<PAGE>
UNITED STATES
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 June 30, 1998
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: 333-34061
CAMBRIDGE, INDUSTRIES, INC.
CE AUTOMOTIVE TRIM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Cambridge -- DELAWARE Cambridge -- 38-3188000
CE-Michigan CD-38-2173408
(State or other jurisdiction of (I.R.S Employer
incorporation or organization identification No.)
555 Horace Brown Drive 48071
Madison Heights, MI (Zip Code)
(Address of principal executive offices)
(248) 616-0500 None
(Registrant's telephone number, including area code) (Name of exchange on
which registered)
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 the
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.
Number of shares of Common Stock, $0.01 par value per share, outstanding at
June 30, 1998: 1,000
<PAGE>
CAMBRIDGE INDUSTRIES, INC.
FORM 10Q
FOR THE QUARTER ENDED JUNE 30, 1998
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Part I -- Financial Information:
Item 1 -- Financial Statements
Condensed Consolidated Balance Sheets -- June 30, 1998
and December 31, 1997 3
Condensed Consolidated Statements of Operations -- Three
and Six Months Ended June 30, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows -- Six
Months Ended June 30, 1998 and 1997 4
Notes to the Condensed Unaudited Consolidated Financial
Statements 6
Item 2 -- Management's discussion and analysis of financial
condition and results of operations 14
</TABLE>
<PAGE>
Part I - Financial Information
Item 1 - Financial Statements
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---- ----
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash ................................................ $ 1,867 $ 3,788
Receivables ......................................... 69,923 82,117
Inventories (Note 3) ................................ 24,774 25,111
Reimbursable tooling costs .......................... 20,261 16,913
Deferred income taxes and other ..................... 14,192 14,663
-------- --------
Total current assets .................................. 131,017 142,592
Property, plant and equipment, net of accumulated
depreciation of $80,848 and $66,452 respectively ..... 197,975 197,635
Other assets .......................................... 27,757 29,257
-------- --------
Total assets .......................................... $356,749 $369,484
======== ========
Liabilities and stockholder's equity (deficit)
Current liabilities:
Current portion of long-term debt ................... $ 11,583 $ 7,765
Accounts payable .................................... 44,968 48,759
Accrued liabilities ................................. 28,305 37,691
-------- --------
Total current liabilities ............................. 84,856 94,215
Noncurrent liabilities:
Long-term debt ...................................... 312,699 314,789
Workers' compensation ............................... 1,026 1,251
Postretirement health care benefits ................. 22,096 20,669
Deferred income taxes and other liabilities ......... 11,059 11,054
-------- --------
Total liabilities ..................................... 431,736 441,978
-------- --------
Commitments and contingencies (Note 5)
Stockholder's equity (deficit):
Common stock, $.01 par value, 3,000 shares
Authorized, 1,000 shares issued and
outstanding ........................................ 1 1
Paid-in capital ..................................... 17,538 17,538
Accumulated other comprehensive income. ............. (306) (225)
Accumulated deficit ................................. (92,220) (89,808)
------- -------
Total Stockholder's deficit ........................... (74,987) (72,494)
------- -------
Total liabilities and stockholder's equity (deficit)... $356,749 $369,484
======== ========
</TABLE>
See accompanying Notes to Condensed Unaudited Consolidated Financial Statements
3
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales ........................................ $119,719 $96,838 $240,860 $186,631
Cost of sales ................................ 103,873 81,998 211,735 159,626
-------- ------- ------- -------
Gross profit ................................. 15,846 14,840 29,125 27,005
Selling, general and administrative expenses.. 9,010 6,597 17,635 12,793
------- ------- ------- -------
Income from Operations........................ 6,836 8,243 11,490 14,212
Other expense (income):
Interest expense ........................... 7,696 6,114 15,676 11,781
Other, net ................................. (207) 99 (96) (24)
------- ------- ------- -------
Income (loss) before income tax ............. (653) 2,030 (4,090) 2,455
Income tax expense (benefit) ................. (305) 725 (1,678) 920
------- ------- ------- -------
Net income (loss) ............................ $ (348) $ 1,305 $ (2,412) $ 1,535
======== ======= ======== ========
</TABLE>
See accompanying Notes to Condensed Unaudited Consolidated Financial Statements
4
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------------
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss).......................................... (2,412) $ 1,535
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization ............................. 15,139 10,956
Postretirement benefits expenses, net of cash payments..... 1,427 1,196
Deferred income tax provision.............................. 2,883
Changes in assets and liabilities, excluding the effect of
acquisitions:
Receivables................................................ 13,372 1,927
Inventories................................................ 839 1,677
Reimbursable tooling costs................................. (3,676) (5,393)
Accounts payable and accrued liabilities................... (14,367) 1,728
Other...................................................... 1,187 3,354
-------- --------
Net cash provided by (used in) operating activities............ 11,509 19,863
Cash flows from investing activities:
Acquisitions, net of cash acquired......................... (850) (2,366)
Purchase of property, plant and equipment.................. (11,546) (8,642)
-------- --------
Net cash used in investing activities.......................... (12,396) (11,008)
Cash flows from financing activities:
Net change in revolving debt............................... 4,000 (9,000)
Repayment of long-term debt and capital lease obligations.. (4,953) (4,540)
-------- --------
Net cash provided by (used in) financing activities............ (953) (13,540)
-------- --------
Effect of foreign currency rate fluctuations on cash........... (81) (2)
-------- --------
Net increase (decrease) in cash................................ (1,921) (4,687)
Cash at beginning of period.................................... 3,788 11,942
-------- --------
Cash at end of period.......................................... $ 1,867 $ 7,255
======== ========
</TABLE>
See accompanying Notes to Condensed Unaudited Consolidated Financial Statements.
5
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands)
1. Financial Statements
The accompanying condensed unaudited consolidated financial statements have
been prepared in accordance with Rule 10-01 of Regulation S-X and, in the
opinion of management, contain all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
Cambridge Industries, Inc. and its subsidiaries (the "Company") as of June 30,
1998 and the results of its operations for the three and six month periods ended
June 30, 1998 and 1997, and its cash flows for the six month period ended
June 30, 1998.
The condensed unaudited consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements as of December
31, 1997 and 1996 and for each of the three years in the period ended December
31, 1997. The results of operations for the three and six month periods ended
June 30, 1998 and 1997 are not necessarily indicative of the operating results
for the full year.
Certain reclassifications have been made to prior year financial statements
to conform to the 1998 presentations.
2. Changes in Accounting Principles
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, ("SFAS 130"), "Reporting Comprehensive Income."
SFAS 130 requires that all items recognized under accounting standards as
components of comprehensive income be reported in an annual financial statement
that is displayed with the same prominence as other annual financial statements.
This Statement also requires that an entity classify items of other
comprehensive income by their nature in an annual financial statement. For
example, other comprehensive income may include foreign currency translation
adjustments, minimum pension liability adjustments, and unrealized gains and
losses on marketable securities classified as available-for-sale. Annual
financial statements for prior periods will be reclassified, as required. The
Company's total comprehensive income were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- -------------------------
1998 1997 1998 1997
-------- -------- --------- ---------
(Dollars in Thousands) (Dollars in Thousands)
<S> <C> <C> <C> <C>
Net income (loss) $ (348) $ 1,305 $ (2,412) $ 1,535
Unrealized foreign currency translation (24) (3) (81) (2)
-------- -------- --------- ---------
Total comprehensive income $ (372) $ 1,302 $ (2,493) $ 1,533
======== ======== ========= =========
</TABLE>
6
<PAGE>
3. Inventories
At June 30, 1998 (unaudited) and December 31, 1997, inventories consist of
the following:
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
---------- -------------
(dollars in thousands)
<S> <C> <C>
Finished goods ....................................... $ 5,415 $ 6,773
Work-in-process ...................................... 7,658 6,598
Raw materials ........................................ 11,280 10,811
Supplies ............................................. 1,716 2,152
------- -------
Total ........................................... 26,069 26,334
Less allowance for obsolescence and lower of cost or
market reserve....................................... (1,295) (1,223)
------- -------
Inventories ..................................... $24,774 $25,111
======= =======
</TABLE>
4. STOCKHOLDER'S DEFICIT
A summary of the changes in the Company's stockholder's deficit accounts
follows (in thousands):
<TABLE>
<CAPTION>
Common Accumulated Minimum
Stock other pension
$.01 par Paid-in comprehensive liability Accumulated
Value Capital income adjustments deficit Total
-------- ------- ------------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
December 31 1997 $ - $17,539 $(225) $ - $(89,908) $(72,494)
Net loss $ - - - - (2,412) (2,412)
Unrealized foreign
currency translation $ - - (81) - - (81)
---- ------- ----- ---- -------- --------
June 30, 1998 $ - $17,539 $(306) $ - $(92,220) $(74,987)
==== ======= ====== ==== ======== ========
</TABLE>
5. Commitment and Contingencies
The Company has letters of credit outstanding of $5,850 at June 30, 1998.
Subsequent to June 30, 1998, the Company settled its dispute with GenCorp,
Inc. (GenCorp) regarding the purchase price adjustment for the Company's
purchase of GenCorp's reinforced plastics division. The settlement of this
matter will not materially impact the Company's third quarter operating results
or cash flows.
The Company is also subject to other lawsuits and claims pending or
asserted with respect to matters in the ordinary course of business. The Company
does not believe that the outcome of these uncertainties will have a material
impact on the Company's financial position or results of operations.
6. Acquisitions
Effective January 1, 1998, the Company acquired substantially all of the
operating assets of Livingston, Inc. ("Livingston") for $2,400, comprised of
$600 in cash, a seller note of $1,550, and acquisition costs of $250, and the
assumption of certain liabilities of $1,130. The Company accounted for this
acquisition under the purchase method. The Company's operating results for the
three and six month periods ended June 30, 1998 include Livingston from the date
of purchase. The acquired assets and operating results of Livingston are not
considered material to the accompanying financial statements.
7
<PAGE>
7. Consolidating Information
The Company's senior subordinated notes (the "Notes") are guaranteed by CE
Automotive Trim Systems, Inc. ("CE"), a wholly owned consolidated subsidiary of
the Company, but are not guaranteed by the Company's two other consolidated
subsidiaries, its Brazilian subsidiary, Cambridge Industrial do Brasil, Ltd.,
and Voplex of Canada. The following condensed consolidating financial
information presents the financial position, results of operations and cash
flows of (i) the Company, as parent, as if it accounted for its subsidiaries on
the equity method; (ii) CE, the guarantor subsidiary, and (iii) Voplex of
Canada and the Brazilian subsidiary, as non-guarantor subsidiaries. Separate
financial statements of CE are not presented herein as management does not
believe that such statements are material. CE had no revenues or operations
during the periods presented. The financial position and operating results of
the non-guarantor subsidiaries do not include any allocation of overhead or
similar charges.
8
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor Eliminations/
Parent subsidiaries subsidiary adjustments Consolidated
----------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
Current Assets
Cash ............................................. $ 706 $ 1,161 $ - $ - $ 1,867
Receivables ...................................... 62,941 6,982 - - 69,923
Inventories ...................................... 22,409 2,365 - - 24,774
Reimbursable tooling costs ....................... 20,029 232 - - 20,261
Deferred income taxes and other .................. 14,182 10 - - 14,192
-------- ------- ----- -------- --------
Total current assets .......................... 120,267 10,750 - - 131,017
Property, plant and equipment, net ................. 193,954 4,021 - - 197,975
Other long-term assets ............................. 27,736 21 - - 27,757
Investment in consolidated subsidiaries ............ 7,662 -- - (7,662) -
-------- ------- ----- -------- --------
Total assets .................................. $349,619 $14,792 $ - $ (7,662) $356,749
======== ======= ===== ======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities
Current portion of long-term debt ................ $ 11,295 $ 288 $ - $ - $ 11,583
Accounts payable ................................. 43,770 1,198 - - 44,968
Accrued liabilities .............................. 27,467 838 - - 28,305
-------- ------- ----- -------- --------
Total current liabilities ..................... 82,532 2,324 - - 84,856
Noncurrent liabilities
Long-term debt ................................... 307,587 5,112 - - 312,699
Workers' compensation ............................ 1,026 - - - 1,026
Postretirement healthcare benefits ............... 22,096 - - - 22,096
Deferred income taxes and other long-
term liabilities ................................ 11,059 - - - 11,059
-------- ------- ----- -------- --------
Total liabilities ............................. 424,300 7,436 - - 431,736
Stockholder's equity (deficit)
Common stock ..................................... 1 - - - 1
Paid-in capital .................................. 17,538 5,057 - (5,057) 17,538
Accumulated other comprehensive income............ - (306) - - (306)
Retained earnings (accumulated deficit)........... (92,220) 2,605 - (2,605) (92,220)
-------- ------- ----- -------- --------
Total stockholder's equity (deficit)........... (74,681) 7,356 - (7,662) (74,987)
-------- ------- ----- -------- --------
Total liabilities and stockholder's
equity (deficit) ............................. $349,619 $14,792 $ - $ (7,662) $356,749
======== ======= ===== ======== ========
</TABLE>
9
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION> Non-
guarantor Guarantor Eliminations/
Parent subsidiaries subsidiary adjustments Consolidated
--------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
- ------
Current Assets
Cash ........................................ $ 1,646 $ 2,142 $ - $ - $ 3,788
Receivables ................................. 79,960 5,926 - (3,769) 82,117
Inventories ................................. 23,081 2,030 - - 25,111
Reimbursable tooling costs .................... 16,727 186 - - 16,913
Deferred income taxes and other ............... 14,466 197 - - 14,663
--------- ------- ------ -------- --------
Total current assets ..................... 135,880 10,481 - (3,769) 142,592
Property, plant and equipment, net .............. 193,328 4,307 - - 197,635
Other long-term assets .......................... 29,257 - - - 29,257
Investment in consolidated subsidiaries ......... 6,600 - - (6,600) -
--------- ------- ------ -------- --------
Total assets................................... $ 365,065 $14,788 $ - $(10,369) $369,484
========= ======= ====== ======== ========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current Liabilities
Current portion of long-term debt ............. $ 7,765 $ - $ - $ - $ 7,765
Accounts payable ............................ 50,995 1,533 - (3,769) 48,759
Accrued liabilities ......................... 36,211 1,480 - - 37,691
--------- ------- ------ -------- --------
Total current liabilities ................ 94,971 3,013 - (3,769) 94,215
Noncurrent liabilities
Long-term debt .............................. 309,389 5,400 - - 314,789
Workers' compensation ......................... 1,251 - - - 1,251
Postretirement healthcare benefits .......... 20,669 - - - 20,669
Deferred income taxes and other long-term
liabilities ............................... 11,054 - - - 11,054
--------- ------- ------ -------- --------
Total liabilities ...................... 437,334 8,413 - (3,769) 441,978
--------- ------- ------ -------- --------
Stockholder's equity (deficit)
Common stock ................................ 1 - - - 1
Paid-in capital ............................. 17,538 5,057 - (5,057) 17,538
Accumulated other comprehensive income......... - (225) - - (225)
Retained earnings (accumulated deficit)........ (89,808) 1,543 - (1,543) (89,808)
--------- ------- ------ -------- --------
Total stockholder's equity (deficit)...... (72,269) 6,375 - (6,600) (72,494)
--------- ------- ------ -------- --------
Total liabilities and stockholder's
equity (deficit) ........................ $ 365,065 $14,788 $ - $(10,369) $369,484
========= ======= ====== ======== ========
</TABLE>
10
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended June 30, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor Eliminations/
Parent subsidiaries subsidiary adjustments Consolidated
--------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Sales........................................ $ 115,039 $ 4,680 $ -- $ -- $ 119,719
Cost of sales................................ 99,988 3,885 -- -- 103,873
--------- ------------ ---------- ------------- ------------
Gross profit................................. 15,051 795 -- -- 15,846
Selling, general and administrative
expenses................................... 8,575 435 -- -- 9,010
--------- ------------ ---------- ------------- ------------
Income from operations....................... 6,476 360 -- 6,836
Other expense (income)
Interest expense......................... 7,628 68 -- -- 7,696
Other, net............................... (131) (76) -- -- (207)
--------- ------------ ---------- ------------- ------------
Income (loss) before income tax.............. (1,021) 368 -- -- (653)
Income tax expense (benefit)................. (376) 71 -- -- (305)
--------- ------------ ---------- ------------- ------------
Income (loss) before equity in income of
consolidated subsidiaries.................. (645) 297 -- -- (348)
Equity in income of consolidated
subsidiaries............................... 297 -- -- (297) --
--------- ------------ ---------- ------------- ------------
Net income (loss)............................ $ (348) $ 297 $ -- $ (297) $ (348)
========= ============ ========== ============= ============
</TABLE>
11
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Three Months Ended June 30, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor Eliminations/
Parent subsidiaries subsidiary adjustments Consolidated
--------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Sales........................................ $ 94,512 $ 2,326 $ -- $ -- $ 96,838
Cost of sales................................ 80,323 1,675 -- -- 81,998
--------- ------------ ---------- ------------- ------------
Gross profit................................. 14,189 651 -- -- 14,840
Selling, general and administrative
expenses................................... 6,511 205 -- (119) 6,597
--------- ------------ ---------- ------------- ------------
Income from operations....................... 7,678 446 -- 119 8,243
Other expense (income)
Interest expense......................... 6,114 -- -- -- 6,114
Other, net............................... (4) (16) -- 119 99
--------- ------------ ---------- ------------- ------------
Income (loss) before income tax.............. 1,568 462 -- -- 2,030
Income tax expense (benefit)................. 666 59 -- -- 725
--------- ------------ ---------- ------------- ------------
Income (loss) before equity in income of
consolidated subsidiaries.................. 902 403 -- -- 1,305
Equity in income of consolidated
subsidiaries............................... 403 -- -- (403) --
--------- ------------ ---------- ------------- ------------
Net income (loss)............................ $ 1,305 $ 403 $ -- $ (403) $ 1,305
========= ============ ========== ============= ============
</TABLE>
12
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Six Months Ended June 30, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor Eliminations/
Parent subsidiaries subsidiary adjustments Consolidated
-------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Sales.................................................... $231,272 $9,588 $ - $ - $240,860
Cost of sales............................................ 203,671 8,064 - - 211,735
-------- ------ ------ ----- --------
Gross profit............................................. 27,601 1,524 - - 29,125
Selling, general and administrative
expenses............................................... 16,742 893 - - 17,635
-------- ------ ------ ----- --------
Income from operations .................................. 10,859 631 - - 11,490
Other expense (income)
Interest expense.................................... 15,543 133 - - 15,676
Other, net.......................................... 101 (197) - - (96)
-------- ------ ------ ----- --------
Income (loss) before income tax.......................... (4,785) 695 - - (4,090)
Income tax expense (benefit)............................. (1,804) 126 - - (1,678)
-------- ------ ------ ----- --------
Income (loss) before equity in income of
consolidated subsidiaries.............................. (2,981) 569 - - (2,412)
Equity in income of consolidated
subsidiaries........................................... 569 - - (569) -
-------- ------ ------ ----- --------
Net income (loss)........................................ $ (2,412) $ 569 $ - $(569) $ (2,412)
======== ====== ====== ===== ========
</TABLE>
13
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Six Months Ended June 30, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor Eliminations/
Parent subsidiaries subsidiary adjustments Consolidated
-------- ------------ ---------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Sales.................................................... $182,224 $4,407 $ - $ - $186,631
Cost of sales............................................ 156,426 3,200 - - 159,626
-------- ------ ----- ----- --------
Gross profit............................................. 25,798 1,207 - - 27,005
Selling, general and administrative
expenses............................................... 12,673 343 - (223) 12,793
-------- ------ ----- ----- --------
Income from operations................................... 13,125 864 - 223 14,212
Other expense (income)
Interest expense.................................... 11,781 - - - 11,781
Other, net.......................................... (239) (8) - 223 (24)
-------- ------ ----- ----- --------
Income before income tax................................. 1,583 872 - - 2,455
Income tax expense....................................... 806 114 - - 920
-------- ------ ----- ----- --------
Income before equity in income of
consolidated subsidiaries.............................. 777 758 - - 1,535
Equity in income of consolidated
subsidiaries........................................... 758 - - (758) -
-------- ------ ----- ----- --------
Net income............................................... $ 1,535 $ 758 $ - $(758) $ 1,535
======== ====== ===== ===== ========
</TABLE>
14
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Six Months Ended June 30, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor
Parent subsidiaries subsidiary Consolidated
------------ ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net cash provided by (used in) operating activities................. $ 12,310 $ (801) $ $ 11,509
-------- ------ ---- --------
Cash flows from investing activities
Acquisitions, net of cash acquired ................................. (850) - - (850)
Purchases of property, plant and equipment.......................... (11,447) (99) - (11,546)
-------- ------ ---- --------
Net cash used in investing activities.......................... (12,297) (99) - (12,396)
-------- ------ ---- --------
Cash flows from financing activities
Net borrowings from revolving debt ................................. 4,000 - - 4,000
Repayment of long-term debt ........................................ (4,953) - - (4,953)
-------- --------
Net cash used in financing activities.......................... (953) - - (953)
-------- ------ ---- --------
Effect of foreign currency rate fluctuations on cash ............... - (81) - (81)
-------- ------ ---- --------
Net decrease in cash ............................................... (940) (981) - (1,921)
Cash at beginning of period ........................................ 1,646 2,142 - 3,788
-------- ------ ---- --------
Cash at end of period .............................................. $ 706 $1,161 $ - $ 1,867
======== ====== ==== ========
</TABLE>
15
<PAGE>
CAMBRIDGE INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
Six Months Ended June 30, 1997
(Dollars in Thousands)
<TABLE>
<CAPTION>
Non-
guarantor Guarantor
Parent subsidiaries subsidiary Consolidated
------------ ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net cash provided by (used in) operating activities................ $ 23,056 $(3,193) $ - $ 19,863
-------- ------- ---- --------
Cash flows from investing activities
Acquisitions, net of cash acquired ................................ (2,366) - - (2,366)
Purchases of property, plant and equipment......................... (8,642) - - (8,642)
-------- ------- ---- --------
Net cash used in investing activities ........................... (11,008) - - (11,008)
-------- ------- ---- --------
Cash flows from financing activities
Net borrowings from revolving debt ................................ (9,000) - - (9,000)
Repayment of long-term debt ....................................... (4,540) - - (4,540)
-------- --------
Net cash used in financing activities............................ (13,540) - - (13,540)
-------- ------- ---- --------
Effect of foreign currency rate fluctuations on cash .............. - (2) - (2)
-------- ------- ---- --------
Net decrease in cash .............................................. (1,492) (3,195) - (4,687)
Cash at beginning of period ....................................... 7,795 4,147 - 11,942
-------- ------- ---- --------
Cash at end of period ............................................. $ 6,303 $ 952 $ - $ 7,255
======== ======= ==== ========
</TABLE>
16
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD LOOKING INFORMATION
This Quarterly Report contains, and from time to time the Company expects to
make, certain forward-looking statements regarding its business, financial
condition and results of operations. In connection with the "Safe Harbor"
provisions of the Private Securities Reform Act of 1995 (the "Reform Act"), the
Company intends to caution readers that there are several important factors that
could cause the Company's actual results to differ materially from those
projected in its forward-looking statements, whether written or oral, made
herein or that may be made from time to time by or on behalf of the Company.
Readers are cautioned that such forward-looking statements are only predictions
and that actual events or results may differ materially. The Company undertakes
no obligation to publicly release the results of any revisions to the forward-
looking statements to reflect events or circumstances or to reflect the
occurrence of unanticipated events.
The Company wishes to ensure that meaningful cautionary statements accompany any
forward-looking statements in order to comply with the terms of the safe harbor
provided by the Reform Act. Accordingly, the Company has set forth a list of
important factors that could cause the Company's actual results to differ
materially from those expressed in forward-looking statements or predictions
made herein and from time to time by the Company. Specifically, the Company's
business, financial condition and results of operations could be materially
different from such forward-looking statements and predictions as a result of
(i) customer pressures that could impact sales levels and product mix, including
customer sourcing decisions, customer evaluation of market pricing on products
produced by the Company and customer cost-cutting programs; (ii) the impact on
the Company's operations and cash flows caused by labor strikes or work
stoppages at the Company's OEM customers; (iii) operational difficulties
encountered during the launch of major new OEM programs; (iv) the ability of the
Company to integrate acquisitions into its existing operations and achieve
expected cost savings; (v) the availability of funds to the Company for
strategic acquisitions and capital investments to enhance existing production
and distribution capabilities; and (vi) the ability of the Company, as well as
its vendors and customers, to address year 2000 processing issues on a timely
basis.
<TABLE>
<CAPTION>
Results of Operations
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1998 1997 1998 1997
------ ------ ------ ------
% of % of % of % of
Sales Sales Sales Sales
------ ------ ------ ------
<S> <C> <C> <C> <C>
Sales ................................................ 100.0% 100.0% 100.0% 100.0%
Gross Profit ......................................... 13.2% 15.3% 12.1% 14.5%
Selling, general and administrative expenses.......... 7.5% 6.8% 7.3% 6.9%
Income (loss) before income tax....................... (0.5)% 2.1% (1.7)% 1.3%
Net income (loss)..................................... (0.3)% 1.3% (1.0)% 0.9%
</TABLE>
17
<PAGE>
Three and Six Months Ended June 30, 1998 Compared to Three and Six Months Ended
June 30, 1997
Three Months Ended June 30, 1998 vs. Three Months Ended June 30, 1997
Revenues
The Company's sales increased by $22.9 million, or 23.6%, to $119.7 million
in the three month period ended June 30, 1998, compared to $96.8 million in the
three month period ended June 30, 1997. The increase in sales was primarily the
result of the 1997 acquisitions of Goodyear-Jackson and the Plastics Division of
Eagle-Picher in July and Owens-Corning Brazil in September, along with the
Livingston acquisition in January 1998 (collectively the "Acquisitions"). These
acquisitions added sales of approximately $37.7 million in aggregate for the
three month period ended June 30, 1998.
Sales at existing Cambridge facilities decreased $14.8 million, resulting
from: the adverse impact of the General Motors work stoppages in the United
States, Canada and Mexico, changes in product mix due to the build out of the
Honda bumper and sunshades, and lower volumes on the Viper, Jeep and Ford's
Taurus/Sable wagon load floors. These decreases were offset, in part, by the
volumes associated with the launch of GMX130 (Grand Am) and Cadillac S5S,
increased volumes (adjusted for the strike) on C-5 Corvette, Ford 4.6L Rocker
Arm Cover, PN 96 Fan Shroud, Ford Cross-Car Beam, GMT 530, Volvo, Ford Ranger
Splash, Kenworth T-2000 and Freightliner.
Gross Profit
Gross profit increased by $1.0 million or 6.8%, to $15.8 million for the second
quarter of 1998, compared to $14.8 million for the second quarter of 1997. The
increase was due in part to the Acquisitions, which added aggregate gross
profits of $3.2 million. Gross margin as a percent of sales decreased from 15.3%
in 1997 to 13.2% in 1998. The decrease can be attributed to the following: the
costs associated with plant consolidations, the adverse impact of the General
Motors work stoppages in the United States, Canada and Mexico, along with
realignment of products among the Company's divisions. Certain changes in the
Company's product mix, primarily the balancing out of the Honda bumpers, and
lower volumes on the Taurus/Sable wagon load floors and Honda sunshades,
negatively impacted gross margins. Higher volumes (adjusted for the strike) on
such programs as F-series truck, Freightliner, Volvo, Ford 4.0L CAM Cover, C-5
Corvette, Cadillac S5S, and GMX 130, partially offset the negative impact on
gross margins.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") of $9.0 million increased
to 7.5% of sales for the three months ended June 30, 1998 period, compared to
$6.6 million or 6.8% of sales for the same 1997 period. The increase in SG&A of
$2.4 million was due in part to the
18
<PAGE>
Acquisitions, which added SG&A costs of $1.4 million. The remaining increase in
SG&A expenses reflects the Company's continuing investment in such areas as
program management, business expansion efforts, sales and marketing, and
information systems. Additionally, the lower revenues associated with the GM
strike resulted in SG & A costs representing an increased percentage of
revenues.
Net Income
The Company recorded a net loss of $0.3 million in the 1998 period, compared
the net income of $1.3 million in the 1997 period. This decrease was the result
of the items mentioned above and an increase in interest expense of $1.6 million
to $7.7 million for the 1998 period, compared to $6.1 million for the 1997
period. The increase in interest expense for the 1998 period was primarily
attributable to the increase in debt outstanding related to the Acquisitions.
Six Months Ended June 30, 1998 vs. Six Months Ended June 30, 1997
Revenues
Sales increased by $54.3 million, or 29.1%, to $240.9 million in the six month
period ended June 30, 1998, compared to $186.6 million in the six month period
ended June 30, 1997. The increase was primarily attributable to the
Acquisitions, as well as changes in volumes on certain programs and changes in
product mix as indicated above.
Gross Profit
Gross profit increased by $2.1 million or 7.9%, to $29.1 million for 1998,
compared to $27.0 million in 1997. The increase was due in part to the
Acquisitions, which added aggregate gross profits of $4.3 million. Gross margin
as a percent of sales decreased from 14.5% in 1997 to 12.1% in 1998. The
decrease can be attributed to the following: costs associated with plant
consolidations, the adverse impact of the General Motors work stoppages in the
United States, Canada and Mexico, and costs of realignment of products among the
Company's divisions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") of $17.6 million increased
to 7.3% of sales for the six months ended June 30, 1998, compared to $12.8
million or 6.9% of sales for the same 1997 period. The increase in SG&A of $4.8
million was due in part to the Acquisitions, which added SG&A costs of $2.8
million. The remaining increase in SG&A expenses reflects the Company's
continuing investment in such areas as program management, business expansion
efforts, sales and marketing, and information systems.
Net Income
The Company recorded a net loss of $2.4 million in the 1998 period, compared the
net income of
19
<PAGE>
$1.5 million in the 1997 period. This decrease was the result of the items
mentioned above and an increase in interest expense of $3.9 million to $15.7
million for the 1998 period, compared to $11.8 million for the 1997 period. The
increase in interest expense for the 1998 period was primarily attributable to
the increase in debt outstanding related to Acquisitions.
Liquidity and Capital Resources
The Company's primary cash needs historically have been for operating expenses,
working capital, and capital expenditures. Acquisitions have been financed
through debt facilities collateralized by the Company's assets and cash flows.
Management expects future cash will be required for capital expenditures, which
management expects to approximate $23.0 million for 1998, to provide working
capital to fund the Company's future growth and to fund scheduled principal
payments under the Company's Credit Agreement.
<TABLE>
<CAPTION>
Cash Flows
Six Months Ended
June 30,
----------------
1998 1997
------ ------
<S> <C> <C>
(in thousands)
Cash flow from:
Operating activities................ 11,509 19,863
Investing activities................ (12,396) (11,008)
Financing activities ............... (953) (13,540)
Foreign Currency Fluctuations....... (81) (2)
------- -------
Net Cash Flow.......................... (1,921) (4,687)
======= =======
</TABLE>
Net cash flow from operating activities for the six month period ended June 30,
1998 was $11.5 million. Net loss for the 1998 period was $2.4 million. The non-
cash adjustments of $16.6 million primarily consisted of depreciation and
amortization of $15.1 million and a non-cash charge to income for postretirement
benefits of $1.4 million. Changes in working capital components utilized $2.6
million, primarily the result of timing of collections on trade accounts
receivable and payments of accounts payable and accrued interest, as well as an
increase in reimbursable tooling as the Company awaits customer approvals on the
Viper, Volvo L-5, Ford PN96, Kenworth T2000, Ford H215, Ford HN190, GMT800 and
GM H-Car.
Net cash flow from operating activities for the six month period ended June 30,
1997 was $19.9 million. Net income for the 1997 period was $1.5 million. The
non-cash adjustments of $15.0 million consisted of depreciation and amortization
of $11.0 million and non-cash charges to income for postretirement benefits and
deferred income taxes of $1.2 million and $2.9 million, respectively. Changes in
working capital components provided $3.3 million, primarily the result of the
timing payments of accounts payable and accrued liabilities offset by an
increase in reimbursable tooling.
The Company spent approximately $11.6 million for the six month period ended
June 30, 1998 in comparison to approximately $8.6 million for the six month
period ended June 30, 1997 on capital items. Such capital items in the 1998
period primarily relate to the GMT 800, Ford PN96, Flax PP Line, Volvo L-5
program, and various equipment upgrades.
20
<PAGE>
Acquisitions of $0.8 million in the six month period ended June 30, 1998 relate
to Livingston; while acquisitions of $2.3 million in the 1997 Period relate to
APX. The $2.5 million purchase price of Livingston consisted of $0.6 million
due upon closing and a $1.6 million seller note and acquisition costs of $0.3
million.
The Company anticipates pursuing additional strategic alliances and acquisitions
in the future. Management anticipates that acquisition activity will be funded
by additional indebtedness.
Total Debt
At June 30, 1998, the following summarizes the debt outstanding and unused
credit availability (in thousands):
<TABLE>
<CAPTION>
Total Amount Unused
Commitment Outstanding Availability
---------- ----------- ------------
<S> <C> <C> <C>
Revolving Credit $ 75,000 $ 15,500 $59,500
Term Debt 205,000 201,325 0
Bonds 100,000 100,000 0
Capital Leases and Seller notes 7,457 7,457 0
-------- -------- -------
Total $387,457 $324,282 $59,500
======== ======== =======
</TABLE>
The Credit Agreement provides the Company with borrowing capacity of up to
$280.0 million. The Credit Agreement consists of $205.0 million in aggregate
principal amount of term loans and a $75.0 million revolving credit facility
available for working capital and general corporate purposes. The A Term Loans
and B Term Loans of the Credit Agreement will mature on the fifth and eighth
anniversary of the initial borrowing, respectively, and will require annual
principal payments (payable in quarterly installments) totaling approximately
$7.4 million in 1998, $13.9 million in 1999, $16.4 million in 2000, $21.4
million in 2001, $34.0 million in 2002, $35.0 million in 2003, $40.0 million in
2004 and $37.1 million in 2005. The revolving credit portion of the Credit
Agreement will mature on the fifth anniversary of the initial borrowing. The
interest rate under the Credit Agreement is based on the Eurodollar rate plus
the applicable Eurodollar margin. The Credit Agreement contains restrictive
covenants which, among other things, limit the incurrence of additional
indebtedness, dividends, transactions with affiliates, assets sales,
acquisitions, mergers and consolidations, prepayments of other indebtedness,
liens and encumbrances, capital expenditures and other matters customarily
restricted in such agreements.
The Company believes that, based on current levels of operations and anticipated
growth, its cash from operations, together with other available sources of
liquidity, including borrowings under the Credit Agreement, will be sufficient
over the next several years to make required payments of principal and interest
on its obligation due on the Notes and under the Credit Agreement, permit
anticipated capital expenditures and fund working capital requirements.
21
<PAGE>
Impact of the General Motors Strike
As of the date of this filing, the strike at General Motors was reported to be
resolved. GM is a significant customer representing approximately 25% of
forecasted 1998 revenues. The strike continued through late July, and as a
result, third quarter 1998 revenues will be negatively impacted. It remains
uncertain whether these reduced revenues will be recovered as GM resumes
production. Even if these revenues are recovered, the Company anticipates a
negative impact on third quarter margins due to incremental costs that will be
incurred to resume production as well as the impact of lost productivity in
July. As a result of the strike, the potential exists that certain financial
ratio tests contained in covenants of the Credit Agreement will be violated in
the third quarter. The Company has communicated this possibility to its bank and
if necessary, intends to obtain waivers or amendments to the Credit Agreement to
cure any covenant violations. Based on discussions to date with the bank,
management believes that a waiver or amendment to the Credit Agreement will be
obtained, although the Company has not yet obtained a commitment from the bank.
Year 2000 Compliance
The Company is aware of the issues associated with the programming code in
existing computer and other operating systems as the millennium (year 2000)
approaches. The issue is whether the date sensitive information within the
various operating systems will properly recognize the date when the year changes
to 2000. Systems that do not properly recognize such information could generate
erroneous data or cause a system to fail.
The Company is utilizing both internal and external resources to identify,
modify and test the systems for the year 2000 compliance. The Company has
completed an inventory of its hardware and software, including that associated
with its manufacturing operations and infrastructure, and has developed plans
for remediation or replacement of non-complaint systems. The Company is
currently implementing its year 2000 plan, and anticipates that all
reprogramming and replacement efforts will be completed by early 1999. The
Company expects to test reprogrammed and replaced software and systems during
1999, and believes its current plans allow adequate time for testing.
The Company has incurred $0.1 million to date in its Year 2000 efforts and
anticipates incurring an additional $0.9 million to fully address Year 2000
issues. Such costs will be expensed as incurred. The Company anticipates that it
will incur $0.1 million to replace certain non-compliant hardware (such as PC's
and peripheral equipment); these amounts will be capitalized in accordance with
the Company's accounting policies for such equipment.
The Company's Year 2000 plans include assessment of issues that may arise from
its suppliers and customers. The Company has surveyed its key suppliers to
determine their level of readiness. Management intends to monitor the readiness
of its key suppliers and to arrange alternative sources of supply for those that
are assessed to represent an unacceptable risk for disruption in ability to
supply the Company's needs.
The Company is also subject to the risk that its significant customers will not
complete Year 2000 efforts timely and will experience a disruption in
operations, which could materially adversely impact the Company's financial
results. Management intends to monitor the level of readiness of its customers
however, there can be no assurance that a disruption in customer operations
will not occur.
Management intends to develop contingency plans to address risks that its own
efforts, or those of its suppliers and customers, are not sufficient to address
Year 2000 issues. Management anticipates that the contingency plan will be
completed in early 1999.
22
<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.
Cambridge Industries, Inc.
--------------------------
Date: August 14, 1998 /s/ John M. Colaianne
--------------- -----------------------------
John M. Colaianne
Chief Financial Officer
23
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1998
<PERIOD-START> JAN-01-1998 APR-01-1998
<PERIOD-END> JUN-30-1998 JUN-30-1998
<CASH> 1,867 0
<SECURITIES> 0 0
<RECEIVABLES> 69,923 0
<ALLOWANCES> 0 0
<INVENTORY> 24,774 0
<CURRENT-ASSETS> 131,017 0
<PP&E> 278,823 0
<DEPRECIATION> 80,848 0
<TOTAL-ASSETS> 356,749 0
<CURRENT-LIABILITIES> 84,856 0
<BONDS> 312,699 0
0 0
0 0
<COMMON> 1 0
<OTHER-SE> (74,988) 0
<TOTAL-LIABILITY-AND-EQUITY> 356,749 0
<SALES> 240,860 119,719
<TOTAL-REVENUES> 240,860 119,719
<CGS> 211,735 103,873
<TOTAL-COSTS> 229,370 112,883
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 15,676 7,696
<INCOME-PRETAX> (4,090) (653)
<INCOME-TAX> (1,678) (305)
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (2,412) (348)
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
