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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999
OR
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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COMMISSION FILE NUMBER 333-49011
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[LOGO]
ADVANCED ACCESSORY SYSTEMS, LLC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-3848156
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12900 HALL ROAD, SUITE 200, STERLING HEIGHTS, MI 48313
(Address of principal executive offices) (Zip Code)
(810) 997-2900
(Telephone Number)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes No
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ADVANCED ACCESSORY SYSTEMS, LLC
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of 1
March 31, 1999 and December 31, 1998
Consolidated Condensed Statements of Income 2
for the Three Months Ended
March 31, 1999 and 1998
Consolidated Condensed Statements of 3
Cash Flows for the Three Months
Ended March 31, 1999 and 1998
Consolidated Condensed Statement of Changes 4
in Members' Equity for the Three Months
Ended March 31, 1999
Notes to Consolidated Condensed Financial 5
Statements
Item 2. Management's Discussion and Analysis of 11
Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures About 17
Market Risk
Part II. Other Information and Signature
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of 18
Security-holders
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signature 19
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF MARCH 31, 1999 AND DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
March 31, December 31,
ASSETS 1999 1998
Current assets
Cash $ 7,710 $ 11,240
Accounts receivable, less reserves
of $3,104 and $2,766, respectively 54,714 40,727
Inventories
Finished goods 16,660 12,805
Work-in-process 12,668 12,707
Raw materials 11,799 17,575
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Total inventory 41,127 43,087
Deferred income taxes 260 280
Other current assets 2,494 3,964
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Total current assets 106,305 99,298
Property and equipment, net 59,305 61,295
Goodwill, net 84,492 87,079
Other intangible assets, net 6,366 6,592
Deferred income taxes 2,262 1,933
Other noncurrent assets 2,818 2,784
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$ 261,548 $ 258,981
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LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 10,128 $ 4,536
Accounts payable 28,678 23,115
Accrued liabilities 24,395 21,335
Deferred income taxes -- 1,080
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Total current liabilities 63,201 50,066
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Noncurrent liabilities
Deferred income taxes 1,606 1,790
Other noncurrent liabilities 4,618 4,581
Long-term debt, less current maturities 175,442 182,988
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Total noncurrent liabilities 181,666 189,359
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Mandatorily redeemable warrants 4,484 4,409
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Members' equity
Class A Units 22,210 22,276
Other comprehensive loss (879) (615)
Accumulated deficit (9,134) (6,514)
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12,197 15,147
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$ 261,548 $ 258,981
============= ==============
The accompanying notes are an integral part of the
consolidated condensed financial statements.
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ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended
March 31,
1999 1998
Net sales $ 78,035 $ 74,027
Cost of sales 56,241 53,978
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Gross profit 21,794 20,049
Selling, administrative and
product development expenses 13,397 12,350
Amortization of intangible assets 789 785
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Operating income 7,608 6,914
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Other income (expense)
Interest expense (4,446) (4,936)
Foreign currency loss, net (3,973) (1,042)
Other expense (2,000) --
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Income (loss) before income taxes (2,811) 936
Benefit for income
taxes 978 1,171
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Net income (loss) $ (1,833) $ 2,107
============= ==============
The accompanying notes are an integral part of the
consolidated condensed financial statements.
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ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Three Months Ended
March 31,
1999 1998
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ (1,833) $ 2,107
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Depreciation and amortization 3,549 3,496
Deferred taxes (1,459) (1,183)
Foreign currency loss 4,134 1,023
Changes in assets and liabilities, net (3,462) (1,182)
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Net cash provided by operating
activities 929 4,261
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CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property and equipment (2,592) (2,444)
Acquisitions, net of cash acquired -- (21,774)
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Net cash used for investing activities (2,592) (24,218)
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CASH FLOWS USED FOR FINANCING
ACTIVITIES:
Net reduction in revolving loan -- (1,900)
Collection on note receivable for unit purchase 9 --
Payments on long-term debt (1,060) (888)
Distributions to members (787) (8)
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Net cash used for financing activities (1,838) (2,796)
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Effect of exchange rate changes (29) 331
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Net decrease in cash (3,530) (22,422)
Cash at beginning of period 11,240 27,348
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Cash at end of period $ 7,710 $ 4,926
============= ==============
The accompanying notes are an integral part of the
consolidated condensed financial statements.
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ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1999
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Other Total
Class A comprehensive Accumulated members'
Units loss deficit equity
------------- ------------- ------------- -------------
Balance at December 31, 1998 $ 22,276 $ (615) $ (6,514) $ 15,147
Collection on notes receivable for unit purchase 9 -- -- 9
Accretion of membership warrants (75) -- -- (75)
Distributions to members -- -- (787) (787)
Currency translation adjustment -- (264) -- (264)
Net loss -- -- (1,833) (1,833)
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Balance at March 31, 1999 $ 22,210 $ (879) $ (9,134) $ 12,197
============= ============= ============= =============
The accompanying notes are an integral part of the
consolidated condensed financial statements.
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are
normal and recurring in nature, necessary to present fairly its
financial position as of March 31, 1999 and December 31, 1998 and the
results of its operations for the three months ended March 31, 1999 and
1998 and its cash flows for the three months ended March 31, 1999 and
1998.
2. OTHER EXPENSE
In February 1996 the Company commenced an action against certain
individuals alleging breach of contract under the terms of an October
1992 Purchase Agreement and Employment Agreement with the predecessor
of the Company. The individuals then filed a separate lawsuit against
the Company alleging breach of contract under the respective Purchase
and Employment agreements. On May 7, 1999 a jury in the United States
District Court for the Eastern District of Michigan reached a verdict
against the company and awarded the individuals approximately $3.8
million plus interest and reasonable attorney fees. While the Company
is assessing further actions in response to the verdict, as of March
31, 1999 the Company increased its estimated accrual for this matter by
$2.0 million which charge is included in other expense.
3. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) for the first quarter of 1999 and 1998 of
$(2.1) million and $ 1.2 million, respectively, includes reported net
income (loss) adjusted by the non-cash effect of changes in the
cumulative translation adjustment.
4. CONDENSED CONSOLIDATING INFORMATION
On October 1, 1997, the Company and its wholly-owned subsidiary, AAS
Capital Corporation, issued and sold $125,000 of its 9 3/4 Senior
Subordinated Notes due 2007 ("the Notes"). The Notes are guaranteed on
a full, unconditional and joint and several basis by all of the
Company's direct and indirect wholly-owned domestic subsidiaries. The
following condensed consolidating financial information presents the
financial position, results of operations and cash flows of (i) the
Company as parent, as if it accounted for its subsidiaries on the
equity method, and AAS Capital Corporation as issuers; (ii) guarantor
subsidiaries which are domestic, wholly-owned subsidiaries and include
SportRack LLC, AAS Holdings, Inc., Valley Industries, LLC, and ValTek,
LLC; and (iii) the non-guarantor subsidiaries which are foreign,
wholly-owned subsidiaries and include Brink International B.V. and its
subsidiaries, SportRack International, Inc. and its subsidiary, and
SportRack Automotive GmbH. The guarantor and non-guarantor subsidiaries
for the three months ended March 31, 1999 and 1998 have been allocated
a portion of certain corporate overhead costs on a basis consistent
with each subsidiary's relative business activity, including interest
on intercompany debt balances. Separate financial statements of the
guarantor subsidiaries are not presented because management has
determined that the separate financial statements are not material to
investors. Since its formation in September 1997, AAS Capital
Corporation has had no operations and has no assets or liabilities at
March 31, 1999.
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
----------- ------------ ------------- ------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
ASSETS
Current assets
Cash $ -- $ 3,013 $ 4,697 $ -- $ 7,710
Accounts receivable -- 37,267 17,447 -- 54,714
Inventories -- 14,870 26,257 -- 41,127
Other current assets -- 2,296 458 -- 2,754
----------- ----------- ----------- ----------- ----------
Total current assets -- 57,446 48,859 -- 106,305
----------- ----------- ----------- ----------- ----------
Property and equipment, net -- 29,004 30,301 -- 59,305
Goodwill, net 1,096 58,720 24,676 -- 84,492
Intangible assets, net 4,750 280 1,336 -- 6,366
Deferred income taxes and other
noncurrent assets 28 2,364 2,688 -- 5,080
Investment in subsidiaries 34,615 10,022 -- (44,637) --
Intercompany notes receivable 109,292 -- -- (109,292) --
------------ ----------- ----------- ----------- ----------
Total Assets $ 149,781 $ 157,836 $ 107,860 $ (153,929) $ 261,548
============ =========== =========== =========== ==========
LIABILITIES AND MEMBER'S
EQUITY
Current liabilities
Current maturities of long-term debt $ -- $ -- $ 10,128 $ -- $ 10,128
Accounts payable -- 18,578 10,100 -- 28,678
Accrued liabilities and deferred
income taxes 8,336 6,232 9,827 -- 24,395
------------ ----------- ----------- ----------- ----------
Total current liabilities 8,336 24,810 30,055 -- 63,201
------------ ----------- ----------- ----------- ----------
Deferred income taxes and other
noncurrent liabilities 1,253 1,259 3,712 -- 6,224
Long-term debt, less current maturities 124,572 -- 50,870 -- 175,442
Intercompany debt -- 75,176 34,116 (109,292) --
Mandatorily redeemable warrants 4,484 -- -- -- 4,484
Members' equity 11,136 56,591 (10,893) (44,637) 12,197
------------ ----------- ----------- ----------- ----------
Total liabilities and members'
equity $ 149,781 $ 157,836 $ 107,860 $ (153,929) $ 261,548
============ =========== =========== =========== ==========
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
----------- ------------ ------------- ------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
ASSETS
Current assets
Cash $ -- $ 5,636 $ 5,604 $ -- $ 11,240
Accounts receivable -- 28,437 12,290 -- 40,727
Inventories -- 15,630 27,457 -- 43,087
Other current assets 4 2,687 1,553 -- 4,244
----------- ----------- ----------- ----------- ----------
Total current assets 4 52,390 46,904 -- 99,298
----------- ----------- ----------- ----------- ----------
Property and equipment, net -- 28,416 32,879 -- 61,295
Goodwill, net 1,105 59,261 26,713 -- 87,079
Intangible assets, net 4,846 300 1,446 -- 6,592
Deferred income taxes and other
noncurrent assets 28 2,285 2,404 -- 4,717
Investment in subsidiaries 34,373 10,022 -- (44,395) --
Intercompany notes receivable 109,300 -- -- (109,300) --
------------ ----------- ----------- ------------ ----------
Total Assets $ 149,656 $ 152,674 $ 110,346 $ (153,695) $ 258,981
============ =========== =========== =========== ==========
LIABILITIES AND MEMBER'S
EQUITY
Current liabilities
Current maturities of long-term debt $ -- $ -- $ 4,536 $ -- $ 4,536
Accounts payable -- 14,260 8,855 -- 23,115
Accrued liabilities and deferred
income taxes 3,702 6,995 11,718 -- 22,415
------------ ----------- ----------- ----------- ----------
Total current liabilities 3,702 21,255 25,109 -- 50,066
------------ ----------- ----------- ----------- ----------
Deferred income taxes and other
noncurrent liabilities 1,153 1,255 3,963 -- 6,371
Long-term debt, less current maturities 124,565 -- 58,423 -- 182,988
Intercompany debt -- 77,951 31,349 (109,300) --
Mandatorily redeemable warrants 4,409 -- -- -- 4,409
Members' equity 15,827 52,213 (8,498) (44,395) 15,147
------------ ----------- ----------- ----------- ----------
Total liabilities and members'
equity $ 149,656 $ 152,674 $ 110,346 $ (153,695) $ 258,981
============ =========== =========== =========== ==========
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------- ------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net sales $ -- $ 52,840 $ 25,195 $ -- $ 78,035
Cost of sales -- 39,218 17,023 -- 56,241
---------- ---------- ----------- ---------- ----------
Gross profit -- 13,622 8,172 -- 21,794
Selling, administrative and product
development expenses 1,136 6,778 5,483 -- 13,397
Amortization of intangible assets 10 549 230 -- 789
---------- ---------- ----------- ---------- ----------
Operating income (loss) (1,146) 6,295 2,459 -- 7,608
Interest expense 1,707 1,130 1,609 -- 4,446
Equity in income (loss) of subsidiaries 1,064 -- -- (1,064) --
Foreign currency (gain) loss -- -- 3,973 -- 3,973
Other expense 2,000 -- -- -- 2,000
---------- ---------- ----------- ---------- ----------
Income (loss) before income taxes (3,789) 5,165 (3,123) (1,064) (2,811)
Benefit for income taxes -- -- 978 -- 978
---------- ---------- ----------- ---------- ----------
Net income (loss) $ (3,789) $ 5,165 $ (2,145) $ (1,064) $ (1,833)
========== ========== =========== ========== ==========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------- ------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net sales $ -- $ 51,217 $ 22,810 $ -- $ 74,027
Cost of sales -- 38,436 15,542 -- 53,978
---------- ---------- ----------- ---------- ----------
Gross profit -- 12,781 7,268 -- 20,049
Selling, administrative and product
development expenses 171 5,973 6,206 -- 12,350
Amortization of intangible assets 10 543 232 -- 785
---------- ---------- ----------- ---------- ----------
Operating income (loss) (181) 6,265 830 -- 6,914
Interest expense 853 1,919 2,164 -- 4,936
Equity in income (loss) of subsidiaries 3,141 -- -- (3,141) --
Foreign currency (gain) loss -- -- 1,042 -- 1,042
---------- ---------- ----------- ---------- ----------
Income (loss) before income taxes 2,107 4,346 (2,376) (3,141) 936
Benefit for income taxes -- -- 1,171 -- 1,171
---------- ---------- ----------- ---------- ----------
Net income (loss) $ 2,107 $ 4,346 $ (1,205) $ (3,141) $ 2,107
========== ========== =========== ========== ==========
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------- ------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net cash provided by (used for) operating
activities $ -- $ 2,697 $ (1,768) $ -- $ 929
---------- --------- ---------- ---------- ----------
Cash flows from investing activities:
Acquisition of property and
equipment -- (1,758) (834) -- (2,592)
---------- --------- ---------- ---------- ---------
Net cash used for investing activities -- (1,758) (834) -- (2,592)
---------- --------- ---------- ---------- ----------
Cash flows from financing activities:
Change in intercompany debt 778 (2,775) 2,784 (787) --
Collection on note receivable for unit
purchase 9 -- -- -- 9
Repayment of debt -- -- (1,060) -- (1,060)
Distributions to members (787) (787) -- 787 (787)
---------- --------- ---------- ---------- ----------
Net cash provided by financing
activities -- (3,562) 1,724 -- (1,838)
---------- --------- ---------- ---------- ----------
Effect of exchange rate changes -- -- (29) -- (29)
Net increase (decrease) in cash -- (2,623) (907) -- (3,530)
Cash at beginning of period -- 5,636 5,604 -- 11,240
---------- --------- ---------- ---------- ----------
Cash at end of period $ -- $ 3,013 $ 4,697 $ -- $ 7,710
========== ========= ========== ========== ==========
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ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
4. CONDENSED CONSOLIDATING INFORMATION -- (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
---------- ------------ ------------- ------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
Net cash provided by (used for) operating
activities $ 1,940 $ 3,562 $ (1,241) $ -- $ 4,261
---------- --------- ---------- ---------- ----------
Cash flows from investing activities:
Acquisition of property and
equipment -- (1,938) (506) -- (2,444)
Acquisitions, net of cash acquired -- -- (21,774) -- (21,774)
---------- --------- ---------- ---------- ----------
Net cash used for investing activities -- (1,938) (22,280) -- (24,218)
---------- ---------- ---------- ---------- ----------
Cash flows from financing activities:
Change in intercompany debt (32) (2,863) 2,903 (8) --
Increase (decrease) in revolving loan (1,900) -- -- -- (1,900)
Repayment of debt -- -- (888) -- (888)
Distributions to members (8) (8) -- 8 (8)
---------- --------- ---------- ---------- ----------
Net cash provided by financing
activities (1,940) (2,871) 2,015 -- (2,796)
---------- --------- ---------- ---------- ----------
Effect of exchange rate changes -- -- 331 -- 331
Net increase (decrease) in cash -- (1,247) (21,175) -- (22,422)
Cash at beginning of period -- 2,761 24,587 -- 27,348
---------- --------- ---------- ---------- ----------
Cash at end of period $ -- $ 1,514 $ 3,412 $ -- $ 4,926
========== ========= ========== ========== ==========
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the financial
statements and notes thereto of the Company included elsewhere in this Form
10-Q. Discussions containing forward-looking statements may be found in the
material set forth below. These may include statements projecting, forecasting
or estimating Company performance and industry trends. General risks that may
impact the achievement of such forecasts include, but are not limited to:
compliance with new laws and regulations, general economic conditions in the
markets in which the Company operates, fluctuation in demand for the Company's
products, significant raw material price fluctuations, and other business
factors. Any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual events or results may
differ materially from those discussed in the forward-looking statements. All of
these forward-looking statements are based on estimates and assumptions made by
management of the Company which, although believed to be reasonable, are
inherently uncertain. The Company does not intend to update these
forward-looking statements.
GENERAL
Chase Capital Partners and certain members of the Company's management
formed the Company in September 1995 to make strategic acquisitions of
automotive exterior accessory manufacturers and to integrate those acquisitions
into a global enterprise that would be a preferred supplier to the automotive
industry. In September 1995, the Company, through its SportRack, LLC subsidiary
("SportRack"), acquired substantially all of the net assets of the MascoTech
Accessories division of MascoTech, Inc., a North American supplier of rack
systems and accessories to the automotive original equipment manufacturers
("OEM") market and aftermarket.
In October 1996, the Company acquired all the capital stock of Brink
B.V., a private company with limited liability incorporated under the laws of
The Netherlands and a European supplier of towing systems and accessories to the
automotive OEM market and aftermarket. In December 1996, ownership of Brink B.V.
and its subsidiaries was transferred to a newly formed subsidiary of the
Company, Brink International B.V. ("Brink").
In August 1997, the Company formed Valley Industries, LLC to acquire
the net assets of Valley Industries, Inc. ("Valley"), a North American supplier
of towing systems and accessories to the automotive OEM market and aftermarket.
Two smaller acquisitions were completed in July 1997 by a subsidiary of
SportRack, SportRack International, Inc. SportRack International acquired from
Bell Sports Corporation the net assets of its sportrack division, a Canadian
supplier of rack systems and accessories to the automotive aftermarket.
SportRack International also acquired the capital stock of Nomadic Sports, Inc.,
a Canadian supplier of rack systems and accessories to the automotive OEM market
and aftermarket.
In January 1998, the Company through Brink International B.V., acquired the
net assets of the towbar segment Ellebi S.p.A., an Italian supplier of towing
systems to the automotive OEM market and aftermarket.
In February 1998, the Company through SportRack International, Inc.,
acquired the net assets of Transfo-Rakzs, a Canadian supplier of rear hitch rack
carrying systems and related products to the automotive aftermarket.
In each instance, the acquisition was accounted for in accordance with
the purchase method of accounting and the operating results of the acquired
company have been included in the Company's consolidated financial statements
since the date of the respective acquisition.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1998.
Net Sales. Net sales for the first quarter of 1999 were $78.0 million,
representing an increase of $4.0 million, or 5.4%, over net sales for the first
quarter of 1998. This increase resulted primarily from increased sales to OEM's
of approximately $1.1 million and strong growth in aftermarket sales of $3.0
million. Aftermarket sales growth included increased sales for the SportRack
International subsidiary whose customer base had been changed as part of a
business rationalization and restructuring completed during the fourth quarter
of 1998.
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ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
Gross Profit. Gross profit for the first quarter of 1999 was $21.8
million, representing an increase of $1.7 million, or 8.7%, over the gross
profit for the first quarter of 1998. This increase resulted from the increase
in net sales and by an increase in the gross margin percentage. Gross profit as
a percentage of net sales was 27.9% in the first quarter of 1999 compared to
27.1% in the first quarter of 1998. The increase in the gross margin percentage
is attributable to decreased material costs, primarily in steel purchased for
products produced in Europe, and the effect of higher net sales on fixed
overhead costs.
Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the first quarter of 1999
were $13.4 million, representing an increase of $1.0 million, or 8.5%, over the
selling, administrative and product development expenses for the first quarter
of 1998, reflecting the increase in net sales. Selling, administrative and
product development expenses as a percentage of net sales increased to 17.2% in
the first quarter of 1999 from 16.7% in the first quarter of 1998. This increase
is attributable to higher corporate expenses including expenses, representing
severance compensation, recorded during the quarter related to the departure of
the Company's former President and Chief Executive Officer.
Operating income. Operating income for the first quarter of 1999 was
$7.6 million, an increase of $694,000, or 10.0%, over operating income for the
first quarter of 1998 reflecting the increase in net sales. Operating income as
a percentage of net sales increased to 9.7% in the first quarter of 1999 from
9.3% in the first quarter of 1998 reflecting an increase in gross margins,
offset partially by an increase in selling, general and product development
expenses as a percentage of net sales.
Interest expense. Interest expense for the first quarter of 1999 was
$4.4 million, a decrease of $490,000, or 9.9%, over interest expense for the
first quarter of 1998. The decrease was primarily due to lower outstanding
senior indebtedness attributable to scheduled principal payments made since the
first quarter of 1998 and lower average line of credit borrowings during the
first quarter of 1999 as compared with the first quarter of 1998, and lower
interest rates on the Company's variable rate debt.
Foreign currency loss. Foreign currency loss in the first quarter of
1999 was $4.0 million, compared to a foreign currency loss of $1.0 million in
the first quarter of 1998. The Company's foreign currency loss is primarily
related to the debt of Brink which has indebtedness denominated in U.S. Dollars
including intercompany debt and substantially all outstanding loans under the
Company's Second Amended and Restated Credit Agreement, except for the Term note
A which was changed from a U.S. Dollar denominated loan to a Dutch Guilder
denominated loan in October 1998. During the first quarter of 1999 the U.S.
Dollar strengthened significantly in relation to the Dutch Guilder, the
functional currency of Brink. At December 31, 1998, the exchange rate of the
Dutch Guilder to the U.S. Dollar was 1.88:1, whereas at March 31, 1999 the
exchange rate was 2.04:1, or a 8.5% decline in the relative value of the Dutch
Guilder. In the first quarter of 1998, the relationship between the two
currencies was less volatile. At December 31, 1997, the exchange rate of the
Dutch Guilder to the U.S. Dollar was 2.02:1, whereas at March 31, 1998 the
exchange rate was 2.05:1, or a 1.5% decline in the relative value of the Dutch
Guilder during the quarter.
Other expense. In February 1996 the Company commenced an action against
certain individuals alleging breach of contract under the terms of an October
1992 Purchase Agreement and Employment Agreement with the predecessor of the
Company. The individuals then filed a separate lawsuit against the Company
alleging breach of contract under the respective Purchase and Employment
agreements. On May 7, 1999 a jury in the United States District Court for the
Eastern District of Michigan reached a verdict against the Company and awarded
the individuals approximately $3.8 million plus interest and reasonable attorney
fees. While the Company is assessing further actions in response to the verdict,
as of March 31, 1999 the Company increased its estimated accrual for this matter
by $2.0 million which charge is included in other expense.
Benefit for income taxes. The Company and certain of its domestic
subsidiaries have elected to be taxed as limited liability companies for federal
income tax purposes. As a result of this election, the Company's domestic
taxable income accrues to the individual members. Certain of the Company's
domestic subsidiaries and foreign subsidiaries are subject to income taxes in
their respective jurisdictions. During the first quarter of 1999, the Company
had a loss before income taxes for its taxable subsidiaries totaling $3.1
million and recorded a benefit for income taxes of $978,000. The effective tax
rate differs from the U.S. federal income tax rate primarily due to changes in
valuation allowances on the deferred tax assets of SportRack International
recorded during 1999 and differences in the tax rates of foreign countries.
During the first quarter of 1998, the Company had a loss before income taxes for
its taxable subsidiaries totaling $2.4 million and recorded a benefit for income
taxes of $1.2 million.
Net income (loss). Net loss for the first quarter of 1999 was $(1.8)
million, as compared to net income of $2.1 million in the first quarter of 1998,
a change of $3.9 million. The change in net income (loss) is primarily
attributable increased foreign currency loss and the other expense recorded in
the first quarter of 1999 partially offset by increased operating income and
decreased interest expense.
12
15
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity requirements are to service its debt
and meet its working capital and capital expenditure needs. The Company's
indebtedness at March 31, 1999 was $185.6 million including current maturities
of $10.1 million. The Company expects to be able to meet its liquidity
requirements through cash provided by operations and through borrowings
available under the Second Amended and Restated Credit Agreement ("U.S. Credit
Facility").
WORKING CAPITAL AND CASH FLOWS
Working capital and key elements of the consolidated statement of cash
flows are:
MARCH 31, DECEMBER 31,
1999 1998
------------- ------------
Working Capital $ 43,104 $ 49,232
FIRST QUARTER
1999 1998
------------- ------------
Cash flows provided by operating activities $ 929 $ 4,261
Cash flows (used for) investing activities $ (2,592) $ (24,218)
Cash flows (used for) financing activities $ (1,838) $ (2,796)
Working capital
Working capital decreased by $6.1 million to $43.1 million at March 31,
1999 from $49.2 million at December 31, 1998 due to a decrease in cash of $3.5
million, an increase in accounts payable of $6.1 million, an increase in accrued
liabilities of $4.2 million and an increase in the current portion of long term
debt of $5.6 million. Working capital has been further reduced by approximately
$2.1 million due to the effects of declining currency exchange rates for the
company's European subsidiaries. Offsetting these was an increase in accounts
receivable of $15.1 million primarily related to an increase in sales in the
first quarter of 1999 as compared with the fourth quarter of 1998 and the timing
of collections of accounts receivable from large customers, primarily OEMs.
Cash decreased by $3.5 million to $7.7 million at March 31, 1999 from
$11.2 million at December 31, 1998 primarily due to cash used for investing and
financing activities of $2.6 million and $1.8 million, respectively, partially
offset by cash provided by operating activities of $929,000. Accounts payable
increased primarily due to increased raw material purchases during the first
quarter of 1999 as compared with the fourth quarter of 1998 to support higher
sales levels. Accrued liabilities increased as a result of the Company's
recording of a $2.0 million charge related to an ongoing legal action, as
discussed above, the liability recorded for the severance payments to the
Company's former President and Chief Executive Officer and an increase of $3.0
million in accrued interest for the Company's Notes as compared with that
recorded as of December 31, 1998. The current portion of long term debt
increased due to a mandatory principal payment totaling $3.3 million based upon
Excess Cash Flows as defined by the Credit Agreement which will be paid in May
1999, the scheduled commencement of principal payments due under the Company's
Acquisition Revolving Note in January 2000 and increased scheduled principal
payments during the first quarter of 2000 as compared with the first quarter of
1999.
13
16
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
Operating Activities
Cash flow provided by operating activities for the first quarter of
1999 was $929,000, compared to $4.3 million in the first quarter of 1998. Cash
flow for the first quarter of 1999 decreased primarily due to the timing of the
collection of accounts receivable from large customers, primarily OEM's, and an
increase in aftermarket sales which generally have longer collection terms than
sales to OEM customers.
Investing Activities
During the first quarter of 1999 and 1998, investing cash flows include
acquisitions of property and equipment of $2.6 million and $2.4 million,
respectively and were primarily for the expansion of capacity, productivity and
process improvements and maintenance. The Company's ability to make capital
expenditures is subject to restrictions in the U.S. Credit Facility, including a
maximum of $12.5 million of capital expenditures annually.
Investing cash flows also include cash payments totaling $21.8 million
in the first quarter of 1998 for the acquisitions of Ellebi and Tranfo-Rakzs.
Financing Activities
During the first quarter of 1999 and 1998, financing cash flows
included scheduled payments of principal on the Company's term indebtedness of
$1.1 million and $888,000, respectively. Distributions to members, representing
amounts sufficient to meet the tax liability on the Company's domestic taxable
income which accrues to individual members, were $787,000 during the first
quarter of 1999 and were not significant during the first quarter of 1998.
Financing cash flows during the first quarter of 1998 also included net
repayments of borrowings under the company's revolving loans of $1.9 million. No
revolving loans were outstanding at either the beginning or end of the first
quarter of 1999.
DEBT AND CREDIT SOURCES
The Company's indebtedness was $185.6 million and $187.5 million at
March 31, 1999 and December 31, 1998, respectively. The Company expects that its
primary sources of cash will be from operating activities and borrowings under
its revolving credit facilities. As of March 31, 1999, the Company had no
borrowings under the revolving credit facilities and had $25.0 million of
available borrowing capacity. As of March 31, 1999, the Company was in
compliance with the various covenants under the debt agreements pursuant to
which it has borrowed or may borrow money and believes the Company will remain
in compliance with such covenants in all material respects through the period
ending March 31, 2000. Management believes that, based on current and expected
levels of operations, cash flows from operations and borrowings under the
Revolving Credit Facilities will be sufficient to fund its debt service
requirements, working capital needs, and capital expenditures for the
foreseeable future, although no assurances can be given in this regard.
In May 1999, the Company will make an unscheduled mandatory principal
payment of $3.3 million on its borrowings under the U.S. Credit Facility based
upon Excess Cash Flows as defined by the Credit Agreement.
The Company is exposed to interest rate volatility with regard to
variable rate debt. The Company uses interest rate swaps to reduce interest rate
volatility. At March 31, 1999 and 1998 the notional value of interest rate swaps
was $18.5 million. Under the terms of the interest rate swap agreements, the
Company pays a fixed interest rate on the notional principal amount. The effects
of interest rate swaps are reflected in interest expense and are not material.
The Company's ability to satisfy its debt obligations will depend upon
its future operating performance, which will be affected by prevailing economic
conditions and financial, business, and other factors, certain of which are
beyond its control, as well as the availability of revolving credit borrowings
under its current or successor credit facilities. The Company anticipates that,
based on current and expected levels of operations, its operating cash flow,
together with borrowings under the U.S. Credit Facility and the Canadian Credit
Facility, should be sufficient to meet its debt service, working capital and
capital expenditure requirements for the
14
17
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
foreseeable future, although no assurances can be given in this regard,
including as to the ability to increase revenues or profit margins. If the
Company is unable to service its indebtedness, it will be forced to take actions
such as reducing or delaying acquisitions and/or capital expenditures, selling
assets, restructuring or refinancing its indebtedness, or seeking additional
equity capital. There is no assurance that any of these remedies can be effected
on satisfactory terms, if at all, including, whether, and on what terms, the
Company could raise equity capital.
The Company conducts operations in several foreign countries including
Canada, The Netherlands, Denmark, the United Kingdom, Sweden, France, Germany,
Poland, Spain and, Italy. Net sales from international operations during the
first quarter 1999 were approximately $25.2 million, or 32.3% of the Company's
net sales. At March 31, 1999, assets associated with these operations were
approximately 41.2% of total assets, and the Company had indebtedness
denominated in currencies other than the U.S. Dollar of approximately $24.5
million.
The Company's international operations may be subject to volatility
because of currency fluctuations, inflation and changes in political and
economic conditions in these countries. Most of the revenues and costs and
expenses of the Company's operations in these countries are denominated in the
local currencies. The financial position and results of operations of the
Company's foreign subsidiaries are measured using the local currency as the
functional currency. Certain of the Company's foreign subsidiaries have debt
denominated in currencies other than their functional currency. As the exchange
rates between the currency of the debt and the subsidiaries functional currency
change the Company is subject to foreign currency gains and losses.
The Company may periodically use foreign currency forward option
contracts to offset the effects of exchange rate fluctuations on cash flows
denominated in foreign currencies. The Company has no outstanding foreign
currency forward options at March 31, 1999 and does not use derivative financial
instruments for trading or speculative purposes.
YEAR 2000
General
The "Year 2000 Issue" is the result of computer programs that were
written using two digits rather than four to define the applicable year. If the
Company's computer programs with date-sensitive functions are not Year 2000
compliant, they may recognize a date using "00" as the Year 1900 rather than the
Year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activities.
The Company and each of its operating subsidiaries are in the process
of implementing Year 2000 readiness programs with the objective of having all of
their significant business systems, including those that affect facilities and
manufacturing activities, functioning properly with respect to the Year 2000
Issue before June 30, 1999. Each operating subsidiary is in a different stage of
Year 2000 readiness.
Project
Generally each subsidiary's Year 2000 program is divided into three
major sections - internal business software and hardware, internal non-financial
software and embedded chip technology and external compliance by customers and
suppliers. The general phases common to all sections are: (1) inventorying Year
2000 items; (2) assessing the Year 2000 compliance of identified items; (3)
repairing or replacing material items that are determined not to be Year 2000
compliant; (4) testing material items; and (5) designing and implementing
contingency and business continuation plans for each organization and company
location.
The internal business software and hardware section of the Company's
Year 2000 plans vary by operating subsidiary and include either the conversion
or reprogramming of applications software that is not Year 2000 compliant, the
inclusion of acquired companies on the Company's existing Enterprise Resource
Planning System (ERP System) or, where available from the supplier, the
upgrading of such software to a Year 2000 compliant version. The Company
estimates that this phase is on schedule to be completed by June 1999.
15
18
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
The testing phase of this section, scheduled for completion by June
1999, is ongoing. The Company does not currently have contingency plans in place
for its internal business software and hardware. Such contingency plans will be
developed in the second quarter of 1999 should the current implementation plans
fall behind schedule.
The total cost associated with required modifications to the Company's
internal business software and hardware to become Year 2000 compliant is not
expected to be material to the Company's financial position. The estimated total
cost of the Year 2000 program is approximately $935,000. The total amount
expended on the program through March 31, 1999, was $610,000, of which
approximately $180,000 related to the cost of software modification and
approximately $430,000 related to the cost of upgrading existing software to
Year 2000 compliant versions. The estimated future cost of completing the Year
2000 program is estimated to be approximately $155,000 for reprogramming of
applications software and approximately $170,000 related to the cost of
including acquired companies on existing ERP Systems. Funds for the program are
provided from existing operating budgets for all items and are included in
operating expenses as incurred.
The Company has completed all phases of its Year 2000 plan related to
non-financial software, embedded chip technology, and its non-financial systems
such as manufacturing equipment, security equipment, etc. Few of these systems
have been identified as not being in compliance. Accordingly, the cost of
achieving Year 2000 compliance for these systems was minimal.
The Company has identified and contacted its critical suppliers,
service providers and contractors to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remedy their
own Year 2000 issues. Each of the suppliers contacted have indicated that they
are currently undergoing or have completed programs related to the Year 2000
problem within their organizations. Due to the satisfactory responses with its
critical suppliers, the Company does not intend to change suppliers, service
providers or contractors. The Company has not independently verified the status
of its critical suppliers', service providers' and contractors' Year 2000
readiness. Many of the Company's customers are large OEMs which are preparing
for the Year 2000 Issue and it is believed that they will be compliant by the
Year 2000. However, the Company does not currently have any formal information
concerning the Year 2000 compliance status of its customers, particularly in the
aftermarket, but has received indications that most of its customers are working
on Year 2000 compliance.
Risks
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in large part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on its results of operations,
liquidity or financial condition. The Year 2000 program is expected to
significantly reduce the Company's level of uncertainty about the Year 2000
problem and, in particular, about the Year 2000 compliance and readiness of its
material customers and suppliers. The Company believes that, with the
implementation of new business systems and completion of the program as
scheduled, the possibility of significant interruptions of normal operations
should be reduced.
NEW ACCOUNTING PRONOUNCEMENTS
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued SOP 98-1, "Accounting For the Costs of Computer Software
Developed For or Obtained For Internal Use" ("SOP 98-1"). SOP 98-1 was effective
for the Company beginning on January 1, 1999. SOP 98-1 requires the
capitalization of certain costs incurred after the date of adoption in
connection with developing or obtaining software for internal use. This
statement has been applied prospectively, however, the impact of this new
standard has not had a significant effect on the Company's financial position or
results of operations.
In April 1998, the AICPA issued Statement of Position ("SOP 98-5"),
"Reporting the Costs of Start-up Activities" (SOP 98-5). SOP 98-5 was effective
beginning on January 1,1999, and required that start-up costs capitalized prior
to January 1, 1999 be written off and any future start-up costs to be expensed
as incurred. The Company has adopted the standard established by SOP 98-5 and
there has been no impact on the Company's earnings or financial position.
16
19
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). The statement is effective for
fiscal years beginning after June 15, 1999. The Company plans to adopt this
statement at the beginning of fiscal 2000. The Company is completing an analysis
of FAS 133 which is not expected to have a material impact on the Company's
results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
17
20
ADVANCED ACCESSORY SYSTEMS, LLC
PART II. OTHER INFORMATION AND SIGNATURE
Item 1. Legal Proceedings
See "Note 2" of the Company's "Notes to Consolidated Condensed
Financial Statements"
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security-holders
None
Items 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K
On April 22, 1999, the Company filed a report on Form 8-K to announce
the appointment of Terence C. Seikel and Richard E. Borghi to the Board of
Managers and as President and Chief Executive Officer of the Company and
President of SportRack, respectively. Also announced was the termination of
Marshall D. Gladchun, as President and Chief Executive Officer of the
Company and Board Member.
18
21
ADVANCED ACCESSORY SYSTEMS, LLC
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED ACCESSORY SYSTEMS, LLC
(Registrant)
Date: May 14, 1999 /s/ TERENCE C. SEIKEL
-------------------------------------
Terence C. Seikel
President - Chief Executive Officer
(chief accounting officer
and authorized signatory)
19
22
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule