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 December 31, 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
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 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 January 31, 1998.
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 Nine Months Nine Months
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1997 1996 1997 1996
(unaudited) (unaudited) (unaudited) (unaudited)
Net Sales $109,998 $18,106 $295,530 $58,309
Cost of Sales 100,150 17,117 267,180 55,238
Gross Profit 9,848 989 28,350 3,071
Selling, general and
administrative
expenses 5,668 671 13,587 2,139
------- ------- ------- -------
Operating Income 4,180 318 14,763 932
Other income (expense):
Interest income 335 63 1,016 63
Interest expense (3,494) (624) (8,937) (1,808)
Other income 263 538 531 2,090
------- ------- ------- -------
Income before
income taxes 1,284 295 7,373 1,277
Income taxes 552 118 2,949 511
------- ------- ------- -------
Net income 732 177 4,424 766
------- ------- ------- -------
Accrued dividends and
accretion on redeemable
preferred stock 330 -- 1,002 --
------- ------- ------- -------
Net income (loss)
applicable to
common stock $402 $177 $3,422 $766
======= ======= ======= =======
Net income (loss)
per share $ 1.30 $2.37 $11.05 $10.22
======= ======= ======= =======
Weighted average
shares outstanding 309,750 74,750 309,750 74,917
</TABLE>
See accompanying Notes to Consolidated Financial Statements
Oxford Automotive, Inc.
Consolidated Balance Sheets
(Dollars In Thousands, Except Per Share Amounts)
December 31, March 31,
1997 1997
(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $19,555 $ 9,671
Accounts Receivable, trade 51,375 47,626
Reimbursable Tooling 6,856 4,968
Inventory 20,158 13,411
Deferred Taxes and
other current assets 6,597 7,628
-------- --------
Total Current Assets 104,541 83,304
PROPERTY AND EQUIPMENT
Cost 184,750 151,698
Less - accumulated depreciation 18,695 4,920
-------- -------
166,055 146,778
OTHER ASSETS 19,716 13,612
-------- --------
Total Assets $290,312 $243,694
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 32,823 $31,421
Restructuring reserve 8,845 7,050
Employee Compensation 6,399 4,986
Other current liabilities 10,321 9,040
Current portion of
long-term debt 4,772 24,274
-------- --------
Total Current Liabilities 63,160 76,771
LONG-TERM LIABILITIES
Post retirement medical benefits 35,236 33,467
Deferred Taxes 8,865 10,442
Other non current 7,471 5,818
Long Term Debt 133,745 75,555
-------- --------
Total Liabilities 248,777 202,053
PAGE
<PAGE>
Oxford Automotive, Inc.
Consolidated Balance Sheets (continued)
(Dollars In Thousands, Except Per Share Amounts)
December 31, March 31,
1997 1997
(unaudited)
Redeemable Series A $3.00
Cumulative Preferred Stock,
$100 stated value - 457,541
shares authorized, 397,539
outstanding at December 31,1997,
357,541 outstanding at
March 31, 1997 (See note 4) 40,458 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 (2,846) (28)
Equity adjustment for
minimum pension liability (253) (253)
Retained earnings 3,426 1,572
-------- --------
1,377 2,341
-------- --------
Total liabilities &
shareholders' equity $290,312 $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 Nine For the Nine
Months Ended Months Ended
December 31, 1997 December 31, 1996
(unaudited) (unaudited)
OPERATING ACTIVITIES
Net Income $4,424 $766
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Depreciation and amortization 14,580 645
Deferred income taxes (3,759) (186)
Loss on sale of equipment 52 --
Provision for post retirement medical 1,769 --
Changes in operating assets and liabilities
affecting cash
Accounts receivable, trade 9,435 (4,173)
Reimbursable tooling (909) (1,729)
Inventories 2,832 265
Other assets (2,334) 1,274
Accounts payable (7,948) 28
Restructuring reserve (1,392) (608)
Employee compensation and other
current liabilities (1,143) (2,168)
Other noncurrent liabilities (364) (96)
-------- --------
Net cash provided by (used in) operating
activities 15,243 (6,512)
-------- -------
INVESTING ACTIVITIES
Purchase of business, net of cash
acquired (24,145) --
Net purchase of property, plant
and equipment (11,418) (2,122)
Proceeds from sale of equipment 1,050 --
-------- -------
Net cash used in investing activities (34,513) (2,122)
FINANCING ACTIVITIES
Net Proceeds (payments) on borrowings (92,245) 9,536
Proceeds from Senior Subordinated Notes 124,814 --
Preferred Stock dividend payments (597) --
-------- --------
Net cash provided by financing activities 31,972 9,536
<PAGE>
<PAGE>
Oxford Automotive, Inc.
Consolidated Statement of Cash Flows (continued)
(Dollars In Thousands, Except Per Share Amounts)
For the Nine For the Nine
Months Ended Months Ended
December 31, 1997 December 31, 1996
(unaudited) (unaudited)
Effect of exchange rate
changes on cash (2,818) (264)
Net increase in cash and
cash equivalents 9,884 638
Cash and cash equivalents
at beginning of period 9,671 --
-------- --------
Cash and cash equivalents
at end of period $19,555 $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:
December 31, March 31,
1997 1997
Raw materials $7,865 $5,688
Finished goods and work-in-process 12,347 7,994
-------- --------
20,212 13,682
LIFO and other reserves (54) (271)
-------- --------
$20,158 $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, $23.2 million towards the
acquisition of Howell Industries, Inc. and related expenses and $2.5 million
for the acquisition of RPI Holdings, Inc. ("RPIH"). 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 $100.6 million,
reduced for the effect of the following outstanding Letters of Credit issued
by NBD Bank: $8.0 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
("Registration Statement") 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. On October 21, 1997, the Registration
Statement was declared effective by the Securities and Exchange Commission.
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. ACQUISITIONS
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.
On November 25, 1997, the Company acquired all of the outstanding common stock
of RPIH for approximately $2,500. The majority shareholder of the Company was
also the majority shareholder of RPIH. The acquisition has been recorded in
accordance with the purchase method of accounting. Accordingly, the purchase
price has been allocated to the assets acquired and liabilities assumed based
on their estimated fair values at the date of acquisition. The basis of the
majority shareholder of $1,569 has been recorded as a reduction to retained
earnings and is included in the Statement of Retained Earnings in Note 6
as the excess of purchase price over predecessor basis.
In accordance with the purchase method of accounting, RPIH's operating results
have been included with those of the Company since the date of acquisition.
The unaudited 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 4,424 4,424
Foreign Currency
translation adjustments (2,818) (2,818)
Accrued dividends and
accretion of redeemable
preferred stock (1,001) (1,001)
Excess of purchase price
over predecessor basis -
See Note 5 (1,569) (1,569)
------ ------ ------ ---- ------
Balances at
December 31, 1997 $1,050 ($2,846) $3,426 ($253) $1,377
====== ====== ====== ===== ======
</TABLE>
7. RECLASSIFICATION
Certain amounts in the prior periods' statements have been reclassified to
conform to the current periods' presentation.
<PAGE> MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three and nine months ended December 31, 1997
versus three and nine months ended December 31, 1996
Results of Operations
The three and nine month ended December 31, 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"), Howell Industries,
Inc. ("Howell") and RPI Holdings, Inc. ("RPIH"). Lobdell was acquired on
January 10, 1997, Howell was acquired August 13, 1997 and RPIH was acquired on
November 25, 1997. Each was accounted for using the purchase method of
accounting. Therefore, the three and nine month statements of operations for
the prior year period ended December 31, 1996 do not include the operating
results of Lobdell, Howell or RPIH.
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 Nine Months Ended Nine Months Ended
December 31, 1997 December 31, 1996 December 31, 1997 December 31, 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $110.0 100.00% $18.1 100.00% $295.5 100.00% $58.3 100.00%
Gross Profit 9.8 8.91% 1.0 5.52% 28.3 9.58% 3.1 5.32%
Operating 4.1 3.73% 0.3 1.66% 14.7 4.97% 1.0 1.72%
Income
Net Interest 3.2 2.91% 0.6 3.31% 7.9 2.67% 1.7 2.92%
Expense
Net income 0.6 0.55% 0.1 0.55% 4.4 1.49% 0.9 1.54%
Memo: EBITDA 10.0 9.09% 1.7 9.39% 29.8 10.08% 4.6 7.89%
</TABLE>
NET SALES:
For the three months ended December 31, 1997, net sales were $110.0 million,
an increase of $91.9 million as compared to $18.1 million for the same period
last year. The increase primarily reflects the acquisitions of Lobdell, Howell
and RPIH ($89.0 million). The balance of the increase reflects the strong
sport utility vehicle ("SUV") and light truck markets, the company's largest
sales segment.
For the year to date period, net sales were $295.5 million, an increase of
$237.2 million as compared to $58.3 million for the same period last year.
The increase was primarily a result of the Lobdell, Howell and RPIH
acquisitions ($230.6 million). The balance of the increase is primarily due
to the same factors identified above for the three month period, as these
trends have been sustained for the entire year.
GROSS PROFIT:
For the three months ended December 31, 1997, gross profit was $9.8 million or
8.9% of net sales as compared to $1.0 million or 5.5% of net sales for the
prior year. The increase in gross profit is related to the incremental sales
resulting from the acquisitions, combined with operating improvements. The
gross margin increase is the result of operating improvements and
efficiencies. Year to year cost reductions included significant headcount
reductions, capacity and workflow rationalization and increased overall
productivity. These efforts have led to increased production uptime and
quality, while reducing overall overhead costs. The cost reductions were
partially offset by the start-up of the Mexican operations.
For the year to date period, gross profit was $28.3 million or 9.6% of net
sales as compared to $3.1 million or 5.3% of net sales for the prior year.
The increase is reflective of the gross profit on incremental sales and margin
improvements implemented during the period. Management continues to emphasize
continuous improvement and cost reduction programs and remains focused on
meeting both operational and financial objectives.
OPERATING INCOME:
For the three months ended December 31, 1997, operating income increased to
$4.1 million or 3.7% of net sales as compared to $0.3 million or 1.7% of net
sales for the prior year. The increase is a result of the rise in operating
profit as explained above, offset by an increase in selling, general and
administrative expenses ("SG&A"). SG&A expenses increased during the period to
5.2% of net sales from 3.9% for the same period last year. This increase is
reflective of the growth of the organization and the resources necessary to
completely support our customers and to provide program management for new
products and opportunities.
For the year to date period, operating income was $14.7 million or 5.0% of net
sales as compared to $1.0 million or 1.7% of net sales for the prior year. As
described above, the increase is primarily a result of higher profits on
incremental sales and gross margin improvements. The increase is offset by an
increase in SG&A expenses. SG&A expenses increased during the period to 4.6% of
net sales from 3.6% for the same period last year. As explained above, the
increase both on a dollar and percentage basis is a result of the resources
necessary to support new program development, meet increased engineering
demands and provide overall customer support.
NET INCOME:
For the three months ended December 31, 1997, net income was $0.6 million or
0.6% of net sales as compared to $0.1 million or 0.6% of net sales for the
prior year. The increase is the result of higher operating income as
described above, offset by increased interest charges as a result of the
issuance of $125.0 Million of 10 1/8% Senior Subordinated Notes Due 2007 (the
"Notes"). Income taxes for each period were computed using an effective tax
rate of 40%.
For the year to date period, Net income was $4.4 million or 1.5% of net sales
as compared to $0.9 million or 1.5% of net sales for the prior year. The
increase is the result of the net income attributed to the increase in sales
and the post-acquisition efforts placed on manufacturing efficiencies,
partially offset by incremental interest charges as a result of the issuance
of the Notes. The full effect of headcount and other cost reductions are
reflected in the improvement as well. Income taxes for each of the nine month
periods were computed using an effective tax rate of 40%.
NET INTEREST EXPENSE:
For the three months ended December 31, 1997, net interest expense was $3.2
million, an increase of $2.6 million as compared to $.6 million for the same
period last year. The increase was primarily due to the effect of the issuance
of the Notes on June 24, 1997. While the amount of the expense increased over
the prior year, net interest expense as a percentage of sales declined for
the period from 3.31% to 2.91%. The increase in net interest expense was
partially offset by interest income on unused bond proceeds and available
short term investments.
For the year to date period, net interest expense was $7.9 million, an
increase of $6.2 million as compared to $1.7 million for the same period last
year. As explained above, the increase is substantially related to the
issuance of the Notes. The Notes represented both incremental borrowings, as
well as an increased interest rate as compared with the prior period.
EBITDA:
Earnings Before Interest, Taxes and Depreciation and Amortization (EBITDA) for
the three month period ended December 31, 1997 was $10.0 million, an increase
of $8.3 million as compared to $1.7 million for the same period last year.
For the year to date period, EBITDA was $29.8 million, an increase of $25.2
million as compared to $4.6 million for the same period last year.
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 Nine Months Ended Nine Months Ended
December 31, 1997 December 31, 1996 December 31, 1997 December 31, 1996
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Sales $110.0 100.00% $90.5 100.00% $329.9 100.00% $306.6 100.00%
Gross Profit 9.8 8.91% (7.5) (8.29%) 31.6 9.58% 6.7 2.19%
Operating 4.1 3.73% (13.8) (15.25%) 16.4 4.97% (11.4) (3.72%)
Income (loss)
Net Interest 3.2 2.91% 1.3 1.44% 7.9 2.39% 4.4 1.44%
Expense
Net income 0.6 0.55% (8.6) (9.50%) 5.4 1.64% (8.3) (2.71%)
(loss)
Memo: EBITDA 10.0 9.09% (8.1) (8.95%) 32.1 9.73% 4.8 1.57%
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
For the nine months ended December 31, 1997, cash increased $9.9 million.
Excluding the net proceeds of the Notes and the acquisition of Howell ($23.2
million) and RPIH ($2.5 million) cash decreased by $2.0 million during the
period. The decrease was a result of a decreased working capital position
resulting substantially from a reduction in trade accounts payable and debt
service requirements, offset by increased net income exclusive of depreciation
and amortization. Cash of $10.4 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 December 31, 1997,
the Company had no borrowings outstanding under this line and $9.4 million in
the following outstanding letters of credit: $8.0 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 nine months ended December 31, 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 and $2.5 million toward the
acquisition of RPIH. The remainder of the proceeds will be used for general
corporate purposes, which may include other acquisitions. Interest payments
on the Notes represent a significant liquidity requirement for the Company.
The Company is 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
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 additional 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 believes the RPIH acquisition will further its goal to satisfy
customers needs. RPIH brings to the company technologies such as roll-forming
and facilities which are conducive to providing post-production service parts
and low volume value added stampings.
A portion of the Note proceeds ($3.8 million) were transferred to RPIH and its
subsidiaries to pay off existing obligations.
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 47,900 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 $10.4 million, or 3.5% of net sales for the nine
months ended December 31, 1997 as compared to $2.1 million, or 3.6% of net
sales for the nine months ended December 31, 1996. The increase was primarily
a result of expenditures relating to the final payments on certain laser
welding equipment acquired the prior year, the Saturn LS (Innovate) program
and the start up of the Mexican operations.
For the remainder of fiscal 1998, the Company's capital expenditures are
expected to be $12.6 million; consisting of a $3.7 million investment to
support new business (primarily the Saturn LS and Ford Windstar programs);
$3.4 million related to the start-up of the Company's Mexican operations; $2.1
million for information technology upgrades necessary to support the expansion
of the business; $1.7 million for press rebuilds, $1.7 million in other
expenditures including safety, environmental and maintenance items and
production improvements.
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 November 25, 1997, was filed by the
registrant on December 5, 1997; such Report contained information under Item 2
(Acquisition or Disposition of Assets) with respect to the acquisition of RPI
Holdings, Inc. ("RPIH"). The Item 7 financial statements of RPIH and the
required pro forma financial information relating to RPIH were filed by
amendment on February 9, 1998.
<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: February 13, 1998 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
2.1 Stock Purchase Agreement, dated as of November 25,
1977, by and among Oxford Automotive, Inc. and the
shareholders of RPI Holdings, Inc.; filed as Exhibit
2.1 to the Registrant's Form 8-K dated November 25,
1997, as filed December 5, 1997, and incorporated
herein by reference.
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 DECEMBER 31,
1997, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1997
<PERIOD-TYPE> 9-MOS
<CASH> 19,555
<SECURITIES> 0
<RECEIVABLES> 51,375
<ALLOWANCES> 328
<INVENTORY> 20,158
<CURRENT-ASSETS> 104,541
<PP&E> 166,055
<DEPRECIATION> 18,695
<TOTAL-ASSETS> 290,312
<CURRENT-LIABILITIES> 63,160
<BONDS> 124,823
<COMMON> 1,050
40,458
0
<OTHER-SE> 1,377
<TOTAL-LIABILITY-AND-EQUITY> 290,312
<SALES> 295,530
<TOTAL-REVENUES> 295,530
<CGS> 267,180
<TOTAL-COSTS> 267,180
<OTHER-EXPENSES> 13,587
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,937
<INCOME-PRETAX> 7,373
<INCOME-TAX> 2,949
<INCOME-CONTINUING> 4,424
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,424
<EPS-PRIMARY> 11.05
<EPS-DILUTED> 11.05
</TABLE>
