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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2002
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to _____________.
COMMISSION FILE NO. 1-13683
DELCO REMY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 35-1909253
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2902 Enterprise Drive
Anderson, Indiana 46013
(Address of principal executive offices) (Zip Code)
(765) 778-6499
(Registrant's telephone number, including area code)
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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:
Yes X No _
-
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Outstanding
as of May 8, 2002
-----------------------------------
Common Stock - Class A 1,000
Common Stock - Class B 2,497,337.49
Common Stock - Class C 16,687
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Delco Remy International, Inc. and Subsidiaries
INDEX
PART I FINANCIAL INFORMATION Page
Item 1 Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets .................. 3
Condensed Consolidated Statements of Operations ........ 4
Condensed Consolidated Statements of Cash Flows ........ 5
Notes to Condensed Consolidated Financial Statements ... 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations .................... 16
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K. ...................... 18
SIGNATURES ............................................................... 19
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)
March 31, December 31,
2002 2001
--------------- --------------
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 12,911 $ 24,355
Trade accounts receivable, net 177,425 160,380
Other receivables 14,759 10,316
Inventories 305,175 303,355
Deferred income taxes 19,116 21,175
Other current assets 13,798 13,755
--------------- --------------
Total current assets 543,184 533,336
Property and equipment 309,027 307,074
Less accumulated depreciation 131,049 124,006
--------------- --------------
Property and equipment, net 177,978 183,068
Deferred financing costs 13,460 12,640
Goodwill 190,948 186,531
Investments in joint ventures 11,792 11,144
Deferred income taxes 10,889 10,476
Other assets 11,305 10,210
--------------- --------------
Total assets $ 959,556 $ 947,405
=============== ==============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 146,788 $ 132,149
Accrued interest 14,399 10,100
Accrued restructuring charges 24,422 32,424
Other liabilities and accrued expenses 58,805 57,015
Current debt 130,562 6,771
--------------- --------------
Total current liabilities 374,976 238,459
Long-term debt, less current portion 475,286 593,656
Post-retirement benefits other than pensions 22,009 25,812
Accrued pension benefits 10,996 10,216
Accrued preferred dividends 27,730 20,971
Other non-current liabilities 6,330 6,655
Commitments and contingencies
Minority interest in subsidiaries 28,550 30,107
Stockholders' equity:
Preferred stock - Series A 223,728 223,728
Common stock:
Class A shares - -
Class B shares 3 3
Class C shares - -
Retained deficit (184,619) (178,762)
Accumulated other comprehensive loss (25,433) (23,440)
--------------- --------------
Total stockholders' equity 13,679 21,529
--------------- --------------
Total liabilities and stockholders' equity $ 959,556 $ 947,405
=============== ==============
See Notes to Condensed Consolidated Financial Statements
3
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands)
Three Month Period
Ended March 31
-------------------------------------
2002 2001
---------------- ----------------
Net sales $ 263,804 $ 259,900
Cost of goods sold 216,632 216,802
Special charges - cost of goods sold - 2,098
---------------- ----------------
Gross profit 47,172 41,000
Selling, general and administrative expenses 25,378 28,130
Amortization of goodwill and intangibles 33 1,560
---------------- ----------------
Operating income 21,761 11,310
Interest expense (16,552) (13,294)
Non-recurring merger and tender offer expenses - (3,676)
Other non-operating income (expense) (2) 352
---------------- ----------------
Income (loss) before income taxes,
minority interest in income of subsidiaries and
loss from unconsolidated joint ventures 5,207 (5,308)
Income tax expense (benefit) 1,302 (1,691)
Minority interest in income of subsidiaries (1,803) (1,822)
Loss from unconsolidated joint ventures (1,200) (391)
---------------- ----------------
Net income (loss) 902 (5,830)
Preferred dividends 6,759 -
---------------- ----------------
Loss attributable to common stockholders $ (5,857) $ (5,830)
================ ================
See Notes to Condensed Consolidated Financial Statements
4
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Three Month Period
Ended March 31
-----------------------------------------
2002 2001
------------------ ------------------
Operating activities:
Net income (loss) $ 902 $ (5,830)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation 7,263 7,003
Amortization 33 1,560
Minority interest in income of subsidiaries 1,803 1,822
Loss from unconsolidated joint ventures 1,200 391
Deferred income taxes 1,955 (2,124)
Post-retirement benefits other than pensions (3,803) 929
Accrued pension benefits 780 436
Non-cash interest expense 588 170
Changes in operating assets and liabilities, net of acquisitions
and non-cash special charges :
Accounts receivable (17,045) (15,182)
Inventories (2,653) (3,269)
Accounts payable 14,639 3,330
Other current assets and liabilities 1,129 2,321
Cash payments for restructuring charges (7,678) (755)
Non-cash special charges -- 2,098
Other non-current assets and liabilities, net (1,503) (412)
------------------ ------------------
Net cash used in operating activities (2,390) (7,512)
Investing activities:
Acquisitions, net of cash acquired (7,324) (2,479)
Purchases of property and equipment (3,681) (3,461)
Investments in joint ventures (2,000) (728)
------------------ ------------------
Net cash used in investing activities (13,005) (6,668)
Financing activities:
Net borrowings under revolving line of credit and other 5,421 8,838
Deferred financing costs (1,408) --
Merger and tender offer costs -- (3,246)
Distributions to minority interests -- (762)
------------------ ------------------
Net cash provided by financing activities 4,013 4,830
Effect of exchange rate changes on cash (62) (632)
------------------ ------------------
Net decrease in cash and cash equivalents (11,444) (9,982)
Cash and cash equivalents at beginning of period 24,355 24,380
------------------ ------------------
Cash and cash equivalents at end of period $ 12,911 $ 14,398
================== ==================
See Notes to Condensed Consolidated Financial Statements
5
DELCO REMY INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(dollars in thousands)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Certain prior year amounts have been reclassified to conform
to the current year's presentation. The Company restated net sales and earnings
in the first three quarters of 2001 in connection with the filing of the
Company's 2001 Form 10-K for the reclassification of certain currency hedging
activities to net sales from non-operating expense, retiming of special
charges-cost of goods sold relative to unusual warranty claims and to correct
the recording of certain intercompany transactions.
Operating results for the three-months ended March 31, 2002 are not necessarily
indicative of the results that may be expected for the full year. The balance
sheet at December 31, 2001 has been derived from the audited financial
statements at that date but does not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. The Company has not materially changed its significant accounting
policies from those disclosed in its Form 10-K for the year ended December 31,
2001. For further information, refer to the consolidated financial statements
and notes thereto for the year ended December 31, 2001.
2. Additional Balance Sheet Information
The components of inventory are as follows:
March 31, December 31,
2002 2001
------------- --------------
Raw material $ 163,141 $ 176,704
Work-in-process 52,044 50,131
Finished goods 89,990 76,520
------------- --------------
Total $ 305,175 $ 303,355
============= ==============
6
3. Accumulated Other Comprehensive Income (Loss)
The Company's other comprehensive income (loss) consists of unrealized net gains
and losses on the translation of the assets and liabilities of its foreign
operations, interest rate swaps and minimum pension liability adjustments. The
before tax income (loss), related income tax expense (benefit) and accumulated
balance are as follows:
Foreign Unrealized
Currency Gains (Losses) Minimum Accumulated Other
Translation On Interest Rate Pension Liability Comprehensive
Adjustment Swaps Adjustments Loss
----------------- ----------------- ----------------- -----------------
Balance at December 31, 2001 $ (18,208) $ (2,497) $ (2,735) $ (23,440)
Before tax (3,691) 1,250 - (2,441)
Income tax effect (923) 475 - (448)
----------------- ----------------- ----------------- -----------------
Other comprehensive income (loss) (2,768) 775 - (1,993)
----------------- ----------------- ----------------- -----------------
Balance at March 31, 2002 $ (20,976) $ (1,722) $ (2,735) $ (25,433)
================= ================= ================= =================
The Company's total comprehensive loss was as follows:
Three months ended March 31, 2002 $ 1,091
Three months ended March 31, 2001 12,706
4. Restructuring Charges
In the fourth quarter of 2001, the Company recorded a one-time charge of $39,349
in conjunction with plans for the closure and realignment of certain
manufacturing facilities and administrative functions in the United States,
Canada and Europe. The charge included $26,727 for the estimated cost of various
voluntary and involuntary employee separation programs associated with workforce
reductions of approximately 820 employees. A total of $2,482 was paid in the
fourth quarter of 2001 and $6,846 was paid in the three month period ended March
31, 2002. Approximately $8,220, $4,593 and $4,586 will be paid in the last three
quarters of 2002, and in 2003 and 2004, respectively. In the first quarter of
2002, the Company recorded a $4,375 post-employment benefit plan curtailment
associated with these workforce reductions. This gain was credited to cost of
goods sold.
In June 2000, the Company recorded a charge of $35,222 for the realignment of
certain manufacturing facilities. The charge included $27,098 for the estimated
cost of various voluntary and involuntary employee separation programs
associated with workforce reductions of approximately 860 employees. A total of
$5,011, $15,961, $3,087 and $16 were paid in the year ended July 31, 2000, the
five months ended December 31, 2000, the year ended December 31, 2001 and the
three month period ended March 31, 2002. Approximately $2,891 and $132 will be
paid in the last three quarters of 2002 and in 2003, respectively.
7
The following table summarizes the reserve for restructuring charges:
Termination Exit/Impairment
Benefits Costs Total
------------- --------------- ---------
Reserve at December 31, 2001 $ 28,081 $ 4,343 $32,424
Payments and charges in the three-month period
ended March 31, 2002 (7,643) (359) (8,002)
------------- --------------- ---------
Reserve at March 31, 2002
$ 20,438 $ 3,984 $24,422
============= =============== =========
5. Recently Issued Accounting Standards
On October 3, 2001, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets (SFAS No. 144). SFAS No. 144 supersedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of and also supersedes the accounting and reporting
provisions of APB Opinion Number 30, Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual, and Infrequently Occurring Events and Transactions, for segments of a
business to be disposed of. Among its many provisions, SFAS No. 144 retains the
fundamental requirements of both previous standards, however, it resolves
significant implementation issues related to SFAS No. 121 and broadens the
separate presentation of discontinued operations in the income statement
required by APB Opinion Number 30 to include a component of an entity (rather
than a segment of a business). The provisions of SFAS No. 144 became effective
for financial statements issued for fiscal years beginning after December 15,
2001 with early application encouraged. The Company adopted SFAS No. 144 on
January 1, 2002. Adoption of SFAS No. 144 did not have a material effect on the
Company's results of operation, financial position or cash flows.
On June 29, 2001, the FASB issued Statement of Financial Accounting Standards
No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). SFAS No. 142
addresses accounting and reporting of acquired goodwill and other intangible
assets and must be adopted by the Company with an effective date of January 1,
2002. In addition, the goodwill impairment testing provisions of SFAS No. 142
must be applied to any goodwill or other intangible assets that are recognized
in the Company's financial statements at the time of adoption. Upon adoption,
goodwill is no longer amortized and is tested for impairment at least annually.
Excluding goodwill amortization of approximately $1.5 million, the Company's net
loss would have been approximately $4.9 million in the quarter ended March 31,
2001. At March 31, 2002, the Company had goodwill and other intangible assets
totaling approximately $195.0 million, net of accumulated amortization. Any
goodwill or other intangible assets impairment losses recognized from the
initial impairment test will be reported as cumulative effect of a change in
accounting principle in the Company's financial statements. The Company has not
completed the transitional impairment test required by SFAS No. 142 and has not
yet determined the likelihood or amount of any impairment.
In April of 2002, the FASB issued Statement of Financial Accounting Standards
No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB
Statement No. 13 and Technical Corrections (SFAS No. 145). SFAS No. 145 is
required to be adopted in the second quarter of 2002. The Company is currently
evaluating the effects, if any, that this standard will have on its financial
statements upon adoption.
6. Long-term Debt
On March 31, 2002, borrowings under the Senior Credit Facility in the amount of
$123,826 million maturing on March 31, 2003, were reclassified from non-current
debt to current debt. The Company expects to replace the Senior Credit Facility
with a new senior revolving credit agreement, maturing in March 2006, by June
30, 2002.
7. Acquisitions
During the quarter ended March 31, 2002, the Company made payments totaling
$4,289 under contractual put agreements to purchase additional shares from the
minority shareholders of World Wide Automotive, Inc. ("World Wide"), which was
acquired in 1997. These payments increased the Company's ownership percentage of
World Wide from 88.2% to 92.8%. The Company also made payments totaling $2,538
under contractual put agreements to purchase additional shares from the minority
shareholders of Power Investments, Inc. ("Power"), which was acquired in 1996.
These payments increased the Company's ownership percentage of Power from 85.8%
to 89.3%. Contingent earn-out payments of $497 were made during the quarter
ended March 31, 2002 relative to the acquisition of Mazda North American
Operations in June 2001.
8. Financial Information for Subsidiary Guarantors and Non-Guarantor
Subsidiaries
The Company conducts a significant portion of its business through subsidiaries.
The 8 5/8% Senior Notes, the 10 5/8% Senior Subordinated Notes and the 11%
Senior Subordinated Notes are fully and unconditionally guaranteed, jointly and
severally, by certain direct and indirect subsidiaries (the Subsidiary
Guarantors). Certain of the Company's subsidiaries do not guarantee the Senior
Notes or the Senior Subordinated Notes (the Non-Guarantor Subsidiaries). The
claims of creditors of Non-Guarantor Subsidiaries have priority over the rights
of the Company to receive dividends or distributions from such subsidiaries.
Presented below is condensed consolidating financial information for the
Company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries at March
31, 2002 and December 31, 2001 and for the three month periods ended March 31,
2002 and 2001.
The equity method has been used by the Company with respect to investments in
subsidiaries. The equity method has been used by Subsidiary Guarantors with
respect to investments in Non-Guarantor Subsidiaries. Separate financial
statements for Subsidiary Guarantors are not presented based on management's
determination that they do not provide additional information that is material
to investors.
8
The following table sets forth the Guarantor and direct Non-Guarantor
Subsidiaries:
- --------------------------------------------------------------------------------
Guarantor Subsidiaries Non-Guarantor Subsidiaries
- --------------------------------------------------------------------------------
Delco Remy America, Inc. Delco Remy Hungary RT (formerly Autovill RT Ltd.)
Nabco, Inc. Power Investments Canada Ltd.
The A&B Group, Inc. Remy UK Limited
A&B Enterprises, Inc. Delco Remy International (Europe) GmbH
Dalex, Inc. Remy India Holdings, Inc.
A&B Cores, Inc. Remy Korea Holdings, Inc.
R&L Tool Company, Inc. World Wide Automotive Distributors, Inc.
MCA, Inc. of Mississippi Kraftube, Inc.
Power Investments, Inc. Tractech (Ireland) Ltd.
Franklin Power Products, Inc. Central Precision Limited
International Fuel Systems, Inc. Electro Diesel Rebuild BVBA
Power Investments Marine, Inc. Electro-Rebuild Tunisia S.A.R.L
Marine Corporation of America Delco Remy Mexico, S. de R.L. de C.V.
Powrbilt Products, Inc. Publitech, Inc.
World Wide Automotive, Inc. Delco Remy Brazil, Ltda.
Ballantrae Corporation Western Reman Ltd.
Tractech, Inc. Engine Rebuilders Ltd.
Williams Technologies, Inc. Reman Transport Ltd.
Western Reman, Inc. Delco Remy Remanufacturing
Engine Master, L.P. Delco Remy Germany GmbH
M & M Knopf Auto Parts, Inc. Remy Componentes S. de R. L. de C. V.
Reman Holdings, Inc. Delco Remy Belgium BVBA
Remy International, Inc. Magnum Power Products, LLC
Jax Reman, LLC Elmot-DR, Sp.z.o.o.
XL Component Distribution Ltd.
AutoMatic Transmission International A/S
9
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
March 31, 2002
(Unaudited)
Delco Remy
International Inc. Non-
(Parent Subsidiary Guarantor
Company Only) Guarantors Subsidiaries Eliminations Consolidated
------------------ ---------- ------------ ------------ ------------
Assets
Current assets:
Cash and cash equivalents $ -- $ 173 $ 12,738 $ -- $ 12,911
Trade accounts receivable, net -- 149,504 27,921 -- 177,425
Other receivables -- 4,057 10,702 -- 14,759
Inventories -- 251,743 55,319 (1,887)(c) 305,175
Deferred income taxes 17,184 -- 1,932 -- 19,116
Other current assets 4,402 3,563 5,833 -- 13,798
--------- --------- --------- --------- ---------
Total current assets 21,586 409,040 114,445 (1,887) 543,184
Property and equipment 57 207,421 101,549 -- 309,027
Less accumulated depreciation 28 106,165 24,856 -- 131,049
--------- --------- --------- --------- ---------
Property and equipment, net 29 101,256 76,693 -- 177,978
Deferred financing costs 12,420 1,040 -- -- 13,460
Goodwill -- 164,274 26,674 -- 190,948
Investments joint ventures 540,683 -- -- (528,891)(a) 11,792
Deferred income taxes 10,646 12 231 10,889
Other assets 3,822 3,236 4,247 -- 11,305
--------- --------- --------- --------- ---------
Total assets $ 589,186 $ 678,858 $ 222,290 $(530,778) $ 959,556
========= ========= ========= ========= =========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 6,246 $ 99,176 $ 41,366 $ -- $ 146,788
Intercompany accounts (75,872) 89,806 (13,333) (601)(c) --
Accrued interest 14,230 -- 169 -- 14,399
Accrued restructuring charges -- 20,805 3,617 -- 24,422
Other liabilities and accrued expenses 5,517 38,510 14,778 -- 58,805
Current debt 123,826 1,268 5,468 -- 130,562
--------- --------- --------- --------- ---------
Total current liabilities 73,947 249,565 52,065 (601) 374,976
Long-term debt, less current portion 448,106 17,874 9,306 -- 475,286
Post-retirement benefits other than pensions -- 22,009 -- -- 22,009
Accured pension benefits -- 9,711 1,285 10,996
Accrued preferred dividends 27,730 -- -- -- 27,730
Other non-current liabilities 2,014 3,618 698 -- 6,330
Minority interest in subsidiaries -- 10,320 18,230 -- 28,550
Stockholders' equity:
Preferred stock - Series A 223,728 -- -- -- 223,728
Common stock:
Class A shares -- -- -- -- --
Class B shares 3 -- -- -- 3
Class C shares -- -- -- -- --
Subsidiary investment -- 291,416 93,249 (384,665)(a) --
Retained earnings (deficit) (184,619) 77,117 68,395 (145,512)(b) (184,619)
Accumulated other comprehensive loss (1,723) (2,772) (20,938) -- (25,433)
--------- --------- --------- --------- ---------
Total stockholders' equity 37,389 365,761 140,706 (530,177) 13,679
--------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 589,186 $ 678,858 $ 222,290 $(530,778) $ 959,556
========= ========= ========= ========= =========
(a) Elimination of investments in subsidiaries.
(b) Elimination of investments in subsidiaries' earnings.
(c) Elimination of intercompany profit in inventory.
10
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidating Balance Sheet
December 31, 2001
Delco Remy
International Inc. Non-
(Parent Subsidiary Guarantor
Company Only) Guarantors Subsidiaries Eliminations Consolidated
------------------ ---------- ------------ -------------- ------------
Assets
Current assets:
Cash and cash equivalents $ -- $ 232 $ 24,123 $ -- $ 24,355
Trade accounts receivable, net -- 133,952 26,428 -- 160,380
Other receivables -- 2,871 7,445 -- 10,316
Inventories -- 247,953 57,489 (2,087)(c) 303,355
Deferred income taxes 17,184 -- 3,991 -- 21,175
Other current assets 4,759 3,572 5,424 -- 13,755
--------- --------- --------- --------- ---------
Total current assets 21,943 388,580 124,900 (2,087) 533,336
Property and equipment 57 205,640 101,377 -- 307,074
Less accumulated depreciation 25 100,921 23,060 -- 124,006
--------- --------- --------- --------- ---------
Property and equipment, net 32 104,719 78,317 -- 183,068
Deferred financing costs 11,431 1,209 -- -- 12,640
Goodwill -- 160,328 26,203 -- 186,531
Investments in joint ventures 526,038 -- -- (514,894)(a) 11,144
Deferred income taxes 11,121 12 (657) -- 10,476
Other assets 2,531 3,263 4,416 -- 10,210
--------- --------- --------- --------- ---------
Total assets $ 573,096 $ 658,111 $ 233,179 $(516,981) $ 947,405
========= ========= ========= ========= =========
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 1,304 $ 98,691 $ 32,154 $ -- $ 132,149
Intercompany accounts (59,671) 53,781 6,491 (601)(c) --
Accrued interest 9,927 -- 173 -- 10,100
Accrued restructuring charges -- 27,519 4,905 -- 32,424
Other liabilities and accrued expenses 7,568 32,881 16,566 -- 57,015
Current debt -- 804 5,967 -- 6,771
--------- --------- --------- --------- ---------
Total current liabilities (40,872) 213,676 66,256 (601) 238,459
Long-term debt, less current portion 548,683 34,580 10,393 -- 593,656
Post-retirement benefits other than pensions -- 25,812 -- -- 25,812
Accrued pension benefits -- 9,035 1,181 -- 10,216
Accrued preferred dividends 20,971 -- -- -- 20,971
Other non- current liabilities 1,842 4,089 724 -- 6,655
Minority interest in subsidiaries -- 12,696 17,411 -- 30,107
Stockholders' equity:
Preferred Stock - Series A 223,728 -- 223,728
Common stock: --
Class A shares -- -- -- -- --
Class B shares 3 -- -- -- 3
Class C shares -- -- -- -- --
Subsidiary investment -- 291,416 93,099 (384,515)(a) --
Retained earnings (deficit) (178,762) 69,542 62,323 (131,865)(b) (178,762)
Accumulated other comprehensive loss (2,497) (2,735) (18,208) -- (23,440)
--------- --------- --------- --------- ---------
Total stockholders' equity 42,472 358,223 137,214 (516,380) 21,529
--------- --------- --------- --------- ---------
Total liabilities and stockholders' equity $ 573,096 $ 658,111 $ 233,179 $(516,981) $ 947,405
========= ========= ========= ========= =========
(a) Elimination of investments in subsidiaries.
(b) Elimination of investments in subsidiaries' earnings.
(c) Elimination of intercompany profit in inventory.
11
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
For the Three Month Period Ended March 31, 2002
(Unaudited)
Delco Remy
International Inc. Non-
(Parent Subsidiary Guarantor
Company Only) Guarantors Subsidiaries Eliminations Consolidated
------------------ ---------- ------------ -------------- ------------
Net sales $ -- $ 265,214 $ 107,130 $(108,540)(a) $ 263,804
Cost of goods sold -- 234,035 91,137 (108,540)(a) 216,632
--------- ---------- --------- --------- ---------
Gross profit -- 31,179 15,993 -- 47,172
Selling, general and administrative expenses 2,644 17,457 5,277 -- 25,378
Amortization of goodwill and intangibles -- -- 33 -- 33
--------- ---------- --------- --------- ---------
Operating income (loss) (2,644) 13,722 10,683 -- 21,761
Interest expense (12,349) (4,054) (149) -- (16,552)
Other non-operating income (expense) -- -- (2) -- (2)
--------- ---------- --------- --------- ---------
Income (loss) before income taxes, minority
interest in income of subsidiaries, loss from
unconsolidated joint ventures and equity in
earnings of subsidiaries (14,993) 9,668 10,532 -- 5,207
Income tax expense (benefit) (2,248) 1,588 1,962 -- 1,302
Minority interest in income of subsidiaries -- (505) (1,298) -- (1,803)
Loss from unconsolidated joint ventures -- -- (1,200) -- (1,200)
Equity in earnings of subsidiaries 13,647 -- -- (13,647)(b) --
--------- ---------- --------- --------- ---------
Net income (loss) 902 7,575 6,072 (13,647) 902
Preferred dividends 6,759 -- -- -- 6,759
--------- ---------- --------- --------- ---------
Income (loss) attributable to common stockholders $ (5,857) $ 7,575 $ 6,072 $ (13,647) $ (5,857)
========= ========== ========= ========= =========
_________________________________
(a) Elimination of intercompany sales and cost of sales.
(b) Elimination of equity in net income of consolidated subsidiaries.
12
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidating Statement of Operations
For the Three Month Period Ended March 31, 2001
(Unaudited)
Delco Remy
International Inc. Non-
(Parent Subsidiary Guarantor
Company Only) Guarantors Subsidiaries Eliminations Consolidated
-------------------- ------------ -------------- -------------- --------------
Net sales $ -- $ 265,619 $ 104,283 $ (110,002)(a) $ 259,900
Cost of goods sold -- 233,660 93,144 (110,002)(a) 216,802
Special charges - cost of goods sold -- 2,098 -- -- 2,098
-------------------- ------------ -------------- -------------- --------------
Gross profit -- 29,861 11,139 -- 41,000
Selling, general and administrative expenses 4,482 15,775 7,873 -- 28,130
Amortization of goodwill and intangibles -- 1,409 151 -- 1,560
-------------------- ------------ -------------- -------------- --------------
Operating income (loss) (4,482) 12,677 3,115 -- 11,310
Interest expense (8,709) (4,378) (207) -- (13,294)
Non-recurring merger and tender offer expenses (3,676) -- -- -- (3,676)
Other non-operating income -- -- 352 -- 352
-------------------- ------------ -------------- -------------- --------------
Income (loss) before income taxes (benefit),
minority interest in income of subsidiaries,
loss from unconsolidated joint ventures and
equity in earnings of subsidiaries (16,867) 8,299 3,260 -- (5,308)
Income tax expense (benefit) (4,980) 3,066 223 -- (1,691)
Minority interest in income of subsidiaries -- (853) (969) -- (1,822)
Loss from unconsolidated joint ventures -- -- (391) -- (391)
Equity in earnings of subsidiaries 6,057 -- -- (6,057)(b) --
-------------------- ------------ -------------- -------------- --------------
Net income (loss) $ (5,830) $ 4,380 $ 1,677 $ (6,057) $ (5,830)
==================== ============ ============== ============== ==============
____________________________________________________________________________
(a) Elimination of intercompany sales and cost of sales.
(b) Elimination of equity in net income of consolidated subsidiaries.
13
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
For the Three Month Period Ended March 31, 2002
(Unaudited)
Delco Remy
International Inc. Non-
(Parent Subsidiary Guarantor
Company Only) Guarantors Subsidiaries Eliminations Consolidated
------------------ ---------- ------------ ------------ ------------
Operating activities:
Net income (loss) $ 902 $ 7,575 $ 6,072 $ (13,647)(a) $ 902
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation 3 4,968 2,292 -- 7,263
Amortization -- -- 33 -- 33
Minority interest in income of -- 505 1,298 -- 1,803
subsidiaries
Loss from unconsolidated joint ventures -- -- 1,200 -- 1,200
Equity (loss) in earnings of subsidiary (13,647) -- -- 13,647(a) --
Deferred income taxes 475 -- 1,480 -- 1,955
Post retirement benefits other than -- (3,803) -- -- (3,803)
pensions
Accrued pension benefits -- 676 104 -- 780
Non - cash interest expense 519 69 -- -- 588
Changes in operating assets and liabilities,
net of acquisitions:
Accounts receivable -- (15,551) (1,494) -- (17,045)
Inventories -- (3,991) 1,338 -- (2,653)
Accounts payable 4,942 485 9,212 -- 14,639
Other current assets and liabilities 2,609 4,454 (5,934) -- 1,129
Cash payments for restructuring charges -- (6,714) (964) -- (7,678)
Intercompany accounts (16,201) 36,025 (19,824) -- --
Other non-current assets and
liabilities, net (1,443) 1,363 (1,423) -- (1,503)
--------- --------- --------- --------- ---------
Net cash provided by (used in) operating
activities (21,841) 26,061 (6,610) -- (2,390)
Investing activities:
Acquisitions, net of cash acquired -- (7,324) -- -- (7,324)
Purchases of property and equipment -- (2,066) (1,615) -- (3,681)
Investments in joint ventures -- -- (2,000) -- (2,000)
--------- --------- --------- --------- ---------
Net cash used in investing activities -- (9,390) (3,615) -- (13,005)
Financing activities:
Net borrowings under revolving line of
credit and other 23,249 (16,242) (1,586) 5,421
Deferred financing costs (1,408) -- -- -- (1,408)
--------- --------- --------- --------- ---------
Net cash provided by (used in) financing
activities 21,841 (16,242) (1,586) -- 4,013
Effect of exchange rate changes on cash -- -- (62) -- (62)
--------- --------- --------- --------- ---------
Net increase (decrease) in cash and cash
equivalents -- 429 (11,873) -- (11,444)
Cash and cash equivalents at beginning of
period -- (256) 24,611 -- 24,355
--------- --------- --------- --------- ---------
Cash and cash equivalents at end of period $ -- $ 173 $ 12,738 $ -- $ 12,911
========= ========= ========= ========= =========
________________________________________________________________________
(a) Elimination of equity in earnings of subsidiaries.
14
Delco Remy International, Inc. and Subsidiaries
Condensed Consolidating Statement of Cash Flows
For the Three Month Period Ended March 31, 2001
(Unaudited)
Delco Remy
International Inc. Non-
(Parent Subsidiary Guarantor
Company Only) Guarantors Subsidiaries Eliminations Consolidated
----------------- -------------- -------------- -------------- -------------
Operating activities:
Net income (loss) $ (5,830) $ 4,380 $ 1,677 $ (6,057)(a) $ (5,830)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation -- 4,972 2,031 -- 7,003
Amortization -- 1,409 151 -- 1,560
Equity in earnings of subsidiaries (6,057) -- -- 6,057(a) --
Minority interest in income of
subsidiaries -- 853 969 -- 1,822
Loss from unconsolidated joint ventures -- -- 391 -- 391
Deferred income taxes (1,027) -- (1,097) -- (2,124)
Post - retirement benefits other than pensions -- 929 -- -- 929
Accrued pension benefits -- 374 62 -- 436
Non-cash interest expense -- 170 -- -- 170
Changes in operating assets and liabilities, net of
acquisitions and non-cash special charges:
Accounts receivable -- (13,520) (1,662) -- (15,182)
Inventories -- (3,262) (7) -- (3,269)
Accounts payable 3,849 4,993 (5,512) -- 3,330
Intercompany accounts 6,778 (6,628) (150) -- --
Other current assets and liabilities (847) (494) 3,662 -- 2,321
Cash payments for restructuring charges -- (755) -- -- (755)
Non-cash special charges -- 2,098 -- -- 2,098
Other non-current assets and liabilities, net 6,380 (3,799) (2,993) -- (412)
-------- -------- -------- ---------- --------
Net cash provided by (used in) operating activities 3,246 (8,280) (2,478) -- (7,512)
Investing activities:
Acquisitions, net of cash acquired -- -- (2,479) -- (2,479)
Purchases of property and equipment -- (2,149) (1,312) -- (3,461)
Investments in Joint Ventures -- -- (728) -- (728)
-------- -------- -------- ---------- --------
Net cash used in investing activities -- (2,149) (4,519) -- (6,668)
Financing activities:
Net borrowings under revolving line of credit and other -- 10,900 (2,062) -- 8,838
Merger and tender offer costs (3,246) -- -- -- (3,246)
Distributions to minority interests -- -- (762) -- (762)
-------- -------- -------- ---------- --------
Net cash provided by (used in) financing activities (3,246) 10,900 (2,824) -- 4,830
Effect of exchange rate changes on cash -- -- (632) -- (632)
-------- -------- -------- ---------- --------
Net increase (decrease) in cash and cash equivalents -- 471 (10,453) -- (9,982)
Cash and cash equivalents at beginning of period -- (256) 24,636 -- 24,380
-------- -------- -------- ---------- --------
Cash and cash equivalents at end of period $ -- $ 215 $ 14,183 $ -- $ 14,398
======== ======== ======== ========== ========
_________________________
(a) Elimination of equity in earnings of subsidiaries.
15
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001
Net Sales: Net sales of $263.8 million increased $3.9 million, or 1.5%, from the
first quarter of 2001. This increase reflected the acquisitions of Mazda North
American Operations ("Mazda"), XL Component Distribution Limited ("XL") and Auto
Matic Transmission International A/S ("AMT") in 2001 ($7.2 million) and higher
volume in the electrical aftermarket ($6.8 million) and the automotive OEM
market ($3.3 million). These increases were partially offset by lower volume in
the heavy duty OEM market ($7.0 million) and the powertrain/drivetrain
aftermarket ($6.4 million). In the powertrain/drivetrain aftermarket, increased
sales of remanufactured transmissions and diesel engines were offset by lower
sales of gasoline engines.
Gross Profit: Gross profit of $47.2 million increased $6.2 million, or 15.1%,
and as a percentage of net sales was 17.9% compared with 15.8% in the first
quarter of 2001. The year over year increase reflected higher sales volume and
improved margins in the automotive OEM market ($5.5 million), acquisitions ($2.6
million), a post-employment benefit curtailment gain ($4.4 million) and the
special charge for warranty costs for a specific heavy duty alternator product
recorded in 2001 ($2.1 million). These improvements were partially offset by
lower gross profit in the electrical aftermarket ($3.4 million), where higher
volume was offset by lower product mix, lower volume in the heavy duty OEM
market ($3.3 million) and lower gross profit in the powertrain/drivetrain
aftermarket ($2.0 million), where higher margins were offset by lower volume.
The margin improvements discussed above reflect the initial impact of the
restructuring actions initiated in the fourth quarter of 2001. Excluding the
curtailment gain in 2002 and the special charge in 2001, gross profit was down
$0.3 million, or 0.7%, and as a percentage of sales was 16.2% compared with
16.6%.
Selling, General and Administrative Expenses: Selling, general and
administrative (SG&A) expenses declined $2.8 million, or 9.8%, and as a
percentage of net sales were 9.6% compared with 10.8% in the first quarter of
2001. This decrease reflects the impact of cost and business process improvement
programs initiated in the fourth quarter of 2001 as well as overall spending
reductions throughout the Company.
Operating Income: Operating income of $21.8 million increased $10.5 million, or
92.4%, and as a percentage of net sales was 8.2% compared with 4.4% in the first
quarter of 2001. This improvement was generated by the sales, gross profit and
SG&A expense issues discussed above. Excluding the curtailment gain in 2002 and
the special charge and goodwill amortization in 2001, operating income increased
$2.5 million, or 16.4%, and as a percentage of net sales was 6.6% compared with
5.7% in the first quarter of 2001.
Interest Expense: Interest expense of $16.6 million compares with $13.3 million
in the first quarter of 2001. This increase was due to the higher interest rate
associated with the 11% senior subordinated debt issued in April 2001 ($1.7
million), higher levels of debt to fund operations ($0.8 million) and debt to
fund acquisitions ($0.8 million).
Income Taxes: The Company's consolidated effective income tax rate was 25.0% in
the first quarter of 2002 compared with the U.S. statutory rate of 35.0%. This
difference is attributable primarily to earnings in foreign jurisdictions, which
have effective rates lower than the U.S. federal rate.
Loss From Unconsolidated Joint Ventures: The year over year increase in joint
venture losses was due primarily to increased research and development activity
in iPower Technologies, L.L.C.
16
Liquidity and Capital Resources
The Company's short-term liquidity needs include required debt service,
including capital lease payments, day to day operating expenses, working capital
requirements and the funding of capital expenditures. Long-term liquidity
requirements include principal payments of long-term debt and the funding of
acquisitions. The Company's principal sources of cash to fund its short-term
liquidity needs consist of cash generated by operations and borrowings under the
Senior Credit Facility. At March 31, 2002, borrowings under the Senior Credit
Facility were $123.8 million and utilization of letters of credit totaled $11.9
million, leaving $64.3 million unused and $7.8 million available under the
$200.0 million facility.
The Company has reached an agreement in principle with a major financial
institution to implement a new senior revolving credit facility that will be
secured by the Company's accounts receivable, inventories and certain classes of
equipment. This facility will replace the current senior credit facility and is
expected to afford the Company with access to more capital than is available
under the current facility. The due diligence process for putting this new
facility in place is underway and close to substantial completion. The Company
currently anticipates that the new facility will be in place by the end of the
second quarter and will have a maturity date in 2006.
The Company believes that cash generated from operations, together with the
amounts expected to be available under the new senior credit facility, will be
adequate to meet its debt service requirements, capital expenditures and working
capital needs for the foreseeable future, although no assurance can be given in
this regard. The Company's future operating performance and ability to service,
extend, or refinance its indebtedness will be subject to future economic
conditions and to financial, business and other factors that are beyond the
Company's control.
Cash used in operating activities of $2.4 million in the three months ended
March 31, 2002 compares with cash used of $7.5 million in the comparable period
of 2001. Higher earnings adjusted for non-cash items and increased accounts
payable were partially offset by higher restructuring payments. The increase in
accounts receivable of $17.0 million in 2002 and $15.2 million in 2001 reflect
higher shipments compared with the fourth quarter. Days sales outstanding
improved year over year. Accounts payable increased $14.6 million in the first
quarter of 2002 due to timing of payments to vendors. Cash payments of $7.7
million for restructuring charges consisted primarily of employee termination
benefits.
Acquisition payments consisted of the purchase, under contractual put
agreements, of increased ownership percentages of World Wide ($4.3 million) and
Power ($2.5 million), and a contingent purchase price payment on the acquisition
of Mazda ($0.5 million). Capital expenditures were primarily for production
equipment and tooling. In the first quarter of 2002, the Company made a capital
contribution of $2.0 million to its iPower joint venture.
In the first quarter of 2002, payments of $1.4 million were made on deferred
financing costs in conjunction with the replacement of the Senior Credit
Facility.
Seasonality
The Company's business is moderately seasonal, as its major OEM customers
historically have one-to two- week operations shutdowns in July. In response,
the Company typically has shut down its own operations for one week each July,
depending on backlog, scheduled maintenance and inventory buffers, as well as an
additional week during the December holidays. Consequently, the Company's third
and fourth quarter results reflect the effects of these shutdowns.
17
Foreign Sales
Approximately 20.5% of the Company's net sales in the three months ending March
31, 2002 were derived from sales made to customers in foreign countries. Because
of these foreign sales, the Company's business is subject to the risks of doing
business abroad, including currency exchange rate fluctuations, limits on
repatriation of funds, compliance with foreign laws and other economic and
political uncertainties.
FORWARD-LOOKING STATEMENTS
From time to time, the Company makes oral and written statements that may
constitute "forward looking statements" as defined in the Private Securities
Litigation Reform Act of 1995 (the "Act") or by the Securities and Exchange
Commission ("SEC") in its rules, regulations and releases. The Company desires
to take advantage of the "safe harbor" provisions in the Act for forward-looking
statements made from time to time, including but not limited to, the
forward-looking statements relating to the future performance of the Company
contained in the Management's Discussion and Analysis, and Notes to Condensed
Consolidated Financial Statements and other statements made in this Form 10-Q
and in other filings with SEC.
The Company cautions readers that any such forward-looking statements are based
on assumptions that the Company believes are reasonable, but are subject to a
wide range of risks including, but not limited to, risks associated with the
uncertainty of future financial results, acquisitions, additional financing
requirements, development of new products and services, the effect of
competitive products or pricing, the effect of economic conditions and other
uncertainties. Due to these uncertainties, the Company cannot assure readers
that any forward-looking statements will prove to have been correct.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended March 31, 2002.
18
SIGNATURES
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.
DELCO REMY INTERNATIONAL, INC.
------------------------------
(Registrant)
Date: May 15, 2002 By: /s/ Rajesh K. Shah
--------------------------------------
Rajesh K. Shah
Executive Vice President
and Chief Financial Officer
Date: May 15, 2002 By: /s/ Allen R. Wilkie
--------------------------------------
Allen R. Wilkie
Vice President and Operations
Controller
Chief Accounting Officer
19