE - PRE-PETITION
Beginning Balance 68,565 68,565 68,565 68,565 68,565 68,565 62,202
-
Purchases 74,089
Payments: -
Convenience Writeoff -
Restructure -
Cash Payments (2,000) (2,000)
------ ------ ------ ------ ------ ------ ------
- - - (2,000) - - (2,000)
------ ------ ------ ------ ------ ------ ------
-
Adj to Actual - - - 2,000 - - (65,725)
------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - 6,363
------ ------ ------ ------ ------ ------ ------
Ending Balance 68,565 68,565 68,565 68,565 68,565 68,565 68,565
====== ====== ====== ====== ====== ====== ======
Convenience Amount
ACCRUED INTEREST (See debt assumptions tab for calculations)
Beginning Balance 40,854 40,442 40,386 40,470 40,517 42,504 26,646
Interest Expense 2,284 2,156 3,116 2,807 2,938 2,780 45,493
Interest Expense Paid (2,042) (2,043) (2,043) - - - (18,389)
OEM Quickpay Discount Paid (561) (568) (641) (644) (779) (581) (8,509)
DIP/Revolver Paid - - - - - - -
Reclass Bond Interest -
Restructured Interest PIK -
Accrued Term Interest Paid -
-
-
Adj to Actual (93) 399 (348) (2,116) (172) (166) (704)
------ ------ ------ ------ ------ ------ ------
Net Change (413) (56) 84 47 1,987 2,033 17,890
------ ------ ------ ------ ------ ------ ------
Ending Balance 40,442 40,386 40,470 40,517 42,504 44,536 44,536
====== ====== ====== ====== ====== ====== ======
115 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
------ ------ ------ ------ ------ ------
LIABILITIES
ACCOUNTS PAYABLE - POST PETITION
Beginning Balance 4,626 4,791 8,383 6,095 11,081 11,097
Purchases 14,547 20,290 27,108 19,086 20,392 22,718
Disbursements:
Tooling Deposits
Cash Payments (14,547) (16,372) (25,166) (14,100) (20,375) (23,450)
------- ------- ------- ------- ------- -------
(14,547) (16,372) (25,166) (14,100) (20,375) (23,450)
------- ------- ------- ------- ------- -------
Adj to Actual 165 (327) (4,229) - - -
------- ------- ------- ------- ------- -------
Net Change 165 3,592 (2,288) 4,986 17 (732)
------- ------- ------- ------- ------- -------
Ending Balance 4,791 8,383 6,095 11,081 11,097 10,366
======= ======= ======= ======= ======= =======
Days Payable (Input) - 15 15 15 15 15
ACCOUNTS PAYABLE - PRE-PETITION
Beginning Balance 68,565 68,565 68,565 68,565 68,565 68,565
Purchases
Payments:
Convenience Writeoff -
Restructure (68,565)
Cash Payments
------- ------- ------- ------- ------- -------
- - - - - (68,565)
------- ------- ------- ------- ------- -------
Adj to Actual 0 - - - - -
------- ------- ------- ------- ------- -------
Net Change 0 - - - - (68,565)
------- ------- ------- ------- ------- -------
Ending Balance 68,565 68,565 68,565 68,565 68,565 -
======= ======= ======= ======= ======= =======
Convenience Amount
ACCRUED INTEREST (See debt assumptions tab for calculations)
Beginning Balance 44,536 46,192 48,263 50,485 52,529 54,573
Interest Expense 3,004 3,245 4,014 2,951 2,959 3,898
Interest Expense Paid - - - - - (700)
OEM Quickpay Discount Paid (757) (1,040) (997) (569) (617) (676)
DIP/Revolver Paid (210) (293) (319) (338) (298) (391)
Reclass Bond Interest (38,426)
Restructured Interest PIK
Accrued Term Interest Paid (16,247)
Adj to Actual (381) 159 (476) - - -
------- ------- ------- ------- ------- -------
Net Change 1,656 2,072 2,222 2,044 2,044 (52,542)
------- ------- ------- ------- ------- -------
Ending Balance 46,192 48,263 50,485 52,529 54,573 2,031
======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ------ ----------
LIABILITIES
ACCOUNTS PAYABLE - POST PETITION
Beginning Balance 10,366 10,983 11,366 12,804 13,837 14,038 4,626
-
Purchases 22,785 22,695 31,343 28,987 23,899 26,195 280,043
-
Disbursements: -
Tooling Deposits -
Cash Payments (22,169) (22,311) (29,906) (27,953) (23,698) (27,053) (267,098)
------- ------- ------- ------- ------- ------- --------
(22,169) (22,311) (29,906) (27,953) (23,698) (27,053) (267,098)
------- ------- ------- ------- ------- ------- --------
-
Adj to Actual - - - - - - (4,391)
------- ------- ------- ------- ------- ------- --------
Net Change 617 384 1,437 1,034 201 (858) 8,554
------- ------- ------- ------- ------- ------- --------
Ending Balance 10,983 11,366 12,804 13,837 14,038 13,180 13,180
======= ======= ======= ======= ======= ======= ========
Days Payable (Input) 15 15 15 15 15 15
ACCOUNTS PAYABLE - PRE-PETITION
Beginning Balance - - - - - - 68,565
-
Purchases -
Payments: -
Convenience Writeoff -
Restructure (68,565)
Cash Payments - -
------- ------- ------- ------- ------- ------- --------
- - - - - - (68,565)
------- ------- ------- ------- ------- ------- --------
-
Adj to Actual - - - 0
------- ------- ------- ------- ------- ------- --------
Net Change - - - - - - (68,565)
------- ------- ------- ------- ------- ------- --------
Ending Balance - - - - - - -
======= ======= ======= ======= ======= ======= ========
Convenience Amount
ACCRUED INTEREST (See debt assumptions tab for calculations)
Beginning Balance 2,031 4,205 6,380 8,554 10,815 13,077 44,536
Interest Expense 3,196 3,659 3,925 3,960 3,820 3,897 42,529
Interest Expense Paid (717) (717) (717) (750) (750) (750) (5,100)
OEM Quickpay Discount Paid (285) (686) (938) (866) (729) (789) (8,949)
DIP/Revolver Paid (21) (82) (96) (83) (80) (72) (2,282)
Reclass Bond Interest (38,426)
Restructured Interest PIK (2,333) (2,333)
Accrued Term Interest Paid (16,247)
-
-
Adj to Actual - - - (698)
------- ------- ------- ------- ------- ------- --------
Net Change 2,174 2,174 2,174 2,262 2,262 (46) (31,506)
------- ------- ------- ------- ------- ------- --------
Ending Balance 4,205 6,380 8,554 10,815 13,077 13,030 13,030
======= ======= ======= ======= ======= ======= ========
116 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must Be labeled "Actual" Or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ---------- ------ ------ ------ ------
LIABILITIES
ACCOUNTS PAYABLE - POST PETITION
Beginning Balance 13,180 13,838 28,443 24,830 13,180 23,549 26,065 25,558 20,083
-
Purchases 83,029 85,328 74,490 70,647 313,494 78,194 76,674 60,250 65,593
-
Disbursements: -
Tooling Deposits -
Cash Payments (82,371) (70,724) (78,102) (71,928) (303,125) (75,679) (77,181) (65,725) (63,812)
------ ------- ------- ------- ---------- ------- ------- ------- -------
(82,371) (70,724) (78,102) (71,928) (303,125) (75,679) (77,181) (65,725) (63,812)
------ ------- ------- ------- ---------- ------- ------- ------- -------
-
Adj to Actual -
------ ------- ------- ------- ---------- ------- ------- ------- -------
Net Change 658 14,604 (3,613) (1,281) 10,369 2,516 (507) (5,475) 1,781
------ ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance 13,838 28,443 24,830 23,549 23,549 26,065 25,558 20,083 21,864
====== ======= ======= ======= ========== ======= ======= ======= =======
Days Payable (Input) 15 30 30 30 30 30 30 30
ACCOUNTS PAYABLE - PRE-PETITION
Beginning Balance - - - - - - - - -
-
Purchases -
Payments: -
Convenience Writeoff -
Restructure -
Cash Payments -
------ ------- ------- ------- ---------- ------- ------- ------- -------
- - - - - - - - -
------ ------- ------- ------- ---------- ------- ------- ------- -------
-
Adj to Actual -
------ ------- ------- ------- ---------- ------- ------- ------- -------
Net Change - - - - - - - - -
------ ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance - - - - - - - - -
====== ======= ======= ======= ========== ======= ======= ======= =======
Convenience Amount
ACCRUED INTEREST (See debt
assumptions tab for calculations)
Beginning Balance 13,030 19,891 2,010 3,057 13,030 0 1,131 2,261 3,392
Interest Expense 11,796 11,367 11,153 11,464 45,780 11,413 11,269 10,893 11,261
Interest Expense Paid (2,250) (26,707) (7,954) (8,007) (44,917) (8,007) (8,007) (8,007) (8,063)
OEM Quickpay Discount Paid (2,483) (2,433) (1,984) (2,057) (8,958) (2,276) (2,133) (1,756) (1,977)
DIP/Revolver Paid (202) (108) (167) (270) (748) - - - -
Reclass Bond Interest -
Restructured Interest PIK - - - (4,187) (4,187) - - - (4,522)
Accrued Term Interest Paid -
-
-
Adj to Actual -
------ ------- ------- ------- ---------- ------- ------- ------- -------
Net Change 6,861 (17,881) 1,047 (3,056) (13,030) 1,130 1,130 1,130 (3,301)
------ ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance 19,891 2,010 3,057 0 0 1,131 2,261 3,392 91
====== ======= ======= ======= ========== ======= ======= ======= =======
F'CAST F'CAST F'CAST
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
LIABILITIES
ACCOUNTS PAYABLE - POST PETITION
Beginning Balance 23,549 21,864 24,061
-
Purchases 280,712 288,734 261,155
-
Disbursements: -
Tooling Deposits -
Cash Payments (282,396) (286,537) (263,454)
---------- ---------- --------
(282,396) (286,537) (263,454)
---------- ---------- --------
-
Adj to Actual -
---------- ---------- --------
Net Change (1,685) 2,197 (2,298)
---------- ---------- --------
Ending Balance 21,864 24,061 21,763
========== ========== ========
Days Payable (Input) 30 30
ACCOUNTS PAYABLE - PRE-PETITION
Beginning Balance - - -
-
Purchases -
Payments: -
Convenience Writeoff -
Restructure -
Cash Payments -
---------- ---------- --------
- - -
---------- ---------- --------
-
Adj to Actual -
---------- ---------- --------
Net Change - - -
---------- ---------- --------
Ending Balance - - -
========== ========== ========
Convenience Amount
ACCRUED INTEREST (See debt
assumptions tab for calculations)
Beginning Balance 0 91 482
Interest Expense 44,836 41,996 42,295
Interest Expense Paid (32,083) (32,496) (32,760)
OEM Quickpay Discount Paid (8,141) (4,226) (3,839)
DIP/Revolver Paid - - -
Reclass Bond Interest -
Restructured Interest PIK (4,522) (4,883) (5,274)
Accrued Term Interest Paid -
-
-
Adj to Actual -
---------- ---------- --------
Net Change 90 391 422
---------- ---------- --------
Ending Balance 91 482 903
========== ========== ========
117 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
ACCRUED COMMISSIONS & RENTS
(Production assumption tab
for detail)
Beginning Balance 13,472 14,414 13,472 14,994 14,991 15,015 14,992 14,907 14,839 14,825
Commissions 1,092 1,376 1,715 147 355 169 141 7 8 14
Paid
Rents & Leases (Harper
in Rel Pty Rec.) 1,234 1,254 1,255 1,230 1,184 1,231 1,217 1,219 1,204 1,258
Paid 3rd Party (455) (475) (475) (452) (415) (453) (442) (423) (423) (481)
Adj to Actual (928) (3,097) (973) (928) (1,100) (970) (1,001) (871) (804) (817)
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change 942 (942) 1,522 (3) 24 (23) (85) (68) (15) (26)
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 14,414 13,472 14,994 14,991 15,015 14,992 14,907 14,839 14,825 14,799
======= ====== ====== ====== ====== ====== ====== ====== ====== ======
ACCRUED INVENTORY LIABILITY
Beginning Balance - - - - - - - - - -
Accrued Cost of Sales
Billed Cost of Sales
Adj to Actual - - - - - - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance - - - - - - - - - -
======= ====== ====== ====== ====== ====== ====== ====== ====== ======
OTHER ACCRUED EXPENSES
(See Production assumptions
tab for detail)
Beginning Balance 14,135 12,597 12,366 21,955 21,657 21,513 21,247 21,592 21,089 20,324
SBT Taxes 139 (5) 449 129 139 138 359 139 139 139
Paid (583) (406) (637)
Professional Fees 1,548 3,364 4,287 3,397 2,920 1,829 3,360 3,131 3,152 4,164
Paid (1,548) (3,364) (4,287) (3,066) (2,565) (1,600) (2,969) (2,759) (2,845) (3,764)
Quarterly Payment (916) (1,071)
Property Taxes 201 296 324 314 183 265 290 279 284 255
Paid (1,672)
Adj to Actual (1,878) (523) 8,815 (489) (821) 18 (289) 379 (426) 394
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change (1,538) (231) 9,588 (298) (144) (266) 345 (503) (765) 549
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 12,597 12,366 21,955 21,657 21,513 21,247 21,592 21,089 20,324 20,873
======= ====== ====== ====== ====== ====== ====== ====== ====== ======
FEES PAID AT 80% 693 2,171 2,150 1,658 1,775 1,146 1,954 1,860 1,539 1,997
ACCRUED PENSION & OTHER NONCURRENT
Beginning Balance 22,524 26,461 27,376 34,809 35,364 36,262 36,635 37,533 38,432 38,640
Pension Funding Requirement (650)
DCX Giveback - Accrual - - 6,500 - - - - - - -
DCX Giveback - Payment
GM Giveback
Linden Creek Amortization
(Expense accrued in 2002)
One Time Rationalization Charges
Payment of One Time Charges
Adj to Actual 3,937 915 933 555 898 372 898 898 858 892
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change 3,937 915 7,433 555 898 372 898 898 208 892
------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 26,461 27,376 34,809 35,364 36,262 36,635 37,533 38,432 38,640 39,532
======= ====== ====== ====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL F'CAST
NOV-03 DEC-03 12/31/2003
------ ------ ----------
ACCRUED COMMISSIONS & RENTS
(Production assumption tab
for detail)
Beginning Balance 14,799 14,017 13,472
Commissions 11 13 5,048
Paid -
Rents & Leases (Harper
in Rel Ply Rec.) 1,183 1,193 14,662
Paid 3rd Party (397) (415) (5,305)
-
Adj to Actual (1,579) 1,941 (11,127)
------ ------ ----------
Net Change (782) 2,732 3,277
------ ------ ----------
Ending Balance 14,017 16,749 16,749
====== ====== ==========
ACCRUED INVENTORY LIABILITY
Beginning Balance - - -
Accrued Cost of Sales -
Billed Cost of Sales -
-
Adj to Actual - - -
------ ------ ----------
Net Change - - -
------ ------ ----------
Ending Balance - - -
====== ====== ==========
OTHER ACCRUED EXPENSES
(See Production assumptions
tab for detail)
Beginning Balance 20,873 21,028 14,135
SBT Taxes 203 122 2,090
Paid (1,626)
Professional Fees 5,149 5,483 41,786
Paid (4,753) (4,962) (38,483)
Quarterly Payment (1,317) (3,303)
Property Taxes 496 303 3,489
Paid (1,672)
-
Adj to Actual (940) (1,011) 3,228
------ ------ ----------
Net Change 155 (1,383) 5,510
------ ------ ----------
Ending Balance 21,028 19,645 19,645
====== ====== ==========
FEES PAID AT 80% 1,983 2,605 21,531
ACCRUED PENSION & OTHER NONCURRENT
Beginning Balance 39,532 40,423 22,524
Pension Funding Requirement (650)
DCX Giveback - Accrual - - 6,500
DCX Giveback - Payment (2,400) (2,400)
GM Giveback -
Linden Creek Amortization
(Expense accrued in 2002) -
One Time Rationalization Charges -
Payment of One Time Charges -
-
-
-
Adj to Actual 892 (591) 11,458
------ ------ ----------
Net Change 892 (2,991) 14,908
------ ------ ----------
Ending Balance 40,423 37,432 37,432
====== ====== ==========
118 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04
------ ------ ------ ------ ------ ------ ------ ------ ------
ACCRUED COMMISSIONS & RENTS
(Production assumption tab
for detail)
Beginning Balance 16,749 17,779 16,856 16,874 17,657 18,441 19,224 20,007 20,790
Commissions 889 (873) - - - - - - -
Paid
Rents & Leases (Harper in
Rel Pty Rec.) 1,016 1,014 1,105 1,213 1,213 1,213 1,213 1,213 1,213
Paid 3rd Party (435) (409) (505) (430) (430) (430) (430) (430) (430)
Adj to Actual (441) (654) (582) - - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------
Net Change 1,030 (923) 17 783 783 783 783 783 783
------- ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 17,779 16,856 16,874 17,657 18,441 19,224 20,007 20,790 21,574
======= ====== ====== ====== ====== ====== ====== ====== ======
ACCRUED INVENTORY LIABILITY
Beginning Balance - - - - - - - - -
Accrued Cost of Sales
Billed Cost of Sales
Adj to Actual - - - - - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance - - - - - - - - -
======= ====== ====== ====== ====== ====== ====== ====== ======
OTHER ACCRUED EXPENSES
(See Production assumptions
tab for detail)
Beginning Balance 19,645 21,740 21,600 21,747 23,178 24,975 8,865 8,806 7,635
SBT Taxes 122 122 122 179 179 179 179 179 179
Paid (464) (365) (538)
Professional Fees 4,904 2,020 2,630 2,517 2,517 15,335 919 919 1,269
Paid (1,200) (1,200) (1,200) (1,200) (1,200) (31,924) (919) (919) (1,269)
Quarterly Payment
Property Taxes 331 241 210 300 300 300 300 300 300
Paid (1,947) (1,649)
Adj to Actual (1,598) 625 (1,614) - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------
Net Change 2,095 (140) 147 1,431 1,796 (16,110) (59) (1,170) 479
------- ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 21,740 21,600 21,747 23,178 24,975 8,865 8,806 7,635 8,114
======= ====== ====== ====== ====== ====== ====== ====== ======
FEES PAID AT 80% 2,344 585 1,452 1,442 1,442 5,984 - - -
ACCRUED PENSION & OTHER NONCURRENT
Beginning Balance 37,432 38,324 39,133 39,891 39,833 39,775 36,167 36,109 36,051
Pension Funding Requirement (450) (800)
DCX Giveback - Accrual - - - - - - - - -
DCX Giveback - Payment (3,100)
GM Giveback
Linden Creek Amortization
(Expense accrued in 2002) (58) (58) (58) (58) (58) (58) (58) (58) (58)
One Time Rationalization Charges - - - - - - - - -
Payment of One Time Charges - - - - - - - - -
Adj to Actual 950 867 817 - - - - -
------- ------ ------ ------ ------ ------ ------ ------ ------
Net Change 892 809 759 (58) (58) (3,608) (58) (58) (858)
------- ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 38,324 39,133 39,891 39,833 39,775 36,167 36,109 36,051 35,193
======= ====== ====== ====== ====== ====== ====== ====== ======
F'CAST F'CAST F'CAST F'CAST
OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ----------
ACCRUED COMMISSIONS & RENTS
(Production assumption tab
for detail)
Beginning Balance 21,574 22,357 23,140 16,749
Commissions - - - 16
Paid -
Rents & Leases (Harper in
Rel Pty Rec.) 1,213 1,213 1,263 14,103
Paid 3rd Party (430) (430) (430) (5,217)
-
Adj to Actual (1,677)
------ ------ ------ ----------
Net Change 783 783 833 7,225
------ ------ ------ ----------
Ending Balance 22,357 23,140 23,974 23,974
====== ====== ====== ==========
ACCRUED INVENTORY LIABILITY
Beginning Balance - - - -
Accrued Cost of Sales -
Billed Cost of Sales -
-
Adj to Actual - - - -
------ ------ ------ ----------
Net Change - - - -
------ ------ ------ ----------
Ending Balance - - - -
====== ====== ====== ==========
OTHER ACCRUED EXPENSES
(See Production assumptions
tab for detail)
Beginning Balance 8,114 8,055 8,534 19,645
SBT Taxes 179 179 179 1,979
Paid (538) (1,905)
Professional Fees 1,019 1,019 1,169 36,235
Paid (1,019) (1,019) (1,169) (44,235)
Quarterly Payment -
Property Taxes 300 300 300 3,477
Paid (3,596)
-
Adj to Actual (2,588)
------ ------ ------ ----------
Net Change (59) 479 479 (10,632)
------ ------ ------ ----------
Ending Balance 8,055 8,534 9,013 9,013
====== ====== ====== ==========
FEES PAID AT 80% - - - 13,249
ACCRUED PENSION & OTHER NONCURRENT
Beginning Balance 35,193 35,135 35,077 37,432
Pension Funding Requirement (1,250)
DCX Giveback - Accrual - - - -
DCX Giveback - Payment (3,100)
GM Giveback (2,000) (2,000)
Linden Creek Amortization
(Expense accrued in 2002) (58) (58) (58) (696)
One Time Rationalization Charges - - - -
Payment of One Time Charges - - - -
-
-
-
Adj to Actual 2,633
------ ------ ------ ----------
Net Change (58) (58) (2,058) (4,413)
------ ------ ------ ----------
Ending Balance 35,135 35,077 33,019 33,019
====== ====== ====== ==========
119 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ---------- ------ ------ ------ ------
ACCRUED COMMISSIONS & RENTS
(Production assumption tab
for detail)
Beginning Balance 23,974 26,374 28,774 31,174 23,974 33,573 35,973 38,373 40,773
Commissions - - - - - - - - -
Paid -
Rents & Leases (Harper in
Rel Pty Rec.) 3,689 3,689 3,689 3,689 14,757 3,689 3,689 3,689 3,689
Paid 3rd Party (1,289) (1,289) (1,289) (1,289) (5,157) (1,289) (1,289) (1,289) (1,289)
-
Adj to Actual -
------ ------ ------ ------ ---------- ------ ------ ------ ------
Net Change 2,400 2,400 2,400 2,400 9,600 2,400 2,400 2,400 2,400
------ ------ ------ ------ ---------- ------ ------ ------ ------
Ending Balance 26,374 28,774 31,174 33,573 33,573 35,973 38,373 40,773 43,173
====== ====== ====== ====== ========== ====== ====== ====== ======
ACCRUED INVENTORY LIABILITY
Beginning Balance - - - - - - - - -
Accrued Cost of Sales -
Billed Cost of Sales -
-
Adj to Actual -
------ ------ ------ ------ ---------- ------ ------ ------ ------
Net Change - - - - - - - - -
------ ------ ------ ------ ---------- ------ ------ ------ ------
Ending Balance - - - - - - - - -
====== ====== ====== ====== ========== ====== ====== ====== ======
OTHER ACCRUED EXPENSES
(See Production assumptions
tab for detail)
Beginning Balance 9,013 8,148 9,074 8,148 9,013 9,074 8,165 9,118 8,165
SBT Taxes 554 554 554 554 2,217 571 571 571 571
Paid (538) (554) (554) (554) (2,201) (554) (571) (571) (571)
Professional Fees 1,593 1,441 1,441 1,441 5,915 1,593 1,441 1,441 1,441
Paid (1,593) (1,441) (1,441) (1,441) (5,915) (1,593) (1,441) (1,441) (1,441)
Quarterly Payment -
Property Taxes 925 925 925 925 3,702 953 953 953 953
Paid (1,806) (1,851) (3,657) (1,879) (1,907)
-
Adj to Actual -
------ ------ ------ ------ ---------- ------ ------ ------ ------
Net Change (864) 925 (925) 925 61 (909) 953 (953) 953
------ ------ ------ ------ ---------- ------ ------ ------ ------
Ending Balance 8,148 9,074 8,148 9,074 9,074 8,165 9,118 8,165 9,118
====== ====== ====== ====== ========== ====== ====== ====== ======
FEES PAID AT 80% - - - - - - - - -
ACCRUED PENSION & OTHER NONCURRENT
Beginning Balance 33,019 32,545 32,071 31,597 33,019 29,123 28,765 28,465 28,165
Pension Funding Requirement (300) (300) (300) (300) (1,200) (300) (300) (300) (300)
DCX Giveback - Accrual - - - - - - - - -
DCX Giveback - Payment -
GM Giveback (2,000) (2,000)
Linden Creek Amortization
(Expense accrued in 2002) (174) (174) (174) (174) (696) (58)
One Time Rationalization Charges -
Payment of One Time Charges - - - - - - - - -
-
-
-
Adj to Actual -
------ ------ ------ ------ ---------- ------ ------ ------ ------
Net Change (474) (474) (474) (2,474) (3,896) (358) (300) (300) (300)
------ ------ ------ ------ ---------- ------ ------ ------ ------
Ending Balance 32,545 32,071 31,597 29,123 29,123 28,765 28,465 28,165 27,865
====== ====== ====== ====== ========== ====== ====== ====== ======
F'CAST F'CAST F'CAST
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
ACCRUED COMMISSIONS & RENTS
(Production assumption tab
for detail)
Beginning Balance 33,573 43,173 52,773
Commissions - - -
Paid -
Rents & Leases (Harper in
Rel Pty Rec.) 14,757 14,757 14,757
Paid 3rd Party (5,157) (5,157) (5,157)
-
Adj to Actual -
---------- ---------- ----------
Net Change 9,600 9,600 9,600
---------- ---------- ----------
Ending Balance 43,173 52,773 62,373
========== ========== ==========
ACCRUED INVENTORY LIABILITY
Beginning Balance - - -
Accrued Cost of Sales -
Billed Cost of Sales -
-
Adj to Actual -
---------- ---------- ----------
Net Change - - -
---------- ---------- ----------
Ending Balance - - -
========== ========== ==========
OTHER ACCRUED EXPENSES
(See Production assumptions
tab for detail)
Beginning Balance 9,074 9,118 9,118
SBT Taxes 2,283 2,352 2,422
Paid (2,267) (2,352) (2,422)
Professional Fees 5,915 5,915 5,915
Paid (5,915) (5,915) (5,915)
Quarterly Payment -
Property Taxes 3,813 3,927 3,933
Paid (3,785) (3,927) (3,933)
-
Adj to Actual -
---------- ---------- ----------
Net Change 44 - -
---------- ---------- ----------
Ending Balance 9,118 9,118 9,118
========== ========== ==========
FEES PAID AT 80% - - -
ACCRUED PENSION & OTHER NONCURRENT
Beginning Balance 29,123 27,865 26,665
Pension Funding Requirement (1,200) (1,200) (1,200)
DCX Giveback - Accrual - - -
DCX Giveback - Payment -
GM Giveback -
Linden Creek Amortization
(Expense accrued in 2002) (58)
One Time Rationalization Charges -
Payment of One Time Charges - - -
-
-
-
Adj to Actual -
---------- ---------- ----------
Net Change (1,258) (1,200) (1,200)
---------- ---------- ----------
Ending Balance 27,865 26,665 25,465
========== ========== ==========
120 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------ ------ ------ ------ ------ ------ ------ ------
DEFERRED TAX LIABILITY
Beginning Balance 18,632 18,632 18,632 18,093 18,093 18,093 17,562 17,562
Adj to Actual (0) - (539) - - (531) - -
------- ------- ------- ------- ------- ------- ------- -------
Net Change (0) - (539) - - (531) - -
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 18,632 18,632 18,093 18,093 18,093 17,562 17,562 17,562
======= ======= ======= ======= ======= ======= ======= =======
LINE OF CREDIT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance - - - - - 5,209 7,968 10,988
Add: Borrowings - - - - 5,209 2,759 3,020 6,842
Less: Repayments - - - - - - - -
Adjustments - - - - - - - -
Adj to Actual
------- ------- ------- ------- ------- ------- ------- -------
Net Change - - - - 5,209 2,759 3,020 6,842
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance - - - - 5,209 7,968 10,988 17,830
======= ======= ======= ======= ======= ======= ======= =======
TERM DEBT (SEE DEBT ASSUMPTIONS TAB)
Beginning Balance 425,863 425,859 425,851 424,342 424,456 424,587 424,633 424,671
Add: Borrowings - - - 114 131 49 41 50
PIK - - - - - - - -
Less: Repayments (4) (8) (1,509) - - (3) (3) (3)
Adjustments - - - - - - - -
Adj to Actual
------- ------- ------- ------- ------- ------- ------- -------
Net Change (4) (8) (1,509) 114 131 46 38 47
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 425,859 425,851 424,342 424,456 424,587 424,633 424,671 424,718
======= ======= ======= ======= ======= ======= ======= =======
BOND DEBT (SEE DEBT ASSUMPTIONS TAB)
Beginning Balance 455,000 455,000 455,000 455,000 455,000 455,000 455,000 455,000
Add: Borrowings - - - - - - - -
Less: Repayments - - - - - - - -
Adjustments
Adj to Actual
------- ------- ------- ------- ------- ------- ------- -------
Net Change - - - - - - - -
------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 455,000 455,000 455,000 455,000 455,000 455,000 455,000 455,000
======= ======= ======= ======= ======= ======= ======= =======
ACTUAL ACTUAL ACTUAL ACTUAL F'CAST
SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ----------
DEFERRED TAX LIABILITY
Beginning Balance 17,562 16,714 16,714 16,714 18,632
-
-
-
Adj to Actual (848) - - - (1,918)
------- ------- ------- ------- ----------
Net Change (848) - - - (1,918)
------- ------- ------- ------- ----------
Ending Balance 16,714 16,714 16,714 16,714 16,714
======= ======= ======= ======= ==========
LINE OF CREDIT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 17,830 29,055 30,193 30,635 -
Add: Borrowings 11,225 1,138 442 - 30,635
Less: Repayments - - - (2,573) (2,573)
Adjustments - - - - -
Adj to Actual -
------- ------- ------- ------- ----------
Net Change 11,225 1,138 442 (2,573) 28,062
------- ------- ------- ------- ----------
Ending Balance 29,055 30,193 30,635 28,062 28,062
======= ======= ======= ======= ==========
TERM DEBT (SEE DEBT ASSUMPTIONS TAB)
Beginning Balance 424,718 424,782 424,832 424,889 425,863
Add: Borrowings 64 50 57 51 607
PIK - - - - -
Less: Repayments - - - - (1,530)
Adjustments - - - - -
Adj to Actual -
------- ------- ------- ------- ----------
Net Change 64 50 57 51 (923)
------- ------- ------- ------- ----------
Ending Balance 424,782 424,832 424,889 424,940 424,940
======= ======= ======= ======= ==========
BOND DEBT (SEE DEBT ASSUMPTIONS TAB)
Beginning Balance 455,000 455,000 455,000 455,000 455,000
Add: Borrowings - - - - -
Less: Repayments - - - - -
Adjustments -
Adj to Actual -
------- ------- ------- ------- ----------
Net Change - - - - -
------- ------- ------- ------- ----------
Ending Balance 455,000 455,000 455,000 455,000 455,000
======= ======= ======= ======= ==========
121 of 231 Venture - Confidential - DRAFT
VENTURE HOLDING COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04
------ ------ ------ ------ ------ ------ ------ ------ ------
DEFERRED TAX LIABILITY
Beginning Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714
Adj to Actual - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714
======= ======= ======= ======= ======= ======= ======= ======= =======
LINE OF CREDIT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 28,062 39,096 42,543 45,010 39,682 42,649 3,662 14,596 17,023
Add: Borrowings 11,034 3,447 2,467 - 2,967 - 10,934 2,427 -
Less: Repayments - - - (5,328) - (38,988) - - (3,342)
Adjustments - - - - - - - - -
Adj to Actual
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change 11,034 3,447 2,467 (5,328) 2,967 (38,988) 10,934 2,427 (3,342)
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 39,096 42,543 45,010 39,682 42,649 3,662 14,596 17,023 13,681
======= ======= ======= ======= ======= ======= ======= ======= =======
TERM DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 424,940 424,977 424,977 425,057 425,057 425,057 340,125 340,125 340,125
Add: Borrowings 37 - 80 - - 340,125 - - -
PIK - - - - - - - - -
Less: Repayments - - - - - (425,057) - - -
Adjustments - - - - - - - - -
Adj to Actual
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change 37 - 80 - - (84,932) - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 424,977 424,977 425,057 425,057 425,057 340,125 340,125 340,125 340,125
======= ======= ======= ======= ======= ======= ======= ======= =======
BOND DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 455,000 455,000 455,000 455,000 455,000 455,000 - - -
Add: Borrowings - - - - - - - - -
Less: Repayments - - - - - (455,000) - - -
Adjustments
Adj to Actual
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change - - - - - (455,000) - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 455,000 455,000 455,000 455,000 455,000 - - - -
======= ======= ======= ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST F'CAST
OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------- ----------
DEFERRED TAX LIABILITY
Beginning Balance 16,714 16,714 16,714 16,714
-
-
-
Adj to Actual -
------- ------- ------- ----------
Net Change - - - -
------- ------- ------- ----------
Ending Balance 16,714 16,714 16,714 16,714
======= =-===== ======= ==========
LINE OF CREDIT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 13,681 13,251 11,854 28,062
Add: Borrowings - - - 33,276
Less: Repayments (431) (1,396) (685) (50,169)
Adjustments - - - -
Adj to Actual -
------- ------- ------- ----------
Net Change (431) (1,396) (685) (16,893)
------- ------- ------- ----------
Ending Balance 13,251 11,854 11,169 11,169
======= ======= ======= ==========
TERM DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 340,125 340,125 340,125 424,940
Add: Borrowings - - - 340,242
PIK - - 2,333 2,333
Less: Repayments - - - (425,057)
Adjustments - - - -
Adj to Actual -
------- ------- ------- ----------
Net Change - - 2,333 (82,481)
------- ------- ------- ----------
Ending Balance 340,125 340,125 342,459 342,459
======= ======= ======= ==========
BOND DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance - - - 455,000
Add: Borrowings - - - -
Less: Repayments - - - (455,000)
Adjustments -
Adj to Actual -
------- ------- ------- ----------
Net Change - - - (455,000)
------- ------- ------- ----------
Ending Balance - - - -
======= ======= ======= ==========
122 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ---------- ------ ------ ------ ------
DEFERRED TAX LIABILITY
Beginning Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714
-
-
-
Adj to Actual -
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714 16,714
======= ======= ======= ======= ======= ======= ======= ======= =======
LINE OF CREDIT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 11,169 5,962 8,928 14,426 11,169 - - - -
Add: Borrowings - 2,965 5,499 - 8,464 - - - -
Less: Repayments (5,207) - - (14,426) (19,633) - - - -
Adjustments - - - - - - - - -
Adj to Actual -
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change (5,207) 2,965 5,499 (14,426) (11,169) - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 5,962 8,928 14,426 - - - - - -
======= ======= ======= ======= ======= ======= ======= ======= =======
TERM DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 342,459 342,459 332,333 332,333 342,459 336,520 336,520 336,520 336,520
Add: Borrowings - - - - - - - - -
PIK - - - 4,187 4,187 - - - 4,522
Less: Repayments - (10,125) - - (10,125) - - - -
Adjustments - - - - - - - - -
Adj to Actual -
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change - (10,125) - 4,187 (5,939) - - - 4,522
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance 342,459 332,333 332,333 336,520 336,520 336,520 336,520 336,520 341,042
======= ======= ======= ======= ======= ======= ======= ======= =======
BOND DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance - - - - - - - - -
Add: Borrowings - - - - - - - - -
Less: Repayments - - - - - - - - -
Adjustments -
Adj to Actual -
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance - - - - - - - - -
======= ======= ======= ======= ======= ======= ======= ======= =======
F'CAST F'CAST F'CAST
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
DEFERRED TAX LIABILITY
Beginning Balance 16,714 16,714 16,714
-
-
-
Adj to Actual -
------- ------- ------
Net Change - - -
------- ------- -------
Ending Balance 16,714 16,714 16,714
======= ======= =======
LINE OF CREDIT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance - - -
Add: Borrowings - - -
Less: Repayments - - -
Adjustments - - -
Adj to Actual -
------- ------- -------
Net Change - - -
------- ------- -------
Ending Balance - - -
======= ======= =======
TERM DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance 336,520 341,042 345,925
Add: Borrowings - - -
PIK 4,522 4,883 5,274
Less: Repayments - - -
Adjustments - - -
Adj to Actual -
------- ------- -------
Net Change 4,522 4,883 5,274
------- ------- -------
Ending Balance 341,042 345,925 351,199
======= ======= =======
BOND DEBT (SEE DEBT
ASSUMPTIONS TAB)
Beginning Balance - - -
Add: Borrowings - - -
Less: Repayments - - -
Adjustments -
Adj to Actual -
------- ------- -------
Net Change - - -
------- ------- -------
Ending Balance - - -
======= ======= =======
123 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EQUITY
COMMON STOCK
Beginning Balance - - - - - - - - - -
Restructure Bond Interest
Restructure Bond Debt
Restructure Trade Debt
Adj to Actual - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
ADDITIONAL PAID IN CAPITAL
Beginning Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425
Adj to Actual (0) - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change (0) - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
RELATED PARTY RECEIVABLE
Beginning Balance - - - - - - - - - -
Adj to Actual - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
PREFERRED STOCK
Beginning Balance - - - - - - - - - -
Restructure Bond Debt
Restructure Senior Debt
Stock Dividend
Adj to Actual - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change - - - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Ending Balance - - - - - - - - - -
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
CUMULATIVE FOREIGN
CURRENCY ADJUSTMENT
Beginning Balance (2,228) (2,153) (2,090) (2,048) (1,990) (1,849) (1,811) (2,268) (2,152) (1,774)
Adj to Actual 75 63 42 58 141 38 (458) 116 378 114
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Change 75 63 42 58 141 38 (458) 116 378 114
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
ACTUAL ACTUAL F'CAST
NOV-03 DEC-03 12/31/2003
------ ------ ----------
EQUITY
COMMON STOCK
Beginning Balance - - -
Restructure Bond Interest
Restructure Bond Debt -
Restructure Trade Debt -
-
-
-
-
Adj to Actual - - -
------ ------ ----------
Net Change - - -
------ ------ ----------
Ending Balance - - -
====== ====== ==========
ADDITIONAL PAID IN CAPITAL
Beginning Balance 15,425 15,425 15,425
-
-
-
Adj to Actual - - (0)
------ ------ ----------
Net Change - - (0)
------ ------ ----------
Ending Balance 15,425 15,425 15,425
====== ====== ==========
RELATED PARTY RECEIVABLE
Beginning Balance - - -
-
-
-
-
-
-
Adj to Actual - - -
------ ------ ----------
Net Change - - -
------ ------ ----------
Ending Balance - - -
====== ====== ==========
PREFERRED STOCK
Beginning Balance - - -
Restructure Bond Debt -
Restructure Senior Debt -
Stock Dividend -
-
-
-
Adj to Actual - - -
------ ------ ----------
Net Change - - -
------ ------ ----------
Ending Balance - - -
====== ====== ==========
CUMULATIVE FOREIGN
CURRENCY ADJUSTMENT
Beginning Balance (1,659) (1,638) (2,228)
-
-
-
Adj to Actual 21 (655) (66)
------ ------ ----------
Net Change 21 (655) (66)
------ ------ ----------
124 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
EQUITY
COMMON STOCK
Beginning Balance - - - - - - 561,991 561,991 561,991 561,991
Restructure Bond Interest - 38,426
Restructure Bond Debt - 455,000
Restructure Trade Debt - 68,565
Adj to Actual - - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Net Change - - - - - 561,991 - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Ending Balance - - - - - 561,991 561,991 561,991 561,991 561,991
====== ====== ====== ====== ====== ======= ======= ======= ======= =======
ADDITIONAL PAID IN CAPITAL
Beginning Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425
Adj to Actual - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Net Change - - - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Ending Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425
====== ====== ====== ====== ====== ======= ======= ======= ======= =======
RELATED PARTY RECEIVABLE
Beginning Balance - - - - - - - - - -
Adj to Actual - - - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Net Change - - - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Ending Balance - - - - - - - - - -
====== ====== ====== ====== ====== ======= ======= ======= ======= =======
PREFERRED STOCK
Beginning Balance - - - - - - 175,000 175,000 175,000 175,000
Restructure Bond Debt
Restructure Senior Debt 175,000
Stock Dividend
Adj to Actual - - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Net Change - - - - - 175,000 - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Ending Balance - - - - - 175,000 175,000 175,000 175,000 175,000
====== ====== ====== ====== ====== ======= ======= ======= ======= =======
CUMULATIVE FOREIGN
CURRENCY ADJUSTMENT
Beginning Balance (2,294) (2,376) (2,397) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390)
Adj to Actual (82) (21) 7 - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
Net Change (82) (21) 7 - - - - - - -
------ ------ ------ ------ ------ ------- ------- ------- ------- -------
F'CAST F'CAST F'CAST
NOV-04 DEC-04 12/31/2004
------ ------ ----------
EQUITY
COMMON STOCK
Beginning Balance 561,991 561,991 -
Restructure Bond Interest 38,426
Restructure Bond Debt 455,000
Restructure Trade Debt 68,565
-
-
-
-
Adj to Actual -
------- ------- ----------
Net Change - - 561,991
------- ------- ----------
Ending Balance 561,991 561,991 561,991
======= ======= ==========
ADDITIONAL PAID IN CAPITAL
Beginning Balance 15,425 15,425 15,425
-
-
-
Adj to Actual -
------- ------- ----------
Net Change - - -
------- ------- ----------
Ending Balance 15,425 15,425 15,425
======= ======= ==========
RELATED PARTY RECEIVABLE
Beginning Balance - - -
-
-
-
-
-
-
Adj to Actual - - -
------- ------- ----------
Net Change - - -
------- ------- ----------
Ending Balance - - -
======= ======= ==========
PREFERRED STOCK
Beginning Balance 175,000 175,000 -
Restructure Bond Debt -
Restructure Senior Debt 175,000
Stock Dividend 26,250 26,250
-
-
-
Adj to Actual -
------- ------- ----------
Net Change - 26,250 201,250
------- ------- ----------
Ending Balance 175,000 201,250 201,250
======= ======= ==========
CUMULATIVE FOREIGN
CURRENCY ADJUSTMENT
Beginning Balance (2,390) (2,390) (2,294)
-
-
-
Adj to Actual (96)
------- ------- ----------
Net Change - - (96)
------- ------- ----------
125 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ---------- ------ ------ ------ ------
EQUITY
COMMON STOCK
Beginning Balance 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991
Restructure Bond Interest
Restructure Bond Debt -
Restructure Trade Debt -
-
-
-
-
Adj to Actual -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991 561,991
======= ======= ======= ======= ========== ======= ======= ======= =======
ADDITIONAL PAID IN CAPITAL
Beginning Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425
-
-
-
Adj to Actual -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425 15,425
======= ======= ======= ======= ========== ======= ======= ======= =======
RELATED PARTY RECEIVABLE
Beginning Balance - - - - - - - - -
-
-
-
-
-
-
Adj to Actual -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance - - - - - - - - -
======= ======= ======= ======= ========== ======= ======= ======= =======
PREFERRED STOCK
Beginning Balance 201,250 201,250 201,250 201,250 201,250 241,500 241,500 241,500 241,500
Restructure Bond Debt -
Restructure Senior Debt -
Stock Dividend 40,250 40,250 48,300
-
-
-
Adj to Actual -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Net Change - - - 40,250 40,250 - - - 48,300
------- ------- ------- ------- ---------- ------- ------- ------- -------
Ending Balance 201,250 201,250 201,250 241,500 241,500 241,500 241,500 241,500 289,800
======= ======= ======= ======= ========== ======= ======= ======= =======
CUMULATIVE FOREIGN
CURRENCY ADJUSTMENT
Beginning Balance (2,390) (2,390) (2,390) (2,390) (2,390) (2,390 ) (2,390) (2,390) (2,390)
-
-
-
Adj to Actual -
------- ------- ------- ------- ---------- ------- ------- ------- -------
Net Change - - - - - - - - -
------- ------- ------- ------- ---------- ------- ------- ------- -------
F'CAST F'CAST F'CAST
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
EQUITY
COMMON STOCK
Beginning Balance 561,991 561,991 561,991
Restructure Bond Interest
Restructure Bond Debt -
Restructure Trade Debt -
-
-
-
-
Adj to Actual -
---------- ---------- ----------
Net Change - - -
---------- ---------- ----------
Ending Balance 561,991 561,991 561,991
========== ========== ==========
ADDITIONAL PAID IN CAPITAL
Beginning Balance 15,425 15,425 15,425
-
-
-
Adj to Actual -
---------- ---------- ----------
Net Change - - -
---------- ---------- ----------
Ending Balance 15,425 15,425 15,425
========== ========== ==========
RELATED PARTY RECEIVABLE
Beginning Balance - - -
-
-
-
-
-
-
Adj to Actual -
---------- ---------- ----------
Net Change - - -
---------- ---------- ----------
Ending Balance - - -
========== ========== ==========
PREFERRED STOCK
Beginning Balance 241,500 289,800 347,760
Restructure Bond Debt -
Restructure Senior Debt -
Stock Dividend 48,300 57,960 69,552
-
-
-
Adj to Actual -
---------- ---------- ----------
Net Change 48,300 57,960 69,552
---------- ---------- ----------
Ending Balance 289,800 347,760 417,312
========== ========== ==========
CUMULATIVE FOREIGN
CURRENCY ADJUSTMENT
Beginning Balance (2,390) (2,390) (2,390)
-
-
-
Adj to Actual -
---------- ---------- ----------
Net Change - - -
---------- ---------- ----------
126 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
ENDING BALANCE (2,153) (2,090) (2,048) (1,990) (1,849) (1,811) (2,268) (2,152) (1,774) (1,659)
======= ======= ====== ====== ====== ====== ====== ====== ====== ======
ACTUAL ACTUAL F'CAST
NOV-03 DEC-03 12/31/2003
------ ------ ----------
ENDING BALANCE (1,638) (2,294) (2,294)
====== ====== ==========
127 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
ENDING BALANCE (2,376) (2,397) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390)
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
F'CAST F'CAST F'CAST
NOV-04 DEC-04 12/31/2004
------ ------ ----------
ENDING BALANCE (2,390) (2,390) (2,390)
====== ====== =====-====
128 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06 DEC-06
------ ------ ------ ------ ---------- ------ ------ ------ ------
ENDING BALANCE (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390) (2,390)
====== ====== ====== ====== ========== ====== ====== ====== ======
F'CAST F'CAST F'CAST
12/31/2006 12/31/2007 12/31/2008
---------- ---------- ----------
ENDING BALANCE (2,390) (2,390) (2,390)
========== ========== ==========
129 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03
------ ------ ------ ------ ------ ------ ------ ------ ------
RETAINED EARNINGS
Beginning Balance (534,198) (538,350) (544,146) (562,029) (569,078) (569,699) (568,249) (581,890) (588,329)
Net Income (4,156) (5,792) (17,884) (7,050) (621) 1,452 (13,640) (6,439) 800
Dividends Paid
Other
Adj to Actual 4 (4) 1 0 0 (2) (1) 0 1
------- ------- ------- ------- ------- ------- ------- ------- -------
Net Change (4,152) (5,796) (17,883) (7,049) (621) 1,450 (13,641) (6,439) 801
------- ------- ------- ------- ------- ------- ------- ------- -------
Ending Balance (538,350) (544,146) (562,029) (569,078) (569,699) (568,249) (581,890) (588,329) (587,528)
======= ======= ======= ======= ======= ======= ======= ======= =======
ACTUAL ACTUAL ACTUAL F'CAST
OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ----------
RETAINED EARNINGS
Beginning Balance (587,528) (592,657) (599,383) (534,198)
Net Income (5,127) (6,728) (77,069) (142,254)
Dividends Paid -
Other -
-
-
-
Adj to Actual (2) 1 0 (0)
------- ------- ------- ----------
Net Change (5,129) (6,726) (77,069) (142,254)
------- ------- ------- ----------
Ending Balance (592,657) (599,383) (676,452) (676,452)
======= ======= ======= ==========
130 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
ACTUAL ACTUAL ACTUAL F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04
------ ------ ------ ------ ------ ------ ------ ------ ------
RETAINED EARNINGS
Beginning Balance (676,452) (685,932) (689,953) (694,065) (699,911) (703,624) (719,803) (730,685) (732,569)
Net Income (9,480) (4,020) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717
Dividends Paid
Other
Adj to Actual (0) (0) 0 - - - - - -
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net Change (9,480) (4,021) (4,113) (5,846) (3,713) (16,179) (10,882) (1,883) 1,717
-------- -------- -------- -------- -------- -------- -------- -------- --------
Ending Balance (685,932) (689,953) (694,065) (699,911) (703,624) (719,803) (730,685) (732,569) (730,852)
======== ======== ======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST
OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ----------
RETAINED EARNINGS
Beginning Balance (730,852) (731,998) (733,594) (676,452)
Net Income (1,146) (1,596) 1,951 (55,190)
Dividends Paid (26,250) (26,250)
Other -
-
-
-
Adj to Actual (0)
-------- -------- -------- ----------
Net Change (1,146) (1,596) (24,299) (81,440)
-------- -------- -------- ----------
Ending Balance (731,998) (733,594) (757,892) (757,892)
======== ======== ======== ==========
131 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
BALANCE SHEET ASSUMPTIONS
(Must be labeled "Actual" or "F'cast")
F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST F'CAST
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06 JUN-06 SEP-06
------ ------ ------ ------ ---------- ------ ------ ------
RETAINED EARNINGS
Beginning Balance (757,892) (756,348) (756,552) (761,893) (757,892) (803,474) (806,730) (808,009)
Net Income 1,544 (204) (5,340) (1,331) (5,331) (3,256) (1,279) (10,888)
Dividends Paid - - - (40,250) (40,250) - - -
Other -
-
-
-
Adj to Actual -
-------- -------- -------- -------- -------- -------- -------- --------
Net Change 1,544 (204) (5,340) (41,581) (45,581) (3,256) (1,279) (10,888)
-------- -------- -------- -------- -------- -------- -------- --------
Ending Balance (756,348) (756,552) (761,893) (803,474) (803,474) (806,730) (808,009) (818,896)
======== ======== ======== ======== ======== ======== ======== ========
F'CAST F'CAST F'CAST F'CAST
DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ---------- ---------- ----------
RETAINED EARNINGS
Beginning Balance (818,896) (803,474) (872,898) (949,981)
Net Income (5,702) (21,125) (19,123) (28,744)
Dividends Paid (48,300) (48,300) (57,960) (69,552)
Other -
-
-
-
Adj to Actual -
-------- -------- -------- ----------
Net Change (54,002) (69,425) (77,083) (98,296)
-------- -------- -------- ----------
Ending Balance (872,898) (872,898) (949,981) (1,048,277)
======== ======== ======== ==========
132 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03
------- ------- ------ ------- ------ ------- ------ ------- -------
ALMONT
Cash Collections
PPAP (Invoice)
3rd Party Sales 660 2,180 2,783 541 1,619 1,654 1,063 310 3,243
Intercompany 677 745 1,132 1,119 784 527 386 469 464
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------- ------- ------ ------- ------ ------- ------ ------- -------
Total Purchases - - - - - - - - -
------- ------- ------ ------- ------ ------- ------ ------- -------
Cost of Sales:
Material 186 702 1,643 1,199 1,145 985 765 88 2,458
Scrap
Labor 534 564 571 393 337 467 267 305 496
Burden (74) 230 158 105 123 70 (34) (71) (184)
Restructuring
------- ------- ------ ------- ------ ------- ------ ------- -------
Total COS 646 1,496 2,371 1,697 1,605 1,521 998 321 2,770
------- ------- ------ ------- ------ ------- ------ ------- -------
VENTURE MOLD & ENG
(PURCHASES BASED ON DELUXE
SALES TO VME)
Cash Collections
PPAP (Invoice)
Sales 2,582 1,415 2,205 1,970 98 1,534 2,661 2,677 2,438
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------- ------- ------ ------- ------ ------- ------ ------- -------
Total Purchases - - - - - - - - -
------- ------- ------ ------- ------ ------- ------ ------- -------
Cost of Sales:
Material 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993
Scrap
Labor
Burden
Restructuring
------- ------- ------ ------- ------ ------- ------ ------- -------
Total COS 2,258 866 1,475 1,654 118 1,151 2,011 2,173 1,993
------- ------- ------ ------- ------ ------- ------ ------- -------
OCT-03 NOV-03 DEC-03 2003
------- ------- ------ -------
ALMONT
Cash Collections -
PPAP (Invoice) -
3rd Party Sales (924) 294 1,092 14,515
Intercompany 784 499 841 8,425
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------- ------- ------ -------
Total Purchases - - - -
------- ------- ------ -------
Cost of Sales:
Material (524) (80) 434 9,000
Scrap -
Labor 422 405 635 5,395
Burden 39 (88) (16) 257
Restructuring -
------- ------- ------ -------
Total COS (64) 237 1,053 14,652
------- ------- ------ -------
VENTURE MOLD & ENG
(PURCHASES BASED ON DELUXE
SALES TO VME)
Cash Collections -
PPAP (Invoice) -
Sales 1,092 1,139 515 20,326
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------- ------- ------ -------
Total Purchases - - - -
------- ------- ------ -------
Cost of Sales:
Material 819 854 (192) 15,179
Scrap -
Labor -
Burden -
Restructuring -
------- ------- ------ -------
Total COS 819 854 (192) 15,179
------- ------- ------ -------
133 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04
-------- ------- ------ ------- ------- ------ ------ -------
ALMONT
Cash Collections 1,236 - 164 102 -
PPAP (Invoice) 166 - - 2,608 2,720
3rd Party Sales 824 855 4,566 102 - - 12,438 -
Intercompany 291 1,203 665 360 360 360 360 360
Purchases:
Material 368 292 535 11,639 404
Scrap - - - - -
Labor 139 139 255 560 192
Burden 22 22 42 94 31
Restructuring - - - - -
-------- ------- ------ ------- ------- ------ ------ -------
Total Purchases - - - 529 453 832 12,294 627
-------- ------- ------ ------- ------- ------ ------ -------
Cost of Sales:
Material 230 648 3,441 251 175 175 12,389 175
Scrap
Labor 568 487 544 84 84 84 319 84
Burden (101) 184 (2) 12 12 12 53 12
Restructuring
-------- ------- ------ ------- ------- ------ ------ -------
Total COS 698 1,319 3,984 347 271 271 12,761 271
-------- ------- ------ ------- ------- ------ ------ -------
VENTURE MOLD & ENG
(PURCHASES BASED ON
DELUXE SALES TO VME)
Cash Collections 3,451 832 1,888 8,124 1,266
PPAP (Invoice) 1,631 7,867 1,009 250 545
Sales 990 1,879 1,523 250 2,777 250 250 3,128
Purchases:
Material 380 341 579 914 645
Scrap - - - - -
Labor 535 480 815 1,286 908
Burden 113 101 172 271 191
Restructuring - - - - -
-------- ------- ------ ------- ------- ------ ------ -------
Total Purchases - - - 1,027 923 1,566 2,471 1,745
-------- ------- ------ ------- ------- ------ ------ -------
Cost of Sales:
Material 742 1,409 1,186 188 2,083 188 188 2,346
Scrap
Labor
Burden
Restructuring
-------- ------- ------ ------- ------- ------ ------ -------
Total COS 742 1,409 1,186 188 2,083 188 188 2,346
-------- ------- ------ ------- ------- ------ ------ -------
SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------- ------- --------
ALMONT
Cash Collections - 5,329 - - 6,831
PPAP (Invoice) - - - - 5,495
3rd Party Sales - - - - 18,785
Intercompany 360 360 360 360 5,400
Purchases:
Material 404 404 1,391 539 15,976
Scrap - - - - -
Labor 192 192 663 257 2,590
Burden 31 31 112 42 427
Restructuring - - - - -
------ ------ ------- ------- --------
Total Purchases 627 627 2,165 838 18,993
------ ------ ------- ------- --------
Cost of Sales:
Material 175 175 175 175 18,188
Scrap -
Labor 84 84 84 84 2,587
Burden 12 12 12 12 232
Restructuring -
------ ------ ------- ------- --------
Total COS 271 271 271 271 21,007
------ ------ ------- ------- --------
VENTURE MOLD & ENG
(PURCHASES BASED ON
DELUXE SALES TO VME)
Cash Collections 413 708 615 413 17,710
PPAP (Invoice) 452 250 250 4,233 16,488
Sales 250 250 2,777 11,250 25,573
Purchases:
Material 567 567 567 504 5,063
Scrap - - - - -
Labor 798 798 798 709 7,126
Burden 168 168 168 149 1,500
Restructuring - - - - -
------ ------ ------- ------- --------
Total Purchases 1,532 1,532 1,532 1,361 13,689
------ ------ ------- ------- --------
Cost of Sales:
Material 188 188 2,083 8,438 19,223
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------- ------- --------
Total COS 188 188 2,083 8,438 19,223
------ ------ ------- ------- --------
134 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
------ ------ ------ ------ ------ ------- ------
ALMONT
Cash Collections - - 5,150 11,692 16,843 7,960 2,000
PPAP (Invoice) - 3,100 11,692 3,010 17,803 9,000 -
3rd Party Sales - 5,150 11,692 7,960 24,803 2,000 8,105
Intercompany 1,080 1,080 1,080 1,080 4,320 1,080 1,080
Purchases:
Material 2,088 5,447 11,501 2,717 21,752 2,275 1,587
Scrap - - - - - - -
Labor 995 1,118 886 837 3,835 1,084 756
Burden 165 186 146 138 635 180 124
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------- ------
Total Purchases 3,247 6,751 12,533 3,691 26,223 3,540 2,467
------ ------ ------ ------ ------ ------- ------
Cost of Sales:
Material 526 4,625 11,167 4,895 21,212 1,500 4,473
Scrap -
Labor 251 726 726 1,875 3,578 715 2,131
Burden 37 119 119 317 591 117 361
Restructuring -
------ ------ ------ ------ ------ ------- ------
Total COS 813 5,470 12,012 7,086 25,381 2,331 6,965
------ ------ ------ ------ ------ ------- ------
VENTURE MOLD & ENG
(PURCHASES BASED ON
DELUXE SALES TO VME)
Cash Collections 4,733 11,537 16 - 16,286 11,000 6,500
PPAP (Invoice) 11,787 16 - - 11,803 17,500 -
Sales 6,500 - - 9,000 15,500 - 11,200
Purchases:
Material 1,058 1,134 813 717 3,721 1,613 929
Scrap - - - - - - -
Labor 1,489 1,596 1,144 1,009 5,238 2,270 1,308
Burden 314 336 241 212 1,103 478 275
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------- ------
Total Purchases 2,861 3,066 2,197 1,938 10,062 4,361 2,512
------ ------ ------ ------ ------ ------- ------
Cost of Sales:
Material 4,875 - - 6,750 11,625 - 8,400
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------ ------- ------
Total COS 4,875 - - 6,750 11,625 - 8,400
------ ------ ------ ------ ------ ------- ------
SEP-06 DEC-06 2006 2007 2008
------- ------ ------ ------ ------
ALMONT
Cash Collections 8,105 3,000 21,065 10,200 10,000
PPAP (Invoice) 11,105 - 20,105 10,200 10,000
3rd Party Sales 3,000 - 13,105 10,200 10,000
Intercompany 1,080 1,080 4,320 4,320 4,320
Purchases:
Material 1,077 1,024 5,963 6,176 6,487
Scrap - - - - -
Labor 513 488 2,841 2,942 3,090
Burden 82 78 464 481 507
Restructuring - - - - -
------- ------ ------ ------ ------
Total Purchases 1,671 1,589 9,268 9,599 10,084
------- ------ ------ ------ ------
Cost of Sales:
Material 1,987 526 8,486 7,071 6,974
Scrap -
Labor 947 251 4,043 3,369 3,322
Burden 157 37 671 555 547
Restructuring -
------- ------ ------ ------ ------
Total COS 3,090 813 13,200 10,995 10,843
------- ------ ------ ------ ------
VENTURE MOLD & ENG
(PURCHASES BASED ON
DELUXE SALES TO VME)
Cash Collections - 9,000 26,500 26,200 26,500
PPAP (Invoice) 9,000 - 26,500 26,200 26,500
Sales - 15,000 26,200 26,500 26,500
Purchases:
Material 683 501 3,726 5,231 5,366
Scrap - - - - -
Labor 961 705 5,244 7,361 7,553
Burden 202 148 1,104 1,550 1,590
Restructuring - - - - -
------- ------ ------ ------ ------
Total Purchases 1,847 1,354 10,074 14,142 14,509
------- ------ ------ ------ ------
Cost of Sales:
Material - 11,250 19,650 19,875 19,875
Scrap -
Labor -
Burden -
Restructuring -
------- ------ ------ ------ ------
Total COS - 11,250 19,650 19,875 19,875
------- ------ ------ ------ ------
135 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------ ------ ------ ------- ------ ------- ------ ------
DELUXE (COST STRUCTURE FOR
DELUXE 3RD PARTY SALES)
Cash Collections
PPAP (Invoice)
Sales
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------- ------ ------- ------ ------
Total Purchases - - - - - - - -
------ ------ ------ ------- ------ ------- ------ ------
Cost of Sales:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------- ------ ------- ------ ------
Total COS - - - - - - - -
------ ------ ------ ------- ------ ------- ------ ------
TOTAL TOOLING (DOES NOT
INCLUDE DELUXE & USES
PREPAYMENTS FOR
MOLD PURCHASES)
Cash Collections - - - - - - - -
PPAP (Invoice) - - - - - - - -
Sales 3,241 3,595 4,988 2,511 1,718 3,189 3,723 2,986
Purchases:
Material - - - - - - - -
Scrap - - - - - - - -
Labor - - - - - - - -
Burden - - - - - - - -
Restructuring - - - - - - - -
------ ------ ------ ------- ------ ------- ------ ------
Total Purchases - - - - - - - -
------ ------ ------ ------- ------ ------- ------ ------
Cost of Sales:
Material 2,445 1,568 3,117 2,853 1,263 2,135 2,776 2,260
Scrap - - - - - - - -
Labor 534 564 571 393 337 467 267 305
Burden (74) 230 158 105 123 70 (34) (71)
Restructuring - - - - - - - -
------ ------ ------ ------- ------ ------- ------ ------
Total COS 2,904 2,362 3,846 3,351 1,723 2,672 3,009 2,494
------ ------ ------ ------- ------ ------- ------ ------
SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ----- ------
DELUXE (COST STRUCTURE FOR
DELUXE 3RD PARTY SALES)
Cash Collections - - - -
PPAP (Invoice) - - 106 106
Sales 100 749 295 1,144
Purchases:
Material 63 115 92 269
Scrap - - - -
Labor 89 161 129 379
Burden 19 34 27 80
Restructuring - - - -
------ ------ ------ ----- ------
Total Purchases - 170 310 248 727
------ ------ ------ ----- ------
Cost of Sales:
Material 27 202 80 309
Scrap - - - -
Labor 38 285 112 435
Burden 8 60 24 92
Restructuring - - - -
------ ------ ------ ----- ------
Total COS - 73 547 215 835
------ ------ ------ ----- ------
TOTAL TOOLING (DOES NOT
INCLUDE DELUXE & USES
PREPAYMENTS FOR
MOLD PURCHASES)
Cash Collections - - - - -
PPAP (Invoice) - - - - -
Sales 5,681 168 1,433 1,608 34,841
Purchases:
Material - 1,299 1,013 (44) 2,267
Scrap - - - - -
Labor - - - - -
Burden - - - - -
Restructuring - - - - -
------ ------ ------ ----- ------
Total Purchases - 1,299 1,013 (44) 2,267
------ ------ ------ ----- ------
Cost of Sales:
Material 4,450 295 774 242 24,179
Scrap - - - - -
Labor 496 422 405 635 5,395
Burden (184) 39 (88) (16) 257
Restructuring - - - - -
------ ------ ------ ----- ------
Total COS 4,763 755 1,091 861 29,831
------ ------ ------ ----- ------
DELUXE - ED&D
136 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04
------ ------ ------ ------- ------- ------ ------ -------
DELUXE (COST STRUCTURE FOR
DELUXE 3RD PARTY SALES)
Cash Collections - 106 327 435 700 495 685 450
PPAP (Invoice) 327 435 700 495 685 450 450 450
Sales 450 685 450 450 450 885 450 450
Purchases:
Material 134 141 134 133 130 1,262 648 648
Scrap - - - - - - - -
Labor 189 198 188 187 183 1,776 912 912
Burden 40 42 40 39 39 374 192 192
Restructuring - - - - - - - -
------ ------ ------ ------- ------- ------ ------ -------
Total Purchases 363 380 361 360 351 3,412 1,752 1,752
------ ------ ------ ------- ------- ------ ------ -------
Cost of Sales:
Material 122 185 122 122 122 239 122 122
Scrap - - - - - - - -
Labor 171 260 171 171 171 336 171 171
Burden 36 55 36 36 36 71 36 36
Restructuring - - - - - - - -
------ ------ ------ ------- ------- ------ ------ -------
Total COS 329 500 329 329 329 646 329 329
------ ------ ------ ------- ------- ------ ------ -------
TOTAL TOOLING (DOES NOT
INCLUDE DELUXE & USES
PREPAYMENTS FOR
MOLD PURCHASES)
Cash Collections - - - 4,687 832 2,052 8,226 1,266
PPAP (Invoice) - - - 1,797 7,867 1,009 2,858 3,265
Sales 1,813 2,734 6,089 352 2,777 250 12,688 3,128
Purchases:
Material 2,094 125 2,561 2,781 292 3,144 15,850 3,135
Scrap - - - - - - - -
Labor - - - 139 139 255 560 192
Burden - - - 22 22 42 94 31
Restructuring - - - - - - - -
------ ------ ------ ------- ------- ------ ------ -------
Total Purchases 2,094 125 2,561 2,941 453 3,441 16,504 3,358
------ ------ ------ ------- ------- ------ ------ -------
Cost of Sales:
Material 973 2,057 4,627 439 2,258 363 12,577 2,521
Scrap - - - - - - - -
Labor 568 487 544 84 84 84 319 84
Burden (101) 184 (2) 12 12 12 53 12
Restructuring - - - - - - - -
------ ------ ------ ------- ------- ------ ------ -------
Total COS 1,440 2,728 5,169 535 2,354 459 12,949 2,617
------ ------ ------ ------- ------- ------ ------ -------
SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------- ------ ------
DELUXE (COST STRUCTURE FOR
DELUXE 3RD PARTY SALES)
Cash Collections 450 450 885 450 5,433
PPAP (Invoice) 885 450 450 450 6,227
Sales 450 450 12,050 450 17,670
Purchases:
Material 743 694 694 326 5,688
Scrap - - - - -
Labor 1,045 977 977 459 8,005
Burden 220 206 206 97 1,685
Restructuring - - - - -
------ ------ ------- ------ ------
Total Purchases 2,008 1,878 1,878 883 15,378
------ ------ ------- ------ ------
Cost of Sales:
Material 122 122 3,254 122 4,771
Scrap - - - - -
Labor 171 171 4,579 171 6,715
Burden 36 36 964 36 1,414
Restructuring - - - - -
------ ------ ------- ------ ------
Total COS 329 329 8,797 329 12,899
------ ------ ------- ------ ------
TOTAL TOOLING (DOES NOT
INCLUDE DELUXE & USES
PREPAYMENTS FOR
MOLD PURCHASES)
Cash Collections 413 6,037 615 413 24,541
PPAP (Invoice) 452 250 250 4,233 21,983
Sales 250 250 2,777 11,250 44,358
Purchases:
Material 654 2,979 2,873 639 37,126
Scrap - - - - -
Labor 192 192 663 257 2,590
Burden 31 31 112 42 427
Restructuring - - - - -
------ ------ ------- ------ ------
Total Purchases 877 3,202 3,648 938 40,143
------ ------ ------- ------ ------
Cost of Sales:
Material 363 363 2,258 8,613 37,411
Scrap - - - - -
Labor 84 84 84 84 2,587
Burden 12 12 12 12 232
Restructuring - - - - -
------ ------ ------- ------ ------
Total COS 459 459 2,354 8,709 40,230
------ ------ ------- ------ ------
9%
4,128
DELUXE - ED&D
137 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
------ ------ ------ ------ ------ ------- ------
DELUXE (COST STRUCTURE FOR
DELUXE 3RD PARTY SALES)
Cash Collections 1,350 450 1,350 18,820 21,970 2,142 1,350
PPAP (Invoice) 900 1,350 18,820 2,142 23,212 1,350 1,350
Sales 8,012 1,350 1,350 1,350 12,062 1,350 1,350
Purchases:
Material 824 585 443 367 2,219 365 365
Scrap - - - - - - -
Labor 1,159 823 624 517 3,123 513 513
Burden 244 173 131 109 658 108 108
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------- ------
Total Purchases 2,227 1,582 1,199 993 6,000 986 986
------ ------ ------ ------ ------ ------- ------
Cost of Sales:
Material 2,163 365 365 365 3,257 365 365
Scrap - - - - - - -
Labor 3,045 513 513 513 4,584 513 513
Burden 641 108 108 108 965 108 108
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------- ------
Total COS 5,849 986 986 986 8,805 986 986
------ ------ ------ ------ ------ ------- ------
TOTAL TOOLING (DOES NOT
INCLUDE DELUXE & USES
PREPAYMENTS FOR
MOLD PURCHASES)
Cash Collections 4,733 11,537 5,167 11,692 33,129 18,960 8,500
PPAP (Invoice) 11,787 3,116 11,692 3,010 29,606 26,500 -
Sales 6,500 5,150 11,692 16,960 40,303 2,000 19,305
Purchases:
Material 7,009 10,487 13,526 6,062 37,084 9,513 1,587
Scrap - - - - - - -
Labor 995 1,118 886 837 3,835 1,084 756
Burden 165 186 146 138 635 180 124
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------- ------
Total Purchases 8,169 11,792 14,558 7,036 41,555 10,777 2,467
------ ------ ------ ------ ------ ------- ------
Cost of Sales:
Material 5,401 4,625 11,167 11,645 32,837 1,500 12,873
Scrap - - - - - - -
Labor 251 726 726 1,875 3,578 715 2,131
Burden 37 119 119 317 591 117 361
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------- ------
Total COS 5,688 5,470 12,012 13,836 37,006 2,331 15,365
------ ------ ------ ------ ------ ------- ------
8%
3,297
SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------
DELUXE (COST STRUCTURE FOR
DELUXE 3RD PARTY SALES)
Cash Collections 1,350 1,350 6,192 2,700 5,400
PPAP (Invoice) 1,350 1,350 5,400 5,400 5,400
Sales 1,350 1,350 5,400 5,400 5,400
Purchases:
Material 365 365 1,458 1,458 1,458
Scrap - - - - -
Labor 513 513 2,052 2,052 2,052
Burden 108 108 432 432 432
Restructuring - - - - -
------ ------ ------ ------ ------
Total Purchases 986 986 3,942 3,942 3,942
------ ------ ------ ------ ------
Cost of Sales:
Material 365 365 1,458 1,458 1,458
Scrap - - - - -
Labor 513 513 2,052 2,052 2,052
Burden 108 108 432 432 432
Restructuring - - - - -
------ ------ ------ ------ ------
Total COS 986 986 3,942 3,942 3,942
------ ------ ------ ------ ------
TOTAL TOOLING (DOES NOT
INCLUDE DELUXE & USES
PREPAYMENTS FOR
MOLD PURCHASES)
Cash Collections 8,105 12,000 47,565 36,400 36,500
PPAP (Invoice) 20,105 - 46,605 36,400 36,500
Sales 3,000 15,000 39,305 36,700 36,500
Purchases:
Material 5,127 1,024 17,251 26,028 26,362
Scrap - - - - -
Labor 513 488 2,841 2,942 3,090
Burden 82 78 464 481 507
Restructuring - - - - -
------ ------ ------ ------ ------
Total Purchases 5,721 1,589 20,555 29,452 29,959
------ ------ ------ ------ ------
Cost of Sales:
Material 1,987 11,776 28,136 26,946 26,849
Scrap - - - - -
Labor 947 251 4,043 3,369 3,322
Burden 157 37 671 555 547
Restructuring - - - - -
------ ------ ------ ------ ------
Total COS 3,090 12,063 32,850 30,870 30,718
------ ------ ------ ------ ------
16% 16% 16%
6,455 5,830 5,782
DELUXE - ED&D
138 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------ ------ ------ ------ ------ ------ ------ ------
Cash Collections
PPAP (Invoice)
Sales
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total Purchases - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Cost of Sales:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total COS - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
ALMONT - ED&D
Cash Collections
PPAP (Invoice)
Sales
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total Purchases - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Cost of Sales:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total COS - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
ED&D CALCULATION:
Hummer
SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ -----
Cash Collections 929 815 813 2,557
PPAP (Invoice) -
Sales 929 815 813 2,557
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ -----
Total Purchases - - - - -
------ ------ ------ ------ -----
Cost of Sales:
Material 27 27 27 80
Scrap - - - -
Labor 781 781 781 2,342
Burden 78 78 78 235
Restructuring - - - -
------ ------ ------ ------ -----
Total COS - 886 886 886 2,657
------ ------ ------ ------ -----
ALMONT - ED&D
Cash Collections -
PPAP (Invoice) -
Sales -
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ -----
Total Purchases - - - - -
------ ------ ------ ------ -----
Cost of Sales:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ -----
Total COS - - - - -
------ ------ ------ ------ -----
ED&D CALCULATION:
Hummer
139 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04
------ ------ ------ ------ ------ ------ ------ ------
Cash Collections 486 322 490 339 404 465 212 628
PPAP (Invoice)
Sales 486 322 490 339 404 465 212 628
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total Purchases - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Cost of Sales:
Material 52 52 52 52 52 52 52 52
Scrap - - - - - - - -
Labor 770 770 770 770 770 770 770 770
Burden 79 79 79 79 79 79 79 79
Restructuring - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Total COS 901 901 901 901 901 901 901 901
------ ------ ------ ------ ------ ------ ------ ------
ALMONT - ED&D
Cash Collections 279 316 275 271 303 127 271
PPAP (Invoice)
Sales 279 316 275 271 303 127 271
Purchases:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total Purchases - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Cost of Sales:
Material
Scrap
Labor
Burden
Restructuring
------ ------ ------ ------ ------ ------ ------ ------
Total COS - - - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
ED&D CALCULATION:
Hummer 1,512 2,753 3,848 2,782 3,230 3,531 1,309 2,909
52.25 52.25 52.25 52.25 52.25 52.25 52.25 52.25
------ ------ ------ ------ ------ ------ ------ ------
79 144 201 145 169 184 68 152
------ ------ ------ ------ ------ ------ ------ ------
SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------
Cash Collections 1,043 982 822 916 7,109
PPAP (Invoice) -
Sales 1,043 982 822 916 7,109
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------
Total Purchases - - - - -
------ ------ ------ ------ ------
Cost of Sales:
Material 52 52 52 52 620
Scrap - - - - -
Labor 770 770 770 770 9,240
Burden 79 79 79 79 950
Restructuring - - - - -
------ ------ ------ ------ ------
Total COS 901 901 901 901 10,810
------ ------ ------ ------ ------
ALMONT - ED&D
Cash Collections 258 254 217 194 2,766
PPAP (Invoice) -
Sales 258 254 217 194 2,766
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------
Total Purchases - - - - -
------ ------ ------ ------ ------
Cost of Sales:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------
Total COS - - - - -
------ ------ ------ ------ ------
ED&D CALCULATION:
Hummer 3,476 2,895 2,327 2,473 33,045
52.25 52.25 52.25 52.25 52.25
------ ------ ------ ------ ------
182 151 122 129 1,727
------ ------ ------ ------ ------
140 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
------ ------ ------ ------ ------ ------ ------
Cash Collections 2,752 2,795 2,268 2,259 10,075 2,619 2,476
PPAP (Invoice) -
Sales 2,752 2,795 2,268 2,259 10,075 2,619 2,476
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------ ------ ------
Total Purchases - - - - - - -
------ ------ ------ ------ ------ ------ ------
Cost of Sales:
Material 54 54 54 54 217 43 43
Scrap - - - - - - -
Labor 675 675 675 675 2,700 484 484
Burden 83 83 83 83 333 65 65
Restructuring - - - - - - -
------ ------ ------ ------ ------ ------ ------
Total COS 812 812 812 812 3,250 592 592
------ ------ ------ ------ ------ ------ ------
ALMONT - ED&D
Cash Collections 776 785 433 433 2,427 325 325
PPAP (Invoice) -
Sales 776 785 433 433 2,427 325 325
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------ ------ ------
Total Purchases - - - - - - -
------ ------ ------ ------ ------ ------ ------
Cost of Sales:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------ ------ ------
Total COS - - - - - - -
------ ------ ------ ------ ------ ------ ------
ED&D CALCULATION:
Hummer 8,208 8,360 7,144 7,448 31,160 8,056 7,904
52.25 52.25 52.25 52.25 52.25 52.25 52.25
------ ------ ------ ------ ------ ------ ------
429 437 373 389 1,628 421 413
------ ------ ------ ------ ------ ------ ------
SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------
Cash Collections 1,906 1,885 8,886 9,036 7,793
PPAP (Invoice) -
Sales 1,906 1,885 8,886 9,036 7,793
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------
Total Purchases - - - - -
------ ------ ------ ------ ------
Cost of Sales:
Material 43 43 171 144 151
Scrap - - - - -
Labor 484 484 1,936 2,276 2,231
Burden 65 65 262 220 231
Restructuring - - - - -
------ ------ ------ ------ ------
Total COS 592 592 2,369 2,640 2,613
------ ------ ------ ------ ------
ALMONT - ED&D
Cash Collections 325 325 1,301 23 23
PPAP (Invoice) -
Sales 325 325 1,301 23 23
Purchases:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------
Total Purchases - - - - -
------ ------ ------ ------ ------
Cost of Sales:
Material -
Scrap -
Labor -
Burden -
Restructuring -
------ ------ ------ ------ ------
Total COS - - - - -
------ ------ ------ ------ ------
ED&D CALCULATION:
Hummer 6,840 6,840 29,640 28,597 26,566
52.25 52.25 52.25 52.25 52.25
------ ------ ------ ------ ------
357 357 1,549 1,494 1,388
------ ------ ------ ------ ------
141 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------ ------ ------ ------ ------ ------ ------ ------
GMT 610
560 Program
Total SI
Other ED&D
Total ED&D
SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ----
GMT 610
560 Program
Total SI
Other ED&D
Total ED&D
142 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
GMT 610 13,243 13,973 17,388 12,800 14,080 16,128 6,400 14,080 16,896 14,080 10,880 11,648 161,596
8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
116 122 152 112 123 141 56 123 148 123 95 102 1,411
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
560 Program 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 1,667 20,000
11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
19 19 19 19 19 19 19 19 19 19 19 19 233
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total SI 214 285 372 277 311 345 144 294 349 294 236 250 3,370
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Other ED&D 272 316 434 338 364 423 196 605 952 943 803 859 6,504
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ -------
Total ED&D 486 601 806 614 675 767 340 899 1,301 1,236 1,039 1,110 9,875
====== ====== ====== ====== ====== ====== ===== ====== ====== ====== ====== ====== =======
143 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
GMT 610 41,536 42,944 37,312 38,720 160,512 43,648 42,240 37,312 38,016 161,216 178,063 178,181
8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73 8.73
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
363 375 326 338 1,401 381 369 326 332 1,407 1,554 1,556
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
560 Program 5,000 5,000 5,000 5,000 20,000 -
11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65 11.65
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
58 58 58 58 233 - - - - - - -
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
Total SI 850 870 757 785 3,262 802 782 683 689 2,956 3,049 2,944
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
Other ED&D 2,679 2,710 1,944 1,907 9,239 2,142 2,020 1,548 1,521 7,231 6,011 4,872
------ ------ ------ ------ ------- ------ ------ ------ ------ ------- ------- -------
Total ED&D 3,528 3,580 2,701 2,692 12,501 2,944 2,802 2,232 2,210 10,187 9,059 7,816
====== ====== ====== ====== ======= ====== ====== ====== ====== ======= ======= =======
144 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
------ ------ ------ ------ ------ ------ ------ ------
DELUXE RELATED PARTY CALC
Prepayments from VME
ED&D - - - - - -
3rd Party Collections - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Inflows - - - - - -
------ ------ ------ ------ ------ ------ ------ ------
Purchases - - - - - -
Cost of ED&D - - - - - -
Deluxe SG&A
------ ------ ------ ------ ------ ------ ------ ------
Net Deluxe Cash Flow - - - - - -
====== ====== ====== ====== ====== ====== ====== ======
SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------
DELUXE RELATED PARTY CALC
Prepayments from VME 1,299 1,013 (44) 2,267
ED&D - 929 815 813 2,557
3rd Party Collections - - - - -
------ ------ ------ ------ ------
Inflows - 2,228 1,827 769 4,825
------ ------ ------ ------ ------
Purchases - (170) (310) (248) (727)
Cost of ED&D - (886) (886) (886) (2,657)
Deluxe SG&A (1,012) (1,012) (1,012) (3,035)
------ ------ ------ ------ ------
Net Deluxe Cash Flow - 161 (380) (1,376) (1,596)
====== ====== ====== ====== ======
145 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
DELUXE RELATED PARTY CALC
Prepayments from VME 2,094 125 2,561 2,413 (0) 2,609 4,210
ED&D 486 322 490 339 404 465 212
3rd Party Collections - 106 327 435 700 495 685
------ ------ ------ ------ ------ ------ ------
Inflows 2,580 553 3,378 3,187 1,104 3,568 5,108
------ ------ ------ ------ ------ ------ ------
Purchases (363) (380) (361) (1,387) (1,274) (4,978) (4,222)
Cost of ED&D (901) (901) (901) (901) (901) (901) (901)
Deluxe SG&A (969) (969) (969) (792) (792) (792) (792)
------ ------ ------ ------ ------ ------ ------
Net Deluxe Cash Flow 347 (1,696) 1,147 108 (1,863) (3,102) (807)
====== ====== ====== ====== ====== ====== ======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ -------
DELUXE RELATED PARTY CALC
Prepayments from VME 2,731 250 2,575 1,483 100 21,149
ED&D 628 1,043 982 822 916 7,109
3rd Party Collections 450 450 450 885 450 5,433
------ ------ ------ ------ ------ -------
Inflows 3,809 1,743 4,007 3,189 1,4663 3,692
------ ------ ------ ------ ------ -------
Purchases (3,497) (3,541) (3,410) (3,410) (2,244) (29,067)
Cost of ED&D (901) (901) (901) (901) (901) (10,810)
Deluxe SG&A (792) (792) (792) (792) (792) (10,031)
------ ------ ------ ------ ------ -------
Net Deluxe Cash Flow (1,380) (3,491) (1,095) (1,913) (2,471) (16,216)
====== ====== ====== ====== ====== =======
146 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
TOOLING ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005
------ ------ ------ ------ -------
DELUXE RELATED PARTY CALC
Prepayments from VME 4,922 5,040 2,025 3,345 15,332
ED&D 2,752 2,795 2,268 2,259 10,075
3rd Party Collections 1,350 450 1,350 18,820 21,970
------ ------ ------ ------ -------
Inflows 9,024 8,285 5,643 24,425 47,377
------ ------ ------ ------ -------
Purchases (5,088) (4,647) (3,396) (2,931) (16,062)
Cost of ED&D (812) (812) (812) (812) (3,250)
Deluxe SG&A (2,494) (2,494) (2,494) (2,494) (9,975)
------ ------ ------ ------ -------
Net Deluxe Cash Flow 630 332 (1,058) 18,187 18,090
====== ====== ====== ====== =======
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ------- ------- -------
DELUXE RELATED PARTY CALC
Prepayments from VME 7,238 - 4,050 - 11,288 19,853 19,875
ED&D 2,619 2,476 1,906 1,885 8,886 9,036 7,793
3rd Party Collections 2,142 1,350 1,350 1,350 6,192 2,700 5,400
------ ------ ------ ------ ------- ------- -------
Inflows 11,999 3,826 7,306 3,235 26,366 31,589 33,068
------ ------ ------ ------ ------- ------- -------
Purchases (5,347) (3,497) (2,832) (2,340) (14,016) (18,084) (18,451)
Cost of ED&D (592) (592) (592) (592) (2,369) (2,640) (2,613)
Deluxe SG&A (2,618) (2,618) (2,618) (2,618) (10,474) (10,997) (11,547)
------ ------ ------ ------ ------- ------- -------
Net Deluxe Cash Flow 3,441 (2,882) 1,263 (2,316) (493) (133) 458
====== ====== ====== ====== ======= ======= =======
147 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
PRE-PETITION DEBT
PRE-PETITION REVOLVER
BEGINNING BALANCE 171,427 171,423 171,415 169,906 169,906 169,989 169,986
Borrowings 83
Amortization (4) (8) (1,509) (3) (3)
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 171,423 171,415 169,906 169,906 169,989 169,986 169,983
======= ======= ======= ======= ======= ======= =======
TERM DEBT
TERM LOAN A
BEGINNING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 24,514
Borrowings
Amortization
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 24,514
======= ======= ======= ======= ======= ======= =======
TERM LOAN B
BEGINNING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 180,813
Borrowings
Amortization
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 180,813
======= ======= ======= ======= ======= ======= =======
TERM LOAN C
BEGINNING BALANCE 49,109 49,109 49,109 49,109 49,223 49,271 49,320
Borrowings 114 48 49 41
Amortization
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 49,109 49,109 49,109 49,223 49,271 49,320 49,361
======= ======= ======= ======= ======= ======= =======
TOTAL TERM DEBT
BEGINNING BALANCE 254,436 254,436 254,436 254,436 254,550 254,598 254,647
Borrowings - - - 114 48 49 41
Amortization - - - - - - -
Adjustments - - - - - - -
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 254,436 254,436 254,436 254,550 254,598 254,647 254,688
======= ======= ======= ======= ======= ======= =======
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
PRE-PETITION DEBT
PRE-PETITION REVOLVER
BEGINNING BALANCE 169,983 169,980 169,980 169,980 169,980 171,427
Borrowings 83
Amortization (3) (1,530)
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 169,980 169,980 169,980 169,980 169,980 169,980
======= ======= ======= ======= ======= ========
TERM DEBT
TERM LOAN A
BEGINNING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514
Borrowings -
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514
======= ======= ======= ======= ======= ========
TERM LOAN B
BEGINNING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813
Borrowings -
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813
======= ======= ======= ======= ======= ========
TERM LOAN C
BEGINNING BALANCE 49,361 49,411 49,475 49,525 49,582 49,109
Borrowings 50 64 50 57 51 524
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 49,411 49,475 49,525 49,582 49,633 49,633
======= ======= ======= ======= ======= ========
TOTAL TERM DEBT
BEGINNING BALANCE 254,688 254,738 254,802 254,852 254,909 254,436
Borrowings 50 64 50 57 51 524
Amortization - - - - - -
Adjustments - - - - - -
------- ------- ------- ------- ------- --------
ENDING BALANCE 254,738 254,802 254,852 254,909 254,960 254,960
======= ======= ======= ======= ======= ========
148 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
PRE-PETITION DEBT
PRE-PETITION REVOLVER
BEGINNING BALANCE 169,980 169,980 169,980 169,980 169,980 169,980 -
Borrowings
Amortization (169,980)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 169,980 169,980 169,980 169,980 169,980 - -
======= ======= ======= ======= ======= ======== ======
TERM DEBT
TERM LOAN A
BEGINNING BALANCE 24,514 24,514 24,514 24,514 24,514 24,514 -
Borrowings
Amortization (24,514)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 24,514 24,514 24,514 24,514 24,514 - -
======= ======= ======= ======= ======= ======== ======
TERM LOAN B
BEGINNING BALANCE 180,813 180,813 180,813 180,813 180,813 180,813 -
Borrowings
Amortization (180,813)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 180,813 180,813 180,813 180,813 180,813 - -
======= ======= ======= ======= ======= ======== ======
TERM LOAN C
BEGINNING BALANCE 49,633 49,670 49,670 49,750 49,750 49,750 -
Borrowings 37 80
Amortization (49,750)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 49,670 49,670 49,750 49,750 49,750 - -
======= ======= ======= ======= ======= ======== ======
TOTAL TERM DEBT
BEGINNING BALANCE 254,960 254,997 254,997 255,077 255,077 255,077 -
Borrowings 37 - 80 - - - -
Amortization - - - - - (255,077) -
Adjustments - - - - - - -
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 254,997 254,997 255,077 255,077 255,077 - -
======= ======= ======= ======= ======= ======== ======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
PRE-PETITION DEBT
PRE-PETITION REVOLVER
BEGINNING BALANCE - - - - - 169,980
Borrowings -
Amortization (169,980)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
TERM DEBT
TERM LOAN A
BEGINNING BALANCE - - - - - 24,514
Borrowings
Amortization (24,514)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
TERM LOAN B
BEGINNING BALANCE - - - - - 180,813
Borrowings -
Amortization (180,813)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
TERM LOAN C
BEGINNING BALANCE - - - - - 49,633
Borrowings 117
Amortization (49,750)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
TOTAL TERM DEBT
BEGINNING BALANCE - - - - - 254,960
Borrowings - - - - - 117
Amortization - - - - - (255,077)
Adjustments - - - - - -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
149 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005 MAR-06
------ ------ ------ ------ ---------- ------
PRE-PETITION DEBT
PRE-PETITION REVOLVER
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ========== ======
TERM DEBT
TERM LOAN A
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ========== ======
TERM LOAN B
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ========== ======
TERM LOAN C
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ========== ======
TOTAL TERM DEBT
BEGINNING BALANCE - - - - - -
Borrowings - - - - - -
Amortization - - - - - -
Adjustments - - - - - -
------ ------ ------ ------ ---------- ------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ========== ======
JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ---------- ---------- ----------
PRE-PETITION DEBT
PRE-PETITION REVOLVER
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - -
====== ====== ====== ========== ========== ==========
TERM DEBT
TERM LOAN A
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - -
====== ====== ====== ========== ========== ==========
TERM LOAN B
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - -
====== ====== ====== ========== ========== ==========
TERM LOAN C
BEGINNING BALANCE - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - -
====== ====== ====== ========== ========== ==========
TOTAL TERM DEBT
BEGINNING BALANCE - - - - - -
Borrowings - - - - - -
Amortization - - - - - -
Adjustments - - - - - -
------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - -
====== ====== ====== ========== ========== ==========
150 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------- ------- ------- ------- ------- ------- -------
BOND DEBT
9.5% COUPON RATE
BEGINNING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 205,000
Borrowings
Amortization
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 205,000
======= ======= ======= ======= ======= ======= =======
11% COUPON RATE
BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000
Borrowings
Amortization
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000
======= ======= ======= ======= ======= ======= =======
12% COUPON RATE
BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000
Borrowings
Amortization
Adjustments
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 125,000
======= ======= ======= ======= ======= ======= =======
TOTAL BOND DEBT
BEGINNING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 455,000
Borrowings - - - - - - -
Amortization - - - - - - -
Adjustments - - - - - - -
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 455,000
======= ======= ======= ======= ======= ======= =======
TOTAL PRE-PETITION DEBT
BEGINNING BALANCE 880,863 880,859 880,851 879,342 879,456 879,587 879,633
Borrowings - - - 114 131 49 41
Amortization (4) (8) (1,509) - - (3) (3)
Adjustments - - - - - - -
------- ------- ------- ------- ------- ------- -------
ENDING BALANCE 880,859 880,851 879,342 879,456 879,587 879,633 879,671
======= ======= ======= ======= ======= ======= =======
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------- ------- ------- ------- ------- ----------
BOND DEBT
9.5% COUPON RATE
BEGINNING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000
Borrowings -
Amortization -
Adjustments -
------- ------- ------- ------- ------- -------
ENDING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000
======= ======= ======= ======= ======= =======
11% COUPON RATE
BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000
Borrowings -
Amortization -
Adjustments -
------- ------- ------- ------- ------- -------
ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000
======= ======= ======= ======= ======= =======
12% COUPON RATE
BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000
Borrowings -
Amortization -
Adjustments -
------- ------- ------- ------- ------- -------
ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000
======= ======= ======= ======= ======= =======
TOTAL BOND DEBT
BEGINNING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000
Borrowings - - - - - -
Amortization - - - - - -
Adjustments - - - - - -
------- ------- ------- ------- ------- -------
ENDING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000
======= ======= ======= ======= ======= =======
TOTAL PRE-PETITION DEBT
BEGINNING BALANCE 879,671 879,718 879,782 879,832 879,889 880,863
Borrowings 50 64 50 57 51 607
Amortization (3) - - - - (1,530)
Adjustments - - - - - -
------- ------- ------- ------- ------- -------
ENDING BALANCE 879,718 879,782 879,832 879,889 879,940 879,940
======= ======= ======= ======= ======= =======
151 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------- ------- ------- ------- ------- -------- ------
BOND DEBT
9.5% COUPON RATE
BEGINNING BALANCE 205,000 205,000 205,000 205,000 205,000 205,000 -
Borrowings
Amortization (205,000)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 205,000 205,000 205,000 205,000 205,000 - -
======= ======= ======= ======= ======= ======== ======
11% COUPON RATE
BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 -
Borrowings
Amortization (125,000)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 - -
======= ======= ======= ======= ======= ======== ======
12% COUPON RATE
BEGINNING BALANCE 125,000 125,000 125,000 125,000 125,000 125,000 -
Borrowings
Amortization (125,000)
Adjustments
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 125,000 125,000 125,000 125,000 125,000 - -
======= ======= ======= ======= ======= ======== ======
TOTAL BOND DEBT
BEGINNING BALANCE 455,000 455,000 455,000 455,000 455,000 455,000 -
Borrowings - - - - - - -
Amortization - - - - - (455,000) -
Adjustments - - - - - - -
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 455,000 455,000 455,000 455,000 455,000 - -
======= ======= ======= ======= ======= ======== ======
TOTAL PRE-PETITION DEBT
BEGINNING BALANCE 879,940 879,977 879,977 880,057 880,057 880,057 -
Borrowings 37 - 80 - - - -
Amortization - - - - - (880,057) -
Adjustments - - - - - - -
------- ------- ------- ------- ------- -------- ------
ENDING BALANCE 879,977 879,977 880,057 880,057 880,057 - -
======= ======= ======= ======= ======= ======== ======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
BOND DEBT
9.5% COUPON RATE
BEGINNING BALANCE - - - - - 205,000
Borrowings -
Amortization (205,000)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
11% COUPON RATE
BEGINNING BALANCE - - - - - 125,000
Borrowings -
Amortization (125,000)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
12% COUPON RATE
BEGINNING BALANCE - - - - - 125,000
Borrowings -
Amortization (125,000)
Adjustments -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
TOTAL BOND DEBT
BEGINNING BALANCE - - - - - 455,000
Borrowings - - - - - -
Amortization - - - - - (455,000)
Adjustments - - - - - -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
TOTAL PRE-PETITION DEBT
BEGINNING BALANCE - - - - - 879,940
Borrowings - - - - - 117
Amortization - - - - - (880,057)
Adjustments - - - - - -
------ ------ ------ ------ ------ ---------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== =========
152 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------ ------ ------ ----------
BOND DEBT
9.5% COUPON RATE
BEGINNING BALANCE - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ----------
ENDING BALANCE - - - - -
====== ====== ====== ====== ==========
11% COUPON RATE
BEGINNING BALANCE - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ----------
ENDING BALANCE - - - - -
====== ====== ====== ====== ==========
12% COUPON RATE
BEGINNING BALANCE - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ----------
ENDING BALANCE - - - - -
====== ====== ====== ====== ==========
TOTAL BOND DEBT
BEGINNING BALANCE - - - - -
Borrowings - - - - -
Amortization - - - - -
Adjustments - - - - -
------ ------ ------ ------ ----------
ENDING BALANCE - - - - -
====== ====== ====== ====== ==========
TOTAL PRE-PETITION DEBT
BEGINNING BALANCE - - - - -
Borrowings - - - - -
Amortization - - - - -
Adjustments - - - - -
------ ------ ------ ------ ----------
ENDING BALANCE - - - - -
====== ====== ====== ====== ==========
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ------ ---------- ---------- ----------
BOND DEBT
9.5% COUPON RATE
BEGINNING BALANCE - - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ========== ========== ==========
11% COUPON RATE
BEGINNING BALANCE - - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ========== ========== ==========
12% COUPON RATE
BEGINNING BALANCE - - - - - - -
Borrowings -
Amortization -
Adjustments -
------ ------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ========== ========== ==========
TOTAL BOND DEBT
BEGINNING BALANCE - - - - - - -
Borrowings - - - - - - -
Amortization - - - - - - -
Adjustments - - - - - - -
------ ------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ========== ========== ==========
TOTAL PRE-PETITION DEBT
BEGINNING BALANCE - - - - - - -
Borrowings - - - - - - -
Amortization - - - - - - -
Adjustments - - - - - - -
------ ------ ------ ------ ---------- ---------- ----------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ========== ========== ==========
153 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
EXIT FINANCING
SENIOR TERM
BEGINNING BALANCE - - - - - - -
Borrowings
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ====== ======
JUNIOR TERM
BEGINNING BALANCE - - - - - - -
Borrowings
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ====== ======
EXIT TERM
BEGINNING BALANCE - - - - - - -
Borrowings
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ====== ======
PRIORITY NOTE
BEGINNING BALANCE - - - - - - -
Borrowings
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ====== ======
OTHER 2
BEGINNING BALANCE - - - - - - -
Borrowings
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ====== ======
TOTAL POST-EXIT TERM DEBT
BEGINNING BALANCE - - - - - - -
Borrowings - - - - - - -
PIK - - - - - - -
Amortization - - - - - - -
Adjustments - - - - - - -
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ====== ======
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
EXIT FINANCING
SENIOR TERM
BEGINNING BALANCE - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------ ------ ------ ------ ------ ----------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== ==========
JUNIOR TERM
BEGINNING BALANCE - - - - - -
Borrowings -
PIK -
Amortization -
Adjustments -
------ ------ ------ ------ ------ ----------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== ==========
EXIT TERM
BEGINNING BALANCE - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------ ------ ------ ------ ------ ----------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== ==========
PRIORITY NOTE
BEGINNING BALANCE - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------ ------ ------ ------ ------ ----------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== ==========
OTHER 2
BEGINNING BALANCE - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------ ------ ------ ------ ------ ----------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== ==========
TOTAL POST-EXIT TERM DEBT
BEGINNING BALANCE - - - - - -
Borrowings - - - - - -
PIK - - - - - -
Amortization - - - - - -
Adjustments - - - - - -
------ ------ ------ ------ ------ ----------
ENDING BALANCE - - - - - -
====== ====== ====== ====== ====== ==========
154 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------- -------
EXIT FINANCING
SENIOR TERM
BEGINNING BALANCE - - - - - - 200,000
Borrowings 200,000
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------- -------
ENDING BALANCE - - - - - 200,000 200,000
====== ====== ====== ====== ====== ======= =======
JUNIOR TERM
BEGINNING BALANCE - - - - - - 50,000
Borrowings 50,000
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------- -------
ENDING BALANCE - - - - - 50,000 50,000
====== ====== ====== ====== ====== ======= =======
EXIT TERM
BEGINNING BALANCE - - - - - - 80,000
Borrowings 80,000
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------- -------
ENDING BALANCE - - - - - 80,000 80,000
====== ====== ====== ====== ====== ======= =======
PRIORITY NOTE
BEGINNING BALANCE - - - - - - 10,125
Borrowings 10,125
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------- -------
ENDING BALANCE - - - - - 10,125 10,125
====== ====== ====== ====== ====== ======= =======
OTHER 2
BEGINNING BALANCE - - - - - - -
Borrowings
PIK
Amortization
Adjustments
------ ------ ------ ------ ------ ------- -------
ENDING BALANCE - - - - - - -
====== ====== ====== ====== ====== ======= =======
TOTAL POST-EXIT TERM DEBT
BEGINNING BALANCE - - - - - - 340,125
Borrowings - - - - - 340,125 -
PIK - - - - - - -
Amortization - - - - - - -
Adjustments - - - - - - -
------ ------ ------ ------ ------ ------- -------
ENDING BALANCE - - - - - 340,125 340,125
====== ====== ====== ====== ====== ======= =======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------- ------- ------- ------- ------- ----------
EXIT FINANCING
SENIOR TERM
BEGINNING BALANCE 200,000 200,000 200,000 200,000 200,000 -
Borrowings 200,000
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 200,000 200,000 200,000 200,000 200,000 200,000
======= ======= ======= ======= ======= ========
JUNIOR TERM
BEGINNING BALANCE 50,000 50,000 50,000 50,000 50,000 -
Borrowings 50,000
PIK 2,333 2,333
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 50,000 50,000 50,000 50,000 52,333 52,333
======= ======= ======= ======= ======= ========
EXIT TERM
BEGINNING BALANCE 80,000 80,000 80,000 80,000 80,000 -
Borrowings 80,000
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 80,000 80,000 80,000 80,000 80,000 80,000
======= ======= ======= ======= ======= ========
PRIORITY NOTE
BEGINNING BALANCE 10,125 10,125 10,125 10,125 10,125 -
Borrowings 10,125
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE 10,125 10,125 10,125 10,125 10,125 10,125
======= ======= ======= ======= ======= ========
OTHER 2
BEGINNING BALANCE - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ------- --------
ENDING BALANCE - - - - - -
======= ======= ======= ======= ======= ========
TOTAL POST-EXIT TERM DEBT
BEGINNING BALANCE 340,125 340,125 340,125 340,125 340,125 -
Borrowings - - - - - 340,125
PIK - - - - 2,333 2,333
Amortization - - - - - -
Adjustments - - - - - -
------- ------- ------- ------- ------- --------
ENDING BALANCE 340,125 340,125 340,125 340,125 342,459 342,459
======= ======= ======= ======= ======= ========
155 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------- ------- ------- ------- ----------
EXIT FINANCING
SENIOR TERM
BEGINNING BALANCE 200,000 200,000 200,000 200,000 200,000
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ----------
ENDING BALANCE 200,000 200,000 200,000 200,000 200,000
======= ======= ======= ======= ==========
JUNIOR TERM
BEGINNING BALANCE 52,333 52,333 52,333 52,333 52,333
Borrowings -
PIK 4,187 4,187
Amortization -
Adjustments -
------- ------- ------- ------- ----------
ENDING BALANCE 52,333 52,333 52,333 56,520 56,520
======= ======= ======= ======= ==========
EXIT TERM
BEGINNING BALANCE 80,000 80,000 80,000 80,000 80,000
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ----------
ENDING BALANCE 80,000 80,000 80,000 80,000 80,000
======= ======= ======= ======= ==========
PRIORITY NOTE
BEGINNING BALANCE 10,125 10,125 - - 10,125
Borrowings -
PIK
Amortization (10,125) (10,125)
Adjustments -
------- ------- ------- ------- ----------
ENDING BALANCE 10,125 - - - -
======= ======= ======= ======= ==========
OTHER 2
BEGINNING BALANCE - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ----------
ENDING BALANCE - - - - -
======= ======= ======= ======= ==========
TOTAL POST-EXIT TERM DEBT
BEGINNING BALANCE 342,459 342,459 332,333 332,333 342,459
Borrowings - - - - -
PIK - - - 4,187 4,187
Amortization - (10,125) - - (10,125)
Adjustments - - - - -
------- ------- ------- ------- ----------
ENDING BALANCE 342,459 332,333 332,333 336,520 336,520
======= ======= ======= ======= ==========
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------- ------- ------- ------- ---------- ---------- ----------
EXIT FINANCING
SENIOR TERM
BEGINNING BALANCE 200,000 200,000 200,000 200,000 200,000 200,000 200,000
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ---------- ---------- ----------
ENDING BALANCE 200,000 200,000 200,000 200,000 200,000 200,000 200,000
======= ======= ======= ======= ========== ========== ==========
JUNIOR TERM
BEGINNING BALANCE 56,520 56,520 56,520 56,520 56,520 61,042 65,925
Borrowings -
PIK 4,522 4,522 4,883 5,274
Amortization -
Adjustments -
------- ------- ------- ------- ---------- ---------- ----------
ENDING BALANCE 56,520 56,520 56,520 61,042 61,042 65,925 71,199
======= ======= ======= ======= ========== ========== ==========
EXIT TERM
BEGINNING BALANCE 80,000 80,000 80,000 80,000 80,000 80,000 80,000
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ---------- ---------- ----------
ENDING BALANCE 80,000 80,000 80,000 80,000 80,000 80,000 80,000
======= ======= ======= ======= ========== ========== ==========
PRIORITY NOTE
BEGINNING BALANCE - - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ---------- ---------- ----------
ENDING BALANCE - - - - - - -
======= ======= ======= ======= ========== ========== ==========
OTHER 2
BEGINNING BALANCE - - - - - - -
Borrowings -
PIK
Amortization -
Adjustments -
------- ------- ------- ------- ---------- ---------- ----------
ENDING BALANCE - - - - - - -
======= ======= ======= ======= ========== ========== ==========
TOTAL POST-EXIT TERM DEBT
BEGINNING BALANCE 336,520 336,520 336,520 336,520 336,520 341,042 345,925
Borrowings - - - - - - -
PIK - - - 4,522 4,522 4,883 5,274
Amortization - - - - - - -
Adjustments - - - - - - -
------- ------- ------- ------- ---------- ---------- ----------
ENDING BALANCE 336,520 336,520 336,520 341,042 341,042 345,925 351,199
======= ======= ======= ======= ========== ========== ==========
156 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
DIP FACILITY / EXIT REVOLVER
TOTAL CASH NEED 7,126 (1,855) 338 119 5,206 2,756 3,020
EXCESS AVAILABILITY
DIP/EXIT REVOLVER
BEGINNING BALANCE - - - - - 5,209 7,968
Borrowings 5,209 2,759 3,020
Amortization
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE - - - - 5,209 7,968 10,988
====== ====== ====== ====== ====== ====== ======
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
DIP FACILITY / EXIT REVOLVER
TOTAL CASH NEED 6,843 11,224 1,252 466 (3,968)
EXCESS AVAILABILITY 21,620 20,107 22,665
DIP/EXIT REVOLVER
BEGINNING BALANCE 10,988 17,830 29,055 30,193 30,635 -
Borrowings 6,842 11,225 1,138 442 30,635
Amortization (2,573) (2,573)
Adjustments -
------ ------ ------ ------ ------ ------
ENDING BALANCE 17,830 29,055 30,193 30,635 28,062 28,062
====== ====== ====== ====== ====== ======
157 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
DIP FACILITY / EXIT REVOLVER
TOTAL CASH NEED 10,952 3,426 2,474 (5,328) 2,967 (38,988) 10,934
EXCESS AVAILABILITY 24,371 13,171 9,557 6,923 12,085 28,951 22,772
DIP/EXIT REVOLVER
BEGINNING BALANCE 28,062 39,096 42,543 45,010 39,682 42,649 3,662
Borrowings 11,034 3,447 2,467 - 2,967 - 10,934
Amortization (5,328) - (38,988) -
Adjustments
------ ------ ------ ------ ------ ------ ------
ENDING BALANCE 39,096 42,543 45,010 39,682 42,649 3,662 14,596
====== ====== ====== ====== ====== ====== ======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
DIP FACILITY / EXIT REVOLVER
TOTAL CASH NEED 2,427 (3,342) (431) (1,396) (685)
EXCESS AVAILABILITY 11,671 9,077 12,252 12,516 15,746
DIP/EXIT REVOLVER
BEGINNING BALANCE 14,596 17,023 13,681 13,251 11,854 28,062
Borrowings 2,427 - - - - 33,276
Amortization - (3,342) (431) (1,396) (685) (50,169)
Adjustments -
------ ------ ------ ------ ------ -------
ENDING BALANCE 17,023 13,681 13,251 11,854 11,169 11,169
====== ====== ====== ====== ====== =======
158 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------- ------ ------- ----------
DIP FACILITY / EXIT REVOLVER
TOTAL CASH NEED (5,207) 2,965 5,499 (24,388)
EXCESS AVAILABILITY 15,931 20,638 17,172 13,174
DIP/EXIT REVOLVER
BEGINNING BALANCE 11,169 5,962 8,928 14,426 11,169
Borrowings - 2,965 5,499 - 8,464
Amortization (5,207) - - (14,426) (19,633)
Adjustments -
------ ------- ------ ------- ----------
ENDING BALANCE 5,962 8,928 14,426 - -
====== ======= ====== ======= ==========
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------- ------ ------- ------ ---------- ---------- ----------
DIP FACILITY / EXIT REVOLVER
TOTAL CASH NEED (22,465) (10,614) (8,523) (15,416) (7,243) (8,361)
EXCESS AVAILABILITY 27,600 27,600 27,600 27,600 27,600 27,600
DIP/EXIT REVOLVER
BEGINNING BALANCE - - - - - - -
Borrowings - - - - - - -
Amortization - - - - - - -
Adjustments -
------- ------ ------- ------ ---------- ---------- ----------
ENDING BALANCE - - - - - - -
======= ====== ======= ====== ========== ========== ==========
159 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
------- ------- ------- ------- ------- -------
LIBOR = 2.00% Interest Rate Adjustment 0.0% 0.0% 0.0%
LIBOR Floor = 2.00%
Prime= 4.00%
Pre-Petition Revolver 5.5% 785.7 785.7 778.7 778.7 779.1 779.1
Term Loan A 5.5% 112.4 112.4 112.4 112.4 112.4 112.4
Term Loan B 6.0% 904.1 904.1 904.1 904.1 904.1 904.1
Term Loan C 6.0% 245.5 245.5 245.5 246.1 246.4 246.6
------- ------- ------- ------- ------- -------
TOTAL TERM DEBT 1,262.0 1,262.0 1,262.0 1,262.5 1,262.8 1,263.0
------- ------- ------- ------- ------- -------
9.5% Coupon Rate 9.5% 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9
11% Coupon Rate 11.0% 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8
12% Coupon Rate 12.0% 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0
------- ------- ------- ------- ------- -------
TOTAL BOND DEBT 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8
------- ------- ------- ------- ------- -------
TOTAL PRE-PETITION DEBT 6,066.4 6,066.4 6,059.5 2,041.3 2,041.9 2,042.1
------- ------- ------- ------- ------- -------
Senior Term 9.0% - - - - - -
Junior Term - Cash 5.0% - - - - - -
Junior Term - PIK 8.0% - - - - - -
Exit Term 10.5% - - - - - -
Priority Note 10.5% - - - - - -
Other 2 - - - - - -
------- ------- ------- ------- ------- -------
TOTAL POST-EXIT TERM DEBT - - - - - -
------- ------- ------- ------- ------- -------
DIP Rate 9.0%
Refi DIP Rate 11.0%
Exit Revolver Rate 6.5%
Exit Date 6/30/2004
Refi Date 5/31/2004
DIP/Exit Revolver - - - - - 39.1
Input
Adj. To Actual 151 (559) 142 56 76 495
------- ------- ------- ------- ------- -------
TOTAL INTEREST EXPENSE 6,217 5,507 6,201 2,097 2,118 2,537
======= ======= ======= ======= ======= =======
Actual Interest Exp. 6,217 5,507 6,201 2,097 2,118 2,537
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------- ------- ------- ------- ------- ------- ----------
LIBOR = 2.00% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
LIBOR Floor = 2.00%
Prime= 4.00% *Nonpayment of Pre-Petition Senior Debt begins in Oct.
Pre-Petition Revolver 5.5% 779.1 779.1 779.1 779.1 779.1 779.1 9,361.5
Term Loan A 5.5% 112.4 112.4 112.4 112.4 112.4 112.4 1,348.3
Term Loan B 6.0% 904.1 904.1 904.1 904.1 904.1 904.1 10,848.8
Term Loan C 6.0% 246.8 247.1 247.4 247.6 247.9 248.2 2,960.6
------- ------- ------- ------- ------- ------- --------
TOTAL TERM DEBT 1,263.2 1,263.5 1,263.8 1,264.0 1,264.3 1,264.6 15,157.7
------- ------- ------- ------- ------- ------- --------
9.5% Coupon Rate 9.5% 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 19,475.0
11% Coupon Rate 11.0% 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 13,750.0
12% Coupon Rate 12.0% 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 15,000.0
------- ------- ------- ------- ------- ------- --------
TOTAL BOND DEBT 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 48,225.0
------- ------- ------- ------- ------- ------- --------
TOTAL PRE-PETITION DEBT 2,042.3 2,042.6 2,042.9 2,043.1 2,043.4 2,043.7 72,744.2
------- ------- ------- ------- ------- ------- --------
Senior Term 9.0% - - - - - - -
Junior Term - Cash 5.0% - - - - - - -
Junior Term - PIK 8.0% - - - - - - -
Exit Term 10.5% - - - - - - -
Priority Note 10.5% - - - - - - -
Other 2 - - - - - - -
------- ------- ------- ------- ------- ------- --------
TOTAL POST-EXIT TERM DEBT - - - - - - -
------- ------- ------- ------- ------- ------- --------
DIP Rate 9.0%
Refi DIP Rate 11.0%
Exit Revolver Rate 6.5%
Exit Date 6/30/2004
Refi Date 5/31/2004
DIP/Exit Revolver 59.8 82.4 133.7 217.9 226.4 229.8 989.1
Input
Adj. To Actual (319) (455) 432 120 116 155
------- ------- ------- ------- ------- ------- --------
TOTAL INTEREST EXPENSE 1,723 1,588 2,475 2,163 2,159 2,199 72,744.2
======= ======= ======= ======= ======= ======= ========
Actual Interest Exp. 1,723 1,588 2,475 2,163 2,159 2,199
160 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
------- ------- ------- ------- ------- -------
LIBOR = 2.00% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
LIBOR Floor = 2.00%
Prime= 4.00%
Pre-Petition Revolver 5.5% 779.1 779.1 779.1 779.1 779.1 -
Term Loan A 5.5% 112.4 112.4 112.4 112.4 112.4 -
Term Loan B 6.0% 904.1 904.1 904.1 904.1 904.1 -
Term Loan C 6.0% 248.4 248.4 248.8 248.8 248.8 -
------- ------- ------- ------- ------- -------
TOTAL TERM DEBT 1,264.8 1,264.8 1,265.2 1,265.2 1,265.2 -
------- ------- ------- ------- ------- -------
9.5% Coupon Rate 9.5% 1,622.9 1,622.9 1,622.9 1,622.9 1,622.9 -
11% Coupon Rate 11.0% 1,145.8 1,145.8 1,145.8 1,145.8 1,145.8 -
12% Coupon Rate 12.0% 1,250.0 1,250.0 1,250.0 1,250.0 1,250.0 -
------- ------- ------- ------- ------- -------
TOTAL BOND DEBT 4,018.8 4,018.8 4,018.8 4,018.8 4,018.8 -
------- ------- ------- ------- ------- -------
TOTAL PRE-PETITION DEBT 2,043.8 2,043.8 2,044.2 2,044.2 2,044.2 -
------- ------- ------- ------- ------- -------
Senior Term 9.0% - - - - - 1,500.0
Junior Term - Cash 5.0% - - - - - 208.3
Junior Term - PIK 8.0% - - - - - 333.3
Exit Term 10.5% - - - - - 700.0
Priority Note 10.5% - - - - - 88.6
Other 2 - - - - - -
------- ------- ------- ------- ------- -------
TOTAL POST-EXIT TERM DEBT - - - - - 2,830.3
------- ------- ------- ------- ------- -------
DIP Rate 9.0%
Refi DIP Rate 11.0%
Exit Revolver Rate 6.5%
Exit Date 6/30/2004
Refi Date 5/31/2004
DIP/Exit Revolver 210.5 293.2 319.1 337.6 297.6 391.0
Input 210.5 293.2 319.1 337.6 297.6 391.0
Adj. To Actual (7) (131) 653 - - -
------- ------- ------- ------- ------- -------
TOTAL INTEREST EXPENSE 2,247 2,206 3,017 2,382 2,342 3,221
======= ======= ======= ======= ======= =======
Actual Interest Exp. 2,247 2,206 3,017
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------- ------- ------- ------- ------- ------- ----------
LIBOR = 2.00% 0.3% 0.3% 0.3% 0.8% 0.8% 0.8% 0.8%
LIBOR Floor = 2.00%
Prime= 4.00%
Pre-Petition Revolver 5.5% - - - - - - 3,895.4
Term Loan A 5.5% - - - - - - 561.8
Term Loan B 6.0% - - - - - - 4,520.3
Term Loan C 6.0% - - - - - - 1,243.0
------- ------- ------- ------- ------- ------- --------
TOTAL TERM DEBT - - - - - - 6,325.1
------- ------- ------- ------- ------- ------- --------
9.5% Coupon Rate 9.5% - - - - - - 8,114.6
11% Coupon Rate 11.0% - - - - - - 5,729.2
12% Coupon Rate 12.0% - - - - - - 6,250.0
------- ------- ------- ------- ------- ------- --------
TOTAL BOND DEBT - - - - - - 20,093.8
------- ------- ------- ------- ------- ------- --------
TOTAL PRE-PETITION DEBT - - - - - - 10,220.4
------- ------- ------- ------- ------- ------- --------
Senior Term 9.0% 1,541.7 1,541.7 1,541.7 1,625.0 1,625.0 1,625.0 11,000.0
Junior Term - Cash 5.0% 208.3 208.3 208.3 208.3 208.3 218.1 1,468.1
Junior Term - PIK 8.0% 333.3 333.3 333.3 333.3 333.3 348.9 2,348.9
Exit Term 10.5% 716.7 716.7 716.7 750.0 750.0 750.0 5,100.0
Priority Note 10.5% 90.7 90.7 90.7 94.9 94.9 94.9 645.5
Other 2 - - - - - - -
------- ------- ------- ------- ------- ------- --------
TOTAL POST-EXIT TERM DEBT 2,890.7 2,890.7 2,890.7 3,011.6 3,011.6 3,036.9 20,562.4
------- ------- ------- ------- ------- ------- --------
DIP Rate 9.0%
Refi DIP Rate 11.0%
Exit Revolver Rate 6.5%
Exit Date 6/30/2004
Refi Date 5/31/2004
DIP/Exit Revolver 20.6 82.1 95.8 82.7 80.1 71.6 2,281.7
Input 20.6 82.1 95.8 82.7 80.1 71.6 2,281.7
Adj. To Actual
------- ------- ------- ------- ------- ------- --------
TOTAL INTEREST EXPENSE 2,911 2,973 2,986 3,094 3,092 3,108 33,064.5
======= ======= ======= ======= ======= ======= ========
Actual Interest Exp.
161 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------- ------- ------- ------- ----------
LIBOR = 2.00% 0.8% 0.8% 1.0% 1.0% 1.0%
LIBOR Floor = 2.00%
Prime= 4.00%
Pre-Petition Revolver 5.5% - - - - -
Term Loan A 5.5% - - - - -
Term Loan B 6.0% - - - - -
Term Loan C 6.0% - - - - -
------- ------- ------- ------- --------
TOTAL TERM DEBT - - - - -
------- ------- ------- ------- --------
9.5% Coupon Rate 9.5% - - - - -
11% Coupon Rate 11.0% - - - - -
12% Coupon Rate 12.0% - - - - -
------- ------- ------- ------- --------
TOTAL BOND DEBT - - - - -
------- ------- ------- ------- --------
TOTAL PRE-PETITION DEBT - - - - -
------- ------- ------- ------- --------
Senior Term 9.0% 4,875.0 4,875.0 5,000.0 5,000.0 19,750.0
Junior Term - Cash 5.0% 654.2 654.2 654.2 706.5 2,669.0
Junior Term - PIK 8.0% 1,046.7 1,046.7 1,046.7 1,130.4 4,270.4
Exit Term 10.5% 2,250.0 2,250.0 2,300.0 2,300.0 9,100.0
Priority Note 10.5% 284.8 - - - 284.8
Other 2 - - - - -
------- ------- ------- ------- --------
TOTAL POST-EXIT TERM DEBT 9,110.6 8,825.8 9,000.8 9,136.9 36,074.2
------- ------- ------- ------- --------
DIP Rate 9.0%
Refi DIP Rate 11.0%
Exit Revolver Rate 6.5%
Exit Date 6/30/2004
Refi Date 5/31/2004
DIP/Exit Revolver 202.4 108.1 167.4 270.5 748.4
Input 202.4 108.1 167.4 270.5
Adj. To Actual
------- ------- ------- ------- --------
TOTAL INTEREST EXPENSE 9,313.0 8,933.9 9,168.2 9,407.4 36,074.2
======= ======= ======= ======= ========
Actual Interest Exp.
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------- ------- ------- -------- ---------- ---------- ----------
LIBOR = 2.00% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0% 1.0%
LIBOR Floor = 2.00%
Prime= 4.00%
Pre-Petition Revolver 5.5% - - - - - - -
Term Loan A 5.5% - - - - - - -
Term Loan B 6.0% - - - - - - -
Term Loan C 6.0% - - - - - - -
------- ------- ------- -------- -------- -------- --------
TOTAL TERM DEBT - - - - - - -
------- ------- ------- -------- -------- -------- --------
9.5% Coupon Rate 9.5% - - - - - - -
11% Coupon Rate 11.0% - - - - - - -
12% Coupon Rate 12.0% - - - - - - -
------- ------- ------- -------- -------- -------- --------
TOTAL BOND DEBT - - - - - - -
------- ------- ------- -------- -------- -------- --------
TOTAL PRE-PETITION DEBT - - - - - - -
------- ------- ------- -------- -------- -------- --------
Senior Term 9.0% 5,000.0 5,000.0 5,000.0 5,000.0 20,000.0 20,000.0 20,000.0
Junior Term - Cash 5.0% 706.5 706.5 706.5 763.0 2,882.5 3,296.2 3,559.9
Junior Term - PIK 8.0% 1,130.4 1,130.4 1,130.4 1,220.8 4,612.0 5,274.0 5,695.9
Exit Term 10.5% 2,300.0 2,300.0 2,300.0 2,300.0 9,200.0 9,200.0 9,200.0
Priority Note 10.5% - - - - - - -
Other 2 - - - - - - -
------- ------- ------- -------- -------- -------- --------
TOTAL POST-EXIT TERM DEBT 9,136.9 9,136.9 9,136.9 9,283.9 36,694.6 37,770.2 38,455.9
------- ------- ------- -------- -------- -------- --------
DIP Rate 9.0%
Refi DIP Rate 11.0%
Exit Revolver Rate 6.5%
Exit Date 6/30/2004
Refi Date 5/31/2004
DIP/Exit Revolver - - - - - - -
Input - - - - - -
Adj. To Actual
------- ------- ------- -------- -------- -------- --------
TOTAL INTEREST EXPENSE 9,136.9 9,136.9 9,136.9 9,283.9 36,694.6 37,770.2 38,455.9
======= ======= ======= ======= ======== ======== ========
Actual Interest Exp.
162 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-03 FEB-03 MAR-03
PRE-EXIT DIP REFI POST-EXIT APR-03 MAY-03 JUN-03 JUL-03
-------- -------- --------- ------ ------ ------ ------
Revolver Cap 55,000 75,000 30,000
Ineligible Accounts Receivable
OEM 14.2% 14.2% 14.3%
Other 13.4% 13.4% 14.3%
Tooling 25.0% 25.0% 37.5%
Accounts Receivable Advances
OEM 85% 85% 90%
Other 85% 85% 85%
Tooling 85% 85% 85%
Ineligible Inventory
OEM 43% 43% 23%
Unbilled 100% 33% 33%
Tooling 50% 50% 50%
Inventory Advance Rates
OEM 50% 70% 70%
Unbilled 50% 70% 70%
Tooling 0% 70% 70%
Additional Collateral 31,797 34,000 34,000
ADDITIONAL COLLATERAL RESERVES
Baseline Reserve (5,000) 5,000
Letters of Credit (1,700)
Accrual for GM Giveback (375) (375) (750)
Reset Reserve for Pmt
Exit Term Loan Reserve
------ ------ ------ ------ ------ ------ ------
Total Monthly Change to Reserve (6,700) - - (375) (375) (750) 5,000
------ ------ ------ ------ ------ ------ ------
Cumulative Effect (6,700) (6,700) (6,700) (7,075) (7,450) (8,200) (3,200)
------ ------ ------ ------ ------ ------ ------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 12/31/2003
------ ------ ------ ------ ------ ----------
Revolver Cap
Ineligible Accounts Receivable
OEM
Other
Tooling
Accounts Receivable Advances
OEM
Other
Tooling
Ineligible Inventory
OEM
Unbilled
Tooling
Inventory Advance Rates
OEM
Unbilled
Tooling
Additional Collateral
ADDITIONAL COLLATERAL RESERVES
Baseline Reserve
Letters of Credit
Accrual for GM Giveback (375) (750) (375)
Reset Reserve for Pmt 3,000
Exit Term Loan Reserve
------ ------ ------ ------ ------ ------
Total Monthly Change to Reserve (375) (750) - (375) 3,000 (1,700)
------ ------ ------ ------ ------ ------
Cumulative Effect (3,575) (4,325) (4,325) (4,700) (1,700) (1,700)
------ ------ ------ ------ ------ ------
163 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
Revolver Cap
Ineligible Accounts Receivable
OEM
Other
Tooling
Accounts Receivable Advances
OEM
Other
Tooling
Ineligible Inventory
OEM
Unbilled
Tooling
Inventory Advance Rates
OEM
Unbilled
Tooling
Additional Collateral
ADDITIONAL COLLATERAL RESERVES
Baseline Reserve
Letters of Credit (700)
Accrual for GM Giveback (167) (167) (167) (167) (167) (167) (167)
Reset Reserve for Pmt
Exit Term Loan Reserve
------ ------ ------ ------ ------ ------ ------
Total Monthly Change to Reserve (867) (167) (167) (167) (167) (167) (167)
------ ------ ------ ------ ------ ------ ------
Cumulative Effect (2,567) (2,733) (2,900) (3,067) (3,233) (3,400) (3,567)
------ ------ ------ ------ ------ ------ ------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 12/31/2004
------ ------ ------ ------ ------ ----------
Revolver Cap
Ineligible Accounts Receivable
OEM
Other
Tooling
Accounts Receivable Advances
OEM
Other
Tooling
Ineligible Inventory
OEM
Unbilled
Tooling
Inventory Advance Rates
OEM
Unbilled
Tooling
Additional Collateral
ADDITIONAL COLLATERAL RESERVES
Baseline Reserve
Letters of Credit
Accrual for GM Giveback (167) (167) (167) (167) (167)
Reset Reserve for Pmt 2,000
Exit Term Loan Reserve
------ ------ ------ ------ ------ ------
Total Monthly Change to Reserve (167) (167) (167) (167) 1,833 (700)
------ ------ ------ ------ ------ ------
Cumulative Effect (3,733) (3,900) (4,067) (4,233) (2,400) (2,400)
------ ------ ------ ------ ------ ------
164 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
DEBT ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 12/31/2005
------ ------ ------ ------ ----------
Revolver Cap
Ineligible Accounts Receivable
OEM
Other
Tooling
Accounts Receivable Advances
OEM
Other
Tooling
Ineligible Inventory
OEM
Unbilled
Tooling
Inventory Advance Rates
OEM
Unbilled
Tooling
Additional Collateral
ADDITIONAL COLLATERAL RESERVES
Baseline Reserve
Letters of Credit
Accrual for GM Giveback (500) (500) (500) (500)
Reset Reserve for Pmt 2,000
Exit Term Loan Reserve
------ ------ ------ ------ ------
Total Monthly Change to Reserve (500) (500) (500) 1,500 -
------ ------ ------ ------ ------
Cumulative Effect (2,900) (3,400) (3,900) (2,400) (2,400)
------ ------ ------ ------ ------
MAR-06 JUN-06 SEP-06 DEC-06 12/31/2006 12/31/2007 12/31/2008
------ ------ ------ ------ ---------- ---------- ----------
Revolver Cap
Ineligible Accounts Receivable
OEM
Other
Tooling
Accounts Receivable Advances
OEM
Other
Tooling
Ineligible Inventory
OEM
Unbilled
Tooling
Inventory Advance Rates
OEM
Unbilled
Tooling
Additional Collateral
ADDITIONAL COLLATERAL RESERVES
Baseline Reserve
Letters of Credit
Accrual for GM Giveback
Reset Reserve for Pmt
Exit Term Loan Reserve
------ ------ ------ ------ ------ ------ ------
Total Monthly Change to Reserve - - - - - - -
------ ------ ------ ------ ------ ------ ------
Cumulative Effect (2,400) (2,400) (2,400) (2,400) (2,400) (2,400) (2,400)
------ ------ ------ ------ ------ ------ ------
165 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
---------- ---------- ---------- ---------- ---------- ---------- ---------
I. REVENUE
CORPORATE
GM
DCX
Ford
Other (246,681) (51,290) 33,512 858,552 (235,608) (216,229) (245,328)
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net (246,681) (51,290) 33,512 858,552 (235,608) (216,229) (245,328)
---------- ---------- ---------- ---------- ---------- ---------- ---------
Intercompany 10,071,776 10,511,380 12,971,225 10,154,109 10,064,796 11,425,073 8,197,687
---------- ---------- ---------- ---------- ---------- ---------- ---------
Gross 9,825,095 10,460,089 13,004,736 11,012,661 9,829,188 11,208,843 7,952,359
---------- ---------- ---------- ---------- ---------- ---------- ---------
GRAND BLANC
GM
DCX
Ford
Other 7,146,657 8,968,915 12,080,843 9,229,738 10,475,649 11,154,594 3,950,347
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net 7,146,657 8,968,915 12,080,843 9,229,738 10,475,649 11,154,594 3,950,347
---------- ---------- ---------- ---------- ---------- ---------- ---------
Intercompany 143,296 342,775 321,437 290,383 222,206 190,788 63,311
---------- ---------- ---------- ---------- ---------- ---------- ---------
Gross 7,289,954 9,311,690 12,402,280 9,520,121 10,697,855 11,345,383 4,013,659
---------- ---------- ---------- ---------- ---------- ---------- ---------
GRAND RAPIDS
GM
DCX
Ford
Other 2,509,823 3,384,352 3,871,062 1,569,072 1,353,730 3,277,017 486,110
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net 2,509,823 3,384,352 3,871,062 1,569,072 1,353,730 3,277,017 486,110
---------- ---------- ---------- ---------- ---------- ---------- ---------
Intercompany 253,397 216,293 345,877 288,358 203,522 239,028 1,532
---------- ---------- ---------- ---------- ---------- ---------- ---------
Gross 2,763,219 3,600,645 4,216,938 1,857,430 1,557,252 3,516,046 487,642
---------- ---------- ---------- ---------- ---------- ---------- ---------
SEABROOK
GM
DCX
Ford
Other 3,989,801 5,184,444 6,131,376 4,474,624 5,445,409 5,831,272 2,343,391
---------- ---------- ---------- ---------- ---------- ---------- ---------
Net 3,989,801 5,184,444 6,131,376 4,474,624 5,445,409 5,831,272 2,343,391
---------- ---------- ---------- ---------- ---------- ---------- ---------
Intercompany - 56,808 65,190 - 22,120 3,780 3,780
---------- ---------- ---------- ---------- ---------- ---------- ---------
Gross 3,989,801 5,241,252 6,196,566 4,474,624 5,467,529 5,835,052 2,347,171
---------- ---------- ---------- ---------- ---------- ---------- ---------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- ---------- --------- --------- ---------- -----------
I. REVENUE
CORPORATE
GM -
DCX -
Ford -
Other (234,013) (56,911) (194,003) (232,364) 2,846,987 2,026,625
--------- ---------- --------- --------- ---------- -----------
Net (234,013) (56,911) (194,003) (232,364) 2,846,987 2,026,625
--------- ---------- --------- --------- ---------- -----------
Intercompany 9,510,917 10,948,401 8,997,328 8,965,369 11,146,396 122,964,456
--------- ---------- --------- --------- ---------- -----------
Gross 9,276,904 10,891,491 8,803,326 8,733,005 13,993,383 124,991,081
--------- ---------- --------- --------- ---------- -----------
GRAND BLANC
GM -
DCX -
Ford -
Other 6,546,210 8,796,102 6,864,605 7,526,055 8,823,304 101,563,019
--------- ---------- --------- --------- ---------- -----------
Net 6,546,210 8,796,102 6,864,605 7,526,055 8,823,304 101,563,019
--------- ---------- --------- --------- ---------- -----------
Intercompany 67,874 137,687 84,826 64,263 46,379 1,975,226
--------- ---------- --------- --------- ---------- -----------
Gross 6,614,085 8,933,789 6,949,431 7,590,318 8,869,683 103,538,245
--------- ---------- --------- --------- ---------- -----------
GRAND RAPIDS
GM -
DCX -
Ford -
Other 1,848,770 2,322,542 1,570,512 1,345,574 996,551 24,535,115
--------- ---------- --------- --------- ---------- -----------
Net 1,848,770 2,322,542 1,570,512 1,345,574 996,551 24,535,115
--------- ---------- --------- --------- ---------- -----------
Intercompany 177,116 181,727 128,586 266,963 155,977 2,458,374
--------- ---------- --------- --------- ---------- -----------
Gross 2,025,886 2,504,268 1,699,098 1,612,537 1,152,527 26,993,489
--------- ---------- --------- --------- ---------- -----------
SEABROOK
GM -
DCX -
Ford -
Other 4,427,137 4,963,337 4,015,259 3,647,700 2,994,688 53,448,438
--------- ---------- --------- --------- ---------- -----------
Net 4,427,137 4,963,337 4,015,259 3,647,700 2,994,688 53,448,438
--------- ---------- --------- --------- ---------- -----------
Intercompany 23,675 11,200 5,600 14,420 - 206,573
--------- ---------- --------- --------- ---------- -----------
Gross 4,450,811 4,974,537 4,020,859 3,662,120 2,994,688 53,655,010
--------- ---------- --------- --------- ---------- -----------
166 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04
--------- --------- ---------- --------- --------- ---------- --------- ---------
I. REVENUE
CORPORATE
GM
DCX
Ford
Other 75,786 (186,575) (177,200) 168,885 168,885 168,885 168,885 168,885
--------- --------- ---------- --------- --------- ---------- --------- ---------
Net 75,786 (186,575) (177,200) 168,885 168,885 168,885 168,885 168,885
--------- --------- ---------- --------- --------- ---------- --------- ---------
Intercompany 9,134,937 9,774,215 11,611,176 9,134,937 9,774,215 11,611,176 9,134,937 9,774,215
--------- --------- ---------- --------- --------- ---------- --------- ---------
Gross 9,210,723 9,587,640 11,433,975 9,303,823 9,943,101 11,780,061 9,303,823 9,943,101
--------- --------- ---------- --------- --------- ---------- --------- ---------
GRAND BLANC
GM 2,499,822 2,866,748 3,232,702 1,199,786 2,905,816
DCX 1,244,669 1,681,386 1,640,705 335,351 701,161
Ford 748,050 224,392 - - -
Other 6,877,044 7,563,674 10,393,132 3,129,649 3,523,909 4,228,299 2,271,343 3,221,100
--------- --------- ---------- --------- --------- ---------- --------- ---------
Net 6,877,044 7,563,674 10,393,132 7,622,190 8,296,435 9,101,707 3,806,481 6,828,077
--------- --------- ---------- --------- --------- ---------- --------- ---------
Intercompany 22,706 54,417 65,186 - - - - -
--------- --------- ---------- --------- --------- ---------- --------- ---------
Gross 6,899,749 7,618,091 10,458,318 7,622,190 8,296,435 9,101,707 3,806,481 6,828,077
--------- --------- ---------- --------- --------- ---------- --------- ---------
GRAND RAPIDS
GM 410,022 441,420 514,625 203,313 436,770
DCX - - - - -
Ford 1,256,657 1,382,769 1,792,355 501,100 1,333,664
Other 1,126,811 1,214,771 1,932,678 - - - - -
--------- --------- ---------- --------- --------- ---------- --------- ---------
Net 1,126,811 1,214,771 1,932,678 1,666,679 1,824,189 2,306,980 704,413 1,770,433
--------- --------- ---------- --------- --------- ---------- --------- ---------
Intercompany 109,216 129,648 75,570 1,281 25,622 25,622 16,014 633,110
--------- --------- ---------- --------- --------- ---------- --------- ---------
Gross 1,236,027 1,344,420 2,008,248 1,667,960 1,849,811 2,332,601 720,426 2,403,543
--------- --------- ---------- --------- --------- ---------- --------- ---------
SEABROOK
GM 1,840,658 2,249,624 2,049,796 394,811 1,585,962
DCX 49,012 53,909 58,806 49,012 49,012
Ford 787,396 839,228 932,210 509,342 854,947
Other 3,614,437 3,242,327 4,575,644 257,313 277,981 324,238 184,717 271,863
--------- --------- ---------- --------- --------- ---------- --------- ---------
Net 3,614,437 3,242,327 4,575,644 2,934,380 3,420,742 3,365,050 1,137,882 2,761,785
--------- --------- ---------- --------- --------- ---------- --------- ---------
Intercompany - - - - - - - -
--------- --------- ---------- --------- --------- ---------- --------- ---------
Gross 3,614,437 3,242,327 4,575,644 2,934,380 3,420,742 3,365,050 1,137,882 2,761,785
--------- --------- ---------- --------- --------- ---------- --------- ---------
SEP-04 OCT-04 NOV-04 DEC-04 2004
---------- ---------- --------- ---------- -----------
I. REVENUE
CORPORATE
GM -
DCX -
Ford -
Other 168,885 168,885 168,885 168,885 1,231,979
---------- ---------- --------- ---------- -----------
Net 168,885 168,885 168,885 168,885 1,231,979
---------- ---------- --------- ---------- -----------
Intercompany 11,611,176 9,134,937 9,774,215 11,611,176 122,081,313
---------- ---------- --------- ---------- -----------
Gross 11,780,061 9,303,823 9,943,101 11,780,061 123,313,292
---------- ---------- --------- ---------- -----------
GRAND BLANC
GM 4,740,419 5,432,291 4,665,900 5,190,354 32,733,839
DCX 842,991 702,636 731,653 676,773 8,557,325
Ford - - - - 972,441
Other 4,406,235 3,340,516 2,945,972 3,412,014 55,312,888
---------- ---------- --------- ---------- -----------
Net 9,989,645 9,475,443 8,343,525 9,279,141 97,576,493
---------- ---------- --------- ---------- -----------
Intercompany - - - - 142,309
---------- ---------- --------- ---------- -----------
Gross 9,989,645 9,475,443 8,343,525 9,279,141 97,718,802
---------- ---------- --------- ---------- -----------
GRAND RAPIDS
GM 524,494 437,077 383,564 388,331 3,739,615
DCX - - - - -
Ford 1,587,004 1,251,077 1,053,538 1,109,340 11,267,504
Other - - - - 4,274,260
---------- ---------- --------- ---------- -----------
Net 2,111,498 1,688,154 1,437,103 1,497,671 19,281,380
---------- ---------- --------- ---------- -----------
Intercompany 1,249,694 1,442,560 1,197,425 1,305,164 6,210,925
---------- ---------- --------- ---------- -----------
Gross 3,361,191 3,130,714 2,634,528 2,802,836 25,492,305
---------- ---------- --------- ---------- -----------
SEABROOK
GM 2,274,859 1,902,192 1,669,258 1,802,039 15,769,198
DCX 61,382 51,348 49,012 58,806 480,300
Ford 1,037,888 865,789 724,896 835,598 7,387,294
Other 330,512 271,555 263,606 279,356 13,893,549
---------- ---------- --------- ---------- -----------
Net 3,704,640 3,090,884 2,706,772 2,975,798 37,530,341
---------- ---------- --------- ---------- -----------
Intercompany - - - - -
---------- ---------- --------- ---------- -----------
Gross 3,704,640 3,090,884 2,706,772 2,975,798 37,530,341
---------- ---------- --------- ---------- -----------
167 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
---------- ---------- ---------- ---------- ----------- ---------- ----------
I. REVENUE
CORPORATE
GM (1,160,225) (1,160,225) (1,160,225) (1,160,225) (4,640,901) (2,073,209) (2,073,209)
DCX -
Ford -
Other 173,952 173,952 173,952 173,952 695,808 179,171 179,171
---------- ---------- ---------- ---------- ----------- ---------- ----------
Net (986,273) (986,273) (986,273) (986,273) (3,945,093) (1,894,038) (1,894,038)
---------- ---------- ---------- ---------- ----------- ---------- ----------
Intercompany 31,435,938 31,435,938 31,435,938 31,435,938 125,743,752 32,379,016 32,379,016
---------- ---------- ---------- ---------- ----------- ---------- ----------
Gross 30,449,665 30,449,665 30,449,665 30,449,665 121,798,659 30,484,978 30,484,978
---------- ---------- ---------- ---------- ----------- ---------- ----------
GRAND BLANC
GM 17,054,049 15,015,276 12,393,345 12,548,901 57,011,571 13,633,019 13,202,899
DCX 2,130,682 1,798,692 1,410,107 1,463,307 6,802,788 1,505,187 1,435,352
Ford - - - - - - -
Other 11,916,311 10,716,904 9,649,667 9,571,759 41,854,642 11,572,652 10,494,510
---------- ---------- ---------- ---------- ----------- ---------- ----------
Net 31,101,042 27,530,872 23,453,120 23,583,967 105,669,001 26,710,857 25,132,761
---------- ---------- ---------- ---------- ----------- ---------- ----------
Intercompany - - - - - - -
---------- ---------- ---------- ---------- ----------- ---------- ----------
Gross 31,101,042 27,530,872 23,453,120 23,583,967 105,669,001 26,710,857 25,132,761
---------- ---------- ---------- ---------- ----------- ---------- ----------
GRAND RAPIDS
GM 1,350,971 1,374,763 1,172,667 1,219,222 5,117,623 1,330,739 1,279,748
DCX - - - - - - -
Ford 3,602,566 3,681,804 3,054,592 3,133,830 13,472,792 2,921,783 2,867,098
Other - - - - - - -
---------- ---------- ---------- ---------- ----------- ---------- ----------
Net 4,953,536 5,056,568 4,227,259 4,353,052 18,590,415 4,252,523 4,146,846
---------- ---------- ---------- ---------- ----------- ---------- ----------
Intercompany 3,978,906 4,042,064 2,565,619 2,405,036 12,991,624 2,750,543 2,709,484
---------- ---------- ---------- ---------- ----------- ---------- ----------
Gross 8,932,443 9,098,631 6,792,878 6,758,088 31,582,039 7,003,066 6,856,330
---------- ---------- ---------- ---------- ----------- ---------- ----------
SEABROOK
GM 4,782,788 4,404,909 2,437,195 2,541,070 14,165,961 2,731,507 2,685,341
DCX 161,727 161,727 161,727 161,727 646,909 161,727 161,727
Ford 2,525,046 2,548,690 2,275,448 2,349,843 9,699,027 2,477,208 2,438,271
Other 888,724 866,770 791,993 828,057 3,375,543 888,724 866,770
---------- ---------- ---------- ---------- ----------- ---------- ----------
Net 8,358,285 7,982,096 5,666,363 5,880,697 27,887,440 6,259,167 6,152,108
---------- ---------- ---------- ---------- ----------- ---------- ----------
Intercompany - - - - - - -
---------- ---------- ---------- ---------- ----------- ---------- ----------
Gross 8,358,285 7,982,096 5,666,363 5,880,697 27,887,440 6,259,167 6,152,108
---------- ---------- ---------- ---------- ----------- ---------- ----------
SEP-06 DEC-06 2006 2007 2008
---------- ---------- ----------- ----------- -----------
I. REVENUE
CORPORATE
GM (2,073,209) (2,073,209) (8,292,836) (8,936,480) (8,936,480)
DCX -
Ford -
Other 179,171 179,171 716,682 738,183 760,328
---------- ---------- ----------- ----------- -----------
Net (1,894,038) (1,894,038) (7,576,154) (8,198,297) (8,176,152)
---------- ---------- ----------- ----------- -----------
Intercompany 32,379,016 32,379,016 129,516,065 133,401,547 137,403,593
---------- ---------- ----------- ----------- -----------
Gross 30,484,978 30,484,978 121,939,911 125,203,249 129,227,441
---------- ---------- ----------- ----------- -----------
GRAND BLANC
GM 10,440,462 10,442,536 47,718,915 42,544,964 40,679,660
DCX 1,321,991 1,405,786 5,668,315 5,250,370 4,882,708
Ford - - - - -
Other 9,649,667 9,571,759 41,288,588 41,288,230 41,288,230
---------- ---------- ----------- ----------- -----------
Net 21,412,120 21,420,081 94,675,819 89,083,564 86,850,598
---------- ---------- ----------- ----------- -----------
Intercompany - - - - -
---------- ---------- ----------- ----------- -----------
Gross 21,412,120 21,420,081 94,675,819 89,083,564 86,850,598
---------- ---------- ----------- ----------- -----------
GRAND RAPIDS
GM 1,154,718 1,205,796 4,971,001 2,965,347 2,990,187
DCX - - - - -
Ford 2,463,092 2,463,092 10,715,066 6,972,996 -
Other - - - - -
---------- ---------- ----------- ----------- -----------
Net 3,617,810 3,668,888 15,686,067 9,938,343 2,990,187
---------- ---------- ----------- ----------- -----------
Intercompany 2,268,344 2,353,920 10,082,292 9,653,578 9,100,472
---------- ---------- ----------- ----------- -----------
Gross 5,886,155 6,022,809 25,768,359 19,591,921 12,090,659
---------- ---------- ----------- ----------- -----------
SEABROOK
GM 2,246,758 2,291,482 9,955,088 2,630,463 400,038
DCX 161,727 161,727 646,909 646,909 646,909
Ford 727,132 728,910 6,371,521 2,845,446 2,549,811
Other 791,993 828,057 3,375,543 3,375,491 3,375,491
---------- ---------- ----------- ----------- -----------
Net 3,927,610 4,010,175 20,349,060 9,498,309 6,972,249
---------- ---------- ----------- ----------- -----------
Intercompany - - - - -
---------- ---------- ----------- ----------- -----------
Gross 3,927,610 4,010,175 20,349,060 9,498,309 6,972,249
---------- ---------- ----------- ----------- -----------
168 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
--------- --------- ---------- --------- --------- --------- --------- ---------
WALLACEBURG / NEW BUSINESS
GM
DCX
Ford
Other 644,709 740,779 1,312,711 1,039,316 892,732 1,000,332 217,219 523,987
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 644,709 740,779 1,312,711 1,039,316 892,732 1,000,332 217,219 523,987
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany - 10,370 8,369 - - - - -
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 644,709 751,149 1,321,080 1,039,316 892,732 1,000,332 217,219 523,987
--------- --------- ---------- --------- --------- --------- --------- ---------
GROESBECK
GM
DCX
Ford
Other 7,454,873 8,850,357 10,720,901 7,670,493 7,578,592 8,205,958 4,541,134 6,205,448
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 7,454,873 8,850,357 10,720,901 7,670,493 7,578,592 8,205,958 4,541,134 6,205,448
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany 8,476 18,089 45,764 37,893 45,146 47,028 20,833 26,336
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 7,463,350 8,868,446 10,766,665 7,708,387 7,623,738 8,252,987 4,561,967 6,231,785
--------- --------- ---------- --------- --------- --------- --------- ---------
MALYN
GM
DCX
Ford
Other 3,039,451 3,017,078 2,947,236 2,008,236 2,057,855 2,388,000 1,803,045 979,319
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 3,039,451 3,017,078 2,947,236 2,008,236 2,057,855 2,388,000 1,803,045 979,319
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany 125,884 163,692 229,838 292,915 377,139 467,082 150,258 300,077
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 3,165,335 3,180,770 3,177,075 2,301,151 2,434,995 2,855,082 1,953,303 1,279,396
--------- --------- ---------- --------- --------- --------- --------- ---------
HARPER
GM
DCX
Ford
Other 6,426,372 8,422,669 10,627,133 7,465,878 8,359,067 9,847,631 4,522,748 5,835,393
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 6,426,372 8,422,669 10,627,133 7,465,878 8,359,067 9,847,631 4,522,748 5,835,393
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany 332,810 331,459 277,417 135,573 150,932 163,045 121,205 73,645
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 6,759,182 8,754,128 10,904,550 7,601,450 8,509,999 10,010,676 4,643,954 5,909,038
--------- --------- ---------- --------- --------- ---------- --------- ---------
CONNEAUT
GM
DCX
Ford
Other 1,139,068 1,289,703 1,634,856 1,195,173 1,261,347 1,527,804 696,837 1,371,037
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 1,139,068 1,289,703 1,634,856 1,195,173 1,261,347 1,527,804 696,837 1,371,037
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany 676,120 887,578 1,094,713 626,762 437,516 952,573 274,412 625,789
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 1,815,188 2,177,281 2,729,569 1,821,935 1,698,864 2,480,377 971,249 1,996,826
--------- --------- ---------- --------- --------- --------- --------- ---------
HARTFORD CITY
GM
DCX
Ford
Other 1,344,070 1,537,169 1,865,650 1,320,523 1,229,605 1,414,568 494,443 927,824
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 1,344,070 1,537,169 1,865,650 1,320,523 1,229,605 1,414,568 494,443 927,824
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany - - 8,987 3,702 2,131 - - 1,517
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 1,344,070 1,537,169 1,874,637 1,324,225 1,231,736 1,414,568 494,443 929,341
--------- --------- ---------- --------- --------- --------- --------- ---------
HOPKINSVILLE
GM
DCX
Ford
Other 1,164,036 1,801,720 2,371,487 1,993,820 1,953,543 2,352,839 566,105 1,444,233
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 1,164,036 1,801,720 2,371,487 1,993,820 1,953,543 2,352,839 566,105 1,444,233
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany - - - - - - - -
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 1,164,036 1,801,720 2,371,487 1,993,820 1,953,543 2,352,839 566,105 1,444,233
--------- --------- ---------- --------- --------- --------- --------- ---------
LANCASTER
GM
DCX
Ford
Other 1,522,952 1,925,644 2,118,624 1,920,121 1,901,391 2,488,137 1,137,638 1,376,438
--------- --------- ---------- --------- --------- --------- --------- ---------
Net 1,522,952 1,925,644 2,118,624 1,920,121 1,901,391 2,488,137 1,137,638 1,376,438
--------- --------- ---------- --------- --------- --------- --------- ---------
Intercompany 262,409 210,448 358,010 (690) 9,421 - 685 -
--------- --------- ---------- --------- --------- --------- --------- ---------
Gross 1,785,361 2,136,091 2,476,635 1,919,431 1,910,812 2,488,137 1,138,322 1,376,438
--------- --------- ---------- --------- --------- --------- --------- ---------
SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- ----------
WALLACEBURG / NEW BUSINESS
GM -
DCX -
Ford -
Other 812,968 435,363 348,759 91,068 8,059,942
--------- --------- --------- --------- ----------
Net 812,968 435,363 348,759 91,068 8,059,942
--------- --------- --------- --------- ----------
Intercompany - 1,290 3,615 - 23,644
--------- --------- --------- --------- ----------
Gross 812,968 436,654 352,374 91,068 8,083,587
--------- --------- --------- --------- ----------
GROESBECK
GM -
DCX -
Ford -
Other 8,805,061 7,474,048 7,197,709 6,526,737 91,231,313
--------- --------- --------- --------- ----------
Net 8,805,061 7,474,048 7,197,709 6,526,737 91,231,313
--------- --------- --------- --------- ----------
Intercompany 33,284 36,326 19,920 40,774 379,871
--------- --------- --------- --------- ----------
Gross 8,838,345 7,510,374 7,217,630 6,567,512 91,611,184
--------- --------- --------- --------- ----------
MALYN
GM -
DCX -
Ford -
Other 3,484,954 3,354,306 3,125,857 2,917,605 31,122,943
--------- --------- --------- --------- ----------
Net 3,484,954 3,354,306 3,125,857 2,917,605 31,122,943
--------- --------- --------- --------- ----------
Intercompany 130,101 81,321 87,959 85,360 2,491,627
--------- --------- --------- --------- ----------
Gross 3,615,055 3,435,627 3,213,817 3,002,965 33,614,571
--------- --------- --------- --------- ----------
HARPER
GM -
DCX -
Ford -
Other 7,745,785 6,266,113 6,081,540 5,688,971 87,289,301
--------- --------- --------- --------- ----------
Net 7,745,785 6,266,113 6,081,540 5,688,971 87,289,301
--------- --------- --------- --------- ----------
Intercompany 297,432 280,922 204,224 255,667 2,624,331
--------- --------- --------- --------- ----------
Gross 8,043,217 6,547,035 6,285,765 5,944,638 89,913,632
--------- --------- --------- --------- ----------
CONNEAUT
GM -
DCX -
Ford -
Other 1,672,140 1,360,133 1,306,594 1,737,542 16,192,235
--------- --------- --------- --------- ----------
Net 1,672,140 1,360,133 1,306,594 1,737,542 16,192,235
--------- --------- --------- --------- ----------
Intercompany 833,175 664,307 554,406 529,492 8,156,842
--------- --------- --------- --------- ----------
Gross 2,505,316 2,024,440 1,861,000 2,267,033 24,349,077
--------- --------- --------- --------- ----------
HARTFORD CITY
GM -
DCX -
Ford -
Other 1,131,842 880,935 984,068 1,290,837 14,421,534
--------- --------- --------- --------- ----------
Net 1,131,842 880,935 984,068 1,290,837 14,421,534
--------- --------- --------- --------- ----------
Intercompany 47,887 37,048 49,148 14,564 164,984
--------- --------- --------- --------- ----------
Gross 1,179,729 917,983 1,033,216 1,305,401 14,586,518
--------- --------- --------- --------- ----------
HOPKINSVILLE
GM -
DCX -
Ford -
Other 1,561,345 1,748,858 1,820,979 1,898,798 20,677,760
--------- --------- --------- --------- ----------
Net 1,561,345 1,748,858 1,820,979 1,898,798 20,677,760
--------- --------- --------- --------- ----------
Intercompany - - - - -
--------- --------- --------- --------- ----------
Gross 1,561,345 1,748,858 1,820,979 1,898,798 20,677,760
--------- --------- --------- --------- ----------
LANCASTER
GM -
DCX -
Ford -
Other 1,960,803 1,532,238 1,681,621 2,831,414 22,397,021
--------- --------- --------- --------- ----------
Net 1,960,803 1,532,238 1,681,621 2,831,414 22,397,021
--------- --------- --------- --------- ----------
Intercompany 2,550 176 3,072 - 846,081
--------- --------- --------- --------- ----------
Gross 1,963,353 1,532,414 1,684,693 2,831,414 23,243,102
--------- --------- --------- --------- ----------
169 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
--------- --------- --------- --------- --------- --------- ---------
WALLACEBURG / NEW BUSINESS
GM - - - -
DCX - - - 1,400,666
Ford - - - -
Other (8,785) (13,351) (620) - - - -
--------- --------- --------- --------- --------- --------- ---------
Net (8,785) (13,351) (620) - - - 1,400,666
--------- --------- --------- --------- --------- --------- ---------
Intercompany (2,181) - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Gross (10,966) (13,351) (620) - - - 1,400,666
--------- --------- --------- --------- --------- --------- ---------
GROESBECK
GM 5,797,056 6,436,113 7,249,912 2,703,566
DCX - - - -
Ford 273,650 256,042 262,102 81,729
Other 5,498,135 6,903,699 9,137,936 - - - -
--------- --------- --------- --------- --------- --------- ---------
Net 5,498,135 6,903,699 9,137,936 6,070,706 6,692,155 7,512,014 2,785,296
--------- --------- --------- --------- --------- --------- ---------
Intercompany 57,949 36,034 61,804 35,000 35,000 43,750 15,000
--------- --------- --------- --------- --------- --------- ---------
Gross 5,556,084 6,939,734 9,199,740 6,105,706 6,727,155 7,555,764 2,800,296
--------- --------- --------- --------- --------- --------- ---------
MALYN
GM 3,504,379 3,753,023 4,206,388 1,861,523
DCX - - - -
Ford - - - -
Other 3,092,682 3,807,247 5,009,697 - - - -
--------- --------- --------- --------- --------- --------- ---------
Net 3,092,682 3,807,247 5,009,697 3,504,379 3,753,023 4,206,388 1,861,523
--------- --------- --------- --------- --------- --------- ---------
Intercompany 6,578 37,492 10,910 - - - -
--------- --------- --------- --------- --------- --------- ---------
Gross 3,099,260 3,844,739 5,020,607 3,504,379 3,753,023 4,206,388 1,861,523
--------- --------- --------- --------- --------- --------- ---------
HARPER
GM 2,023,628 2,231,084 2,459,325 742,777
DCX 3,474,156 3,676,151 4,191,164 2,138,586
Ford - - - -
Other 4,981,580 5,901,579 7,443,972 109,621 113,885 138,862 48,725
--------- --------- --------- --------- --------- --------- ---------
Net 4,981,580 5,901,579 7,443,972 5,607,405 6,021,120 6,789,351 2,930,088
--------- --------- --------- --------- --------- --------- ---------
Intercompany 216,852 339,686 449,664 92,981 102,278 109,062 43,279
--------- --------- --------- --------- --------- --------- ---------
Gross 5,198,432 6,241,265 7,893,636 5,700,386 6,123,398 6,898,413 2,973,367
--------- --------- --------- --------- --------- --------- ---------
CONNEAUT
GM 77,070 80,500 93,183 36,219
DCX - - - -
Ford 963,571 963,495 1,024,824 417,355
Other 1,245,511 1,277,413 2,226,381 - - - -
--------- --------- --------- --------- --------- --------- ---------
Net 1,245,511 1,277,413 2,226,381 1,040,641 1,043,995 1,118,007 453,574
--------- --------- --------- --------- --------- --------- ---------
Intercompany 516,453 542,613 756,387 484,324 378,605 404,428 102,162
--------- --------- --------- --------- --------- --------- ---------
Gross 1,761,964 1,820,026 2,982,768 1,524,965 1,422,600 1,522,435 555,736
--------- --------- --------- --------- --------- --------- ---------
HARTFORD CITY
GM 216,269 256,027 293,664 137,957
DCX 5,434 - - -
Ford 182,732 189,140 215,383 63,071
Other 1,069,575 1,127,859 1,425,582 365,603 378,911 472,320 194,734
--------- --------- --------- --------- --------- --------- ---------
Net 1,069,575 1,127,859 1,425,582 770,038 824,077 981,368 395,762
--------- --------- --------- --------- --------- --------- ---------
Intercompany 61,864 31,322 55,000 49,533 54,495 70,654 19,716
--------- --------- --------- --------- --------- --------- ---------
Gross 1,131,439 1,159,181 1,480,582 819,571 878,572 1,052,022 415,478
--------- --------- --------- --------- --------- --------- ---------
HOPKINSVILLE
GM 1,882,914 1,970,222 2,285,345 914,526
DCX - - - -
Ford 43,219 45,488 54,550 22,744
Other 228,112 1,290,906 2,327,486 - - - -
--------- --------- --------- --------- --------- --------- ---------
Net 228,112 1,290,906 2,327,486 1,926,132 2,015,710 2,339,895 937,270
--------- --------- --------- --------- --------- --------- ---------
Intercompany - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Gross 228,112 1,290,906 2,327,486 1,926,132 2,015,710 2,339,895 937,270
--------- --------- --------- --------- --------- --------- ---------
LANCASTER
GM 318,899 365,722 407,335 50,492
DCX - - - -
Ford 401,190 175,803 83,156 69,316
Other 1,510,248 1,084,558 1,507,139 72,863 80,142 87,422 72,863
--------- --------- --------- --------- --------- --------- ---------
Net 1,510,248 1,084,558 1,507,139 792,952 621,668 577,913 192,671
--------- --------- --------- --------- --------- --------- ---------
Intercompany - 808 - - - - (6,984)
--------- --------- --------- --------- --------- --------- ---------
Gross 1,510,248 1,085,365 1,507,139 792,952 621,668 577,913 185,687
--------- --------- --------- --------- --------- --------- ---------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- ---------- --------- --------- ----------
WALLACEBURG / NEW BUSINESS
GM - - - - - -
DCX 2,900,369 3,687,138 3,228,429 2,661,398 2,885,558 16,763,557
Ford - - - - - -
Other - - - - - (22,757)
--------- --------- ---------- --------- --------- ----------
Net 2,900,369 3,687,138 3,228,429 2,661,398 2,885,558 16,740,801
--------- --------- ---------- --------- --------- ----------
Intercompany - - - - - (2,181)
--------- --------- ---------- --------- --------- ----------
Gross 2,900,369 3,687,138 3,228,429 2,661,398 2,885,558 16,738,619
--------- --------- ---------- --------- --------- ----------
GROESBECK
GM 5,337,583 6,306,686 4,885,570 3,899,585 4,303,168 46,919,241
DCX - - - - - -
Ford 116,978 142,582 115,705 113,713 110,598 1,473,098
Other - - - - - 21,539,771
--------- --------- ---------- --------- --------- ----------
Net 5,454,562 6,449,268 5,001,275 4,013,298 4,413,766 69,932,109
--------- --------- ---------- --------- --------- ----------
Intercompany 35,000 43,750 35,000 35,000 25,000 458,287
--------- --------- ---------- --------- --------- ----------
Gross 5,489,562 6,493,018 5,036,275 4,048,298 4,438,766 70,390,396
--------- --------- ---------- --------- --------- ----------
MALYN
GM 3,555,945 4,265,388 3,554,491 2,903,869 3,126,357 30,731,364
DCX - - - - - -
Ford - - - - - -
Other - - - - - 11,909,626
--------- --------- ---------- --------- --------- ----------
Net 3,555,945 4,265,388 3,554,491 2,903,869 3,126,357 42,640,990
--------- --------- ---------- --------- --------- ----------
Intercompany - - - - - 54,980
--------- --------- ---------- --------- --------- ----------
Gross 3,555,945 4,265,388 3,554,491 2,903,869 3,126,357 42,695,970
--------- --------- ---------- --------- --------- ----------
HARPER
GM 1,532,292 1,829,777 1,435,509 1,125,920 1,190,420 14,570,733
DCX 3,991,636 5,481,968 5,022,451 4,237,042 4,500,785 36,713,940
Ford - - - - - -
Other - - - - - 18,738,224
--------- --------- ---------- --------- --------- ----------
Net 5,523,929 7,311,745 6,457,961 5,362,962 5,691,205 70,022,897
--------- --------- ---------- --------- --------- ----------
Intercompany 95,213 114,256 95,213 73,574 78,767 1,810,826
--------- --------- ---------- --------- --------- ----------
Gross 5,619,142 7,426,001 6,553,174 5,436,536 5,769,973 71,833,723
--------- --------- ---------- --------- --------- ----------
CONNEAUT
GM 73,144 94,145 47,343 35,049 49,758 586,411
DCX - - - - - -
Ford 768,132 921,309 776,607 654,460 733,017 7,222,770
Other - - - - - 4,749,305
--------- --------- ---------- --------- --------- ----------
Net 841,276 1,015,454 823,950 689,509 782,775 12,558,486
--------- --------- ---------- --------- --------- ----------
Intercompany 258,392 307,811 243,089 206,279 219,301 4,419,845
--------- --------- ---------- --------- --------- ----------
Gross 1,099,669 1,323,265 1,067,039 895,788 1,002,075 16,978,331
--------- --------- ---------- --------- --------- ----------
HARTFORD CITY
GM 247,494 320,916 243,435 256,077 261,393 2,233,232
DCX 10,247 1,000 - - 5,962 22,643
Ford 102,736 140,936 103,169 100,607 111,382 1,209,155
Other 374,777 481,925 384,009 339,028 401,461 7,015,784
--------- --------- ---------- --------- --------- ----------
Net 735,254 944,776 730,613 695,712 780,198 10,480,814
--------- --------- ---------- --------- --------- ----------
Intercompany 52,563 62,531 49,313 41,497 43,736 592,224
--------- --------- ---------- --------- --------- ----------
Gross 787,816 1,007,307 779,926 737,208 823,935 11,073,038
--------- --------- ---------- --------- --------- ----------
HOPKINSVILLE
GM 1,902,911 1,216,546 359,248 323,346 341,297 11,196,355
DCX - - - - - -
Ford 45,488 54,550 45,488 40,949 43,219 395,694
Other - - - - - 3,846,504
--------- --------- ---------- --------- --------- ----------
Net 1,948,399 1,271,095 404,736 364,295 384,516 15,438,553
--------- --------- ---------- --------- --------- ----------
Intercompany - - - - - -
--------- --------- ---------- --------- --------- ----------
Gross 1,948,399 1,271,095 404,736 364,295 384,516 15,438,553
--------- --------- ---------- --------- --------- ----------
LANCASTER
GM 39,448 48,041 40,058 39,448 40,530 1,349,974
DCX - - - - - -
Ford 69,316 86,795 72,596 69,316 82,356 1,109,845
Other 72,863 91,229 76,336 72,863 87,422 4,815,947
--------- --------- ---------- --------- --------- ----------
Net 181,627 226,065 188,990 181,627 210,308 7,275,766
--------- --------- ---------- --------- --------- ----------
Intercompany (13,860) (20,988) (49,032) (49,032) - (139,089)
--------- --------- ---------- --------- --------- ----------
Gross 167,767 205,077 139,958 132,595 210,308 7,136,678
--------- --------- ---------- --------- --------- ----------
170 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
---------- ---------- ---------- ---------- ---------- ---------- ----------
WALLACEBURG / NEW BUSINESS
GM - - - - - - -
DCX 9,861,254 9,861,254 8,320,433 8,320,433 36,363,375 9,244,926 9,090,844
Ford - - - - - - -
Other - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 9,861,254 9,861,254 8,320,433 8,320,433 36,363,375 9,244,926 9,090,844
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 9,861,254 9,861,254 8,320,433 8,320,433 36,363,375 9,244,926 9,090,844
---------- ---------- ---------- ---------- ---------- ---------- ----------
GROESBECK
GM 14,152,242 14,314,232 12,315,372 12,886,520 53,668,366 13,823,557 10,975,806
DCX - - - - - - -
Ford 287,417 293,104 273,042 275,886 1,129,449 278,769 284,455
Other - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 14,439,659 14,607,336 12,588,415 13,162,406 54,797,815 14,102,325 11,260,261
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany 103,750 113,750 93,750 95,000 406,250 103,750 113,750
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 14,543,409 14,721,086 12,682,165 13,257,406 55,204,065 14,206,075 11,374,011
---------- ---------- ---------- ---------- ---------- ---------- ----------
MALYN
GM 9,801,146 9,032,392 9,135,175 9,366,202 37,334,914 9,442,428 9,375,056
DCX - - - - - - -
Ford - - - - - - -
Other - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 9,801,146 9,032,392 9,135,175 9,366,202 37,334,914 9,442,428 9,375,056
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 9,801,146 9,032,392 9,135,175 9,366,202 37,334,914 9,442,428 9,375,056
---------- ---------- ---------- ---------- ---------- ---------- ----------
HARPER
GM 4,017,447 4,065,773 3,286,213 3,220,658 14,590,091 3,483,979 3,418,042
DCX 14,507,198 14,818,485 11,772,904 11,495,091 52,593,678 13,725,414 11,168,471
Ford - - - - - - -
Other - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 18,524,645 18,884,258 15,059,117 14,715,749 67,183,769 17,209,394 14,586,513
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany 283,007 292,600 254,277 263,873 1,093,756 297,456 287,861
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 18,807,652 19,176,858 15,313,394 14,979,622 68,277,526 17,506,850 14,874,374
---------- ---------- ---------- ---------- ---------- ---------- ----------
CONNEAUT
GM 122,891 122,891 103,217 122,891 471,891 122,891 122,891
DCX - - - - - - -
Ford 2,024,605 2,074,830 1,753,474 1,911,540 7,764,450 2,171,262 1,953,655
Other - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 2,147,497 2,197,722 1,856,691 2,034,432 8,236,342 2,294,154 2,076,546
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany 703,825 718,508 596,462 616,555 2,635,350 577,470 567,337
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 2,851,321 2,916,229 2,453,154 2,650,987 10,871,692 2,871,624 2,643,883
---------- ---------- ---------- ---------- ---------- ---------- ----------
HARTFORD CITY
GM 1,075,292 1,091,735 291,942 315,320 2,774,290 287,951 317,324
DCX 10,501 5,962 11,246 5,962 33,672 10,501 5,962
Ford 297,278 293,545 262,064 274,998 1,127,884 291,678 287,931
Other 1,211,486 1,233,491 1,051,125 1,143,143 4,639,246 1,211,486 1,233,491
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 2,594,557 2,624,733 1,616,378 1,739,424 8,575,092 1,801,617 1,844,708
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany 142,011 145,129 120,407 123,481 531,028 115,181 113,029
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 2,736,569 2,769,862 1,736,784 1,862,905 9,106,119 1,916,798 1,957,738
---------- ---------- ---------- ---------- ---------- ---------- ----------
HOPKINSVILLE
GM 1,185,564 1,131,655 969,982 1,023,891 4,311,092 1,185,564 1,131,655
DCX - - - - - - -
Ford 150,049 143,256 122,782 129,574 545,660 150,049 143,256
Other - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 1,335,613 1,274,911 1,092,763 1,153,465 4,856,752 1,335,613 1,274,911
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 1,335,613 1,274,911 1,092,763 1,153,465 4,856,752 1,335,613 1,274,911
---------- ---------- ---------- ---------- ---------- ---------- ----------
LANCASTER
GM 128,648 127,547 113,327 116,548 486,070 113,402 108,812
DCX - - - - - - -
Ford 235,628 228,708 225,428 224,268 914,032 235,628 228,708
Other 240,427 240,427 240,427 240,427 961,710 240,427 240,427
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 604,703 596,682 579,183 581,244 2,361,812 589,457 577,948
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 604,703 596,682 579,183 581,244 2,361,812 589,457 577,948
---------- ---------- ---------- ---------- ---------- ---------- ----------
SEP-06 DEC-06 2006 2007 2008
---------- ---------- ---------- ----------- -----------
WALLACEBURG / NEW BUSINESS
GM 1,904,030 11,371,292 13,275,322 78,335,640 91,447,666
DCX 6,902,745 6,993,824 32,232,339 28,859,113 26,924,354
Ford - - - - -
Other - - - - -
---------- ---------- ---------- ----------- -----------
Net 8,806,776 18,365,116 45,507,661 107,194,753 118,372,020
---------- ---------- ---------- ----------- -----------
Intercompany - - - - -
---------- ---------- ---------- ----------- -----------
Gross 8,806,776 18,365,116 45,507,661 107,194,753 118,372,020
---------- ---------- ---------- ----------- -----------
GROESBECK
GM 9,312,111 9,528,827 43,640,300 41,143,908 41,510,992
DCX - - - - -
Ford 258,628 261,471 1,083,323 1,001,522 509,634
Other - - - - -
---------- ---------- ---------- ----------- -----------
Net 9,570,739 9,790,298 44,723,623 42,145,430 42,020,626
---------- ---------- ---------- ----------- -----------
Intercompany 93,750 95,000 406,250 406,250 406,250
---------- ---------- ---------- ----------- -----------
Gross 9,664,489 9,885,298 45,129,873 42,551,680 42,426,876
---------- ---------- ---------- ----------- -----------
MALYN
GM 8,036,981 8,326,247 35,180,711 32,686,149 20,986,745
DCX - - - - -
Ford - - - - -
Other - - - - -
---------- ---------- ---------- ----------- -----------
Net 8,036,981 8,326,247 35,180,711 32,686,149 20,986,745
---------- ---------- ---------- ----------- -----------
Intercompany - - - - -
---------- ---------- ---------- ----------- -----------
Gross 8,036,981 8,326,247 35,180,711 32,686,149 20,986,745
---------- ---------- ---------- ----------- -----------
HARPER
GM 2,957,765 2,957,765 12,817,550 12,366,693 11,488,526
DCX 9,803,863 9,384,639 44,082,386 37,518,435 21,590,098
Ford - - - - -
Other - - - - -
---------- ---------- ---------- ----------- -----------
Net 12,761,627 12,342,403 56,899,937 49,885,128 33,078,624
---------- ---------- ---------- ----------- -----------
Intercompany 254,277 259,068 1,098,662 1,213,458 1,214,147
---------- ---------- ---------- ----------- -----------
Gross 13,015,904 12,601,471 57,998,599 51,098,586 34,292,771
---------- ---------- ---------- ----------- -----------
CONNEAUT
GM 103,217 122,891 471,891 471,891 471,891
DCX - - - - -
Ford 246,663 279,187 4,650,767 1,109,412 1,109,412
Other - - - - -
---------- ---------- ---------- ----------- -----------
Net 349,880 402,078 5,122,658 1,581,304 1,581,304
---------- ---------- ---------- ----------- -----------
Intercompany 486,652 492,268 2,123,727 1,428,879 134,518
---------- ---------- ---------- ----------- -----------
Gross 836,532 894,347 7,246,385 3,010,182 1,715,821
---------- ---------- ---------- ----------- -----------
HARTFORD CITY
GM 291,942 315,320 1,212,538 1,212,542 1,212,542
DCX 11,246 5,962 33,672 33,735 33,735
Ford 252,702 265,651 1,097,962 1,044,899 725,792
Other 1,051,125 1,143,143 4,639,246 4,639,260 4,639,260
---------- ---------- ---------- ----------- -----------
Net 1,607,016 1,730,077 6,983,418 6,930,436 6,611,328
---------- ---------- ---------- ----------- -----------
Intercompany 97,089 97,089 422,390 274,845 -
---------- ---------- ---------- ----------- -----------
Gross 1,704,106 1,827,167 7,405,808 7,205,281 6,611,328
---------- ---------- ---------- ----------- -----------
HOPKINSVILLE
GM 969,982 1,023,891 4,311,092 4,311,092 4,311,092
DCX - - - - -
Ford 122,782 129,574 545,660 545,594 545,594
Other - - - - -
---------- ---------- ---------- ----------- -----------
Net 1,092,763 1,153,465 4,856,752 4,856,686 4,856,686
---------- ---------- ---------- ----------- -----------
Intercompany - - - - -
---------- ---------- ---------- ----------- -----------
Gross 1,092,763 1,153,465 4,856,752 4,856,686 4,856,686
---------- ---------- ---------- ----------- -----------
LANCASTER
GM 106,092 111,940 440,246 143,421 143,421
DCX - - - - -
Ford 225,428 224,268 914,032 914,032 914,032
Other 240,427 240,427 961,710 961,710 961,710
---------- ---------- ---------- ----------- -----------
Net 571,947 576,635 2,315,988 2,019,163 2,019,163
---------- ---------- ---------- ----------- -----------
Intercompany - - - - -
---------- ---------- ---------- ----------- -----------
Gross 571,947 576,635 2,315,988 2,019,163 2,019,163
---------- ---------- ---------- ----------- -----------
171 of 231 Venture-Confidential-DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
---------- ---------- ---------- ---------- ---------- ---------- ----------
SMC
GM
DCX
Ford
Other 4,838 2,961 10,217 23,143 26,598 49,740 21,233
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 4,838 2,961 10,217 23,143 26,598 49,740 21,233
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany 1,242,575 1,243,827 1,652,029 1,115,300 1,170,667 1,317,632 468,210
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 1,247,414 1,246,788 1,662,246 1,138,443 1,197,265 1,367,373 489,443
---------- ---------- ---------- ---------- ---------- ---------- ----------
MASONIC-WK
GM
DCX
Ford
Other 122,517 (116,367) 1,619 171,140 240,096 240,035 (5,974)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 122,517 (116,367) 1,619 171,140 240,096 240,035 (5,974)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany - 348,670 270,669 202,159 329,577 258,211 289,221
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 122,517 232,303 272,287 373,299 569,673 498,246 283,247
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL REVENUE
GM - - - - - - -
DCX - - - - - - -
Ford - - - - - - -
Other 36,262,487 44,958,133 55,727,226 40,939,831 42,540,005 49,561,699 20,528,948
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net 36,262,487 44,958,133 55,727,226 40,939,831 42,540,005 49,561,699 20,528,948
---------- ---------- ---------- ---------- ---------- ---------- ----------
Intercompany 13,116,743 14,341,388 17,649,524 13,146,463 13,035,174 15,064,241 9,591,134
---------- ---------- ---------- ---------- ---------- ---------- ----------
Gross 49,379,231 59,299,521 73,376,750 54,086,294 55,575,179 64,625,940 30,120,082
---------- ---------- ---------- ---------- ---------- ---------- ----------
II. VARIABLE COSTS
All variable costs for January through September are actual. Thereafter costs are based on
plant projected standards for 2004.
CORPORATE
Material 8,235 7,124 5,834 4,604 9,979 287,029 1,049
Scrap - 182 26 148 432 339 347
Labor 9,369,108 10,151,959 12,295,485 10,050,732 9,798,081 11,290,643 8,587,406
Burden (10,750) 79,179 273,894 6,359 (161,112) (73,952) 9,171
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 9,366,593 10,238,445 12,575,238 10,061,843 9,647,380 11,504,059 8,597,973
---------- ---------- ---------- ---------- ---------- ---------- ----------
GRAND BLANC
Material 2,701,345 3,813,619 4,800,432 4,056,407 4,046,822 4,569,982 1,444,154
Scrap 270,933 421,658 495,043 305,764 429,965 466,616 111,295
Labor 2,023,185 2,246,389 2,905,357 2,167,835 2,293,949 2,383,830 1,605,828
Burden 1,120,482 1,675,110 2,112,059 1,239,620 1,440,401 1,717,999 1,254,157
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 6,115,946 8,156,776 10,312,891 7,769,626 8,211,137 9,138,427 4,415,435
---------- ---------- ---------- ---------- ---------- ---------- ----------
GRAND RAPIDS
Material 1,690,765 2,322,810 3,340,317 1,307,394 1,136,178 2,594,224 439,533
Scrap 49,756 44,097 102,202 170,422 34,601 293,217 (24,141)
Labor 452,630 577,971 589,294 319,104 298,346 425,275 253,942
Burden 357,240 524,223 562,686 403,580 127,080 236,510 217,013
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 2,550,391 3,469,101 4,594,498 2,200,499 1,596,204 3,549,226 886,347
---------- ---------- ---------- ---------- ---------- ---------- ----------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
---------- ---------- ---------- ---------- ---------- -----------
SMC
GM -
DCX -
Ford -
Other 51,620 104,085 66,631 102,384 33,002 496,452
---------- ---------- ---------- ---------- ---------- -----------
Net 51,620 104,085 66,631 102,384 33,002 496,452
---------- ---------- ---------- ---------- ---------- -----------
Intercompany 859,688 1,103,594 939,182 877,693 1,013,861 13,004,259
---------- ---------- ---------- ---------- ---------- -----------
Gross 911,308 1,207,679 1,005,813 980,077 1,046,863 13,500,710
---------- ---------- ---------- ---------- ---------- -----------
MASONIC-WK
GM -
DCX -
Ford -
Other 403,226 277,298 95,011 113,719 64,373 1,606,693
---------- ---------- ---------- ---------- ---------- -----------
Net 403,226 277,298 95,011 113,719 64,373 1,606,693
---------- ---------- ---------- ---------- ---------- -----------
Intercompany 224,070 134,348 74,616 71,060 319,477 2,522,078
---------- ---------- ---------- ---------- ---------- -----------
Gross 627,296 411,646 169,626 184,779 383,850 4,128,771
---------- ---------- ---------- ---------- ---------- -----------
TOTAL REVENUE
GM - - - - - -
DCX - - - - - -
Ford - - - - - -
Other 31,706,629 43,581,351 35,470,009 35,050,196 38,741,876 475,068,390
---------- ---------- ---------- ---------- ---------- -----------
Net 31,706,629 43,581,351 35,470,009 35,050,196 38,741,876 475,068,390
---------- ---------- ---------- ---------- ---------- -----------
Intercompany 11,890,705 13,861,387 11,331,527 11,182,112 13,607,947 157,818,346
---------- ---------- ---------- ---------- ---------- -----------
Gross 43,597,334 57,442,738 46,801,536 46,232,308 52,349,823 632,886,736
---------- ---------- ---------- ---------- ---------- -----------
II. VARIABLE COSTS
All variable costs for January through September are actual. Thereafter costs are based on
plant projected standards for 2004.
CORPORATE
Material 12,795 87,053 56,052 21,753 2,644,006 3,145,512
Scrap 1,465 5,792 4,589 3,341 2,731 19,391
Labor 8,993,058 10,908,114 8,935,910 8,379,413 8,580,468 117,340,377
Burden 8,689 7,461 (13,805) 17,025 333,032 475,190
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 9,016,006 11,008,420 8,982,745 8,421,532 11,560,237 120,980,472
---------- ---------- ---------- ---------- ---------- -----------
GRAND BLANC
Material 2,538,127 3,147,227 2,780,185 3,260,536 2,268,151 39,426,987
Scrap 403,919 490,473 287,641 303,600 236,479 4,223,385
Labor 1,741,351 2,378,416 1,853,660 1,598,898 1,903,821 25,102,521
Burden 957,494 1,377,394 744,450 530,168 904,919 15,074,254
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 5,640,891 7,393,510 5,665,935 5,693,203 5,313,370 83,827,147
---------- ---------- ---------- ---------- ---------- -----------
GRAND RAPIDS
Material 1,493,961 1,894,706 1,291,913 1,166,419 888,631 19,566,851
Scrap 55,660 40,549 65,304 49,994 48,068 929,728
Labor 270,419 337,633 310,681 306,759 333,277 4,475,329
Burden 229,987 214,144 259,599 391,022 409,121 3,932,204
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 2,050,026 2,487,032 1,927,498 1,914,194 1,679,097 28,904,112
---------- ---------- ---------- ---------- ---------- -----------
172 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
---------- ---------- ---------- ---------- ---------- ----------
SMC
GM - - -
DCX - - -
Ford - - -
Other 112,167 111,223 58,236 130,222 143,244 200,015
---------- ---------- ---------- ---------- ---------- ----------
Net 112,167 111,223 58,236 130,222 143,244 200,015
---------- ---------- ---------- ---------- ---------- ----------
Intercompany 876,144 858,807 1,274,954 647,654 763,661 882,605
---------- ---------- ---------- ---------- ---------- ----------
Gross 988,311 970,030 1,333,190 777,876 906,905 1,082,619
---------- ---------- ---------- ---------- ---------- ----------
MASONIC-WK
GM 432,440 475,684 547,037
DCX 11,110 222,193 222,193
Ford - - -
Other 110,109 55,726 229,839 - - -
---------- ---------- ---------- ---------- ---------- ----------
Net 110,109 55,726 229,839 443,550 697,877 769,229
---------- ---------- ---------- ---------- ---------- ----------
Intercompany 455,546 440,589 598,262 75,000 75,000 75,000
---------- ---------- ---------- ---------- ---------- ----------
Gross 565,655 496,315 828,101 518,550 772,877 844,229
---------- ---------- ---------- ---------- ---------- ----------
TOTAL REVENUE
GM - - - 19,003,156 21,126,168 23,339,313
DCX - - - 4,784,381 5,633,638 6,112,868
Ford - - - 4,656,464 4,076,357 4,364,579
Other 29,533,412 33,381,056 46,089,901 4,234,157 4,686,958 5,620,041
---------- ---------- ---------- ---------- ---------- ----------
Net 29,533,412 33,381,056 46,089,901 32,678,158 35,523,121 39,436,802
---------- ---------- ---------- ---------- ---------- ----------
Intercompany 11,456,064 12,245,632 14,958,912 10,520,710 11,208,876 13,222,296
---------- ---------- ---------- ---------- ---------- ----------
Gross 40,989,477 45,626,688 61,048,813 43,198,869 46,731,998 52,659,098
---------- ---------- ---------- ---------- ---------- ----------
II. VARIABLE COSTS
CORPORATE
Material 66,682 (73,661) 121,788 38,270 38,270 38,270
Scrap 3,856 2,535 6,128 4,173 4,173 4,173
Labor 8,644,903 9,253,688 11,042,291 9,646,961 9,646,961 9,646,961
Burden (198) (15,400) (54,427) (23,342) (23,342) (23,342)
Restructuring Adjustment (134,100) (161,000) (364,300) (220,000) (220,000) (275,000)
---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 8,581,143 9,006,162 10,751,481 9,446,062 9,446,062 9,391,062
---------- ---------- ---------- ---------- ---------- ----------
GRAND BLANC
Material 2,473,353 2,470,008 2,773,752 2,319,004 2,527,357 2,813,529
Scrap 1,067,086 (448,549) 1,242,041 254,244 280,641 312,424
Labor 1,227,818 2,842,559 2,654,750 1,239,502 1,332,062 1,450,131
Burden 179,515 3,239,539 2,247,344 1,731,897 1,880,520 2,050,744
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 4,947,772 8,103,558 8,917,887 5,544,647 6,020,580 6,626,829
---------- ---------- ---------- ---------- ---------- ----------
GRAND RAPIDS
Material 861,479 957,685 1,553,678 1,320,712 1,461,703 1,858,062
Scrap 69,954 72,589 43,453 27,414 30,454 38,172
Labor 477,077 373,364 349,395 51,645 57,184 69,591
Burden 231,445 421,545 246,897 452,608 441,749 489,330
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 1,639,955 1,825,183 2,193,423 1,852,380 1,991,091 2,455,155
---------- ---------- ---------- ---------- ---------- ----------
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
---------- ---------- ---------- ---------- ---------- ---------- -----------
SMC
GM - - - - - - -
DCX - - - - - - -
Ford - - - - - - -
Other 69,553 130,222 212,902 136,423 130,222 198,934 1,633,362
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net 69,553 130,222 212,902 136,423 130,222 198,934 1,633,362
---------- ---------- ---------- ---------- ---------- ---------- -----------
Intercompany 260,404 504,139 715,471 524,723 446,270 570,021 8,324,853
---------- ---------- ---------- ---------- ---------- ---------- -----------
Gross 329,957 634,362 928,373 661,146 576,493 768,954 9,958,215
---------- ---------- ---------- ---------- ---------- ---------- -----------
MASONIC-WK
GM 281,086 497,306 597,902 498,333 410,818 445,413 4,186,019
DCX 138,870 5,244,796 10,649,958 12,239,307 10,278,290 11,156,050 50,162,766
Ford - - - - - - -
Other - - - - - - 395,674
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net 419,956 5,742,102 11,247,860 12,737,640 10,689,108 11,601,463 54,744,459
---------- ---------- ---------- ---------- ---------- ---------- -----------
Intercompany 75,000 75,000 75,000 75,000 75,000 75,000 2,169,397
---------- ---------- ---------- ---------- ---------- ---------- -----------
Gross 494,956 5,817,102 11,322,860 12,812,640 10,764,108 11,676,463 56,913,856
---------- ---------- ---------- ---------- ---------- ---------- -----------
TOTAL REVENUE
GM 8,526,056 18,114,672 22,219,174 18,835,548 15,712,834 17,139,061 164,015,981
DCX 4,062,486 12,897,221 20,724,437 21,244,171 17,957,396 19,283,934 112,700,531
Ford 1,664,657 3,291,262 3,971,063 3,230,432 2,757,479 3,025,508 31,037,801
Other 3,010,821 4,239,710 5,691,688 4,377,723 3,920,576 4,548,073 149,334,117
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net 17,264,019 38,542,865 52,606,361 47,687,874 40,348,285 43,996,576 457,088,431
---------- ---------- ---------- ---------- ---------- ---------- -----------
Intercompany 9,659,529 11,413,772 14,158,700 11,550,805 11,800,228 13,928,165 146,123,689
---------- ---------- ---------- ---------- ---------- ---------- -----------
Gross 26,923,548 49,956,637 66,765,060 59,238,678 52,148,514 57,924,741 603,212,120
---------- ---------- ---------- ---------- ---------- ---------- -----------
II. VARIABLE COSTS
CORPORATE
Material 38,270 38,270 38,270 38,270 38,270 38,270 459,235
Scrap 4,173 4,173 4,173 4,173 4,173 4,173 50,077
Labor 9,646,961 9,646,961 9,646,961 9,646,961 9,646,961 9,646,961 115,763,532
Burden (23,342) (23,342) (23,342) (23,342) (23,342) (23,342) (280,101)
Restructuring Adjustment (220,000) (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400)
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 9,446,062 9,446,062 9,391,062 9,446,062 9,446,062 9,391,062 113,188,342
---------- ---------- ---------- ---------- ---------- ---------- -----------
GRAND BLANC
Material 1,123,683 2,079,203 3,076,456 2,839,652 2,490,159 2,793,880 29,780,037
Scrap 144,473 238,473 351,384 332,300 292,880 326,057 4,393,454
Labor 1,334,761 1,075,056 1,560,888 1,491,838 1,322,308 1,459,051 18,990,724
Burden 1,022,608 1,529,322 2,251,071 2,179,469 1,922,157 2,129,545 22,363,733
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 3,625,525 4,922,054 7,239,798 6,843,259 6,027,505 6,708,534 75,527,948
---------- ---------- ---------- ---------- ---------- ---------- -----------
GRAND RAPIDS
Material 557,834 1,765,029 2,387,745 2,157,953 1,815,785 1,928,760 18,626,425
Scrap 12,038 41,761 59,716 56,695 47,706 50,808 550,762
Labor 24,143 81,998 119,168 115,246 97,316 103,291 1,919,418
Burden 206,520 221,362 233,695 260,074 15,041 216,392 3,436,657
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 800,534 2,110,150 2,800,323 2,589,968 1,975,848 2,299,252 24,533,262
---------- ---------- ---------- ---------- ---------- ---------- -----------
173 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06
----------- ----------- ----------- ----------- ----------- -----------
SMC
GM - - - - - -
DCX - - - - - -
Ford - - - - - -
Other 479,547 479,547 412,812 472,400 1,844,306 479,547
----------- ----------- ----------- ----------- ----------- -----------
Net 479,547 479,547 412,812 472,400 1,844,306 479,547
----------- ----------- ----------- ----------- ----------- -----------
Intercompany 2,579,415 2,450,824 1,557,851 1,649,444 8,237,534 2,579,415
----------- ----------- ----------- ----------- ----------- -----------
Gross 3,058,962 2,930,372 1,970,662 2,121,844 10,081,840 3,058,962
----------- ----------- ----------- ----------- ----------- -----------
MASONIC-WK
GM 1,352,240 1,168,993 1,309,482 1,330,618 5,161,334 1,288,347
DCX 34,505,400 35,053,105 27,211,633 29,570,661 126,340,799 35,255,746
Ford - - - - - -
Other - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net 35,857,640 36,222,098 28,521,116 30,901,279 131,502,132 36,544,093
----------- ----------- ----------- ----------- ----------- -----------
Intercompany 225,000 225,000 225,000 225,000 900,000 225,000
----------- ----------- ----------- ----------- ----------- -----------
Gross 36,082,640 36,447,098 28,746,116 31,126,279 132,402,132 36,769,093
----------- ----------- ----------- ----------- ----------- -----------
TOTAL REVENUE
GM 53,863,053 50,689,941 42,367,693 43,531,616 190,452,303 45,370,176
DCX 61,176,763 61,699,225 48,888,052 51,017,182 222,781,221 59,903,501
Ford 9,122,588 9,263,937 7,966,830 8,299,939 34,653,294 8,526,377
Other 14,910,448 13,711,091 12,319,976 12,429,739 53,371,254 14,572,007
----------- ----------- ----------- ----------- ----------- -----------
Net 139,072,852 135,364,194 111,542,551 115,278,476 501,258,073 128,372,061
----------- ----------- ----------- ----------- ----------- -----------
Intercompany 39,451,852 39,423,813 36,849,304 36,814,326 152,539,295 39,027,831
----------- ----------- ----------- ----------- ----------- -----------
Gross 178,524,704 174,788,007 148,391,855 152,092,802 653,797,368 167,399,892
----------- ----------- ----------- ----------- ----------- -----------
II. VARIABLE COSTS
CORPORATE
Material 118,253 118,253 118,253 118,253 473,012 121,800
Scrap 12,895 12,895 12,895 12,895 51,579 13,282
Labor 29,809,109 29,809,109 29,809,109 29,809,109 119,236,438 30,703,383
Burden (72,126) (72,126) (72,126) (72,126) (288,504) (74,290)
Restructuring Adjustment - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 29,868,131 29,868,131 29,868,131 29,868,131 119,472,524 30,764,175
----------- ----------- ----------- ----------- ----------- -----------
GRAND BLANC
Material 9,377,064 8,378,582 7,034,383 7,069,695 31,859,724 8,085,863
Scrap 1,087,027 988,957 819,335 813,845 3,709,165 923,375
Labor 4,672,604 4,139,736 3,493,328 3,510,947 15,816,615 3,979,102
Burden 7,565,093 6,695,261 5,747,551 5,766,556 25,774,462 6,631,114
Restructuring Adjustment - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 22,701,788 20,202,537 17,094,597 17,161,044 77,159,966 19,619,455
----------- ----------- ----------- ----------- ----------- -----------
GRAND RAPIDS
Material 6,165,139 6,283,523 4,779,063 4,781,727 22,009,453 4,871,116
Scrap 178,649 181,973 135,858 135,162 631,641 140,061
Labor 693,728 699,589 610,808 608,687 2,612,812 556,651
Burden 175,275 232,415 (805,750) (839,718) (1,237,778) (134,992)
Restructuring Adjustment - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 7,212,792 7,397,500 4,719,979 4,685,858 24,016,128 5,432,837
----------- ----------- ----------- ----------- ----------- -----------
JUN-06 SEP-06 DEC-06 2006 2007 2008
----------- ----------- ----------- ----------- ----------- -----------
SMC
GM - - - - - -
DCX - - - - - -
Ford - - - - - -
Other 479,547 412,812 472,400 1,844,306 1,844,306 1,844,306
----------- ----------- ----------- ----------- ----------- -----------
Net 479,547 412,812 472,400 1,844,306 1,844,306 1,844,306
----------- ----------- ----------- ----------- ----------- -----------
Intercompany 2,450,824 1,557,851 1,649,444 8,237,534 8,237,532 8,237,532
----------- ----------- ----------- ----------- ----------- -----------
Gross 2,930,372 1,970,662 2,121,844 10,081,840 10,081,838 10,081,838
----------- ----------- ----------- ----------- ----------- -----------
MASONIC-WK
GM 1,288,347 1,098,235 1,161,642 4,836,571 4,390,942 2,023,441
DCX 34,729,535 28,751,203 29,749,780 128,486,265 121,578,539 114,722,436
Ford - - - - - -
Other - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Net 36,017,882 29,849,439 30,911,422 133,322,836 125,969,480 116,745,877
----------- ----------- ----------- ----------- ----------- -----------
Intercompany 225,000 225,000 225,000 900,000 900,000 900,000
----------- ----------- ----------- ----------- ----------- -----------
Gross 36,242,882 30,074,439 31,136,422 134,222,836 126,869,480 117,645,877
----------- ----------- ----------- ----------- ----------- -----------
TOTAL REVENUE
GM 41,832,712 36,549,083 46,786,420 170,538,391 214,266,572 208,729,720
DCX 56,591,892 46,952,776 47,701,718 211,149,886 193,887,100 168,800,240
Ford 8,203,373 4,296,427 4,352,154 25,378,331 14,433,901 6,354,274
Other 13,493,916 12,325,195 12,434,957 52,826,075 52,847,179 52,869,325
----------- ----------- ----------- ----------- ----------- -----------
Net 120,121,892 100,123,481 111,275,249 459,892,683 475,434,752 436,753,559
----------- ----------- ----------- ----------- ----------- -----------
Intercompany 38,846,302 37,361,979 37,550,806 152,786,919 155,516,090 157,396,512
----------- ----------- ----------- ----------- ----------- -----------
Gross 158,968,194 137,485,461 148,826,055 612,679,602 630,950,841 594,150,071
----------- ----------- ----------- ----------- ----------- -----------
II. VARIABLE COSTS
CORPORATE
Material 121,800 121,800 121,800 487,202 501,818 516,872
Scrap 13,282 13,282 13,282 53,126 54,720 56,362
Labor 30,703,383 30,703,383 30,703,383 122,813,531 126,497,937 130,292,875
Burden (74,290) (74,290) (74,290) (297,159) (306,074) (315,256)
Restructuring Adjustment - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 30,764,175 30,764,175 30,764,175 123,056,700 126,748,401 130,550,853
----------- ----------- ----------- ----------- ----------- -----------
GRAND BLANC
Material 7,600,884 6,544,728 6,550,529 28,782,004 27,394,384 26,761,831
Scrap 872,274 771,065 761,801 3,328,516 3,179,010 3,106,233
Labor 3,759,858 3,192,852 3,192,263 14,124,074 13,263,655 12,918,166
Burden 6,233,906 5,388,678 5,377,633 23,631,332 22,861,105 22,249,418
Restructuring Adjustment - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 18,466,922 15,897,323 15,882,227 69,865,927 66,698,155 65,035,647
----------- ----------- ----------- ----------- ----------- -----------
GRAND RAPIDS
Material 4,771,017 4,091,833 4,168,644 17,902,611 13,258,273 6,904,571
Scrap 137,127 117,723 120,456 515,367 391,838 241,813
Labor 550,386 516,570 524,061 2,147,669 1,762,235 1,569,261
Burden (212,491) (578,953) (471,882) (1,398,318) (1,877,980) (2,393,197)
Restructuring Adjustment - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 5,246,039 4,147,173 4,341,279 19,167,329 13,534,366 6,322,448
----------- ----------- ----------- ----------- ----------- -----------
174 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
--------- --------- --------- --------- --------- --------- ---------
SEABROOK
Material 1,062,865 1,646,518 1,681,563 1,336,263 1,604,248 1,689,860 715,489
Scrap 175,176 252,950 303,863 159,817 197,289 197,020 80,478
Labor 1,423,008 1,776,854 2,075,907 1,309,015 1,571,802 1,570,582 910,496
Burden 688,979 930,476 967,644 647,557 790,976 821,024 548,574
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 3,350,027 4,606,798 5,028,976 3,452,652 4,164,315 4,278,485 2,255,037
--------- --------- --------- --------- --------- --------- ---------
WALLACEBURG
Material 360,545 428,374 813,970 522,050 556,226 558,578 138,012
Scrap 9,074 12,393 18,205 17,939 15,713 17,297 2,430
Labor 120,132 187,036 223,398 205,817 167,342 154,254 63,013
Burden 44,398 76,697 43,211 94,900 76,468 99,006 19,323
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 534,149 704,500 1,098,785 840,705 815,749 829,136 222,777
--------- --------- --------- --------- --------- --------- ---------
GROESBECK
Material 2,459,525 3,373,355 4,331,816 2,888,615 2,965,125 3,300,672 1,728,325
Scrap 128,334 164,753 180,299 165,382 138,721 139,164 70,537
Labor 1,853,780 1,925,509 2,304,876 1,755,140 1,637,438 1,855,296 1,295,629
Burden 293,436 561,977 635,724 437,316 447,394 495,615 304,526
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 4,735,075 6,025,595 7,452,714 5,246,454 5,188,678 5,790,747 3,399,016
--------- --------- --------- --------- --------- --------- ---------
MALYN
Material 1,707,183 1,809,671 2,026,649 1,427,433 1,464,716 1,629,175 1,220,731
Scrap 14,325 10,581 20,420 4,837 31,494 41,271 25,575
Labor 470,382 434,959 454,682 369,251 356,333 456,500 339,310
Burden 88,408 83,452 109,461 79,143 106,767 108,360 53,866
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 2,280,299 2,338,663 2,611,212 1,880,663 1,959,310 2,235,306 1,639,482
--------- --------- --------- --------- --------- --------- ---------
HARPER
Material 3,108,601 3,897,497 4,806,709 3,252,344 3,710,793 4,325,562 2,046,104
Scrap 156,726 160,165 198,261 189,042 142,086 145,843 89,502
Labor 1,486,563 1,828,604 2,187,677 1,469,138 1,637,939 1,898,723 1,129,811
Burden 203,568 651,085 881,670 67,350 400,079 538,125 378,775
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 4,955,459 6,537,351 8,074,317 4,977,874 5,890,896 6,908,252 3,644,192
--------- --------- --------- --------- --------- --------- ---------
CONNEAUT
Material 595,338 817,076 897,220 588,978 644,173 873,659 354,723
Scrap 74,215 82,963 83,531 59,247 45,598 66,652 28,994
Labor 552,122 555,024 647,757 499,517 436,730 602,247 467,579
Burden 223,137 291,781 388,670 221,876 200,068 269,559 187,309
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 1,444,813 1,746,845 2,017,179 1,369,618 1,326,570 1,812,117 1,038,605
--------- --------- --------- --------- --------- --------- ---------
HARTFORD CITY
Material 663,128 763,592 864,847 625,885 588,520 695,756 242,712
Scrap 28,802 32,118 21,723 12,778 8,914 13,484 5,804
Labor 298,823 269,831 288,791 209,966 201,846 200,595 114,324
Burden 139,510 207,016 308,000 191,894 126,316 190,738 124,683
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 1,130,263 1,272,557 1,483,361 1,040,523 925,595 1,100,573 487,523
--------- --------- --------- --------- --------- --------- ---------
HOPKINSVILLE
Material 247,448 501,080 846,459 545,695 546,786 644,925 158,672
Scrap 24,744 72,386 114,620 130,216 132,747 142,189 53,377
Labor 379,884 548,568 690,006 553,171 541,296 575,276 342,481
Burden 308,905 296,756 486,582 393,210 301,112 368,786 291,205
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 960,980 1,418,789 2,137,668 1,622,292 1,521,941 1,731,175 845,735
--------- --------- --------- --------- --------- --------- ---------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- --------- ----------
SEABROOK
Material 1,278,132 1,469,200 1,184,772 1,112,421 777,379 15,558,709
Scrap 147,272 179,062 152,793 190,482 158,300 2,194,500
Labor 1,245,570 1,436,382 1,383,966 1,180,350 1,184,777 17,068,709
Burden 520,470 620,536 548,517 553,401 642,728 8,280,881
Restructuring - - - - - -
Adjustment
--------- --------- --------- --------- --------- ----------
Total Variable Costs 3,191,444 3,705,180 3,270,048 3,036,653 2,763,184 43,102,800
--------- --------- --------- --------- --------- ----------
WALLACEBURG
Material 317,327 479,582 230,994 247,144 99,124 4,751,928
Scrap 9,556 12,619 6,099 4,745 - 126,071
Labor 95,591 123,553 120,940 76,070 73,082 1,610,228
Burden 28,492 33,581 11,747 21,741 31,086 580,650
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 450,966 649,336 369,780 349,701 203,293 7,068,876
--------- --------- --------- --------- --------- ----------
GROESBECK
Material 2,352,436 3,261,573 2,916,917 2,902,284 2,811,029 35,291,673
Scrap 110,075 182,933 149,819 118,923 88,516 1,637,456
Labor 1,584,774 2,022,384 1,681,688 1,612,905 1,889,277 21,418,696
Burden 347,402 373,734 398,987 442,059 590,170 5,328,340
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 4,394,686 5,840,624 5,147,411 5,076,172 5,378,992 63,676,164
--------- --------- --------- --------- --------- ----------
MALYN
Material 553,060 2,361,240 2,162,993 2,365,354 1,934,945 20,663,151
Scrap 6,019 22,101 10,159 21,166 11,994 219,944
Labor 359,555 586,841 450,651 434,517 556,813 5,269,796
Burden 92,080 77,442 119,900 78,507 76,330 1,073,715
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 1,010,714 3,047,624 2,743,703 2,899,545 2,580,083 27,226,606
--------- --------- --------- --------- --------- ----------
HARPER
Material 2,677,497 3,529,971 2,902,033 2,976,168 3,242,200 40,475,480
Scrap 117,048 150,683 115,191 61,233 82,927 1,608,706
Labor 1,415,820 1,757,301 1,334,804 1,211,724 1,328,770 18,686,874
Burden 215,864 399,559 360,156 232,391 449,090 4,777,712
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 4,426,229 5,837,514 4,712,185 4,481,516 5,102,987 65,548,772
--------- --------- --------- --------- --------- ----------
CONNEAUT
Material 665,123 852,825 641,328 625,227 456,369 8,012,041
Scrap 52,163 78,195 54,991 66,382 60,089 753,021
Labor 516,150 604,886 506,533 487,054 643,392 6,518,992
Burden 246,027 445,463 332,348 296,183 301,574 3,403,996
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 1,479,464 1,981,369 1,535,200 1,474,847 1,461,423 18,688,049
--------- --------- --------- --------- --------- ----------
HARTFORD CITY
Material 393,537 537,514 412,711 478,666 592,416 6,859,286
Scrap 8,608 13,770 12,733 13,944 15,246 187,925
Labor 156,499 181,765 212,412 211,664 225,106 2,571,620
Burden 149,412 153,029 103,235 68,016 143,781 1,905,630
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 708,056 886,077 741,090 772,291 976,549 11,524,460
--------- --------- --------- --------- --------- ----------
HOPKINSVILLE
Material 502,069 344,406 473,263 476,405 548,988 5,836,196
Scrap 89,337 74,474 78,485 77,797 99,137 1,089,508
Labor 442,589 467,441 446,319 441,216 481,706 5,909,953
Burden 231,809 235,151 254,433 271,748 327,879 3,767,576
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 1,265,804 1,121,472 1,252,501 1,267,165 1,457,710 16,603,233
--------- --------- --------- --------- --------- ----------
175 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
--------- --------- --------- --------- --------- --------- ---------
SEABROOK
Material 1,094,547 1,091,399 1,779,136 830,259 969,526 964,516 339,471
Scrap 109,850 125,327 148,096 141,662 166,251 157,858 42,437
Labor 1,310,519 1,161,405 1,379,271 530,284 609,903 601,560 191,891
Burden 618,041 721,478 690,799 648,552 752,722 742,410 255,917
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 3,132,957 3,099,609 3,997,301 2,150,757 2,498,402 2,466,344 829,716
--------- --------- --------- --------- --------- --------- ---------
WALLACEBURG
Material (1,904) (245) - - - - 821,049
Scrap - - - - - - -
Labor - - - - - - 157,594
Burden - - - - - - 139,321
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs (1,904) (245) - - - - 1,117,963
--------- --------- --------- --------- --------- --------- ---------
GROESBECK
Material 2,361,394 2,760,122 3,920,539 2,249,416 2,485,778 2,797,866 1,022,472
Scrap 94,067 116,193 145,211 90,447 99,585 111,891 41,469
Labor 1,499,728 1,718,403 2,045,289 803,789 886,586 996,307 335,673
Burden 301,256 544,305 629,811 820,552 909,805 1,020,050 643,030
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 4,256,445 5,139,023 6,740,850 3,964,205 4,381,755 4,926,114 2,042,644
--------- --------- --------- --------- --------- --------- ---------
MALYN
Material 2,002,700 2,604,317 3,326,838 2,351,042 2,530,707 2,837,718 1,264,418
Scrap 25,285 43,659 38,993 50,870 52,542 58,889 26,061
Labor 521,609 557,426 639,683 199,196 204,632 229,873 103,887
Burden 77,082 90,071 250,501 231,417 241,526 271,609 120,996
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 2,626,676 3,295,472 4,256,015 2,832,525 3,029,408 3,398,089 1,515,362
--------- --------- --------- --------- --------- --------- ---------
HARPER
Material 2,362,545 2,838,972 3,680,564 2,658,433 2,856,972 3,221,577 1,398,686
Scrap 79,137 91,121 121,174 79,805 85,728 96,578 41,627
Labor 1,219,907 1,305,185 1,541,124 479,106 517,995 581,252 252,975
Burden 327,681 320,252 472,769 900,588 971,282 1,091,782 480,808
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 3,989,270 4,555,530 5,815,632 4,117,933 4,431,978 4,991,189 2,174,096
--------- --------- --------- --------- --------- --------- ---------
CONNEAUT
Material 601,527 571,980 1,007,677 499,334 481,473 525,577 212,990
Scrap 44,393 44,587 52,852 32,400 31,037 34,972 11,684
Labor 501,843 486,962 656,209 304,875 316,791 311,930 213,173
Burden 265,045 349,513 305,347 327,601 272,575 300,672 307,691
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 1,412,809 1,453,043 2,022,085 1,164,209 1,101,874 1,173,151 745,537
--------- --------- --------- --------- --------- --------- ---------
HARTFORD CITY
Material 387,217 559,094 653,716 370,528 391,674 463,872 180,519
Scrap 15,025 13,086 16,175 5,537 5,738 11,215 2,559
Labor 211,690 215,193 246,672 89,329 99,591 114,486 56,730
Burden 79,974 173,337 129,858 175,006 192,244 230,301 163,784
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 693,905 960,710 1,046,422 640,399 689,247 819,875 403,592
--------- --------- --------- --------- --------- --------- ---------
HOPKINSVILLE
Material 76,967 333,305 652,591 516,774 540,808 627,782 251,468
Scrap 1,456 125,936 216,869 82,381 86,257 100,429 40,375
Labor 303,091 408,472 494,350 390,384 406,502 435,731 324,461
Burden 206,686 232,090 219,132 435,894 452,689 533,227 308,063
Restructuring Adjustment - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Costs 588,199 1,099,803 1,582,941 1,425,433 1,486,256 1,697,169 924,367
--------- --------- --------- --------- --------- --------- ---------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- --------- --------- --------- ----------
SEABROOK
Material 824,148 1,100,412 914,654 774,490 876,059 11,558,616
Scrap 128,080 175,975 147,233 126,614 139,239 1,608,622
Labor 487,806 666,574 558,530 496,047 541,036 8,534,825
Burden 607,598 818,093 683,329 601,899 661,997 7,802,836
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 2,047,632 2,761,055 2,303,745 1,999,049 2,218,331 29,504,899
--------- --------- --------- --------- --------- ----------
WALLACEBURG
Material 1,700,151 2,161,343 1,892,455 1,560,070 1,691,469 9,824,389
Scrap - - - - - -
Labor 326,330 414,853 363,242 299,443 324,664 1,886,125
Burden 288,493 366,751 321,124 264,723 287,020 1,667,432
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 2,314,975 2,942,947 2,576,821 2,124,236 2,303,153 13,377,946
--------- --------- --------- --------- --------- ----------
GROESBECK
Material 2,025,800 2,384,717 1,817,728 1,456,518 1,585,110 26,867,461
Scrap 81,153 95,972 74,359 59,772 65,569 1,075,688
Labor 814,407 957,355 740,674 599,499 675,768 12,073,478
Burden 815,934 981,575 761,670 606,680 709,686 8,744,354
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 3,737,293 4,419,618 3,394,431 2,722,470 3,036,133 48,760,981
--------- --------- --------- --------- --------- ----------
MALYN
Material 2,424,591 2,907,990 2,423,307 1,978,877 2,129,761 28,782,267
Scrap 49,783 59,716 49,763 40,654 43,029 539,245
Labor 193,601 232,399 193,676 158,676 171,219 3,405,876
Burden 222,517 267,214 222,696 182,737 197,418 2,375,784
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 2,890,491 3,467,319 2,889,442 2,360,944 2,541,428 35,103,171
--------- --------- --------- --------- --------- ----------
HARPER
Material 2,591,448 3,308,599 2,859,983 2,371,266 2,510,515 32,659,562
Scrap 78,668 103,964 91,744 76,112 80,780 1,026,437
Labor 501,366 746,368 690,866 576,663 614,480 9,027,287
Burden 910,812 1,251,001 1,109,345 927,615 981,282 9,745,217
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 4,082,294 5,409,933 4,751,939 3,951,655 4,187,057 52,458,503
--------- --------- --------- --------- --------- ----------
CONNEAUT
Material 417,811 503,846 409,260 345,453 388,448 5,965,376
Scrap 25,318 30,353 24,293 20,436 22,438 374,764
Labor 240,206 271,533 231,410 178,021 197,342 3,910,295
Burden 279,548 335,080 274,122 273,847 313,274 3,604,315
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 962,884 1,140,813 939,086 817,758 921,502 13,854,750
--------- --------- --------- --------- --------- ----------
HARTFORD CITY
Material 349,935 439,189 339,714 323,730 358,776 4,817,962
Scrap 5,009 10,707 4,662 4,459 9,501 103,673
Labor 89,749 108,749 88,971 88,435 97,194 1,506,789
Burden 178,898 212,988 177,453 181,576 212,592 2,108,012
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 623,591 771,633 610,800 598,199 678,063 8,536,436
--------- --------- --------- --------- --------- ----------
HOPKINSVILLE
Material 522,751 341,052 108,628 97,773 103,201 4,173,101
Scrap 83,631 58,746 23,429 21,087 22,258 862,854
Labor 396,827 325,383 231,489 199,824 168,073 4,084,586
Burden 457,569 326,119 233,903 155,534 177,139 3,738,043
Restructuring Adjustment - - - - - -
--------- --------- --------- --------- --------- ----------
Total Variable Costs 1,460,778 1,051,300 597,448 474,219 470,670 12,858,584
--------- --------- --------- --------- --------- ----------
176 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
--------- ---------- ---------- ---------- ---------- ---------- ----------
SEABROOK
Material 2,719,877 2,634,801 1,761,234 1,849,065 8,964,977 1,938,878 1,892,808
Scrap 383,797 362,302 250,701 261,277 1,258,076 278,920 273,740
Labor 1,717,740 1,677,675 1,338,509 1,369,162 6,103,087 1,345,144 1,330,352
Burden 1,981,137 1,909,145 1,430,948 1,474,885 6,796,115 1,643,809 1,622,047
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 6,802,552 6,583,923 4,781,391 4,954,389 23,122,255 5,206,751 5,118,948
--------- ---------- ---------- ---------- ---------- ---------- ----------
WALLACEBURG
Material 5,780,514 5,780,514 4,877,309 4,877,309 21,315,646 5,419,232 5,328,912
Scrap - - - - - - -
Labor 1,109,524 1,109,524 936,161 936,161 4,091,368 1,040,178 1,022,842
Burden 980,876 980,876 827,614 827,614 3,616,980 919,571 904,245
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 7,870,914 7,870,914 6,641,084 6,641,084 29,023,995 7,378,982 7,255,999
--------- ---------- ---------- ---------- ---------- ---------- ----------
GROESBECK
Material 5,127,719 5,202,680 4,435,116 4,659,820 19,425,335 5,052,097 4,239,097
Scrap 218,151 220,816 190,232 198,861 828,060 213,091 170,610
Labor 2,444,468 2,463,065 2,266,024 2,319,592 9,493,148 2,154,508 1,823,434
Burden 1,750,422 1,780,943 1,443,330 1,540,227 6,514,922 2,192,591 1,652,191
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 9,540,759 9,667,504 8,334,702 8,718,500 36,261,465 9,612,287 7,885,333
--------- ---------- ---------- ---------- ---------- ---------- ----------
MALYN
Material 6,687,128 6,180,656 6,221,278 6,381,405 25,470,466 6,445,743 6,397,614
Scrap 134,762 123,954 125,757 128,900 513,372 129,785 128,888
Labor 528,546 477,421 498,448 509,664 2,014,079 507,434 504,913
Burden 596,016 531,442 565,291 577,323 2,270,072 581,592 579,419
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 7,946,452 7,313,473 7,410,773 7,597,291 30,267,990 7,664,555 7,610,834
--------- ---------- ---------- ---------- ---------- ---------- ----------
HARPER
Material 8,029,466 8,184,454 6,543,393 6,338,234 29,095,547 7,473,339 6,289,568
Scrap 263,307 268,476 214,388 209,715 955,885 245,096 208,241
Labor 2,959,706 2,994,734 2,532,815 2,493,757 10,981,012 2,567,631 2,354,709
Burden 2,266,392 2,323,472 1,650,049 1,591,560 7,831,474 2,273,272 1,901,799
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 13,518,871 13,771,136 10,940,645 10,633,265 48,863,918 12,559,338 10,754,317
--------- ---------- ---------- ---------- ---------- ---------- ----------
CONNEAUT
Material 1,074,017 1,098,239 924,361 1,003,391 4,100,008 1,095,873 1,006,667
Scrap 66,694 68,182 57,079 60,635 252,589 62,576 58,806
Labor 677,497 683,155 639,077 660,445 2,660,174 502,024 481,935
Burden 709,511 717,488 651,837 684,492 2,763,328 669,169 641,802
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 2,527,719 2,567,064 2,272,354 2,408,963 9,776,099 2,329,642 2,189,210
--------- ---------- ---------- ---------- ---------- ---------- ----------
HARTFORD CITY
Material 1,182,240 1,202,584 859,422 916,064 4,160,310 928,070 949,414
Scrap 30,557 31,088 20,723 22,077 104,446 22,358 22,919
Labor 434,670 436,171 261,883 273,404 1,406,128 241,621 245,404
Burden 599,009 600,735 146,168 170,626 1,516,539 378,248 386,075
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 2,246,476 2,270,579 1,288,195 1,382,172 7,187,423 1,570,298 1,603,812
--------- ---------- ---------- ---------- ---------- ---------- ----------
HOPKINSVILLE
Material 358,455 342,170 293,283 309,569 1,303,477 358,455 342,170
Scrap 77,693 74,161 63,565 67,098 282,516 77,693 74,161
Labor 293,309 283,121 252,556 262,744 1,091,731 293,309 283,121
Burden 469,030 458,929 428,622 438,723 1,795,304 469,030 458,929
Restructuring Adjustment - - - - - - -
--------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 1,198,488 1,158,380 1,038,026 1,078,134 4,473,028 1,198,488 1,158,380
--------- ---------- ---------- ---------- ---------- ---------- ----------
SEP-06 DEC-06 2006 2007 2008
--------- ---------- ---------- ---------- ----------
SEABROOK
Material 658,420 679,664 5,169,770 680,957 (50,953)
Scrap 167,339 170,820 890,819 292,478 152,115
Labor 1,128,624 1,142,187 4,946,307 3,036,146 2,465,349
Burden 1,205,485 1,222,888 5,694,229 3,256,225 2,760,338
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 3,159,868 3,215,559 16,701,125 7,265,807 5,326,849
--------- ---------- ---------- ---------- ----------
WALLACEBURG
Material 4,687,435 7,928,780 23,364,359 43,295,092 46,576,241
Scrap - - - - -
Labor 1,102,049 2,730,247 5,895,317 16,634,557 18,657,709
Burden 1,185,994 3,678,152 6,687,963 23,416,631 26,663,243
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 6,975,479 14,337,179 35,947,638 83,346,281 91,897,193
--------- ---------- ---------- ---------- ----------
GROESBECK
Material 3,611,428 3,693,503 16,596,126 15,984,842 15,856,676
Scrap 144,967 148,279 676,947 638,274 636,402
Labor 1,657,656 1,680,856 7,316,455 6,968,135 6,903,303
Burden 1,376,549 1,414,691 6,636,022 6,435,684 6,897,378
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 6,790,600 6,937,330 31,225,550 30,026,935 30,293,759
--------- ---------- ---------- ---------- ----------
MALYN
Material 5,485,952 5,677,824 24,007,133 22,328,849 14,522,579
Scrap 110,473 114,522 483,668 449,056 285,871
Labor 431,700 450,258 1,894,304 1,747,202 1,021,096
Burden 495,042 518,134 2,174,187 2,053,688 1,198,599
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 6,523,167 6,760,737 28,559,292 26,578,794 17,028,145
--------- ---------- ---------- ---------- ----------
HARPER
Material 5,509,558 5,317,841 24,590,306 21,893,734 14,260,623
Scrap 182,223 176,421 811,980 715,380 480,099
Labor 2,154,280 2,126,238 9,202,858 7,263,048 5,665,929
Burden 1,557,420 1,467,291 7,199,782 7,609,592 5,599,674
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 19,403,481 9,087,791 41,804,926 37,481,755 26,006,325
--------- ---------- ---------- ---------- ----------
CONNEAUT
Material 295,927 320,952 2,719,418 1,114,217 733,265
Scrap 28,986 29,935 180,303 92,440 27,722
Labor 318,699 327,764 1,630,422 818,990 708,051
Burden 416,137 431,842 2,158,950 1,451,755 1,279,384
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 1,059,748 1,110,492 6,689,093 3,477,402 2,748,422
--------- ---------- ---------- ---------- ----------
HARTFORD CITY
Material 834,401 889,471 3,601,356 3,498,291 3,184,997
Scrap 20,186 21,485 86,948 83,627 74,809
Labor 222,365 233,766 943,156 932,068 875,894
Burden 337,487 361,782 1,463,592 1,451,169 1,415,407
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 1,414,439 1,506,504 6,095,052 5,965,156 5,551,106
--------- ---------- ---------- ---------- ----------
HOPKINSVILLE
Material 293,283 309,569 1,303,477 1,303,453 1,303,453
Scrap 63,565 67,098 282,516 282,514 282,514
Labor 252,556 262,744 1,091,731 1,091,723 1,091,723
Burden 428,622 438,723 1,795,304 1,795,289 1,795,289
Restructuring Adjustment - - - - -
--------- ---------- ---------- ---------- ----------
Total Variable Costs 1,038,026 1,078,134 4,473,028 4,472,978 4,472,978
--------- ---------- ---------- ---------- ----------
177 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
---------- ---------- ---------- ---------- ---------- ---------- ----------
LANCASTER
Material 842,862 857,680 1,655,316 832,719 872,823 970,135 572,657
Scrap 38,849 46,833 239,167 92,614 92,614 288,612 92,458
Labor 527,273 732,788 893,284 760,710 765,799 960,442 521,332
Burden 291,687 428,054 655,216 541,491 491,079 543,327 325,768
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 1,700,671 2,065,356 3,442,983 2,227,534 2,222,315 2,762,517 1,512,215
---------- ---------- ---------- ---------- ---------- ---------- ----------
SMC
Material 1,031,524 1,035,933 1,364,553 969,522 1,017,781 1,168,680 424,399
Scrap 21,597 26,271 39,329 32,721 32,458 45,513 69,381
Labor 62,532 68,457 79,575 67,277 58,185 69,229 50,325
Burden 57,879 61,427 83,586 38,070 59,530 59,544 32,281
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 1,173,532 1,192,088 1,567,043 1,107,591 1,167,954 1,342,966 576,386
---------- ---------- ---------- ---------- ---------- ---------- ----------
MASONIC-WK
Material 130,708 213,490 135,262 427,985 427,518 334,528 344,367
Scrap - - - - - - -
Labor 87,538 122,868 150,114 278,405 159,330 177,595 142,065
Burden (0) (0) 0 315,190 33,105 90,948 53,924
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 218,245 336,358 285,376 1,021,580 619,954 603,070 540,355
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL
Material 16,610,074 21,487,821 27,570,948 18,785,894 19,591,689 23,642,764 9,830,927
Scrap 992,532 1,327,352 1,816,689 1,340,926 1,302,630 1,857,217 606,036
Labor 19,106,961 21,426,817 25,786,203 20,015,077 19,924,417 22,620,486 15,823,540
Burden 3,806,877 5,867,233 7,508,403 4,677,556 4,439,264 5,465,588 3,800,575
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 40,516,444 50,109,223 62,682,243 44,819,454 45,258,000 53,586,055 30,061,078
---------- ---------- ---------- ---------- ---------- ---------- ----------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
---------- ---------- ---------- ---------- ---------- -----------
LANCASTER
Material 715,791 1,018,788 646,026 745,961 982,397 10,713,156
Scrap 98,427 238,623 197,706 169,200 118,602 1,713,705
Labor 565,136 756,139 609,955 636,333 810,730 8,539,920
Burden 343,605 334,907 404,531 441,507 310,871 5,112,044
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 1,722,958 2,348,457 1,858,219 1,993,001 2,222,599 26,078,825
---------- ---------- ---------- ---------- ---------- -----------
SMC
Material 810,392 1,056,741 833,106 790,506 847,108 11,350,244
Scrap 45,361 60,745 44,809 31,469 47,352 497,006
Labor 59,412 65,609 54,237 54,115 45,062 734,014
Burden 53,839 57,330 53,323 60,360 52,683 669,851
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 969,003 1,240,424 985,474 936,450 992,204 13,251,116
---------- ---------- ---------- ---------- ---------- -----------
MASONIC-WK
Material 347,373 427,564 143,722 158,127 (24,836) 3,065,809
Scrap - - 573 - 29,263 29,837
Labor 112,341 162,861 222,235 127,077 312,646 2,055,073
Burden 109,440 68,229 28,653 117,060 61,041 877,590
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 569,154 658,654 395,184 402,263 378,113 6,028,309
---------- ---------- ---------- ---------- ---------- -----------
TOTAL
Material 14,657,618 20,468,389 16,676,017 17,326,973 18,067,907 224,717,022
Scrap 1,144,910 1,550,018 1,180,892 1,112,276 998,704 15,230,183
Labor 17,558,264 21,789,324 18,123,991 16,758,096 18,368,928 237,302,102
Burden 3,534,609 4,397,960 3,606,074 3,521,188 4,634,304 55,259,632
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 36,895,401 48,205,692 39,586,974 38,718,533 42,069,843 532,508,939
---------- ---------- ---------- ---------- ---------- -----------
178 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
---------- ---------- ---------- ---------- ---------- ---------- ----------
LANCASTER
Material 762,294 586,900 856,876 371,791 273,857 244,333 76,107
Scrap 32,749 75,806 49,456 8,617 7,077 6,737 944
Labor 573,628 514,575 605,949 206,497 164,551 188,714 31,318
Burden 268,571 122,074 139,891 497,861 310,628 319,519 206,024
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 1,637,242 1,299,355 1,652,172 1,084,766 756,113 759,304 314,394
---------- ---------- ---------- ---------- ---------- ---------- ----------
SMC
Material 824,449 767,929 1,008,939 680,830 794,558 942,201 283,729
Scrap 50,563 53,169 42,600 23,336 27,207 32,479 9,899
Labor 48,234 47,781 58,279 32,389 37,303 44,501 39,387
Burden 48,258 65,410 68,734 58,821 61,268 66,577 43,025
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 971,504 934,288 1,178,552 795,376 920,336 1,085,758 376,040
---------- ---------- ---------- ---------- ---------- ---------- ----------
MASONIC-WK
Material 260,561 32,587 147,501 112,235 242,814 260,291 147,787
Scrap 9,610 41,995 34,655 6,487 7,135 8,206 4,216
Labor 304,142 350,122 440,960 144,000 190,080 388,800 420,480
Burden 16,832 173,950 220,254 455,107 522,030 711,191 749,138
Restructuring Adjustment - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 591,145 598,654 843,370 717,828 962,059 1,368,488 1,321,621
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL
Material 14,133,812 15,500,391 21,483,595 14,318,629 15,595,497 17,595,594 7,718,483
Scrap 1,603,031 357,454 2,157,704 807,372 883,825 974,023 381,956
Labor 16,844,188 19,235,134 22,154,224 14,117,957 14,470,142 15,059,837 13,133,432
Burden 2,620,189 6,438,165 5,566,909 6,712,563 6,985,697 7,804,073 4,623,583
Restructuring Adjustment (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) (220,000)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Variable Costs 35,067,120 41,370,143 50,998,132 35,736,520 37,715,161 41,158,526 25,637,454
---------- ---------- ---------- ---------- ---------- ---------- ----------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
---------- ---------- ---------- ---------- ---------- -----------
LANCASTER
Material 70,987 88,327 73,848 70,987 82,123 3,558,433
Scrap 398 382 (625) (658) 940 181,823
Labor 11,563 10,381 5,198 964 13,104 2,326,442
Burden 163,642 173,432 165,393 167,292 199,837 2,734,165
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 246,590 272,523 243,814 238,586 296,004 8,800,862
---------- ---------- ---------- ---------- ---------- -----------
SMC
Material 547,006 795,466 569,899 495,286 654,291 8,364,583
Scrap 19,031 27,851 19,834 17,295 23,069 346,333
Labor 30,867 39,383 31,687 29,570 43,357 482,738
Burden 46,687 59,967 47,479 49,999 56,862 673,087
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 643,590 922,668 668,900 592,150 777,579 9,866,741
---------- ---------- ---------- ---------- ---------- -----------
MASONIC-WK
Material 2,997,151 6,306,835 7,233,186 6,003,355 6,542,929 30,287,233
Scrap 177,464 344,540 394,835 327,698 357,148 1,713,988
Labor 619,200 1,026,000 912,960 912,960 1,141,200 6,850,904
Burden 881,093 1,159,236 1,168,658 1,084,975 1,245,070 8,387,533
Restructuring Adjustment - - - - - -
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 4,674,908 8,836,611 9,709,640 8,328,988 9,286,346 47,239,658
---------- ---------- ---------- ---------- ---------- -----------
TOTAL
Material 18,354,281 25,840,249 23,678,537 19,822,020 21,683,591 215,724,678
Scrap 932,942 1,323,478 1,222,697 1,038,229 1,145,008 12,827,719
Labor 14,515,937 16,125,994 15,302,748 14,606,685 15,196,740 190,763,018
Burden 6,580,132 8,412,881 7,581,372 6,410,733 7,364,773 77,101,068
Restructuring Adjustment (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400)
---------- ---------- ---------- ---------- ---------- -----------
Total Variable Costs 40,163,293 51,427,602 47,565,353 41,657,667 45,115,112 493,612,084
---------- ---------- ---------- ---------- ---------- -----------
179 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
----------- ----------- ----------- ----------- ----------- ----------- -----------
LANCASTER
Material 235,872 233,163 226,358 227,243 922,635 229,726 225,611
Scrap 2,687 2,671 2,594 2,608 10,560 2,610 2,577
Labor 115,607 114,065 111,937 112,063 453,672 113,585 111,687
Burden 607,417 604,523 599,992 600,364 2,412,296 624,678 620,980
Restructuring Adjustment - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 961,583 954,422 940,880 942,278 3,799,163 970,599 960,854
----------- ----------- ----------- ----------- ----------- ----------- -----------
SMC
Material 2,554,885 2,445,773 1,627,900 1,747,336 8,375,893 2,554,885 2,445,773
Scrap 91,769 87,911 59,120 63,655 302,455 91,769 87,911
Labor 132,487 129,414 101,735 105,346 468,982 132,487 129,414
Burden 239,570 230,174 145,536 156,577 771,858 239,570 230,174
Restructuring Adjustment - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 3,018,711 2,893,273 1,934,290 2,072,915 9,919,189 3,018,711 2,893,273
----------- ----------- ----------- ----------- ----------- ----------- -----------
MASONIC-WK
Material 19,945,305 20,211,756 15,860,930 17,261,596 73,279,587 20,521,931 20,220,341
Scrap 1,088,711 1,102,921 882,253 970,756 4,044,641 1,157,007 1,140,027
Labor 3,336,321 3,379,825 2,872,219 3,241,187 12,829,553 3,915,606 3,860,677
Burden 3,797,262 3,841,605 2,801,702 2,887,346 13,327,915 3,517,957 3,469,720
Restructuring Adjustment - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 28,167,598 28,536,107 22,417,104 24,360,886 103,481,696 29,112,501 28,690,766
----------- ----------- ----------- ----------- ----------- ----------- -----------
TOTAL
Material 69,355,934 68,297,147 55,562,281 57,540,707 250,756,069 65,097,008 61,831,677
Scrap 3,636,698 3,526,306 2,834,499 2,947,483 12,944,986 3,357,624 3,190,561
Labor 48,925,318 48,396,606 45,724,607 46,212,268 189,258,799 48,052,665 47,162,115
Burden 21,664,884 20,834,884 15,560,766 15,804,450 73,864,984 19,931,321 18,414,508
Restructuring Adjustment - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Variable Costs 143,582,834 141,054,943 119,682,152 122,504,909 526,824,838 136,438,618 130,598,861
=========== =========== =========== =========== =========== =========== ===========
SEP-06 DEC-06 2006 2007 2008
----------- ----------- ----------- ----------- -----------
LANCASTER
Material 223,441 225,385 904,163 784,511 784,511
Scrap 2,558 2,585 10,331 8,847 8,847
Labor 110,731 111,125 447,127 412,936 411,841
Burden 619,100 620,078 2,484,836 2,357,876 2,354,082
Restructuring Adjustment - - - - -
----------- ----------- ----------- ----------- -----------
Total Variable Costs 955,830 959,174 3,846,457 3,564,169 3,559,281
----------- ----------- ----------- ----------- -----------
SMC
Material 1,627,900 1,747,336 8,375,893 8,375,891 8,375,891
Scrap 59,120 63,655 302,455 302,455 302,455
Labor 101,735 105,346 468,982 468,982 468,982
Burden 145,536 156,577 771,858 771,858 771,858
Restructuring Adjustment - - - - -
----------- ----------- ----------- ----------- -----------
Total Variable Costs 1,934,290 2,072,915 9,919,189 9,919,186 9,919,186
----------- ----------- ----------- ----------- -----------
MASONIC-WK
Material 16,744,188 17,331,073 74,817,534 70,735,418 66,228,343
Scrap 943,374 976,280 4,216,688 3,983,238 3,727,120
Labor 3,220,977 3,324,732 14,321,992 13,485,233 12,622,760
Burden 2,917,208 3,016,422 12,921,308 12,338,082 11,515,697
Restructuring Adjustment - - - - -
----------- ----------- ----------- ----------- -----------
Total Variable Costs 23,825,747 24,648,507 106,277,521 100,541,971 94,093,921
----------- ----------- ----------- ----------- -----------
TOTAL
Material 50,730,295 54,962,371 232,621,352 231,149,729 205,958,900
Scrap 2,624,860 2,666,619 11,839,665 10,473,880 9,382,363
Labor 45,114,177 46,914,969 187,243,926 194,382,846 195,672,939
Burden 15,420,014 18,158,042 71,923,885 83,614,900 81,791,914
Restructuring Adjustment - - - - -
----------- ----------- ----------- ----------- -----------
Total Variable Costs 113,889,347 122,702,001 503,628,827 519,621,355 492,806,115
=========== =========== =========== =========== ===========
180 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03
-------- -------- -------- -------- -------- -------- -------- --------
III. PLANT FIXED COSTS
Plant fixed costs reference detail below. Rennts &
Leases and Depreciation follow the detail from the
schedules below. Other costs are based on actuals
carried into future periods with a 3% inflation rate.
Fees from Deluxe fall off in April of 2004 because
Deluxe is rolled in upon exit.
CORPORATE
Third Party Rents & Leases 145,448 150,448 165,902 133,955 92,601 138,367 134,188 111,415
Related Party Rents & Leases (289,224) (289,224) (289,224) (274,960) (303,489) (289,224) (289,224) (289,224)
Launch Risk
Depreciation 402,410 410,493 600,760 428,157 363,215 322,989 322,991 319,766
Mi SBT
Taxes 9,990 9,990 9,990 9,990 9,990 9,990 9,990 9,990
Fees From Deluxe (195,000) (195,000) (195,000) (195,000) (195,000) (195,000) (195,000) (195,000)
Restructuring Adj.- Fixed - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 73,624 86,707 292,428 102,142 (32,683) (12,877) (17,055) (43,053)
-------- -------- -------- -------- -------- -------- -------- --------
GRAND BLANC
Third Party Rents & Leases - - - - - 3,750 - -
Related Party Rents & Leases 75,000 75,000 75,000 75,000 75,000 75,000 75,000 75,000
Launch Risk
Depreciation 735,008 705,821 789,164 782,861 749,860 727,722 701,551 669,790
Mi SBT
Taxes 67,800 67,800 102,188 67,479 67,800 67,800 67,800 67,800
Fees From Deluxe
Restructuring Adj.- Fixed - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 877,808 848,621 966,352 925,340 892,660 874,272 844,351 812,590
-------- -------- -------- -------- -------- -------- -------- --------
GRAND RAPIDS
Third Party Rents & Leases 200,794 200,794 200,794 200,794 200,794 200,794 200,794 200,794
Related Party Rents & Leases
Launch Risk
Depreciation 300,060 302,442 303,661 294,960 289,263 293,885 285,819 284,483
Mi SBT
Taxes 65,000 65,000 65,000 65,000 65,000 65,000 65,000 65,000
Fees From Deluxe
Restructuring Adj.- Fixed - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 565,854 568,236 569,455 560,754 555,057 559,679 551,613 550,277
-------- -------- -------- -------- -------- -------- -------- --------
SEABROOK
Third Party Rents & Leases
Related Party Rents & Leases
Launch Risk
Depreciation 228,686 227,174 238,086 237,848 237,461 237,127 231,768 231,300
Mi SBT
Taxes 7,900 7,900 7,946 7,900 7,900 7,900 7,900 7,900
Fees From Deluxe
Restructuring Adj.- Fixed - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 236,586 235,074 246,032 245,748 245,361 245,027 239,668 239,200
-------- -------- -------- -------- -------- -------- -------- --------
SEP-03 OCT-03 NOV-03 DEC-03 2003
-------- -------- -------- ---------- ----------
III. PLANT FIXED COSTS
Plant fixed costs reference detail below. Rennts &
Leases and Depreciation follow the detail from the
schedules below. Other costs are based on actuals
carried into future periods with a 3% inflation rate.
Fees from Deluxe fall off in April of 2004 because
Deluxe is rolled in upon exit.
CORPORATE
Third Party Rents & Leases 119,828 204,225 61,121 138,846 1,596,344
Related Party Rents & Leases (289,224) (371,184) (289,224) (289,224) (3,552,649)
Launch Risk -
Depreciation 349,067 141,748 546,439 340,419 4,548,454
Mi SBT -
Taxes 9,990 9,990 65,058 9,990 174,948
Fees From Deluxe (195,000) (195,000) (195,000) (195,000) (2,340,000)
Restructuring Adj.- Fixed - - - - -
-------- -------- -------- ---------- ----------
Total Fixed Cost (5,339) (210,221) 188,393 5,030 427,096
-------- -------- -------- ---------- ----------
GRAND BLANC
Third Party Rents & Leases - - - - 3,750
Related Party Rents & Leases 75,000 75,000 75,000 75,000 900,000
Launch Risk -
Depreciation 673,971 670,677 684,735 627,261 8,518,420
Mi SBT -
Taxes 67,800 65,256 67,800 67,800 845,122
Fees From Deluxe -
Restructuring Adj.- Fixed - - - - -
-------- -------- -------- ---------- ----------
Total Fixed Cost 816,771 810,933 827,535 770,061 10,267,292
-------- -------- -------- ---------- ----------
GRAND RAPIDS
Third Party Rents & Leases 200,794 171,953 171,953 171,953 2,323,006
Related Party Rents & Leases -
Launch Risk -
Depreciation 277,876 275,443 275,186 (1,826,788) 1,356,289
Mi SBT -
Taxes 65,000 65,000 65,000 65,000 780,000
Fees From Deluxe -
Restructuring Adj.- Fixed - - - - -
-------- -------- -------- ---------- ----------
Total Fixed Cost 543,670 512,396 512,139 (1,589,834) 4,459,295
-------- -------- -------- ---------- ----------
SEABROOK
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 231,304 231,300 231,304 231,300 2,794,657
Mi SBT -
Taxes 7,900 9,335 72,916 7,900 161,297
Fees From Deluxe -
Restructuring Adj.- Fixed - - - - -
-------- -------- -------- ---------- ----------
Total Fixed Cost 239,204 240,635 304,220 239,200 2,955,954
-------- -------- -------- ---------- ----------
181 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
-------- -------- -------- -------- -------- -------- --------
III. PLANT FIXED COSTS
CORPORATE
Third Party Rents & Leases 144,977 132,977 233,373 123,337 123,337 123,337 123,337
Related Party Rents & Leases (289,224) (289,224) (289,224) (289,224) (289,224) (289,224) (289,224)
Launch Risk
Depreciation 341,420 324,136 348,217 341,851 341,851 341,851 341,851
Mi SBT
Taxes 9,990 38,135 (4,510) 15,016 15,016 15,016 15,016
Fees From Deluxe
Restructuring Adj.-Fixed 26,220 57,030 233,107 105,000 105,000 131,000 167,678
-------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 233,384 263,054 520,963 295,981 295,981 321,981 358,658
-------- -------- -------- -------- -------- -------- --------
GRAND BLANC
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases 75,000 75,000 75,000 75,000 75,000 75,000 75,000
Launch Risk
Depreciation 647,343 644,834 643,279 645,152 645,152 645,152 645,152
Mi SBT
Taxes 67,800 67,800 67,800 72,540 72,540 72,540 72,540
Fees From Deluxe
Restructuring Adj.-Fixed - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 790,143 787,634 786,079 792,691 792,691 792,691 792,691
-------- -------- -------- -------- -------- -------- --------
GRAND RAPIDS
Third Party Rents & Leases 171,953 171,953 171,953 200,794 200,794 200,794 200,794
Related Party Rents & Leases
Launch Risk
Depreciation 101,482 101,880 103,932 102,431 102,431 102,431 102,431
Mi SBT
Taxes 65,000 65,000 65,000 66,950 66,950 66,950 66,950
Fees From Deluxe
Restructuring Adj.-Fixed - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 338,435 338,833 340,885 370,175 370,175 370,175 370,175
-------- -------- -------- -------- -------- -------- --------
SEABROOK
Third Party Rents & Leases
Related Party Rents & Leases
Launch Risk
Depreciation 231,304 231,300 231,304 231,303 231,303 231,303 231,303
Mi SBT
Taxes 7,900 7,900 7,900 13,845 13,845 13,845 13,845
Fees From Deluxe
Restructuring Adj. -Fixed - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Total Fixed Cost 239,204 239,200 239,204 245,147 245,147 245,147 245,147
-------- -------- -------- -------- -------- -------- --------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
-------- -------- -------- -------- -------- ----------
III. PLANT FIXED COSTS
CORPORATE
Third Party Rents & Leases 123,337 123,337 123,337 123,337 123,337 1,621,361
Related Party Rents & Leases (289,224) (289,224) (289,224) (289,224) (289,224) (3,470,688)
Launch Risk -
Depreciation 341,851 341,851 344,768 344,768 344,768 4,099,186
Mi SBT -
Taxes 15,016 15,016 15,016 15,016 15,016 178,762
Fees From Deluxe -
Restructuring Adj.-Fixed 167,678 197,831 167,678 167,678 197,831 1,723,730
-------- -------- -------- -------- -------- ----------
Total Fixed Cost 358,659 388,812 361,575 361,575 391,729 4,152,350
-------- -------- -------- -------- -------- ----------
GRAND BLANC
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases 75,000 75,000 75,000 75,000 75,000 900,000
Launch Risk -
Depreciation 645,152 645,152 645,152 645,152 645,152 7,741,821
Mi SBT -
Taxes 72,540 72,540 72,540 72,540 72,540 856,257
Fees From Deluxe -
Restructuring Adj.-Fixed - - - - - -
-------- -------- -------- -------- -------- ----------
Total Fixed Cost 792,691 792,691 792,691 792,691 792,691 9,498,078
-------- -------- -------- -------- -------- ----------
GRAND RAPIDS
Third Party Rents & Leases 200,794 200,794 200,794 200,794 200,794 2,323,006
Related Party Rents & Leases -
Launch Risk -
Depreciation 102,431 102,431 102,431 102,431 102,431 1,229,173
Mi SBT -
Taxes 66,950 66,950 66,950 66,950 66,950 797,550
Fees From Deluxe -
Restructuring Adj.-Fixed - - - - - -
-------- -------- -------- -------- -------- ----------
Total Fixed Cost 370,175 370,175 370,175 370,175 370,175 4,349,729
-------- -------- -------- -------- -------- ----------
SEABROOK
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 231,303 231,303 231,303 231,303 231,303 2,775,634
Mi SBT -
Taxes 13,845 13,845 13,845 13,845 13,845 148,302
Fees From Deluxe -
Restructuring Adj. -Fixed - - - - - -
-------- -------- -------- -------- -------- ----------
Total Fixed Cost 245,147 245,147 245,147 245,147 245,147 2,923,936
-------- -------- -------- -------- -------- ----------
182 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
--------- --------- --------- --------- ---------- --------- ---------
III. PLANT FIXED COSTS
CORPORATE
Third Party Rents & Leases 370,012 370,012 370,012 370,012 1,480,046 370,012 370,012
Related Party Rents & Leases (867,672) (867,672) (867,672) (867,672) (3,470,688) (867,672) (867,672)
Launch Risk -
Depreciation 1,001,342 1,001,342 1,001,342 1,001,342 4,005,368 981,477 981,477
Mi SBT -
Taxes 46,400 46,400 46,400 46,400 185,602 47,793 47,793
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
--------- --------- --------- --------- ---------- --------- ---------
Total Fixed Cost 550,082 550,082 550,082 550,082 2,200,328 531,609 531,609
--------- --------- --------- --------- ---------- --------- ---------
GRAND BLANC
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases 225,000 225,000 225,000 225,000 900,000 225,000 225,000
Launch Risk -
Depreciation 1,935,455 1,935,455 1,935,455 1,935,455 7,741,821 1,935,455 1,935,455
Mi SBT -
Taxes 224,147 224,147 224,147 224,147 896,590 230,872 230,872
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
--------- --------- --------- --------- ---------- --------- ---------
Total Fixed Cost 2,384,603 2,384,603 2,384,603 2,384,603 9,538,411 2,391,327 2,391,327
--------- --------- --------- --------- ---------- --------- ---------
GRAND RAPIDS
Third Party Rents & Leases 602,382 602,382 602,382 602,382 2,409,528 602,382 602,382
Related Party Rents & Leases -
Launch Risk -
Depreciation 307,293 307,293 307,293 307,293 1,229,173 307,293 307,293
Mi SBT -
Taxes 206,876 206,876 206,876 206,876 827,502 213,082 213,082
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
--------- --------- --------- --------- ---------- --------- ---------
Total Fixed Cost 1,116,551 1,116,551 1,116,551 1,116,551 4,466,203 1,122,757 1,122,757
--------- --------- --------- --------- ---------- --------- ---------
SEABROOK
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 693,908 693,908 693,908 693,908 2,775,634 693,908 693,908
Mi SBT -
Taxes 42,780 42,780 42,780 42,780 171,120 44,063 44,063
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
--------- --------- --------- --------- ---------- --------- ---------
Total Fixed Cost 736,688 736,688 736,688 736,688 2,946,754 737,972 737,972
--------- --------- --------- --------- ---------- --------- ---------
SEP-06 DEC-06 2006 2007 2008
--------- --------- ---------- ---------- ---------
III. PLANT FIXED COSTS
CORPORATE
Third Party Rents & Leases 370,012 370,012 1,480,046 1,480,046 1,480,046
Related Party Rents & Leases (867,672) (867,672) (3,470,688) (3,470,688) (3,470,688)
Launch Risk -
Depreciation 981,477 981,477 3,925,907 3,218,514 2,526,326
Mi SBT -
Taxes 47,793 47,793 191,170 196,905 202,812
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- ---------- ---------- ---------
Total Fixed Cost 531,609 531,609 2,126,435 1,424,777 738,497
--------- --------- ---------- ---------- ---------
GRAND BLANC
Third Party Rents & Leases - - - - -
Related Party Rents & Leases 225,000 225,000 900,000 900,000 900,000
Launch Risk -
Depreciation 1,935,455 1,935,455 7,741,821 7,741,821 7,741,821
Mi SBT -
Taxes 230,872 230,872 923,488 951,192 951,192
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- ---------- ---------- ---------
Total Fixed Cost 2,391,327 2,391,327 9,565,309 9,593,014 9,593,014
--------- --------- ---------- ---------- ---------
GRAND RAPIDS
Third Party Rents & Leases 602,382 602,382 2,409,528 2,409,528 2,409,528
Related Party Rents & Leases -
Launch Risk -
Depreciation 307,293 307,293 1,229,173 1,229,173 1,229,173
Mi SBT -
Taxes 213,082 213,082 852,327 877,897 877,897
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- ---------- ---------- ---------
Total Fixed Cost 1,122,757 1,122,757 4,491,028 4,516,598 4,516,598
--------- --------- ---------- ---------- ---------
SEABROOK
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 693,908 693,908 2,775,634 2,775,634 2,775,634
Mi SBT -
Taxes 44,063 44,063 176,254 181,541 181,541
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- ---------- ---------- ---------
Total Fixed Cost 737,972 737,972 2,951,887 2,957,175 2,957,175
--------- --------- ---------- ---------- ---------
183 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------- ------- ------- ------- ------- ------- -------
WALLACEBURG / NEW BUSINESS
Third Party Rents & Leases
Related Party Rents & Leases 14,264 14,264 14,264 - 28,529 14,264 14,264
Launch Risk
Depreciation 8,096 7,467 7,661 7,762 6,315 1,332 1,040
Mi SBT
Taxes (52,212) 25,509 (41,087) 70,847 (71,050) (14,831) 11,755
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost (29,852) 47,240 (19,162) 78,609 (36,206) 765 27,059
------- ------- ------- ------- ------- ------- -------
GROESBECK
Third Party Rents & Leases 77,493 93,336 77,492 77,493 93,336 77,493 77,493
Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 118,000 118,000
Launch Risk
Depreciation 156,286 160,961 166,719 156,492 150,575 130,038 160,120
Mi SBT
Taxes 21,425 21,425 21,425 21,425 21,425 21,425 21,425
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 373,204 393,722 383,636 373,410 383,336 346,956 377,038
------- ------- ------- ------- ------- ------- -------
MALYN
Third Party Rents & Leases
Related Party Rents & Leases 46,500 46,500 46,500 46,500 46,500 46,500 46,500
Launch Risk
Depreciation 22,580 27,207 27,975 27,725 27,725 27,978 21,776
Mi SBT
Taxes 7,500 7,500 16,398 (1,398) 7,500 7,500 7,500
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 76,580 81,207 90,873 72,827 81,725 81,978 75,776
------- ------- ------- ------- ------- ------- -------
HARPER
Third Party Rents & Leases 167,583 167,583 167,583 167,583 167,583 167,583 167,583
Related Party Rents & Leases
Launch Risk
Depreciation 143,309 143,481 151,244 151,700 152,505 151,591 149,801
Mi SBT
Taxes 17,000 17,000 17,000 17,000 17,000 17,000 17,000
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 327,892 328,064 335,827 336,283 337,088 336,174 334,384
------- ------- ------- ------- ------- ------- -------
CONNEAUT
Third Party Rents & Leases 2,924 2,574 2,924 3,866 2,924 4,809 3,866
Related Party Rents & Leases
Launch Risk
Depreciation 162,604 161,758 161,700 160,032 159,962 157,750 157,752
Mi SBT
Taxes 12,775 12,775 12,775 12,775 12,775 12,775 12,775
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 178,303 177,107 177,399 176,673 175,661 175,334 174,393
------- ------- ------- ------- ------- ------- -------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------- ------- ------- ------- ------- ---------
WALLACEBURG / NEW BUSINESS
Third Party Rents & Leases -
Related Party Rents & Leases 14,264 14,264 14,264 14,264 14,264 171,169
Launch Risk -
Depreciation 1,033 1,183 1,221 1,236 1,238 45,584
Mi SBT -
Taxes 2,298 (14,713) (16,764) 35,081 62,267 (2,900)
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 17,596 734 (1,278) 50,580 77,769 213,853
------- ------- ------- ------- ------- ---------
GROESBECK
Third Party Rents & Leases 77,493 77,493 77,493 137,188 77,493 1,021,296
Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 1,416,000
Launch Risk -
Depreciation 160,120 165,324 159,567 159,566 154,531 1,880,296
Mi SBT -
Taxes 21,425 21,425 21,425 125,379 (82,529) 257,100
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 377,038 382,242 376,485 540,133 267,494 4,574,692
------- ------- ------- ------- ------- ---------
MALYN
Third Party Rents & Leases -
Related Party Rents & Leases 46,500 46,500 93,000 46,500 46,500 604,500
Launch Risk -
Depreciation 21,776 22,026 24,406 24,406 24,656 300,237
Mi SBT -
Taxes 7,500 7,500 7,500 7,500 7,500 90,000
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 75,776 76,026 124,906 78,406 78,656 994,737
------- ------- ------- ------- ------- ---------
HARPER
Third Party Rents & Leases 167,583 26,667 100,000 100,000 100,000 1,667,331
Related Party Rents & Leases -
Launch Risk -
Depreciation 148,158 140,289 114,518 114,344 98,893 1,659,835
Mi SBT -
Taxes 17,000 17,000 17,000 17,000 17,000 204,000
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 332,741 183,956 231,518 231,344 215,893 3,531,165
------- ------- ------- ------- ------- ---------
CONNEAUT
Third Party Rents & Leases 2,924 4,809 3,866 3,866 3,866 43,219
Related Party Rents & Leases -
Launch Risk -
Depreciation 154,608 154,610 154,691 154,693 154,691 1,894,851
Mi SBT -
Taxes 12,775 12,775 12,775 12,775 12,775 153,300
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 170,307 172,194 171,332 171,335 171,332 2,091,370
------- ------- ------- ------- ------- ---------
184 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------- ------- ------- ------- ------- ------- -------
WALLACEBURG / NEW BUSINESS
Third Party Rents & Leases
Related Party Rents & Leases 14,264 14,264 14,264 14,264 14,264 14,264 14,264
Launch Risk 83,333
Depreciation 1,253 1,222 1,620 1,365 1,365 1,365 1,365
Mi SBT
Taxes 5,319 4,238 21,811 (249) (249) (249) (249)
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 20,836 19,724 37,695 15,380 15,380 15,380 98,713
------- ------- ------- ------- ------- ------- -------
GROESBECK
Third Party Rents & Leases 77,493 77,493 77,493 77,493 77,493 77,493 77,493
Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 118,000 118,000
Launch Risk
Depreciation 134,644 132,896 146,786 138,109 138,109 138,109 138,109
Mi SBT
Taxes 21,425 21,425 21,425 22,068 22,068 22,068 22,068
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 351,562 349,814 363,704 355,669 355,669 355,669 355,669
------- ------- ------- ------- ------- ------- -------
MALYN
Third Party Rents & Leases
Related Party Rents & Leases 46,500 46,500 46,500 46,500 46,500 46,500 46,500
Launch Risk
Depreciation 23,294 23,368 23,368 23,343 23,343 23,343 23,343
Mi SBT
Taxes 7,500 7,500 7,500 7,725 7,725 7,725 7,725
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 77,294 77,368 77,368 77,568 77,568 77,568 77,568
------- ------- ------- ------- ------- ------- -------
HARPER
Third Party Rents & Leases 100,000 100,000 100,000 100,000 100,000 100,000 100,000
Related Party Rents & Leases
Launch Risk
Depreciation 86,984 99,589 95,919 94,164 94,164 94,164 94,164
Mi SBT
Taxes 17,000 17,000 17,000 17,510 17,510 17,510 17,510
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 203,984 216,589 212,919 211,674 211,674 211,674 211,674
------- ------- ------- ------- ------- ------- -------
CONNEAUT
Third Party Rents & Leases 2,924 4,809 - 4,809 4,809 4,809 4,809
Related Party Rents & Leases
Launch Risk
Depreciation 152,960 152,958 152,803 152,907 152,907 152,907 152,907
Mi SBT
Taxes 70,697 (45,147) 12,775 13,158 13,158 13,158 13,158
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 226,581 112,620 165,578 170,874 170,874 170,874 170,874
------- ------- ------- ------- ------- ------- -------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------- ------- ------- ------- ------- ---------
WALLACEBURG / NEW BUSINESS
Third Party Rents & Leases -
Related Party Rents & Leases 14,264 14,264 14,264 14,264 14,264 171,168
Launch Risk 83,333 83,333 83,333 83,333 83,333 500,000
Depreciation 1,365 1,365 1,365 1,365 1,365 16,380
Mi SBT -
Taxes (249) (249) (249) (249) (249) 29,128
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 98,713 98,713 98,713 98,713 98,713 716,676
------- ------- ------- ------- ------- ---------
GROESBECK
Third Party Rents & Leases 77,493 77,493 77,493 77,493 77,493 929,916
Related Party Rents & Leases 118,000 118,000 118,000 118,000 118,000 1,416,000
Launch Risk -
Depreciation 138,109 138,109 138,109 138,109 138,109 1,657,305
Mi SBT -
Taxes 22,068 22,068 22,068 22,068 22,068 262,885
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 355,669 355,669 355,669 355,669 355,669 4,266,106
------- ------- ------- ------- ------- ---------
MALYN
Third Party Rents & Leases -
Related Party Rents & Leases 46,500 46,500 46,500 46,500 46,500 558,000
Launch Risk -
Depreciation 23,343 23,343 23,343 23,343 23,343 280,118
Mi SBT -
Taxes 7,725 7,725 7,725 7,725 7,725 92,025
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 77,568 77,568 77,568 77,568 77,568 930,143
------- ------- ------- ------- ------- ---------
HARPER
Third Party Rents & Leases 100,000 100,000 100,000 100,000 100,000 1,200,000
Related Party Rents & Leases -
Launch Risk -
Depreciation 94,164 94,164 94,164 94,164 94,164 1,129,969
Mi SBT -
Taxes 17,510 17,510 17,510 17,510 17,510 208,590
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 211,674 211,674 211,674 211,674 211,674 2,538,559
------- ------- ------- ------- ------- ---------
CONNEAUT
Third Party Rents & Leases 4,809 4,809 4,809 4,809 4,809 51,012
Related Party Rents & Leases -
Launch Risk -
Depreciation 152,907 152,907 152,907 152,907 152,907 1,834,881
Mi SBT -
Taxes 13,158 13,158 13,158 13,158 13,158 156,749
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 170,874 170,874 170,874 170,874 170,874 2,042,642
------- ------- ------- ------- ------- ---------
185 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC PRODUCTION
ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
------- --------- --------- --------- --------- --------- ---------
WALLACEBURG / NEW BUSINESS
Third Party Rents & Leases -
Related Party Rents & Leases 42,792 42,792 42,792 42,792 171,168 42,792 42,792
Launch Risk 250,000 250,000 250,000 250,000 1,000,000 250,000 250,000
Depreciation - - - - - - -
Mi SBT -
Taxes (769) (769) (769) (769) (3,076) (792) (792)
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
-------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 292,023 292,023 292,023 292,023 1,168,092 292,000 292,000
-------- --------- --------- --------- --------- --------- ---------
GROESBECK
Third Party Rents & Leases 232,479 232,479 232,479 232,479 929,916 232,479 232,479
Related Party Rents & Leases 354,000 354,000 354,000 354,000 1,416,000 354,000 354,000
Launch Risk -
Depreciation 414,326 414,326 414,326 414,326 1,657,305 414,326 414,326
Mi SBT -
Taxes 68,189 68,189 68,189 68,189 272,757 70,235 70,235
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
-------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 068,995 1,068,995 1,068,995 1,068,995 4,275,978 1,071,040 1,071,040
-------- --------- --------- --------- --------- --------- ---------
MALYN
Third Party Rents & Leases -
Related Party Rents & Leases 139,500 139,500 139,500 139,500 558,000 139,500 139,500
Launch Risk -
Depreciation 70,030 70,030 70,030 70,030 280,118 70,030 70,030
Mi SBT -
Taxes 23,870 23,870 23,870 23,870 95,481 24,586 24,586
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
-------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 233,400 233,400 233,400 233,400 933,599 234,116 234,116
-------- --------- --------- --------- --------- --------- ---------
HARPER
Third Party Rents & Leases 300,000 300,000 300,000 300,000 1,200,000 300,000 300,000
Related Party Rents & Leases -
Launch Risk -
Depreciation 282,492 282,492 282,492 282,492 1,129,969 282,492 282,492
Mi SBT -
Taxes 54,106 54,106 54,106 54,106 216,424 55,729 55,729
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
-------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 636,598 636,598 636,598 636,598 2,546,393 638,221 638,221
-------- --------- --------- --------- --------- --------- ---------
CONNEAUT
Third Party Rents & Leases 14,426 14,426 14,426 14,426 57,705 14,426 14,426
Related Party Rents & Leases -
Launch Risk -
Depreciation 458,720 458,720 458,720 458,720 1,834,881 458,720 458,720
Mi SBT -
Taxes 40,659 40,659 40,659 40,659 162,636 41,879 41,879
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - - -
-------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 513,806 513,806 513,806 513,806 2,055,222 515,025 515,025
-------- --------- --------- --------- --------- --------- ---------
SEP-06 DEC-06 2006 2007 2008
--------- --------- --------- --------- ---------
WALLACEBURG / NEW BUSINESS
Third Party Rents & Leases -
Related Party Rents & Leases 42,792 42,792 171,168 171,168 171,168
Launch Risk 1,446,250 1,446,250 3,392,500 5,785,000 5,785,000
Depreciation - - - 16,380 16,380
Mi SBT -
Taxes (792) (792) (3,169) (3,264) (3,264)
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- --------- --------- ---------
Total Fixed Cost 1,488,250 1,488,250 3,560,499 5,969,284 5,969,284
--------- --------- --------- --------- ---------
GROESBECK
Third Party Rents & Leases 232,479 232,479 929,916 929,916 929,916
Related Party Rents & Leases 354,000 354,000 1,416,000 1,416,000 1,416,000
Launch Risk -
Depreciation 414,326 414,326 1,657,305 1,657,305 1,657,305
Mi SBT -
Taxes 70,235 70,235 280,940 289,368 289,368
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- --------- --------- ---------
Total Fixed Cost 1,071,040 1,071,040 4,284,161 4,292,589 4,292,589
--------- --------- --------- --------- ---------
MALYN
Third Party Rents & Leases -
Related Party Rents & Leases 139,500 139,500 558,000 558,000 558,000
Launch Risk -
Depreciation 70,030 70,030 280,118 280,118 280,118
Mi SBT -
Taxes 24,586 24,586 98,345 101,296 101,296
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- --------- --------- ---------
Total Fixed Cost 234,116 234,116 936,464 939,414 939,414
--------- --------- --------- --------- ---------
HARPER
Third Party Rents & Leases 300,000 300,000 1,200,000 1,200,000 1,200,000
Related Party Rents & Leases -
Launch Risk -
Depreciation 282,492 282,492 1,129,969 1,129,969 1,129,969
Mi SBT -
Taxes 55,729 55,729 222,916 229,604 229,604
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- --------- --------- ---------
Total Fixed Cost 638,221 638,221 2,552,886 2,559,573 2,559,573
--------- --------- --------- --------- ---------
CONNEAUT
Third Party Rents & Leases 14,426 14,426 57,705 57,705 57,705
Related Party Rents & Leases -
Launch Risk -
Depreciation 458,720 458,720 1,834,881 1,834,881 1,834,881
Mi SBT -
Taxes 41,879 41,879 167,515 172,541 172,541
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - -
--------- --------- --------- --------- ---------
Total Fixed Cost 515,025 515,025 2,060,101 2,065,127 2,065,127
--------- --------- --------- --------- ---------
186 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------- ------- ------- ------- ------- ------- -------
HARTFORD CITY
Third Party Rents & Leases
Related Party Rents & Leases
Launch Risk
Depreciation 48,783 48,666 48,576 48,511 48,360 47,459 47,443
Mi SBT
Taxes 9,536 9,536 11,920 9,536 9,536 11,920 9,536
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 58,319 58,202 60,496 58,047 57,896 59,379 56,979
------- ------- ------- ------- ------- ------- -------
HOPKINSVILLE
Third Party Rents & Leases 25,212 25,212 25,212 32,927 25,212 25,212 25,212
Related Party Rents & Leases
Launch Risk
Depreciation 68,687 68,687 68,687 66,987 70,403 66,958 62,178
Mi SBT
Taxes 3,933 2,211 1,634 2,247 4,403 27,432 28,496
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 97,832 96,110 95,533 102,160 100,018 119,603 115,885
------- ------- ------- ------- ------- ------- -------
LANCASTER
Third Party Rents & Leases 2,940 2,860 2,860 2,860 - 2,820 -
Related Party Rents & Leases
Launch Risk
Depreciation 91,814 91,812 91,814 91,769 91,771 91,769 91,771
Mi SBT
Taxes 10,685 10,685 30,611 10,685 10,685 10,685 10,685
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 105,439 105,357 125,284 105,314 102,456 105,274 102,456
------- ------- ------- ------- ------- ------- -------
SMC
Third Party Rents & Leases
Related Party Rents & Leases
Launch Risk
Depreciation 22,121 22,120 22,121 22,120 22,121 22,120 22,121
Mi SBT
Taxes
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 22,121 22,120 22,121 22,120 22,121 22,120 22,121
------- ------- ------- ------- ------- ------- -------
MASONIC - WK
Third Party Rents & Leases - - - - - - -
Related Party Rents & Leases
Launch Risk
Depreciation 61,733 61,829 66,962 66,962 66,962 66,962 66,962
Mi SBT
Taxes 16,975 16,975 37,581 16,975 16,975 16,975 16,975
Fees From Deluxe
Restructuring Adj. - Fixed - - - - - - -
------- ------- ------- ------- ------- ------- -------
Total Fixed Cost 78,708 78,804 104,544 83,937 83,937 83,937 83,937
------- ------- ------- ------- ------- ------- -------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------- ------- ------- ------- ------- ---------
HARTFORD CITY
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 47,442 47,254 47,253 46,936 46,935 573,618
Mi SBT -
Taxes 9,536 11,990 (8,077) - - 84,969
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 56,978 59,244 39,176 46,936 46,935 658,588
------- ------- ------- ------- ------- ---------
HOPKINSVILLE
Third Party Rents & Leases 27,462 19,212 22,212 22,212 22,212 297,509
Related Party Rents & Leases -
Launch Risk -
Depreciation 59,485 57,393 59,138 59,138 58,155 765,896
Mi SBT -
Taxes 27,010 29,534 4,507 4,561 133,991 269,958
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 113,956 106,139 85,857 85,911 214,358 1,333,363
------- ------- ------- ------- ------- ---------
LANCASTER
Third Party Rents & Leases 2,580 880 800 800 800 20,200
Related Party Rents & Leases -
Launch Risk -
Depreciation 91,769 91,771 94,823 94,824 94,334 1,110,041
Mi SBT -
Taxes 10,685 30,611 12,678 10,685 (31,428) 127,950
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 105,034 123,261 108,300 106,309 63,706 1,258,191
------- ------- ------- ------- ------- ---------
SMC
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 22,120 22,121 22,216 22,494 22,494 266,288
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 22,120 22,121 22,216 22,494 22,494 266,288
------- ------- ------- ------- ------- ---------
MASONIC - WK
Third Party Rents & Leases - - - - - -
Related Party Rents & Leases -
Launch Risk -
Depreciation 66,962 66,962 66,962 66,962 66,962 793,185
Mi SBT -
Taxes 16,975 16,975 16,975 (3,631) 16,975 203,700
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 83,937 83,937 83,937 63,331 83,937 996,885
------- ------- ------- ------- ------- ---------
187 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
HARTFORD CITY
Third Party Rents &
Leases
Related Party Rents &
Leases
Launch Risk
Depreciation 46,936 46,935 46,936 46,936 46,936 46,936 46,936
Mi SBT
Taxes 6,660 6,660 8,325 7,293 7,293 7,293 7,293
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
------- ------ ------ ------- ------- ------- -------
Total Fixed Cost 53,596 53,595 55,261 54,229 54,229 54,229 54,229
------- ------ ------ ------- ------- ------- -------
HOPKINSVILLE
Third Party Rents &
Leases 22,212 22,212 22,212 22,437 22,437 22,437 22,437
Related Party Rents &
Leases
Launch Risk
Depreciation 58,155 58,155 58,155 58,155 58,155 58,155 58,155
Mi SBT
Taxes 8,518 3,840 8,579 23,171 23,171 23,171 23,171
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
------- ------ ------ ------- ------- ------- -------
Total Fixed Cost 88,885 84,207 88,946 103,763 103,763 103,763 103,763
------- ------ ------ ------- ------- ------- -------
LANCASTER
Third Party Rents &
Leases - - - 880 880 880 880
Related Party Rents &
Leases
Launch Risk
Depreciation 94,336 94,334 96,968 95,213 95,213 95,213 95,213
Mi SBT
Taxes 10,685 13,510 (31,943) 10,982 10,982 10,982 10,982
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
------- ------ ------ ------- ------- ------- -------
Total Fixed Cost 105,021 07,844 65,025 107,075 107,075 107,075 107,075
------- ------ ------ ------- ------- ------- -------
SMC
Third Party Rents &
Leases
Related Party Rents &
Leases
Launch Risk
Depreciation 8,412 8,412 8,412 8,412 8,412 8,412 8,412
Mi SBT
Taxes
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
------- ------ ------ ------- ------- ------- -------
Total Fixed Cost 8,412 8,412 8,412 8,412 8,412 8,412 8,412
------- ------ ------ ------- ------- ------- -------
MASONIC - WK
Third Party Rents &
Leases 15,000 - - - - - -
Related Party Rents &
Leases
Launch Risk
Depreciation 66,962 66,962 66,962 255,646 264,691 273,737 273,737
Mi SBT
Taxes 16,975 24,188 - 17,484 17,484 17,484 17,484
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
------- ------ ------ ------- ------- ------- -------
Total Fixed Cost 98,937 91,151 66,962 273,130 282,176 291,222 291,222
------- ------ ------ ------- ------- ------- -------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ----
HARTFORD CITY
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 46,936 46,936 46,936 46,936 46,936 563,231
Mi SBT -
Taxes 7,293 7,293 7,293 7,293 7,293 87,284
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------ ------ ------ ------ ------ -------
Total Fixed Cost 54,229 54,229 54,229 54,229 54,229 650,515
------ ------ ------ ------ ------ -------
HOPKINSVILLE
Third Party Rents &
Leases 22,437 22,437 22,437 22,437 22,437 268,569
Related Party Rents &
Leases -
Launch Risk -
Depreciation 58,155 58,155 58,155 58,155 58,155 697,860
Mi SBT -
Taxes 23,171 23,171 23,171 23,171 23,171 229,480
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 103,763 103,763 103,763 103,763 103,763 1,195,909
------- ------- ------- ------- ------- ---------
LANCASTER
Third Party Rents &
Leases 880 880 880 880 880 7,920
Related Party Rents &
Leases -
Launch Risk -
Depreciation 95,213 95,213 95,213 95,213 95,213 1,142,555
Mi SBT -
Taxes 10,982 10,982 10,982 10,982 10,982 91,093
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 107,075 107,075 107,075 107,075 107,075 1,241,568
------- ------- ------- ------- ------- ---------
SMC
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 8,412 8,412 8,412 8,412 8,412 100,942
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 8,412 8,412 8,412 8,412 8,412 100,942
------- ------- ------- ------- ------- ---------
MASONIC - WK
Third Party Rents &
Leases - - - - - 15,000
Related Party Rents &
Leases -
Launch Risk -
Depreciation 273,737 273,737 273,737 273,737 273,737 2,637,385
Mi SBT -
Taxes 17,484 17,484 17,484 17,484 17,484 198,522
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- ------- ---------
Total Fixed Cost 291,222 291,222 291,222 291,222 291,222 2,850,906
------- ------- ------- ------- ------- ---------
188 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06
------ ------ ------ ------ ---- ------
HARTFORD CITY
Third Party Rents & Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 140,808 140,808 140,808 140,808 563,231 140,808
Mi SBT -
Taxes 22,536 22,536 22,536 22,536 90,144 23,212
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- --------- -------
Total Fixed Cost 163,344 163,344 163,344 163,344 653,375 164,020
------- ------- ------- ------- --------- -------
HOPKINSVILLE
Third Party Rents & Leases 67,311 67,311 67,311 67,311 269,244 67,311
Related Party Rents &
Leases -
Launch Risk -
Depreciation 174,465 174,465 174,465 174,465 697,860 174,465
Mi SBT -
Taxes 71,600 71,600 71,600 71,600 286,399 73,748
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- --------- -------
Total Fixed Cost 313,376 313,376 313,376 313,376 1,253,503 315,524
------- ------- ------- ------- --------- -------
LANCASTER
Third Party Rents & Leases 2,640 2,640 2,640 2,640 10,560 2,640
Related Party Rents &
Leases -
Launch Risk -
Depreciation 285,639 285,639 285,639 285,639 1,142,555 285,639
Mi SBT -
Taxes 33,936 33,936 33,936 33,936 135,743 34,954
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- --------- -------
Total Fixed Cost 322,214 322,214 322,214 322,214 1,288,857 323,232
------- ------- ------- ------- --------- -------
SMC
Third Party Rents & Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 25,236 25,236 25,236 25,236 100,942 25,236
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- --------- -------
Total Fixed Cost 25,236 25,236 25,236 25,236 100,942 25,236
------- ------- ------- ------- --------- -------
MASONIC - WK
Third Party Rents & Leases - - - - - -
Related Party Rents & -
Leases
Launch Risk -
Depreciation 659,346 659,346 659,346 659,346 2,637,385 659,346
Mi SBT -
Taxes 54,026 54,026 54,026 54,026 216,105 55,647
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- ------- --------- -------
Total Fixed Cost 713,372 713,372 713,372 713,372 2,853,490 714,993
------- ------- ------- ------- --------- -------
Jun-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ---- ---- ----
HARTFORD CITY
Third Party Rents & Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 140,808 140,808 140,808 563,231 563,231 563,231
Mi SBT -
Taxes 23,212 23,212 23,212 92,848 95,634 95,634
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- --------- --------- ---------
Total Fixed Cost 164,020 164,020 164,020 656,079 658,865 658,865
------- ------- ------- --------- --------- ---------
HOPKINSVILLE
Third Party Rents & Leases 67,311 67,311 67,311 269,244 269,244 269,244
Related Party Rents &
Leases -
Launch Risk -
Depreciation 174,465 174,465 174,465 697,860 697,860 697,860
Mi SBT -
Taxes 73,748 73,748 73,748 294,991 303,840 303,840
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- --------- --------- ---------
Total Fixed Cost 315,524 315,524 315,524 1,262,095 1,270,945 1,270,945
------- ------- ------- --------- --------- ---------
LANCASTER
Third Party Rents & Leases 2,640 2,640 2,640 10,560 10,560 10,560
Related Party Rents &
Leases -
Launch Risk -
Depreciation 285,639 285,639 285,639 1,142,555 1,142,555 1,142,555
Mi SBT -
Taxes 34,954 34,954 34,954 139,815 144,009 144,009
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- --------- --------- ---------
Total Fixed Cost 323,232 323,232 323,232 1,292,930 1,297,124 1,297,124
------- ------- ------- --------- --------- ---------
SMC
Third Party Rents & Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 25,236 25,236 25,236 100,942 100,942 100,942
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- --------- --------- ---------
Total Fixed Cost 25,236 25,236 25,236 100,942 100,942 100,942
------- ------- ------- --------- --------- ---------
MASONIC - WK
Third Party Rents & Leases - - - - - -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 659,346 659,346 659,346 2,637,385 2,637,385 2,637,385
Mi SBT -
Taxes 55,647 55,647 55,647 222,588 229,266 229,266
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
------- ------- ------- --------- --------- ---------
Total Fixed Cost 714,993 714,993 714,993 2,859,973 2,866,651 2,866,651
------- ------- ------- --------- --------- ---------
189 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
MOLD
Third Party Rents &
Leases
Related Party Rents
& Leases
Launch Risk
Depreciation 154,533 137,202 136,845 136,636 133,465 132,403 130,113
Mi SBT
Taxes - - 23,566 - - - -
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 154,533 137,202 160,411 136,636 133,465 132,403 130,113
--------- --------- --------- --------- --------- --------- ---------
ALMONT
Third Party Rents &
Leases
Related Party Rents
& Leases 35,460 35,460 35,460 35,460 35,460 35,460 35,460
Launch Risk
Depreciation 349,498 349,314 349,314 303,560 337,842 332,483 316,960
Mi SBT
Taxes 3,103 22,098 7,115 3,103 3,103 3,103 3,103
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 388,061 406,873 391,889 342,123 376,404 371,046 355,523
--------- --------- --------- --------- --------- --------- ---------
DELUXE
Third Party Rents &
Leases
Related Party Rents
& Leases
Launch Risk
Depreciation
Mi SBT
Taxes
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
TOTAL PLANT FIXED COSTS 3,585,012 3,670,646 4,003,116 3,722,124 3,478,295 3,501,068 3,474,240
========= ========= ========= ========= ========= ========= =========
- - - - - - -
IV. SG&A FIXED
Actuals through September '03. Forecast based on company
CORPORATE projections.
Third Party Rents &
Leases
Related Party Rents
& Leases
Mi SBT 139,000 (5,000) 449,000 129,000 139,000 138,000 359,000
Taxes
Payroll Related
Expenses 1,662,000 1,705,000 2,554,000 1,941,000 2,505,000 2,219,000 1,816,000
Gainshare
Other
Utilities and
Telephone 238,000 268,000 351,000 188,000 275,000 271,000 200,000
Insurance 378,000 308,000 100,000 515,000 300,000 (36,000) 352,000
Normal Course
Professional 514,026 419,660 1,037,721 248,496 336,486 687,023 699,099
Maintenance &
Supplies 114,000 110,000 136,000 95,000 12,000 317,000 140,000
Travel &
Entertainment 153,000 113,000 170,000 177,000 86,000 111,000 143,000
Depreciation 7,065 5,905 6,914 6,561 6,561 6,914 6,561
Other 40,000 167,000 162,000 148,000 43,000 (60,000) 289,000
--------- --------- --------- --------- --------- --------- ---------
Total SG&A Fixed 3,245,091 3,091,566 4,966,635 3,448,057 3,703,047 3,653,936 4,004,660
--------- --------- --------- --------- --------- --------- ---------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
MOLD
Third Party Rents &
Leases -
Related Party Rents -
& Leases
Launch Risk -
Depreciation 129,084 128,826 127,047 124,543 118,759 1,589,455
Mi SBT -
Taxes - - - - - 23,566
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
--------- --------- --------- --------- --------- ----------
Total Fixed Cost 129,084 128,826 127,047 124,543 118,759 1,613,021
--------- --------- --------- --------- --------- ----------
ALMONT
Third Party Rents &
Leases -
Related Party Rents
& Leases 35,460 35,460 70,920 35,460 35,460 460,980
Launch Risk -
Depreciation 253,073 252,312 252,312 251,807 252,419 3,600,894
Mi SBT -
Taxes 3,103 702 37,118 15,414 15,414 116,477
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
--------- --------- --------- --------- --------- ----------
Total Fixed Cost 291,635 288,473 360,349 302,681 303,293 4,178,351
--------- --------- --------- --------- --------- ----------
DELUXE
Third Party Rents &
Leases -
Related Party Rents -
& Leases
Launch Risk -
Depreciation -
Mi SBT -
Taxes -
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
--------- --------- --------- --------- --------- ----------
Total Fixed Cost - - - - - -
--------- --------- --------- --------- --------- ----------
TOTAL PLANT FIXED COSTS 3,335,217 3,221,459 3,083,589 3,656,290 1,089,085 39,820,142
========= ========= ========= ========= ========= ==========
- - - - - -
IV. SG&A FIXED
Actuals through September '03. Forecast based on company
CORPORATE projections.
Third Party Rents &
Leases -
Related Party Rents -
& Leases
Mi SBT 139,000 139,000 138,514 203,000 122,000 2,089,514
Taxes -
Payroll Related
Expenses 1,410,000 2,098,000 1,664,392 1,652,000 2,247,000 23,473,392
Gainshare -
Other -
Utilities and
Telephone 167,000 213,000 221,472 161,000 367,000 2,920,472
Insurance 265,000 351,000 351,140 351,000 351,000 3,586,140
Normal Course
Professional 507,215 757,332 623,775 255,889 710,956 6,797,678
Maintenance &
Supplies 154,000 183,000 152,845 189,000 129,000 1,731,845
Travel &
Entertainment 119,000 88,000 141,493 92,000 136,000 1,529,493
Depreciation 6,561 6,914 1,412 11,709 640,116 713,192
Other 201,000 562,000 200,003 101,000 772,000 2,625,003
--------- --------- --------- --------- --------- ----------
Total SG&A Fixed 2,968,776 4,398,246 3,495,046 3,016,598 5,475,071 45,466,729
--------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT
190 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
MOLD
Third Party Rents &
Leases
Related Party Rents &
Leases
Launch Risk
Depreciation 118,338 117,844 117,738 110,165 110,165 110,165 110,165
Mi SBT
Taxes - - - 2,023 2,023 2,023 2,023
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 118,338 117,844 117,738 112,187 112,187 112,187 112,187
--------- --------- --------- --------- --------- --------- ---------
ALMONT
Third Party Rents &
Leases
Related Party Rents &
Leases 35,460 35,460 35,460 35,460 35,460 35,460 35,460
Launch Risk
Depreciation 252,399 252,399 252,457 247,936 247,936 248,352 207,421
Mi SBT
Taxes 15,414 8,914 8,214 9,998 9,998 9,998 9,998
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost 303,273 296,773 296,131 293,393 293,393 293,810 252,878
--------- --------- --------- --------- --------- --------- ---------
DELUXE
Third Party Rents &
Leases
Related Party Rents &
Leases
Launch Risk
Depreciation
Mi SBT
Taxes - - -
Fees From Deluxe
Restructuring Adj. -
Fixed - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Cost - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
TOTAL PLANT FIXED COSTS 3,257,886 3,164,661 3,442,870 3,487,350 3,496,396 3,531,859 3,610,938
========= ========= ========= ========= ========= ========= =========
- - - - - - -
IV. SG&A FIXED
CORPORATE
Third Party Rents &
Leases
Related Party Rents &
Leases
Mi SBT 121,680 121,680 121,680 179,350 179,350 179,350 179,350
Taxes
Payroll Related Expenses 1,744,237 1,785,681 2,708,763 1,671,426 1,671,426 2,089,282 1,671,426
Gainshare
Other
Utilities and Telephone 169,516 285,515 249,174 204,313 204,313 204,313 204,313
Insurance 303,509 305,698 300,184 307,810 307,810 307,810 307,810
Normal Course
Professional 393,219 295,520 706,254 283,513 283,513 433,513 283,513
Maintenance & Supplies 121,856 146,434 165,356 139,578 139,578 174,473 139,578
Travel & Entertainment 67,548 129,757 84,549 119,565 119,565 149,456 119,565
Depreciation - - 10,297 6,561 6,561 6,914 6,561
Other 296,777 (24,677) 597,765 225,313 225,313 225,313 225,313
--------- --------- --------- --------- --------- --------- ---------
Total SG&A Fixed 3,218,342 3,045,608 4,944,021 3,137,429 3,137,429 3,770,424 3,137,429
--------- --------- --------- --------- --------- --------- ---------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
MOLD
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation 110,165 110,165 110,165 110,165 110,165 1,345,401
Mi SBT -
Taxes 2,023 2,023 2,023 2,023 2,023 18,205
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
--------- --------- --------- --------- --------- ----------
Total Fixed Cost 112,187 112,187 112,187 112,187 112,187 1,363,606
--------- --------- --------- --------- --------- ----------
ALMONT
Third Party Rents &
Leases -
Related Party Rents &
Leases 35,460 35,460 35,460 35,460 35,460 425,520
Launch Risk -
Depreciation 151,969 152,385 152,385 152,385 152,802 2,470,827
Mi SBT -
Taxes 9,998 9,998 9,998 9,998 9,998 122,520
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
--------- --------- --------- --------- --------- ----------
Total Fixed Cost 197,426 197,843 197,843 197,843 198,260 3,018,867
--------- --------- --------- --------- --------- ----------
DELUXE
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes - - - - - -
Fees From Deluxe -
Restructuring Adj. -
Fixed - - - - - -
--------- --------- --------- --------- --------- ----------
Total Fixed Cost - - - - - -
--------- --------- --------- --------- --------- ----------
TOTAL PLANT FIXED COSTS 3,555,487 3,586,057 3,558,820 3,558,820 3,589,390 41,840,533
========= ========= ========= ========= ========= ==========
- - - - - -
IV. SG&A FIXED
CORPORATE
Third Party Rents &
Leases -
Related Party Rents &
Leases -
Mi SBT 179,350 179,350 179,350 179,350 179,350 1,979,190
Taxes -
Payroll Related Expenses 1,671,426 2,089,282 1,671,426 1,671,426 2,089,282 22,535,080
Gainshare -
Other -
Utilities and Telephone 204,313 204,313 204,313 204,313 204,313 2,543,024
Insurance 307,810 307,810 307,810 307,810 307,810 3,679,684
Normal Course
Professional 283,513 633,513 383,513 383,513 533,513 4,896,612
Maintenance & Supplies 139,578 174,473 139,578 139,578 174,473 1,794,532
Travel & Entertainment 119,565 149,456 119,565 119,565 149,456 1,447,613
Depreciation 6,561 6,914 6,561 6,561 6,914 70,403
Other 225,313 225,313 225,313 225,313 225,313 2,897,680
--------- --------- --------- --------- --------- ----------
Total SG&A Fixed 3,137,429 3,970,424 3,237,429 3,237,429 3,870,424 41,843,819
--------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT
191 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06
------ ------ ------ ------ ---- ------
MOLD
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 260,360 260,360 260,360 260,360 1,041,441 212,602
Mi SBT -
Taxes 6,250 6,250 6,250 6,250 25,001 6,438
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Cost 266,610 266,610 266,610 266,610 1,066,442 219,040
---------- ---------- ---------- ---------- ---------- ----------
ALMONT
Third Party Rents & Leases -
Related Party Rents & Leases 106,380 106,380 106,380 106,380 425,520 106,380
Launch Risk -
Depreciation 285,417 285,417 285,417 285,417 1,141,666 106,810
Mi SBT -
Taxes 30,893 30,893 30,893 30,893 123,570 31,819
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Cost 422,689 422,689 422,689 422,689 1,690,756 245,009
---------- ---------- ---------- ---------- ---------- ----------
DELUXE
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes - - - - - -
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Cost - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL PLANT FIXED COSTS 9,759,587 9,759,587 9,759,587 9,759,587 39,038,346 9,541,122
========== ========== ========== ========== ========== ==========
- - - - - -
IV. SG&A FIXED
CORPORATE
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT 554,191 554,191 554,191 554,191 2,216,765 570,817
Taxes -
Payroll Related Expenses 5,432,133 5,432,133 5,432,133 5,432,133 21,728,533 5,432,133
Gainshare -
Other -
Utilities and Telephone 631,328 631,328 631,328 631,328 2,525,311 650,268
Insurance 951,134 951,134 951,134 951,134 3,804,536 979,668
Normal Course Professional 1,200,540 1,200,540 1,200,540 1,200,540 4,802,160 1,200,540
Maintenance & Supplies 467,238 467,238 467,238 467,238 1,868,951 481,255
Travel & Entertainment 400,244 400,244 400,244 400,244 1,600,975 412,251
Depreciation 20,035 20,035 20,035 20,035 80,142 14,887
Other 696,216 696,216 696,216 696,216 2,784,866 717,103
---------- ---------- ---------- ---------- ---------- ----------
Total SG&A Fixed 10,353,060 10,353,060 10,353,060 10,353,060 41,412,239 10,458,922
---------- ---------- ---------- ---------- ---------- ----------
JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ---- ---- ----
MOLD
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation 212,602 212,602 212,602 850,410 359,357 153,227
Mi SBT -
Taxes 6,438 6,438 6,438 25,751 26,524 26,524
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Cost 219,040 219,040 219,040 876,161 385,880 179,750
---------- ---------- ---------- ---------- ---------- ----------
ALMONT
Third Party Rents & Leases -
Related Party Rents & Leases 106,380 106,380 106,380 425,520 425,520 425,520
Launch Risk -
Depreciation 106,810 106,810 106,810 427,239 356,636 290,930
Mi SBT -
Taxes 31,819 31,819 31,819 127,277 131,096 131,096
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Cost 245,009 245,009 245,009 980,036 913,252 847,545
---------- ---------- ---------- ---------- ---------- ----------
DELUXE
Third Party Rents & Leases -
Related Party Rents & Leases -
Launch Risk -
Depreciation -
Mi SBT -
Taxes - - - - - -
Fees From Deluxe -
Restructuring Adj. - Fixed - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
Total Fixed Cost - - - - - -
---------- ---------- ---------- ---------- ---------- ----------
TOTAL PLANT FIXED COSTS 9,541,122 10,737,372 10,737,372 40,556,987 41,811,210 40,853,093
========== ========== ========== ========== ========== ==========
- - - - - -
IV. SG&A FIXED
CORPORATE
Third Party Rents & Leases -
Related Party Rents & Leases -
Mi SBT 570,817 570,817 570,817 2,283,268 2,351,766 2,422,319
Taxes -
Payroll Related Expenses 5,432,133 5,432,133 5,432,133 21,728,533 21,728,533 21,728,533
Gainshare -
Other -
Utilities and Telephone 650,268 650,268 650,268 2,601,071 2,679,103 2,759,476
Insurance 979,668 979,668 979,668 3,918,672 4,036,232 4,157,319
Normal Course Professional 1,200,540 1,200,540 1,200,540 4,802,160 4,802,160 4,802,160
Maintenance & Supplies 481,255 481,255 481,255 1,925,020 1,982,770 2,042,253
Travel & Entertainment 412,251 412,251 412,251 1,649,005 1,698,475 1,749,429
Depreciation 14,887 14,887 14,887 59,547 9,179 -
Other 717,103 717,103 717,103 2,868,412 2,954,464 3,043,098
---------- ---------- ---------- ---------- ---------- ----------
Total SG&A Fixed 10,458,922 10,458,922 10,458,922 41,835,687 42,242,682 42,704,587
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ------ ---- ------ ------ ------ ------ ---- ---- ----
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ ----
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
------ ------ ------ ------ ------ ------
DEPRECIATION SCHEDULE Depreciation takes future capex into account.
EXISTING ASSETS
INCLUDES FIXED ASSETS, DEFERRED DESIGN
TOOLING:
Almont 349,498 349,314 349,314 303,560 337,842 332,483
Mold 154,533 137,202 136,845 136,636 133,465 132,403
--------- --------- --------- --------- --------- ---------
Total Tooling 504,031 486,516 486,159 440,196 471,307 464,887
--------- --------- --------- --------- --------- ---------
PRODUCTION
Conneaut 162,604 161,758 161,700 160,032 159,962 157,750
Grand Blanc 735,008 705,821 789,164 782,861 749,860 727,722
Grand Rapids 300,060 302,442 303,661 294,960 289,263 293,885
Groesbeck 156,286 160,961 166,719 156,492 150,575 130,038
Harper 143,309 143,481 151,244 151,700 152,505 151,591
Hartford 48,783 48,666 48,576 48,511 48,360 47,459
Hopkinsville 68,687 68,687 68,687 66,987 70,403 66,958
Lancaster 91,814 91,812 91,814 91,769 91,771 91,769
Malyn 22,580 27,207 27,975 27,725 27,725 27,978
Masonic 61,733 61,829 66,962 66,962 66,962 66,962
Seabrook 228,686 227,174 238,086 237,848 237,461 237,127
SMC 22,121 22,120 22,121 22,120 22,121 22,120
Wallaceburg 8,096 7,467 7,661 7,762 6,315 1,332
WK Project (Citation) - - - - - -
--------- --------- --------- --------- --------- ---------
Total Production 2,049,767 2,029,426 2,144,368 2,115,731 2,073,283 2,022,690
--------- --------- --------- --------- --------- ---------
SERVICE:
Bailey Corp. (2,826) (2,826) (2,826) (2,826) (2,826) (24,301)
Experience Mgmt. 379 379 - - - -
Exterior SBU Admin - - - - - -
Interior SBU Admin 8,164 8,164 8,164 2,629 2,629 2,629
Service 74,270 73,955 252,179 126,309 143,669 139,914
Venture Leasing 17,220 17,220 17,220 17,220 17,220 17,220
VEMCO Leasing 62 62 62 62 62 62
Venture Holdings - - - - - -
--------- --------- --------- --------- --------- ---------
Total Service 97,270 96,954 274,799 143,395 160,756 135,525
--------- --------- --------- --------- --------- ---------
INACTIVE: - - - - - -
Hillsdale 80,617 75,073 87,494 87,493 87,494 20,643
Madison 14,392 14,391 14,392 14,391 14,392 (11,907)
Portland 20,857 20,857 20,857 20,857 (96,816) (18,662)
--------- --------- --------- --------- --------- ---------
Total Inactive 115,866 110,320 122,743 122,741 5,069 (9,926)
--------- --------- --------- --------- --------- ---------
OTHER DEPRECIATION:
Amortization of Acquisition Cost - Service 7,065 5,905 6,914 6,561 6,561 6,914
Depreciation of Software Cost - Service 120,278 141,961 141,961 100,763 136,133 136,133
Depreciation of Software Cost - Mold 68,996 61,257 61,257 61,257 61,257 61,257
Amortization of Financing Cost - Service 412,198 446,940 549,913 451,322 438,178 558,675
Current CIP
--------- --------- --------- --------- --------- ---------
Total Other Depreciation 608,537 656,064 760,045 619,903 642,128 762,979
--------- --------- --------- --------- --------- ---------
TOTAL DEPRECIATION - 3,375,471 3,379,280 3,788,114 3,441,965 3,352,542 3,376,155
========= ========= ========= ========= ========= =========
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ----
DEPRECIATION SCHEDULE Depreciation takes future capex into account.
EXISTING ASSETS
INCLUDES FIXED ASSETS, DEFERRED DESIGN
TOOLING:
Almont 316,960 253,073 252,312 252,312 251,807 252,419 3,600,894
Mold 130,113 129,084 128,826 127,047 124,543 118,759 1,589,455
--------- --------- --------- --------- --------- --------- ----------
Total Tooling 447,073 382,156 381,138 379,359 376,350 371,179 5,190,349
--------- --------- --------- --------- --------- --------- ----------
PRODUCTION
Conneaut 157,752 154,608 154,610 154,691 154,693 154,691 1,894,851
Grand Blanc 701,551 669,790 673,971 670,677 684,735 627,261 8,518,420
Grand Rapids 285,819 284,483 277,876 275,443 275,186 (1,826,788) 1,356,289
Groesbeck 160,120 160,120 165,324 159,567 159,566 154,531 1,880,296
Harper 149,801 148,158 140,289 114,518 114,344 98,893 1,659,835
Hartford 47,443 47,442 47,254 47,253 46,936 46,935 573,618
Hopkinsville 62,178 59,485 57,393 59,138 59,138 58,155 765,896
Lancaster 91,771 91,769 91,771 94,823 94,824 94,334 1,110,041
Malyn 21,776 21,776 22,026 24,406 24,406 24,656 300,237
Masonic 66,962 66,962 66,962 66,962 66,962 66,962 793,185
Seabrook 231,768 231,300 231,304 231,300 231,304 231,300 2,794,657
SMC 22,121 22,120 22,121 22,216 22,494 22,494 266,288
Wallaceburg 1,040 1,033 1,183 1,221 1,236 1,238 45,584
WK Project (Citation) - - - - - - -
--------- --------- --------- --------- --------- --------- ----------
Total Production 2,000,101 1,959,047 1,952,084 1,922,216 1,935,825 (245,338) 21,959,198
--------- --------- --------- --------- --------- --------- ----------
SERVICE:
Bailey Corp. (24,301) (24,301) (24,301) (9,818) (9,818) (9,818) (140,784)
Experience Mgmt. - - - - - - 758
Exterior SBU Admin - - - - - - -
Interior SBU Admin 2,629 2,629 2,629 30,629 30,629 28,431 129,958
Service 139,914 139,758 139,181 70,967 203,838 137,403 1,641,357
Venture Leasing 17,220 17,220 17,220 17,220 17,220 17,220 206,637
VEMCO Leasing 62 62 62 62 62 62 749
Venture Holdings - - - - - - -
--------- --------- --------- --------- --------- --------- ----------
Total Service 135,525 135,368 134,791 109,061 241,932 173,298 1,838,675
--------- --------- --------- --------- --------- --------- ----------
INACTIVE: - - - - - -
Hillsdale 20,643 20,643 20,643 20,643 20,643 20,264 562,293
Madison (11,906) (11,907) (259) (259) (120) (121) 35,478
Portland (18,661) (18,662) (140) (141) (140) (141) (69,935)
--------- --------- --------- --------- --------- --------- ----------
Total Inactive (9,924) (9,926) 20,244 20,243 20,383 20,003 527,837
--------- --------- --------- --------- --------- --------- ----------
OTHER DEPRECIATION:
Amortization of Acquisition Cost - Service 6,561 6,561 6,914 1,412 11,709 640,116 713,192
Depreciation of Software Cost - Service 136,133 136,133 135,840 - 271,681 135,840 1,592,857
Depreciation of Software Cost - Mold 61,257 58,191 58,191 12,444 12,444 11,278 589,085
Amortization of Financing Cost - Service 457,894 453,512 547,722 453,512 451,322 604,999 5,826,186
Current CIP -
--------- --------- --------- --------- --------- --------- ----------
Total Other Depreciation 661,844 654,397 748,667 467,368 747,155 1,392,232 8,721,320
--------- --------- --------- --------- --------- --------- ----------
TOTAL DEPRECIATION - 3,234,619 3,121,043 3,236,924 2,898,247 3,321,644 1,711,374 38,237,378
========= ========= ========= ========= ========= ========= ==========
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
------ ------ ------ ------ ------ ------
DEPRECIATION SCHEDULE
EXISTING ASSETS
INCLUDES FIXED ASSETS, DEFERRED DESIGN
TOOLING:
Almont 252,399 252,399 252,457 247,936 247,936 248,352
Mold 118,338 117,844 117,738 110,165 110,165 110,165
--------- --------- --------- --------- --------- ---------
Total Tooling 370,737 370,243 370,195 358,100 358,100 358,517
--------- --------- --------- --------- --------- ---------
PRODUCTION
Conneaut 152,960 152,958 152,803 152,907 152,907 152,907
Grand Blanc 647,343 644,834 643,279 645,152 645,152 645,152
Grand Rapids 101,482 101,880 103,932 102,431 102,431 102,431
Groesbeck 134,644 132,896 146,786 138,109 138,109 138,109
Harper 86,984 99,589 95,919 94,164 94,164 94,164
Hartford 46,936 46,935 46,936 46,936 46,936 46,936
Hopkinsville 58,155 58,155 58,155 58,155 58,155 58,155
Lancaster 94,336 94,334 96,968 95,213 95,213 95,213
Malyn 23,294 23,368 23,368 23,343 23,343 23,343
Masonic 66,962 66,962 66,962 66,962 66,962 66,962
Seabrook 231,304 231,300 231,304 231,303 231,303 231,303
SMC 8,412 8,412 8,412 8,412 8,412 8,412
Wallaceburg 1,253 1,222 1,620 1,365 1,365 1,365
WK Project (Citation) - - - 188,683 197,729 206,775
--------- --------- --------- --------- --------- ---------
Total Production 1,654,065 1,662,844 1,676,445 1,853,135 1,862,181 1,871,226
--------- --------- --------- --------- --------- ---------
SERVICE:
Bailey Corp. (9,818) (9,818) (9,818) (9,818) (9,818) (9,818)
Experience Mgmt. - - - - - -
Exterior SBU Admin - - - - - -
Interior SBU Admin 29,431 29,431 28,431 29,098 29,098 29,098
Service 137,402 137,403 136,611 137,139 137,139 137,139
Venture Leasing 17,220 - 34,440 17,215 17,215 17,215
VEMCO Leasing 62 - 125 62 62 62
Venture Holdings - - -
--------- --------- --------- --------- --------- ---------
Total Service 174,298 157,016 189,789 173,696 173,696 173,696
--------- --------- --------- --------- --------- ---------
INACTIVE:
Hillsdale 20,265 20,264 11,570 21,297 21,297 21,297
Madison (120) (121) (120) (120) (120) (120)
Portland (140) (141) (140) (140) (140) (140)
--------- --------- --------- --------- --------- ---------
Total Inactive 20,005 20,002 11,310 21,037 21,037 21,037
--------- --------- --------- --------- --------- ---------
OTHER DEPRECIATION:
Amortization of Acquisition Cost - Service - - 10,297 6,561 6,561 6,914
Depreciation of Software Cost - Service 135,840 135,840 135,840 135,840 135,840 135,840
Depreciation of Software Cost - Mold 11,278 11,278 11,278 11,278 11,278 11,278
Amortization of Financing Cost - Service 453,512 446,940 556,485 485,646 485,646 485,646
Current CIP
--------- --------- --------- --------- --------- ---------
Total Other Depreciation 600,630 594,058 713,900 639,325 639,325 639,678
--------- --------- --------- --------- --------- ---------
TOTAL DEPRECIATION - 2,819,735 2,804,164 2,961,638 3,045,293 3,054,339 3,064,154
========= ========= ========= ========= ========= =========
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ----
DEPRECIATION SCHEDULE
EXISTING ASSETS
INCLUDES FIXED ASSETS, DEFERRED DESIGN
TOOLING:
Almont 207,421 151,969 152,385 152,385 152,385 152,802 2,470,827
Mold 110,165 110,165 110,165 110,165 110,165 110,165 1,345,401
--------- --------- --------- --------- --------- --------- ----------
Total Tooling 317,585 262,133 262,550 262,550 262,550 262,967 3,816,228
--------- --------- --------- --------- --------- --------- ----------
PRODUCTION
Conneaut 152,907 152,907 152,907 152,907 152,907 152,907 1,834,881
Grand Blanc 645,152 645,152 645,152 645,152 645,152 645,152 7,741,821
Grand Rapids 102,431 102,431 102,431 102,431 102,431 102,431 1,229,173
Groesbeck 138,109 138,109 138,109 138,109 138,109 138,109 1,657,305
Harper 94,164 94,164 94,164 94,164 94,164 94,164 1,129,969
Hartford 46,936 46,936 46,936 46,936 46,936 46,936 563,231
Hopkinsville 58,155 58,155 58,155 58,155 58,155 58,155 697,860
Lancaster 95,213 95,213 95,213 95,213 95,213 95,213 1,142,555
Malyn 23,343 23,343 23,343 23,343 23,343 23,343 280,118
Masonic 66,962 66,962 66,962 66,962 66,962 66,962 803,547
Seabrook 231,303 231,303 231,303 231,303 231,303 231,303 2,775,634
SMC 8,412 8,412 8,412 8,412 8,412 8,412 100,942
Wallaceburg 1,365 1,365 1,365 1,365 1,365 1,365 16,380
WK Project (Citation) 206,775 206,775 206,775 206,775 206,775 206,775 1,833,838
--------- --------- --------- --------- --------- --------- ----------
Total Production 1,871,226 1,871,226 1,871,226 1,871,226 1,871,226 1,871,226 21,807,255
--------- --------- --------- --------- --------- --------- ----------
SERVICE:
Bailey Corp. (9,818) (9,818) (9,818) (9,818) (9,818) (9,818) (117,810)
Experience Mgmt. - - - - - - -
Exterior SBU Admin - - - - - - -
Interior SBU Admin 29,098 29,098 29,098 29,098 29,098 29,098 349,170
Service 137,139 137,139 137,139 137,139 137,139 137,139 1,645,665
Venture Leasing 17,215 17,215 17,215 17,215 17,215 17,215 206,596
VEMCO Leasing 62 62 62 62 62 62 748
Venture Holdings -
--------- --------- --------- --------- --------- --------- ----------
Total Service 173,696 173,696 173,696 173,696 173,696 173,696 2,084,369
--------- --------- --------- --------- --------- --------- ----------
INACTIVE:
Hillsdale 21,297 21,297 21,297 24,214 24,214 24,214 252,526
Madison (120) (120) (120) (120) (120) (120) (1,444)
Portland (140) (140) (140) (140) (140) (140) (1,681)
--------- --------- --------- --------- --------- --------- ----------
Total Inactive 21,037 21,037 21,037 23,954 23,954 23,954 249,401
--------- --------- --------- --------- --------- --------- ----------
OTHER DEPRECIATION:
Amortization of Acquisition Cost - Service 6,561 6,561 6,914 6,561 6,561 6,914 70,403
Depreciation of Software Cost - Service 135,840 135,840 135,840 135,840 135,840 135,840 1,630,083
Depreciation of Software Cost - Mold 11,278 11,278 11,278 11,278 11,278 11,278 135,332
Amortization of Financing Cost - Service 485,646 485,646 485,646 485,646 485,646 485,646 5,827,749
Current CIP
--------- --------- --------- --------- --------- --------- ----------
Total Other Depreciation 639,325 639,325 639,678 639,325 639,325 639,678 7,663,568
--------- --------- --------- --------- --------- --------- ----------
TOTAL DEPRECIATION - 3,022,870 2,967,418 2,968,187 2,970,751 2,970,751 2,971,521 35,620,821
========= ========= ========= ========= ========= ========= ==========
209 of 231 Venture - Confidential - DRAFT
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06
------ ------ ------ ------ ---- ------
DEPRECIATION SCHEDULE
EXISTING ASSETS
INCLUDES FIXED ASSETS, DEFERRED DESIGN
TOOLING:
Almont 285,417 285,417 285,417 285,417 1,141,666 106,810
Mold 260,360 260,360 260,360 260,360 1,041,441 212,602
--------- --------- --------- --------- ---------- ---------
Total Tooling 545,777 545,777 545,777 545,777 2,183,107 319,412
--------- --------- --------- --------- ---------- ---------
PRODUCTION
Conneaut 458,720 458,720 458,720 458,720 1,834,881 458,720
Grand Blanc 1,935,455 1,935,455 1,935,455 1,935,455 7,741,821 1,935,455
Grand Rapids 307,293 307,293 307,293 307,293 1,229,173 307,293
Groesbeck 414,326 414,326 414,326 414,326 1,657,305 414,326
Harper 282,492 282,492 282,492 282,492 1,129,969 282,492
Hartford 140,808 140,808 140,808 140,808 563,231 140,808
Hopkinsville 174,465 174,465 174,465 174,465 697,860 174,465
Lancaster 285,639 285,639 285,639 285,639 1,142,555 285,639
Malyn 70,030 70,030 70,030 70,030 280,118 70,030
Masonic 200,887 200,887 200,887 200,887 803,547 200,887
Seabrook 693,908 693,908 693,908 693,908 2,775,634 693,908
SMC 25,236 25,236 25,236 25,236 100,942 25,236
Wallaceburg 16,380
WK Project (Citation) 458,459 458,459 458,459 458,459 1,833,838 458,459
--------- --------- --------- --------- ---------- ---------
Total Production 5,447,719 5,447,719 5,447,719 5,447,719 21,807,255 5,447,719
--------- --------- --------- --------- ---------- ---------
SERVICE:
Bailey Corp. (29,453) (29,453) (29,453) (29,453) (117,810) (29,453)
Experience Mgmt. - - - - - -
Exterior SBU Admin - - - - - -
Interior SBU Admin 87,293 87,293 87,293 87,293 349,170 87,293
Service 411,416 411,416 411,416 411,416 1,645,665 411,416
Venture Leasing 51,649 51,649 51,649 51,649 206,596 51,649
VEMCO Leasing 187 187 187 187 748 187
Venture Holdings - - - - -
--------- --------- --------- --------- ---------- ---------
Total Service 521,092 521,092 521,092 521,092 2,084,369 521,092
--------- --------- --------- --------- ---------- ---------
INACTIVE:
Hillsdale 75,855 75,855 75,855 75,855 303,418 92,950
Madison (361) (361) (361) (361) (1,444) (361)
Portland (420) (420) (420) (420) (1,681) (420)
--------- --------- --------- --------- ---------- ---------
Total Inactive 75,073 75,073 75,073 75,073 300,293 92,168
--------- --------- --------- --------- ---------- ---------
OTHER DEPRECIATION:
Amortization of Acquisition Cost - Service 20,035 20,035 20,035 20,035 80,142 14,887
Depreciation of Software Cost - Service 404,537 404,537 404,537 404,537 1,618,148 368,216
Depreciation of Software Cost - Mold 639 639 639 639 2,557 -
Amortization of Financing Cost - Service 1,456,937 1,456,937 1,456,937 1,456,937 5,827,749 1,456,937
Current CIP -
--------- --------- --------- --------- ---------- ---------
Total Other Depreciation 1,882,149 1,882,149 1,882,149 1,882,149 7,528,597 1,840,040
--------- --------- --------- --------- ---------- ---------
TOTAL DEPRECIATION - 8,471,810 8,471,810 8,471,810 8,471,810 33,903,621 8,220,432
========= ========= ========= ========= ========== =========
JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ---- ---- ----
DEPRECIATION SCHEDULE
EXISTING ASSETS
INCLUDES FIXED ASSETS, DEFERRED DESIGN
TOOLING:
Almont 106,810 106,810 106,810 427,239 356,636 290,930
Mold 212,602 212,602 212,602 850,410 359,357 153,227
--------- --------- --------- ---------- ---------- ----------
Total Tooling 319,412 319,412 319,412 1,277,649 715,993 444,157
--------- --------- --------- ---------- ---------- ----------
PRODUCTION
Conneaut 458,720 458,720 458,720 1,834,881 1,834,881 1,834,881
Grand Blanc 1,935,455 1,935,455 1,935,455 7,741,821 7,741,821 7,741,821
Grand Rapids 307,293 307,293 307,293 1,229,173 1,229,173 1,229,173
Groesbeck 414,326 414,326 414,326 1,657,305 1,657,305 1,657,305
Harper 282,492 282,492 282,492 1,129,969 1,129,969 1,129,969
Hartford 140,808 140,808 140,808 563,231 563,231 563,231
Hopkinsville 174,465 174,465 174,465 697,860 697,860 697,860
Lancaster 285,639 285,639 285,639 1,142,555 1,142,555 1,142,555
Malyn 70,030 70,030 70,030 280,118 280,118 280,118
Masonic 200,887 200,887 200,887 803,547 803,547 803,547
Seabrook 693,908 693,908 693,908 2,775,634 2,775,634 2,775,634
SMC 25,236 25,236 25,236 100,942 100,942 100,942
Wallaceburg 16,380 16,380 16,380
WK Project (Citation) 458,459 458,459 458,459 1,833,838 1,833,838 1,833,838
--------- --------- --------- ---------- ---------- ----------
Total Production 5,447,719 5,447,719 5,447,719 21,807,255 21,807,255 21,807,255
--------- --------- --------- ---------- ---------- ----------
SERVICE:
Bailey Corp. (29,453) (29,453) (29,453) (117,810) (117,810) (117,810)
Experience Mgmt. - - - - - -
Exterior SBU Admin - - - - - -
Interior SBU Admin 87,293 87,293 87,293 349,170 349,170 349,170
Service 411,416 411,416 411,416 1,645,665 1,645,665 1,645,665
Venture Leasing 51,649 51,649 51,649 206,596 206,596 206,596
VEMCO Leasing 187 187 187 748 748 748
Venture Holdings - - -
--------- --------- --------- ---------- ---------- ----------
Total Service 521,092 521,092 521,092 2,084,369 2,084,369 2,084,369
--------- --------- --------- ---------- ---------- ----------
INACTIVE:
Hillsdale 92,950 92,950 92,950 371,798 617,636 445,082
Madison (361) (361) (361) (1,444) (1,444) (1,444)
Portland (420) (420) (420) (1,681) (1,681) (1,681)
--------- --------- --------- ---------- ---------- ----------
Total Inactive 92,168 92,168 92,168 368,673 614,511 441,957
--------- --------- --------- ---------- ---------- ----------
OTHER DEPRECIATION:
Amortization of Acquisition Cost - Service 14,887 14,887 14,887 59,547 9,179 -
Depreciation of Software Cost - Service 368,216 368,216 368,216 1,472,865 519,634
Depreciation of Software Cost - Mold - - -
Amortization of Financing Cost - Service 1,456,937 1,456,937 1,456,937 5,827,749 5,827,749 5,827,749
Current CIP - - -
--------- --------- --------- ---------- ---------- ----------
Total Other Depreciation 1,840,040 1,840,040 1,840,040 7,360,161 6,356,563 5,827,749
--------- --------- --------- ---------- ---------- ----------
TOTAL DEPRECIATION - 8,220,432 8,220,432 8,220,432 32,898,107 31,578,690 30,605,487
========= ========= ========= ========== ========== ==========
210 of 231 Venture - Confidential - DRAFT
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
------ ------ ------ ------ ------ ------
V. SG&A VARIABLE (CORPORATE ONLY)
COMMISSIONS ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
Revenue 1,092,000 1,376,000 1,715,000 147,356 354,524 169,410
Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
---------- --------- --------- --------- ---------- ----------
1,092,000 1,376,000 1,715,000 147,356 354,524 169,410
---------- --------- --------- --------- ---------- ----------
INTEREST EXPENSE (SEE DEBT TAB) 6,217 5,507 6,201 2,097 2,118 2,537
OEM DISCOUNT
Change Date 12/31/2006
OEM Revenue 635,000 893,000 884,000 723,000 692,000 908,000
Rate 2% 2% 2% 2% 2% 2%
---------- --------- --------- --------- ---------- ----------
635,000 893,000 884,000 723,000 692,000 908,000
---------- --------- --------- --------- ---------- ----------
OTHER EXPENSE/(INCOME)
Chrysler Price Concession 6,500,000
Fixed Asset Impairment - - - 2,861,000 - (390,000)
Unrealized Currency Exch. (1,642,000) 369,000 392,000 (903,000) (2,722,000) (584,000)
Cash in From SA & Aus.
Settlement on Lost Business
Discretionary Bonus Payments
One Time Rest Costs
Plant Shutdown & Launch Costs
Gain on Asset Sale
Goodwill Impairment
Other
---------- --------- --------- --------- ---------- ----------
Total Other (1,642,000) 369,000 6,892,000 1,958,000 (2,722,000) (974,000)
---------- --------- --------- --------- ---------- ----------
OTHER EXPENSE/(INCOME) - EBITDA IMPACT
Chrysler Price Concession - - 6,500,000 - - -
Fixed Asset Impairment - - - 2,861,000 - (390,000)
Unrealized Currency Exch. (1,638,000) 395,000 249,000 (944,000) (2,710,000) (749,000)
Cash in From SA & Aus.
Other Noncash Trans. - - - 34,000 496,000 (157,000)
Settlement on Lost Business
Discretionary Bonus Payments
One Time Rest Costs
Plant Shutdown & Launch Costs
Gain on Asset Sale - - - - - -
Goodwill Impairment
Other
---------- --------- --------- --------- ---------- ----------
Total Other (1,638,000) 395,000 6,749,000 1,951,000 (2,214,000) (1,296,000)
---------- --------- --------- --------- ---------- ----------
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ------ ----
V. SG&A VARIABLE (CORPORATE ONLY)
COMMISSIONS ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL
Revenue 140,930 7,120 7,660 13,727 11,170 13,000 5,047,897
Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
--------- --------- ---------- ---------- -------- ---------- ----------
140,930 7,120 7,660 13,727 11,170 13,000 5,047,897
--------- --------- ---------- ---------- -------- ---------- ----------
INTEREST EXPENSE (SEE DEBT TAB) 1,723 1,588 2,475 2,163 2,159 2,199 36,984
OEM DISCOUNT
Change Date 12/31/2006
OEM Revenue 561,000 568,000 641,000 644,360 779,000 581,000 8,509,360
Rate 2% 2% 2% 2% 2% 2% 100%
--------- --------- ---------- ---------- -------- ---------- ----------
561,000 568,000 641,000 644,360 779,000 581,000 8,509,360
--------- --------- ---------- ---------- -------- ---------- ----------
OTHER EXPENSE/(INCOME)
Chrysler Price Concession 6,500,000
Fixed Asset Impairment - - - - - 390,000 2,861,000
Unrealized Currency Exch. 1,008,000 1,750,000 (2,311,000) (1,175,938) (946,000) (1,130,000) (7,894,938)
Cash in From SA & Aus. -
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs -
Plant Shutdown & Launch Costs -
Gain on Asset Sale -
Goodwill Impairment 44,219,000 44,219,000
Other 17,021,000 17,021,000
--------- --------- ---------- ---------- -------- ---------- ----------
Total Other 1,008,000 1,750,000 (2,311,000) (1,175,938) (946,000) 60,500,000 62,706,062
--------- --------- ---------- ---------- -------- ---------- ----------
OTHER EXPENSE/(INCOME) - EBITDA IMPACT
Chrysler Price Concession - - - - - - 6,500,000
Fixed Asset Impairment - - - - - 390,000 2,861,000
Unrealized Currency Exch. 1,235,000 1,684,000 (2,543,000) (1,249,763) (867,000) (1,197,000) (8,334,763)
Cash in From SA & Aus. -
Other Noncash Trans. (53,000) (10,000) 3,000 12,654 13,000 7,000 345,654
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs -
Plant Shutdown & Launch Costs -
Gain on Asset Sale - - - - - - -
Goodwill Impairment 44,219,000 44,219,000
Other 17,021,000 17,021,000
--------- --------- ---------- ---------- -------- ---------- ----------
Total Other 1,182,000 1,674,000 (2,540,000) (1,237,109) (854,000) 60,440,000 62,611,891
--------- --------- ---------- ---------- -------- ---------- ----------
211 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
------ ------ ------ ------ ------ ------ ------
V. SG&A VARIABLE (CORPORATE ONLY)
COMMISSIONS ACTUAL ACTUAL ACTUAL
Revenue 889,118 (872,873) - 32,678,158 35,523,121 39,436,802 17,264,019
Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
-------- ---------- -------- ---------- ---------- ---------- ----------
889,118 (872,873) - - - - -
-------- ---------- -------- ---------- ---------- ---------- ----------
INTEREST EXPENSE (SEE DEBT TAB) 2,247 2,206 3,017 2,382 2,342 3,221 2,911
OEM DISCOUNT
Change Date 12/31/2006
OEM Revenue 757,246 1,039,699 997,249 28,444,001 30,836,163 33,816,760 14,253,198
Rate 2% 2% 2% 2% 2% 2% 2%
-------- ---------- -------- ---------- ---------- ---------- ----------
757,246 1,039,699 997,249 568,880 616,723 676,335 285,064
-------- ---------- -------- ---------- ---------- ---------- ----------
OTHER EXPENSE/(INCOME)
Chrysler Price Concession
Fixed Asset Impairment
Unrealized Currency Exch. (521,348) (1,165,242) (370,462)
Cash in From SA & Aus. (461,000)
Settlement on Lost Business
Discretionary Bonus Payments 333,333
One Time Rest Costs - - - -
Plant Shutdown & Launch Costs 134,100 161,000 364,300 220,000 220,000 275,000 220,000
Gain on Asset Sale - (1,162,130) (28,258)
Goodwill Impairment
Other
-------- ---------- -------- ---------- ---------- ---------- ----------
Total Other (387,248) (2,166,372) (34,420) 220,000 220,000 275,000 92,333
-------- ---------- -------- ---------- ---------- ---------- ----------
OTHER EXPENSE/(INCOME) - EBITDA IMPACT
Chrysler Price Concession - - - - - - -
Fixed Asset Impairment - - - - - - -
Unrealized Currency Exch. (453,016) (1,152,832) (586,000)
Cash in From SA & Aus. - - - (461,000)
Other Noncash Trans. 34,734 34,734 34,000 35,000 35,000 35,000 -
Settlement on Lost Business
Discretionary Bonus Payments
One Time Rest Costs - (1,262,130) - - - - -
Plant Shutdown & Launch Costs 134,100 161,000 364,300 220,000 220,000 275,000 220,000
Gain on Asset Sale - (1,162,130) (28,258) - - - -
Goodwill Impairment
Other
-------- ---------- -------- ---------- ---------- ---------- ----------
Total Other (284,182) (3,381,358) (215,958) 255,000 255,000 310,000 (241,000)
-------- ---------- -------- ---------- ---------- ---------- ----------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ----
V. SG&A VARIABLE (CORPORATE ONLY)
COMMISSIONS
Revenue 38,542,865 52,606,361 47,687,874 40,348,285 43,996,576 348,100,307
Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
---------- ---------- ---------- ---------- ---------- --------------
- - - - - 16,245
---------- ---------- ---------- ---------- ---------- --------------
INTEREST EXPENSE (SEE DEBT TAB) 2,973 2,986 3,094 3,092 3,108 33,579
OEM DISCOUNT
Change Date 12/31/2006
OEM Revenue 34,303,155 46,914,673 43,310,150 36,427,709 39,448,503 310,548,508.10
Rate 2% 2% 2% 2% 2% 3%
---------- ---------- ---------- ---------- ---------- --------------
686,063 938,293 866,203 728,554 788,970 8,949,281
---------- ---------- ---------- ---------- ---------- --------------
OTHER EXPENSE/(INCOME)
Chrysler Price Concession -
Fixed Asset Impairment -
Unrealized Currency Exch. (2,057,052)
Cash in From SA & Aus. (461,000) (461,000) (461,000) (461,000) (461,000) (2,766,000)
Settlement on Lost Business -
Discretionary Bonus Payments 333,333 333,333 333,333 333,333 333,333 2,000,000
One Time Rest Costs - - - - - -
Plant Shutdown & Launch Costs 220,000 275,000 220,000 220,000 275,000 2,804,400
Gain on Asset Sale (1,190,388)
Goodwill Impairment -
Other -
---------- ---------- ---------- ---------- ---------- --------------
Total Other 92,333 147,333 92,333 92,333 147,333 (1,209,040)
---------- ---------- ---------- ---------- ---------- --------------
OTHER EXPENSE/(INCOME) - EBITDA IMPACT
Chrysler Price Concession - - - - - -
Fixed Asset Impairment - - - - - -
Unrealized Currency Exch. (2,191,849)
Cash in From SA & Aus. (461,000) (461,000) (461,000) (461,000) (461,000) (2,766,000)
Other Noncash Trans. - - - - - 208,468
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs - - - - - (1,262,130)
Plant Shutdown & Launch Costs 220,000 275,000 220,000 220,000 275,000 2,804,400
Gain on Asset Sale - - - - - (1,190,388)
Goodwill Impairment -
Other -
---------- ---------- ---------- ---------- ---------- --------------
Total Other (241,000) (186,000) (241,000) (241,000) (186,000) (4,397,498)
---------- ---------- ---------- ---------- ---------- --------------
212 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06
------ ------ ------ ------ ---- ------
V. SG&A VARIABLE (CORPORATE ONLY)
COMMISSIONS
Revenue 139,072,852 135,364,194 111,542,551 115,278,476 501,258,073 128,372,061
Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
----------- ----------- ----------- ----------- -------------- -----------
- - - - - -
----------- ----------- ----------- ----------- -------------- -----------
INTEREST EXPENSE (SEE DEBT TAB) 9,313 8,934 9,168 9,407 36,823 9,137
OEM DISCOUNT
Change Date 12/31/2006
OEM Revenue 124,162,404 121,653,103 99,222,575 102,848,738 447,886,819.04 113,800,054
Rate 2% 2% 2% 2% 2% 2%
----------- ----------- ----------- ----------- -------------- -----------
2,483,248 2,433,062 1,984,451 2,056,975 8,957,736 2,276,001
----------- ----------- ----------- ----------- -------------- -----------
OTHER EXPENSE/(INCOME)
Chrysler Price Concession -
Fixed Asset Impairment -
Unrealized Currency Exch. -
Cash in From SA & Aus. (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750)
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs - - - - - -
Plant Shutdown & Launch Costs -
Gain on Asset Sale -
Goodwill Impairment -
Other -
----------- ----------- ----------- ----------- -------------- -----------
Total Other (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750)
----------- ----------- ----------- ----------- -------------- -----------
OTHER EXPENSE/(INCOME) - EBITDA IMPACT
Chrysler Price Concession - - - - - -
Fixed Asset Impairment - - - - - -
Unrealized Currency Exch. -
Cash in From SA & Aus. (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750)
Other Noncash Trans. -
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs - - - - - -
Plant Shutdown & Launch Costs - - - - - -
Gain on Asset Sale - - - - - -
Goodwill Impairment -
Other -
----------- ----------- ----------- ----------- -------------- -----------
Total Other (1,555,750) (1,555,750) (1,555,750) (1,555,750) (6,223,000) (1,829,750)
----------- ----------- ----------- ----------- -------------- -----------
JUN-06 SEP-06 DEC-06 2006 2007 2008
------ ------ ------ ---- ---- ----
V. SG&A VARIABLE (CORPORATE ONLY)
COMMISSIONS
Revenue 120,121,892 100,123,481 111,275,249 459,892,683 475,434,752 436,753,559
Percentage 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
----------- ----------- ----------- -------------- ----------- -----------
- - - - - -
----------- ----------- ----------- -------------- ----------- -----------
INTEREST EXPENSE (SEE DEBT TAB) 9,137 9,137 9,284 36,695 37,770 38,456
OEM DISCOUNT
Change Date 12/31/2006
OEM Revenue 106,627,976 87,798,286 98,840,292 407,066,608.22 422,587,573 383,884,234
Rate 2% 2% 2% 2% 1% 1%
----------- ----------- ----------- -------------- ----------- -----------
2,132,560 1,755,966 1,976,806 8,141,332 4,225,876 3,838,842
----------- ----------- ----------- -------------- ----------- -----------
OTHER EXPENSE/(INCOME)
Chrysler Price Concession -
Fixed Asset Impairment -
Unrealized Currency Exch. -
Cash in From SA & Aus. (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790)
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs - - - - - -
Plant Shutdown & Launch Costs -
Gain on Asset Sale -
Goodwill Impairment -
Other -
----------- ----------- ----------- -------------- ----------- -----------
Total Other (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790)
----------- ----------- ----------- -------------- ----------- -----------
OTHER EXPENSE/(INCOME) - EBITDA IMPACT
Chrysler Price Concession - - - - - -
Fixed Asset Impairment - - - - - -
Unrealized Currency Exch. -
Cash in From SA & Aus. (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790)
Other Noncash Trans. -
Settlement on Lost Business -
Discretionary Bonus Payments -
One Time Rest Costs - - - - - -
Plant Shutdown & Launch Costs - - - - - -
Gain on Asset Sale - - - - - -
Goodwill Impairment -
Other -
----------- ----------- ----------- -------------- ----------- -----------
Total Other (1,829,750) (1,829,750) (1,829,750) (7,319,000) (7,793,000) (8,026,790)
----------- ----------- ----------- -------------- ----------- -----------
213 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
------ ------ ------ ------ ------ ------ ------
BUILDING RENTS/USAGE FEES
PLANT TYPE TO:
RELATED PARTY
Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 22,200 22,200
Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 7,000
Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 7,000
Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 44,933 44,933
Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 3,133 3,133
Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 119,133 119,133
Bldg VAC 167,100 167,100 167,100 167,100 167,100 167,100 167,100
Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 16,100 16,100
Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 64,600 64,600
Usage Real Ven 58,867 58,867 58,867 58,867 58,867 58,867 58,867
Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 6,533 6,533
Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 28,300 28,300
Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 116,267 116,267
Bldg Real Estate 5,400 5,400 5,400 5,400 - 5,400 5,400
Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 24,800 24,800
Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 83,336 83,336
Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826)
Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274)
Service Bldg (Billed from Masonic) 5,274 5,274 5,274 5,274 5,274 5,174 5,174
Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 18,800 18,800
Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 7,000 7,000
Bldg Windall 7,000 7,000 7,000 7,000 7,000 7,000 7,000
Service Bldg Acropolis 1,632 4,611 4,399 3,053 (244) 2,958 -
Vent Lsg Deluxe (17,600) (17,600) (17,600) (17,600) (17,600) (17,600) (17,600)
Related Party Pmt
Adj. To Act 2,000 (1,000) 500
------- ------- ------- ------- ------- ------- -------
778,708 778,687 779,975 778,129 769,432 777,934 774,976
------- ------- ------- ------- ------- ------- -------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
------ ------ ------ ------ ------ ----
BUILDING RENTS/USAGE FEES
PLANT TYPE TO:
RELATED PARTY
Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 266,400
Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 84,000
Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 84,000
Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 539,196
Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 37,596
Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 1,429,596
Bldg VAC 167,100 167,100 167,100 167,100 167,100 2,005,200
Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 193,200
Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 775,200
Usage Real Ven 58,867 58,867 58,867 58,867 58,867 706,404
Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 78,396
Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 339,600
Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 1,395,204
Bldg Real Estate 5,400 5,400 5,400 5,400 5,400 59,400
Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 297,600
Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 1,000,032
Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (177,912)
Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (63,288)
Service Bldg (Billed from Masonic) 5,174 5,174 5,174 5,174 5,174 62,590
Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 225,600
Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 84,000
Bldg Windall 14,000 7,000 7,000 14,000 7,000 98,000
Service Bldg Acropolis 13,972 6,433 2,629 3,657 3,106 46,206
Vent Lsg Deluxe (17,600) (17,600) (17,599) (17,600) (17,600) (211,199)
Related Party Pmt -
-
Adj. To Act 1,500
-
------- ------- ------- ------- ------- ---------
795,948 781,409 777,606 785,633 778,082 9,356,520
------- ------- ------- ------- ------- ---------
214 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
------ ------ ------ ------ ------ ------
BUILDING RENTS/USAGE FEES
PLANT TYPE TO:
RELATED PARTY
Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 22,200
Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000
Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000
Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 44,933
Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 3,133
Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 119,133
Bldg VAC 167,100 167,100 167,100 167,100 167,100 167,100
Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 16,100
Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 64,600
Usage Real Ven 58,867 58,867 58,867 58,867 58,867 58,867
Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 6,533
Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 28,300
Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 116,267
Bldg Real Estate 5,400 5,400 5,400 5,400 5,400 5,400
Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 24,800
Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 83,336
Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826)
Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274)
Service Bldg (Billed from Masonic) 5,174 5,174 5,174 5,174 5,174 5,174
Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 18,800
Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 7,000
Bldg Windall 7,000 7,000 7,000 7,000 7,000 7,000
Service Bldg Acropolis 1,887 4,335 - 8,333 8,333 8,333
Vent Lsg Deluxe (17,600) (17,600) (17,600) (17,600) (17,600) (17,600)
Related Party Pmt (195,000) (175,000) (175,000)
Adj. To Act
-------- -------- -------- ------- ------- -------
581,863 604,312 599,976 783,309 783,309 783,309
-------- -------- -------- ------- ------- -------
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
------ ------ ------ ------ ------ ------ ----
BUILDING RENTS/USAGE FEES
PLANT TYPE TO:
RELATED PARTY
Seabrook Usage Heavy 22,200 22,200 22,200 22,200 22,200 22,200 266,400
Conneaut Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 84,000
Hartford Usage Heavy 7,000 7,000 7,000 7,000 7,000 7,000 84,000
Gr Rapids Usage Heavy 44,933 44,933 44,933 44,933 44,933 44,933 539,196
Hopkinsv Usage Heavy 3,133 3,133 3,133 3,133 3,133 3,133 37,596
Gr Blanc Usage Heavy 119,133 119,133 119,133 119,133 119,133 119,133 1,429,596
Bldg VAC 167,100 167,100 167,100 167,100 167,100 167,100 2,005,200
Bldg Farm/Country 16,100 16,100 16,100 16,100 16,100 16,100 193,200
Harper Usage Heavy 64,600 64,600 64,600 64,600 64,600 64,600 775,200
Usage Real Ven 58,867 58,867 58,867 58,867 58,867 58,867 706,404
Malyn Usage Heavy 6,533 6,533 6,533 6,533 6,533 6,533 78,396
Bldg Real Estate 28,300 28,300 28,300 28,300 28,300 28,300 339,600
Groesbeck Usage Heavy 116,267 116,267 116,267 116,267 116,267 116,267 1,395,204
Bldg Real Estate 5,400 5,400 5,400 5,400 5,400 5,400 64,800
Masonic Usage Equip Acq 24,800 24,800 24,800 24,800 24,800 24,800 297,600
Bldg Real Est Acq 83,336 83,336 83,336 83,336 83,336 83,336 1,000,032
Bldg (Billed to Deluxe) (14,826) (14,826) (14,826) (14,826) (14,826) (14,826) (177,912)
Bldg (Billed to Service) (5,274) (5,274) (5,274) (5,274) (5,274) (5,274) (63,288)
Service Bldg (Billed from Masonic) 5,174 5,174 5,174 5,174 5,174 5,174 62,091
Almont Usage Heavy 18,800 18,800 18,800 18,800 18,800 18,800 225,600
Bldg Real Estate 7,000 7,000 7,000 7,000 7,000 7,000 84,000
Bldg Windall 7,000 7,000 7,000 7,000 7,000 7,000 84,000
Service Bldg Acropolis 8,333 8,333 8,333 8,333 8,333 58,333 131,222
Vent Lsg Deluxe (17,600) (17,600) (17,600) (17,600) (17,600) (17,600) (211,200)
Related Party Pmt (545,000)
-
Adj. To Act -
-
------- ------- ------- ------- ------- ------- ---------
783,309 783,309 783,310 783,310 783,310 833,310 8,885,937
------- ------- ------- ------- ------- ------- ---------
215 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06 JUN-06
------ ------ ------ ------ ---- ------ ------
BUILDING RENTS/USAGE FEES
PLANT TYPE TO:
RELATED PARTY
Seabrook Usage Heavy 66,600 66,600 66,600 66,600 266,400 66,600 66,600
Conneaut Usage Heavy 21,000 21,000 21,000 21,000 84,000 21,000 21,000
Hartford Usage Heavy 21,000 21,000 21,000 21,000 84,000 21,000 21,000
Gr Rapids Usage Heavy 134,799 134,799 134,799 134,799 539,196 134,799 134,799
Hopkinsv Usage Heavy 9,399 9,399 9,399 9,399 37,596 9,399 9,399
Gr Blanc Usage Heavy 357,399 357,399 357,399 357,399 1,429,596 357,399 357,399
Bldg VAC 501,300 501,300 501,300 501,300 2,005,200 501,300 501,300
Bldg Farm/Country 48,300 48,300 48,300 48,300 193,200 48,300 48,300
Harper Usage Heavy 193,800 193,800 193,800 193,800 775,200 193,800 193,800
Usage Real Ven 176,601 176,601 176,601 176,601 706,404 176,601 176,601
Malyn Usage Heavy 19,599 19,599 19,599 19,599 78,396 19,599 19,599
Bldg Real Estate 84,900 84,900 84,900 84,900 339,600 84,900 84,900
Groesbeck Usage Heavy 348,801 348,801 348,801 348,801 1,395,204 348,801 348,801
Bldg Real Estate 16,200 16,200 16,200 16,200 64,800 16,200 16,200
Masonic Usage Equip Acq 74,400 74,400 74,400 74,400 297,600 74,400 74,400
Bldg Real Est Acq 250,008 250,008 250,008 250,008 1,000,032 250,008 250,008
Bldg (Billed to Deluxe) (44,478) (44,478) (44,478) (44,478) (177,912) (44,478) (44,478)
Bldg (Billed to Service) (15,822) (15,822) (15,822) (15,822) (63,288) (15,822) (15,822)
Service Bldg (Billed from Masonic) 15,523 15,523 15,523 15,523 62,093 15,523 15,523
Almont Usage Heavy 56,400 56,400 56,400 56,400 225,600 56,400 56,400
Bldg Real Estate 21,000 21,000 21,000 21,000 84,000 21,000 21,000
Bldg Windall 21,000 21,000 21,000 21,000 84,000 21,000 21,000
Service Bldg Acropolis 75,000 75,000 75,000 75,000 300,000 75,000 75,000
Vent Lsg Deluxe (52,800) (52,800) (52,800) (52,800) (211,200) (52,800) (52,800)
Related Party Pmt -
- - - - - - -
Adj. To Act - - - - - - -
- - - - - - -
--------- --------- --------- --------- --------- --------- ---------
2,399,929 2,399,929 2,399,929 2,399,929 9,599,717 2,399,929 2,399,929
--------- --------- --------- --------- --------- --------- ---------
SEP-06 DEC-06 2006 2007 2008
------ ------ ---- ---- ----
BUILDING RENTS/USAGE FEES
PLANT TYPE TO:
RELATED PARTY
Seabrook Usage Heavy 66,600 66,600 266,400 266,400 266,400
Conneaut Usage Heavy 21,000 21,000 84,000 84,000 84,000
Hartford Usage Heavy 21,000 21,000 84,000 84,000 84,000
Gr Rapids Usage Heavy 134,799 134,799 539,196 539,196 539,196
Hopkinsv Usage Heavy 9,399 9,399 37,596 37,596 37,596
Gr Blanc Usage Heavy 357,399 357,399 1,429,596 1,429,596 1,429,596
Bldg VAC 501,300 501,300 2,005,200 2,005,200 2,005,200
Bldg Farm/Country 48,300 48,300 193,200 193,200 193,200
Harper Usage Heavy 193,800 193,800 775,200 775,200 775,200
Usage Real Ven 176,601 176,601 706,404 706,404 706,404
Malyn Usage Heavy 19,599 19,599 78,396 78,396 78,396
Bldg Real Estate 84,900 84,900 339,600 339,600 339,600
Groesbeck Usage Heavy 348,801 348,801 1,395,204 1,395,204 1,395,204
Bldg Real Estate 16,200 16,200 64,800 64,800 64,800
Masonic Usage Equip Acq 74,400 74,400 297,600 297,600 297,600
Bldg Real Est Acq 250,008 250,008 1,000,032 1,000,032 1,000,032
Bldg (Billed to Deluxe) (44,478) (44,478) (177,912) (177,912) (177,912)
Bldg (Billed to Service) (15,822) (15,822) (63,288) (63,288) (63,288)
Service Bldg (Billed from Masonic) 15,523 15,523 62,093 62,093 62,093
Almont Usage Heavy 56,400 56,400 225,600 225,600 225,600
Bldg Real Estate 21,000 21,000 84,000 84,000 84,000
Bldg Windall 21,000 21,000 84,000 84,000 84,000
Service Bldg Acropolis 75,000 75,000 300,000 300,000 300,000
Vent Lsg Deluxe (52,800) (52,800) (211,200) (211,200) (211,200)
Related Party Pmt -
- - - - -
Adj. To Act - - - - -
- - - - -
--------- --------- --------- --------- ---------
2,399,929 2,399,929 9,599,717 9,599,717 9,599,717
--------- --------- --------- --------- ---------
216 of 231 Venture - Confidential - DRAFT
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03
--------- --------- --------- --------- --------- ---------
THIRD PARTY - INCLUDES HARPER 3RD PARTY RENT
3RD PARTY RENT
Grand Bldg First Industrial 200,794 200,794 200,794 200,794 200,794 200,794
Groesbeck Warehouse Richard T. Gordon 77,493 93,336 77,492 77,493 93,336 77,493
Grand Bldg Allen Storage - - - - - 3,750
Harper Bldg Harper Prop 167,583 167,583 167,583 167,583 167,583 167,583
Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412
Bldg Marsh Industrial 4,800 4,800 4,800 12,515 4,800 4,800
Warehouse Eagle
Conneaut Bldg GMA Storage 2,924 2,574 2,924 2,924 2,924 2,924
Hoffman Riggers 942 - 1,885
Lancaster Bldg Marko 2,940 2,860 2,860 2,860 - 2,820
Warehouse Walnut
WK Bldg Citation
Masonic Bldg Deluxe Development
Service STC (15 Mile) Charrington Estates 51,825 51,825 51,825 51,825 45,862 45,862
Service A Young office Ford Motor 5,257 5,257 5,248 - - -
Service Doreka Distefano 7,130 7,130 7,130 7,130 4,991 4,991
Service Warehouse Pronto Properties 4,354 4,354 7,291 - 4,452 4,452
Service Warehouse Woodward Manchester 20,882 20,882 47,408 - 16,296 25,062
Other 3rd Party Rent Various 56,000 61,000 47,000 75,000 21,000 58,000
--------- --------- --------- --------- --------- ---------
TOTAL EXPENSE TO TRUST 622,394 642,807 642,767 619,478 582,450 620,828
--------- --------- --------- --------- --------- ---------
INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level.
RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA)
Almont Bldg Vent Lsg 35,460 35,460 35,460 35,460 35,460 35,460
Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000
Malyn Equip Vent Lsg 40,000 40,000 40,000 40,000 40,000 40,000
Bldg Vent Lsg 6,500 6,500 6,500 6,500 6,500 6,500
Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000
Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000
Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 28,529 14,264
--------- --------- --------- --------- --------- ---------
TOTAL EXPENSE 289,224 289,224 289,224 274,960 303,489 289,224
--------- --------- --------- --------- --------- ---------
TOTAL EXPENSE 1,690,326 1,710,718 1,711,966 1,672,567 1,655,371 1,687,986
========= ========= ========= ========= ========= =========
Corporate SG&A 778,708 778,687 779,975 778,129 769,432 777,934
JUL-03 AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- --------- --------- ----------
THIRD PARTY - INCLUDES HARPER 3RD PARTY RENT
3RD PARTY RENT
Grand Bldg First Industrial 200,794 200,794 200,794 171,953 171,953 171,953 2,323,006
Groesbeck Warehouse Richard T. Gordon 77,493 77,493 77,493 77,493 137,188 77,493 1,021,296
Grand Bldg Allen Storage - - - - - - 3,750
Harper Bldg Harper Prop 167,583 167,583 26,667 100,000 100,000 100,000 1,667,331
Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412 244,944
Bldg Marsh Industrial 4,800 4,800 (1,200) 1,800 1,800 1,800 50,315
Warehouse Eagle 2,250 - - - - 2,250
Conneaut Bldg GMA Storage 2,924 2,924 2,924 2,924 2,924 2,924 34,738
Hoffman Riggers 942 - 1,885 942 942 942 8,481
Lancaster Bldg Marko - 2,340 800 800 800 800 19,880
Warehouse Walnut 240 80 - - - 320
WK Bldg Citation -
Masonic Bldg Deluxe Development -
Service STC (15 Mile) Charrington Estates 45,862 45,862 45,862 45,862 45,862 30,587 558,921
Service A Young office Ford Motor - - - - - - 15,762
Service Doreka Distefano 4,991 4,991 4,991 4,991 4,991 4,991 68,448
Service Warehouse Pronto Properties 4,452 5,937 5,937 5,937 7,124 7,124 61,417
Service Warehouse Woodward Manchester 20,883 26,625 43,038 8,435 19,144 19,144 267,796
Other 3rd Party Rent Various 58,000 28,000 20,000 139,000 (16,000) 77,000 624,000
-
-
-
--------- --------- --------- --------- --------- --------- ----------
TOTAL EXPENSE TO TRUST 609,136 590,251 449,683 580,550 497,140 515,170 6,972,654
--------- --------- --------- --------- --------- --------- ----------
INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level.
RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA)
Almont Bldg Vent Lsg 35,460 35,460 35,460 70,920 35,460 35,460 460,980
Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000 900,000
Malyn Equip Vent Lsg 40,000 40,000 40,000 80,000 40,000 40,000 520,000
Bldg Vent Lsg 6,500 6,500 6,500 13,000 6,500 6,500 84,500
Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000 960,000
Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000 456,000
Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 14,264 14,264 14,264 171,169
-
-
-
--------- --------- --------- --------- --------- --------- ----------
TOTAL EXPENSE 289,224 289,224 289,224 371,184 289,224 289,224 3,552,649
--------- --------- --------- --------- --------- --------- ----------
TOTAL EXPENSE 1,673,336 1,675,423 1,520,316 1,729,340 1,571,997 1,582,476 19,881,823
========= ========= ========= ========= ========= ========= ==========
Corporate SG&A 774,976 795,948 781,409 777,606 785,633 778,082
Note: Item not booked:
Not currently being charged and not included in budget
Almont (Commerce) Real Estate
Venture-Confidential-DRAFT
217 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04
--------- --------- --------- --------- --------- ---------
THIRD PARTY - INCLUDES HARPER 3RD
3RD PARTY RENT
Grand Bldg First Industrial 171,953 171,953 171,953 200,794 200,794 200,794
Groesbeck Warehouse Richard T. Gordon 77,493 77,493 77,493 77,493 77,493 77,493
Grand Bldg Allen Storage - - - - - -
Harper Bldg Harper Prop 100,000 100,000 100,000 100,000 100,000 100,000
Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412
Bldg Marsh Industrial 1,800 1,800 1,800 2,025 2,025 2,025
Warehouse Eagle - - - - - -
Conneaut Bldg GMA Storage 2,924 2,924 - 2,924 2,924 2,924
Hoffman Riggers - 1,885 - 1,885 1,885 1,885
Lancaster Bldg Marko 800 800 800
Warehouse Walnut 80 80 80
WK Bldg Citation -
Masonic Bldg Deluxe Development 15,000 - -
Service STC (15 Mile) Charrington Estates 45,862 45,862 45,862 45,862 45,862 45,862
Service A Young office Ford Motor - - - - - -
Service Doreka Distefano 4,991 4,991 4,991 - - -
Service Warehouse Pronto Properties 7,124 7,124 7,520 5,937 5,937 5,937
Service Warehouse Woodward Manchester - - - 43,038 43,038 43,038
Other 3rd Party Rent Various 87,000 75,000 175,000 28,500 28,500 28,500
--------- --------- --------- --------- --------- ---------
TOTAL EXPENSE TO TRUST 534,559 509,444 605,031 529,750 529,750 529,750
--------- --------- --------- --------- --------- ---------
INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level.
RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA)
Almont Bldg Vent Lsg 35,460 35,460 35,460 35,460 35,460 35,460
Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000
Malyn Equip Vent Lsg 40,000 40,000 40,000 40,000 40,000 40,000
Bldg Vent Lsg 6,500 6,500 6,500 6,500 6,500 6,500
Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000
Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000
Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 14,264 14,264 14,264
--------- --------- --------- --------- --------- ---------
TOTAL EXPENSE 289,224 289,224 289,224 289,224 289,224 289,224
--------- --------- --------- --------- --------- ---------
TOTAL EXPENSE 1,405,647 1,402,980 1,494,232 1,602,283 1,602,283 1,602,283
========= ========= ========= ========= ========= =========
Corporate SG&A 581,863 604,312 599,976 783,309 783,309 783,309
JUL-04 AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- --------- --------- --------- --------- ----------
THIRD PARTY - INCLUDES HARPER 3RD
3RD PARTY RENT
Grand Bldg First Industrial 200,794 200,794 200,794 200,794 200,794 200,794 2,323,006
Groesbeck Warehouse Richard T. Gordon 77,493 77,493 77,493 77,493 77,493 77,493 929,916
Grand Bldg Allen Storage - - - - - - -
Harper Bldg Harper Prop 100,000 100,000 100,000 100,000 100,000 100,000 1,200,000
Hopkinsville Bldg MCR Properties 20,412 20,412 20,412 20,412 20,412 20,412 244,944
Bldg Marsh Industrial 2,025 2,025 2,025 2,025 2,025 2,025 23,625
Warehouse Eagle - - - - - - -
Conneaut Bldg GMA Storage 2,924 2,924 2,924 2,924 2,924 2,924 32,164
Hoffman Riggers 1,885 1,885 1,885 1,885 1,885 1,885 18,848
Lancaster Bldg Marko 800 800 800 800 800 800 7,200
Warehouse Walnut 80 80 80 80 80 80 720
WK Bldg Citation -
Masonic Bldg Deluxe Development 15,000
Service STC (15 Mile) Charrington Estates 45,862 45,862 45,862 45,862 45,862 45,862 550,344
Service A Young office Ford Motor - - - -
Service Doreka Distefano - - - - - - 14,973
Service Warehouse Pronto Properties 5,937 5,937 5,937 5,937 5,937 5,937 75,203
Service Warehouse Woodward Manchester 43,038 43,038 43,038 43,038 43,038 43,038 387,341
Other 3rd Party Rent Various 28,500 28,500 28,500 28,500 28,500 28,500 593,500
-
-
-
--------- --------- --------- --------- --------- --------- ----------
TOTAL EXPENSE TO TRUST 529,750 529,750 529,750 529,750 529,750 529,750 6,416,784
--------- --------- --------- --------- --------- --------- ----------
INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level.
RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA)
Almont Bldg Vent Lsg 35,460 35,460 35,460 35,460 35,460 35,460 425,520
Gr Blanc Equip Vemco Lsg 75,000 75,000 75,000 75,000 75,000 75,000 900,000
Malyn Equip Vent Lsg 40,000 40,000 40,000 40,000 40,000 40,000 480,000
Bldg Vent Lsg 6,500 6,500 6,500 6,500 6,500 6,500 78,000
Groesbeck Equip Vent Lsg 80,000 80,000 80,000 80,000 80,000 80,000 960,000
Bldg Vent Lsg 38,000 38,000 38,000 38,000 38,000 38,000 456,000
Wallaceburg Bldg Vent Lsg 14,264 14,264 14,264 14,264 14,264 14,264 171,168
-
-
-
--------- --------- --------- --------- --------- --------- ----------
TOTAL EXPENSE 289,224 289,224 289,224 289,224 289,224 289,224 3,470,688
--------- --------- --------- --------- --------- --------- ----------
TOTAL EXPENSE 1,602,283 1,602,284 1,602,284 1,602,284 1,602,284 1,652,284 18,773,409
========= ========= ========= ========= ========= ========= ==========
Corporate SG&A 783,309 783,309 783,310 783,310 783,310 833,310
Note: Item not booked:
Not currently being charged and not
Almont (Commerce) Real Estate
Venture-Confidential-DRAFT
218 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005 MAR-06
--------- --------- --------- --------- ---------- ---------
THIRD PARTY - INCLUDES HARPER 3RD
3RD PARTY RENT
Grand Bldg First Industrial 602,382 602,382 602,382 602,382 2,409,528 602,382
Groesbeck Warehouse Richard T. Gordon 232,479 232,479 232,479 232,479 929,916 232,479
Grand Bldg Allen Storage - - - - - -
Harper Bldg Harper Prop 300,000 300,000 300,000 300,000 1,200,000 300,000
Hopkinsville Bldg MCR Properties 61,236 61,236 61,236 61,236 244,944 61,236
Bldg Marsh Industrial 6,075 6,075 6,075 6,075 24,300 6,075
Warehouse Eagle - - - - - -
Conneaut Bldg GMA Storage 8,772 8,772 8,772 8,772 35,088 8,772
Hoffman Riggers 5,654 5,654 5,654 5,654 22,617 5,654
Lancaster Bldg Marko 2,400 2,400 2,400 2,400 9,600 2,400
Warehouse Walnut 240 240 240 240 960 240
WK Bldg Citation - - -
Masonic Bldg Deluxe Development -
Service STC (15 Mile) Charrington Estates 137,586 137,586 137,586 137,586 550,344 137,586
Service A Young office Ford Motor - - - - - -
Service Doreka Distefano - - - - - -
Service Warehouse Pronto Properties 17,812 17,812 17,812 17,812 71,249 17,812
Service Warehouse Woodward Manchester 129,113 129,113 129,113 129,113 516,453 129,113
Other 3rd Party Rent Various 85,500 85,500 85,500 85,500 342,000 85,500
- - - - - -
- - - - - -
- - - - - -
--------- --------- --------- --------- ---------- ---------
TOTAL EXPENSE TO TRUST 1,589,250 1,589,250 1,589,250 1,589,250 6,356,999 1,589,250
--------- --------- --------- --------- ---------- ---------
INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level.
RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA)
Almont Bldg Vent Lsg 106,380 106,380 106,380 106,380 425,520 106,380
Gr BlancEquip Vemco Lsg 225,000 225,000 225,000 225,000 900,000 225,000
Malyn Equip Vent Lsg 120,000 120,000 120,000 120,000 480,000 120,000
Bldg Vent Lsg 19,500 19,500 19,500 19,500 78,000 19,500
Groesbeck Equip Vent Lsg 240,000 240,000 240,000 240,000 960,000 240,000
Bldg Vent Lsg 114,000 114,000 114,000 114,000 456,000 114,000
Wallaceburg Bldg Vent Lsg 42,792 42,792 42,792 42,792 171,168 42,792
- - - - - -
- - - - - -
- - - - - -
--------- --------- --------- --------- ---------- ---------
TOTAL EXPENSE 867,672 867,672 867,672 867,672 3,470,688 867,672
--------- --------- --------- --------- ---------- ---------
TOTAL EXPENSE 4,856,851 4,856,851 4,856,851 4,856,851 19,427,404 4,856,851
========= ========= ========= ========= ========== =========
Corporate SG&A 2,399,929 2,399,929 2,399,929 2,399,929 2,399,929
JUN-06 SEP-06 DEC-06 2006 2007 2008
--------- --------- --------- ---------- ---------- ----------
THIRD PARTY - INCLUDES HARPER 3RD
3RD PARTY RENT
Grand Bldg First Industrial 602,382 602,382 602,382 2,409,528 2,409,528 2,409,528
Groesbeck Warehouse Richard T. Gordon 232,479 232,479 232,479 929,916 929,916 929,916
Grand Bldg Allen Storage - - - - - -
Harper Bldg Harper Prop 300,000 300,000 300,000 1,200,000 1,200,000 1,200,000
Hopkinsville Bldg MCR Properties 61,236 61,236 61,236 244,944 244,944 244,944
Bldg Marsh Industrial 6,075 6,075 6,075 24,300 24,300 24,300
Warehouse Eagle - - - - - -
Conneaut Bldg GMA Storage 8,772 8,772 8,772 35,088 35,088 35,088
Hoffman Riggers 5,654 5,654 5,654 22,617 22,617 22,617
Lancaster Bldg Marko 2,400 2,400 2,400 9,600 9,600 9,600
Warehouse Walnut 240 240 240 960 960 960
WK Bldg Citation - - -
Masonic Bldg Deluxe Development -
Service STC (15 Mile) Charrington Estates 137,586 137,586 137,586 550,344 550,344 550,344
Service A Young office Ford Motor - - - - - -
Service Doreka Distefano - - - - - -
Service Warehouse Pronto Properties 17,812 17,812 17,812 71,249 71,249 71,249
Service Warehouse Woodward Manchester 129,113 129,113 129,113 516,453 516,453 516,453
Other 3rd Party Rent Various 85,500 85,500 85,500 342,000 342,000 342,000
- - - - - -
- - - - - -
- - - - - -
--------- --------- --------- ---------- ---------- ----------
TOTAL EXPENSE TO TRUST 1,589,250 1,589,250 1,589,250 6,356,999 6,356,999 6,356,999
--------- --------- --------- ---------- ---------- ----------
INSIDE TRUST Inside Trust rents & usage fees are eliminated at the corporate level.
RELATED PARTY RENT (THESE CHARGES ARE ELIMINATED IN THE CONSOLIDATION OF VENTURE NORTH AMERICA)
Almont Bldg Vent Lsg 106,380 106,380 106,380 425,520 425,520 425,520
Gr BlancEquip Vemco Lsg 225,000 225,000 225,000 900,000 900,000 900,000
Malyn Equip Vent Lsg 120,000 120,000 120,000 480,000 480,000 480,000
Bldg Vent Lsg 19,500 19,500 19,500 78,000 78,000 78,000
Groesbeck Equip Vent Lsg 240,000 240,000 240,000 960,000 960,000 960,000
Bldg Vent Lsg 114,000 114,000 114,000 456,000 456,000 456,000
Wallaceburg Bldg Vent Lsg 42,792 42,792 42,792 171,168 171,168 171,168
- - - - - -
- - - - - -
- - - - - -
--------- --------- --------- ---------- ---------- ----------
TOTAL EXPENSE 867,672 867,672 867,672 3,470,688 3,470,688 3,470,688
--------- --------- --------- ---------- ---------- ----------
TOTAL EXPENSE 4,856,851 4,856,851 4,856,851 19,427,404 19,427,404 19,427,404
========= ========= ========= ========== ========== ==========
Corporate SG&A 2,399,929 2,399,929 2,399,929 9,599,717 9,599,717
Note: Item not booked:
Not currently being charged and not
Almont (Commerce) Real Estate
Venture-Confidential-DRAFT
219 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
PROFESSIONAL FEES JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
--------- --------- --------- --------- --------- --------- ---------
Restructuring:
cu - Chrysler Prof. Fees (BBK) - 50,692 37,494 110,603 115,000 5,447 42,996
cu - Ford Prof. Fees (Stout, Risius, Ross - - 54,806 63,257 50,000 33,191 48,383
cu - GM Prof. Fees (BBK & Honigman) 152,434 - 138,721 242,735 166,377 (44,412) 100,000
u - Chanin Capital - 172,485 205,616 197,723 150,000 - 150,000
u - Akin, Gump, Strauss, Hauer 71,687 253,772 219,284 210,000 260,000 75,101 311,380
cl - Foley & Lardner - - - - - - -
u - Pepper Hamilton - - - - 100,000 93,574 100,000
cc - Conway Mackenzie & Dunleavy 339,647 475,701 498,340 500,000 435,930 251,925 511,146
cl - Dykema Gossett 111,715 275,007 377,745 400,000 252,833 226,475 163,952
cbh - Jefferies & Company 150,000 160,458 150,000 150,000 156,726 153,055 152,512
cc - Erman, Teicher, Mill - - - - - 6,595 -
s - Bank One Fees (11,238) - - 625,000 - - -
s - JP Morgan -
s - Exit Financing Fees - - - - - - -
s - Black Diamond-Title Ins-Bank One Fees - - - -
s - Dickinson Wright, PLLC - - 40,181 25,000 23,415 (15,251) -
s - Sidley Austin Brown & Wood - - - - - - -
s - Ernst & Young 76,667 249,575 302,676 250,000 250,000 55,972 385,123
e - Clifford Chance Ponder 57,789 - 29,369 26,547 53,041 (25,387) 504
e - Emgassen & Co. - - 50,117 50,000 50,000 (50,000) -
e - Hengeler Mueller - 223,145 86,186 31,970 25,000 (25,000) -
e - Jeantet Associes - - 33,042 - - - -
e - Krischer, Gerhard - 2,727 - - - - -
e - Norr Stiefenhofer Lutz - - 5,672 - - - -
e - Roland Berger Strategy - 108,420 8,282 - - - -
e - Rossbach & Fischer - - 12,605 - - - -
e - White & Case - 9,813 - - - - -
oth - CSC (Foley Lardner - Doc. Fee Service)
oth - Benchmark Depository
oth - Jim Butler
oth - Global Corporate
oth - Investigative Services
oth - US Trustee (Quarterly Fee)
oth - Veritext (Depositions)
cbh - Innisfree - - 11,045 - - - -
bk - Trumbull Associates 10,000 - - - 10,000 (10,000) -
oth - ADP Investor - 1,010 - - - - -
e - Exchange Rate Differential - - - - - - -
oth - Hopkins Forman & Gird - - - - - 495 3,375
oth - Hylind - - - - 3,470 - -
mgt - Ken Anderson - - 18,000 - (18,000) - -
oth - Korn/Ferry International - - - - - - 102,000
oth - Leiberman Bradley, P.C. - - - - - - -
oth - US Trustee - - - - 2,750 - -
mgt - Horst Gelmacher - - - - - - 4,469
oth - Malleson Stephen JAG - - - - - - -
oth - Other - - - - 20,000 (20,000) -
oth - Squire Sanders & Dem - - - - - 2,954 -
mgt - Day Technologies - - - - - 75,500 -
mgt - Success fees - Management Retention - - - - - - -
mov - Moving cost Doreka, STC and GR - - - - - - -
lease - Lease Claims - unsecured - - - - - - -
lease - Lease Claims - Administrative - - - - - - -
dir - Director consulting fees - - - - - (20,500) -
oth - Other - - - - - - -
s - Hawkpoint Partners - - - - - - -
oth - Doren Mayhew - - - - - - -
cbh - Freshfields, Bruckhaus, Deringer - - - - - - -
------- --------- --------- --------- --------- ------- ---------
Total Restructuring 958,701 1,982,805 2,279,182 2,882,835 2,106,542 769,734 2,075,841
------- --------- --------- --------- --------- ------- ---------
PROFESSIONAL FEES AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- --------- ----------
Restructuring:
cu - Chrysler Prof. Fees (BBK) 29,253 25,397 50,821 - - 467,704
cu - Ford Prof. Fees (Stout, Risius, - 69,765 62,682 - 204,099 586,183
cu - GM Prof. Fees (BBK & Honigman) - 100,000 - 263,991 - 1,119,844
u - Chanin Capital 150,000 150,000 248,278 105,925 (5,925) 1,524,102
u - Akin, Gump, Strauss, Hauer 200,000 (47,031) (32,782) 120,000 525,549 2,166,960
cl - Foley & Lardner - - 945,298 150,000 1,574,886 2,670,184
u - Pepper Hamilton 100,000 (85,218) 45,849 43,848 142,360 540,415
cc - Conway Mackenzie & Dunleavy 350,000 787,662 429,176 400,000 610,849 5,590,378
cl - Dykema Gossett 300,000 212,847 (187,818) 100,000 (150,338) 2,082,419
cbh - Jefferies & Company 150,000 159,757 159,089 150,000 164,721 1,856,318
cc - Erman, Teicher, Mill - 11,036 6,109 2,510 17,807 44,056
s - Bank One Fees - - - - - 613,762
s - JP Morgan -
s - Exit Financing Fees - 350,000 - - (350,000) -
s - Black Diamond-Title Ins-Bank One Fees - - - -
s - Dickinson Wright, PLLC 27,727 - - - - 101,072
s - Sidley Austin Brown & Wood 286,843 - - 1,401,799 200,000 1,888,642
s - Ernst & Young 221,770 149,846 268,565 154,659 373,002 2,737,855
e - Clifford Chance Ponder 2,424 5,370 - - - 149,656
e - Emgassen & Co. - - - - - 100,117
e - Hengeler Mueller - - - - - 341,302
e - Jeantet Associes - - - 15,669 13,271 61,982
e - Krischer, Gerhard - - - - - 2,727
e - Norr Stiefenhofer Lutz - - - - - 5,672
e - Roland Berger Strategy - - - - - 116,702
e - Rossbach & Fischer - - - - - 12,605
e - White & Case - - - - - 9,813
oth - CSC (Foley Lardner - Doc. Fee Service) - - - -
oth - Benchmark Depository - - - -
oth - Jim Butler - - - -
oth - Global Corporate - - - -
oth - Investigative Services - - - -
oth - US Trustee (Quarterly Fee) - - - -
oth - Veritext (Depositions) - - - -
cbh - Innisfree - - - - - 11,045
bk - Trumbull Associates - - - - 225,471 235,471
oth - ADP Investor - - - - - 1,010
e - Exchange Rate Differential 8,418 - (655) - - 7,762
oth - Hopkins Forman & Gird - 776 7,261 6,078 1,348 19,332
oth - Hylind - - - - - 3,470
mgt - Ken Anderson - - - - - -
oth - Korn/Ferry International - - - - - 102,000
oth - Leiberman Bradley, P.C. - - - - - -
oth - US Trustee 59,250 - 59,250 - 2,000 123,250
mgt - Horst Gelmacher - - - - - 4,469
oth - Malleson Stephen JAG - 5,930 - - - 5,930
oth - Other - - - 708,020 709,035 1,417,055
oth - Squire Sanders & Dem - 1,498 621 - - 5,073
mgt - Day Technologies - - 25,000 - - 100,500
mgt - Success fees - Management Retention - - - - - -
mov - Moving cost Doreka, STC and GR - - - - - -
lease - Lease Claims - unsecured - - - - - -
lease - Lease Claims - Administrative - - - - - -
dir - Director consulting fees - - - - - (20,500)
oth - Other - - - - - -
s - Hawkpoint Partners - - 357,798 50,000 44,320 452,117
oth - Doren Mayhew - - 339,345 170,000 551,193 1,060,537
cbh - Freshfields, Bruckhaus, Deringer 136,000 27,483 58,828 31,751 14,938 269,000
--------- --------- --------- --------- --------- ----------
Total Restructuring 2,021,684 1,925,118 2,842,714 3,874,250 4,868,584 28,587,990
--------- --------- --------- --------- --------- ----------
Venture-Confidential-DRAFT
220 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
PROFESSIONAL FEES JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
--------- --------- --------- --------- --------- ---------- ---------
Restructuring:
cu - Chrysler Prof. Fees (BBK) - - - - - - -
cu - Ford Prof. Fees (Stout, Risius, Ross 100,000 100,000 100,000 100,000 100,000 100,000 -
cu - GM Prof. Fees (BBK & Honigman) 200,000 200,000 112,919 112,919 112,919 112,919 -
u - Chanin Capital 110,886 111,672 132,434 132,434 132,434 132,434 -
u - Akin, Gump, Strauss, Hauer 1,094,759 157,947 227,552 227,552 227,552 227,552 -
cl - Foley & Lardner 424,001 168,940 526,554 526,554 526,554 526,554 -
u - Pepper Hamilton (28,471) 42,811 61,622 61,622 61,622 61,622 -
cc - Conway Mackenzie & Dunleavy 280,973 (8,372) 26,255 26,255 26,255 26,255 -
cl - Dykema Gossett 9,903 9,903 9,903 9,903 9,903 9,903 -
cbh - Jefferies & Company 161,516 132,164 107,328 107,328 107,328 4,650,000
cc - Erman, Teicher, Mill 818 (16,574) - - - - -
s - Bank One Fees - - - - - 2,125,285
s - JP Morgan - - 30,099
s - Exit Financing Fees 50,000 - - - - 3,000,000
s - Black Diamond-Title Ins-Bank One 1,317,892 - 252,771
s - Dickinson Wright, PLLC - 29,266 19,860 19,860 19,860 19,860 -
s - Sidley Austin Brown & Wood 200,000 200,000 200,000 200,000 200,000 200,000 -
s - Ernst & Young (336,488) (21,901) 74,472 74,472 74,472 74,472 -
e - Clifford Chance Ponder - - 11,829 - - - -
e - Emgassen & Co. - - - - - - -
e - Hengeler Mueller - - 17,409 - - - -
e - Jeantet Associes 2,153 - 66,362 - - - -
e - Krischer, Gerhard - - - - - - -
e - Norr Stiefenhofer Lutz - - - - - - -
e - Roland Berger Strategy - - - - - - -
e - Rossbach & Fischer - - - - - - -
e - White & Case - - - - - - -
oth - CSC (Foley Lardner - Doc. Fee Service) 1,211 - -
oth - Benchmark Depository - 1,757 -
oth - Jim Butler - 4,334 -
oth - Global Corporate - 182,289 27,523
oth - Investigative Services - 62 -
oth - US Trustee (Quarterly Fee) 61,250 - -
oth - Veritext (Depositions) 896 - -
cbh - Innisfree - - - - - - -
bk - Trumbull Associates 14,984 14,984 (4,890) - - - -
oth - ADP Investor - - - - - - -
e - Exchange Rate Differential - - - - - - -
oth - Hopkins Forman & Gird - - - - - - -
oth - Hylind - - - - - - -
mgt - Ken Anderson - - - - - - -
oth - Korn/Ferry International - - - - - - -
oth - Leiberman Bradley, P.C. - - - - - - -
oth - US Trustee - - - - - - -
mgt - Horst Gelmacher - - - - - - -
oth - Malleson Stephen JAG - - - - - - -
oth - Other 151,850 220,000 (433,331) - - - -
oth - Squire Sanders & Dem - - - - - - -
mgt - Day Technologies - - - - - - -
mgt - Success fees - Management Retention - - - - - 3,000,000 -
mov - Moving cost Doreka, STC and GR - - - - - - -
lease - Lease Claims - unsecured - - - - - - -
lease - Lease Claims - Administrative - - - - - - -
dir - Director consulting fees 5,000 - - - - - -
oth - Other - - - 250,000 250,000 250,000 250,000
s - Hawkpoint Partners 48,143 48,392 48,123 - - - -
oth - Doren Mayhew 219,225 235,438 (80,214) - - - -
cbh - Freshfields, Bruckhaus, Deringer 24,531 (13,517) 21,750 - - - -
--------- --------- --------- --------- --------- ---------- -------
Total Restructuring 4,115,034 1,799,597 1,556,331 1,848,900 1,848,900 14,516,857 250,000
--------- --------- --------- --------- --------- ---------- -------
PROFESSIONAL FEES AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- --------- --------- --------- ----------
Restructuring:
cu - Chrysler Prof. Fees (BBK) - - - - - -
cu - Ford Prof. Fees (Stout, Risius, - - - - - 600,000
cu - GM Prof. Fees (BBK & Honigman) - - - - - 851,677
u - Chanin Capital - - - - - 752,295
u - Akin, Gump, Strauss, Hauer - - - - - 2,162,914
cl - Foley & Lardner - - - - - 2,699,157
u - Pepper Hamilton - - - - - 260,828
cc - Conway Mackenzie & Dunleavy - - - - - 377,621
cl - Dykema Gossett - - - - - 59,418
cbh - Jefferies & Company 5,265,665
cc - Erman, Teicher, Mill - - - - - (15,756)
s - Bank One Fees 2,125,285
s - JP Morgan 30,099
s - Exit Financing Fees 3,050,000
s - Black Diamond-Title Ins-Bank One 1,570,663
s - Dickinson Wright, PLLC - - - - - 108,706
s - Sidley Austin Brown & Wood - - - - - 1,200,000
s - Ernst & Young - - - - - (60,501)
e - Clifford Chance Ponder - - - - - 11,829
e - Emgassen & Co. - - - - - -
e - Hengeler Mueller - - - - - 17,409
e - Jeantet Associes - - - - - 68,515
e - Krischer, Gerhard - - - - - -
e - Norr Stiefenhofer Lutz - - - - - -
e - Roland Berger Strategy - - - - - -
e - Rossbach & Fischer - - - - - -
e - White & Case - - - - - -
oth - CSC (Foley Lardner - Doc. Fee 1,211
oth - Benchmark Depository 1,757
oth - Jim Butler 4,334
oth - Global Corporate 209,813
oth - Investigative Services 62
oth - US Trustee (Quarterly Fee) 61,250
oth - Veritext (Depositions) 896
cbh - Innisfree - - - - - -
bk - Trumbull Associates - - - - - 25,078
oth - ADP Investor - - - - - -
e - Exchange Rate Differential - - - - - -
oth - Hopkins Forman & Gird - - - - - -
oth - Hylind - - - - - -
mgt - Ken Anderson - - - - - -
oth - Korn/Ferry International - - - - - -
oth - Leiberman Bradley, P.C. - - - - - -
oth - US Trustee - - - - - -
mgt - Horst Gelmacher - - - - - -
oth - Malleson Stephen JAG - - - - - -
oth - Other - - - - - (61,480)
oth - Squire Sanders & Dem - - - - - -
mgt - Day Technologies - - - - - -
mgt - Success fees - Management Retention - - - - - 3,000,000
mov - Moving cost Doreka, STC and GR - - - - - -
lease - Lease Claims - unsecured - - - - - -
lease - Lease Claims - Administrative - - - - - -
dir - Director consulting fees - - - - - 5,000
oth - Other 250,000 250,000 250,000 250,000 250,000 2,250,000
s - Hawkpoint Partners - - - - - 144,659
oth - Doren Mayhew - - - - - 374,449
cbh - Freshfields, Bruckhaus, Deringer - - - - - 32,764
------- ------- ------- ------- ------- ----------
Total Restructuring 250,000 250,000 250,000 250,000 250,000 27,185,618
------- ------- ------- ------- ------- ----------
Venture-Confidential-DRAFT
221 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
PROFESSIONAL FEES MAR-05 JUN-05 SEP-05 DEC-05 2005
--------- --------- --------- --------- ---------
Restructuring:
cu - Chrysler Prof. Fees (BBK) -
cu - Ford Prof. Fees (Stout, Risius, Ross -
cu - GM Prof. Fees (BBK & Honigman) -
u - Chanin Capital -
u - Akin, Gump, Strauss, Hauer -
cl - Foley & Lardner
u - Pepper Hamilton -
cc - Conway Mackenzie & Dunleavy -
cl - Dykema Gossett -
cbh - Jefferies & Company -
cc - Erman, Teicher, Mill -
s - Bank One Fees -
s - JP Morgan -
s - Exit Financing Fees 150,000 150,000
s - Black Diamond-Title Ins-Bank One
s - Dickinson Wright, PLLC -
s - Sidley Austin Brown & Wood -
s - Ernst & Young -
e - Clifford Chance Ponder -
e - Emgassen & Co. -
e - Hengeler Mueller -
e - Jeantet Associes -
e - Krischer, Gerhard -
e - Norr Stiefenhofer Lutz -
e - Roland Berger Strategy -
e - Rossbach & Fischer -
e - White & Case -
oth - CSC (Foley Lardner - Doc. Fee Service) -
oth - Benchmark Depository -
oth - Jim Butler -
oth - Global Corporate -
oth - Investigative Services -
oth - US Trustee (Quarterly Fee) -
oth - Veritext (Depositions) -
cbh - Innisfree -
bk - Trumbull Associates -
oth - ADP Investor -
e - Exchange Rate Differential -
oth - Hopkins Forman & Gird -
oth - Hylind -
mgt - Ken Anderson -
oth - Korn/Ferry International -
oth - Leiberman Bradley, P.C. -
oth - US Trustee -
mgt - Horst Gelmacher -
oth - Malleson Stephen JAG -
oth - Other -
oth - Squire Sanders & Dem -
mgt - Day Technologies -
mgt - Success fees - Management Retention -
mov - Moving cost Doreka, STC and GR -
lease - Lease Claims - unsecured -
lease - Lease Claims - Administrative -
dir - Director consulting fees -
oth - Other -
s - Hawkpoint Partners -
oth - Doren Mayhew -
cbh - Freshfields, Bruckhaus, Deringer -
--------- --------- --------- --------- ---------
Total Restructuring 150,000 - - - 150,000
--------- --------- --------- --------- ---------
PROFESSIONAL FEES MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
--------- --------- --------- --------- --------- --------- --------
Restructuring:
cu - Chrysler Prof. Fees (BBK) -
cu - Ford Prof. Fees (Stout, Risius, -
cu - GM Prof. Fees (BBK & Honigman) -
u - Chanin Capital -
u - Akin, Gump, Strauss, Hauer -
cl - Foley & Lardner
u - Pepper Hamilton -
cc - Conway Mackenzie & Dunleavy -
cl - Dykema Gossett -
cbh - Jefferies & Company -
cc - Erman, Teicher, Mill -
s - Bank One Fees -
s - JP Morgan -
s - Exit Financing Fees 150,000 150,000 150,000 150,000
s - Black Diamond-Title Ins-Bank One
s - Dickinson Wright, PLLC -
s - Sidley Austin Brown & Wood -
s - Ernst & Young -
e - Clifford Chance Ponder -
e - Emgassen & Co. -
e - Hengeler Mueller -
e - Jeantet Associes -
e - Krischer, Gerhard -
e - Norr Stiefenhofer Lutz -
e - Roland Berger Strategy -
e - Rossbach & Fischer -
e - White & Case -
oth - CSC (Foley Lardner - Doc. Fee -
oth - Benchmark Depository -
oth - Jim Butler -
oth - Global Corporate -
oth - Investigative Services -
oth - US Trustee (Quarterly Fee) -
oth - Veritext (Depositions) -
cbh - Innisfree -
bk - Trumbull Associates -
oth - ADP Investor -
e - Exchange Rate Differential -
oth - Hopkins Forman & Gird -
oth - Hylind -
mgt - Ken Anderson -
oth - Korn/Ferry International -
oth - Leiberman Bradley, P.C. -
oth - US Trustee -
mgt - Horst Gelmacher -
oth - Malleson Stephen JAG -
oth - Other -
oth - Squire Sanders & Dem -
mgt - Day Technologies -
mgt - Success fees - Management Retention -
mov - Moving cost Doreka, STC and GR -
lease - Lease Claims - unsecured -
lease - Lease Claims - Administrative -
dir - Director consulting fees -
oth - Other -
s - Hawkpoint Partners -
oth - Doren Mayhew -
cbh - Freshfields, Bruckhaus, Deringer -
--------- --------- --------- --------- --------- --------- --------
Total Restructuring 150,000 - - - 150,000 150,000 150,000
--------- --------- --------- --------- --------- --------- --------
Venture-Confidential-DRAFT
222 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
--------- --------- --------- --------- --------- --------- ---------
Non-Restructuring:
l/p - Leiberman Bradley, PC 34,773 41,006 126,638 37,297 20,586 (16,571) -
a - Deloitte & Touche 200,000 230,000 376,725 - 1,425 100,000 (100,000)
a - PricewaterhousCoopers - 9,491 24,568 - (62,599) 11,426 1,725
d - Directors Fees 150,000 - 227,279 - - - 322,369
l - Dykema Gossett 25,821 - 86,242 - - 4,743 -
l - Hyman Lippitt - - - - - - -
l - Hopkins, Forhan - - - - - - -
l - Jeantet Associes - - - - - - -
l - Kaufman & Canoles - 934 (467) - - - -
l - Jonus Bruun Law - - - - - - -
l - Allard & Fish - - 2,022 - - - -
l - Hoffman Alvary & Co. - 700 - - - - -
l - Hopkins (ITT) - 731 1,856 - - 304 -
l - Rossbach - 21,424 - - - - -
l - Twohey Maggini PLC - - 10,000 18,883 - - -
l - Harness Dickey & Pierce - 79 13,374 5,751 - - -
l - Berry Moorman King - 13,294 8,284 - - 16,605 10,126
l/p - Brooks & Kushman - 5,863 14,051 - 15,000 13,987 7,924
c - Elmer Cowan (1,312) - - - - - -
c - Monster.com - 2,400 - - - - 4,620
c - Robert Half - - - - - 12,263 5,376
c - Pierce & Hahn - 2,707 1,139 - 168 4,122 -
c - Orr & Reno - - - - - - -
c - Fletcher Cotthoff 313 721 - 6,450 - - -
c - Korn/Ferry International - - - - - - -
c - Kupelian Ormon & Mag - - - - - 699 -
c - Kutinsky Davey Goldman - - - 1,225 - - -
c - Erman, Teicher, Mill - - - - - - 1,875
c - Greg Fullerton - - - - - - -
c - AJ Technical Conslting - - - - - - -
c - Ken Anderson - - - - 60,100 30,838 24,000
c - Mackenzie Partners - - - - 24,339 - -
l - Dickinson Wright - 33,518 9,482 - - - -
l - Foley Lardner
l/p - Drew Cooper & Anding 20,852 81,305 129,775 28,855 22,580 32,309 11,778
l - Jones Day Reavis - (7,229) 7,608 - - - -
l - MSK Associates 5,381 3,420 10,084 - 285 - -
l/p - Twohey Maggini - - - - - - -
c - Hubacker 27,032 20,411 20,411 20,411 20,411 20,411 20,411
c - Bruce Kirkham - 10,000 10,000 10,000 10,000 10,000 10,000
c - Calex 15,295 285 2,470 - 2,090 3,420 -
c - ECRM - - 3,760 - - 3,600 4,400
c - Crossman Consulting 10,444 10,444 10,444 10,444 10,444 10,444 10,444
c - CS Consulting - 4,519 - - 1,956 16,094 7,073
c - Eurika Consulting 8,558 8,558 8,558 8,558 8,558 8,558 8,558
oc - Growtth Consulting - - - - 241,500 262,500 231,733
c - Heckman Consulting - - 8,866 - 7,120 4,200 3,600
c - Richard C. Moon - 31,380 15,204 - - - -
c - Management Consultants - - - - - - -
l - Harness Dickey & Pierce - - - - - - -
c - Malleson (Australia) - 11,462 - - - - -
l - Miller Johnson Snell & Cumminsky 150 675 2,146 - 12,500 51,334 21,944
l - Squire, Sanders & Dempsey - - 15,848 3,383 - 7,187 5,236
c - Transtar International - - 95,625 - - - -
c - Nakayama 2,044 3,109 3,056 - - 8,878 4,421
l - Williams Acosta 3,055 - 10,620 - 4,029 2,590 -
e - Horst Geldmacher - - - - - 31,579 26,063
d - Ray Campbell
d - John Stiska
d - Michael Moore
d - E. Talbott Briddell
d - Joseph C. Day
o - Sierra Geno, Inc
o - Day Technologies
l - McMillian Binch
c - Highland Capital
o - Prosource
l/p - McAndrews, Held
o - Other 67,246 6,628 52,516 163,390 (5,839) 65,227 75,127
l/p - Other to tie to YTD April - - - - - (3,000) -
l/p - Welsh & Katz 19,685 833,794 699,434 200,000 419,109 345,996 565,365
--------- --------- --------- --------- --------- --------- ---------
Total Non-Restructuring 589,336 1,381,628 2,007,619 514,648 813,761 1,059,743 1,284,165
--------- --------- --------- --------- --------- --------- ---------
Total Professional Fees 1,548,037 3,364,433 4,286,801 3,397,483 2,920,303 1,829,478 3,360,006
========= ========= ========= ========= ========= ========= =========
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- --------- ----------
Non-Restructuring:
l/p - Leiberman Bradley, PC - 38,373 - 29,981 3,696 315,778
a - Deloitte & Touche - 4,975 (26,175) 84,111 - 871,061
a - PricewaterhousCoopers - - - - - (15,390)
d - Directors Fees 28,750 30,000 - - - 758,398
l - Dykema Gossett - - - - - 116,806
l - Hyman Lippitt - 350 - - - 350
l - Hopkins, Forhan 2,666 - - - - 2,666
l - Jeantet Associes - 10,000 - - - 10,000
l - Kaufman & Canoles - - - - - 467
l - Jonus Bruun Law 3,787 - - - - 3,787
l - Allard & Fish - - - - - 2,022
l - Hoffman Alvary & Co. - - - - - 700
l - Hopkins (ITT) - - - - - 2,891
l - Rossbach - 3,325 - - - 24,749
l - Twohey Maggini PLC - - - - - 28,883
l - Harness Dickey & Pierce - - 104 368 - 19,676
l - Berry Moorman King (7,031) 2,355 1,587 (16,476) 1,248 29,992
l/p - Brooks & Kushman - 19,244 12,870 14,882 14,864 118,686
c - Elmer Cowan - - - - - (1,312)
c - Monster.com - - - - - 7,020
c - Robert Half 5,520 26,622 19,477 12,149 33,007 114,413
c - Pierce & Hahn - - (1,217) - - 6,920
c - Orr & Reno 23,552 - - 49,147 - 72,699
c - Fletcher Cotthoff 10,409 - 229 - - 18,122
c - Korn/Ferry International - 210,432 1,060 - - 211,492
c - Kupelian Ormon & Mag 255 722 179 977 10 2,841
c - Kutinsky Davey Goldman - (1,225) - - - -
c - Erman, Teicher, Mill - - - - - 1,875
c - Greg Fullerton 480 - - - - 480
c - AJ Technical Conslting 4,249 - - - - 4,249
c - Ken Anderson 22,800 22,800 28,800 24,000 24,000 237,338
c - Mackenzie Partners - - - - - 24,339
l - Dickinson Wright - - - 24,498 43,820 111,318
l - Foley Lardner - - - -
l/p - Drew Cooper & Anding (7,609) 51,692 291,750 60,776 142,270 866,333
l - Jones Day Reavis - 58 514 7 - 957
l - MSK Associates 6,935 13,823 6,745 10,023 1,805 58,500
l/p - Twohey Maggini - - 2,849 - - 2,849
c - Hubacker 20,411 20,411 20,411 20,411 20,411 251,550
c - Bruce Kirkham 10,000 3,334 - - - 73,334
c - Calex 1,235 - - - - 24,795
c - ECRM 3,500 - - - 240 15,500
c - Crossman Consulting 10,444 10,444 (10,444) - - 83,552
c - CS Consulting - - 1,706 - - 31,346
c - Eurika Consulting 8,558 8,558 8,558 - - 85,583
oc - Growtth Consulting 306,796 373,597 203,428 (51,394) - 1,568,161
c - Heckman Consulting 3,695 4,200 2,830 - 4,200 38,711
c - Richard C. Moon - - - - - 46,584
c - Management Consultants - - - - - -
l - Harness Dickey & Pierce - - - - - -
c - Malleson (Australia) - 2,158 - - - 13,620
l - Miller Johnson Snell & Cumminsky 315 2,223 - - 2,744 94,031
l - Squire, Sanders & Dempsey - - 4,557 - - 36,211
c - Transtar International - - - - - 95,625
c - Nakayama 2,038 2,701 3,687 4,218 749 34,900
l - Williams Acosta - - 5,274 - 63 25,630
e - Horst Geldmacher 20,833 - 20,919 70,386 311,538 481,318
d - Ray Campbell 30,000 - - 30,000
d - John Stiska 30,000 - - 30,000
d - Michael Moore 30,000 - - 30,000
d - E. Talbott Briddell - - - -
d - Joseph C. Day - - - -
o - Sierra Geno, Inc 30,000 (19,794) - 10,206
o - Day Technologies 52,500 13,750 34,075 100,325
l - McMillian Binch 15,277 - - 15,277
c - Highland Capital 24,789 - - 24,789
o - Prosource - - - -
l/p - McAndrews, Held - - - -
o - Other 17,019 5,471 118,981 29,511 233,044 828,321
l/p - Other to tie to YTD April - - - - - (3,000)
l/p - Welsh & Katz 609,941 360,626 389,725 913,702 (257,410) 5,099,968
--------- --------- --------- --------- --------- ----------
Total Non-Restructuring 1,109,547 1,227,268 1,320,969 1,275,231 614,377 13,198,291
--------- --------- --------- --------- --------- ----------
Total Professional Fees 3,131,231 3,152,386 4,163,683 5,149,481 5,482,961 41,786,282
========= ========= ========= ========= ========= ==========
Venture-Confidential-DRAFT
223 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
--------- --------- --------- --------- --------- ----------- ---------
Non-Restructuring:
l/p - Leiberman Bradley, PC 4,263 - 1,614 5,000 5,000 5,000 5,000
a - Deloitte & Touche - 5,100 192,007 - - - -
a - PricewaterhousCoopers - - 156,085 10,417 10,417 10,417 10,417
d - Directors Fees - - - - - 150,000 -
l - Dykema Gossett - - - - - - -
l - Hyman Lippitt - - - - - - -
l - Hopkins, Forhan 1,210 578 1,055 - - - -
l - Jeantet Associes - - - - - - -
l - Kaufman & Canoles - - - - - - -
l - Jonus Bruun Law - - - - - - -
l - Allard & Fish - - - - - - -
l - Hoffman Alvary & Co. - - - - - - -
l - Hopkins (ITT) - - - - - - -
l - Rossbach - - - - - - -
l - Twohey Maggini PLC - - - - - - -
l - Harness Dickey & Pierce - - - - - - -
l - Berry Moorman King 2,147 1,625 1,163 2,500 2,500 2,500 2,500
l/p - Brooks & Kushman 14,398 14,686 14,448 15,000 15,000 15,000 15,000
c - Elmer Cowan - - - - - - -
c - Monster.com - - - 500 500 500 500
c - Robert Half 5,200 17,120 - 12,500 12,500 12,500 12,500
c - Pierce & Hahn 1,221 1,680 28 750 750 750 750
c - Orr & Reno - - 2,708 3,000 3,000 3,000 3,000
c - Fletcher Cotthoff - - - 2,000 2,000 2,000 2,000
c - Korn/Ferry International 1,425 187 11,516 5,000 5,000 5,000 5,000
c - Kupelian Ormon & Mag - - - - - - -
c - Kutinsky Davey Goldman - - - - - - -
c - Erman, Teicher, Mill - - - - - - -
c - Greg Fullerton - - - - - - -
c - AJ Technical Conslting - - - - - - -
c - Ken Anderson 30,000 24,000 40,000 26,000 26,000 26,000 26,000
c - Mackenzie Partners - - - - - - -
l - Dickinson Wright - - - - - - -
l - Foley Lardner 10,477 - 7,990 5,000 5,000 5,000 5,000
l/p - Drew Cooper & Anding 87,132 (91,274) (11,744) 15,000 15,000 15,000 15,000
l - Jones Day Reavis - - - - - - -
l - MSK Associates - - - 4,167 4,167 4,167 4,167
l/p - Twohey Maggini - - 2,849 - - - -
c - Hubacker - - - - - - -
c - Bruce Kirkham - - - - - - -
c - Calex - - - - - - -
c - ECRM - 2,385 - 1,000 1,000 1,000 1,000
c - Crossman Consulting - - - - - - -
c - CS Consulting 790 1,518 - 3,333 3,333 3,333 3,333
c - Eurika Consulting - - - - - - -
oc - Growtth Consulting - - - - - - -
c - Heckman Consulting 7,350 3,900 2,400 3,750 3,750 3,750 3,750
c - Richard C. Moon - - - - - - -
c - Management Consultants - - - - - - -
l - Harness Dickey & Pierce - - - - - - -
c - Malleson (Australia) - - - - - - -
l - Miller Johnson Snell & Cumminsky - - - 500 500 500 500
l - Squire, Sanders & Dempsey - - - 4,167 4,167 4,167 4,167
c - Transtar International - - - - - - -
c - Nakayama 5,255 2,990 3,072 2,917 2,917 2,917 2,917
l - Williams Acosta 1,955 - - - - - -
e - Horst Geldmacher - 80,386 87,575 95,134 95,134 95,134 95,134
d - Ray Campbell 30,000 - -
d - John Stiska 34,075 - 4,075
d - Michael Moore 30,000 - 4,124
d - E. Talbott Briddell 30,000 - -
d - Joseph C. Day 30,000 - -
o - Sierra Geno, Inc - - -
o - Day Technologies - - -
l - McMillian Binch - - -
c - Highland Capital - - -
o - Prosource - - 10,000
l/p - McAndrews, Held - 30,886 -
o - Other 172,114 154,051 182,456 100,879 100,879 100,879 100,879
l/p - Other to tie to YTD April - - - - - - -
l/p - Welsh & Katz 290,246 (29,874) 360,518 350,000 350,000 350,000 350,000
--------- --------- --------- --------- --------- ---------- -------
Total Non-Restructuring 789,257 219,945 1,073,938 668,513 668,513 818,513 668,513
--------- --------- --------- --------- --------- ---------- -------
Total Professional Fees 4,904,291 2,019,542 2,630,269 2,517,413 2,517,413 15,335,370 918,513
========= ========= ========= ========= ========= ========== =======
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- --------- --------- --------- ----------
Non-Restructuring:
l/p - Leiberman Bradley, PC 5,000 5,000 5,000 5,000 5,000 50,877
a - Deloitte & Touche - 200,000 100,000 100,000 100,000 697,107
a - PricewaterhousCoopers 10,417 10,417 10,417 10,417 10,417 249,835
d - Directors Fees - 150,000 - - 150,000 450,000
l - Dykema Gossett - - - - - -
l - Hyman Lippitt - - - - - -
l - Hopkins, Forhan - - - - - 2,842
l - Jeantet Associes - - - - - -
l - Kaufman & Canoles - - - - - -
l - Jonus Bruun Law - - - - - -
l - Allard & Fish - - - - - -
l - Hoffman Alvary & Co. - - - - - -
l - Hopkins (ITT) - - - - - -
l - Rossbach - - - - - -
l - Twohey Maggini PLC - - - - - -
l - Harness Dickey & Pierce - - - - - -
l - Berry Moorman King 2,500 2,500 2,500 2,500 2,500 27,434
l/p - Brooks & Kushman 15,000 15,000 15,000 15,000 15,000 178,532
c - Elmer Cowan - - - - - -
c - Monster.com 500 500 500 500 500 4,500
c - Robert Half 12,500 12,500 12,500 12,500 12,500 134,820
c - Pierce & Hahn 750 750 750 750 750 9,679
c - Orr & Reno 3,000 3,000 3,000 3,000 3,000 29,708
c - Fletcher Cotthoff 2,000 2,000 2,000 2,000 2,000 18,000
c - Korn/Ferry International 5,000 5,000 5,000 5,000 5,000 58,128
c - Kupelian Ormon & Mag - - - - - -
c - Kutinsky Davey Goldman - - - - - -
c - Erman, Teicher, Mill - - - - - -
c - Greg Fullerton - - - - - -
c - AJ Technical Conslting - - - - - -
c - Ken Anderson 26,000 26,000 26,000 26,000 26,000 328,000
c - Mackenzie Partners - - - - - -
l - Dickinson Wright - - - - - -
l - Foley Lardner 5,000 5,000 5,000 5,000 5,000 63,467
l/p - Drew Cooper & Anding 15,000 15,000 15,000 15,000 15,000 119,114
l - Jones Day Reavis - - - - - -
l - MSK Associates 4,167 4,167 4,167 4,167 4,167 37,500
l/p - Twohey Maggini - - - - - 2,849
c - Hubacker - - - - - -
c - Bruce Kirkham - - - - - -
c - Calex - - - - - -
c - ECRM 1,000 1,000 1,000 1,000 1,000 11,385
c - Crossman Consulting - - - - - -
c - CS Consulting 3,333 3,333 3,333 3,333 3,333 32,308
c - Eurika Consulting - - - - - -
oc - Growtth Consulting - - - - - -
c - Heckman Consulting 3,750 3,750 3,750 3,750 3,750 47,400
c - Richard C. Moon - - - - - -
c - Management Consultants - - - - - -
l - Harness Dickey & Pierce - - - - - -
c - Malleson (Australia) - - - - - -
l - Miller Johnson Snell & Cumminsky 500 500 500 500 500 4,500
l - Squire, Sanders & Dempsey 4,167 4,167 4,167 4,167 4,167 37,500
c - Transtar International - - - - - -
c - Nakayama 2,917 2,917 2,917 2,917 2,917 37,568
l - Williams Acosta - - - - - 1,955
e - Horst Geldmacher 95,134 95,134 95,134 95,134 95,134 1,024,168
d - Ray Campbell 30,000
d - John Stiska 38,150
d - Michael Moore 34,124
d - E. Talbott Briddell 30,000
d - Joseph C. Day 30,000
o - Sierra Geno, Inc -
o - Day Technologies -
l - McMillian Binch -
c - Highland Capital -
o - Prosource 10,000
l/p - McAndrews, Held 30,886
o - Other 100,879 100,879 100,879 100,879 100,879 1,416,534
l/p - Other to tie to YTD April - - - - - -
l/p - Welsh & Katz 350,000 350,000 350,000 350,000 350,000 3,770,891
------- --------- --------- --------- --------- ----------
Total Non-Restructuring 668,513 1,018,513 768,513 768,513 918,513 9,049,760
------- --------- --------- --------- --------- ----------
Total Professional Fees 918,513 1,268,513 1,018,513 1,018,513 1,168,513 36,235,378
======= ========= ========= ========= ========= ==========
Venture-Confidential-DRAFT
224 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005
--------- --------- --------- --------- ---------
Non-Restructuring:
l/p - Leiberman Bradley, PC 150,000 150,000 150,000 150,000 600,000
a - Deloitte & Touche 200,000 200,000 200,000 200,000 800,000
a - PricewaterhousCoopers 31,250 31,250 31,250 31,250 125,000
d - Directors Fees 150,000 150,000 150,000 150,000 600,000
l - Dykema Gossett - - - - -
l - Hyman Lippitt - - - - -
l - Hopkins, Forhan -
l - Jeantet Associes - - - - -
l - Kaufman & Canoles - - - - -
l - Jonus Bruun Law - - - - -
l - Allard & Fish - - - - -
l - Hoffman Alvary & Co. - - - - -
l - Hopkins (ITT) - - - - -
l - Rossbach - - - - -
l - Twohey Maggini PLC - - - - -
l - Harness Dickey & Pierce - - - - -
l - Berry Moorman King 7,500 7,500 7,500 7,500 30,000
l/p - Brooks & Kushman 45,000 45,000 45,000 45,000 180,000
c - Elmer Cowan - - - - -
c - Monster.com 1,500 1,500 1,500 1,500 6,000
c - Robert Half 37,500 37,500 37,500 37,500 150,000
c - Pierce & Hahn 2,250 2,250 2,250 2,250 9,000
c - Orr & Reno 9,000 9,000 9,000 9,000 36,000
c - Fletcher Cotthoff 6,000 6,000 6,000 6,000 24,000
c - Korn/Ferry International 15,000 15,000 15,000 15,000 60,000
c - Kupelian Ormon & Mag - - - - -
c - Kutinsky Davey Goldman - - - - -
c - Erman, Teicher, Mill - - - - -
c - Greg Fullerton - - - - -
c - AJ Technical Conslting - - - - -
c - Ken Anderson 78,000 78,000 78,000 78,000 312,000
c - Mackenzie Partners - - - - -
l - Dickinson Wright - - - - -
l - Foley Lardner 15,000 15,000 15,000 15,000 60,000
l/p - Drew Cooper & Anding 45,000 45,000 45,000 45,000 180,000
l - Jones Day Reavis - - - - -
l - MSK Associates 12,500 12,500 12,500 12,500 50,000
l/p - Twohey Maggini 2,849 - - - 2,849
c - Hubacker - - - - -
c - Bruce Kirkham - - - - -
c - Calex - - - - -
c - ECRM 3,000 3,000 3,000 3,000 12,000
c - Crossman Consulting - - - - -
c - CS Consulting 10,000 10,000 10,000 10,000 40,000
c - Eurika Consulting - - - - -
oc - Growtth Consulting - - - - -
c - Heckman Consulting 11,250 11,250 11,250 11,250 45,000
c - Richard C. Moon - - - - -
c - Management Consultants - - - - -
l - Harness Dickey & Pierce - - - - -
c - Malleson (Australia) - - - - -
l - Miller Johnson Snell & Cumminsky 1,500 1,500 1,500 1,500 6,000
l - Squire, Sanders & Dempsey 12,500 12,500 12,500 12,500 50,000
c - Transtar International - - - - -
c - Nakayama 8,750 8,750 8,750 8,750 35,000
l - Williams Acosta - - - - -
e - Horst Geldmacher 285,402 285,402 285,402 285,402 1,141,609
d - Ray Campbell -
d - John Stiska -
d - Michael Moore -
d - E. Talbott Briddell -
d - Joseph C. Day -
o - Sierra Geno, Inc -
o - Day Technologies -
l - McMillian Binch -
c - Highland Capital -
o - Prosource -
l/p - McAndrews, Held -
o - Other 302,638 302,638 302,638 302,638 1,210,551
l/p - Other to tie to YTD April - - - - -
l/p - Welsh & Katz -
--------- --------- --------- --------- ---------
Total Non-Restructuring 1,443,389 1,440,540 1,440,540 1,440,540 5,765,009
--------- --------- --------- --------- ---------
Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009
========= ========= ========= ========= =========
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
--------- --------- --------- --------- --------- --------- ---------
Non-Restructuring:
l/p - Leiberman Bradley, PC 150,000 150,000 150,000 150,000 600,000 600,000 600,000
a - Deloitte & Touche 200,000 200,000 200,000 200,000 800,000 800,000 800,000
a - PricewaterhousCoopers 31,250 31,250 31,250 31,250 125,000 125,000 125,000
d - Directors Fees 150,000 150,000 150,000 150,000 600,000 600,000 600,000
l - Dykema Gossett - - - - - - -
l - Hyman Lippitt - - - - - - -
l - Hopkins, Forhan - - - - - - -
l - Jeantet Associes - - - - - - -
l - Kaufman & Canoles - - - - - - -
l - Jonus Bruun Law - - - - - - -
l - Allard & Fish - - - - - - -
l - Hoffman Alvary & Co. - - - - - - -
l - Hopkins (ITT) - - - - - - -
l - Rossbach - - - - - - -
l - Twohey Maggini PLC - - - - - - -
l - Harness Dickey & Pierce - - - - - - -
l - Berry Moorman King 7,500 7,500 7,500 7,500 30,000 30,000 30,000
l/p - Brooks & Kushman 45,000 45,000 45,000 45,000 180,000 180,000 180,000
c - Elmer Cowan - - - - - - -
c - Monster.com 1,500 1,500 1,500 1,500 6,000 6,000 6,000
c - Robert Half 37,500 37,500 37,500 37,500 150,000 150,000 150,000
c - Pierce & Hahn 2,250 2,250 2,250 2,250 9,000 9,000 9,000
c - Orr & Reno 9,000 9,000 9,000 9,000 36,000 36,000 36,000
c - Fletcher Cotthoff 6,000 6,000 6,000 6,000 24,000 24,000 24,000
c - Korn/Ferry International 15,000 15,000 15,000 15,000 60,000 60,000 60,000
c - Kupelian Ormon & Mag - - - - - - -
c - Kutinsky Davey Goldman - - - - - - -
c - Erman, Teicher, Mill - - - - - - -
c - Greg Fullerton - - - - - - -
c - AJ Technical Conslting - - - - - - -
c - Ken Anderson 78,000 78,000 78,000 78,000 312,000 312,000 312,000
c - Mackenzie Partners - - - - - - -
l - Dickinson Wright - - - - - - -
l - Foley Lardner 15,000 15,000 15,000 15,000 60,000 60,000 60,000
l/p - Drew Cooper & Anding 45,000 45,000 45,000 45,000 180,000 180,000 180,000
l - Jones Day Reavis - - - - - - -
l - MSK Associates 12,500 12,500 12,500 12,500 50,000 50,000 50,000
l/p - Twohey Maggini 2,849 - - - 2,849 2,849 2,849
c - Hubacker - - - - - - -
c - Bruce Kirkham - - - - - - -
c - Calex - - - - - - -
c - ECRM 3,000 3,000 3,000 3,000 12,000 12,000 12,000
c - Crossman Consulting - - - - - - -
c - CS Consulting 10,000 10,000 10,000 10,000 40,000 40,000 40,000
c - Eurika Consulting - - - - - - -
oc - Growtth Consulting - - - - - - -
c - Heckman Consulting 11,250 11,250 11,250 11,250 45,000 45,000 45,000
c - Richard C. Moon - - - - - - -
c - Management Consultants - - - - - - -
l - Harness Dickey & Pierce - - - - - - -
c - Malleson (Australia) - - - - - - -
l - Miller Johnson Snell & Cumminsky 1,500 1,500 1,500 1,500 6,000 6,000 6,000
l - Squire, Sanders & Dempsey 12,500 12,500 12,500 12,500 50,000 50,000 50,000
c - Transtar International - - - - - - -
c - Nakayama 8,750 8,750 8,750 8,750 35,000 35,000 35,000
l - Williams Acosta - - - - - - -
e - Horst Geldmacher 285,402 285,402 285,402 285,402 1,141,609 1,141,609 1,141,609
d - Ray Campbell -
d - John Stiska -
d - Michael Moore -
d - E. Talbott Briddell -
d - Joseph C. Day -
o - Sierra Geno, Inc -
o - Day Technologies -
l - McMillian Binch -
c - Highland Capital -
o - Prosource -
l/p - McAndrews, Held -
o - Other 302,638 302,638 302,638 302,638 1,210,551 1,210,551 1,210,551
l/p - Other to tie to YTD April - - - - - - -
l/p - Welsh & Katz -
--------- --------- --------- --------- --------- --------- ---------
Total Non-Restructuring 1,443,389 1,440,540 1,440,540 1,440,540 5,765,009 5,765,009 5,765,009
--------- --------- --------- --------- --------- --------- ---------
Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009 5,915,009 5,915,009
========= ========= ========= ========= ========= ========= =========
Venture-Confidential-DRAFT
225 of 231
VENTURE HOLDINGS COMPANY, LLC
PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
--------- --------- --------- --------- --------- --------- ---------
NORMAL COURSE PROFESSIONAL FEES:
l Legal 34,407 67,546 177,099 28,017 16,814 82,763 37,305
a Accounting & Tax 200,000 239,491 401,293 - (61,174) 111,426 (98,275)
d Director Fees 150,000 - 227,279 - - - 322,369
oc Operational Consulting - - - - 241,500 262,500 231,733
c Administrative Consulting 62,373 105,996 179,533 57,088 145,186 133,527 104,777
e Europe - - - - - 31,579 26,063
o Other 67,246 6,628 52,516 163,390 (5,839) 65,227 75,127
--------- --------- --------- --------- --------- --------- ---------
514,026 419,660 1,037,721 248,496 336,486 687,023 699,099
--------- --------- --------- --------- --------- --------- ---------
LITIGATION/PATENT LEGAL FEES:
l/p Litigation / Patent 75,310 961,968 969,898 266,152 477,275 372,721 585,067
RESTRUCTURING FEES:
cu Customer 152,434 50,692 231,020 416,595 331,377 (5,774) 191,379
u Unsecured Creditors 71,687 426,258 424,900 407,723 510,000 168,675 561,380
s Secured Creditors 65,429 249,575 342,857 900,000 273,415 40,721 385,123
cc Company Conulting 339,647 475,701 498,340 500,000 435,930 258,519 511,146
cl Company Legal 111,715 275,007 377,745 400,000 252,833 226,475 163,952
cbh Company Bondholders 150,000 160,458 161,045 150,000 156,726 153,055 152,512
e Europe 57,789 344,105 225,273 108,517 128,041 (100,387) 504
bk Bankruptcy 10,000 - - - 10,000 (10,000) -
mgt Management - - 18,000 - (18,000) 75,500 4,469
mov Moving - - - - - - -
Lease rejections - - - - - - -
dir Directors - - - - - (20,500) -
oth Other - 1,010 - - 26,220 (16,551) 105,375
--------- --------- --------- --------- --------- --------- ---------
958,701 1,982,805 2,279,182 2,882,835 2,106,542 769,734 2,075,841
--------- --------- --------- --------- --------- --------- ---------
Total Professional Fees 1,548,037 3,364,433 4,286,801 3,397,483 2,920,303 1,829,478 3,360,006
========= ========= ========= ========= ========= ========= =========
- - - - - - -
Professional Fees Paid at 80% 692,735 2,171,217 2,150,420 1,657,723 1,774,598 1,146,126 1,954,355
TAXES
Income Statement Taxes (1,898) (2,694) 958 (450) (267) (2,256) (525)
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- --------- ----------
NORMAL COURSE PROFESSIONAL FEES:
l Legal 6,672 32,133 34,058 18,418 49,681 584,913
a Accounting & Tax - 4,975 (26,175) 84,111 - 855,671
d Director Fees 28,750 30,000 90,000 - - 848,398
oc Operational Consulting 306,796 373,597 203,428 (51,394) - 1,568,161
c Administrative Consulting 127,145 311,157 100,064 110,901 82,617 1,520,365
e Europe 20,833 - 20,919 70,386 311,538 481,318
o Other 17,019 5,471 201,481 23,466 267,119 938,851
--------- --------- --------- --------- --------- ----------
507,215 757,332 623,775 255,889 710,956 6,797,678
--------- --------- --------- --------- --------- ----------
LITIGATION/PATENT LEGAL FEES:
l/p Litigation / Patent 602,332 469,935 697,194 1,019,342 (96,579) 6,400,613
RESTRUCTURING FEES:
cu Customer 29,253 195,162 113,503 263,991 204,099 2,173,731
u Unsecured Creditors 450,000 17,752 261,345 269,774 661,984 4,231,477
s Secured Creditors 536,339 499,846 626,363 1,606,458 267,322 5,793,449
cc Company Conulting 350,000 798,698 435,285 402,510 628,656 5,634,433
cl Company Legal 300,000 212,847 757,480 250,000 1,424,548 4,752,603
cbh Company Bondholders 286,000 187,239 217,917 181,751 179,659 2,136,363
e Europe 10,841 5,370 (655) 15,669 13,271 808,337
bk Bankruptcy - - - - 225,471 235,471
mgt Management - - 25,000 - - 104,969
mov Moving - - - - - -
Lease rejections - - - - - -
dir Directors - - - - - (20,500)
oth Other 59,250 8,204 406,477 884,097 1,263,575 2,737,658
--------- --------- --------- --------- --------- ----------
2,021,684 1,925,118 2,842,714 3,874,250 4,868,584 28,587,990
--------- --------- --------- --------- --------- ----------
Total Professional Fees 3,131,231 3,152,386 4,163,683 5,149,481 5,482,961 41,786,282
========= ========= ========= ========= ========= ==========
- - - - - -
Professional Fees Paid at 80% 1,859,941 1,538,644 1,996,815 1,983,476 2,604,692 21,530,743
TAXES
Income Statement Taxes (525) (2,935) (997) (257) 12,321 475
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
--------- --------- --------- --------- --------- ---------- ---------
NORMAL COURSE PROFESSIONAL FEES:
l Legal 15,789 2,203 10,207 16,333 16,333 16,333 16,333
a Accounting & Tax - 5,100 348,092 10,417 10,417 10,417 10,417
d Director Fees 154,075 - 8,199 - - 150,000 -
oc Operational Consulting - - - - - - -
c Administrative Consulting 51,242 53,781 59,724 60,750 60,750 60,750 60,750
e Europe - 80,386 87,575 95,134 95,134 95,134 95,134
o Other 172,114 154,051 192,456 100,879 100,879 100,879 100,879
-------- ------- ------- ------- ------- ------- -------
393,219 295,520 706,254 283,513 283,513 433,513 283,513
-------- ------- ------- ------- ------- ------- -------
LITIGATION/PATENT LEGAL FEES:
l/p Litigation / Patent 396,039 (75,575) 367,684 385,000 385,000 385,000 385,000
RESTRUCTURING FEES:
cu Customer 300,000 300,000 212,919 212,919 212,919 212,919 -
u Unsecured Creditors 1,177,175 312,430 421,608 421,608 421,608 421,608 -
s Secured Creditors 1,279,547 255,757 625,325 294,332 294,332 5,419,617 -
cc Company Conulting 281,790 (24,946) 26,255 26,255 26,255 26,255 -
cl Company Legal 433,904 178,843 536,457 536,457 536,457 536,457 -
cb Company Bondholders 186,047 118,647 129,078 107,328 107,328 4,650,000 -
e Europe 2,153 - 95,600 - - - -
bk Bankruptcy 14,984 14,984 (4,890) - - - -
mgt Management - - - - - 3,000,000 -
mov Moving - - - - - - -
in Lease rejections - - - - - - -
dir Directors 5,000 - - - - - -
oth Other 434,432 643,881 (486,021) 250,000 250,000 250,000 250,000
--------- --------- --------- --------- --------- ---------- -------
4,115,034 1,799,597 1,556,331 1,848,900 1,848,900 14,516,857 250,000
--------- --------- --------- --------- --------- ---------- -------
Total Professional Fees 4,904,291 2,019,542 2,630,269 2,517,413 2,517,413 15,335,370 918,513
========= ========= ========= ========= ========= ========== =======
Professional Fees Paid at 80% 2,343,814 585,192 1,452,167 1,441,648 1,441,648 5,984,320 -
TAXES
Income Statement Taxes 0 11 0
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- --------- --------- --------- ----------
NORMAL COURSE PROFESSIONAL FEES:
l Legal 16,333 16,333 16,333 16,333 16,333 175,198
a Accounting & Tax 10,417 210,417 110,417 110,417 110,417 946,942
d Director Fees - 150,000 - - 150,000 612,274
oc Operational Consulting - - - - - -
c Administrative Consulting 60,750 60,750 60,750 60,750 60,750 711,497
e Europe 95,134 95,134 95,134 95,134 95,134 1,024,168
o Other 100,879 100,879 100,879 100,879 100,879 1,426,534
--------- --------- --------- --------- --------- ----------
283,513 633,513 383,513 383,513 533,513 4,896,612
--------- --------- --------- --------- --------- ----------
LITIGATION/PATENT LEGAL FEES:
l/p Litigation / Patent 385,000 385,000 385,000 385,000 385,000 4,153,148
RESTRUCTURING FEES:
cu Customer - - - - - 1,451,677
u Unsecured Creditors - - - - - 3,176,038
s Secured Creditors - - - - - 8,168,910
cc Company Conulting - - - - - 361,865
cl Company Legal - - - - - 2,758,575
cb Company Bondholders - - - - - 5,298,429
e Europe - - - - - 97,753
bk Bankruptcy - - - - - 25,078
mgt Management - - - - - 3,000,000
mov Moving - - - - - -
In Lease rejections - - - - - -
dir Directors - - - - - 5,000
oth Other 250,000 250,000 250,000 250,000 250,000 2,842,292
--------- --------- --------- --------- --------- ----------
250,000 250,000 250,000 250,000 250,000 27,185,618
------- --------- --------- --------- --------- ----------
Total Professional Fees 918,513 1,268,513 1,018,513 1,018,513 1,168,513 36,235,378
======= ========= ========= ========= ========= ==========
Professional Fees Paid at 80% - - - - - 13,248,790
======= ========= ========= ========= ========= ==========
TAXES
Income Statement Taxes 11
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005
--------- --------- --------- --------- ---------
NORMAL COURSE PROFESSIONAL FEES:
l Legal 49,000 49,000 49,000 49,000 196,000
a Accounting & Tax 231,250 231,250 231,250 231,250 925,000
d Director Fees 150,000 150,000 150,000 150,000 600,000
oc Operational Consulting - - - - -
c Administrative Consulting 182,250 182,250 182,250 182,250 729,000
e Europe 285,402 285,402 285,402 285,402 1,141,609
o Other 302,638 302,638 302,638 302,638 1,210,551
--------- --------- --------- --------- ---------
1,200,540 1,200,540 1,200,540 1,200,540 4,802,160
--------- --------- --------- --------- ---------
LITIGATION/PATENT LEGAL FEES:
l/p Litigation / Patent 242,849 240,000 240,000 240,000 962,849
RESTRUCTURING FEES:
cu Customer - - - - -
u Unsecured Creditors - - - - -
s Secured Creditors 150,000 - - - 150,000
cc Company Conulting - - - - -
cl Company Legal - - - - -
cbh Company Bondholders - - - - -
e Europe - - - - -
bk Bankruptcy - - - - -
mgt Management - - - - -
mov Moving - - - - -
Lease rejections - - - - -
dir Directors - - - - -
oth Other - - - - -
--------- --------- --------- --------- ---------
150,000 - - - 150,000
--------- --------- --------- --------- ---------
Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009
========= ========= ========= ========= =========
Professional Fees Paid at 80%
TAXES
Income Statement Taxes -
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
--------- --------- --------- --------- --------- --------- ---------
NORMAL COURSE PROFESSIONAL FEES:
l Legal 49,000 49,000 49,000 49,000 196,000 196,000 196,000
a Accounting & Tax 231,250 231,250 231,250 231,250 925,000 925,000 925,000
d Director Fees 150,000 150,000 150,000 150,000 600,000 600,000 600,000
oc Operational Consulting - - - - - - -
c Administrative Consulting 182,250 182,250 182,250 182,250 729,000 729,000 729,000
e Europe 285,402 285,402 285,402 285,402 1,141,609 1,141,609 1,141,609
o Other 302,638 302,638 302,638 302,638 1,210,551 1,210,551 1,210,551
--------- --------- --------- --------- --------- --------- ---------
1,200,540 1,200,540 1,200,540 1,200,540 4,802,160 4,802,160 4,802,160
--------- --------- --------- --------- --------- --------- ---------
LITIGATION/PATENT LEGAL FEES:
l/p Litigation / Patent 242,849 240,000 240,000 240,000 962,849 962,849 962,849
RESTRUCTURING FEES:
cu Customer - - - - - - -
u Unsecured Creditors - - - - - - -
s Secured Creditors 150,000 - - - 150,000 150,000 150,000
cc Company Conulting - - - - - - -
cl Company Legal - - - - - - -
cbh Company Bondholders - - - - - - -
e Europe - - - - - - -
bk Bankruptcy - - - - - - -
mgt Management - - - - - - -
mov Moving - - - - - - -
Lease rejections - - - - - - -
dir Directors - - - - - - -
oth Other - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
150,000 - - - 150,000 150,000 150,000
--------- --------- --------- --------- --------- --------- ---------
Total Professional Fees 1,593,389 1,440,540 1,440,540 1,440,540 5,915,009 5,915,009 5,915,009
========= ========= ========= ========= ========= ========= =========
Professional Fees Paid at 80%
TAXES
Income Statement Taxes -
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PRODUCTION ASSUMPTIONS
JAN-03 FEB-03 MAR-03 APR-03 MAY-03 JUN-03 JUL-03
--------- --------- --------- --------- --------- --------- ---------
VI. PLANT RESTRUCTURING ADJUSTMENTS
CORPORATE
Variable Costs
Vendor Cost Givebacks
Plant Rationalization
Rebin of Launch Costs
Plant Cost Savings
--------- --------- --------- --------- --------- --------- ---------
Total Varible Adj. - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Fixed Costs
Plant Rationalization
Inactive Plant Costs
Item 2
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Adj. - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
AUG-03 SEP-03 OCT-03 NOV-03 DEC-03 2003
--------- --------- --------- --------- --------- ----------
VI. PLANT RESTRUCTURING ADJUSTMENTS
CORPORATE
Variable Costs
Vendor Cost Givebacks -
Plant Rationalization -
Rebin of Launch Costs -
Plant Cost Savings -
--------- --------- --------- --------- --------- ----------
Total Varible Adj. - - - - - -
--------- --------- --------- --------- --------- ----------
Fixed Costs
Plant Rationalization -
Inactive Plant Costs -
Item 2 -
--------- --------- --------- --------- --------- ----------
Total Fixed Adj. - - - - - -
--------- --------- --------- --------- --------- ----------
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PRODUCTION ASSUMPTIONS
JAN-04 FEB-04 MAR-04 APR-04 MAY-04 JUN-04 JUL-04
--------- --------- --------- --------- --------- ---------- ---------
VI. PLANT RESTRUCTURING ADJUSTMENTS
CORPORATE
Variable Costs
Vendor Cost Givebacks
Plant Rationalization - - - -
Rebin of Launch Costs (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) (220,000)
Plant Cost Savings
--------- --------- --------- --------- --------- ---------- ---------
Total Varible Adj. (134,100) (161,000) (364,300) (220,000) (220,000) (275,000) (220,000)
--------- --------- --------- --------- --------- ---------- ---------
Fixed Costs
Plant Rationalization - - - -
Inactive Plant Costs 26,220 57,030 233,107 105,000 105,000 131,000 167,678
Item 2
--------- --------- --------- --------- --------- ---------- ---------
Total Fixed Adj. 26,220 57,030 233,107 105,000 105,000 131,000 167,678
--------- --------- --------- --------- --------- ---------- ---------
AUG-04 SEP-04 OCT-04 NOV-04 DEC-04 2004
--------- --------- --------- --------- --------- ----------
VI. PLANT RESTRUCTURING ADJUSTMENTS
CORPORATE
Variable Costs
Vendor Cost Givebacks -
Plant Rationalization - - - - - -
Rebin of Launch Costs (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400)
Plant Cost Savings -
--------- --------- --------- --------- --------- ----------
Total Varible Adj. (220,000) (275,000) (220,000) (220,000) (275,000) (2,804,400)
--------- --------- --------- --------- --------- ----------
Fixed Costs
Plant Rationalization - - - - - -
Inactive Plant Costs 167,678 197,831 167,678 167,678 197,831 1,723,730
Item 2 -
--------- --------- --------- --------- --------- ----------
Total Fixed Adj. 167,678 197,831 167,678 167,678 197,831 1,723,730
--------- --------- --------- --------- --------- ----------
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PRODUCTION ASSUMPTIONS
MAR-05 JUN-05 SEP-05 DEC-05 2005
--------- --------- --------- --------- ---------
VI. PLANT RESTRUCTURING ADJUSTMENTS
CORPORATE
Variable Costs
Vendor Cost Givebacks - - - - -
Plant Rationalization - - - - -
Rebin of Launch Costs -
Plant Cost Savings - - - - -
--------- --------- --------- --------- ---------
Total Varible Adj. - - - - -
--------- --------- --------- --------- ---------
Fixed Costs
Plant Rationalization - - - - -
Inactive Plant Costs -
Item 2 -
--------- --------- --------- --------- ---------
Total Fixed Adj. - - - - -
--------- --------- --------- --------- ---------
MAR-06 JUN-06 SEP-06 DEC-06 2006 2007 2008
--------- --------- --------- --------- --------- --------- ---------
VI. PLANT RESTRUCTURING ADJUSTMENTS
CORPORATE
Variable Costs
Vendor Cost Givebacks - - - - - - -
Plant Rationalization - - - - - - -
Rebin of Launch Costs -
Plant Cost Savings - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Variable Adj. - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Fixed Costs
Plant Rationalization - - - - - - -
Inactive Plant Costs -
Item 2 -
--------- --------- --------- --------- --------- --------- ---------
Total Fixed Adj. - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
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EXHIBIT H
SELECTED HISTORICAL AND PROJECTED PRO FORMA FINANCIAL INFORMATION FOR
REORGANIZED VENTURE
H-1
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2000 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 929,668 32,606 52,204 120,146 204,956 (27,162) 1,107,461
Variable Cost of Sales 753,187 17,829 45,180 105,924 168,933 (17,000) 905,120
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 176,481 14,777 7,024 14,222 36,023 (10,162) 202,341
% Contribution Margin 19.0% 45.3% 13.5% 11.8% 17.6% 0% 18.3%
Fixed Expenses 68,276 (2,288) 2,734 5,921 6,367 (9,357) 65,285
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 108,205 17,064 4,290 8,301 29,656 (805) 137,056
% Gross Margin 11.6% 52.3% 8.2% 6.9% 14.5% 0% 12.4%
SG&A 73,244 3,743 502 6,447 10,692 - 83,936
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income 34,961 13,321 3,788 1,854 18,964 (805) 53,120
% Operating Income 3.8% 40.9% 7.3% 1.5% 9.3% 0% 4.8%
Interest Expense 62,012 1,492 2,933 1,801 6,226 - 68,238
Net Other (47,771) (1,540) - - (1,540) - (49,311)
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax 20,720 13,369 855 54 14,278 (805) 34,193
Income Tax 1,201 - 23 - 23 - 1,224
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income 19,519 13,369 832 54 14,255 (805) 32,969
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax 19,519 13,369 832 54 14,255 (805) 32,969
+ Sales Commissions & Rents - - - 3,679 3,679 - 3,679
+ Management fees Peguform 2,222 - - - - - 2,222
+ Unrealized Gain / Loss (101) - - - - (101)
+ Income Tax 1,201 - 23 - 23 - 1,224
+ Michigan SBT 1,378 83 - - 83 - 1,461
+ Interest 62,012 1,492 2,933 1,801 6,226 - 68,238
+ Depreciation & Amortization 58,637 1,836 2,734 5,921 10,491 - 69,127
+ Restructuring Cost - - - - - - -
+ Extraordinary write downs (47,599) - - - - - (47,599)
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 97,269 16,780 6,522 11,455 34,757 (805) 131,221
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2001 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 876,361 62,610 52,103 100,379 215,093 (57,162) 1,034,292
Variable Cost of Sales 688,003 57,996 38,068 84,724 180,788 (47,000) 821,791
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 188,357 4,614 14,035 15,656 34,305 (10,162) 212,500
% Contribution Margin 21.5% 7.4% 26.9% 15.6% 15.9% 0% 20.5%
Fixed Expenses 66,568 2,492 2,885 5,883 11,260 (9,357) 68,471
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 121,789 2,123 11,150 9,772 23,045 (805) 144,030
% Gross Margin 13.9% 3.4% 21.4% 9.7% 10.7% 0% 13.9%
SG&A 58,515 14,165 3,090 6,796 24,051 - 82,567
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income 63,274 (12,042) 8,060 2,976 (1,006) (805) 61,463
% Operating Income 7.2% -19.2% 15.5% 3.0% -0.5% 0% 5.9%
Interest Expense 63,163 540 4,757 1,374 6,670 - 69,833
Net Other (26,080) (323) - - (323) - (26,403)
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax 26,191 (12,259) 3,303 1,603 (7,353) (805) 18,033
Income Tax 7,049 - (1,509) 656 (852) - 6,196
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income 19,142 (12,259) 4,812 947 (6,501) (805) 11,837
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax 19,142 (12,259) 4,812 947 (6,501) (805) 11,837
+ Sales Commissions & Rents 7,751 - 1,563 3,161 4,724 - 12,475
+ Management fees Peguform (39,731) - - - - - (39,731)
+ Unrealized Gain / Loss 892 - - - - 892
+ Income Tax 7,049 - (1,509) 656 (852) - 6,196
+ Michigan SBT 1,688 266 - - 266 - 1,954
+ Interest 63,163 540 4,757 1,374 6,670 - 69,833
+ Depreciation & Amortization 54,383 2,492 2,885 5,883 11,260 - 65,643
+ Restructuring Cost - - - - - - -
+ Extraordinary write downs (27,612) - - - - - (27,612)
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 86,725 (8,961) 12,508 12,021 15,567 (805) 101,486
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2002 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 972,417 58,140 92,391 128,207 278,738 (52,759) 1,198,396
Variable Cost of Sales 816,637 60,693 64,270 100,192 225,156 (42,597) 999,195
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 155,780 (2,553) 28,121 28,014 53,583 (10,162) 199,201
% Contribution Margin 16.0% -4.4% 30.4% 21.9% 19.2% 0% 16.6%
Fixed Expenses 76,397 1,911 4,409 6,746 13,066 (9,357) 80,106
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 79,383 (4,463) 23,712 21,268 40,516 (805) 119,094
% Gross Margin 8.2% -7.7% 25.7% 16.6% 14.5% 0% 9.9%
SG&A 145,807 16,243 7,686 9,762 33,692 - 179,499
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income (66,425) (20,707) 16,025 11,506 6,825 (805) (60,405)
% Operating Income -6.8% -35.6% 17.3% 9.0% 2.4% 0% -5.0%
Interest Expense 86,075 117 5,317 1,335 6,769 - 92,845
Net Other 489,885 (440) - - (440) - 489,445
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax (642,385) (20,384) 10,708 10,171 495 (805) (642,694)
Income Tax (5,520) - (1,955) 3,148 1,192 - (4,328)
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income (636,865) (20,384) 12,663 7,024 (697) (805) (638,367)
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax (636,865) (20,384) 12,663 7,024 (697) (805) (638,367)
+ Sales Commissions & Rents 15,794 - 2,772 3,303 6,074 - 21,868
+ Management fees Peguform 2,977 - - - - - 2,977
+ Unrealized Gain / Loss (1,954) - - - - (1,954)
+ Income Tax (5,520) - (1,955) 3,148 1,192 - (4,328)
+ Michigan SBT 2,110 133 - - 133 - 2,243
+ Interest 86,075 117 5,317 1,335 6,769 - 92,845
+ Depreciation & Amortization 60,909 1,911 4,409 6,746 13,066 - 73,975
+ Restructuring Cost 20,425 - - - - - 20,425
+ Extraordinary write downs 516,465 - - - - - 516,465
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 60,417 (18,223) 23,206 21,555 26,538 (805) 86,151
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PRELIMINARY 2003 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 970,338 41,753 106,593 141,536 289,883 (27,609) 1,232,612
Variable Cost of Sales 778,676 36,570 68,594 114,735 219,899 (14,988) 983,587
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 191,662 5,183 38,000 26,801 69,984 (12,621) 249,025
% Contribution Margin 19.8% 12.4% 35.6% 18.9% 24.1% 0% 20.2%
Fixed Expenses 62,137 1,652 5,611 7,618 14,881 (9,357) 67,662
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 129,525 3,531 32,388 19,183 55,102 (3,264) 181,363
% Gross Margin 13.3% 8.5% 30.4% 13.6% 19.0% 0% 14.7%
SG&A 152,282 15,353 9,055 4,936 29,343 4,082 185,708
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income (22,757) (11,822) 23,334 14,247 25,759 (7,346) (4,345)
% Operating Income -2.3% -28.3% 21.9% 10.1% 8.9% 0% -0.4%
Interest Expense 51,481 5 1,819 1,713 3,537 - 55,018
Net Other 32,905 (4,222) - - (4,222) - 28,684
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax (107,143) (7,605) 21,515 12,534 26,444 (7,346) (88,046)
Income Tax 11,427 - 1,297 344 1,641 - 13,068
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income (118,571) (7,605) 20,218 12,190 24,803 (7,346) (101,114)
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax (118,571) (7,605) 20,218 12,190 24,803 (7,346) (101,114)
+ Sales Commissions & Rents 5,048 - 3,177 4,260 7,437 - 12,485
+ Management fees Peguform (17,310) - - - - - (17,310)
+ Unrealized Gain / Loss (529) - - - - (529)
+ Income Tax 11,427 - 1,297 344 1,641 - 13,068
+ Michigan SBT 2,090 63 - - 63 - 2,153
+ Interest 51,481 5 1,819 1,713 3,537 - 55,018
+ Depreciation & Amortization 60,554 1,652 5,611 7,618 14,881 - 75,435
+ Restructuring Cost 28,588 - - - - - 28,588
+ Extraordinary write downs 62,612 - - - - - 62,612
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 85,390 (5,885) 32,122 26,125 52,362 (7,346) 130,405
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2004 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 936,800 72,337 111,437 137,254 321,028 (36,531) 1,221,297
Variable Cost of Sales 750,378 45,680 74,135 110,707 230,522 (6,723) 974,177
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 186,421 26,657 37,302 26,547 90,506 (29,808) 247,119
% Contribution Margin 19.9% 36.9% 33.5% 19.3% 28.2% 0% 20.2%
Fixed Expenses 68,247 1,658 5,567 7,029 14,254 (8,886) 73,615
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 118,174 24,999 31,735 19,518 76,251 (20,922) 173,504
% Gross Margin 12.6% 34.6% 28.5% 14.2% 23.8% 0% 14.2%
SG&A 118,913 10,478 8,991 8,807 28,276 237 147,426
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income (739) 14,521 22,744 10,711 47,976 (21,159) 26,078
% Operating Income -0.1% 20.1% 20.4% 7.8% 14.9% 0% 2.1%
Interest Expense 47,709 7 1,741 1,565 3,313 - 51,022
Net Other (6,079) 2,163 - - 2,163 - (3,916)
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax (42,369) 12,351 21,003 9,146 42,500 (21,159) (21,029)
Income Tax 4,424 1,702 5,270 2,744 9,716 - 14,140
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income (46,793) 10,648 15,733 6,402 32,784 (21,159) (35,168)
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax (46,793) 10,648 15,733 6,402 32,784 (21,159) (35,168)
+ Sales Commissions & Rents 16 - 3,342 4,794 8,136 - 8,152
+ Management fees Peguform - - - - - - -
+ Unrealized Gain / Loss (11,440) - - - - (11,440)
+ Income Tax 4,424 1,702 5,270 2,744 9,716 - 14,140
+ Michigan SBT 1,979 121 - - 121 - 2,100
+ Interest 47,709 7 1,741 1,565 3,313 - 51,022
+ Depreciation & Amortization 62,027 1,658 5,567 7,029 14,254 - 76,282
+ Restructuring Cost 27,186 - - - - - 27,186
+ Extraordinary write downs (4,397) - - - - - (4,397)
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 80,711 14,137 31,653 22,534 68,324 (21,159) 127,875
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2005 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 993,709 63,907 118,053 145,000 326,960 (30,529) 1,290,140
Variable Cost of Sales 770,819 32,861 71,635 111,475 215,971 (1,625) 985,164
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 222,890 31,046 46,418 33,525 110,989 (28,904) 304,975
% Contribution Margin 22.4% 48.6% 39.3% 23.1% 33.9% 0% 23.6%
Fixed Expenses 69,212 1,660 7,568 7,913 17,141 (9,600) 76,754
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 153,678 29,386 38,850 25,612 93,848 (19,304) 228,221
% Gross Margin 15.5% 46.0% 32.9% 17.7% 28.7% 0% 17.7%
SG&A 91,071 8,369 9,210 7,622 25,201 (2,066) 114,207
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income 62,606 21,017 29,641 17,989 68,647 (17,238) 114,015
% Operating Income 6.3% 32.9% 25.1% 12.4% 21.0% 0% 8.8%
Interest Expense 51,165 7 1,682 2,867 4,556 - 55,721
Net Other (2,069) 5,606 - - 5,606 - 3,537
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax 13,510 15,404 27,959 15,122 58,485 (17,238) 54,757
Income Tax 6,352 2,176 8,388 4,536 15,100 - 21,452
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income 7,158 13,228 19,571 10,586 43,385 (17,238) 33,305
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax 7,158 13,228 19,571 10,586 43,385 (17,238) 33,305
+ Sales Commissions & Rents - - 3,542 2,678 6,220 - 6,220
+ Management fees Peguform - - - - - - -
+ Unrealized Gain / Loss - - - - - -
+ Income Tax 6,352 2,176 8,388 4,536 15,100 - 21,452
+ Michigan SBT 2,217 121 - - 121 - 2,338
+ Interest 51,165 7 1,682 2,867 4,556 - 55,721
+ Depreciation & Amortization 64,061 1,660 7,568 7,913 17,141 - 81,202
+ Restructuring Cost 150 - - - - - 150
+ Extraordinary write downs (6,223) - - - - - (6,223)
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 124,880 17,192 40,750 28,581 86,523 (17,238) 194,165
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE INCOME STATEMENT
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2006 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- -------- ----------- ------------ --------- ----------- ------------ ----------
Total Revenue 958,737 62,884 127,986 177,795 368,664 (38,240) 1,289,161
Variable Cost of Sales 753,021 29,187 78,870 136,833 244,890 (9,650) 988,261
-------- ----------- ------------ --------- ---------- ----------- ----------
Contribution Margin 205,716 33,697 49,116 40,962 123,774 (28,590) 300,900
% Contribution Margin 21.5% 53.6% 38.4% 23.0% 33.6% 0% 23.3%
Fixed Expenses 71,204 1,660 7,795 9,849 19,304 (9,600) 80,908
-------- ----------- ------------ --------- ---------- ----------- ----------
Gross Margin 134,512 32,037 41,321 31,113 104,471 (18,990) 219,992
% Gross Margin 14.0% 50.9% 32.3% 17.5% 28.3% 0% 17.1%
SG&A 90,553 8,782 9,742 10,170 28,694 (2,595) 116,652
-------- ----------- ------------ --------- ---------- ----------- ----------
Operating Income 43,959 23,255 31,579 20,943 75,777 (16,395) 103,340
% Operating Income 4.6% 37.0% 24.7% 11.8% 20.6% 0% 8.0%
Interest Expense 50,149 7 258 4,511 4,776 - 54,925
Net Other (2,957) 7,029 - - 7,029 - 4,072
-------- ----------- ------------ --------- ---------- ----------- ----------
Income Before Tax (3,233) 16,219 31,321 16,432 63,971 (16,395) 44,343
Income Tax 3,795 1,953 9,396 4,930 16,279 - 20,074
-------- ----------- ------------ --------- ---------- ----------- ----------
Net Income (7,028) 14,266 21,925 11,502 47,692 (16,395) 24,269
======== =========== ============ ========= ========== =========== ==========
EBITDA
Net Income After Tax (7,028) 14,266 21,925 11,502 47,692 (16,395) 24,269
+ Sales Commissions & Rents - - 3,840 3,117 6,957 - 6,957
+ Management fees Peguform - - - - - - -
+ Unrealized Gain / Loss - - - - - -
+ Income Tax 3,795 1,953 9,396 4,930 16,279 - 20,074
+ Michigan SBT 2,283 121 - - 121 - 2,404
+ Interest 50,149 7 258 4,511 4,776 - 54,925
+ Depreciation & Amortization 63,529 1,660 7,795 9,849 19,304 - 82,832
+ Restructuring Cost 150 - - - - - 150
+ Extraordinary write downs (7,319) - - - - - (7,319)
-------- ----------- ------------ --------- ---------- ----------- ----------
EBITDA 105,559 18,007 43,213 33,909 95,129 (16,395) 184,292
======== =========== ============ ========= ========== =========== ==========
RESTRUCTURED VENTURE CONSOLIDATED INCOME STATEMENT
HISTORICAL PROJECTED
PRO-FORMA -------------------------------------------------- -------------------------------------
IN TH. USD$ 2000 2001 2002 2003 2004 2005 2006
- -------------------------------- --------- ---------- ---------- ---------- ---------- ---------- ----------
Total Revenues 1,107,461 1,034,292 1,198,396 1,232,612 1,221,297 1,290,140 1,289,161
Variable Cost of Sales 905,120 821,791 999,195 983,587 974,177 985,164 988,261
--------- ---------- ---------- ---------- ---------- ---------- ----------
Contribution Margin 202,341 212,500 199,201 249,025 247,119 304,975 300,900
% Contribution Margin 18.3% 20.5% 16.6% 20.2% 20.2% 23.6% 23.3%
Fixed Expenses 65,285 68,471 80,106 67,662 73,615 76,754 80,908
--------- ---------- ---------- ---------- ---------- ---------- ----------
Gross Margin 137,056 144,030 119,094 181,363 173,504 228,221 219,992
% Gross Margin 12.4% 13.9% 9.9% 14.7% 14.2% 17.7% 17.1%
SG&A 83,936 82,567 179,499 185,708 147,426 114,207 116,652
--------- ---------- ---------- ---------- ---------- ---------- ----------
Operating Income 53,120 61,463 (60,405) (4,345) 26,078 114,015 103,340
% Operating Income 4.8% 5.9% -5.0% -0.4% 2.1% 8.8% 8.0%
Interest Expense 68,238 69,833 92,845 55,018 51,022 55,721 54,925
Net Other (49,311) (26,403) 489,445 28,684 (3,916) 3,537 4,072
--------- ---------- ---------- ---------- ---------- ---------- ----------
Income Before Tax 34,193 18,033 (642,694) (88,046) (21,029) 54,757 44,343
Income Tax 1,224 6,196 (4,328) 13,068 14,140 21,452 20,074
--------- ---------- ---------- ---------- ---------- ---------- ----------
Net Income 32,969 11,837 (638,367) (101,114) (35,168) 33,305 24,269
========= ========== ========== ========== ========== ========== ==========
EBITDA
Net Income After Tax 32,969 11,837 (638,367) (101,114) (35,168) 33,305 24,269
+ Sales Commissions & Rents 3,679 12,475 21,868 12,485 8,152 6,220 6,957
+ Management fees Peguform 2,222 (39,731) 2,977 (17,310) - - -
+ Unrealized Gain / Loss (101) 892 (1,954) (529) (11,440) - -
+ Income Tax 1,224 6,196 (4,328) 13,068 14,140 21,452 20,074
+ Michigan SBT 1,461 1,954 2,243 2,153 2,100 2,338 2,404
+ Interest 68,238 69,833 92,845 55,018 51,022 55,721 54,925
+ Depreciation & Amortization 69,127 65,643 73,975 75,435 76,282 81,202 82,832
+ Restructuring Cost - - 20,425 28,588 27,186 150 150
+ Extraordinary write downs (47,599) (27,612) 516,465 62,612 (4,397) (6,223) (7,319)
--------- ---------- ---------- ---------- ---------- ---------- ----------
EBITDA 131,221 101,486 86,151 130,405 127,875 194,165 184,292
========= ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE &
RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2000 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- --------- ----------- ------------ --------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents 22 (121) 6,123 3,122 9,125 - 9,146
Trade Receivables (net) 170,517 4,759 11,395 19,308 35,462 - 205,979
Related Party / Inter-company Receivables 112,426 24,445 - - 24,445 - 136,871
Inventories 111,192 17,514 5,681 4,722 27,916 - 139,109
Other current Assets 7,618 5,787 298 183 6,268 - 13,887
--------- --------- --------- --------- --------- -------- ----------
Total Current Assets 401,775 52,384 23,497 27,335 103,217 - 504,992
NON CURRENT ASSETS
Property, Plant and Equipment, net 258,436 18,410 27,714 36,492 82,616 - 341,052
Intangible Assets, net 53,354 - 5,133 4,398 9,531 - 62,885
Other non current Assets 491,569 12,668 2,786 - 15,454 - 507,023
--------- --------- --------- --------- --------- -------- ----------
TOTAL ASSETS 1,205,135 83,462 59,130 68,226 210,817 - 1,415,952
========= ========= ========= ========= ========= ==========
CURRENT LIABILITIES
Trade Payables 147,469 (156) 7,818 20,180 27,842 - 175,311
Related Party / Inter-company Payables 16,632 30,277 20,913 20,969 72,160 - 88,791
Accrued Interest 15,294 42 - - 42 - 15,336
Accrued Expenses 21,372 13,452 569 2,962 16,982 - 38,354
CP LTD & Line of Credit - - - - - - -
--------- --------- --------- --------- --------- -------- ----------
Total Current Liabilities 200,767 43,615 29,300 44,111 117,025 - 317,792
NON CURRENT LIABILITIES
Pension Liabilities & Other 16,961 - - 2,443 2,443 - 19,404
Deferred Tax Liabilities 16,214 - 61 - 61 - 16,275
Long Term Debt 838,448 15,982 20,726 14,264 50,972 - 889,420
--------- --------- --------- --------- --------- -------- ----------
TOTAL LIABILITIES 1,072,390 59,597 50,086 60,818 170,501 - 1,242,891
STOCKHOLDERS EQUITY 132,744 23,865 9,044 7,408 40,317 - 173,061
--------- --------- --------- --------- --------- -------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 1,205,135 83,462 59,130 68,226 210,817 - 1,415,952
========= ========= ========= ========= ========= ======== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2001 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents (14,300) 343 912 (1,828) (574) - (14,874)
Trade Receivables (net) 153,164 1,887 7,628 16,830 26,345 - 179,509
Related Party / Inter-company Receivables 110,468 32,986 - - 32,986 - 143,454
Inventories 111,381 1,634 6,825 3,852 12,311 - 123,692
Other current Assets 30,584 (4,465) 978 305 (3,182) - 27,402
---------- ---------- ---------- ---------- ---------- ------------ ----------
Total Current Assets 391,296 32,385 16,343 19,159 67,886 - 459,182
NON CURRENT ASSETS
Property, Plant and Equipment, net 267,030 16,899 17,058 32,820 66,776 - 333,807
Intangible Assets, net 68,436 - 2,671 3,772 6,443 - 74,880
Other non current Assets 478,698 511 7,319 - 7,829 - 486,527
---------- ---------- ---------- ---------- ---------- ------------ ----------
TOTAL ASSETS 1,205,461 49,794 43,391 55,751 148,935 - 1,354,396
========== ========== ========== ========== ========== ============ ==========
CURRENT LIABILITIES
Trade Payables 111,597 7,860 1,336 11,560 20,757 - 132,354
Related Party / Inter-company Payables 32,951 20,027 17,900 18,951 56,878 - 89,828
Accrued Interest 12,699 - - - - - 12,699
Accrued Expenses 18,779 42,536 200 5,225 47,961 - 66,740
CP LTD & Line of Credit - - - - - - -
---------- ---------- ---------- ---------- ---------- ------------ ----------
Total Current Liabilities 176,026 70,424 19,435 35,736 125,595 - 301,621
NON CURRENT LIABILITIES
Pension Liabilities & Other 17,264 - - 2,188 2,188 - 19,452
Deferred Tax Liabilities 14,430 - 36 657 692 - 15,123
Long Term Debt 846,979 13,100 14,709 8,994 36,803 - 883,781
---------- ---------- ---------- ---------- ---------- ------------ ----------
TOTAL LIABILITIES 1,054,699 83,524 34,180 47,575 165,279 - 1,219,977
STOCKHOLDERS EQUITY 150,762 (33,730) 9,211 8,176 (16,344) - 134,420
---------- ---------- ---------- ---------- ---------- ------------ ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 1,205,461 49,794 43,391 55,751 148,935 - 1,354,398
========== ========== ========== ========== ========== ============ ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2002 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- --------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents 13,299 621 10,065 592 11,278 - 24,577
Trade Receivables (net) 99,111 4,403 9,445 29,121 42,969 - 142,080
Related Party / Inter-company Receivables 99,663 26,709 - - 26,709 - 126,372
Inventories 79,889 1,392 7,737 6,293 15,422 - 95,312
Other current Assets 37,876 (4,591) 1,071 115 (3,405) - 34,471
---------- ---------- ---------- ---------- ---------- ----------- ----------
Total Current Assets 329,838 28,534 28,318 36,121 92,973 - 422,811
NON CURRENT ASSETS
Property, Plant and Equipment, net 254,423 14,803 24,175 37,676 76,653 - 331,075
Intangible Assets, net 61,344 - 3,395 3,872 7,267 - 68,611
Other non current Assets 120,766 844 8,409 - 9,253 - 130,019
---------- ---------- ---------- ---------- ---------- ----------- ----------
TOTAL ASSETS 766,371 44,180 64,297 77,668 186,146 - 952,517
========== ========== ========== ========== ========== =========== ==========
CURRENT LIABILITIES
Trade Payables 158,155 8,415 12,362 15,345 36,121 - 194,276
Related Party / Inter-company Payables 39,179 84,802 10,604 18,850 114,256 - 153,435
Accrued Interest 29,320 - - - - - 29,320
Accrued Expenses 22,369 13,161 386 4,513 18,060 - 40,429
CP LTD & Line of Credit - - - - - - -
---------- ---------- ---------- ---------- ---------- ----------- ----------
Total Current Liabilities 249,023 106,377 23,352 38,708 168,438 - 417,461
NON CURRENT LIABILITIES
Pension Liabilities & Other 41,991 - - 2,516 2,516 - 44,507
Deferred Tax Liabilities 24,127 - 122 3,888 4,010 - 28,137
Long Term Debt 931,869 - 15,163 15,986 31,148 - 963,017
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES 1,247,010 106,377 38,638 61,097 206,112 - 1,453,122
STOCKHOLDERS EQUITY (480,639) (62,198) 25,659 16,571 (19,966) - (500,606)
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 766,371 44,179 64,297 77,668 186,146 - 952,517
========== ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PRELIMINARY 2003 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents 11,976 513 3,312 (4,625) (801) 11,176
Trade Receivables (net) 98,845 1,312 8,038 27,567 36,916 135,761
Related Party / Inter-company Receivables 151,422 35,809 - 470 36,279 187,701
Inventories 100,413 1,354 7,977 6,180 15,511 115,924
Other current Assets 45,906 (4,886) 3,764 550 (572) - 45,334
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Current Assets 408,561 34,103 23,091 30,141 87,335 495,896
NON CURRENT ASSETS
Property, Plant and Equipment, net 281,015 13,303 37,108 43,519 93,929 374,944
Intangible Assets, net 16,394 - 3,243 7,832 11,075 27,469
Other non current Assets 89,210 893 3,415 - 4,308 93,518
---------- ---------- ---------- ---------- ---------- ----------
TOTAL ASSETS 795,180 48,299 66,856 81,492 196,647 - 991,827
========== ========== ========== ========== ========== ========== ==========
CURRENT LIABILITIES
Trade Payables 203,569 3,863 6,868 12,928 23,659 227,228
Related Party / Inter-company Payables 48,962 106,780 3,278 14,120 124,178 9,761 182,902
Accrued Interest 49,857 - - - - 49,857
Accrued Expenses 46,983 2,308 4,125 (2,159) 4,274 51,257
CP LTD & Line of Credit 28,062 - - - - - 28,062
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Current Liabilities 377,434 112,951 14,271 24,889 152,110 9,761 539,306
NON CURRENT LIABILITIES
Pension Liabilities & Other 37,774 - - 3,368 3,368 41,141
Deferred Tax Liabilities 22,702 - 87 4,538 4,626 27,328
Long Term Debt 937,228 - 10,399 17,095 27,494 - 964,722
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES 1,375,137 112,951 24,757 49,889 187,598 9,761 1,572,496
STOCKHOLDERS EQUITY (579,956) (64,652) 42,099 31,603 9,050 (9,761) (580,669)
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 795,181 48,299 66,856 81,492 196,648 - 991,828
========== ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2004 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents (9,118) (4,626) 3,035 (282) (1,873) (10,991)
Trade Receivables (net) 103,596 1,437 7,757 32,402 41,596 145,192
Related Party / Inter-company Receivables 173,598 45,660 - - 45,660 219,258
Inventories 109,200 1,500 7,504 7,650 16,654 125,855
Other current Assets 37,708 (4,760) 2,063 153 (2,545) - 35,164
--------- --------- --------- --------- --------- --------- ---------
Total Current Assets 414,985 39,211 20,358 39,923 99,492 - 514,478
NON CURRENT ASSETS
Property, Plant and Equipment, net 287,064 12,927 43,411 37,909 94,247 381,311
Intangible Assets, net 14,526 - 2,549 9,490 12,039 26,565
Other non current Assets 80,740 824 2,500 - 3,324 - 84,064
--------- --------- --------- --------- --------- --------- ---------
TOTAL ASSETS 797,315 52,962 68,819 87,321 209,103 - 1,006,418
========= ========= ========= ========= ========= ========= =========
CURRENT LIABILITIES
Trade Payables 121,465 6,649 8,858 7,424 22,931 144,396
Related Party / Inter-company Payables 49,813 86,210 3,153 12,800 102,163 30,921 182,897
Accrued Interest 20,576 - - - - 20,576
Accrued Expenses 21,927 14,105 - 3,763 17,868 39,796
CP LTD & Line of Credit 11,169 - - - - - 11,169
--------- --------- --------- --------- --------- --------- ---------
Total Current Liabilities 224,951 106,964 12,011 23,988 142,962 30,921 398,834
NON CURRENT LIABILITIES
Pension Liabilities & Other 48,050 - - 4,069 4,069 52,119
Deferred Tax Liabilities 23,233 - 124 5,647 5,771 29,004
Long Term Debt 395,964 - 440 15,613 16,054 - 412,018
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES 692,199 106,964 12,575 49,316 168,855 30,921 891,975
STOCKHOLDERS EQUITY 105,117 (54,002) 56,244 38,005 40,247 (30,921) 114,443
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 797,316 52,962 68,819 87,321 209,102 - 1,006,418
========= ========= ========= ========= ========= ========= =========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2005 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents 8,274 (9,116) 24,955 9,553 25,391 33,665
Trade Receivables (net) 95,716 1,564 9,519 32,370 43,453 139,168
Related Party / Inter-company Receivables 149,095 55,822 - - 55,822 204,917
Inventories 128,411 1,500 7,220 7,811 16,531 144,942
Other current Assets 37,708 (4,760) 1,549 153 (3,059) - 34,650
--------- --------- --------- --------- --------- --------- ---------
Total Current Assets 419,203 45,010 43,242 49,887 138,139 - 557,342
NON CURRENT ASSETS
Property, Plant and Equipment, net 291,661 11,917 42,883 46,190 100,991 392,652
Intangible Assets, net 12,556 - 2,063 9,135 11,197 23,754
Other non current Assets 74,912 824 1,875 - 2,699 - 77,611
--------- --------- --------- --------- --------- --------- ---------
TOTAL ASSETS 798,333 57,751 90,063 105,211 253,026 - 1,051,359
========= ========= ========= ========= ========= ========= =========
CURRENT LIABILITIES
Trade Payables 140,018 6,912 10,590 8,160 25,662 165,680
Related Party / Inter-company Payables 59,413 77,508 3,153 6,388 87,049 48,159 194,621
Accrued Interest 10,063 - - - - 10,063
Accrued Expenses 19,706 14,105 - 4,286 18,391 38,097
CP LTD & Line of Credit - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Current Liabilities 229,200 98,525 13,743 18,834 131,102 48,159 408,461
NON CURRENT LIABILITIES
Pension Liabilities & Other 46,600 - - 4,675 4,675 51,275
Deferred Tax Liabilities 23,233 - 124 5,627 5,751 28,984
Long Term Debt 387,059 - 381 27,485 27,866 - 414,925
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES 686,093 98,525 14,248 56,621 169,393 48,159 903,645
STOCKHOLDERS EQUITY 112,241 (40,774) 75,815 48,591 83,632 (48,159) 147,713
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 798,334 57,751 90,063 105,211 253,026 - 1,051,358
========= ========= ========= ========= ========= ========= =========
RESTRUCTURED VENTURE BALANCE SHEET
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2006 (IN TH. USD$) HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
CURRENT ASSETS
Cash & Equivalents 19,993 (14,101) 49,167 20,577 55,643 75,636
Trade Receivables (net) 92,851 1,693 10,272 37,344 49,309 142,160
Related Party / Inter-company Receivables 150,869 65,984 - - 65,984 216,853
Inventories 107,452 1,500 7,888 9,747 19,135 126,587
Other current Assets 37,708 (4,760) 1,757 153 (2,850) - 34,858
--------- --------- --------- --------- --------- --------- ---------
Total Current Assets 408,873 50,316 69,084 67,820 187,220 - 596,093
NON CURRENT ASSETS
Property, Plant and Equipment, net 312,483 10,957 40,986 49,955 101,898 414,380
Intangible Assets, net 10,734 - 1,538 8,780 10,317 21,052
Other non current Assets 69,084 824 1,250 - 2,074 - 71,158
--------- --------- --------- --------- --------- --------- ---------
TOTAL ASSETS 801,175 62,097 112,857 126,555 301,509 - 1,102,684
========= ========= ========= ========= ========= ========= =========
CURRENT LIABILITIES
Trade Payables 140,797 7,181 11,569 12,787 31,537 172,334
Related Party / Inter-company Payables 69,013 67,320 3,153 6,388 76,861 64,554 210,428
Accrued Interest 12,669 - - - - 12,669
Accrued Expenses 17,469 14,105 - 4,967 19,072 36,541
CP LTD & Line of Credit - - - - - - -
--------- --------- --------- --------- --------- --------- ---------
Total Current Liabilities 239,948 88,606 14,722 24,141 127,469 64,554 431,971
NON CURRENT LIABILITIES
Pension Liabilities & Other 45,342 - - 5,249 5,249 50,591
Deferred Tax Liabilities 23,233 - 124 5,650 5,774 29,008
Long Term Debt 387,474 - 271 31,421 31,693 - 419,166
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES 695,997 88,606 15,117 66,462 170,185 64,554 930,736
STOCKHOLDERS EQUITY 105,179 (26,509) 97,740 60,093 131,323 (64,554) 171,948
--------- --------- --------- --------- --------- --------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 801,176 62,097 112,857 126,555 301,509 - 1,102,684
========= ========= ========= ========= ========= ========= =========
RESTRUCTURED VENTURE CONSOLIDATED BALANCE SHEET
HISTORICAL PROJECTED
PRO-FORMA -------------------------------------------------- ------------------------------------
IN TH. USD$ 2000 2001 2002 2003 2004 2005 2006
- ----------------------------------------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
CURRENT ASSETS
Cash & Equivalents 9,146 (14,874) 24,577 11,176 (10,991) 33,665 75,636
Trade Receivables (net) 205,979 179,509 142,080 135,761 145,192 139,168 142,160
Related Party / Inter-company Receivables 136,871 143,454 126,372 187,701 219,258 204,917 216,853
Inventories 139,109 123,692 95,312 115,924 125,855 144,942 126,587
Other current Assets 13,887 27,402 34,471 45,334 35,164 34,650 34,858
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Current Assets 504,992 459,182 422,811 495,896 514,478 557,342 596,093
NON CURRENT ASSETS
Property, Plant and Equipment, net 341,052 333,807 331,075 374,944 381,311 392,652 414,380
Intangible Assets, net 62,885 74,880 68,611 27,469 26,565 23,754 21,052
Other non current Assets 507,023 486,527 130,019 93,518 84,064 77,611 71,158
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL ASSETS 1,415,952 1,354,396 952,517 991,827 1,006,418 1,051,359 1,102,684
========== ========== ========== ========== ========== ========== ==========
CURRENT LIABILITIES
Trade Payables 175,311 132,354 194,276 227,228 144,396 165,680 172,334
Related Party / Inter-company Payables 88,791 89,828 153,435 182,902 182,897 194,621 210,428
Accrued Interest 15,336 12,699 29,320 49,857 20,576 10,063 12,669
Accrued Expenses 38,354 66,740 40,429 51,257 39,796 38,097 36,541
CP LTD & Line of Credit - - - 28,062 11,169 - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Current Liabilities 317,792 301,621 417,461 539,306 398,834 408,461 431,971
NON CURRENT LIABILITIES
Pension Liabilities & Other 19,404 19,452 44,507 41,141 52,119 51,275 50,591
Deferred Tax Liabilities 16,275 15,123 28,137 27,328 29,004 28,984 29,008
Long Term Debt 889,420 883,781 963,017 964,722 412,018 414,925 419,166
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES 1,242,891 1,219,977 1,453,122 1,572,496 891,975 903,645 930,736
STOCKHOLDERS EQUITY 173,061 134,420 (500,606) (580,669) 114,443 147,713 171,948
---------- ---------- ---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY 1,415,952 1,354,398 952,517 991,828 1,006,418 1,051,358 1,102,684
========== ========== ========== ========== ========== ========== ==========
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2001 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
OPERATING ACTIVITIES
Net Income 18,337 (12,259) 4,812 947 (6,501) 11,837
Depreciation & Amortization 50,671 2,492 2,885 5,883 11,260 61,930
Trade Receivables 17,354 2,282 3,767 2,478 8,527 25,881
Related Party & Inter-company Receivables 1,958 (7,952) - - (7,952) (5,994)
Inventories (189) 15,880 (1,145) 870 15,606 15,417
Other Current Assets (22,966) 9,299 (680) (122) 8,498 (14,468)
Trade Payables (35,872) (21,352) (6,482) (8,620) (36,453) (72,325)
Related Party & Inter-company Payables 16,319 13,071 (3,014) (2,019) 8,039 24,358
Accrued Expenses (5,188) 29,043 (369) 2,263 30,937 25,749
Pension, Deferred Taxes and Other (11,460) - (2,454) 402 (2,052) (13,512)
Other Adjustments (566) (39,288) (938) - (40,227) (40,791)
------- ------- ------- ------- ------- -------
Net Cash Provided (Used in) Operating
Activities 28,399 (8,784) (3,618) 2,083 (10,318) - 18,082
INVESTING ACTIVITIES
Capital Expenditures (50,293) 12,129 (3,229) (4,788) 4,112 (46,181)
------- ------- ------- ------- ------- -------
Net Cash Provided (Used in) Investing
Activities (50,293) 12,129 (3,229) (4,788) 4,112 - (46,181)
FINANCING ACTIVITIES
Change in Debt 8,531 (2,882) (6,017) (4,869) (13,768) (5,237)
Conversion of Debt to Equity - - - - - -
Dividends - - - - - -
Other - - - - - -
------- ------- ------- ------- ------- -------
Net Cash Provided (Used in) Financing
Activities 8,531 (2,882) (6,017) (4,869) (13,768) - (5,237)
Effect of Exchange Rate on Cash (959) - 7,652 2,623 10,275 9,316
------- ------- ------- ------- ------- -------
Net Increase (Decrease) in Cash (14,322) 464 (5,212) (4,951) (9,698) - (24,020)
======= ======= ======= ======= ======= = =======
Cash Beginning 22 (121) 6,123 3,122 9,125 9,147
Cash Ending (14,300) 343 912 (1,828) (574) (14,874)
0 (0) 0 (0) 0 1
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA HISTORICAL 2002 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ---------------------------------------- ---------- ----------- ------------ ---------- ----------- ------------ ----------
OPERATING ACTIVITIES
Net Income (637,670) (20,384) 12,663 7,024 (697) (638,367)
Depreciation & Amortization 52,886 1,911 4,409 6,746 13,066 65,952
Trade Receivables 54,053 (1,067) (1,816) (12,291) (15,175) 38,878
Related Party & Inter-company Receivables 10,805 4,828 - - 4,828 15,632
Inventories 31,491 241 (912) (2,441) (3,112) 28,380
Other Current Assets (7,291) 126 (94) 190 223 (7,068)
Trade Payables 46,558 61,956 11,026 3,785 76,766 123,324
Related Party & Inter-company Payables 6,228 3,372 (7,295) (101) (4,024) 2,204
Accrued Expenses 20,211 (29,375) 186 (712) (29,901) (9,690)
Pension, Deferred Taxes and Other 430,233 - (2,241) 3,558 1,318 431,550
Other Adjustments 5,038 (8,082) (70) - (8,153) (3,115)
-------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Operating
Activities 12,540 13,526 15,857 5,758 35,141 - 47,681
INVESTING ACTIVITIES
Capital Expenditures (60,208) (149) (3,872) (7,717) (11,738) (71,947)
-------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Investing
Activities (60,208) (149) (3,872) (7,717) (11,738) - (71,947)
FINANCING ACTIVITIES
Change in Debt 84,890 (13,100) 454 7,473 (5,174) 79,717
Conversion of Debt to Equity - - - - - -
Dividends - - - - - -
Other - - - - - -
-------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Financing
Activities 84,890 (13,100) 454 7,473 (5,174) - 79,717
Effect of Exchange Rate on Cash (9,621) - (3,285) (3,093) (6,378) (15,999)
-------- -------- -------- -------- -------- --------
Net Increase (Decrease) in Cash 27,601 277 9,153 2,420 11,851 - 39,452
======== ======== ======== ======== ======== ======== ========
Cash Beginning (14,300) 343 912 (1,828) (574) (14,874)
Cash Ending 13,299 621 10,065 592 11,278 24,577
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PRELIMINARY 2003 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ----------
OPERATING ACTIVITIES
Net Income (118,571) (7,605) 20,218 12,190 24,803 (7,346) (101,114)
Depreciation & Amortization 52,992 1,653 5,611 7,618 14,882 67,875
Trade Receivables 266 3,091 1,407 1,555 6,053 6,318
Related Party & Inter-company Receivables (59,105) (9,100) - (470) (9,570) 7,346 (61,329)
Inventories (20,523) 38 (240) 112 (89) (20,612)
Other Current Assets (8,030) 294 (2,693) (435) (2,833) (10,863)
Trade Payables 45,414 (4,552) (5,494) (2,417) (12,463) 32,952
Related Party & Inter-company Payables 19,545 21,978 (7,326) (4,730) 9,922 29,467
Accrued Expenses 45,151 (10,853) 3,738 (6,672) (13,787) 31,364
Pension, Deferred Taxes and Other 58,425 - 5,112 1,503 6,615 65,040
Other Adjustments (2) 5,148 (7,425) (1) (2,277) - (2,279)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Operating
Activities 15,563 92 12,909 8,253 21,255 - 36,818
INVESTING ACTIVITIES
Capital Expenditures (57,611) (201) (14,482) (11,624) (26,307) - (83,918)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Investing
Activities (57,611) (201) (14,482) (11,624) (26,307) - (83,918)
FINANCING ACTIVITIES
Change in Debt 33,600 - (4,764) 1,639 (3,125) 30,475
Conversion of Debt to Equity - - - - - -
Dividends - - - - - -
Other - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Financing
Activities 33,600 - (4,764) 1,639 (3,125) - 30,475
Effect of Exchange Rate on Cash 7,126 - (418) (3,485) (3,903) - 3,223
-------- -------- -------- -------- -------- -------- --------
Net Increase (Decrease) in Cash (1,323) (109) (6,754) (5,217) (12,079) - (13,402)
======== ======== ======== ======== ======== ======== ========
Cash Beginning 13,299 621 10,065 592 11,278 - 24,577
Cash Ending 11,976 513 3,312 (4,625) (801) - 11,176
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2004 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ----------
OPERATING ACTIVITIES
Net Income (46,793) 10,648 15,724 6,402 32,775 (21,159) (35,177)
Depreciation & Amortization 54,372 1,658 5,567 7,029 14,254 68,627
Trade Receivables (4,751) (125) 281 (4,835) (4,679) (9,431)
Related Party & Inter-company Receivables (43,335) (9,851) - 470 (9,381) 21,159 (31,557)
Inventories (8,788) (146) 473 (1,470) (1,143) (9,931)
Other Current Assets 8,197 (126) 1,702 397 1,973 10,170
Trade Payables (82,105) 2,786 1,990 (5,504) (728) (82,832)
Related Party & Inter-company Payables 22,010 (20,570) (126) (1,320) (22,015) (5)
Accrued Expenses (54,336) 11,797 (4,125) 5,922 13,595 (40,742)
Pension, Deferred Taxes and Other 12,416 2 1,095 1,809 2,906 15,321
Other Adjustments 2,669 - - - - - 2,669
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Operating
Activities (140,443) (3,926) 22,581 8,901 27,557 - (112,888)
INVESTING ACTIVITIES
Capital Expenditures (59,734) (1,214) (12,700) (3,076) (16,990) - (76,724)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Investing
Activities (59,734) (1,214) (12,700) (3,076) (16,990) - (76,724)
FINANCING ACTIVITIES
Change in Debt (558,156) - (9,959) (1,481) (11,440) (569,596)
Conversion of Debt to Equity 561,991 - - - - 561,991
Dividends 175,000 - - - - 175,000
Other - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Financing
Activities 178,835 - (9,959) (1,481) (11,440) - 167,395
Effect of Exchange Rate on Cash 248 - (200) - (200) - 48
-------- -------- -------- -------- -------- -------- --------
Net Increase (Decrease) in Cash (21,095) (5,140) (277) 4,343 (1,073) - (22,169)
======== ======== ======== ======== ======== ======== ========
Cash Beginning 11,976 513 3,312 (4,625) (801) - 11,176
Cash Ending (9,118) (4,626) 3,035 (282) (1,873) - (10,991)
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2005 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ----------
OPERATING ACTIVITIES
Net Income 7,158 13,228 19,571 10,586 43,385 (17,238) 33,305
Depreciation & Amortization 52,713 1,660 7,568 7,913 17,141 69,854
Trade Receivables 7,881 (127) (1,762) 32 (1,857) 6,024
Related Party & Inter-company Receivables 7,264 (10,162) - - (10,162) 17,238 14,340
Inventories (19,210) - 284 (161) 123 (19,087)
Other Current Assets 0 - 514 - 514 514
Trade Payables 18,554 263 1,732 736 2,731 21,284
Related Party & Inter-company Payables 26,838 (8,702) - (6,412) (15,114) 11,724
Accrued Expenses (12,735) - - 523 523 (12,212)
Pension, Deferred Taxes and Other (1,450) - 625 586 1,212 (239)
Other Adjustments (0) - - - - - (0)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Operating
Activities 87,012 (3,840) 28,532 13,803 38,495 - 125,507
INVESTING ACTIVITIES
Capital Expenditures (49,491) (650) (6,553) (15,840) (23,043) - (72,534)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Investing
Activities (49,491) (650) (6,553) (15,840) (23,043) - (72,534)
FINANCING ACTIVITIES
Change in Debt (20,074) - (60) 11,872 11,812 (8,262)
Conversion of Debt to Equity - - - - - -
Dividends - - - - - -
Other - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Financing
Activities (20,074) - (60) 11,872 11,812 - (8,262)
Effect of Exchange Rate on Cash (55) - - - - - (55)
-------- -------- -------- -------- -------- -------- --------
Net Increase (Decrease) in Cash 17,391 (4,490) 21,920 9,835 27,265 - 44,656
======== ======== ======== ======== ======== ======== ========
Cash Beginning (9,118) (4,626) 3,035 (282) (1,873) - (10,991)
Cash Ending 8,274 (9,116) 24,955 9,553 25,391 - 33,665
RESTRUCTURED VENTURE STATEMENT OF CASH FLOWS
DELUXE & RENTS TOTAL
VENTURE LEASES CONTRIBUTED
PRO-FORMA PROJECTED 2006 HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA ASSETS ELIMINATIONS TOTAL
- ------------------------------------------ ---------- ----------- ------------ ---------- ----------- ------------ ----------
OPERATING ACTIVITIES
Net Income (7,028) 14,266 21,925 11,502 47,692 (16,395) 24,269
Depreciation & Amortization 52,225 1,660 7,795 9,849 19,304 71,529
Trade Receivables 2,864 (129) (753) (4,974) (5,856) (2,992)
Related Party & Inter-company Receivables (18,169) (10,162) - - (10,162) 16,395 (11,935)
Inventories 20,959 - (668) (1,936) (2,604) 18,355
Other Current Assets - - (208) - (208) (208)
Trade Payables 779 269 979 4,627 5,875 6,654
Related Party & Inter-company Payables 25,995 (10,188) - - (10,188) 15,807
Accrued Expenses 369 - - 681 681 1,050
Pension, Deferred Taxes and Other (1,258) - 625 597 1,222 (36)
Other Adjustments 0 (1) - - (1) - (1)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Operating
Activities 76,736 (4,285) 29,694 20,346 45,755 - 122,491
INVESTING ACTIVITIES
Capital Expenditures (65,374) (700) (5,372) (13,259) (19,331) - (84,705)
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Investing
Activities (65,374) (700) (5,372) (13,259) (19,331) - (84,705)
FINANCING ACTIVITIES
Change in Debt 414 - (110) 3,936 3,827 4,241
Conversion of Debt to Equity - - - - - -
Dividends - - - - - -
Other - - - - - - -
-------- -------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Financing
Activities 414 - (110) 3,936 3,827 - 4,241
Effect of Exchange Rate on Cash (58) - - - - - (58)
-------- -------- -------- -------- -------- -------- --------
Net Increase (Decrease) in Cash 11,718 (4,985) 24,212 11,024 30,251 - 41,969
======== ======== ======== ======== ======== ======== ========
Cash Beginning 8,274 (9,116) 24,955 9,553 25,391 - 33,665
Cash Ending 19,993 (14,101) 49,167 20,577 55,643 - 75,636
RESTRUCTURED VENTURE CONSOLIDATED STATEMENT OF CASH FLOWS
HISTORICAL PROJECTED
PRO-FORMA ------------------------------------ -----------------------------------
IN TH. USD$ 2001 2002 2003 2004 2005 2006
- ----------------------------------------- ---------- ---------- ---------- ---------- ---------- ----------
OPERATING ACTIVITIES
Net Income 11,837 (638,367) (101,114) (35,177) 33,305 24,269
Depreciation & Amortization 61,930 65,952 67,875 68,627 69,854 71,529
Trade Receivables 25,881 38,878 6,318 (9,431) 6,024 (2,992)
Related Party & Inter-company Receivables (5,994) 15,632 (61,329) (31,557) 14,340 (11,935)
Inventories 15,417 28,380 (20,612) (9,931) (19,087) 18,355
Other Current Assets (14,468) (7,068) (10,863) 10,170 514 (208)
Trade Payables (72,325) 123,324 32,952 (82,832) 21,284 6,654
Related Party & Inter-company Payables 24,358 2,204 29,467 (5) 11,724 15,807
Accrued Expenses 25,749 (9,690) 31,364 (40,742) (12,212) 1,050
Pension, Deferred Taxes and Other (13,512) 431,550 65,040 15,321 (239) (36)
Other Adjustments (40,791) (3,115) (2,279) 2,669 (0) (1)
-------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Operating
Activities 18,082 47,681 36,818 (112,888) 125,507 122,491
INVESTING ACTIVITIES
Capital Expenditures (46,181) (71,947) (83,918) (76,724) (72,534) (84,705)
-------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Investing
Activities (46,181) (71,947) (83,918) (76,724) (72,534) (84,705)
FINANCING ACTIVITIES
Change in Debt (5,237) 79,717 30,475 (569,596) (8,262) 4,241
Conversion of Debt to Equity - - - 561,991 - -
Dividends - - - 175,000 - -
Other - - - - - -
-------- -------- -------- -------- -------- --------
Net Cash Provided (Used in) Financing
Activities (5,237) 79,717 30,475 167,395 (8,262) 4,241
Effect of Exchange Rate on Cash 9,316 (15,999) 3,223 48 (55) (58)
-------- -------- -------- -------- -------- --------
Net Increase (Decrease) in Cash (24,020) 39,452 (13,402) (22,169) 44,656 41,969
======== ======== ======== ======== ======== ========
Cash Beginning 9,147 (14,874) 24,577 11,176 (10,991) 33,665
Cash Ending (14,874) 24,577 11,176 (10,991) 33,665 75,636
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS
(1) Overview
Summary Pro-Forma historical financial statements are presented for the
fiscal years ending December 2000 through 2003. The summary Pro-Forma historical
and forecasted financial statements do not include Peguform GmbH, Peguform
Iberica SI, Brazil, Mexico, Venture Germany GmbH, Venture Betteligungs GmbH,
Venture Verwaltungs GmbH, Venture Europe GmbH and those entities currently in
insolvency in Europe.
Summary Pro-Forma financial statements are presented for 2000 through
2006. The data presented for 2003 represent actual historical financial
statements. The data for the period 2004 through 2006 represent current forecast
data prepared by management.
The Restructured Venture financial statements include transferred Winget
entities in accordance with the contribution agreement. The rollup of financial
projections is reflected in the following schedule:
DELUXE, RENTS LEASES AND
HOLDINGS COMMISSIONS SOUTH AFRICA AUSTRALIA
-------- ----------- ------------ ------------------
NORTH AMERICA DELUXE PATTERN CORP East Cape Campbellfield
Vemco Exterior Engineering Natal Metro Tool and Die
Venture Industries RENTS LEASES COMM. Rosslyn Advanced Design
Mold & Engineering Venco 1 Engineering
Almont Real Ven Corp.
Total Bailey Venture Heavy Machine LLC
Venture Leasing Venture Real Estate Acquisition Company
Experience Management Venture Real Estate Inc
Service Venture Equipment Acquisition
Vemco Leasing Venture Automotive Corp
Venture Holdings Patent Holdings Company
Venture Europe Farm & Country Real Estate Company
Venture EU Rents Leases Comm.
Wallaceburg accrued 2004 - 2007
CZ. REPUBLIC
Nymburk
Liban
Liberec
Tool Shop
Engineering
FRANCE
Pouance
Vernon
Noeux Les Mines
Burnhaupt
Engineering
UNITED KINGDOM*
Luton
CHODOVA PLANA**
HUNGARY***
CZ. HOLDING COMPANY
* SEE NOTE 14
** SEE NOTE 13
*** SEE NOTE 15
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS
The Pro-Forma financial statements were prepared from management financial
statements. Local currency financial statements were converted to US Dollars
using the exchange rates in NOTE 2. Differences might exist between the data
reported in this presentation compared to detailed records maintained in local
currency at the appropriate entity. In general differences between the
information presented here and the financial records of the legal entities can
be attributed to:
a. Local GAAP vs. US GAAP
b. Exchange rate timing issues
c. Accounting practices, procedures and account classifications
d. Differences between book and tax accounting
e. Netting of inter-company and or related party balances
The Pro-Forma consolidated financial statements presented in this
memorandum eliminate revenues and expenses between related parties. For example,
the cost of material associated with sales between Deluxe and Venture and the
accrual of rents leases and commissions between the RLC entity and Venture have
been eliminated in the consolidation.
In addition to the elimination entries for the consolidation, Venture
management included adjustments to contribution margin to adjust for accounting
differences between Deluxe and Venture and to present a conservative set of
projections.
Projections reflect management's estimation and are by their nature
forward looking and subject to matters beyond the Debtors' control. Neither the
Debtors, the purchaser, nor any other party can give any assurances that the
projections will be met. Although great care has been taken in preparing the
projections, absolutely no guarantee can be given as to their accuracy.
(2) Historical and projected financial statements are prepared in US currency,
local and reporting currencies are reflected below:
$1.00 US EQUALS
---------------------------------------------------------------------------------
EURO CZ. KRONA BRITISH POUND SOUTH AFRICA RAND AUSSIE DOLLAR
---- --------- ------------- ----------------- -------------
2000 1.065 37.610 0.669 7.200 1.805
2001 1.129 36.020 0.687 12.200 1.958
2002 0.954 30.040 0.623 8.600 1.766
DEC. 31, 2003 0.874 25.980 0.617 7.700 1.550
2004 -- 2006 0.874 27.610 0.617 8.000 1.550
(3) Revenues were projected based on current programs and anticipated volumes.
Where there was a high degree of certainty for replacement (carryover) business
for programs currently produced at the Restructured Venture entity, the
replacement business was included in the projects. Where the replacement
business was not certain, it was not included in the projections. Conquest or
speculative new business were included in the projections, specifically
impacting North America. Tooling cost and working capital needs were included.
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS
(4) Major Customer's by legal entity:
NORTH AMERICA General Motors; Daimler Chrysler, Ford
CZ. REPUBLIC Skoda, Audi, Toyota / PSA
FRANCE Peugeot (PSA), Renault
UNITED KINGDOM General Motors, Rover
CHODOVA PLANA Peguform GmbH, Fiat
HUNGARY Peguform GmbH
DELUXE Venture Mold & Engineering
SOUTH AFRICA Daimler Chrysler, BMW, VW, Toyota, Ford
AUSTRALIA Ford
(5) Accounts receivables
a. North America - OEM receivable collection projected to remain on quick pay
program through December 31, 2006 at an effective interest rate of approximately
2% of invoice reverting to a GE or similar payment program in January, 2007 at
an effective rate of 1% of invoice. All other receivables are calculated based
on historical or contract turns.
b. All other entities - Collections based on historical or contractual basis as
presented by management. No special terms are assumed.
(6) Customer pricing / givebacks have been included as identified and
reflected in the cash flow requirements accordingly per contractual agreement.
(7) No proceeds projected from German Insolvency.
(8) Projected inventory levels are estimated based on historical days on hand
and projected cost of goods sold for the corresponding period.
(9) Accounts Payable Trade
a. North America - upon exiting bankruptcy, it is anticipated that North America
will be on COD or equivalent terms with a gradual build to ___ days outstanding.
b. All other entities - Trade credit terms based on historical or contractual
basis as presented by management. No special terms are assumed. The France
outstanding payable balance includes the trade debt recognized in the
continuation plan subject to payment over a 5-year period beginning in 2004.
(10) Capital expenditures include investments in new equipment to support new
programs, productivity initiatives, and replacement of old, obsolete equipment.
(11) Venture Mold & Engineering and Deluxe relationship:
Commencing in 2001, Deluxe became the primary tooling operation for
Venture's North American operations. Additionally, personnel utilized in
Deluxe's operations became employees of Deluxe as it began operating on a
stand-alone basis. Tooling purchases related to Venture tooling sales are
generated through a Purchase Order (P.O.) between Venture and Deluxe with
Deluxe invoicing Venture for progress billings (through related party
receivable). Venture receives a P.O. from the end customer and invoices
the customer through its Venture Mold & Engineering operation.
Deluxe and Venture have contracts in place which provide for
progress payments from Venture to Deluxe according to a 30/30/30/10
schedule during the manufacturing of the tooling. The initial 30% is
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS
paid by Venture upon obtaining the job and the last 10% is paid to Deluxe
upon PPAP of the tool. For extremely large jobs with short time frames,
Venture may significantly front load the bulk of its progress payments to
Deluxe rather than follow the 30/30/30/10 schedule.
Venture invoices its customer at the time of PPAP. From the point of
PPAP to payment by the customer, the tool is the property of Venture.
Of the amount that Venture invoices its customer, Venture retains
25% and Deluxe receives 75% of the income. At the time of PPAP, Deluxe
would have received its portion through the progress payment schedule
outlined above. However, because Deluxe operates on a percentage of
completion basis, amounts invoiced by Venture to its customers for tools
in any given year can not simply be derived by adding a 25% markup to
Deluxe's annual tooling revenues.
The related party receivable between Venture and Deluxe reflects a
combination of funds advanced to Deluxe to fund cash shortfalls and the
net funding required for tooling progress payments. The net cash funding
requirement at Deluxe is adjusted accordingly to reflect third party
revenue and Engineering, Design & Development (ED&D) collections.
Sales between Deluxe and Venture have been eliminated in the
consolidation of financial data as follows:
(000's omitted)
2000 $ 17,000
2001 $ 47,000
2002 $ 42,597
2003 $ 15,179
2004 $ 19,223
2005 $ 11,625
2006 $ 19,650
Deluxe records its tooling revenues on a percentage of completion
basis. Progress payments from Venture are recorded as unearned revenues.
As work is done on tooling, Deluxe recognizes revenue and records an
unbilled receivable. Due to the variance in accounting methods and the
uncertainty over future tooling profits, Venture management felt that the
more conservative approach would be to reduce combined tooling profits by
$10.0 million annually for the period 2004 through 2006.
During 2002, Deluxe was in a building year, with respect to the ED&D
(piece price) revenue. Based on GAAP, the cost have not been capitalized
and as such the expenses have been incurred while the revenues will be
recorded and cash received in future periods. In the future through the
2006 period, Deluxe will recognize revenue in the piece price amortization
as noted below:
(000's omitted)
2004 $ 2,828
2005 $ 12,800
2006 $ 19,215
(12) Related party rents, leases and commissions
a. Commissions payable to Venture Sales and Engineering are included in the
financial projections at a rate of 3% of production revenues. North American
sales commissions are treated as accrued but not paid.
Sales Representation Agreements to be Transferred
> Effective January 1, 1991 between Venture Industries Corporation and Venture
Sales & Engineering Corp.
> Effective January 1, 1991 between Vemco, Inc. and Venture Sales & Engineering
Corp.
> Effective January 1, 1999 between Venture Holdings Corporation and Venture
Sales & Engineering Corp.
> Effective January 1, 2000 between Venture Industries Australia Pty Ltd. and
Venture Sales & Engineering Corp.
> Effective January 1, 2000 between Venture South Africa Pty Ltd. and Venture
Sales & Engineering Corp.
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS
Commissions related to North American revenue are accrued but not
paid for the period 2004 through 2007. Commissions related to South Africa
and Australia for the same period are projected as if paid to Venture
Holdings. During the period 2000 through 2003, the commissions were either
paid or accrued for Venture Sales & Engineering, a Larry Winget asset. The
projections reflect the contribution of the sales contract and all
commissions for the projection period 2004 through 2007 are reflected in
the RLC entity and eliminated in the consolidation as follows:
(000's omitted)
2004 $ -
2005 $ -
2006 $ -
b. Rent and lease payments to Winget controlled contributed assets for the use
of facilities and equipment in North America are included in the financial
projections. The following assets have been identified:
Real Property
Venture Real Estate Acquisition Company
> 17085 Masonic, Fraser, MI
> 35207 Groesbeck, Clinton Township, MI
Venture Real Estate, Inc.
> 17400 Mayln, Fraser, MI
> 17350 Mayln, Fraser, MI
> 34410 Commerce, Fraser, MI
> 4701 Van Dyke, Almont, MI
Venture Automotive Corp.
> 3367 Corunna Road, Flint, MI
Farm & Country Real Estate Company
> 10265 Holly Road, Grand Blanc, MI
> 10293 Holly Road, Grand Blanc, MI
> 10167 Halsey Road, Grand Blanc, MI
> 3330 Baldwin Road, Grand Blanc, MI
> Baldwin Road, Grand Blanc, MI - Parcel ID# 1233200012
> Halsey Road, Grand Blanc, MI - Parcel ID# 1233200007
> Halsey Road, Grand Blanc, MI - Parcel ID# 1233526004
Machinery & Equipment
All machinery and equipment owned by the following entities and the lessee's
interest held by those companies in any equipment leased from third parties and
subleased to Venture, its Subsidiaries, and/or to any of the Australian entities
owned or controlled by Winget:
> Venture Heavy Machinery Limited Liability Company
> Venture Equipment Acquisition Company
> Realven Corporation
Rent and lease payments from Venture to the Winget assets are either paid or
accrued during the period 2000 through 2007 have been reflected in the model and
eliminated in the Pro-Forma consolidation as follows:
RESTRUCTURED VENTURE NOTES TO FINANCIAL STATEMENTS
(000's omitted)
2000 $ 10,162
2001 $ 10,162
2002 $ 10,162
2003 $ 10,162
2004 $ 10,162
2005 $ 10,162
2006 $ 10,162
c. The historical Pro-Forma financial statements referred to in the model as
Rents Leases and Commissions are presented to reflect the impact of the
contributed assets. The RLC entity is not a legal entity nor did it or does it
keep a set of accounting ledgers. The historical and projected Pro-Forma for RLC
reflect the amounts recorded as commissions, rents and leases recorded by
Venture as due from Venture to Winget controlled assets. Certain assumptions
were made as to payroll and other expenses.
(13) Chodova Plana was sold in December, 2003.
(14) Due to uncertainty in the customer base in the UK, no activity is
projected after June, 2004. (15) Due to sales contract expirations, the
Hungary operation assumes no activity after 2004.
(16) France has a liquidity need of $5 million US to fund capital in June and
July, 2004. It is assumed that France will be able to obtain adequate cash
from sources other than the US to avoid interruption in production. These
cash sources are undefined at this time.
EXHIBIT I
COLLATERAL PLEDGED BY WINGET TO EXISTING BANK FACILITY PURSUANT TO EIGHTH
AMENDMENT
SUBORDINATION SECURITY TRANSFERRED
NAME AGREEMENT GUARANTY AGREEMENT DESCRIPTION MORTGAGE DESCRIPTION PLEDGE DESCRIPTION WINGET ENTITY
- ------------- ------------- ---------- --------- ------------- -------- ----------- ------ ------------- -------------
Larry Winget Yes Yes Yes All stock:
and Limited 1-9
Larry Winget to Capital
Living Trust pledged stock: 10
stock Membership
unless interests: 11
he Pledge of
violates PIM is
guaranty limited to
proceeds
from
Venture
Holding
BV or
Venture
Asia Pacific
Venture Heavy Yes Yes Yes All Assets * Yes
Machinery
Limited
Liability
Company
Venture Yes Yes Yes All Assets Yes
Equipment
Acquisition
Company
Venture Real Yes Yes Yes All Assets Yes
Estate
Acquisition
Company
Realven Yes Yes Yes All Assets Yes
Corporation
Deluxe Yes Yes Yes All Assets Yes Venco #1 LLC Yes
Pattern (30%
Corporation interest)
Venture Real Yes Yes Yes All Assets Yes 4701 Van Yes
Estate, Inc. Dyke,
Almont, MI
34410
Commerce,
Fraser, MI
17350 &
17400
Malyn
Venture Yes Yes Yes All Assets Yes 3367 Corunna Yes
Automotive Rd., Flint,
Corporation MI
Farm & Yes Yes Yes All Assets Yes 10265 Holly Yes
Country Real Road, Grand
Estate Blanc, MI
Company 10293 Holly
Road, Grand
Blanc, MI
10167 Halsy
Road, Grand
Banc, MI
3330 Baldwin
Patent Yes Yes Yes All Assets Yes
Holdings
Company
PIM Yes Yes Limited to Yes
Management Collection 65%: of: **
Only 1) Pledgor
Limited stock
to in Venture
pledge Asia
Pacific; and
2) Venture
Holdings BV
Venco #1 LLC Yes Yes Limited to Yes
Collection 65%
Only of pledgor
Limited stock
to in Venture
pledge Asia
Pacific **
I-1
Venture Sales Yes Yes Yes Limited to
& Engineering 1) Sales rep.
Agreement
eff. 1-1-91
between
Venture
Industries
and VSE
2) Sales rep.
Agreement
eff. 1-1-91
between
Vemco, Inc.
and VSE
3) Sales Rep.
Agreement
between
Venture
Holding Corp.
& VSE
Deluxe Yes Yes All Assets
Pattern
Corporation
* "Collateral" means all Accounts, Chattel Paper, Commercial Tort Claims,
Documents, Equipment, Farm Products, Fixtures, General Intangibles, Instruments,
Inventory, Investment Property, Pledged Deposits, and Other Collateral, wherever
located, in which the Borrower or each of the Guarantors now has or thereafter
acquires any right or interest, and the proceeds (including Stock Rights),
insurance proceeds and products thereof, together with all books and records,
customer lists, credit files, computer files, programs, printouts and other
computer materials and records related thereto.
** PIM & Venco #1 also executed an Australian Memorandum of Deposit for Asia
Pacific shares PIM executed a Netherlands Form Agreement and Deed of Pledge for
Venture Holdings BV Shares
I-2
EXHIBIT J
SETTLEMENT TERM SHEET
I-3
5/18/04
SETTLEMENT TERM SHEET
This term sheet (the "Term Sheet") is provided in the context of a settlement
among the steering committee (the "Steering Committee") of pre-petition senior
secured lenders (the "Senior Lenders") to Venture Holdings Company, LLC and its
affiliated debtors (collectively, the "Debtors"), the administrative agent for
the Senior Lenders (the "Agent") and the Official Committee of Unsecured
Creditors appointed in the Debtors' bankruptcy proceedings (the "Creditors'
Committee"). Except as expressly provided herein or in the Plan (defined below),
this Term Sheet does not constitute, nor shall be deemed to constitute, an
offer, agreement or commitment by any party to lend to, provide any extension of
credit to or enter into any other transaction with the Debtors or any other
party or to forbear from any rights or remedies that such party may have against
any other party. Moreover, except for the undertakings in paragraphs 1, 2 and
12, the transactions contemplated in this Term Sheet are subject to (i)
definitive legal documentation in form and substance reasonably satisfactory to
the Steering Committee and the Creditors' Committee, (ii) internal authorization
and approval by the Steering Committee, (iii) requisite approvals by the
Bankruptcy Court, and (iv) other third party consents and approvals as are
reasonably necessary and appropriate to effect the transactions described
herein; provided, however, that notwithstanding the foregoing, the provisions of
paragraph 10 of this Term Sheet shall be binding upon the receipt of approval of
the Required Pre-Petition Lenders under the Existing Bank Facility and a
determination by the Bankruptcy Court, after notice and a hearing, that such
approval is sufficient to authorize the Litigation Loan (defined below). In
addition, this Term Sheet and all transactions contemplated hereby are subject
to the approval of the Required Pre-Petition Lenders of the provisions of
paragraph 10 below on or before May 24, 2004 and satisfactory evidence thereof
being provided to the Creditors' Committee. The Senior Lenders and the
Creditors' Committee have various disputes between one another and the
transactions embodied in this Term Sheet, subject to the approval of the
Settlement Agreement (defined below) and upon consummation and effectuation of
the Plan, are in full and final settlement of such disputes. The parties reserve
all rights and remedies against one another in the event that the Plan is not
confirmed and declared effective or the Settlement Agreement is not approved or
the transactions contemplated thereby are not consummated. Notwithstanding the
foregoing, it is the intention of the parties that the undertakings set forth in
paragraphs 1, 2 and 12 below shall be binding upon the parties in any event
until such time as the Settlement Agreement (defined below) has been
disapproved. Capitalized terms used in this Term Sheet but not defined herein
shall have the meanings given to such terms in the Plan.
1. In order to achieve a Closing Date (as that term is defined in the
Contribution Agreement (defined below)) prior to June 30, 2004, or such other
date as may be agreed upon among the parties to the Contribution Agreement, the
Steering Committee and the Creditors' Committee shall support (a) approval of
the Disclosure Statement of Venture Holdings Company LLC and Its Domestic
Subsidiaries dated October 15, 2003 and filed with the Bankruptcy Court on
October 15, 2003 (the "Disclosure Statement"), and (b) confirmation of the
Debtors' Joint Plan of Reorganization filed with the Bankruptcy Court on
September 24, 2003 (the "Plan"), with the modifications to each included on
Exhibits A and B attached hereto, respectively, and such other modifications as
may be agreed to by the Steering Committee and the Creditors' Committee.
The agreements reflected in the Term Sheet shall be embodied in a settlement
agreement (the "Settlement Agreement") to be approved by the Bankruptcy Court
pursuant to a settlement motion to be heard (except as provided in paragraph 10
below) at the hearing on the confirmation of the Plan (the "Confirmation
Hearing"). The Settlement Agreement shall be executed by the Chairman of the
Creditors' Committee, at the direction and on behalf of the Creditors'
Committee, the agent for the Debtors' DIP financing facility and the Agent, at
the direction and on behalf of the Steering Committee.
2. Unless Winget renews his commitment to support confirmation of the Plan,
the Agent will file an adversary proceeding or other appropriate pleading (the
"Performance Pleading") in the Bankruptcy Court seeking to compel specific
performance of, or otherwise enforce, the Contribution Agreement dated as of
September 22, 2003, among Larry J. Winget and the Larry J. Winget Living Trust
(collectively, "Winget"), the Other Transferors Named Therein and the Debtors,
as attached as Exhibit D to the Plan (the "Contribution Agreement"). The
Creditors' Committee will support the relief reasonably requested in the
Performance Pleading.
3. A trust will be established for the benefit of the Senior Lenders and in
the manner and to the extent described in this Term Sheet, the Creditors' Trust
(the "Senior Lender Trust"). The Senior Securities (defined below), shall be
contributed to the Senior Lender Trust on the Effective Date. The Senior
Securities, together with (i) all cash and cash equivalents received in respect
of the Senior Securities from and after the Effective Date, (ii) proceeds of
Trust Actions (defined below) payable to the Senior Lender Trust pursuant to
paragraph 5 below and (iii) any Common Membership Interests or other equity
interests in the Reorganized Company to be distributed to the Senior Lender
Trust pursuant to paragraph 7 below shall comprise the entire corpus of the
Senior Lender Trust. The "Senior Securities" shall consist of the Bank Senior
Notes, the Bank Junior Notes, the Preferred Membership Interests, the securities
received on account of the Bank Pre-Petition Priority Claims (the "Bank Priority
Senior Note"), any securities received on account of the Securities Fee (the
"Securities Fee Note") and any securities received on account of the Remaining
Interest (defined below) (the "Interest Note"). The Senior Lender Trust shall
issue a participation certificate to (x) each Senior Lender representing its
interest in the Senior Lender Trust in an amount based on that portion of the
Class 2 Claims (if the Senior Securities include the Bank Priority Senior Note)
and Class 3 Claims held by such Senior Lender and the participation certificate
shall recognize the priority of the Class 2 Creditors with respect to the Bank
Priority Senior Note and (y) to the Creditors' Trust Trustee. The Steering
Committee shall designate a trustee (the "Lender Trustee") for the Senior Lender
Trust who shall act on behalf of the Senior Lenders in accordance with the terms
of the Senior Lender Trust agreement, and otherwise at the direction of the
Required Lenders for the Senior Securities (the "Required Lenders").
The right and power to vote with respect to the Senior Securities shall
remain solely within the control of the Lender Trustee acting at the direction
of the Required Lenders; provided, however, that (A) unless and until
Reorganized Venture is the subject of involuntary insolvency proceedings
commenced by third party unsecured lenders not influenced, controlled or
directed by the Senior Lenders or Lender Trustee (or voluntary insolvency
proceedings initiated by the Reorganized Company without the vote of the Senior
Lender non-independent director) (such insolvency, a "Qualified Insolvency"),
the Lender Trustee will not, for a period of three (3) years commencing on the
Effective Date and without the consent of the Creditors' Trust
2
Trustee, except as hereafter provided in this paragraph 3, (a) consent to or
cause a sale, merger, consolidation or other business combination of Reorganized
Venture or a significant portion of Reorganized Venture's assets, (b) consent to
or cause Reorganized Venture to refinance or restructure the Bank Senior Notes
or the Bank Junior Notes or redeem the Preferred Membership Interests; provided,
however, that the Lender Trustee may consent to or cause Reorganized Venture to
refinance the Bank Senior Notes or the Bank Junior Notes or redeem the Preferred
Membership Interests without the consent of the Creditors' Trust Trustee if (x)
with respect to each such issuance of securities, such issuance is paid in full,
including all accrued and unpaid interest and dividends, in cash, and (y) the
Creditor Trust receives a "make whole" payment from the Senior Lender Trust,
senior in right of payment to the Senior Lender Initial Entitlement, in the
amount of any lost residual interest as a result of such refinance or redemption
as though such Senior Securities had not been refinanced or redeemed until the
third anniversary date of the Effective Date, calculated, during the first and
second years after the Effective Date, at a discount rate of 0%, and during the
third year after the Effective Date at a discount rate of 5%, or (c) enforce the
liens, security interests and mortgages or other such rights granted to secure
the obligations under the Bank Senior Notes, the Bank Junior Notes, the Bank
Priority Senior Note, the Securities Fee Note or the Interest Note unless and
until the Exit Lenders take enforcement action pursuant to the terms of the Exit
Financing Facility, and (B) from and after a Qualified Insolvency, the Lender
Trustee will not, for a period of three (3) years commencing on the Effective
Date, enforce the liens, security interests and mortgages or other such rights
granted to secure the obligations under the Bank Senior Notes, the Bank Junior
Notes, the Bank Priority Senior Note, the Securities Fee Note or the Interest
Note without the consent of the Creditors' Trust Trustee except (subject to the
provisions of the following sentence) with respect to (I) supporting or
requiring a sale of Reorganized Venture to a third party (in which none of the
Senior Lenders or Exit Lenders as of the date of such proposed sale has any
equity interest ), (II) obtaining adequate protection of the liens, security
interests or other such rights for the benefit of the Senior Lender Trust , and
(III) pursuing an internal reorganization for Reorganized Venture that preserves
the economics contained in this Term Sheet. If (A) Reorganized Venture becomes
the subject of an insolvency proceeding within three years after the Effective
Date, (B) the EBITDA of Reorganized Venture excluding restructuring expenses,
from and after the first anniversary of the Effective Date and tested monthly
for the preceding 12 months on a rolling basis, has been at least $100 million
at the time of each measurement, (C) the Creditors' Trust proposes a plan of
reorganization (a "Qualified Plan") within six months after the petition date
that leaves the Senior Securities unimpaired and provides for the full cash
payment of the Exit Financing on the plan's effective date, (D) the Creditors'
Trust secures a firm commitment (subject to customary conditions) for financing
the Qualified Plan within six months after the petition date and (E) the
Qualified Plan is confirmed within 12 months after the petition date, then (1)
the Lender Trustee shall forbear from enforcing its liens and security interests
during the pendency of the bankruptcy proceeding (except to obtain adequate
protection for its secured interests during the pendency of the case), and (2)
the Creditors' Trust Trustee shall have the right, but not the obligation, to
acquire from the Lender Trustee all of the Lender Trustee's interests in the
Senior Securities (as well as the Lender Trustee's remaining interest in the
Creditors' Trust) for (i) the cash payment to the Lender Trustee, on or before
the third anniversary of the Effective Date, in an amount equal to the then
unpaid balance of the Senior Lender Initial Entitlement, plus (ii) one third of
all Common Membership Interests and other interests in the Reorganized Company
held by the Creditors' Trust, together with all distributions
3
received by the Creditors' Trust in respect of such interests under the
Qualified Plan, plus (iii) one third of all Trust Action recoveries obtained by
the Creditors' Trust from and after the date that the Senior Lender Initial
Entitlement has been paid Notwithstanding anything to the contrary in this
paragraph 3, the agreements in this paragraph 3 shall in no way impair or
prejudice (1) Winget's right to exercise Option A, (2) Reorganized Venture's
right in accordance with the terms of the Operating Agreement to redeem the
Preferred Membership Interests or refinance or restructure the Bank Senior
Notes, the Bank Junior Notes, the Bank Priority Senior Note or the Interest
Note, or (3) the Senior Lenders' right to agree to amendments and modifications
to the Senior Securities so long as such amendments and modifications are not
adverse to economic interests of the Creditors' Trust Trustee. The Senior
Lenders will agree to modifications to the Trust Agreement reasonably requested
by the Creditors' Committee to accommodate the foregoing provisions.
4. As set forth in the Plan, on the Effective Date the Agent shall receive
from the Reorganized Company cash in an amount equal to (i) all unpaid fees and
expenses incurred by the Agent through the Effective Date, plus (ii) 0.5% of the
face amount of the Bank Senior Notes, the Bank Junior Notes and the Preferred
Membership Interests (such cash, the "Securities Fee"), plus (iii) unpaid
interest accrued on the Bank Claims through the Effective Date (the "Accrued
Interest" and the Accrued Interest less $7.5 million, the "Remaining Interest").
On the Effective Date the Agent, acting on behalf of the Senior Lenders, will
loan $7.5 million in Accrued Interest paid in cash to the Agent by the
Reorganized Company to the Creditors' Trust solely for the purpose of funding
the litigation expenses of the Creditors' Trust (such amount, the "Creditors'
Trust Loan"). The Creditors' Trust Loan shall be evidenced by a note which (a)
will be held by the Agent, for the ratable benefit of the Senior Lenders, (b)
will be secured by a first priority lien on all the assets in the Creditors'
Trust and Senior Lender Trust, (c) will accrue interest at the same rate as the
Senior Lender Initial Entitlement, (d) will have no stated term, (e) will
require mandatory payments promptly upon the realization of any cash by the
Creditors' Trust, whether from Trust Actions (defined below) or otherwise, but
in no event from the cash loaned pursuant to the Creditors' Trust Loan (which
payments will be distributed by the Agent, when and as received, to the Senior
Lenders), and (f) will have recourse to the assets of the Creditors' Trust and
the Senior Lender Trust. Notwithstanding the foregoing, it is expected that the
plan will provide that, in lieu of receiving cash on account of the Securities
Fee, the Remaining Interest or the Bank Pre-Petition Priority Claims, the Senior
Lenders shall receive the Securities Fee Note, the interest Note, or the Bank
Priority Senior Note, respectively, which notes will be secured by the same
collateral as the Bank Senior Notes and the Bank Junior Notes and will bear a
rate of interest commensurate with the rate of interest to be paid on the exit
Financing Facility and that such securities will be senior in right of payment
to the Bank Senior Notes and Bank Junior Notes.
5. All recoveries by the Creditors' Trust, including recoveries on account of
the Winget Actions or the Avoidance Actions (all such recoveries, the "Trust
Actions") but excluding Common Membership Interests or other equity interests in
the Reorganized Company recovered by the Creditors' Trust, shall (i) be
converted to cash in an orderly liquidation, and (ii) be distributed in the
following order of priority. Moreover, if and to the extent Common Interests or
other equity interests in the Reorganized Company recovered by the Creditors'
Trust (whether by an exercise of the Creditors' Warrant or the successful
prosecution of claims against Winget or his affiliates other than Reorganized
Venture (collectively, the "Winget Defendants")) are
4
converted to cash, the proceeds of such interests shall also be distributed in
the following order of priority. For the avoidance of doubt, the Creditors'
Trust Trustee shall not be obligated to remit to the Agent or the Lender Trustee
proceeds of the Creditors' Trust Loan.
(a) First, to repay the reasonable fees, costs and expenses of the
Creditors' Trust Trustee;(1)
(b) Second, to repay the Creditors' Trust Loan;
(c) Third, to the Senior Lender Trust until such time as cash in an amount
equal to the Senior Lender Initial Entitlement (defined below) either has been
distributed by the Lender Trustee to the Senior Lenders or is being held in
trust by the Lender Trustee for the benefit of the Senior Lenders; and
(d) Fourth, after the Senior Lender Initial Entitlement has been paid in
full, (i) one third of all additional recoveries will be paid to the Senior
Lender Trust and (ii) two thirds will be paid to the Creditors' Trust Trustee
for distribution to the Creditors' Trust's beneficiaries (other than the Senior
Lender Trust).
The distributions described above to the Senior Lender Trust shall be made when
and as cash is received, but no more frequently than monthly.
The "Senior Lender Initial Entitlement" shall equal $400 million plus interest
accrued on the unpaid balance of such amount from the Effective Date through the
date the Senior Lender Initial Entitlement is paid in full in cash at a per
annum interest rate of, at the election of the lender Trustee, 90 day LIBOR plus
3.0%, compounded quarterly or 30 day LIBOR plus 3.0% compounded monthly;
provided, however, that such per annum interest rate shall in no event be less
than 5.0% or greater than 8.0%. For the avoidance of doubt, repayment of the
Creditors' Trust Loan from whatever the source shall not reduce or be applied
against the Senior Lender Initial Entitlement.
6. All cash received by the Senior Lender Trust on account of the Senior
Securities or the Trust Actions shall be distributed by the Lender Trustee, when
and as received (promptly after the effectiveness of the Plan, but no more
frequently than monthly) as follows:(2)
(a) First, to the Lender Trustee on account of reasonable fees, costs and
expenses of the Lender Trustee;
(b) Second, to the Agent to repay the Creditors' Trust Loan;
(c) Third, the amount of any "make whole" payment under paragraph 3 above
to the Creditors' Trust for distribution by the Creditors' Trust Trustee to the
beneficiaries other than the Senior Lender Trust;
- -----------------
(1) Excluding fees, costs and expenses incurred in connection with the
prosecution of claims by the Creditors Trust.
(2) For the avoidance of doubt, all fees, costs and expense of the agent under
the Senior Securities will be paid directly to such agent in accordance with the
terms of the Restructured Credit Agreement.
5
(d) Fourth, to the Senior Lenders until such time as cash in an amount
equal to the Senior Lender Initial Entitlement has been distributed by the
Lender Trustee to the Senior Lenders; and
(e) Fifth, after the Senior Lender Initial Entitlement has been paid in
full, (i) one third of the cash received by the Senior Lender Trust on account
of the Senior Securities and 100% of Trust Action proceeds received by the
Senior Lender Trust shall be distributed by the Lender Trustee to the Senior
Lenders, and (ii) two thirds of the cash received by the Senior Lender Trust on
account of the Senior Securities shall be paid to the Creditors' Trust for
distribution by the Creditors' Trust Trustee to the beneficiaries other than the
Senior Lender Trust. Any non-cash assets received by the Senior Lender Trust as
consideration for the Senior Securities shall be held by the Senior Lender Trust
until monetized and such cash proceeds therefrom shall be distributed as set
forth above.
7. If recoveries in respect of the Trust Actions are insufficient to repay
the Creditors' Trust Loan, all Common Membership Interests or other equity
interests in the Reorganized Company recovered by the Creditors' Trust (whether
by an exercise of the Creditors' Warrant or the successful prosecution of claims
against the Winget Defendants) shall be held by the Creditors' Trust Trustee for
the benefit of the Agent until such time as such interests have been monetized
and sufficient proceeds of such interests have been paid to the Agent to satisfy
the Creditors' Trust Loan in full or until the Creditors' Trust Loan has been
paid in full. After the Creditors' Trust Loan has been paid in full, all Common
Membership Interests or other equity interests in the Reorganized Company
recovered by the Creditors' Trust (whether by an exercise of the Creditors'
Warrant or the successful prosecution of claims against the Winget Defendants)
shall be held by the Creditors' Trust Trustee for the benefit of the Lender
Trustee until such time as the Senior Lender Initial Entitlement has been paid.
After the Senior Lender Initial Entitlement has been paid in full, one third of
all Common Membership Interests or other equity interests in the Reorganized
Company then held or thereafter recovered by the Creditors' Trust (whether by an
exercise of the Creditors' Warrant or the successful prosecution of claims
against the Winget Defendants) shall be held by the Creditors' Trust Trustee for
the benefit of the Lender Trustee until monetized or distributed in kind. For
the avoidance of doubt and except for cash proceeds of Common Membership
Interests or other equity interests in the Reorganized Company actually
distributed to the Agent or the Lender Trustee, the value of Common Membership
Interests or other equity interests in the Reorganized Company held by the
Creditors' Trust Trustee for the benefit of the Agent or the Lender Trustee
pursuant to this paragraph 7 shall not reduce or in any way satisfy the
Creditors' Trust Loan or the Senior Lender Initial Entitlement. The Lender
Trustee shall have the right and a proxy to vote one third of all Common
Membership Interests or other equity interests in the Reorganized Company in the
Creditors' Trust that are held by the Creditors' Trust Trustee at any given
time. The Creditors' Trust Trustee shall not be obligated to distribute the
Common Membership Interests or other equity interests in the Reorganized Company
(in contrast to cash proceeds of such interests) to the Senior Lender Trust
unless and until such distribution is allowed pursuant to the terms of the Plan.
8. Selection of professionals by the Creditors' Trust Trustee to prosecute
the Trust Actions shall be subject to the approval of the Lender Trustee;
provided, however, that Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton
LLP shall be deemed to be approved without any consent of the Lender Trustee.
Additionally, the Creditors' Trust Trustee may not, without
6
the consent of the Lender Trustee, which consent shall not be unreasonably
withheld, settle or compromise any Trust Action or enter into any settlement
that would in any way affect the determination of the value of the Creditors'
Warrant, including any settlement in the context of the Valuation Procedures
Motion.
9. The Plan will be modified to provide trade creditors and convenience class
creditors with the same treatment that is currently prescribed for Class 5
unsecured creditors; provided, however, that if the Court determines that the
foregoing modifications are adverse to Winget in a manner that would excuse him
from performing the Contribution Agreement, the treatments prescribed in the
pending Plan will automatically be reinstated. The trade creditors and
convenience class creditors will vote as both Class 5 creditors and as creditors
in their respective classifications under the pending Plan.
10. In the event the Plan is not confirmed, the Agent, acting on behalf of the
Senior Lenders, upon request of the Oversight Committee or the Creditors'
Committee, will loan $5.0 million upon the earlier to occur of (i) confirmation
of an alternative plan or (ii) the receipt by the Pre-Petition Agent of cash in
connection with the consummation of a 363 sale and after repayment in full of
all costs, fees and expenses of the Pre-Petition Agent, to the entity created to
pursue litigation claims against Winget or affiliates of Winget other than (1)
the Debtors and (2) the parties to the Existing Bank Facility and any documents
executed in connection therewith and any direct or indirect subsidiaries of such
parties (the "Litigation Trust"), solely for the purpose of funding the
litigation expenses of the Litigation Trust in connection with such litigation
claims (the "Litigation Loan"). For the avoidance of doubt, the Litigation Loan
shall not be used to attack or challenge (I) the claims of the Pre-Petition
Lenders in connection with the Existing Bank Facility and the documents executed
in connection therewith, (II) the guarantees executed in connection with the
Existing Bank Facility and the documents executed in connection therewith, and
(III) the validity of the Pre-Petition Lenders' liens on, or security interest
in or pledges of, the collateral provided pursuant to the Existing Bank Facility
and the documents executed in connection therewith. The Litigation Loan shall be
evidenced by a note which (a) will be held by the Agent, for the ratable benefit
of the Senior Lenders, (b) will be secured by a first priority lien on all the
assets in the Litigation Trust, (c) will accrue interest at the same rate as the
Senior Lender Initial Entitlement, (d) will have no stated term, (e) will
require mandatory payments immediately upon the realization of any cash by the
Litigation Trust, from whatever the source (which payments will be distributed
by the Agent, when and as received, to the Senior Lenders), and (f) will have
recourse solely to the assets of the Litigation Trust. Notwithstanding anything
to the contrary in this Term Sheet, the agreement to make the Litigation Loan is
conditioned upon both the approval of the Required Pre-Petition Lenders under
the Existing Bank Facility and a determination by the Bankruptcy Court, after
notice and a hearing, that such approval is sufficient to authorize the
Litigation Loan. The Steering Committee will seek to obtain Required
Pre-Petition Lender approval by May 24, 2004. The parties to the Term Sheet
agree to use reasonable best efforts to conduct a hearing with respect to the
approval of the Litigation Loan on June 10, 2004. Notwithstanding anything to
the contrary contained in this paragraph 10, the Senior Lenders shall have no
obligation to make the Litigation Loan if the Holders of Class 2 and Class 3
Claims vote to accept the Plan and Holders of Class 5 Claims fail to accept the
Plan in accordance with the provisions of the Bankruptcy Code.
7
11. The Steering Committee reserves the right to modify the Plan in any manner
reasonably necessary to address any objection that may be raised by Winget (or
his non-Debtor affiliates) in connection with the confirmation of the Plan
provided that such modifications do not adversely affect the treatment of Class
5 Creditors, or Class 6 Creditors and Class 7 Creditors if such claims are
treated as contemplated under the original plan; provided however, that the
Steering Committee will not seek to so modify the Plan without obtaining the
written consent of the Official Committee which consent shall not be
unreasonably withheld. Additionally, the Steering Committee will (i) consult
with the Creditors' Committee with respect to Officers, Senior Management, the
Employment Agreements and the Exit Facility; (ii) will oppose any settlement in
the context of a determination of the Value of Extinguished Actions that is not
supported by the Creditors' Trust Trustee; (iii) will not waive any condition to
the effectiveness of the Plan, or permit any modification thereto, or support
the withdrawal of the Plan, without the approval of the Creditors' Committee,
(iv) accept modifications to the Plan and the Reorganization Documents requested
by the Creditors' Committee that are (a) acceptable to the Steering Committee,
and (b) do not result in changes to the original plan that are materially
adverse to Winget and the Transferors taken as a whole as determined by an order
of the Bankruptcy Court, and (v) support a change to the Plan that provides that
the members of the Oversight Committee shall be appointed by the Creditors
Committee and that the Oversight Committee shall appoint the Creditors' Trust
Trustee provided that such changes are not determined to be materially adverse
to Winget and the Transferors taken as a whole by the Bankruptcy Court, and the
Steering Committee will use reasonable efforts to oppose any argument that such
changes to the Plan constitute changes that are materially adverse to Winget and
the Transferors taken as a whole.
12. Until June 30, 2004, unless the parties to the Contribution Agreement
agree to extend the June 30, 2004 termination date under the Contribution
Agreement or the Bankruptcy Court enters an order extending the June 30, 2004
termination date under the Contribution Agreement, in which case until such
extended termination date, the Senior Lenders agree that, (i) absent written
agreement of the Creditors Committee, for so long as the parties in good faith
pursue confirmation of the Plan and the transactions contemplated by this Term
Sheet, the Senior Lenders will refrain from proceeding with the pending
adversary complaint (Adv. Pro. No. 04-4399) which seeks foreclosure on certain
assets of non-Debtor affiliates of Winget, (ii) the Creditors' Committee shall
retain all rights and remedies with respect to the Foreclosure Complaint or any
similar action by such lenders, and (iii) the Senior Lenders shall not assert
any waiver, laches or other defense based on the Creditors' Committee's (A)
execution of this Term Sheet, (B) pursuit of the transactions contemplated by
this Term Sheet, or (C) delay in asserting any rights or remedies as a result of
the foregoing.
13. The approval of the Settlement Agreement pursuant to the Settlement Motion
and the consummation of the transactions contemplated hereby, including
execution of all necessary documentation, shall be a condition to the
confirmation and effectiveness of the Plan.
14. The Senior Lenders will support and will not interfere in the litigation
that the Creditors' Trust prosecutes.
15. The Steering Committee will support an amendment to the Plan providing
exculpation to the Creditors' Committee and its members and their respective
affiliates, professionals, agents,
8
officers, directors and employees and a release by the Debtors of the Creditors'
Committee and its members and their respective affiliates, professionals,
agents, officers, directors and employees provided that such amendments do not
result in a change to the original plan that is materially adverse to Winget and
the Transferors taken as a whole as determined by an order of the Bankruptcy
Court and the Steering Committee will use reasonable efforts to oppose any
argument that such exculpation or release constitutes a change that is
materially adverse to Winget and the Transferors taken as a whole.
16. The Steering Committee and the Creditors' Committee shall use all
reasonable efforts to structure the transactions contemplated herein in a manner
that is the most tax advantageous and which is designed, to the extent
practicable, to not cause the Debtors, the Creditors' Trust or the Senior Lender
Trust to become a public company subject to the reporting requirements of
Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or
cause the Creditors' Trust or the Senior Lender Trust to be required to be
registered as an "investment company" as such term is defined in the Investment
Company Act of 1940, as amended.
9
EXHIBIT K
SETTLEMENT TERM SHEET
I-4
EXHIBIT K
Summary of Terms of Bank Priority Senior Notes, Bank Senior Notes, Excess
Interest Notes, Success Fee Notes, Bank Junior Notes and Preferred Membership
Interest(1)
BANK PRIORITY SENIOR NOTES:
(i) recourse: full recourse to Reorganized Venture and it subsidiaries
(the "Obligors") and secured by liens on substantially all of the assets
of the Obligors (the "Collateral") and pledges of the equity of the
Obligors (the "Pledges")
(ii) interest: interest shall be payable in cash at a rate equal to the
applicable rate of interest on term loans under the Exit Facility and
shall be payable on the same payment dates as interest on term loans is
payable pursuant to the terms of the Exit Facility; provided, however,
that interest on the Bank Senior Priority Notes shall be paid in cash only
to the extent the cash payment of such interest is permitted under the
terms of the Exit Facility; provided, further, that to the extent that the
cash payment of interest is not permitted under the Exit Facility,
interest shall be PIK at the same rate and during such period as if such
interest were permitted to be paid in cash under the Exit Facility
(iii) term: 3.0 years
(iv) mandatory prepayments: subject to (a) Reorganized Venture having
available cash plus undrawn availability under the Exit Facility in the
aggregate minimum amount of $20 million and (b) limitations that may be
imposed in connection with an Exit Facility:
(1) mandatory payments of 75% of excess cash flow in excess of [$ To
Be Determined] on an LTM basis calculated quarterly;
(2) mandatory prepayments equal to 100% of all tax refunds due to
any Obligor; and
(3) mandatory prepayments equal to 100% of after-tax net asset sale
proceeds (subject to a $100,000 aggregate annual retention by the
Reorganized Venture)
(v) prepayment premium: none
(vi) amortization: principal payments shall be due on the same payment
dates as the terms loans under the Exit Facility; provided, however, that
principal payments which are due prior to the maturity date of the Bank
Senior Priority Notes shall be paid only to the extent the cash payment of
such principal is permitted under the terms of the Exit Facility
(vii) collateral and subordination: the Bank Priority Senior Notes shall
rank junior in right of payment and lien priority to the Exit Facility and
senior in the right of payment
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(1) This summary of terms is subject in all respects to the relevant
Reorganization Documents, including, without limitation, the terms of the
Restructured Credit Agreement.
and lien priority to the Securities Fee Notes, the Excess Interest Notes,
the Bank Senior Notes and the Bank Junior Notes
(viii) covenants, conditions, representations and warranties:
substantially similar in type to those contained in the Existing Bank
Facility, but modified in content in a manner that is acceptable to the
Steering Committee, Winget, the Reorganized Company and the Exit Facility
lenders, plus such others as may be agreed to by the Steering Committee,
Winget, the Reorganized Company and the Exit Facility lenders
SECURITIES FEE NOTES:
(i) recourse: full recourse to the Obligors and secured by a lien on all
of the Collateral and the Pledges
(ii) interest: interest shall be payable in cash at a rate equal to the
applicable rate of interest on term loans under the Exit Facility and
shall be payable on the same payment dates as interest on term loans is
payable pursuant to the terms of the Exit Facility; provided, however,
that interest on the Securities Fee Notes shall be paid in cash only to
the extent the cash payment of such interest is permitted under the terms
of the Exit Facility; provided, further, that to the extent that the cash
payment of interest is not permitted under the Exit Facility, interest
shall be PIK at the same rate and during such period as if such interest
were permitted to be paid in cash under the Exit Facility
(iii) term: 3.0 years
(iv) mandatory prepayments: subject to (a) Reorganized Venture having available
cash plus undrawn availability under the Exit Facility in the aggregate
minimum amount of $20 million, (b) the payment in full of the Bank
Priority Senior Notes and (c) limitations that may be imposed in
connection with an Exit Facility:
(1) mandatory payments of 75% of excess cash flow in excess of [$ To
Be Determined] on an LTM basis calculated quarterly;
(2) mandatory prepayments equal to 100% of all tax refunds due to
any Obligor; and
(3) mandatory prepayments equal to 100% of after-tax net asset sale
proceeds (subject to a $100,000 aggregate annual retention by the
Reorganized Venture)
(v) prepayment premium: none
(vi) amortization: principal payments shall be due on the same payment
dates as the terms loans under the Exit Facility; provided, however, that
principal payments which are due prior to the maturity date of the
Securities Fee Notes shall be paid only to the extent the cash payment of
such principal is permitted under the terms of the Exit Facility
(vii) collateral and subordination: the Securities Fee Notes (1) shall
rank junior in right of payment and lien priority to the Exit Facility and
Bank Priority Senior Notes, (2) shall rank pari passu in right of payment
priority and lien priority with the Excess Interest Notes and (3) shall
rank senior in right of payment priority and lien priority to the Bank
Senior Notes and the Bank Junior Notes
(viii) covenants, conditions, representations and warranties:
substantially similar in type to those contained in the Existing Bank
Facility, but modified in content in a manner that is acceptable to the
Steering Committee, Winget, the Reorganized Company and the Exit Facility
lenders, plus such others as may be agreed to by the Steering Committee,
Winget, the Reorganized Company and the Exit Facility lenders
EXCESS INTEREST NOTES:
(i) recourse: full recourse to the Obligors and secured by a lien on all
of the Collateral
(ii) interest: interest shall be payable in cash at a rate equal to the
applicable rate of interest on term loans under the Exit Facility and
shall be payable on the same payment dates as interest on term loans is
payable pursuant to the terms of the Exit Facility; provided, however,
that interest on the Excess Interest Notes shall be paid in cash only to
the extent the cash payment of such interest is permitted under the terms
of the Exit Facility; provided, further, that to the extent that the cash
payment of interest is not permitted under the Exit Facility, interest
shall be PIK at the same rate and during such period as if such interest
were permitted to be paid in cash under the Exit Facility
(iii) term: 3.0 years
(iv) (vi) mandatory prepayments: subject to (a) Reorganized Venture having
available cash plus undrawn availability under the Exit Facility in the
aggregate minimum amount of $20 million, (b) the payment in full of the
Bank Priority Senior Notes and (c) limitations that may be imposed in
connection with an Exit Facility:
(1) mandatory payments of 75% of excess cash flow in excess of [$ To
Be Determined] on an LTM basis calculated quarterly;
(2) mandatory prepayments equal to 100% of all tax refunds due to
any Obligor; and
(3) mandatory prepayments equal to 100% of after-tax net asset sale
proceeds (subject to a $100,000 aggregate annual retention by the
Reorganized Venture)
(v) prepayment premium: none
(vi) amortization: principal payments shall be due on the same payment
dates as the terms loans under the Exit Facility; provided, however, that
principal payments which are due prior to the maturity date of the Excess
Interest Notes shall be paid only to the extent the cash payment of such
principal is permitted under the terms of the Exit Facility
(vii) collateral and subordination: the Excess Interest Notes (1) shall
rank junior in right of payment and lien priority to the Exit Facility and
Bank Priority Senior Notes, (2) shall rank pari passu in right of payment
priority and lien priority with the Securities Fee Notes and (3) shall
rank senior in lien priority to the Bank Senior Notes and the Bank Junior
Notes
(viii) covenants, conditions, representations and warranties:
substantially similar in type to those contained in the Existing Bank
Facility, but modified in content in a manner that is acceptable to the
Steering Committee, Winget, the Reorganized Company and the Exit Facility
lenders, plus such others as may be agreed to by the Steering Committee,
Winget, the Reorganized Company and the Exit Facility lenders
BANK SENIOR NOTES:
(i) recourse: full recourse to the Obligors and secured by a lien on
all of the Collateral and the Pledges
(ii) principal: aggregate principal balance of (approximately) $200
million
(iii) interest: monthly cash pay interest (in arrears) at LIBOR (with a
LIBOR floor of 2.00%) plus 7.00%, provided, however, that interest on the
Bank Senior Notes shall be paid in cash only to the extent and during
such periods as permitted under the terms of the Exit Facility; provided,
further, to the extent that the cash payment of interest is not permitted
under the Exit Facility, interest that would otherwise be payable in cash
shall be PIK monthly at the same rate of interest as if such interest
were permitted to be paid in cash
(iv) term: 3.0 years
(v) amortization: to be set at such levels and periods as shall be
mutually acceptable to the Steering Committee, the Debtors, the Exit
Facility lenders and Winget
(vi) mandatory prepayments: subject to (a) Reorganized Venture having
available cash plus undrawn availability under the Exit Facility in the
aggregate minimum amount of $20 million, (b) the payment in full of the
Bank Priority Senior Notes and (c) limitations that may be imposed in
connection with an Exit Facility:
(1) mandatory payments of 75% of excess cash flow in excess of [$
To Be Determined] on an LTM basis, calculated quarterly;
(2) mandatory prepayments equal to 100% of all tax refunds due to
any Obligor; and
(3) mandatory prepayments equal to 100% of after-tax net asset
sale proceeds (subject to a $100,000 aggregate annual retention by
the Reorganized Venture).
(vii) prepayment premium: none
(viii) restructuring fee: .50% of the principal balance of the Bank
Senior Notes, payable in cash on the Effective Date from the proceeds of
the Exit Facility, provided, however, that to the extent such
restructuring fee is not paid in cash, it shall be evidenced by, and
payable pursuant to the terms of, the Securities Fee Notes
(ix) collateral and subordination: the Bank Senior Notes (1) shall rank
junior in right of payment and lien priority to the Exit Facility, the
Bank Priority Senior Notes, the
Securities Fee Notes and the Excess Interest Notes, (2) shall rank pari
passu in right of payment with the Bank Junior Notes, and (3) shall rank
senior in lien priority to the Bank Junior Notes.
(x) agency fee: Same amount and payment terms as in Existing Bank
Facility.
(xi) covenants, conditions, representations and warranties: same as
those contained in the Existing Bank Facility with modifications
acceptable to by the Steering Committee, Winget, the Reorganized Company
and the Exit Facility lenders
BANK JUNIOR NOTES:
(i) recourse: full recourse to the Obligors and secured by a lien on
all of the Collateral
(ii) principal: aggregate principal balance of $50 million
(iii) interest: monthly cash pay interest (in arrears) at 5% per annum
plus an additional interest PIK quarterly at 8% per annum; provided,
however, that interest on the Bank Junior Notes shall be paid in cash
only to the extent and during such periods permitted under the terms of
the Exit Facility; provided, further, that to the extent that the cash
payment of interest is not permitted under the Exit Facility, interest
that would otherwise be payable in cash shall be PIK monthly at the same
rate of interest as if such interest were permitted to be paid in cash
(iv) term: 3.0 years
(v) amortization: balloon at maturity
(vi) mandatory prepayments: subject to (a) Reorganized Venture having
available cash plus undrawn availability under the Exit Facility in the
aggregate minimum amount of $20 million, (b) the payment in full of the
Bank Priority Senior Notes, the Securities Fee Notes, the Excess Interest
Notes and the Bank Senior Notes and (c) limitations that may be imposed
in connection with an Exit Facility:
(1) mandatory payments of 75% of excess cash flow in excess of [$
To Be Determined] on an LTM basis calculated quarterly;
(2) mandatory prepayments equal to 100% of all tax refunds due to
any Obligor; and
(3) mandatory prepayments equal to 100% of after-tax net asset
sale proceeds (subject to a $100,000 aggregate annual retention by
the Reorganized Venture)
(vii) prepayment premium: none
(viii) restructuring fee: .50% of the principal balance of the Bank
Junior Notes, payable in cash on the Effective Date from the proceeds of
the Exit Facility, provided, however, that to the extent such
restructuring fee is not paid in cash, it shall be evidenced by, and
payable pursuant to the terms of, the Securities Fee Notes
(ix) collateral and subordination: the Bank Junior Notes (1) shall rank
junior in right of payment and lien priority to the Exit Facility, the
Bank Priority Senior Notes, the Securities Fee Notes and the Excess
Interest Notes, (3) shall rank junior in lien priority to the Bank Senior
Notes and (4) shall rank pari passu in right of payment priority with the
Bank Senior Notes
(x) covenants: same as those contained in the Existing Bank Facility
with modifications acceptable to the Steering Committee, Reorganized
Venture, Winget and the Exit Facility lenders
PREFERRED MEMBERSHIP INTERESTS:
(i) issuer: Venture Delaware
(ii) interest: PIK dividends during the first year following the
Effective Date at the per annum rate of 15%, and thereafter at the per
annum rate of 20%
(iii) principal: $175 million
(iv) restructuring fee: .50% of the principal balance of the Preferred
Membership Interests, payable in cash on the Effective Date from the
proceeds of the Exit Facility, provided, however, that to the extent such
restructuring fee is not paid in cash, it shall be evidenced by, and
payable pursuant to the terms of, the Securities Fee Notes
(v) redemption by Venture Delaware: the Preferred Membership Interests
can be redeemed by the Venture Delaware at par plus all accrued but
unpaid dividends at any time after the Bank Priority Senior Notes,
Securities Fee Notes, Excess Interest Notes, Bank Senior Notes and the
Bank Junior Notes have been paid in full and, in the event that the
majority share of the Exit Facility is provided by a subset of the
Pre-Petition Lenders, the Exit Facility has been paid in full and any
commitments in respect of the Exit Facility have been terminated
(vi) other terms: the Preferred Membership Interests will be
structured, to the extent possible, in a manner most tax efficient to the
holders in respect of the dividends. The terms and conditions of the
Preferred Membership Interests and the charters, articles and by-laws of
Reorganized Venture shall be in form and substance satisfactory to the
Steering Committee and Winget
EXHIBIT L
Chart Describing Modifications to
the Debtors' Joint Plan of
Reorganization
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
SECOND AMENDED PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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1.04 (New) New Defined Term - Affiliate Guarantors. Those N/A
Affiliates of Winget and the Debtors that
guaranteed the indebtedness owed by Venture to the
Pre-Petition Lenders pursuant to the Existing
Bank Facility.
1.18 The definition of Bank Junior Notes has been Original Definition - Bank Junior Notes.
modified to reflect that the obligations evidenced The obligations evidenced by the Bank
by the Bank Junior Notes are now subordinated in Junior Notes will be subordinated in right
right of payment to not only the Exit Financing of payment to only the Exit Financing
Facility, as it was in the original Plan, but also Facility and the liens securing payment of
the Bank Priority Senior Notes, the Securities Fee the Bank Junior Notes were subordinated in
Notes and the Excess Interest Notes; additionally, priority to the liens securing payment of
the liens securing payment of the Bank Junior Notes both the Exit Facility and the Bank Senior
will now be subordinated in priority to the liens Notes.
securing payment of the Exit Facility, the Bank
Senior Notes, the Bank Priority Senior Notes, the
Securities Fee Notes and the Excess Interest Notes.
1.19 (New) New Defined Term - Bank One, NA Claim. The alleged N/A
secured claim asserted by Bank One, NA under the
Existing Bank Facility, in the amount of
$7,334,395.60 arising out of costs of defending and
settling a lawsuit against Bank One, NA captioned
ORIX Capital Markets, LLC vs. Bank One Capital
Markets, Bank One, NA and Venture Holdings Company,
LLC, Cause No. 02-04999 filed in the 134th Judicial
District Court, Dallas County, Texas, and cost
incurred in closing out Term C Loans (as defined in
the Existing Bank Facility) made by Bank One, NA as
part of the Term C Loan syndication process.
1.21 New Defined Terms - Bank Priority Senior Notes. N/A
Priority senior secured notes in the aggregate
principal amount of the Bank Pre-Petition Priority
Claims to be issued on the Effective Date to the
Pre-Petition Lenders in accordance with, and shall
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
SECOND AMENDED PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
- ------------------------------------------------------------------------------------------------------------------------
be secured by the Liens as set forth in, the
Restructured Credit Agreement. The obligations
evidenced by the Bank Priority Senior Notes will be
subordinated in right of payment to the Exit
Financing Facility and the liens securing payment
of the Bank Priority Senior Notes will be
subordinated in priority to the liens securing
payment of the Exit Financing Facility. The Bank
Priority Senior Notes will be senior in right of
payment to the Bank Senior Notes and the Bank
Junior Notes and the liens securing the Bank
Priority Senior Notes will be pari passu in right
of priority to the liens securing the Bank Senior
Notes.
1.23 Modified Definition - Bank Senior Notes. Senior Original Definition - Bank Senior Notes.
secured notes in an aggregate principal amount Senior secured notes in an aggregate
equal to the total principal amount of the Allowed principal amount equal to the total
Bank Claims minus $225 million. The Debtors principal amount of the Bank Claims on the
estimate that the principal amount of the Bank Effective Date, minus $225 million. The
Senior Notes will be approximately $200 million. Debtors estimate that the principal amount
The Bank Senior Notes shall be issued on the of the Bank Senior Notes will be
Effective Date to the Pre-Petition Lenders in approximately $195 million. The Bank
accordance with the Restructured Credit Agreement. Senior Notes shall be issued on the
The obligations evidenced by the Bank Senior Notes Effective Date to the Pre-Petition Lenders
will be subordinate in right of payment to the in accordance with the Restructured Credit
Exit Financing Facility, the Bank Priority Senior Agreement. The obligations evidenced by
Notes, the Securities Fee Notes and the Excess the Bank Senior Notes will be subordinate
Interest Notes and the liens securing payment of in right of payment to the Exit Financing
the Bank Senior Notes will be subordinate in Facility, the Bank Priority Senior Notes,
priority to the liens securing payment of the Exit the Securities Fee Notes and the Excess
Financing Facility and senior in priority to the Interest Notes and the liens securing
liens securing the Bank Junior Notes. To the payment of the Bank Senior Notes will be
extent the Bank One, NA Claim or the Orix Claim subordinate in priority to the liens
become Allowed Claims, the principal amount of the securing payment of the Exit Financing
Bank Senior Notes shall be increased by the Facility.
Allowed amount of the Bank
2
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF THE DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
SECOND AMENDED PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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One, NA Claim and the Orix Claim to the
extent not otherwise included in the Allowed Bank
Claims.
1.34 Modified Definition - Claims Filing Bar Date. Original Definition - Claims Filing Bar
December 15, 2004 as otherwise provided in the Date. October 15, 2003 or as otherwise
Order Modifying Order Establishing Bar Dates filed provided in the Order Establishing Bar
with the Bankruptcy Court on November 11, 2003, Dates for Filing Proofs of Claim and
or, in the case of Claims allowable as a result of Proofs of Interest and Approving Form and
a judgment or order, the time set by Bankruptcy Manner of Notice Thereof filed with the
Rule 3002(4). Bankruptcy Court on August 29, 2003, or,
in the case of Claims allowable as a
result of a judgment or order, the time
set by Bankruptcy Rule 3002(4).
1.41 Modified Definition - Confirmation Order. The Original Definition -Confirmation Order.
order of the Bankruptcy Court confirming the Plan, The order of the Bankruptcy Court
in form and substance reasonably acceptable to the confirming the Plan, in form and substance
Debtors, Winget and the Steering Committee, and in reasonably acceptable to the Debtors,
the form agreed to pursuant to the Contribution Winget and the Steering Committee, and in
Agreement and attached thereto. Subject to a the form agreed to pursuant to the
Qualified Finding, the Steering Committee and the Contribution Agreement and attached
Debtors will support any modifications to the thereto.
Confirmation Order proposed by the Creditors'
Committee that are reasonably acceptable to the
Steering Committee and the Debtors.
1.49 Modified Definition - DIP Facility. Collectively, Original Definition - DIP Facility.
obligations under (I) the Amended and Restated All obligations under the Post-Petition
Post-Petition Credit Agreement dated as of March Credit Agreement, among Venture, as
28, 2003, among Venture, as borrower, the borrower, the Post-Petition Agent and
Post-Petition Agent and the lenders party thereto the lenders party thereto as amended,
as amended, and all documents ancillary thereto, and all documents ancillary thereto,
including, without limitation, the guaranties of including, without limitation, the
the other Debtors and the Affiliate Guarantors guaranties of the other Debtors and
executed in connection therewith, as the same has Deluxe Pattern Company, executed in
connection therewith.
3
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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been, and may be, amended from time to time and (ii) the
Senior Post-Petition Credit Agreement, to be dated June
3, 2004, among Venture, as borrower, the Post-Petition
Agent and the lenders party thereto as amended, and all
documents ancillary thereto, including, without
limitation, the guaranties of the other Debtors executed
in connection therewith, as the same has been, and may
be, amended from time to time.
1.50 The Definition of "DIP Orders" has been modified to Original Definition -DIP Order. The Final Order
include reference to the Order (I) Authorizing Debtors Authorizing Debtors in Possession to Enter Into
to Enter Into Senior Post-Petition Credit Agreement And Post-Petition Financing Agreement and Obtain
Obtain Post-Petition Financing Pursuant To Sections 363, Post-Petition Financing Pursuant to Sections 363 and 364
364 And 105 of the Bankruptcy Code, (II) Granting Senior of the Bankruptcy Code and Providing Adequate Protection
Liens, Security Interests, and Superpriority Claims, and Granting Liens, Security Interests and Superpriority
(III) Authorizing the Conversion of Certain Revolving Claims and Authorizing Debtors to Enter Into Access and
Credit Obligations Into Term Loan Obligations, (IV) Accommodation Agreements entered by the Bankruptcy Court
Authorizing the Debtors to Enter Into Modifications of on March 31, 2003, as amended from time to time.
Certain Customer Agreements, and (V) Granting Related
Relief to be entered by the Bankruptcy Court on June 3,
2004.
1.51 Modified Definition - Disbursing Agent. The Reorganized Original Definition - Disbursing Agent. The Reorganized
Debtors or any Person designated by the Reorganized Debtors or any Person designated by the Reorganized
Debtors and the Creditors' Committee to serve as a Debtors to serve as a disbursing agent under Article 8 of
disbursing agent under Article 8 of the Plan. The the Plan.
Creditors' Committee has been added as a party that can
designate the person to serve as a disbursing Agent
under Article 8 of the Plan.
1.52 Modified Definition - Disclosure Statement. The Second Original Definition - Disclosure Statement. The
Amended Disclosure Statement that relates to and Disclosure Statement that relates to and accompanies the
accompanies
4
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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the Plan, as it may be supplemented, amended or modified Plan, as it may be supplemented, amended or modified from
from time to time, and that is prepared and distributed time to time, and that is prepared and distributed in
in accordance with Section 1125 of the Bankruptcy Code, accordance with Section 1125 of the Bankruptcy Code, and
and in form and substance reasonably acceptable to in form and substance acceptable to Debtors, the Steering
Debtors, the Steering Committee, Winget and, subject to Committee and Winget.
a Qualified Finding, the Creditors' Committee.
1.54 The Definition of "Distributions" has been modified to Original Definition - Distributions. The distributions to
include Priority Senior Notes, Securities Fee Notes, and be made in accordance with the Plan of, as the case may
excess Interest Notes as distributions to be made be: (a) cash, (b) Bank Junior Notes, (c) Bank Senior
pursuant to the Plan in addition to the distributions Notes, (c) Bank Senior Notes, (d) Common Membership
contained in the Original Plan. Interests, (e) Preferred Membership Interests, (f) the
Creditors' Warrant, (g) other interests in the Creditors'
Trust and (h) any other distributions to Holders of
Claims under the terms and provisions of the Plan.
1.55 (new) New Defined Term - DTC Participants. The bank, broker, N/A
or other nominee that is the record holder of the
securities position on record at the Depository with
respect to the Old Notes and which holds such securities
position for the account of the beneficial owner of the
Old Notes, including, without limitation, the DTC
Participant itself in its capacity as beneficial owner
to the extent that the DTC Participant holds Old Notes
for its own account.
1.61 (new) New Defined Term - Excess Interest. That amount of N/A
interest payable to the Holders of Claims in Class 3 in
excess of $7.5 million.
1.62 (new) New Defined Term - Excess Interest Notes. Notes in a N/A
principal amount equal to the Excess Interest to be
issued on the Effective Date to the Pre-Petition Lenders
in Class 3 in
5
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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accordance with, and shall be secured by the Liens as
set forth in, the Restructured Credit Agreement. The
obligations evidenced by Excess Interest Notes will rank
(i) senior in payment priority to the Bank Senior Notes
and (ii) pari passu in lien priority to the Bank Senior
Notes.
1.66 Modified Definition - Exit Financing Facility. The exit Original Definition - Exit Financing Facility. The exit
financing facility obtained by the Reorganized Debtors financing facility obtained by the Reorganized Debtors
and pursuant to the provisions of the Plan, which shall and pursuant to the provisions of the Plan, which shall
be senior in lien and payment priority to the Bank be senior in lien and payment priority to the Bank Senior
Priority Senior Notes, the Bank Senior Notes, the Notes and the Bank Junior Notes pursuant to the
Securities Fee Notes, the Excess Interest Notes and the Subordination Agreement and which shall be a condition to
Bank Junior Notes pursuant to the Subordination the Effective Date.
Agreement and which shall be a condition to the
Effective Date.
1.96 (new) New Defined Term - Original Plan. The Joint Plan of N/A
Reorganization and all supplements and exhibits thereto
as filed by the Debtors with the Bankruptcy Court on
September 24, 2003.
1.97 (new) New Defined Term - Orix Claim. The alleged secured claim N/A
asserted by Orix Capital Markets LLC under the Existing
Bank Facility in the amount of $1,537,330.57 arising out
of the case captioned ORIX Capital Markets, LLC, ORIX
Finance Corp. I and Seabord CLO 2000 LTD. vs. Venture
Holdings Company, LLC., United States District Court,
Eastern Division of Michigan, Southern Division, Case,
Case No. 02-74554.
1.103 The definition of "Post-Petition Agent" has been Original Definition - Post-Petition Agent. Bank One, N.A.
modified to replace Bank One, N.A. with Black Diamond as the Administrative Agent under the DIP Facility.
Commercial Finance, LLC as the Administrative Agent
under the DIP Facility.
6
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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1.112 (new) New Defined Term - Qualified Finding. An order by the N/A
Bankruptcy Court finding that the Plan provision that is
qualified by such a finding is not a modification to the
Original Plan that is materially adverse to Winget and
the Transferors taken as a whole. In connection with any
motion seeking a Qualified Finding, the Steering
Committee and the Debtors will oppose any argument that
such modification to the Original Plan is materially
adverse to Winget and the Transferors taken as a whole.
Former 1.106 N/A Registration Rights Agreement. A registration rights
(Deleted) agreement pursuant to which the Holders of the Preferred
Membership Interests would be entitled to certain
registration rights.
1.116 The Definition of "Reorganization Documents" has been Original Definition - Reorganization Documents. The
modified to include the Priority Senior Notes, the Bank Restructured Credit Agreement, the Bank Senior Notes, the
Senior Notes, the Securities Fee Notes and the Excess Bank Junior Notes, the Preferred Membership Interests,
Interest Notes. All references to the Registration the Common Membership Interests, the Operating Agreement,
Rights Agreement have been deleted from the modified the Amended Operating Agreement, the Certificate of
plan. In addition, subject to a Qualified Finding, the Formation, the Contribution Agreement (and exhibits
Steering Committee and the Debtors will support any thereto), the Subordination Agreement, the New Leases,
modifications to the Reorganization Documents proposed the Registration Rights Agreement, the Creditors'
by the Creditors' Committee that are reasonably Warrant, the Trust Agreement, the Employment Agreements,
acceptable to the Steering Committee and the Debtors. the Exit Financing Facility and all other documents
necessary to effectuate the Plan, which documents shall
(a) be filed by the Debtors with the Bankruptcy Court not
later than twenty (20) days before the commencement of
the Confirmation Hearing, unless otherwise specified
herein; and (b) be reasonably
7
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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satisfactory to Winget, the Steering Committee and the
Debtors.
1.119 Modified Definition - Restructured Credit Agreement. The Original Definition - Restructured Credit Agreement. The
post-Confirmation credit agreement governing the post-Confirmation credit agreement governing the notes
Bank Senior Notes, the Securities Fee Notes, the Excess issued to the Pre-Petition Lenders in Class 3 under the
Interest Notes and the Bank Junior Notes issued to the Plan.
Pre-Petition Lenders in Class 3 under the Plan and the
Bank Priority Senior Notes to be issued to the
Pre-Petition Lenders in Class 2 under the Plan.
1.124 (new) New Defined Term - Securities Fee. Consideration in an N/A
amount equal to 0.5% of the face amount of the Preferred
Membership Interests and the aggregate principal amount
of the Bank Senior Notes and the Bank Junior Notes.
1.125 (new) New Defined Term - Securities Fee Notes. Notes in a N/A
principal amount equal to the Securities Fee to be
issued on the Effective Date to the Pre-Petition Lenders
in Class 3 in accordance with, and shall be secured by
the Liens as set forth in, the Restructured Credit
Agreement. The obligations evidenced by Securities Fee
Notes will rank (i) senior in payment priority to the
Bank Senior Notes, and (ii) pari passu in lien priority
to the Bank Senior Notes.
1.127 New Defined Term - Settlement Agreement. The agreement, N/A
subject to approval by the Bankruptcy Court and as a
condition to Confirmation and the Effective Date, that
provides for the resolution of all disputes among the
Creditors' Committee and the Steering Committee on the
terms outlined in the term sheet
8
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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attached to the Disclosure Statement as Exhibit J.
1.128 The definition of "Special Committee" has been modified Original Definition - Special Committee. A special
to refer to section 7.11 of the Operating Agreement. committee of the Board of Venture Delaware consisting
solely of the CEO and the designees of the Holders of the
Preferred Membership Interests, which committee shall
have the sole and exclusive power and authority to
evaluate and approve or reject any proposed related party
transaction.
1.129 The definition of "Steering Committee" was modified to Under the original plan, the Steering Committee consisted
remove Highland Capital Management, L.P., Marathon Asset of the Pre-Petition Agent, Barclays Bank PLC, Highland
Management, LLC, from the committee and to include Capital Management, L.P., Marathon Asset Management, LLC,
Cerberus Capital Management, L.P. Apollo Management, LP and Black Diamond Capital
Management L.L.C.
1.132 (new) New Defined Term - Transferors. This term shall have the N/A
meaning given in the Contribution Agreement attached to
the Plan as Exhibit D.
1.134 (new) New Defined Term - Triggering Event. A determination by N/A
the Bankruptcy Court that treating Class 6 Creditors and
Class 7 Creditors as Class 5 Creditors is a change from
the Original Plan that is materially adverse to Winget
and the Transferors taken as a whole.
1.137 Modified Definition - The trustee of the Creditors' Original Definition - The trustee of the Creditors' Trust
Trust as designated by the Creditors' Committee in as designated in the Trust Agreement.
accordance with the Trust Agreement.
1.142 Modified Definition - Value of Extinguished Actions. The Original Definition - Value of Extinguished Actions. The
value (after giving consideration to all defenses, value (after giving consideration to all defenses,
counterclaims,
9
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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offsets or similar rights and litigation costs) of each counterclaims, offsets or similar rights and litigation
Extinguished Action on an entity by entity basis as of costs) of each Extinguished Action on an entity by entity
the Effective Date, determined either (i) by a basis as of the Effective Date, determined either (i) by
Bankruptcy Rule 9019 settlement between the Debtors and, a Bankruptcy Rule 9019 settlement between the Debtors and
subject to a Qualified Finding, the Creditors' the Transferred Winget Entities approved prior to the
Committee, on the one hand, and the Transferred Winget Valuation Determination Date, or (ii) by the Bankruptcy
Entities, on the other hand, approved prior to the Court in accordance with the Warrant Valuation
Valuation Determination Date, or (ii) by the Bankruptcy Procedures. For purposes of determining the Value of the
Court in accordance with the Warrant Valuation Extinguished Actions, defenses shall include the
Procedures. For purposes of determining the Value of the consideration, to the extent relevant, of, among other
Extinguished Actions, defenses shall include the things (a) Liens of the Pre-Petition Lenders on the
consideration, to the extent relevant, of, among other assets subject to the Extinguished Actions, (b) any
things (a) Liens of the Pre-Petition Lenders on the subrogation rights of the Transferred Winget Entities or
assets subject to the Extinguished Actions, (b) any Winget subject to defenses, if any, and (c) the amount of
subrogation rights of the Transferred Winget Entities or any Claims which would have priority over Class 5 Claims
Winget subject to defenses, if any, and (c) the amount (to the extent that such priority claims do not reduce
of any Claims which would have priority over Class 5 the positive balance, if any of the sum specified in
Claims (to the extent that such priority claims do not (a)(i) above).
reduce the positive balance, if any of the sum specified
in (a)(i) above).
1.145 The definition of "Vendor Support Agreement" has been Original Definition - Vendor Support Agreement. An
modified to require execution and delivery of the Vendor agreement substantially in the form of Exhibit G to the
Support Agreement before the Voting Deadline. Plan pursuant to which a General Unsecured Creditor
agrees to provide post-Confirmation credit on terms set
forth in such agreement, including, without limitation,
customary pricing terms, no less than net-60 day payment
terms and credit limits no less than those which were in
place as of January 1, 2002, to one or more of the
Reorganized Debtors, which agreement shall be executed
and delivered to the Reorganized Debtors on or before the
10
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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Effective Date.
2.05 The classification of Class 5 General Unsecured Claims The classification of Class 5 General Unsecured Claims
has been modified as follows: Class 5 consists of all under the original plan provided as follows: Class 5
Allowed General Unsecured Claims, including the Note consists of all Allowed General Unsecured Claims,
Claims, provided, however, if a Triggering Event shall including the Note Claims, but excluding (i) Unsecured
have occurred, Class 5 shall not include (i) Unsecured Convenience Claims and (ii) Vendor Support Claims. Class
Convenience Claims and (ii) Vendor Support Claims. Class 5 is Impaired.
5 is Impaired.
2.06 The classification of Class 6 Vendor Support Claims has The classification of Class 6 Vendor Support Claims under
been modified to reflect the following: If a Triggering the original plan provided as follows: Class 6 consists
Event has occurred, Class 6 will be established and will of all Holders of Allowed General Unsecured Claims who
consist of all Holders of Allowed General Unsecured opt to become Holders of Vendor Support Claims. Class 6
Claims who opt to become Holders of Vendor Support is Impaired.
Claims. Class 6, to the extent there is one, will be
Impaired.
2.07 The classification of Class 7 Unsecured Convenience The classification of Class 7 Unsecured Convenience
Claims has been modified to reflect the following: If a Claims under the original plan provided as follows: Class
Triggering Event has occurred, Class 7 will be 7 consists of all Allowed Unsecured Convenience Claims.
established and will consist of all Allowed Unsecured Class 7 is Impaired.
Convenience Claims. Class 7, to the extent there is one,
will be Impaired.
3.03 Modified Provision -DIP Facility Claims. On the Original Definition - DIP Facility Claims. On the
Effective Date, in full satisfaction of the DIP Facility Effective Date, in full satisfaction of the DIP Facility
Claim, the DIP Facility Lenders shall receive (i) cash Claim, the DIP Facility Lenders shall receive (i) cash in
in an amount equal to the then outstanding amount of an amount equal to the then outstanding amount of such
such DIP Facility Claim (including all accrued and all DIP Facility Claim (including all accrued and all unpaid
unpaid interest, fees and expenses) plus (ii) a interest, fees and expenses) plus (ii) a comprehensive
comprehensive release of claims from the Debtors and in release of claims from the Debtors and in favor of each
favor of the Post-Petition Agent, each DIP Facility DIP Facility Lender.
Lender and their respective affiliates, professionals,
agents, officers, directors and employees.
5.03 The treatment of Class 2 - Bank Pre-Petition Priority The treatment of Class 2 - Bank Pre-Petition Priority
Claims
11
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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under the Plan has been modified as follows: The Bank Claims under the Plan was as follows: The Bank
Pre-Petition Priority Claims, including all accrued and Pre-Petition Priority Claims, including all accrued and
all unpaid interest, fees and expenses thereon, will be all unpaid interest, fees and expenses thereon, will be
deemed to be Allowed Claims and, in full satisfaction of deemed to be Allowed Claims and, in full satisfaction of
such Claims, the Disbursing Agent shall distribute to such Claims, will be paid in full in cash on the
the Pre-Petition Agent (for the benefit of the Effective Date.
Pre-Petition Lenders) the Bank Priority Senior Notes.
Distributions to Holders of Class 2 Claims shall be
subject in all respects to the terms of the Settlement
Agreement.
5.04 The treatment of Class 3 - Bank Claims has been modified The treatment of Class 3 - Bank Claims under the original
to reflect the following: The Bank Claims shall be plan was as follows: The Bank Claims shall be Allowed in
Allowed in an amount equal to the sum of (i) the an amount equal to the sum of (i) the principal amount of
principal amount of the Bank Claims (excluding the Bank the Bank Claims as of the Petition Date, plus all unpaid
One, NA Claim and the Orix Claim) as of the Petition interest and fees accrued through the Petition Date, plus
Date, plus all unpaid interest and fees accrued through (ii) all interest and fees (if any) to which the
the Petition Date, plus (ii) all interest and fees (if Pre-Petition Lenders are entitled under Section 506(b) of
any) to which the Pre-Petition Lenders are entitled the Bankruptcy Code. On the Effective Date, in full
under Section 506(b) of the Bankruptcy Code. On the satisfaction of all of the obligations of the Debtors and
Effective Date, in full satisfaction of all of the the Transferred Winget Entities in respect of the Bank
obligations of the Debtors and the Transferred Winget Claims (including all Bank Secured Claims and all Bank
Entities in respect of the Bank Claims (including all Adequate Protection Claims) and the Guaranties, the
Bank Secured Claims and all Bank Adequate Protection Disbursing Agent shall distribute to the Pre-Petition
Claims) and the Guaranties, the Disbursing Agent shall Agent (for the benefit of the Pre-Petition Lenders) and
distribute to the Pre-Petition Agent (for the benefit of without further notice, application or hearing, (a) cash
the Pre-Petition Lenders) and without further notice, in an amount equal to all interest accrued on the Bank
application or hearing, (a) cash in an amount equal to Claims through the Effective Date plus all unreimbursed
$7.5 million in interest accrued on the Bank Claims fees, costs and expenses incurred by the Pre-Petition
through the Effective Date plus all unreimbursed fees, Agent through the Effective Date (regardless of whether
costs and expenses incurred by the Pre-Petition Agent such
through the Effective Date (regardless of whether such
interest and fees are allowed, or allowable,
12
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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pursuant to Section 506(b) of the Bankruptcy Code), (b) interest and fees are allowed, or allowable, pursuant to
the Excess Interest Note, (c) the Securities Fee Notes, Section 506(b) of the Bankruptcy Code), (b) cash in an
(d) the Bank Senior Notes, and (e) the Bank Junior amount equal to 0.5% of the face amount of the Preferred
Notes, and (f) the Preferred Membership Interests. To Membership Interests and the aggregate principal amount
the extent the Bank One, NA Claim or the Orix Claim of the Bank Senior Notes and the Bank Junior Notes (c)
become Allowed Claims, the principal amount of the Bank the Bank Senior Notes, (d) the Bank Junior Notes, and (e)
Senior Notes shall be increased by the Allowed amount of the Preferred Membership Interests. In addition, on the
the Bank One, NA Claim and the Orix Claim to the extent Effective Date: (1) the Pre-Petition Lenders shall be
no otherwise already included in the Allowed Bank released from any and all claims held by the Debtors, (2)
Claims. In addition, on the Effective Date: (1) each the letters of credit outstanding prior to the Petition Date
Pre-Petition Lender, the Pre-Petition Agent, and shall be cancelled and/or assumed and deemed issued under
their respective affiliates, professionals, agents, the Exit Financing Facility, (3) all pre-petition liens
officers, directors and employees shall be released from on property of the Debtors held by or on behalf of the
any and all claims held by the Debtors, (2) letters of Pre-Petition Lenders shall survive the Effective Date and
credit outstanding prior to the Petition Date shall be shall secure the obligations evidenced by the Bank Senior
cancelled and/or assumed and deemed issued under the Notes and the Bank Junior Notes, but such liens shall be
Exit Financing Facility, (3) all pre-petition liens on subordinate in priority to the liens granted to secure
property of the Debtors held by or on behalf of the payment of the Exit Financing Facility and shall be
Pre-Petition Lenders shall survive the Effective Date subject to the Subordination Agreement, (4) all
and shall secure the obligations evidenced by the Bank Guaranties executed by the Debtors (and their direct and
Senior Notes, the Securities Fee Notes, the Excess indirect subsidiaries) in favor of the Pre-Petition
Interest Notes and the Bank Junior Notes, but such liens Lenders shall be replaced by the Guaranties executed in
shall be subordinate in priority to the liens granted to connection with the Restructured Credit Agreement, and
secure payment of the Exit Financing Facility and shall (5) the obligations evidenced by the Bank Senior Notes
be subject to the Subordination Agreement, (4) all and the Bank Junior Notes shall further be secured by the
Guaranties executed by the Debtors (and their direct liens more specifically described in the Restructured
and indirect subsidiaries) in favor of the Pre-Petition Credit Agreement. The Pre-Petition Lenders shall be
Lenders shall be replaced by the Guaranties executed in entitled to retain all payments made to the Pre-Petition
connection with the Restructured Credit Agreement, and Lenders prior
(5) the obligations evidenced by the Bank Senior Notes,
the Securities Fee Notes,
13
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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the Excess Interest Notes and the Bank Junior Notes to the Effective Date. Guaranties executed by the
shall further be secured by the liens more specifically Transferred Winget Entities, together with the Liens and
described in the Restructured Credit Agreement. The security interests granted by the Transferred Winget
Pre-Petition Lenders shall be entitled to retain all Entities to secure repayment of such Guaranty
payments made to the Pre-Petition Lenders prior to the obligations, shall be replaced by the Liens, Guaranties
Effective Date. Guaranties executed by the Transferred and other rights granted to the Pre-Petition Lenders
Winget Entities, together with the Liens and security under the Restructured Credit Agreement and the ancillary
interests granted by the Transferred Winget Entities to documents executed in connection therewith. Guaranties
secure repayment of such Guaranty obligations, shall be executed by the Retained Entities and Winget in favor of
replaced by the Liens, Guaranties and other rights the Pre-Petition Lenders, together with the Liens and
granted to the Pre-Petition Lenders under the security interests granted by the Retained Entities and
Restructured Credit Agreement and the ancillary Winget to secure repayment of such Guaranty obligations,
documents executed in connection therewith. Guaranties shall be released and discharged upon the Effective Date.
executed by the Retained Entities and Winget in favor
of the Pre-Petition Lenders, together with the Liens
and security interests granted by the Retained Entities
and Winget to secure repayment of such Guaranty
obligations, shall be released and discharged upon the
Effective Date. Distributions to Holders of Class 3
Claims shall be subject in all respects to the terms of
the Settlement Agreement.
5.05 The Plan provision regarding Class 5 - General Unsecured Treatment of Original Class 5 - General Unsecured Claims
Claims has been modified to subject the original pursuant to Original Plan is as follows: Each Holder of
treatment of such claims to the terms of the Settlement an Allowed Class 5 Claim shall be entitled to receive, in
Agreement. full satisfaction of such Claim, its respective Pro Rata
distribution of Trust Assets from the Creditors' Trust
(subject to any contractual subordination provisions,
including the subordination provisions referenced in
Section 8.14 of the Plan). The Trust Assets includes the
Creditors' Warrant, which will be valued as follows: Each
Allowed Claim in Class 5 shall be entitled to receive
14
MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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its Pro Rata share of the Common Membership Interests in
Venture Delaware represented by the following formula
(the "Warrant Valuation Formula"): (i) Numerator: (A) the
sum of (I) Value of Debtors, plus (II) Value of Venture B
Assets, to the extent that such sum exceeds the aggregate
amount of Allowed Claims in Classes 2 and 3 and other
Claims which would have priority over Class 5 Claims. In
the event the sum is less than zero, the sum shall be
deemed to be zero. Plus: (A) Value of Extinguished
Actions. (i) Denominator: Value of Reorganized Venture
Warrant Valuation Procedures. On or before the hearing on
the Disclosure Statement, the Debtors shall file a
procedures motion with the Bankruptcy Court describing
the procedures by which the Bankruptcy Court shall
determine, as necessary, the Value of the Extinguished
Actions, Value of the Venture B Assets, Value of Debtors
and Value of Reorganized Venture (the "Warrant Valuation
Procedures").
5.06 Class 6 - Vendor Support Claims has been modified to The original plan provided for Class 6 - Vendor Support
reflect the following treatment under the Plan: If a Claims to be treated as follows: Each Holder of an
Triggering Event shall have occurred, each Holder of an Allowed Class 5 Claim who (i) provided goods or services
Allowed Class 5 Claim who (i) provided goods or services to the Debtors prior to the Petition Date, (ii) elects,
to the Debtors prior to the Petition Date, (ii) elects, on its ballot, to agree to a Vendor Support Agreement and
on its ballot, to agree to a Vendor Support Agreement (iii) executes and delivers a Vendor Support Agreement,
and (iii) executes and delivers a Vendor Support shall receive, in lieu of the treatment such Claim would
Agreement, shall receive, in lieu of the treatment such
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Claim would otherwise receive as an Allowed General otherwise receive as an Allowed General Unsecured Claim,
Unsecured Claim, in full satisfaction of such Claim, in full satisfaction of such Claim, cash in an amount
cash in an amount equal to 50% of its Allowed General equal to 50% of its Allowed General Unsecured Claim,
Unsecured Claim, which shall be paid in ten (10) monthly which shall be paid in ten (10) monthly installments
installments equal to 5% of such Allowed Claim, equal to 5% of such Allowed Claim, beginning on the first
beginning on the first Business Day of the 4th full Business Day of the 4th full month following the month in
month following the month in which the Effective Date which the Effective Date occurs and continuing on the
occurs and continuing on the first Business Day of each first Business Day of each month thereafter until such
month thereafter until such Allowed Claim is paid 50% of Allowed Claim is paid 50% of the Allowed General
the Allowed General Unsecured Claim. In the event, Unsecured Claim. In the event, however, that the
however, that the Bankruptcy Court concludes that the Bankruptcy Court concludes that the foregoing treatment
foregoing treatment renders the Plan unfairly renders the Plan unfairly discriminatory in relation to
discriminatory in relation to other non-accepting other non-accepting classes of unsecured creditors (if
classes of unsecured creditors (if any), then Holders of any), then Holders of the Vendor Support Claims shall be
the Vendor Support Claims shall be deemed to be included deemed to be included in (and to receive the treatment
in (and to receive the treatment prescribed for) Class 5 prescribed for) Class 5 General Unsecured Claims and
General Unsecured Claims and their vote in Class 6 shall their vote in Class 6 shall not count. In addition to
not count. In addition to their votes in Class 6, their votes in Class 6, Holders of Vendor Support Claims
Holders of Vendor Support Claims are entitled to vote are entitled to vote upon the treatment prescribed for
upon the treatment prescribed for Class 5 General Class 5 General Unsecured Claims and such votes (i) shall
Unsecured Claims and such votes (i) shall be counted in be counted in the event that the Class 6 treatment is
the event that the Class 6 treatment is determined to determined to have rendered the Plan unfairly
have rendered the Plan unfairly discriminatory, and (ii) discriminatory, and (ii) shall not be counted to the
shall not be counted to the extent the Class 6 treatment extent the Class 6 treatment is approved.
is approved. Unless and until the Triggering Event shall
have occurred, Holders of Class 5 Claims that otherwise
would be entitled to be Class 6 Claims and receive the
treatment described in this Section 5.06 as a result of
satisfying the conditions provided herein for receiving
Class 6 treatment shall be treated as Class 5 Creditors
and shall be entitled to receive distributions made
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PROVISION OF
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AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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to Class 5 Creditors and therefore shall be entitled to
vote on the treatment afforded Class 5 Creditors.
5.07 The treatment of Class 7 - Unsecured Convenience Claims Treatment of Class 7 - Unsecured Convenience Claims
has been modified to reflect the following: If a pursuant to the Original Plan is as follows: All Allowed
Triggering Event shall have occurred, all Allowed Unsecured Convenience Claims shall be paid not later than
Unsecured Convenience Claims shall be paid not later 120 days after the Effective Date, in full satisfaction
than 120 days after the Effective Date, in full of such Claims, cash equal to 75% of the Allowed Claims.
satisfaction of such Claims, cash equal to 75% of the
Allowed Claims. Notwithstanding the foregoing, unless
and until a Triggering Event shall have occurred,
Holders of Class 7 Claims shall be treated as Class 5
Creditors and in addition to voting as Class 7 Creditors
shall be entitled to vote as Class 5 Creditors and
receive distributions made to Class 5 Creditors to the
extent such Claims are Allowed.
6.03 Modified Plan Provision - Agreements on the Effective Original Plan Provision - Agreements on the Effective
Date. In order to implement the Plan, the Debtors Date. In order to implement the Plan, the Debtors
anticipate that the following agreements, among others anticipate that the following agreements, among others
(each of which shall be a Reorganization Document), will (each of which shall be a Reorganization Document), will
be executed or implemented, on or prior to the Effective be executed or implemented, on or prior to the Effective
Date: (a) the Exit Financing Facility; (b) the Date: (a) the Exit Financing Facility; (b) the
Restructured Credit Agreement; (c) the Bank Priority Restructured Credit Agreement; (c) the Bank Senior Notes;
Senior Notes; (d) the Securities Fee Notes; (e) the (d) the Bank Junior Notes; (e) the Trust Agreement; (f)
Excess Interest Notes; (f) the Bank Senior Notes; (g) the Contribution Agreement; (g) the Creditors' Warrant;
the Bank Junior Notes; (h) the Trust Agreement; (i) the (h) the Preferred Membership Interests; (i) the Common
Contribution Agreement; (j) the Creditors' Warrant; (k) Membership Interests; (j) the New Leases; (k) the
the Preferred Membership Interests; (l) the Common Employment Agreements; (l) the Subordination Agreement;
Membership Interests; (m) the New Leases; (n) the (m) the Certificate of Formation; (n) the Amended
Employment Agreements; (o) the Subordination Agreement; Operating Agreement; (o) the Operating
(p) the Certificate of Formation; (q) the Amended
Operating Agreement; (r) the Operating
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Agreement; and (s) all other documents necessary Agreement; (p) the Registration Rights Agreement; and (q)
to effectuate the Plan. all other documents necessary to effectuate the Plan.
All of the above documents shall be (a) filed by the All of the above documents shall be (a) filed by the
Debtors with the Bankruptcy Court not later than twenty Debtors with the Bankruptcy Court not later than twenty
(20) days before the commencement of the Confirmation (20) days before the commencement of the Confirmation
Hearing unless otherwise specified herein, and (b) Hearing unless otherwise specified herein, and (b)
reasonably satisfactory to Winget, the Steering reasonably satisfactory to Winget, the Steering Committee
Committee and the Debtors. Subject to a Qualified and the Debtors.
Finding, the Steering Committee and the Debtors will
support any modifications to the above documents
proposed by the Creditors Committee that are reasonably
acceptable to the Steering Committee and the Debtors.
6.07 Modified Plan Provision - Board. Prior to the Conversion Treatment of Board pursuant to Original Plan. Prior to
Date, the Board of Venture Delaware shall consist of the Conversion Date, the Board of Venture Delaware shall
seven (7) members. The Chief Executive Officer will consist of seven (7) members. The Chief Executive Officer
serve as a director. Holders of Common Membership will serve as a director. Holders of Common Membership
Interests will be entitled to designate three (3) Interests will be entitled to designate three (3)
directors, two (2) of whom will be Independent Directors directors, two (2) of whom will be Independent Directors
and one (1) of whom shall be Winget or his designee, who and one (1) of whom shall be Winget or his designee, who
will act as Chairman of the Board; provided, however, will act as Chairman of the Board. Holders of the
that Winget shall only serve on the Board of Venture Preferred Membership Interests will be entitled to
Delaware and be entitled to be Chairman of the Board to designate three (3) directors, each of whom will be
the extent provided in the Operating Agreement. Holders Independent Directors. At least three (3) Business Days
of the Preferred Membership Interests will be entitled prior to the deadline for filing objections to
to designate three (3) directors, two of whom will be confirmation of the Plan, the Steering Committee and
Independent Directors. At least three (3) Business Days Winget shall file certificates with the Bankruptcy Court
prior to the deadline for filing objections to identifying those individuals proposed to serve as Board
confirmation of the Plan, the Steering Committee and members, or the means by which such individuals will be
Winget shall file certificates with the Bankruptcy Court selected. Each
identifying those individuals proposed to
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AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
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serve as Board members, or the means by which such such director shall serve from and after the Effective
individuals will be selected. Each such director shall Date pursuant to the terms of the Certificate of
serve from and after the Effective Date pursuant to the Formation, the Operating Agreement and applicable law. In
terms of the Certificate of Formation, the Operating the event the Preferred Membership Interests have not
Agreement and applicable law. In the event the Preferred been redeemed by the Conversion Date, the Holders of the
Membership Interests have not been redeemed by the Preferred Membership Interests shall be entitled
expiration of the Option A Period, the Holders of the immediately and until such time as the Preferred
Preferred Membership Interests shall be entitled Membership Interests are redeemed in full, including
immediately and until such time as the Preferred accrued and unpaid dividends thereon, to (i) achieve
Membership Interests are redeemed in full, including voting control of the Board for all purposes by replacing
accrued and unpaid dividends thereon, to (i) achieve directors, electing additional directors and/or taking
voting control of the Board for all purposes by such other steps as shall be satisfactory to the Steering
replacing directors, electing additional directors Committee, and (ii) achieve voting control of the voting
and/or taking such other steps as shall be satisfactory equity interests of Venture Delaware for all purposes in
to the Steering Committee, and (ii) achieve voting a manner satisfactory to the Steering Committee.
control of the voting equity interests of Venture
Delaware for all purposes in a manner satisfactory to
the Steering Committee.
6.08 Modified Plan Provision - Officers. Venture Delaware's Original Plan Provision -Officers. Venture Delaware's
Senior Management (i) shall be acceptable to the Senior Management (i) shall be acceptable to the Steering
Steering Committee (which, subject to a Qualified Committee and Winget, and (ii) shall become employed by
Finding, shall consult with the Creditors' Committee) Venture Delaware no later than the Effective Date
and Winget, and (ii) shall become employed by Venture pursuant to employment agreements, including the
Delaware no later than the Effective Date pursuant to Employment Agreements that are reasonably acceptable to
employment agreements, including the Employment the Exit Lenders, the Steering Committee and Winget. The
Agreements that are reasonably acceptable to the Exit other officers of the Debtors immediately prior to the
Lenders, the Steering Committee and Winget. The other Effective Date shall serve as the officers of the
officers of the Debtors immediately prior to the Reorganized Venture until their successors are duly
Effective Date shall serve as the officers of the appointed in accordance with applicable law. Each officer
Reorganized Venture until their successors are duly shall serve from and after the Effective Date pursuant to
appointed in accordance with applicable law. Each the terms of the Certificate of Formation, the Operating
officer shall serve from and after the Effective Date
pursuant to the terms of the Certificate of Formation,
the Operating
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PROVISION OF
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AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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Agreement and applicable law. Agreement and applicable law.
6.17 Modified Plan Provision - Disbanding of Creditors Original Plan Provision - Disbanding of Creditors
Committee. On the later of the Effective Date and the Committee. On the Effective Date, the Creditors'
date on which the Oversight Committee is formed, the Committee will be disbanded. Neither Reorganized Venture
Creditors' Committee will be disbanded. Neither nor the Creditors' Trust will be responsible for any fees
Reorganized Venture nor the Creditors' Trust will be or expenses of the Creditors' Committee, or of its
responsible for any fees or expenses of the Creditors' professionals and agents, incurred after the Effective
Committee, or of its professionals and agents, incurred Date unless otherwise ordered by the Bankruptcy Court.
after the Effective Date unless otherwise ordered by the
Bankruptcy Court.
7.01 The Plan has been modified to provide that the Original Plan Provision - Appointment of Trustee. The
Creditors' Committee shall have until the Effective Date Trustee for the Creditors' Trust shall be appointed by
to Appoint a Trustee for the Creditors' Trust. the Creditors' Committee on the Effective Date. A notice
shall be filed no later than the ten (10) days prior to
the Confirmation Hearing Date designating the Person who
is selected to serve as Trustee.
7.05 Interests in Creditors' Trust. The Plan has been Original Plan Provision - Interests in Creditors' Trust.
modified to allow only the Trustee to amend the Trust Interests in the Creditors' Trust shall be uncertificated
Agreement according to its terms and only to the extent and shall be non-transferable except by operation of law.
necessary to ensure that the Creditors' Trust will not Holders of interests in the Creditors' Trust shall have
become subject to the Exchange Act. no voting rights with respect to such interests. The
Creditors' Trust will have a term of three (3) years from
the Effective Date, without prejudice to the rights of
the Oversight Committee to extend such term conditioned
upon the Creditors' Trust not then becoming subject to
the Exchange Act or changing its tax status. The terms of
the Trust Agreement may be amended by the Trustee or the
Debtors to the extent necessary to ensure that the
Creditors' Trust will not become subject to the Exchange
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PROVISION OF
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AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
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Act.
7.10 Modified Plan Provision - Cooperation; Access. Original Plan Provision Cooperation; Access. Reorganized
Reorganized Venture shall reasonably cooperate with the Venture shall reasonably cooperate with the Trustee in
Trustee and the Oversight Committee in pursuing pursuing Avoidance Actions and Winget Actions and shall
Avoidance Actions and Winget Actions and shall afford afford reasonable access during normal business hours,
reasonable access during normal business hours, upon upon reasonable notice, to personnel and books and
reasonable notice, to personnel and books and records of records of the Reorganized Debtors to representatives of
the Reorganized Debtors to representatives of the the Creditors' Trust to enable the Trustee to perform the
Creditors' Trust to enable the Trustee and the Oversight Trustee's duties under the Trust Agreement. Reorganized
Committee to perform the Trustee's duties under the Venture shall not be required to incur any expenses in
Trust Agreement. Reorganized Venture shall not be connection with the Creditors' Trust absent reimbursement
required to incur any expenses in connection with the from the Creditors' Trust. The Bankruptcy Court retains
Creditors' Trust absent reimbursement from the jurisdiction to determine the reasonableness of a request
Creditors' Trust. The Bankruptcy Court retains of assistance and/or a related expenditure. Any requests
jurisdiction to determine the reasonableness of a for assistance shall not interfere with Reorganized
request of assistance and/or a related expenditure. Any Venture's business operations.
requests for assistance shall not materially interfere
with Reorganized Venture's business operations.
7.14 (New) New Plan Provision - Effect of Settlement Agreement. The N/A
provisions in this Article VII governing the Creditors'
Trust are subject in all respects to the terms of the
Settlement Agreement.
8.01 Modified Plan Provision - Disbursements. The Disbursing Original Plan Provision - Disbursements. The Disbursing
Agent will make all distributions required under this Agent will make all distributions required under this
Plan except with respect to (i) the Creditor's Trust Plan except with respect to (i) the Creditor's Trust
which shall be made by the Trustee and (ii) the Claims which shall be made by the Trustee and (ii) the Claims of
of the Pre-Petition Lenders, which distributions shall the Pre-Petition Lenders, which distributions shall be
be made by the Disbursing Agent to the Pre-Petition made by the Disbursing Agent to the Pre-Petition Agent.
Agent. Distributions shall be made at the times provided Distributions shall be made at the times provided herein
herein or as otherwise ordered by the Bankruptcy Court. or as otherwise ordered by the Bankruptcy Court.
Notwithstanding anything herein to the contrary, the Notwithstanding anything herein to the contrary, the
Trustee shall not distribute the Creditors' Warrant Trustee shall not
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or any Common Membership Interests obtained upon distribute the Creditors' Warrant or any Common
exercise of the Creditors' Warrant absent consent of the Membership Interests obtained upon exercise of the
Venture Delaware, Winget and the holders of the Creditors' Warrant absent consent of the Venture
Preferred Membership Interests; which consent, subject Delaware, Winget and the holders of the Preferred
to a Qualified Finding, shall not be unreasonably Membership Interests.
withheld, or, subject to a Qualified Finding, by order
of a court of competent jurisdiction.
8.04 Modified Plan Provision - Delivery of Distributions. Original Plan Provision - Delivery of Distributions.
Distributions to Holders of Allowed Claims shall be made Distributions to Holders of Allowed Claims shall be made
by the Disbursing Agent or the Trustee (a) at the by the Disbursing Agent (a) at the addresses set forth on
addresses set forth on the proofs of claim filed by such the proofs of claim filed by such Holders (or at the last
Holders (or at the last known addresses of such Holders known addresses of such Holders if no proof of claim is
if no proof of claim is filed or if the Debtors have filed or if the Debtors have been notified in writing of
been notified in writing of a change of address), (b) at a change of address), (b) at the addresses set forth in
the addresses set forth in any written notices of any written notices of address changes delivered to the
address changes delivered to the Disbursing Agent or Disbursing Agent after the date of any related proof of
Trustee after the date of any related proof of claim, or claim, or (c) at the addresses reflected in the Schedules
(c) at the addresses reflected in the Schedules if no if no proof of claim has been filed and the Disbursing
proof of claim has been filed and the Disbursing Agent Agent has not received a written notice of a change of
or Trustee, as applicable, has not received a written address. If any Creditor's distribution is returned as
notice of a change of address. If any Creditor's undeliverable, no further distribution to such Creditor
distribution is returned as undeliverable, no further shall be made unless and until the Disbursing Agent is
distribution to such Creditor shall be made unless and notified of such Creditor's then-current address, at
until the Disbursing Agent or Trustee, as applicable is which time all missed distributions shall be made to such
notified of such Creditor's then-current address, at Creditor without interest. Amounts in respect of
which time all missed distributions shall be made to undeliverable distributions shall be returned to the
such Creditor without interest. Any undeliverable Cash Reorganized Debtors or the
(including dividends or other distributions on account
of undeliverable Membership Interests) will be held in a
segregated bank account in the name of the Disbursing
Agent or Trustee, as applicable, for the benefit of the
potential claimants of such funds. The
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Disbursing Agent holding undeliverable Cash will invest Creditors' Trust, as applicable, until such distributions
such Cash in a manner consistent with Reorganized are claimed. All funds or other undeliverable
Venture's investment and deposit guidelines. An distributions returned to the Reorganized Debtors or the
undeliverable Common Membership Interest will be Creditors' Trust, as applicable, and not claimed within
allocated to the reserve created pursuant to Section six (6) months of return shall be distributed to the
8.05 of the Plan for the benefit of the potential other Creditors of the Class of which the Creditor to
claimants of such securities. Prior to closing of the whom the distribution was originally made is a member in
Chapter 11 Case, on each anniversary of the Effective accordance with the provisions of the Plan applicable to
Date that undeliverable distributions are being held on distributions to that Class. Upon such reversion, the
behalf of holders of Claims, the Disbursing Agent or Claim of any Creditor or their successors with respect to
Trustee, as applicable, will file with the Bankruptcy such property shall be discharged and forever barred
Court a list identifying all such holders. Promptly notwithstanding any federal or state escheat laws to the
after the last day of each fiscal quarter, the contrary Nothing contained in the Plan shall require the
Disbursing Agent or Trustee will make all distributions Disbursing Agent or the Trustee to attempt to locate any
that become deliverable to holders of Allowed Claims Creditor holding an Allowed Claim
during the preceding calendar quarter. Each such
distribution will include, to the extent applicable, a
Pro Rata share of dividends or other distributions, if
any (in each case, net of applicable taxes, if any,
payable by the Trustee in respect thereof), that were
previously paid by the Trustee in respect of any
Membership Interests included in such distribution. Any
holder of an Allowed Claim that does not assert a claim
pursuant to the Plan for an undeliverable distribution
to be made by the Disbursing Agent or the Trustee, as
applicable, within two years after the Effective Date
will have its claim for such undeliverable distribution
discharged and will be forever barred from asserting any
such claim against the Debtors, Reorganized Venture, the
Disbursing Agent, the Creditors' Trust, the Trustee or
their property. In such
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AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
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cases with respect to Allowed Class 5 Claims (i) Common
Membership Interests and Cash will be retained for
redistribution to holders of Allowed Class 5 Claims, and
(ii) for purposes of this redistribution, each Allowed
Claim for which such distributions are undeliverable
will be deemed disallowed in its entirety. In such cases
with respect to Allowed Claims in any other Class,
unclaimed Cash will become property of Reorganized
Venture, free of any restrictions thereon. Nothing
contained in the Plan will require any Debtor or
Disbursing Agent or Trustee to attempt to locate any
holder of an Allowed Claim
8.07 (New) New Plan Provision - Discharge and Cancellation of Old N/A
On the Effective Date, except as otherwise provided
herein, Old Notes shall be deemed extinguished,
cancelled and of no further force or effect, and the
obligations of the Debtors thereunder shall be
discharged, in each case without any further act or
action under any applicable agreement, law, regulation,
order or rule and without any further action on the part
of the Bankruptcy Court or any Person.
8.14 Modified Plan Provision - Recognition and Settlement of Original Plan Provision - Continued Enforcement of
Subordination Provisions. Pursuant to the terms of Subordination Provisions. The Trustee shall comply with
any request by the Indenture Trustee to enforce the
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the Old Senior Notes Indentures and the Old Subordinated subordination provisions under the Old Subordinated Notes
Notes Indenture, holders of the Old Senior Notes have for the benefit of Holders of the Old Senior Notes by
Claims that are contractually senior to the Claims of remitting distributions otherwise payable to Holders of
the holders of Old Subordinated Notes. As such, the Old the Old Junior Notes, Pro Rata, to Holders of Old Senior
Subordinated Notes are subordinated to the Old Senior Notes.
Notes. In recognition and settlement of claims relating
to the contractual subordination of the Old Subordinated
Notes to the Old Senior Notes in the Old Subordinated
Notes Indenture, the holders of Old Subordinated Notes
shall receive Distributions from the Creditors' Trust
equal to 10% of what they would have otherwise received
if the contractual subordination provisions contained in
the Old Subordinated Notes Indenture were not enforced;
and the remaining 90% of what they would have otherwise
received if the contractual subordination provisions
contained in the Old Subordinated Notes Indenture were
not enforced shall be distributed to the holders of the
Old Senior Notes only and not to any other holder of
Class 5 Claims. Subject to the foregoing, each holder of
a Class 5 Claim shall be entitled to receive in full
satisfaction of such Claim its respective Pro Rata
Distribution of Trust Assets from the Creditors' Trust.
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10.01 The Conditions Precedent to Confirmation have been Conditions Precedent to Confirmation pursuant to the
modified to include the condition that the Settlement Original Plan. The following are conditions precedent to
Agreement shall have been approved. the Confirmation of the Plan: (a) The Bankruptcy Court
shall have approved Disclosure Statement. (b) The
Confirmation Order shall be in form and substance as
provided for in the Contribution Agreement. (c) The
Contribution Agreement shall be in full force and effect
without modification except as permitted thereby.
10.02 Modified Plan Provision - Conditions Precedent to Conditions Precedent to Effectiveness pursuant to the
Effectiveness. Notwithstanding any other provision of Original Plan. Notwithstanding any other provision of the
the Plan or the Confirmation Order, the Effective Date Plan or the Confirmation Order, the Effective Date of the
of the Plan shall not occur, and the Plan shall not be Plan shall not occur, and the Plan shall not be binding
binding on any party, unless and until each of the on any party, unless and until each of the following
following conditions has been satisfied or waived, in conditions has been satisfied or waived, in accordance
accordance with Section 10.04, in writing by the with Section 10.04, in writing by the Debtors: (a) The
Debtors: (a) The Confirmation Order shall have been Confirmation Order shall have been entered and shall not
entered and shall not have been vacated or stayed. (b) have been vacated or stayed. (b) The closing and an
The closing and an initial funding shall have occurred initial funding shall have occurred under the Exit
under the Exit Financing Facility and all conditions Financing Facility and all conditions precedent to the
precedent to the consummation thereof (other than the consummation thereof (other than the occurrence of the
occurrence of the Effective Date of the Plan) shall have Effective Date of the Plan) shall have been waived or
been waived or satisfied in accordance with the terms satisfied in accordance with the terms thereof. (c) All
thereof. (c) All Reorganization Documents shall have Reorganization Documents shall have been delivered and
been executed and delivered and all conditions precedent all conditions precedent thereto shall have been
thereto shall have been satisfied or waived; (d) All satisfied or waived; (d) All other actions, documents and
other actions, documents and agreements necessary to agreements necessary to implement the Plan as of the
implement the Plan as of the Effective Date shall have Effective Date shall have
been executed as necessary, delivered and all
conditions precedent thereto shall
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PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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have been satisfied or waived; (e) The Contribution been delivered and all conditions precedent thereto shall
Agreement shall be in full force and effect and no have been satisfied or waived; (e) The Contribution
party thereto shall be in breach or default of the Agreement shall be in full force and effect and no party
terms thereof and the transactions contemplated thereby thereto shall be in breach or default of the terms
shall have been consummated; (f) The Steering thereof; (f) The Steering Committee, Winget, Venture
Committee, Winget, Venture Delaware and the Delaware and the Pre-Petition Agent shall have approved
Pre-Petition Agent shall have approved the terms of the the terms of the Employment Agreement; (g) The Debtors
Employment Agreement; (g) The Debtors shall have shall have sufficient cash to make distributions required
sufficient cash to make distributions required under under the Plan on the Effective Date, including, but not
the Plan on the Effective Date, including, but not limited to, the cash payment to the Pre-Petition Lenders
limited to, requisite cash payments to the Pre-Petition and the DIP Facility Claim; and (h) The Warrant Valuation
Lenders and on account of the DIP Facility Claim; (h) Procedures shall be approved by the Bankruptcy Court.
The Oversight Committee shall have been formed; (i) The
Creditors' trust shall have been established and be
functioning; (j) The Warrant Valuation Procedures shall
be approved by the Bankruptcy Court; and (k) The
Settlement Agreement shall have been approved by the
Bankruptcy Court and the transactions contemplated
thereby, including the execution and delivery of all
necessary documentation, shall have been consummated.
10.03 Modified Plan Provision - Effect of Failure of Original Plan Provision - Effect of Failure of Conditions
Conditions to Effective Date. In the event that one or to Effective Date. In the event that one or more of the
more of the conditions set forth in Section 10.02 has conditions set forth in Section 10.02 has not occurred or
not occurred or duly been waived by the Debtors, Winget, duly been waived by the Debtors, Winget and the Steering
the Steering Committee and, subject to a Qualified Committee pursuant to Section 10.04 of the Plan on or
Finding, the Creditors' Committee, pursuant to Section before One Hundred Twenty (120) days after the
10.04 of the Plan on or before One Hundred Twenty (120) Confirmation Date, upon notification submitted by the
days after the Confirmation Date, upon notification Debtors to the Bankruptcy Court, (a) the Confirmation
submitted by the Debtors to the Bankruptcy Court, (a) Order shall be vacated, (b) no distributions under the
the Confirmation Order shall be vacated, (b) no Plan
distributions under
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PROVISION OF
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AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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the Plan shall be made, (c) the Debtors and all Holders shall be made, (c) the Debtors and all Holders of Claims
of Claims and Interests shall be restored to the status and Interests shall be restored to the status quo ante as
quo ante as of the day immediately preceding the of the day immediately preceding the Confirmation Date as
Confirmation Date as though Confirmation never occurred, though Confirmation never occurred, and (d) the parties'
and (d) the parties' respective obligations with respect respective obligations with respect to the Claims and
to the Claims and Interests shall remain unchanged and Interests shall remain unchanged and nothing contained
nothing contained herein shall constitute or be deemed a herein shall constitute or be deemed a waiver or release
waiver or release of any Claims or Interests by or of any Claims or Interests by or against the Debtors or
against the Debtors or any other person in any further any other person in any further proceeding involving any
proceeding involving any Debtor. Debtor.
10.04 Modified Plan Provision - Waiver of Conditions. The Original Plan Provision -Waiver of Conditions. The
Debtors may (with the consent of Winget, the Steering Debtors may (with the consent of Winget and the Steering
Committee and, subject to a Qualified Finding, the Committee), but shall have no obligation to, waive any
Creditors' Committee), but shall have no obligation to, conditions set forth in Section 10.02, without notice and
waive any conditions set forth in Section 10.02, without without leave of or order of the Bankruptcy Court. To be
notice and without leave of or order of the Bankruptcy effective, any such waiver shall be in writing and signed
Court. To be effective, any such waiver shall be in by the Debtors, or shall be a stipulation on the record
writing and signed by the Debtors, or shall be a in this Case of which a transcript is made.
stipulation on the record in this Case of which a
transcript is made.
11.05 The release by Debtors contained in the Plan has been The release by Debtors contained in the Original Plan. On
modified to reflect the following: Effective as of the the Effective Date, the Debtors, hereby waive, release,
Effective Date, the Debtors, agree to waive, release, and discharge all of the Debtors' shareholders, members,
and discharge all of the Debtors' shareholders, members, directors and officers, employees, agents, managers,
directors and officers, employees, agents, managers, advisors, attorneys or representatives (in their capacity
advisors, attorneys or representatives (in their as such and in no other capacity) (the "Released
capacity as such and in no other capacity) from all Parties"), from all liability based upon any act or
liability based upon any act or omission related to omission related to post-petition service with, for, or
post-Petition Date service with, for, or on behalf of on behalf of the Debtors or their Affiliates through and
the Debtors or their Affiliates through and including including the Effective Date. The immediately preceding
the Effective Date. Subject to a Qualified Finding, on sentence shall not,
the
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MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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Effective Date, the Debtors agree to waive, release and however, apply to (i) any indebtedness of any Person to
discharge the Creditors' Committee and its members, each any Debtor for money borrowed by such Person, (ii) any
members' directors, officers, employees, and agents and setoff or counterclaim that a Debtor may have or assert
the Creditors' Committee's advisors, attorneys or against any Person, provided that the aggregate amount
representatives (in their capacity as such and in no thereof shall not exceed the aggregate amount of any
other capacity) from all liability based upon any act or Claims held or asserted by such Person against such
omission related to post-Petition Date service with, Debtor, (iii) any garnishments; and (iv) any of the
for, or on behalf of the Creditors' Committee through Retained Actions.
and including the Effective Date. Notwithstanding any
provision of the Plan to the contrary, the forgoing
releases shall not apply to (i) any indebtedness of any
Person to any Debtor for money borrowed by such Person,
(ii) any setoff or counterclaim that a Debtor may have
or assert against any Person, provided that the
aggregate amount thereof shall not exceed the aggregate
amount of any Claims held or asserted by such Person
against such Debtor, and (iii) any garnishments.
Notwithstanding any provision of the Plan to the
contrary, the releases contained in section 11.05 of the
Plan shall not be construed as or operate as a release
of avoidance actions or a release of, or limitation on
objections to Claims.
14.02 The Plan has been modified to provide that Revocation or Original Plan Provision - Revocation or Withdrawal of the
Withdrawal of the Plan. The Debtors, with the consent of Plan. The Debtors, with the consent of the Steering
the Steering Committee, Winget and subject to a Committee and Winget reserve the right to revoke or
Qualified Finding, the Creditors' Committee, reserve the withdraw the Plan prior to the Confirmation Date. If the
right to revoke or withdraw the Plan prior to the Debtors so revoke or withdraw the Plan, then the Plan
Confirmation Date. If the Debtors so revoke or withdraw shall be null and void and, in such event, nothing
the Plan, then the Plan shall be null and void and, in contained herein shall be deemed to constitute a waiver
such event, nothing contained herein shall be deemed to or release of any Claims by or against, or any Interests
constitute a waiver or release of any Claims by or in,
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MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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against, or any Interests in, any Debtor or any other any Debtor or any other Person or to prejudice in any
Person or to prejudice in any manner the rights of any manner the rights of any Debtor or any Person in any
Debtor or any Person in any further proceedings further proceedings involving any Debtor.
involving any Debtor.
14.05 Modified Provision - Modification of the Plan and Original Provision - Modification of the Plan and
Amendments. Subject to any limitations in the Amendments. Subject to any limitations in the
Contribution Agreement, the Debtors may alter, amend, or Contribution Agreement, the Debtors may alter, amend, or
modify the Plan or any exhibits thereto under Section modify the Plan or any exhibits thereto under Section
1127(a) of the Bankruptcy Code at any time prior to the 1127(a) of the Bankruptcy Code at any time prior to the
Confirmation Hearing subject to the prior consent of the Confirmation Hearing subject to the prior consent of the
Steering Committee and, subject to a Qualified Finding, Steering Committee. Subject to any limitations in the
the Creditors' Committee. Subject to any limitations in Contribution Agreement, after the Confirmation Date and
the Contribution Agreement, after the Confirmation Date prior to the Effective Date, the Debtors may, under
and prior to the Effective Date, the Debtors may, under Section 1127(b) of the Bankruptcy Code, institute
Section 1127(b) of the Bankruptcy Code, institute proceedings in the Bankruptcy Court to remedy any defect
proceedings in the Bankruptcy Court to remedy any defect or omission or reconcile any inconsistencies in the Plan,
or omission or reconcile any inconsistencies in the the Disclosure Statement or the Confirmation Order, and
Plan, the Disclosure Statement or the Confirmation such matters as may be necessary to carry out the
Order, and such matters as may be necessary to carry out purposes and effects of the Plan, subject to the prior
the purposes and effects of the Plan, subject to the consent of the Steering Committee.
prior consent of the Steering Committee and, subject to
a Qualified Finding, the Creditors' Committee.
14.09 Modified Provision - Exculpation. The Debtors, Venture Original Plan Provision - Exculpation. The Debtors,
Delaware, the Indenture Trustee, the Pre-Petition Agent, Venture Delaware, the Indenture Trustee, the Pre-Petition
the Pre-Petition Lenders, the Post-Petition Agent, each Agent, the Post-Petition Agent, the Steering Committee
of the lenders under the DIP Facility, the Steering (and each of its members), Winget and their respective
Committee (and each of its members), Winget, each member shareholders, members, partners, officers, directors,
of the Creditors' Committee (subject to a Qualified employees and agents (including any attorneys, financial
Finding) and each of the foregoing parties' respective advisors, investment bankers and other professionals
shareholders, members, partners, officers, directors, retained by such persons) shall have no liability to any
employees and agents (including any
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MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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attorneys, financial advisors, investment bankers and Person for any act or omission made in good faith in
other professionals retained by such persons) shall have connection with, or arising out of the Plan, (and any
no liability to any Person for any act or omission made Bankruptcy Court orders related thereto), the
in good faith in connection with, or arising out of the Reorganization Documents, the solicitation of votes for
Plan, (and any Bankruptcy Court orders related thereto), the pursuit of confirmation of the Plan, the consummation
the Reorganization Documents, the solicitation of votes of the Plan, or the administration of the Plan or the
for the pursuit of confirmation of the Plan, the property to be distributed under the Plan, except for
consummation of the Plan, or the administration of the fraud, bad faith, willful misconduct or gross negligence
Plan or the property to be distributed under the Plan, as determined by a Final Order of the Bankruptcy Court
except for fraud, bad faith, willful misconduct or gross and, in all respects, shall be entitled to rely upon the
negligence as determined by a Final Order of the advice of counsel with respect to their duties and
Bankruptcy Court and, in all respects, shall be entitled responsibilities under the Plan; provided, however that
to rely upon the advice of counsel with respect to their nothing in this Section 14.09 shall in no way alter or
duties and responsibilities under the Plan; provided, relieve Winget of any obligations under the Contribution
however that nothing in this Section 14.09 shall in no Agreement or the Winget Actions.
way alter or relieve Winget of any obligations under the
Contribution Agreement or the Winget Actions.
14.18 Modified Provision - Substantial Consummation. Original Provision of Plan - Substantial Consummation.
Substantial
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MODIFICATIONS TO THE DEBTORS' JOINT PLAN OF REORGANIZATION
PROVISION OF
THE SECOND
AMENDED DEBTORS' SECOND AMENDED JOINT PLAN OF THE DEBTORS' JOINT PLAN OF REORGANIZATION
PLAN REORGANIZATION (FILED ON MAY 25, 2004) (FILED ON SEPTEMBER 24, 2003)
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consummation of the Plan under Section 1101(2) of the Substantial Consummation. Substantial consummation of the
Bankruptcy Code shall not occur, the Case shall remain Plan under Section 1101(2) of the Bankruptcy Code shall
open and not be fully administered, and no final decree not be deemed to occur, the Case shall remain open and
closing this Case shall be entered pursuant to Section not be deemed fully administered, and no final decree
350(a) of the Bankruptcy Code and Bankruptcy Rule 3022, closing this Case shall be entered pursuant to Section
until the Effective Date, at the earliest. If 350(a) of the Bankruptcy Code and Bankruptcy Rule 3022,
substantial consummation does not occur, preclusive until the Effective Date, at the earliest.
provisions herein shall not be effective.
This chart reflects the most substantial modifications to the Original Plan and
does not list those minor changes to the Plan meant to clarify existing language
or correct typographical or grammatical errors. This summary of the
modifications to the Original Plan is qualified in its entirety by the terms of
the Debtors' Second Amended Joint Plan or Reorganization and the Second Amended
Disclosure Statement of Venture Holdings LLC and its Domestic Subsidiaries. All
creditors and parties in interest are strongly encouraged to read the Plan and
the Disclosure Statement in their entirety before voting on the Plan.
32