SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1997
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 number 333-32975
OXFORD AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-3262809
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1250 STEPHENSON HIGHWAY, TROY MICHIGAN 48083
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 577-1400
2365 FRANKLIN ROAD, BLOOMFIELD HILLS, MICHIGAN 48203
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 No X
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
309,750 shares of the registrant's Common Stock
were outstanding as of October 31, 1997.
PAGE
<PAGE>
PART I. FINANCIAL INFORMATION
Oxford Automotive, Inc.
Consolidated Statements of Operations
(Dollars In Thousands, Except Per Share Amounts)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
1997 1996 1997 1996
(unaudited) (unaudited) (unaudited) (unaudited)
Net Sales $93,572 $18,494 $185,532 $40,203
Cost of Sales 85,578 17,542 167,030 38,121
Gross Profit 7,994 952 18,502 2,082
Selling, general and
administrative
expenses 5,017 765 7,919 1,468
------- ------- ------- -------
Operating Income 2,977 187 10,583 614
Other income (expense):
Interest income 570 -- 681 --
Interest expense (3,534) (592) (5,443) (1,184)
Other income 231 965 268 1,552
------- ------- ------- -------
Income before
income taxes 244 560 6,089 982
Income taxes 59 224 2,397 393
------- ------- ------- -------
Net income 185 336 3,692 589
------- ------- ------- -------
Accrued dividends and
accretion on redeemable
preferred stock 337 -- 672 --
------- ------- ------- -------
Net income (loss)
applicable to
common stock $(152) $336 $3,020 $589
====== ======= ======= =======
Net income (loss)
per share $(0.49) $4.53 $9.75 $7.85
====== ======= ======= =======
Weighted average
shares outstanding 309,750 74,250 309,750 75,000
</TABLE>
See accompanying Notes to Consolidated Financial Statements
Oxford Automotive, Inc.
Consolidated Balance Sheets
(Dollars In Thousands, Except Per Share Amounts)
September 30, March 31,
1997 1997
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $26,922 $ 9,671
Accounts Receivable, trade 54,380 47,626
Reimbursable Tooling 4,903 4,968
Inventory 22,781 13,411
Deferred Taxes and
other current assets 7,536 7,628
-------- --------
Total Current Assets 116,522 83,304
PROPERTY AND EQUIPMENT
Cost 175,695 151,698
Less - accumulated depreciation 13,604 4,920
-------- --------
162,091 146,778
OTHER ASSETS 16,934 13,612
-------- --------
Total Assets $295,547 $243,694
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 30,275 $31,421
Restructuring reserve 9,187 7,050
Employee Compensation 7,443 4,986
Other current liabilities 11,841 9,040
Current portion of
long-term debt 4,561 24,274
-------- --------
Total Current Liabilities 63,307 76,771
LONG-TERM LIABILITIES
Post retirement medical benefits 34,624 33,467
Deferred Taxes 9,877 10,442
Other non current 7,864 5,818
Long Term Debt 134,476 75,555
-------- --------
Total Liabilities 250,148 202,053
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Consolidated Balance Sheets (continued)
(Dollars In Thousands, Except Per Share Amounts)
September 30, March 31,
1997 1997
(unaudited)
Redeemable Series A $3.00
Cumulative Preferred Stock,
$100 stated value - 457,541
shares authorized, issued
and outstanding (See note 4) 40,189 36,012
Redeemable Series B Preferred
Stock, $100 stated value -
49,938 shares authorized,
issued and outstanding
(See note 4) -- 3,288
SHAREHOLDERS' EQUITY
Common stock 1,050 1,050
Foreign currency
translation adjustments (180) (28)
Equity adjustment for
minimum pension liability (253) (253)
Retained earnings 4,593 1,572
-------- --------
5,210 2,341
-------- --------
Total liabilities &
shareholders' equity $295,547 $243,694
======== ========
See accompanying Notes to Consolidated Financial Statements
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Consolidated Statement of Cash Flows
(Dollars In Thousands, Except Per Share Amounts)
For the Six For the Six
Months Ended Months Ended
September 30, 1997 September 30, 1996
(unaudited) (unaudited)
OPERATING ACTIVITIES
Net Income $3,692 $589
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Depreciation and amortization 9,012 1,088
Deferred income taxes (2,793) (187)
Loss on sale of equipment 52 --
Provision for post retirement medical 1,157 --
Changes in operating assets and liabilities
affecting cash
Accounts receivable, trade 4,215 (5,547)
Reimbursable tooling 1,044 (2,493)
Inventories (1,342) 108
Other assets (2,644) 1,721
Accounts payable (7,888) 1,116
Restructuring reserve (1,250) (608)
Employee compensation and other
current liabilities 1,509 (781)
Other noncurrent liabilities 29 368
-------- --------
Net cash provided by (used in) operating
activities 4,793 (4,626)
-------- -------
INVESTING ACTIVITIES
Purchase of business, net of cash
acquired (21,113) --
Net purchase of property, plant
and equipment (5,999) (1,856)
Proceeds from sale of equipment 1,050 --
-------- -------
Net cash used in investing activities (26,062) (1,856)
FINANCING ACTIVITIES
Net Proceeds (payments) on borrowings (85,606) 7,383
Proceeds from Senior Subordinated Notes 124,814 --
Preferred Stock dividend payments (536) --
-------- --------
Net cash provided by financing activities 38,672 7,383
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Consolidated Statement of Cash Flows (continued)
(Dollars In Thousands, Except Per Share Amounts)
For the Six For the Six
Months Ended Months Ended
September 30, 1997 September 30, 1996
(unaudited) (unaudited)
Effect of exchange rate
changes on cash (152) (263)
Net increase in cash and
cash equivalents 17,251 638
Cash and cash equivalents
at beginning of period 9,671 --
-------- --------
Cash and cash equivalents
at end of period $26,922 $638
======== ========
See accompanying Notes to Consolidated Financial Statements
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Notes to Consolidated Financial Statements
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Oxford Automotive, Inc. (the "Company") have been prepared in accordance with
Rule 10-01 of Regulation S-X and do not include all the information and notes
required by generally accepted accounting principles for complete financial
statements. All adjustments, which include only normal recurring adjustments
that are, in the opinion of management, necessary for a fair presentation of
the results of the interim periods have been made. The results of operations
for such interim periods are not necessarily indicative of results of
operations for a full year. The unaudited condensed financial statements
should be read in conjunction with the Company's consolidated audited
financial statements and notes thereto for the year ended March 31, 1997.
2. INVENTORIES
Inventories are comprised of the following:
September 30, March 31,
1997 1997
Raw materials $9,671 $5,688
Finished goods and work-in-process 13,381 7,994
-------- --------
23,052 13,682
LIFO and other reserves (271) (271)
-------- --------
$22,781 $13,411
======== ========
The Company does not separately identify finished goods from work-in-process.
3. SENIOR SUBORDINATED NOTES
On June 24, 1997 the Company issued $125.0 million of unsecured 10 1/8%
Senior Subordinated Notes due 2007 (the "Notes"). The Notes pay interest
semi-annually on June 15 and December 15, commencing with December 15, 1997.
The Notes provide for certain covenants, including limitations on:
indebtedness, restricted payments, distributions, sale of assets, affiliate
transactions and merger and consolidation. The Company has optional
redemption rights beginning June 15, 2002.
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Notes to Consolidated Financial Statements (continued)
The Notes are limited to $160.0 million aggregate principal amount of which
$125.0 million was initially issued. The Company utilized approximately $83.1
million to refinance existing indebtedness and $23.2 million towards the
acquisition of Howell Industries, Inc. and related expenses. A portion of the
proceeds were used to pay the fees and expenses incurred in conjunction with
the issuance of the Notes and the remainder will be used for general corporate
purposes, which may include other acquisitions.
Concurrently with the issuance of the Notes, the Company entered into a $110.0
million Senior Credit Facility with NBD Bank, on behalf of itself and as agent
for a syndicate of other lenders. The facility is in the form of a revolving
credit line, with current availability of approximately $100.1 million,
reduced for the effect of the following outstanding Letters of Credit issued
by NBD Bank: $8.5 million to support the Industrial Revenue Bonds issued by
Creative Fabrication Corporation and $1.4 million to support workers
compensation insurance agreements. The obligations under the Senior Credit
Facility are secured by substantially all the assets of the Company and its
subsidiaries. The interest rate on outstanding borrowings is a variable rate
calculated using base rates plus an applicable margin.
On August 6, 1997, the Company filed a Registration Statement on Form S-4 with
the Securities and Exchange Commission in order to effect the exchange of the
Notes for new Notes, with substantially the same terms as the Notes except
with respect to certain transfer restrictions and registration rights. See
Note 8.
4. LOBDELL EMERY PREFERRED SHARES - PURCHASE PRICE ADJUSTMENT
On July 15, 1997 the Company entered into a Settlement Agreement and Mutual
Release with the preferred shareholders of Lobdell, a wholly-owned subsidiary
("Settlement Agreement"). Pursuant to the Settlement Agreement, 60,002 shares
of Series A Preferred Stock held in escrow and 49,938 shares of series B
Preferred stock, which represented all of the outstanding series B Preferred
stock, were canceled. The cancellation of the shares increased property, plant
and equipment $1,257, increased noncurrent deferred tax liabilities $494,
increased Series A Preferred Stock by $3,998 and decreased Series B Preferred
Stock by $3,345.
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Notes to Consolidated Financial Statements (continued)
5. ACQUISITION OF HOWELL INDUSTRIES, INC.
On August 13, 1997, the Company acquired Howell Industries, Inc. ("Howell").
The acquisition was accounted for using the purchase method of accounting.
Accordingly, results of operations are included only for the periods
subsequent to acquisition. The unaudited consolidated financial statements
reflect the preliminary allocation of purchase price, as the allocation has
not been finalized.
6. STATEMENT OF RETAINED EARNINGS (In Thousands, Except Per Share Amounts)
<TABLE>
<S> <C> <C> <C> <C> <C>
Foreign Equity
Currency Retained Adjustment for
Common Translation Earnings Minimum Pension
Stock Adjustment (Deficit) Liability Total
Balances at
March 31, 1997 $1,050 ($28) $1,572 ($253) $2,341
Net Income 3,692 3,692
Foreign Currency
translation adjustments (152) (152)
Accrued dividends and
accretion of redeemable
preferred stock (671) (671)
------ ------ ------ ------ ------
Balances at
September 30, 1997 $1,050 ($180) $4,593 ($253) $5,210
====== ====== ====== ====== ======
</TABLE>
7. RECLASSIFICATION
Certain amounts in the prior periods' statements have been reclassified to
conform to the current periods' presentation.
8. SUBSEQUENT EVENT
On October 21, 1997, the Company's Registration Statement on Form S-4 relating
to the Notes was declared effective by the Securities and Exchange Commission.
See Note 3.
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three and six months ended September 30, 1997
versus three and six months ended September 30, 1996
Results of Operations
The three and six month ended September 30, 1997 statements of operations for
Oxford Automotive, Inc. (the "Company") include the results of operations for
all subsidiaries, including its principal operating subsidiaries, BMG North
America Limited, Lobdell Emery Corporation ("Lobdell") and Howell Industries,
Inc. ("Howell"). Lobdell was acquired on January 10, 1997 and Howell was
acquired August 13, 1997. Each were acquired via merger and accounted for
using the purchase method of accounting. Therefore, the three and six month
statements of operations for the prior year period ended September 30, 1996 do
not include the operating results of Lobdell or Howell.
The following table sets forth, for the periods indicated, certain accounts
from the Company's statements of operations and should be read in conjunction
with the unaudited condensed consolidated financial statements and related
notes included elsewhere herein.
(Dollars in millions)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
September 30,1997 September 30,1996 September 30,1997 September 30,1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $93.6 100.00% $18.5 100.00% $185.5 100.00% $40.2 100.00%
Gross Profit 8.0 8.55% 1.0 5.41% 18.5 9.97% 2.1 5.22%
Operating 3.0 3.21% 0.2 1.08% 10.6 5.71% 0.6 1.49%
Income
Net Interest 3.0 3.21% 0.6 3.24% 4.8 2.59% 1.2 2.99%
Expense
Net income 0.2 0.21% 0.3 1.62% 3.7 1.99% 0.6 1.49%
Memo: EBITDA 7.9 8.44% 1.5 8.11% 19.9 10.73% 2.8 6.97%
</TABLE>
NET SALES:
For the three months ended September 30, 1997, net sales were $93.6 million,
an increase of $75.1 million as compared to $18.5 million for the same period
last year. The increase primarily reflects the Lobdell and Howell acquisitions
($72.7 million). The balance of the increase reflects continued strength of
light truck sales, specifically the GM C/K Pickup and Suburban and Tahoe/Yukon
products.
For the year to date period, net sales were $185.5 million, an increase of
$145.3 million as compared to $40.2 million for the same period last year.
Again, the increase was primarily due to the Lobdell and Howell acquisitions
($141.6 million). In addition, the sport utility vehicle and light truck
markets, as well as segments of the mini-van market were also strong for the
year.
GROSS PROFIT:
For the three months ended September 30, 1997, gross profit increased to $8.0
million or 8.6% of net sales as compared to $1.0 million or 5.4% of net sales
for the prior year. The increase in gross profit was the result of gross
profit on the incremental Lobdell and Howell sales as well as extensive cost
reduction programs and operational efficiencies implemented since each
acquisition. These programs included a reduction in the number of employees as
operational efficiencies were realized and product workflow was reevaluated.
In addition, overtime declined as quality continued to improve and as a result
of production scheduling. The increase in gross profit was partially offset
by the start-up of the Company's new Mexican operations.
For the year to date period, gross profit was $18.5 million, an increase of
$16.4 million as compared to $2.1 million for the same period last year. The
increase is reflective of the sales increase and overall management of the
operating entities. Programs for operational improvement are on schedule and
have become the continued focus of the manufacturing locations.
OPERATING INCOME:
For the three months ended September 30, 1997, operating income increased to
$3.0 million or 3.2% of net sales as compared to $0.2 million or 1.1% of net
sales for the prior year. The increase is primarily a result of the gross
profit improvements as explained above.
For the year to date period, operating income was $10.6 million, an increase
of $10.0 million as compared to $.6 million for the same period last year.
The increase is primarily a result of the gross profit improvements as
explained above.
NET INTEREST EXPENSE:
For the three months ended September 30, 1997, net interest expense was $3.0
million, an increase of $2.4 million, as compared to $0.6 million for the same
period last year. The increase was primarily due to the effect of the issuance
of $125 million of 10 1/8% Senior Subordinated Notes Due 2007 (the "Notes") on
June 24, 1997. While the amount of expense increased from last year, interest
expense as a percentage of net sales actually remained constant at 3.2%.
Interest income increased because of the investment of unused Note proceeds
after issuance and the inclusion of income on cash balances of Lobdell and
Howell.
For the year to date period, net interest expense was $4.8 million, an
increase of $3.6 million as compared to $1.2 million for the same period last
year. As explained above, the increase is substantially related to the
issuance of the Notes. The Notes represented incremental borrowings of $41.9
million and the interest rate on the Notes is higher than those borrowings
paid off with the proceeds of the Notes.
NET INCOME:
For the three month period ended September 30, 1997, net income was $0.2
million, a decrease of $0.1 million as compared to $0.3 million for the same
period last year. The overall decrease reflects the increase in interest
expense explained above, more than offsetting increased gross profit on a
larger sales base. Income taxes for each of the three month periods were
computed using an effective income tax rate of 40%.
For the year to date period, Net income was $3.7 million, an increase of $3.1
million over the same period last year. The increase reflects not only the
net income from increased sales, but the overall effectiveness of cost
reduction programs and operational efficiencies implemented during the period.
Income taxes for each of the six month periods were computed using an
effective income tax rate of 40%.
EBITDA:
Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA) was
$7.9 million, an increase of $6.4 million as compared to $1.5 million for the
same period last year. The increase reflects the operating income
improvements discussed above, combined with the Company's absorption of higher
depreciation associated with the Lobdell operations.
PAGE
<PAGE>
PRO FORMA DATA:
The Following table sets forth key information on a Pro Forma basis, assuming
the acquisitions of Lobdell and Howell had taken place at the beginning of
each applicable fiscal year:
(Dollars in millions)
<TABLE>
<S> <C> <C> <C> <C>
Three Months Ended Three Months Ended Six Months Ended Six Months Ended
September 30,1997 September 30,1996 September 30,1997 September 30,1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $103.0 100.00% $97.8 100.00% $219.9 100.00% $216.1 100.00%
Gross Profit 8.6 8.35% 4.5 4.60% 21.8 9.91% 14.3 6.62%
Operating 3.1 3.01% (1.0) (1.02%) 12.2 5.55% 2.5 1.16%
Income (loss)
Net Interest 3.0 2.91% 1.7 1.74% 4.7 2.14% 3.2 1.48%
Expense
Net income 0.2 0.19% (1.3) (1.33%) 4.7 2.14% 0.4 0.19%
(loss)
Memo: EBITDA 8.3 8.06% 4.4 4.50% 22.1 10.05% 13.0 6.02%
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
For the six months ended September 30, 1997, cash increased $17.3 million.
Excluding the net proceeds of the Notes and the acquisition of Howell ($23.2
million) cash increased by $2.9 million during the period. The increase was a
result of increased net income exclusive of depreciation and amortization,
offset by a decreased working capital position resulting substantially from a
reduction in trade accounts payable. Cash of $4.9 million was used for net
capital expenditures during the period.
The Company has a $110.0 million line of credit which provides for both
borrowings and letters of credit which expires in 2003. At September 30, 1997,
the Company had no borrowings outstanding under this line and $9.9 million in
the following outstanding letters of credit: $8.5 million to support the
Industrial Revenue Bonds issued by Creative Fabrication Corporation, a
wholly-owned subsidiary of Lobdell, and $1.4 million to support workers
compensation insurance agreements.
During the six months ended September 30, 1997, the Company received net
proceeds from the Notes, after payment of approximately $83.1 million to
refinance existing indebtedness and approximately $4.3 million in issuance
costs, of $37.6 million. The Company used approximately $23.2 million toward
the acquisition of Howell and related expenses. The remainder of the proceeds
will be used for general corporate purposes, which may include other
acquisitions. Interest payments on the Notes will represent a significant
liquidity requirement for the Company. The Company will be required to make
scheduled semi-annual interest payments on the Notes of approximately $6.3
million on June 15 and December 15 of each year, commencing December 15, 1997
and continuing until their maturity on June 15, 2007 or until the Notes are
redeemed.
The Company believes that Howell's operations are complementary to the
Company's and will enhance the Company's ability to develop key suspension
system components. Further, Howell's sales are principally in the high-growth
vehicle categories of sport utility vehicles, light trucks, mini-vans and
vans, the same market targeted by the Company. The acquisition of Howell has
also provided the Company with an entree to Chrysler and is expected to
strengthen the Company's existing relationship with Ford. The Company intends
to take actions to integrate Howell into its operations and implement cost
reductions through the elimination of duplicative functions and the
implementation of manufacturing efficiencies. The Company believes that the
Howell acquisition will have a positive impact on the Company's results of
operations for the fiscal year ending March 31, 1998 and thereafter and, as
the Company did not incur or assume any indebtedness in addition to the Notes
in connection with the acquisition of Howell, the Howell acquisition will not
require additional debt service beyond that relating to the Notes.
The Company is expanding its operations in Mexico with the development of a
manufacturing facility in Silao. The Company currently operates an assembly
facility in Saltillo. The 42,000 square-foot first phase of the Silao
facility will be operational in the first quarter of 1998 and will offer
stamping, welding and assembly operations. It is anticipated that the Silao
facility will expand to 132,000 square feet. The Silao facility will
initially employ approximately 50 employees. The Mexican operations present
an opportunity to increase the Company's global capabilities. The Company's
global strategy is to be able to supply its components wherever the Company's
customers are located.
Net Capital expenditures were $4.9 million, or 2.6% of net sales for the six
months ended September 30, 1997 as compared to $1.9 million, or 4.7% of net
sales for the six months ended September 30, 1996. The increase was primarily
a result of expenditures relating to the final payments on certain laser
welding equipment acquired the prior year.
For the remainder of fiscal 1998, the Company's capital expenditures are
expected to be $16.9 million; consisting of an $8.7 million investment to
support new business (primarily the Saturn LS and Ford Windstar programs);
$4.1 million related to the start-up of the Company's Mexican operations; $1.2
million for the Company's technical center and corporate headquarters; $1.2
million for press rebuilds; and $1.7 million in other expenditures including
safety, environmental and maintenance items, welders and water pre-treatment
systems.
The Company believes that the existing cash balances, cash flow from
operations and availability under its line of credit are adequate to meet its
anticipated financing needs, operating requirements, capital expenditures and
preferred dividend requirements. However, management may explore other
opportunities to raise capital to finance growth, including future
acquisitions.
FORWARD-LOOKING STATEMENTS
This report contains statements relating to such matters as anticipated
financial performance, business prospects and other matters that may be
construed as forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended. In addition, the Company may
from time to time publish or communicate other statements that could also be
construed to be forward-looking statements. These statements are or will be
based on the Company's estimates, assumptions and projections, and are subject
to risks and uncertainties, including those specifically listed below, that
could cause actual results to differ materially from those included in the
forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of operations of the Company include the following:
(1) the original equipment manufacturer ("OEM") supplier industry is highly
cyclical and, in large part, impacted by the strength of the economy
generally, by prevailing interest rates and by other factors which may have an
effect on the level of sales of automotive vehicles; (2) future price
reductions, increased quality standards or additional engineering capabilities
may be required by the OEMs, which are able to exert considerable pressure on
their suppliers; (3) the OEMs may decide to in-source some of the work
currently performed by the Company; (4) work stoppages and slowdowns may be
experienced by OEMs and their Tier 1 suppliers, as a result of labor disputes;
(5) there may be a significant decrease in sales of vehicles using the
Company's products or the loss by the Company of the right to supply any of
such products to its major customers; (6)increased competition could arise in
the OEM supplier industry; (7) changing federal, state, local and foreign
laws, regulations and ordinances relating to environmental matters could
affect the Company's operations.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) A list of Exhibits included as part of this report is set forth in
the Exhibit Index which immediately precedes such exhibits and is incorporated
herein by reference.
(b) A report on Form 8-K, dated August 13, 1997, was filed by the
registrant on October 24, 1997; such Report contained information under Item 2
(Acquisition or Disposition of Assets) with respect to the acquisition of
Howell Industries, Inc. ("Howell") and included under Item 7 financial
statements of Howell and the required pro forma financial information relating
to Howell.
<PAGE>
<PAGE>
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.
Dated: November 13, 1997 OXFORD AUTOMOTIVE, INC.
By: /s/ DONALD C. CAMPION
Donald C. Campion
Senior Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED FINANCIAL STATEMENTS
AS OF AND FOR THE PERIOD ENDING SEPTEMBER 30,
1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> SEP-30-1997
<PERIOD-TYPE> 6-MOS
<CASH> 26,922
<SECURITIES> 0
<RECEIVABLES> 54,380
<ALLOWANCES> 1,272
<INVENTORY> 22,781
<CURRENT-ASSETS> 116,522
<PP&E> 162,091
<DEPRECIATION> 13,604
<TOTAL-ASSETS> 295,547
<CURRENT-LIABILITIES> 63,307
<BONDS> 124,816
<COMMON> 1,050
40,189
0
<OTHER-SE> 5,210
<TOTAL-LIABILITY-AND-EQUITY> 297,924
<SALES> 185,532
<TOTAL-REVENUES> 185,532
<CGS> 167,030
<TOTAL-COSTS> 167,030
<OTHER-EXPENSES> 7,919
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,443
<INCOME-PRETAX> 6,089
<INCOME-TAX> 2,397
<INCOME-CONTINUING> 3,692
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,692
<EPS-PRIMARY> 9.75
<EPS-DILUTED> 9.75
</TABLE>
