<PAGE> 1
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, 2000
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 333-75849
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 October 31, 2000
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PART I. FINANCIAL INFORMATION
Oxford Automotive, Inc.
Unaudited Consolidated Statements of Operations
(Dollars in Thousands, Except per Share Amounts)
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales $198,236 $201,086 $404,394 $407,447
Cost of sales 177,384 177,349 359,455 362,381
-------- -------- -------- --------
Gross profit 20,852 23,737 44,939 45,066
Selling, general and
administrative expenses 13,619 11,104 26,059 23,378
Loss (gain) on sale of equipment (782) 208 (789) (297)
-------- -------- -------- --------
Operating income 8,015 12,425 19,669 21,985
Other income (expense):
Interest expense, net (9,419) (8,126) (17,649) (15,241)
Other (50) (183) 62 132
-------- -------- -------- --------
Income (loss) before income taxes (1,454) 4,116 2,082 6,876
Income tax (provision) benefit 624 (1,843) (858) (3,181)
-------- -------- -------- --------
Net income (loss) (830) 2,273 1,224 3,695
Accrued dividends and accretion on
redeemable preferred stock 330 330 660 660
-------- -------- -------- --------
Net income (loss) applicable to
common stock ($1,160) $ 1,943 $ 564 $ 3,035
======== ======== ======== ========
Net income (loss) per share
(basic and diluted) ($3.74) $6.27 $1.82 $9.80
======== ======== ======== ========
Weighted average shares outstanding 309,750 309,750 309,750 309,750
======== ======== ======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
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Oxford Automotive, Inc.
Consolidated Balance Sheets
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
(unaudited)
<S> <C> <C>
Assets
Current assets
Cash and cash equivalents $ 6,304 $ 17,643
Trade receivables, net 161,986 139,912
Inventories 68,310 53,187
Refundable income taxes 4,304 2,027
Reimbursable tooling 44,349 25,038
Deferred income taxes 2,546 2,374
Prepaid expenses and other current assets 37,416 38,228
-------- --------
Total current assets 325,215 278,409
Other noncurrent assets 61,593 34,876
Deferred income taxes 43,225 34,278
Property, plant and equipment, net 303,071 251,249
-------- --------
Total assets $733,104 $598,812
======== ========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities
Trade accounts payable $165,884 $144,701
Restructuring reserve 10,835 4,089
Accrued expenses and other current liabilities 73,666 59,529
Current portion of borrowings 15,329 11,055
-------- --------
Total current liabilities 265,714 219,374
Pension liability 9,367 9,601
Post retirement medical benefits liability 47,302 46,953
Deferred income taxes 5,955 7,294
Other noncurrent liabilities 24,033 8,289
Long-term borrowings - less current portion 342,000 262,621
-------- --------
Total liabilities 694,371 554,132
</TABLE>
3
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Oxford Automotive, Inc.
Consolidated Balance Sheets (continued)
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
(unaudited)
<S> <C> <C>
Redeemable Series A $3.00
cumulative preferred stock,
$100 stated value - 457,541
shares authorized, 397,539 shares
issued and outstanding at
September 30, 2000 and
March 31, 2000 40,510 40,451
-------- --------
Shareholders' equity (deficit)
Common stock 1,050 1,050
Accumulated other comprehensive loss (16,260) (9,690)
Retained earnings 13,433 12,869
-------- --------
Total shareholders' equity (deficit) (1,777) 4,229
-------- --------
Total liabilities and shareholders' equity (deficit) $733,104 $598,812
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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Oxford Automotive, Inc.
Consolidated Statements of Cash Flows
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
September 30, September 30,
2000 1999
(unaudited) (unaudited)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,224 $ 3,695
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities
Depreciation and amortization 18,980 15,784
Deferred income taxes 676 (553)
Gain on sale of equipment (789) (297)
Changes in operating assets and
liabilities affecting cash
Accounts receivable, trade 34,128 21,608
Inventories (3,010) (200)
Reimbursable tooling (19,814) (4,680)
Prepaid expenses and other assets (7,489) (8,793)
Accounts payable (28,462) 4,369
Restructuring reserve (1,865) (3,602)
Accrued expenses and other liabilities (25,286) (7,794)
Income taxes payable/refundable (2,277)
Other noncurrent liabilities 14,809 3,073
-------- --------
Net cash provided by (used in) operating
activities (19,175) 22,610
-------- --------
INVESTING ACTIVITIES
Purchase of business, net of cash acquired (29,241) 59
Purchase of property, plant
and equipment (35,910) (19,770)
Proceeds from sale of equipment 676 3,743
-------- --------
Net cash used in investing activities (64,475) (15,968)
-------- --------
FINANCING ACTIVITIES
Net proceeds (payments) on borrowings 74,645 (50)
Debt financing costs (1,622)
Payment of preferred dividends (596) (596)
-------- --------
Net cash provided by (used in) financing activities 72,427 (646)
-------- --------
</TABLE>
5
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Oxford Automotive, Inc.
Consolidated Statements of Cash Flows (continued)
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
For the Six For the Six
Months Ended Months Ended
September 30, September 30,
2000 1999
(unaudited) (unaudited)
<S> <C> <C>
Effect of exchange rate
changes on cash (1,134) (72)
-------- -------
Net increase (decrease) in cash
and cash equivalents (12,357) 5,924
Cash and cash equivalents
at beginning of period 18,661 19,008
-------- -------
Cash and cash equivalents
at end of period $ 6,304 $24,932
======== =======
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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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, 2000.
Recently Issued Accounting Pronouncements
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivatives Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133 - an amendment of FASB No. 133." Statement No. 137 defers the effective date
of Statement No. 133 by one year to all fiscal quarters of all fiscal years
beginning after June 15, 2000. Accordingly, the Company plans to adopt Statement
No. 133 beginning with the Fiscal Year ended March 31, 2002. Implementation of
this Statement is not expected to have a material impact on the Company's
results of operations.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements." SAB No.
101 provides guidance on applying generally accepted accounting principles to
the recognition, presentation, and disclosure of revenue in financial
statements. The Company does not believe that the adoption of the SAB will have
a material effect on the Company's financial position or its results of
operations.
2. SIGNIFICANT ACCOUNTING POLICIES
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 disclosures 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.
Inventories
Inventories are stated at the lower of cost or market. Cost is principally
determined by the last-in, first-out (LIFO) method for the Company's United
States operations and by the first-in first-out (FIFO) method for the Company's
international operations.
Reimbursable tooling
Reimbursable tooling represents net costs incurred on tooling projects for which
the Company expects to be reimbursed by customers. Ongoing estimates of total
costs to be incurred on each tooling project are made by management. Losses, if
any, are recorded when known and in cases where billings exceed costs incurred,
the related tooling gain is recognized on a percentage of completion basis.
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<PAGE> 8
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, plant and equipment
Property, plant and equipment are stated on the basis of cost and include
expenditures for improvements which materially increase the useful lives of
existing assets. Expenditures for normal repair and maintenance are charged to
operations as incurred. For federal income tax purposes, depreciation is
computed using accelerated and straight-line methods. For financial reporting
purposes, depreciation is computed principally using the straight-line method
over the following estimated useful lives:
Years
Land improvements 15
Buildings and improvements 30-40
Machinery and equipment 3-20
Goodwill
Goodwill represents the excess of cost over the fair value of net assets of
acquired entities and is amortized on a straight-line basis over its expected
benefit not to exceed 40 years.
Foreign currency translation
The foreign currency financial statements, where the local currency is the
functional currency, are translated using exchange rates in effect at period end
for assets and liabilities and at weighted average exchange rates during the
period for operating statement accounts. The resulting foreign currency
translation adjustments are recorded as a separate component of shareholders'
equity. Exchange gains and losses resulting from foreign currency transactions
are included in operating results during the period in which they occur.
3. INVENTORIES (Dollars in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
<S> <C> <C>
Raw materials $29,205 $24,870
Finished goods and work-in-process 44,635 32,607
------- -------
73,840 57,477
LIFO and other reserves (5,530) (4,290)
------- -------
$68,310 $53,187
======= =======
</TABLE>
The Company does not separately identify finished goods from work-in-process.
4. SENIOR SUBORDINATED NOTES
On April 1, 1998, the Company issued $35.0 million of unsecured 10 1/8% Senior
Subordinated Notes due 2007, Series B (the "Series B Notes"). On December 8,
1998, the Company issued $40.0 million of unsecured 10 1/8% Senior Subordinated
Notes due 2007, Series C (the "Series C Notes"). The Series B Notes and Series C
Notes are substantially identical to and rank pari passu in right of payment
with the $125.0 million of unsecured 10 1/8% Senior Subordinated Notes due 2007
issued by the Company on June 24, 1997 (the "Series A Notes"). The Series A
Notes, the Series B Notes and the Series C Notes are collectively referred to as
the "Notes". The
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Notes pay interest semi-annually on June 15 and December 15. The Notes provide
for certain covenants, including limitations on: indebtedness, restricted
payments, distributions, sale of assets, affiliate transactions and merger and
acquisitions. The Company has optional redemption rights beginning June 15,
2002. The Notes are limited to $250.0 million aggregate principal amount.
On June 9, 1999, the Company completed an exchange offer for our outstanding
Notes. Pursuant to the exchange offer, all of the Series C Notes and $159.6
million aggregate principal amount of the Series A and Series B Notes were
exchanged for our registered 10 1/8% Senior Subordinated Notes due 2007, Series
D, which are substantially identical to, and rank pari passu in right of payment
with the Notes.
5. ACQUISITIONS
On February 16, 2000 (the "closing date"), the Company acquired the automotive
engineering, design and prototype service business of Farley Inc. (the
"Technology Division"). The purchase price for the Technology Division was $6.3
million including closing costs, subject to a Closing Date working capital
adjustment, if applicable. On the Closing Date, $5.1 million of the total
purchase price was paid to Farley and $1.0 million was placed in escrow, pending
any applicable purchase price adjustment or indemnification claim. The
acquisition of the Technology Division was financed from the Company's available
working capital. The Technology Division is a full service provider of early
phase product design as well as a leader in large die prototyping and complex
weld assemblies. The division also provides supplemental design and engineering
services to the automotive OEMs and Tier 1 suppliers. The acquisition has been
recorded in accordance with the purchase method of accounting. Accordingly, the
purchase price plus direct costs of the acquisition have been allocated to the
assets acquired and liabilities assumed based on their estimated fair values at
the date of acquisition and the Technology Division's operating results have
been included with those of the Company since the date of acquisition.
On April 3, 2000 (the "Gessaroli Closing Date"), pursuant to a Purchase and Sale
Agreement, dated as of February 5, 2000, among a wholly-owned indirect
subsidiary of the Company (the "Purchaser") and Agostino Gessaroli, Irene
Salezzi, Denis Gessaroli, Luana Gessaroli, Officine Meccaniche Gessaroli S.p.A.,
and Gess.cardi Gessaroli Agostino & C. S.a.s (collectively, "Sellers") the
Purchaser acquired the Group Gessaroli business of Sellers (the "Gessaroli
Group"). The purchase price was ITL 24.0 billion ($11.8 million US) plus up to
ITL 5.3 billion ($2.7 million US) for the payment of income taxes and debt,
subject to a Gessaroli Closing Date net asset adjustment, if applicable. On the
Gessaroli Closing Date, ITL 21.6 billion ($10.7 million US) of the total
purchase price was paid to Sellers and ITL 2.4 billion ($1.2 million US) was
held back, pending any applicable purchase price adjustment or indemnification
claim. The Gessaroli Group's integrated manufacturing operations cover all
functions of design, engineering, die and mold construction, parts production
and assembly for its metal formed components, modules and injection molded
products. The Company intends to continue and expand the current operations of
the Gessaroli Group.
On August 2, 2000 (the "Closing Date"), pursuant to a share purchase and sales
agreement, dated August 2, 2000, among Oxford Automotive Mecanismes et Decoupage
Fin II SAS, a wholly-owned indirect subsidiary of the Company and Aries
Industries, S.A. (the "Seller") the Company acquired all of the issued and
outstanding shares of Aries Industries Mecanismes et Decoupage Fin S.A.
("AIMDF") from the Seller. The purchase price was FF 430 million, subject to
possible downward adjustments for minimum net assets as of the Closing Date and
minimum EBITDA for the twelve months after the Closing Date. On the Closing
Date, FF 350 million less approximately FF 60 million in financial indebtedness
assumed or approximately FF 290 million was paid to the Seller. The remaining
purchase price of FF 80 million, subject to any applicable purchase price
adjustment or indemnification claim, is payable in two equal installments on the
second and third anniversaries of the Closing Date, subject to the possible
early payment of up to FF 10 million of the deferred payments if certain
conditions relating to the minimum EBITDA adjustment are met. For the year ended
December 31, 1999, AIMDF had net sales of approximately US$160 million. AIMDF's
integrated manufacturing operations cover all functions of design, engineering,
parts production and assembly of door, hood and decklid hinges, latches, sliding
door mechanisms, parking brakes, jacks, fine blanking, hot rolled profiles and
other metal formed components. The Company intends to continue and expand the
current operations of AIMDF.
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6. SHAREHOLDERS' EQUITY (In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Accumulated
Other
Common Comprehensive Retained
Stock Income Earnings Total
----------------------------------------------- -----------
<S> <C> <C> <C> <C>
Balances at March 31, 2000 $1,050 ($9,690) $12,869 $4,229
Net income 1,224 1,224
Foreign currency
translation adjustments (6,570) (6,570)
Accrued dividends and
accretion of redeemable
preferred stock (660) (660)
---------------------------------------------- -----------
Balances at September 30, 2000 $1,050 ($16,260) $13,433 ($1,777)
============================================== ===========
</TABLE>
7. COMPREHENSIVE INCOME
The Company's total comprehensive income was as follows:
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2000 1999 2000 1999
-------- -------- -------- -------
<S> <C> <C> <C> <C>
Net income (loss) ($830) $ 2,273 $ 1,224 $3,695
------- ------- ------- ------
Other comprehensive income
(loss), net of tax:
Foreign currency translation adjustment (5,265) (1,240) (6,570) 1,005
------- ------- ------- ------
Other comprehensive
income (loss) (5,265) (1,240) (6,570) 1,005
------- ------- ------- ------
Total comprehensive income (loss) ($6,095) $ 1,033 ($5,346) $4,700
======= ======= ======= ======
</TABLE>
8. CONDENSED CONSOLIDATING INFORMATION
The Notes are guaranteed by certain of our wholly-owned domestic subsidiaries,
including BMG Holdings Inc., Howell Industries, Inc., Lobdell Emery Corporation,
Oxford Suspension, Inc., Oxford Suspension Ltd., and RPI Holdings, Inc. (the
"Guarantor Subsidiaries"). As of September 30, 2000, the Notes were not
guaranteed by our foreign consolidated subsidiaries, including Oxford Automotive
Europe, Oxford Automotriz de Mexico S.A. de C.V., Oxford Automotive France,
Cofimeta S.A., Wackenhut, Gessaroli Group and AIMDF (the "Non-Guarantor
Subsidiaries"). As of September 30, 1999, the Notes were not guaranteed by
Oxford Automotive Europe, Oxford Automotriz de Mexico S.A. de C.V., Oxford
Automotive France, Cofimeta S.A., and Wackenhut. Wackenhut was acquired June 28,
1999, therefore it is included only for the post acquisition period for the six
months ended September 30, 1999. Gessaroli Group was acquired April 3, 2000,
therefore it is excluded from the reporting for the period ended March 31, 2000
and is included only for the post acquisition period for the three and six month
periods ended September 30, 2000. AIMDF was acquired August 2, 2000, therefore
it is excluded from the reporting for the period ended March 31, 2000 and is
included only for the post acquisition period for the three and six month
periods ended September 30, 2000.
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The guarantee of the Notes by each of the Guarantor Subsidiaries is full and
unconditional, joint and several. All of the outstanding voting shares of each
of the Guarantor Subsidiaries are owned, either directly or indirectly by the
Company. Lobdell Emery Corporation has preferred stock outstanding, held by
persons other than the Company, that provides for the limited right to appoint a
director to the Lobdell board. This right does not affect the financial unity
among the Company and Lobdell. The following unaudited condensed consolidated
financial information presents the financial position, results of operations and
cash flows of (i) the Company as if it accounted for its subsidiaries on the
equity method, (ii) the Guarantor Subsidiaries on a combined basis and (iii) the
Non-Guarantor Subsidiaries. Management does not believe that separate financial
statements of the Guarantor Subsidiaries are material to investors of the Notes.
11
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Condensed Consolidating Balance Sheets
September 30, 2000
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash
equivalents $ 1,219 $ 5,279 ($194) $ $ 6,304
Trade receivables, net 10,870 84,175 66,941 161,986
Inventories 35,109 33,201 68,310
Refundable income taxes 857 3,447 4,304
Reimbursable tooling 33,567 11,285 (503) 44,349
Deferred income taxes 400 568 1,578 2,546
Prepaid expenses and
other current assets 2,328 26,228 8,860 37,416
--------- -------- -------- --------- --------
Total current assets 49,241 162,644 113,330 325,215
Other noncurrent assets 19,960 19,333 22,300 61,593
Deferred income taxes 24,628 18,597 43,225
Property, plant and
equipment, net 5,969 107,945 189,157 303,071
Investment in
subsidiaries 109,961 63,568 (173,529)
--------- -------- -------- --------- --------
Total assets $ 185,131 $314,550 $406,952 ($173,529) $733,104
========= ======== ======== ========= ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 34,095 $ 88,286 $ 43,503 $ $165,884
Intercompany accounts (163,613) 22,570 141,043
Restructuring reserve 10,453 382 10,835
Accrued expenses and
other current
liabilities 8,892 52,029 12,745 73,666
Current portion
of borrowings 3,000 12,329 15,329
--------- -------- -------- --------- --------
Total current liabilities (117,626) 185,667 197,673 265,714
</TABLE>
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Condensed Consolidating Balance Sheets (continued)
September 30, 2000
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
Pension liability (51) 2,091 7,327 9,367
Post retirement
medical benefits
liability 47,302 47,302
Deferred income taxes (1,811) (136) 7,902 5,955
Other noncurrent
liabilities 21,830 2,203 24,033
Long-term borrowings
less current portion 289,545 43,013 9,442 342,000
-------- -------- -------- --------- --------
Total liabilities 170,057 252,465 271,849 694,371
Redeemable preferred
stock 40,510 40,510
Shareholders' equity
Common stock 1,050 51,263 108,726 (159,989) 1,050
Accumulated other
comprehensive
loss (11,365) (4,895) (16,260)
Retained earnings (deficit) 14,024 22,187 (9,238) (13,540) 13,433
-------- -------- -------- --------- --------
Total shareholders' equity 15,074 62,085 94,593 (173,529) (1,777)
Total liabilities and
shareholders' equity $185,131 $314,550 $406,952 ($173,529) $733,104
======== ======== ======== ========= ========
</TABLE>
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Condensed Consolidating Balance Sheets
March 31, 2000
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets
Cash and cash
equivalents $ 8,563 $ 8,839 $ 241 $ $ 17,643
Trade receivables, net 12,372 41,952 85,588 139,912
Inventories 20,462 32,725 53,187
Refundable income taxes 3,515 (1,488) 2,027
Reimbursable tooling 19,843 6,120 (925) 25,038
Deferred income taxes 388 1,986 2,374
Prepaid expenses and
other current assets 6,809 26,620 4,799 38,228
--------- -------- -------- --------- --------
Total current assets 51,490 103,993 122,926 278,409
Other noncurrent assets 11,389 448 23,039 34,876
Deferred income taxes 16,930 17,348 34,278
Property, plant and
equipment, net 8,536 51,857 190,856 251,249
Investment in
subsidiaries 104,719 45,766 (150,485)
--------- -------- -------- --------- --------
Total assets $ 176,134 $173,228 $399,935 ($150,485) $598,812
========= ======== ======== ========= ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities
Trade accounts payable $ 53,517 $ 40,822 $ 50,362 $ $144,701
Intercompany accounts (133,574) 1,485 132,089
Restructuring reserve 3,335 754 4,089
Accrued expenses and
other current
liabilities 12,443 33,070 14,016 59,529
Current portion
of borrowings 4,500 6,423 132 11,055
--------- -------- -------- --------- --------
Total current liabilities (63,114) 85,135 197,353 219,374
</TABLE>
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Condensed Consolidating Balance Sheets (continued)
March 31, 2000
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
Pension liability 2,175 7,426 9,601
Post retirement
medical benefits
liability 46,953 46,953
Deferred income taxes (1,997) 9,291 7,294
Other noncurrent
liabilities 4,631 3,658 8,289
Long-term borrowings
less current portion 226,734 35,690 197 262,621
-------- -------- -------- --------- --------
Total liabilities 161,623 127,631 264,878 554,132
Redeemable preferred
stock 40,451 40,451
Shareholders' equity
Common stock 1,050 39,882 97,349 (137,231) 1,050
Accumulated other
comprehensive
loss (6,914) (2,776) (9,690)
Retained earnings (deficit) 13,461 12,629 33 (13,254) 12,869
-------- -------- -------- --------- --------
Total shareholders' equity 14,511 45,597 94,606 (150,485) 4,229
Total liabilities and
shareholders' equity $176,134 $173,228 $399,935 ($150,485) $598,812
======== ======== ======== ========= ========
</TABLE>
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Condensed Consolidating Statement of Operations
For the Three Months ended September 30, 2000
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
Net sales $ $101,150 $ 97,086 $ $198,236
Cost of sales 85,903 91,481 177,384
-------- -------- -------- --------- --------
Gross profit 15,247 5,605 20,852
Selling, general and
administrative
expenses (1,937) 5,459 10,097 13,619
Gain on sale of equipment (10) (755) (17) (782)
-------- -------- -------- --------- --------
Operating income 1,947 10,543 (4,475) 8,015
Interest expense, net (1,296) (1,461) (6,662) (9,419)
Other income (expense) (1) (66) 17 (50)
-------- -------- -------- --------- --------
Income (loss) before
income taxes 650 9,016 (11,120) (1,454)
Income tax (provision) benefit (207) (3,257) 4,088 624
-------- -------- -------- --------- --------
Income (loss) before equity
in income of
consolidated
subsidiaries 443 5,759 (7,032) (830)
Equity in income of
consolidated
subsidiaries (1,273) 1,273
-------- -------- -------- --------- --------
Net income (loss) ($830) $ 5,759 ($7,032) $ 1,273 ($830)
======== ======== ======== ========= ========
</TABLE>
16
<PAGE> 17
Condensed Consolidating Statement of Operations
For the Six Months ended September 30, 2000
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
Sales $ $174,878 $229,516 $ $404,394
Cost of sales 148,507 210,948 359,455
--------- -------- -------- --------- --------
Gross profit 26,371 18,568 44,939
Selling, general and
administrative
expenses (3,146) 9,194 20,011 26,059
Gain on sale of equipment (10) (755) (24) (789)
--------- -------- -------- --------- --------
Operating income 3,156 17,932 (1,419) 19,669
Interest expense, net (2,604) (2,893) (12,152) (17,649)
Other income (expense) 84 (53) 31 62
--------- -------- -------- --------- --------
Income (loss) before
income taxes 636 14,986 (13,540) 2,082
Income tax (provision) benefit (359) (5,427) 4,928 (858)
--------- -------- -------- --------- --------
Income (loss) before equity
in income of
consolidated
subsidiaries 277 9,559 (8,612) 1,224
Equity in income of
consolidated
subsidiaries 947 (947)
--------- -------- -------- --------- --------
Net income (loss) $ 1,224 $ 9,559 ($8,612) ($947) $ 1,224
========= ======== ======== ========= ========
</TABLE>
17
<PAGE> 18
Condensed Consolidating Statement of Operations
For the Three Months ended September 30, 1999
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
Sales $ $ 57,942 $143,144 $ $201,086
Cost of sales 48,016 129,333 177,349
--------- -------- -------- --------- --------
9,926 13,811 23,737
Gross profit
Selling, general and
administrative
expenses (1,616) 3,380 9,340 11,104
Restructuring provision -
Loss on sale of equipment 23 185 208
--------- -------- -------- --------- --------
Operating income 1,616 6,523 4,286 12,425
Interest expense, net (1,292) (1,375) (5,459) (8,126)
Other income (expense) 58 (12) (229) (183)
--------- -------- -------- --------- --------
Income (loss) before
income taxes 382 5,136 (1,402) 4,116
Income tax (provision) benefit (190) (2,035) 382 (1,843)
--------- -------- -------- --------- --------
Income (loss) before equity
in income of
consolidated
subsidiaries 192 3,101 (1,020) 2,273
Equity in income of
consolidated
subsidiaries 2,081 (2,081)
--------- -------- -------- --------- --------
Net income (loss) $ 2,273 $ 3,101 ($1,020) ($2,081) $2,273
========= ======== ======== ========= ========
</TABLE>
18
<PAGE> 19
Condensed Consolidating Statement of Operations
For the Six Months ended September 30, 1999
(Dollar amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor Eliminations/
Parent Subsidiaries Subsidiaries Adjustments Consolidated
<S> <C> <C> <C> <C> <C>
Sales $ $112,431 $295,016 $ $407,447
Cost of sales 95,792 266,589 362,381
--------- -------- -------- --------- --------
16,639 28,427 45,066
Gross profit
Selling, general and
administrative
expenses (2,436) 7,306 18,508 23,378
(Gain) loss on sale of equipment (482) 185 (297)
--------- -------- -------- --------- --------
Operating income 2,436 9,815 9,734 21,985
Interest expense, net (2,569) (2,468) (10,204) (15,241)
Other income (expense) 58 16 58 132
--------- -------- -------- --------- --------
Income (loss) before
income taxes (75) 7,363 (412) 6,876
Income tax (provision) benefit (66) (2,941) (174) (3,181)
--------- -------- -------- --------- --------
Income (loss) before equity
in income of
consolidated
subsidiaries (141) 4,422 (586) 3,695
Equity in income of
consolidated
subsidiaries 3,836 (3,836)
--------- -------- -------- --------- --------
Net income (loss) $ 3,695 $ 4,422 ($586) ($3,836) $ 3,695
========= ======== ======== ========= ========
</TABLE>
19
<PAGE> 20
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended September 30, 2000
(Dollar Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor
Parent Subsidiaries Subsidiaries Consolidated
<S> <C> <C> <C> <C>
Net cash provided by
(used in)
operating activities ($57,547) $34,865 $3,507 $(19,175)
--------- -------- -------- ---------
INVESTING ACTIVITIES
Purchase of businesses,
net of cash acquired (11,379) (17,862) (29,241)
Purchase of property,
plant and equipment 1,869 (24,947) (12,832) (35,910)
Proceeds from sale
of equipment 22 625 29 676
--------- -------- -------- ---------
Net cash used in
investing activities (9,488) (42,184) (12,803) (64,475)
--------- -------- -------- ---------
FINANCING ACTIVITIES
Net proceeds on borrowings 61,311 3,850 9,484 74,645
Payment of preferred stock dividends (596) (596)
Debt financing costs (1,622) (1,622)
--------- -------- -------- ---------
Net cash provided by
financing activities 59,689 3,850 8,888 72,427
--------- -------- -------- ---------
Effect of foreign
currency rate
fluctuation on cash (1,103) (31) (1,134)
--------- -------- -------- ---------
Net decrease in cash
and cash equivalents (7,346) (4,572) (439) (12,357)
Cash and cash equivalents at
beginning of period 8,565 9,855 241 18,661
--------- -------- -------- ---------
Cash and cash equivalents at end of period $1,219 $5,283 ($198) $6,304
========= ======== ======== =========
</TABLE>
20
<PAGE> 21
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended September 30, 1999
(Dollar Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Non-Guarantor Guarantor
Parent Subsidiaries Subsidiaries Consolidated
<S> <C> <C> <C> <C>
Net cash provided by
operating activities $5,516 $5,185 $11,909 $22,610
--------- -------- -------- ---------
INVESTING ACTIVITIES
Purchase of businesses,
net of cash acquired
Purchase of property, 59 59
plant and equipment (1,628) (7,950) (10,192) (19,770)
Proceeds from sale of equipment 744 2,999 3,743
--------- -------- -------- ---------
Net cash used in
investing activities (1,628) (7,147) (7,193) (15,968)
--------- -------- -------- ---------
FINANCING ACTIVITIES
Net proceeds (payments) on borrowings (688) 2,883 (2,245) (50)
Payment of preferred stock dividends (596) (596)
--------- -------- -------- ---------
Net cash provided by (used in)
financing activities (688) 2,883 (2,841) (646)
--------- -------- -------- ---------
Effect of foreign
currency rate
fluctuation on cash (85) 13 (72)
--------- -------- -------- ---------
Net increase in cash
and cash equivalents 3,200 836 1,888 5,924
Cash and cash equivalents at
beginning of period 9,741 9,158 109 19,008
--------- -------- -------- ---------
Cash and cash equivalents at end of period $12,941 $9,994 $1,997 $24,932
========= ======== ======== =========
</TABLE>
8. RECLASSIFICATIONS
Certain amounts in the prior periods' statements have been reclassified
to conform to the current periods' presentation.
21
<PAGE> 22
9. SEGMENT INFORMATION
Effective April 1, 1998, the Company adopted SFAS No. 131, "Disclosures
About Segments of an Enterprise and Related Information". This statement
establishes reportable standards for reporting information about
operating segments in annual financial statements and related disclosures
about products and geographic areas. The Company has one reportable
segment in the global automotive original equipment supply industry. Net
sales are attributed to geographic regions based upon their location of
origin. Net sales and identifiable assets by geographic area are as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
2000 1999 2000 1999
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Net Sales
United States $ 59,376 $ 98,303 $140,713 $201,817
Canada 37,711 44,841 88,804 93,199
Mexico 17,920 4,954 24,168 9,033
France 56,976 38,866 102,664 89,276
Other Europe 26,253 14,122 48,045 14,122
----------------------------- -----------------------------
$198,236 $201,086 $404,394 $407,447
============================= =============================
<CAPTION>
September 30, March 31,
2000 2000
-----------------------------
<S> <C> <C>
Identifiable assets
United States $277,143 $284,085
Canada 120,212 123,815
Mexico 60,715 27,265
France 195,556 121,219
Other Europe 79,478 42,428
-----------------------------
$733,104 $598,812
=============================
</TABLE>
10. RECENT EVENTS
On August 1, 2000, the Company entered into an amended and restated credit
agreement with Citicorp USA, Inc. as Administrative Agent and Collateral Agent,
Comerica Bank as Syndication Agent, Credit Suisse First Boston as Documentation
Agent and Salomon Smith Barney, Inc. as Arranger and Book Manager, providing for
a $50.0 million term loan and a $125.0 million revolving credit facility for
working capital and other general corporate purposes. The Credit Agreement
expires on July 31, 2004.
22
<PAGE> 23
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three and six months ended September 30, 2000
As compared to the three and six months ended September 30, 1999
Results of Operations
The three and six months ended September 30, 2000, statements of operations for
Oxford Automotive, Inc. (the "Company") include the results of operations for
substantially all subsidiaries. Wackenhut GmbH ("Wackenhut") was acquired on
June 28, 1999, the automotive design and prototype service business of Farley,
Inc. ("the Technology Division") was acquired on February 16, 2000, the
Gessaroli Group was acquired on April 3, 2000, and AIMDF was acquired August 2,
2000. Each was accounted for using the purchase method of accounting. Based on
the above, the three month statement of operations for the period ended
September 30, 1999 does not include the operating results of the Technology
Division, the Gessaroli Group or AIMDF. The six month statement of operations
for the period ended September 30, 1999 does not include the operating results
of the Technology Division, the Gessaroli Group or AIMDF and includes only the
operations of Wackenhut from its acquisition date to September 30, 1999.
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>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
September 30, 2000 September 30, 1999 September 30, 2000 September 30, 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $198.2 100.0% $201.1 100.0% $404.4 100.0% $407.4 100.0%
Gross profit 20.9 10.5% 23.7 11.8% 44.9 11.1% 45.1 11.1%
Selling, general and
administrative 13.6 6.9% 11.1 5.5% 26.1 6.5% 23.4 5.7%
Operating income 8.0 4.0% 12.4 6.2% 19.7 4.9% 22.0 5.4%
Net interest expense 9.4 4.7% 8.1 4.0% 17.6 4.4% 15.2 3.7%
Net income (loss) (0.8) -0.4% 2.3 1.1% 1.2 0.3% 3.7 0.9%
Memo: EBITDA 17.9 9.0% 20.5 10.2% 38.7 9.6% 37.9 9.3%
</TABLE>
NET SALES -- Net sales for the three months ended September 30, 2000 were $198.2
million. This represents a decrease of $2.9 million as compared to net sales for
the three months ended September 30, 1999 of $201.1 million. Excluding $25.1
million of additional net sales due to acquisitions made since the prior year,
the overall decrease is the result of the year over year negative foreign
exchange impact due to the devaluation of the EURO of $7.2 million, reduced
volumes relating to the Ford/Firestone recall, and the balance out of certain
General Motors' light truck and SUV platforms. The decrease was partially offset
by the launch of
23
<PAGE> 24
components for the GMT 250 Pontiac Aztek and the Ford four-door F150, as well as
increased content on the Mercedes C, E and S Class platforms, PSA 405 and
Fiat/PSA-Ulysees/806/Evasion and Epsilon.
For the year to date period, net sales were $404.4 million, a decrease of $3.0
million as compared to $407.4 million for the same period last year. Excluding
$46.9 million of additional net sales due to acquisitions made since the prior
year, the overall decrease is primarily the result of a negative foreign
exchange impact of $11.9 million and the balance out of certain General Motors'
light truck and SUV platforms. The decrease was partially offset by the launch
of the GMT 250 Pontiac Aztek, and increased content on certain Mercedes, PSA and
Fiat platforms.
GROSS PROFIT -- For the three months ended September 30, 2000, gross profit
decreased to $20.9 million or 10.5% of net sales as compared to $23.7 million or
11.8% of net sales for the same period in the prior year. The gross profit and
gross margin decreases are primarily the result of lost gross profit related to
the balance out of certain General Motors' light truck and SUV platforms, the
slower than expected sales of the Saturn LS, increased European raw material
costs, and the negative impact of foreign exchange. The decrease was partially
offset by the ramp up of production vehicle build of the GMT 250 Pontiac Aztek,
incremental gross profit from the added vehicle sales content as described above
and the favorable impact of customer tooling. In addition, the Company continues
to reduce fixed costs through successful asset utilization and redeployment,
management of employee benefits and effective program management of product
launches.
For the year to date period, gross profit was $44.9 million, a decrease of $0.2
million as compared to $45.1 million for the same period last year. As explained
above, the decrease is primarily a result of the balance out of certain General
Motors' light truck and SUV platforms, the negative impact of foreign exchange
and increased raw material costs. The decrease was partially offset by the
launch of the GMT 250 Pontiac Aztek, incremental gross profit from the added
vehicle sales content as described above, and overall costs reduction
initiatives relating to quick die change, asset utilization, and employee
benefits.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("SG&A") -- For the three months
ended September 30, 2000, SG&A expenses increased to $13.6 million or 6.9% of
net sales, compared to $11.1 million or 5.5% of net sales for the same period in
the prior year. The increase in spending can be directly associated with recent
acquisitions and the development of business in emerging markets. The Company
also continues to support global customers in the areas of product design and
innovation, and program and tool management. The increase as a percentage of
sales is the result of increased current spending required to support future
worldwide programs.
For the year to date period, SG&A expenses increased to $26.1 million or 6.5% of
net sales as compared to $23.4 million or 5.7% of net sales for the same period
in the prior year. As explained above, the increase is primarily related to
recent acquisitions, business development and global support for customer
programs. Excluding acquisitions, spending remained constant as a result of the
globalization of the management and technical team.
INTEREST EXPENSE - For the three months ended September 30, 2000, net interest
expense was $9.4 million, an increase of $1.3 million, as compared to $8.1
million for the same period last year. The increase can be attributed to
acquisitions during the period, interim financing of customer tooling, and
higher incremental borrowing rates on variable rate debt. The increase was
offset by working capital initiatives implemented during the period.
For the year to date period, net interest expense was $17.6 million, an increase
of $2.4 million as compared to $15.2 million for the same period last year.
Similar to the three month period ended September 30, the increase can be
attributed to acquisitions, financing of customer tooling, and higher
incremental borrowing rates.
NET INCOME - For the three months ended September 30, 2000, the Company reported
a net loss of $0.8 million, a decrease of $3.1 million as compared to a prior
year net income of $2.3 million. For the year to date period, the Company
reported net income of $1.2 million, a decrease of $2.5 million as compared to
the prior year. The decrease in earnings was primarily the result of gross
margin impacts attributable to the balance out of the SUV and light truck sales,
the negative impact of foreign exchange, and overall higher interest expense.
The decrease was partially offset by net income attributable to acquisitions.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION
Net income adjusted for the non-cash charges relating to depreciation and
amortization, and deferred taxes, generated approximately $20.9 million of cash
for the six months ended September 30, 2000. A net change in the working capital
items relating to accounts
24
<PAGE> 25
receivable, inventory, and accounts payable provided $2.7 million of cash during
the period. Cash decreased based on an increase in reimbursable tooling of $19.8
million, a decrease in accrued expenses, restructuring reserve, sale of assets
and other noncurrent liabilities of $15.5 million and an overall increase in
prepaid and other noncurrent assets of $7.5 million. During the period, the
Company used approximately $64.5 million for investing activities, including
$29.2 million for the acquisition of the Gessaroli Group and AIMDF and net
capital expenditures of approximately $35.2 million.
On August 1, 2000, in conjunction with the AIMDF acquisition, the Company
entered into an amended and restated credit agreement with Citicorp USA, Inc. as
Administrative Agent and Collateral Agent, providing for a $50.0 million term
loan and a $125.0 million revolving credit facility (the "Senior Credit
Facility"). The use of the proceeds was to consummate the acquisition of AIMDF
and for general corporate purposes which may include acquisitions. The
obligations under the Senior Credit Facility are secured by substantially all of
the Company's assets and the assets of certain of the Company's subsidiaries.
The Senior Credit Facility contains certain customary covenants, including
reporting and other affirmative covenants, financial covenants, and negative
covenants, as well as customary events of default, including non-payment of
principal, violation of covenants, and cross-defaults to certain other
indebtedness, including the indebtedness evidenced by the notes described below.
At September 30, 2000, the Company had approximately $71.7 million available
under the Senior Credit Facility, subject to it's terms and conditions. At
September 30, 2000, the Company had $50.0 million outstanding under its term
loan, $53.3 million outstanding under the line of credit and $7.8 million in
outstanding letters of credit to support workers' compensation commitments. The
Credit Agreement expires on July 31, 2004.
The Company believes the application of the proceeds from its 10 1/8% Senior
Subordinated Notes due 2007 has enhanced its ability to meet its growth and
business objectives. However, 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 $10.1
million on June 15 and December 15 each year until their maturity on June 15,
2007 or until the notes are redeemed.
Capital expenditures were $35.9 million, or 8.9% of net sales for the six
months ended September 30, 2000 as compared to $19.8 million, or 4.9% of net
sales for the six months ended September 30, 1999. The increase of $16.1 million
was due primarily to spending to support customer programs, acquisitions and for
cost reduction and productivity improvement projects. Other capital expenditures
included health and safety items, and computer and network upgrades.
For fiscal 2001, the Company's capital expenditures are expected to be $59.3
million, consisting of $42.3 million to support new business and increase
capacity, $13.0 million for maintenance, rebuilds and improvements, and $4.0
million in other expenditures, including health, safety and environmental.
The Company believes that cash generated from operations, together with amounts
available under the 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 or refinance its
10 1/8% Senior Subordinated Notes due 2007 and to extend or refinance its other
indebtedness will be subject to future economic conditions and to financial,
business, and other factors that are beyond the Company's control.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
In the normal course of business, the Company is exposed to market risk
associated with fluctuations in foreign exchange rates and interest rates. The
Company conservatively manages these risks through the use of derivative
financial instruments in accordance with management's guidelines.
The Company enters into all hedging transactions for periods consistent with the
underlying exposures. The Company does not enter into derivative instruments for
trading purposes.
Foreign Exchange. The Company enters into foreign currency forward contracts to
protect itself from adverse currency rate fluctuations on foreign currency
commitments. These commitments are generally for terms of less than one year.
The foreign currency contracts are executed with banks that the Company believes
are creditworthy and are denominated in currencies of major
25
<PAGE> 26
industrialized countries. The gains and losses relating to the foreign currency
forward and option contracts are deferred and included in the measurement of the
foreign currency transaction subject to the hedge. The Company believes that any
gain or loss incurred on foreign currency forward contracts is offset by the
direct effects of currency movements on the underlying transactions.
The Company has performed a quantitative analysis of our overall currency rate
exposure at September 30, 2000. Based on this analysis, a 10% change in currency
rates would not have a material effect on the Company's earnings.
Interest Rates. The Company generally manages risk associated with interest rate
movements through the use of or combination of variable and fixed rate debt. The
Company's exposure as a result of variable interest rates relates primarily to
outstanding floating rate debt instruments that are indexed to U.S. or European
Monetary Union short-term money market rates. The Company does not enter into
derivative financial investments for trading or speculative purposes.
The Company has performed a quantitative analysis of its overall interest rate
exposure at September 30, 2000. Based on this analysis, a 10% change in the
average cost of the Company's variable rate debt would not have a material
effect on its earnings.
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; and (8) there may
be unfavorable currency exchange rates relative to the U.S. dollar, which could
impact the Company's operations.
26
<PAGE> 27
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) The following reports on Form 8-K were filed by the registrant
during the three months ended September 30, 2000:
1. A report on Form 8-K dated August 2, 2000, was filed by the
registrant; such report contained information under Item 2,
Acquisition or Disposition of Assets, with respect to the
acquisition of Aries Industries Mecanismes et Decoupage Fin
S.A., and Item 5, Other Events, with respect to the
commencement of a consent solicitation by the registrant. No
financial statements were filed.
2. A report on Form 8-K dated August 29, 2000, was filed by the
registrant; such report contained information under Item 5,
Other Events, with respect to the completion of a consent
solicitation by the registrant. No financial statements were
filed.
27
<PAGE> 28
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 14, 2000 OXFORD AUTOMOTIVE, INC.
By: /s/ AURELIAN BUKATKO
Aurelian Bukatko
Executive Vice President
and Chief Financial Officer
(Principal Accounting and
Financial Officer)
28
<PAGE> 29
EXHIBIT INDEX
EXHIBIT NO DESCRIPTION
2.1 Share Purchase and Sale Agreement, dated August 2, 2000 between Oxford
Automotive Mecanismes et Decoupage Fin II, a wholly-owned indirect
subsidiary of Oxford Automotive, Inc., and Aires Industries, S.A.
(previously filed as Exhibit 2.1 to the registrant's Current Report on
Form 8-K dated August 2, 2000, and incorporated herein by reference).
4.1 Supplemental Indenture, dated as of August 29, 2000, among Oxford
Automotive, Inc., the Subsidiary Guarantors under the Indenture and
U.S. Bank Trust National Association relating to the Indenture dated as
of June 15, 1997, providing for the issuance of 10 1/8% Senior
Subordinated Notes Due 2007, Series A/B (previously filed as Exhibit
4.1 to the registrant's Current Report on Form 8-K dated August 29,
2000, and incorporated herein by reference).
4.2 Supplemental Indenture, dated as of August 29, 2000, among Oxford
Automotive, Inc., the Subsidiary Guarantors under the Indenture and
U.S. Bank Trust National Association relating to the Indenture dated as
of December 1, 1998, providing for the issuance of 10 1/8% Senior
Subordinated Notes Due 2007, Series D (previously filed as Exhibit 4.2
to the registrant's Current Report on Form 8-K dated August 29, 2000,
and incorporated herein by reference).
4.3 Third Amended and Restated Credit Agreement, dated as of July 31, 2000,
among Oxford Automotive, Inc., the Borrowing Subsidiaries and the
Lenders identified therein and Citicorp USA, Inc. as Administrative
Agent and Collateral Agent (previously filed as Exhibit 4.1 to the
registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2000, and incorporated herein by reference).
4.4 Amended and Restated Pledge and Security Agreement, dated as of August
1, 2000, in favor of Citicorp USA, Inc. as Collateral Agent (previously
filed as Exhibit 4.2 to the registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2000, and incorporated herein by
reference).
4.5 Amended and Restated Guaranty, dated as of August 1, 2000, in favor of
Citicorp USA, Inc. as Administrative Agent and Collateral Agent
(previously filed as Exhibit 4.3 to the registrant's Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2000, and
incorporated herein by reference).
10.1 *Amended and Restated Management and Consulting Agreement between
Oxford Automotive, Inc. and The Oxford Investment Group, Inc., dated as
of July 1, 2000.
27 *Financial Data Schedule
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* Filed herewith
