<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 25, 1997
LDM Technologies, Inc.
---------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 333-21819 38-269-0171
- --------------------- -------------- -----------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2500 Executive Hills Drive, Auburn Hills, Michigan 48326
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 858-2800
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
------------------------------------
On November 25, 1997 a newly-formed subsidiary of LDM Technologies,
Inc., a Michigan corporation ("Registrant") named Anja Verwaltungsgesellschaft
mbH (the "Purchaser"), pursuant to the terms of an Acquisition Agreement dated
November 12, 1997 ("Agreement") between Aeroquip-Vickers International GmbH
("Aeroquip") and Purchaser filed as Exhibit 1 to this report on Form 8-K,
purchased substantially all of the operating assets (consisting of plant,
equipment and inventory and located in Beienheim, Germany) of ASG Beienheim
(the "Company"), a unit of the Aeroquip-Sterling division of Aeroquip.
The aggregate purchase price paid for the assets was $8.6 million cash,
subject to certain closing adjustments, and in addition the Purchaser assumed
certain liabilities of the Company in the approximate amount of $2.5 million.
The funds required for the purchase price were acquired by the Registrant under
its Senior Credit Facility with Bank America Business Credit, Inc., as agent,
for itself and a group of banks.
There was no material relationship between Aeroquip or any of its
affiliates and the Registrant or any of its affiliates, any director or officer
of the Registrant, or any associate of any such director or officer.
The Company is engaged in the business of manufacturing and
distributing molded plastic components for sale principally to German automobile
manufacturers and their suppliers. The business and operations of the Company
will be continued by the Registrant substantially as they were conducted prior
to the acquisition.
Item 7. Financial Statements and Exhibits
---------------------------------
The following financial statements are filed as part of this report
on Form 8-K.
(a) Financial statements of business acquired:
(1) Financial Statements of ASG Beienheim for the year ended
December 31, 1996 with Report of Independent Auditors.
(2) Pro forma financial information: Unaudited Pro Forma
Consolidated Financial Information of Registrant giving effect
to the acquisition referred to in (1) above.
(3) Unaudited Condensed Interim Financial Statements of ASG
Beienheim for the nine months ended September 28, 1997 and
September 29, 1996.
- 2 -
<PAGE> 3
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.
LDM TECHNOLOGIES, INC.
By: /s/ Gary E. Borushko
-------------------------
Gary E. Borushko
Chief Financial Officer
Dated: February 5, 1998
- 3 -
<PAGE> 4
Report of Independent Auditors
To the Owners
ASG Beienheim
We have audited the accompanying balance sheet of ASG Beienheim as of December
31, 1996, and the related statements of income, owners' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ASG Beienheim as of December
31, 1996, and the results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.
Frankfurt am Main, Germany
Schitag Ernst & Young AG
December 19, 1997
1
<PAGE> 5
ASG Beienheim
Balance Sheet
As of December 31, 1996
(US Dollars in thousands)
<TABLE>
<S> <C>
ASSETS
Current assets:
Accounts receivable (less allowance for doubtful accounts of $118,000) $ 5,251
Inventories, net 1,749
Prepaid tooling 1,432
Other 53
-------------
Total current assets 8,485
-------------
Property, plant and equipment, net 3,550
Deferred income taxes 481
Other assets 5
-------------
Total assets $ 12,521
=============
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Accounts payable $ 1,791
Advance payments from customers 553
Accrued employee costs 1,459
Accrued liabilities 727
Deferred income taxes 12
-------------
Total current liabilities 4,542
-------------
Long-term liabilities:
Accrued pension costs 403
Deferred gain 834
Deferred income taxes 70
Other long-term liabilities 224
-------------
Total long-term liabilities 1,531
-------------
Owners' equity 6,448
-------------
Total liabilities and owners' equity $ 12,521
=============
</TABLE>
See accompanying notes.
2
<PAGE> 6
ASG Beienheim
Statement of Income
For the Year Ended December 31, 1996
(US Dollars in thousands)
<TABLE>
<S> <C>
Net sales:
Product sales $ 37,978
Tooling sales 2,913
-------------
40,891
-------------
Cost of sales:
Product cost of sales 31,693
Tooling cost of sales 2,493
-------------
34,186
-------------
Gross profit 6,705
Selling, general and administrative expenses 2,842
-------------
Income before income taxes 3,863
Income taxes 2,124
-------------
Net income $ 1,739
=============
</TABLE>
See accompanying notes.
3
<PAGE> 7
ASG Beienheim
Statement of Owners' Equity
For the Year Ended December 31, 1996
(US Dollars in thousands)
<TABLE>
<S> <C>
Balance at December 31, 1995 $ 6,435
Net income 1,739
Distributions to owners (1,209)
Foreign exchange adjustment (517)
--------
Balance at December 31, 1996 $ 6,448
========
</TABLE>
See accompanying notes.
4
<PAGE> 8
ASG Beienheim
Statement of Cash Flows
For the Year Ended December 31, 1996
(US Dollars in thousands)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,739
Adjustments to reconcile net income to net cash provided by operations:
Depreciation and amortization 1,313
Deferred income taxes 28
Source (use) of cash resulting from changes in assets and liabilities:
Accounts receivable (1,431)
Inventories 314
Prepaid tooling and other 648
Accounts payable 439
Accrued liabilities and other (692)
-------------
Net cash provided by operations 2,358
-------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,148)
-------------
Net cash used in investing activities (1,148)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to owners (1,210)
-------------
Net cash used in financing activities (1,210)
-------------
Change in cash and cash equivalents -
Cash and cash equivalents, beginning of year -
=============
Cash and cash equivalents, end of year $ -
=============
ADDITIONAL CASH FLOW DISCLOSURES:
No amounts were paid for interest or income taxes in 1996.
</TABLE>
See accompanying notes.
5
<PAGE> 9
ASG Beienheim
Notes to the Financial Statements
December 31, 1996
1. OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
The accompanying financial statements present the operations of ASG Beienheim
("the Company"). The Company is engaged in the manufacturing and sale of molded
plastic components for sale principally to several German automobile
manufacturers and their suppliers. The Company is a unit of the
Aeroquip-Sterling ("Sterling") division of Aeroquip-Vickers GmbH, formerly
Trinova GmbH ("Trinova").
Amounts related to the Company have been determined by segregating amounts
related to the business of the Company from the other unit of Sterling. The
determination of such amounts was made by reference to specific assets and
liabilities of the Company in the case of fixed assets, accounts receivable,
inventories, prepaid tooling, advances from customers and accrued pension
liabilities; by reference to specific revenue and expense accounts of the
Company with respect to sales and costs of sales; or in the case of certain
accrued liabilities and selling, general and administrative expenses, by
allocations based on sales, purchases or headcount, as considered appropriate.
In the opinion of management these allocation methods are reasonable.
As an operating unit of Trinova, the Company is not individually subject to
income taxes, which are payable on a Trinova level. The income tax provision in
the accompanying financial statements has been calculated on a separate-return
basis.
The accompanying financial statements reflect certain overhead costs allocated
by Trinova to the Company. Under an agreement with Sterling and Trinova, such
costs are not paid by the Company. Such costs include allocations of legal,
accounting, insurance, management information systems, and other corporate
overhead costs incurred at the Trinova level, and are included in Selling,
General and Administrative expenses of the Company.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
6
<PAGE> 10
ASG Beienheim
Notes to Financial Statements (continued)
December 31, 1996
CONCENTRATION OF CREDIT RISK
Financial instruments which subject the Company to concentrations of credit risk
consist principally of trade receivables. Automotive manufacturers comprise a
significant portion of the Company's customer base. Trade receivables from the
Company's four largest customers represented approximately 90% of the Company's
total trade receivables as of December 31, 1996.
The Company performs periodic credit evaluations of its customers' financial
condition and generally does not require collateral, consistent with industry
practice.
INVENTORIES
Inventories are stated at the lower of cost, using the first-in, first-out
method, or market.
PREPAID TOOLING
Molds used in Company operations are requisitioned by the Company's customers
and are principally purchased from mold designers who design and construct the
molds under Company supervision. Upon delivery and acceptance of the molds,
title is passed to customers and related revenue is recognized.
DEPRECIATION AND AMORTIZATION
Depreciable property, stated at cost, is depreciated over the estimated useful
lives of the assets, using principally straight-line methods as follows:
Estimated useful
life (years)
------------------------------
Machinery and equipment 3 - 11
Furniture and fixtures 4 - 10
7
<PAGE> 11
ASG Beienheim
Notes to Financial Statements (continued)
December 31, 1996
2. INVENTORY
Inventory balances at December 31, 1996 comprise the following, net of
applicable reserves:
<TABLE>
<CAPTION>
US Dollars
(in thousands)
--------------
<S> <C>
Raw materials $ 1,064
Work-in-process and finished goods 685
---------
$ 1,749
=========
</TABLE>
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment balances at cost at December 31, 1996 comprise the
following:
<TABLE>
<CAPTION>
US Dollars
(in thousands)
---------------
<S> <C>
Machinery and equipment $ 18,294
Leasehold improvements 283
----------
18,577
Less - Accumulated depreciation and amortization (15,027)
----------
Net property, plant and equipment $ 3,550
==========
</TABLE>
4. INCOME TAXES
The Company's provision for income taxes for the year ending December 31, 1996
is comprised of the following:
<TABLE>
<CAPTION>
US Dollars
(in thousands)
--------------
<S> <C>
GERMAN
Federal and regional
Current $ 2,096
Deferred 28
--------
Total income tax provision $ 2,124
========
</TABLE>
8
<PAGE> 12
ASG Beienheim
Notes to Financial Statements (continued)
December 31, 1996
4. INCOME TAXES (CONTINUED)
Deferred income taxes are provided for the temporary differences between the
financial reporting basis and tax basis of the Company's assets and liabilities.
At December 31, 1996 deferred tax assets and liabilities are comprised of the
following:
<TABLE>
<CAPTION>
US Dollars
(in thousands)
----------------
<S> <C>
DEFERRED TAX ASSETS:
Accrued pensions $ 67
Deferred gain on sale-leaseback 359
Other employee benefits 98
-------
Total deferred assets 524
DEFERRED TAX LIABILITIES:
Property, plant and equipment 82
-------
Net deferred tax assets $ 442
=======
</TABLE>
A reconciliation of the Company's income tax expense at the federal statutory
tax rate to the actual income tax expense for the year ended December 31, 1996
follows:
<TABLE>
<CAPTION>
US Dollars
(in thousands)
---------------
<S> <C>
Tax at German statutory rate of 43% $ 1,661
Nondeductible expenses 463
-------
Provision for income taxes $ 2,124
=======
</TABLE>
5. COMMITMENTS AND CONTINGENCIES
PURCHASE COMMITMENTS
At December 31, 1996, the Company has committed to purchase equipment
aggregating approximately $451,000.
9
<PAGE> 13
ASG Beienheim
Notes to Financial Statements (continued)
December 31, 1996
5. COMMITMENTS AND CONTINGENCIES (CONTINUED)
LEASES
The Company leases its manufacturing facility and certain of its furniture,
fixtures and equipment from third parties. Rental expense, including short-term
cancellable leases, approximated $531,000 for the year ended December 31, 1996.
Future commitments under noncancellable operating leases for the Company are as
follows:
Beienheim Office
Facility Equipment Total
---------------- --------------- ----------------
(US Dollars in Thousands)
---------------------------------------------------------
1997 $ 419 $ 93 $ 512
1998 419 62 481
1999 419 19 438
2000 420 3 423
2001 421 - 421
Thereafter 1,507 - 1,507
------ ---- ------
Total $3,605 $177 $3,782
====== ==== ======
6. TRANSACTIONS WITH RELATED PARTIES
Certain administrative overhead costs are allocated to the Company by an
affiliated entity. Such allocated expenses totalled approximately $1,403,000 for
the year ended December 31, 1996.
7. DEFERRED GAIN
In 1988, Trinova entered into a sale-leaseback transaction with respect to the
Beienheim manufacturing facility which resulted in a deferred gain approximating
$1,742,000. This amount is being amortized ratably to income over the life of
the related lease, which expires in 2005. The 1996 amortization approximated
$100,000, and is included as a reduction to product cost of sales.
10
<PAGE> 14
ASG Beienheim
Notes to Financial Statements (continued)
December 31, 1996
8. EMPLOYEE BENEFIT PLANS
LONG-TERM SERVICE RESERVE
Consistent with industry practice in Germany, the Company makes voluntary
donations and payments to employees after a certain number of years of service
and upon the leave for retirement. A reserve is calculated by management for
estimated future costs associated with this practice, taking into account the
estimated likelihood of payment on a discounted present value basis.
PENSION LIABILITIES
The Company maintains an unfunded defined-benefit pension plan with respect to
certain of its employees. The related pension liability relates to 85 active
employees.
Pension liabilities as of December 31, 1996 have been calculated applying an
interest rate of 7% and assuming future wage/salary increases of 3% and future
increases of pension payments of 2.5%.
Net pension cost includes the following components:
US Dollars
(in thousands)
----------------
Service cost $ 22
Interest cost 24
Net amortization and deferral -
------------
NET PENSION COST $ 46
============
<PAGE> 15
ASG Beienheim
Notes to Financial Statements (continued)
December 31, 1996
8. EMPLOYEE BENEFIT PLANS (CONTINUED)
The funded status for the Company's pension plan based on an actuarial valuation
is as follows:
US Dollars
(in thousands)
---------------
Actuarial present value of benefit obligation:
Vested $ 395
Nonvested -
-------------
Accumulated benefit obligation 395
Effect of projected future compensation levels -
-------------
Projected benefit obligation 395
Plan assets at fair value -
-------------
Plan assets less than projected benefit obligation (395)
Unrecognized net loss (gain) (9)
Unrecognized prior service cost -
Unrecognized net transition obligation 2
-------------
ACCRUED PENSION COST AT DECEMBER 31, 1996 $ (402)
=============
9. SUBSEQUENT EVENT
Subsequent to December 31, 1996, Trinova signed a purchase agreement to sell the
assets and operations of the Company to Anja Verwaltungsgesellschaft mbH, a
wholly-owned subsidiary of LDM Technologies, Inc. of Auburn Hills, Michigan,
USA.
12
<PAGE> 16
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The unaudited pro forma condensed consolidated statement of operations of the
Company for the fiscal year ended September 28, 1997, gives effect to the Molmec
Acquisition, the Kendallville Acquisition, the Senior Credit Facility and the
Initial Offering (each as defined below, collectively the "1997 Transactions"),
the Kenco Acquisition and the Beienheim acquisition as if such transactions had
occurred on September 30, 1996. The unaudited pro forma condensed consolidated
balance sheet at September 28, 1997 gives effect to the Kenco Acquisition and
the Beienheim Acquisition as if such acquisitions had occurred on that date. The
allocation of the purchase price in the Beienheim Acquisition to the assets and
liabilities of Beienheim as reflected below is a preliminary estimate. The
actual allocation, when finalized, may differ. The 1997 Transactions are
reflected in the historical balance sheet at September 28, 1997. The unaudited
pro forma consolidated financial information does not purport to represent what
the Company's financial position or results of operations would actually have
been had the transactions occurred on the dates indicated above or to project
the Company's results of operations for any future period. This unaudited pro
forma consolidated financial information should be read in conjunction with the
accompanying notes, the historical financial statements of Beienheim, including
the notes thereto, included elsewhere herein and the historical financial
statements of the Company, including the notes thereto, included in the
Company's Annual Report on Form 10-K for the year ended September 28, 1997.
13
<PAGE> 17
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 28, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
LDM, as
Adjustments Adjustments adjusted for Beienheim
LDM for 1997 for Kenco previous Beienheim ProForma
Historical Transactions Acquisition Transactions Historical Adjustments ProForma
---------- ------------ ----------- ------------ ---------- ----------- --------
(a) (b)
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales:
Product sales $ 261,103 $ 29,125 $ 53,406 $ 343,634 $ 32,818 $ - $ 376,452
Mold sales 31,917 2,393 6,642 40,952 1,386 - 42,338
----------- --------- -------- ----------- -------- -------- -----------
293,020 31,518 60,048 384,586 34,204 - 418,790
Cost of sales:
Product cost of sales 210,532 19,751 46,040 276,323 27,998 668(c) 304,989
Mold cost of sales 30,398 2,150 4,921 37,469 1,203 80(d) 38,752
----------- --------- -------- ----------- -------- -------- -----------
240,930 21,901 50,961 313,792 29,201 748 343,741
----------- --------- -------- ----------- -------- -------- -----------
Gross profit 52,090 9,617 9,087 70,794 5,003 (748) 75,049
Selling, general and
administrative
expenses 35,561 5,713 4,190 45,464 2,363 - 47,827
----------- --------- -------- ----------- -------- -------- -----------
Operating profit 16,529 3,904 4,897 25,330 2,640 (748) 27,222
Interest expense 11,076 2,985 2,239 16,300 - 800 (e) 17,100
Other expense, net 444 - (100) 344 24 - 368
----------- --------- --------- ----------- -------- -------- -----------
Income (loss) from
continuing opera-
tions before
income taxes and
minority interests 5,009 919 2,758 8,686 2,616 (1,548) 9,754
Provision for income taxes 2,088 368 1,109 3,565 1,529 (666)(f) 4,428
----------- --------- --------- -------- -------- -------- -----------
Income (loss) from
continuing operations
before minority
interests 2,921 551 1,649 5,121 1,087 (882) 5,326
Minority interest 142 - - 142 - - 142
----------- --------- -------- ----------- -------- -------- -----------
Income (loss) from
continuing operations
before accounting
change and extra-
ordinary item $ 3,063 $ 551 $ 1,649 $ 5,263 $ 1,087 $ (882) $ 5,468
=========== ========= ======== =========== ======== ========= ==========
</TABLE>
14
<PAGE> 18
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED SEPTEMBER 28, 1997
(DOLLARS IN THOUSANDS)
(a) To adjust the Company's historical results of operations for the 1997
Transactions as if such transactions had occurred on September 30, 1996.
On January 22, 1997, the Company consummated the acquisition of the
business and certain net assets of Molmec, Inc. (the "Molmec Acquisition").
The results of operations of the Molmec business are included in the
Company's results of operations effective on the acquisition date. On May
1, 1997, the Company consummated the acquisition of the business and net
assets of the Kendallville Plant of Aeroquip, Inc. (the "Kendallville
Acquisition"). The results of operations of the Kendallville Plant are
included in the Company's results of operations effective on the
acquisition date. On January 22, 1997, the Company issued $110 million
aggregate principal amount of its 10 3/4% Senior Subordinated Notes, the
proceeds of with were used to repay certain outstanding borrowings, to fund
the Molmec acquisition and for general corporate purposes (the "Initial
Offering"). In connection with the Initial Offering, the Company obtained a
new senior credit facility (the "Senior Credit Facility").
(b) To adjust the Company's historical results of operations for the Kenco
Acquisition as if such acquisition had occurred on September 30, 1996. On
September 30, 1997, the Company consummated the acquisition of the stock of
Kenco Plastics, Inc. (A Michigan Corporation), Kenco Plastics, Inc. (A
Kentucky Corporation), and the business and net assets of Narens Design and
Engineering, Inc.
(c) To adjust Beienheim cost of sales as a result of the write up of inventory
to fair market value less anticipated selling costs, to increase
depreciation due to fixed asset write up, and to reduce amortization due to
exclusion of deferred gain.
(d) To adjust Beienheim cost of sales as a result of the write up Prepaid Mold
Costs to fair market value less anticipated selling costs.
(e) Increased interest on borrowings to finance the Beienheim acquisition.
(f) Adjustment relates to the tax effect of (c), (d) and (e).
15
<PAGE> 19
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 28, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
LDM, as
Adjustments adjusted for Beienheim
LDM for Kenco Kenco Beienheim Pro Forma
Historical Acquisition Acquisition Historical Adjustments Pro Forma
---------- ----------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,632 $ 500 $ 5,132 $ - $ - $ 5,132
Trade accounts receivable 45,812 7,005 52,817 3,464 - 56,281
Inventories 15,048 3,001 18,049 1,386 391 (a) 19,826
Mold costs 13,826 1,903 15,729 2,812 150 (a) 18,691
Other current assets 7,072 314 7,386 57 (36)(b) 7,407
---------- ------------ ------------- ------------ ---------- ------------
Total current assets 86,390 12,723 99,113 7,719 505 107,337
Property, plant, and equipment less
accumulated depreciation 82,259 11,638 93,897 4,194 2,329 (c) 100,420
Goodwill 36,791 9,195 45,986 - - 45,986
Other assets 6,747 9 6,756 415 (328)(b) 6,843
---------- ------------- ------------- ------------ ---------- ------------
Totals $ 212,187 $ 33,565 $ 245,752 $ 12,328 $ 2,506 $ 260,568
========== ============= ============= ============ ========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 3,530 $ 27,141 $ 30,671 $ - $ 9,700 $ 40,371
Accounts payable 28,153 5,515 33,668 1,034 - 34,702
Accrued liabilities 20,365 909 21,274 2,155 (14) (b) 23,415
Advance mold payments from
customers 11,082 11,082 1,352 12,434
Income taxes payable 1,640 1,640 1,640
Current maturities of long-term
debt 979 979 979
---------- ------------- ------------- ------------ ---------- ------------
Total current liabilities 65,749 33,565 99,314 4,541 9,686 113,541
Long-term debt net of current
portion 122,261 - 122,261 - 122,261
Deferred Gain - - - 672 (672) (d) -
Deferred income taxes 3,513 - 3,513 82 (82) (b) 3,513
Minority interest in subsidiaries 279 - 279 - 279
Other non-current liabilities - - - 607 607
Stockholders' equity 20,385 - 20,385 6,426 (6,426) (e) 20,385
---------- ------------- ------------- ------------ ---------- ------------
Totals $ 212,187 $ 33,565 $ 245,752 $ 12,328 $ 2,506 $ 260,586
========== ============= ============= ============ ========== ============
</TABLE>
16
<PAGE> 20
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
SEPTEMBER 28, 1997
(DOLLARS IN THOUSANDS)
(a) To increase inventories and prepaid mold costs to selling price less
selling costs.
(b) To restate deferred taxes as a result of purchase price allocation.
(c) To adjust the property, plant and equipment to fair market value, less
excess of fair value of net assets acquired over purchase price.
(d) To remove deferred gain excluded from assumed liabilities.
(e) To eliminate the historical stockholder's equity of Beienheim.
17
<PAGE> 21
ASG Beienheim
Condensed Balance Sheets
(US Dollars in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 28, 1997 DECEMBER 31, 1996
(UNAUDITED) (SEE NOTE)
------------------ -----------------
<S> <C> <C>
ASSETS
Current assets:
Accounts receivable, net $ 3,461 $ 5,251
Inventories
Raw materials 743 1,064
Work-in-process and finished goods 642 685
Prepaid tooling 2,809 1,432
Other 57 53
------------------ -----------------
Total current assets 7,712 8,485
------------------ -----------------
Net property, plant and equipment, at cost 4,190 3,550
Deferred income taxes 409 481
Other assets 5 5
------------------ -----------------
Total assets $12,316 $12,521
================== =================
LIABILITIES AND OWNERS' EQUITY
Current liabilities:
Accounts payable $ 1,033 $ 1,791
Advance payments from customers 1,351 553
Accrued compensation 1,388 1,459
Accrued liabilities 751 727
Deferred income taxes 14 12
------------------ -----------------
Total current liabilities 4,537 4,542
------------------ -----------------
Long-term liabilities:
Accrued pension costs 394 403
Deferred gain 671 834
Deferred income taxes 82 70
Other 212 224
------------------ -----------------
Total long-term liabilities 1,359 1,531
------------------ -----------------
Owners equity 6,420 6,448
------------------ -----------------
Total liabilities and owners' equity $12,316 $12,521
================== =================
See accompanying notes.
</TABLE>
NOTE: The balance sheet at December 31, 1996 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
18
<PAGE> 22
ASG Beienheim
Condensed Interim Statements of Income
(US Dollars in thousands)
<TABLE>
NINE MONTHS ENDED
--------------------------------------
SEPTEMBER 28, 1997 SEPTEMBER 29, 1996
(UNAUDITED) (UNAUDITED)
------------------ ------------------
<S> <C> <C>
Net sales:
Product sales $23,724 $28,456
Tooling sales 174 1,594
------------------ ------------------
23,898 30,050
------------------ ------------------
Cost of sales:
Product cost of sales 20,693 24,212
Tooling cost of sales 193 1,396
------------------ ------------------
20,886 25,608
------------------ ------------------
Gross profit 3,012 4,442
Selling, general and administrative expenses 1,782 2,067
------------------ ------------------
Income before income taxes 1,230 2,375
Income taxes 819 1,413
------------------ ------------------
Net income $ 411 $ 962
================== ==================
</TABLE>
See accompanying notes.
19
<PAGE> 23
ASG Beienheim
Condensed Interim Statements of Cash Flows
(US Dollars in thousands)
<TABLE>
Nine Months ended
--------------------------------------
SEPTEMBER 28, 1997 SEPTEMBER 29, 1996
(UNAUDITED) (UNAUDITED)
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net cash provided by operations $ 1,550 $ 2,138
INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,992) (321)
----------------- -----------------
Net cash used in investing activities (1,992) (321)
----------------- -----------------
FINANCING ACTIVITIES
Contribution by (distribution to) owners 372 (1,817)
----------------- -----------------
Net cash used in financing activities 372 (1,817)
----------------- -----------------
Change in cash and cash equivalents - -
Cash and cash equivalents, beginning of year - -
----------------- -----------------
Cash and cash equivalents, end of year $ - $ -
================= =================
</TABLE>
See accompanying notes.
20
<PAGE> 24
ASG Beienheim
Notes to Condensed Interim Financial Statements
September 28, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited condensed 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 footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September 28,
1997 are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. For further information refer to the audited
financial statements and footnotes thereto in the Company's annual financial
statements included elsewhere herein.
2. SUBSEQUENT EVENT
Subsequent to September 30, 1997, Trinova signed a purchase agreement to sell
the assets and operations of the Company to Anja Verwaltungsgesellschaft mbH, a
wholly-owned subsidiary of LDM Technologies, Inc. of Auburn Hills, Michigan,
USA.
21
