<PAGE>
FORM 10-Q/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended September 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 333-8234
TRIDENT AUTOMOTIVE PLC
(Exact name of Registrant as specified in its charter)
ENGLAND NONE
(State or other jurisdiction of (IRS Employer Identification
Incorporation or organization) Number)
2791 RESEARCH DRIVE
ROCHESTER HILLS, MICHIGAN 48309
(address of principal executive officers) (Zip Code)
(248) 299-7500
(Registrant's telephone number, including area code)
47000 LIBERTY DRIVE
WIXOM, MICHIGAN 48393
(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, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
All of the outstanding capital stock of the Registrant is held by Dura
Automotive Systems (UK) Limited.
As of September 30, 1998, the Registrant had 50,000 Ordinary Shares of
L1 each and 17,000,000 Ordinary Shares of $1 each outstanding.
<PAGE>
PART I
ITEM 1 OF PART I SET FORTH IN THE COMPANY'S REPORT ON FORM 10-Q FOR THE
PERIOD ENDED SEPTEMBER 30, 1998 PREVIOUSLY FILED ON NOVEMBER 13, 1998 IS
HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ AS FOLLOWS:
ITEM 1 - FINANCIAL INFORMATION
TRIDENT AUTOMOTIVE PLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
FKI
COMPANY PREDECESSOR
------------ -------------
SEPT. 30, MARCH 31,
1998 1998
------------ -------------
ASSETS (unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 4,875 $ 11,415
Accounts receivable, less allowance for doubtful
accounts of $1,574 and $1,745 55,721 48,875
Inventories 16,816 18,798
Other current assets 10,249 10,526
----------- -----------
Total current assets 87,661 89,614
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, NET 55,669 64,873
GOODWILL, NET 213,988 88,945
OTHER ASSETS, NET 18,568 15,398
----------- -----------
$ 375,886 $ 258,830
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 3,000 $ 1,500
Accounts payable 30,319 37,018
Accrued expenses 53,704 28,570
----------- -----------
Total current liabilities 87,023 67,088
NONCURRENT LIABILITIES:
Long-term debt, less current portion 143,673 126,300
Accrued pension and other postretirement liabilities 12,957 12,891
Other noncurrent liabilities 29,916 11,536
----------- -----------
Total liabilities 273,569 217,815
----------- -----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN SUBSIDIARY COMPANY 844 1,170
----------- -----------
REDEEMABLE U.S. DOLLAR ORDINARY SHARES:
$1 par value; 0 and 296,000 shares issued and outstanding;
valued at redemption value - 740
----------- -----------
SHAREHOLDERS' EQUITY:
Common stock -
Sterling ordinary shares; $1.70 par value; 50,000 shares
issued and outstanding 85 85
U.S. Dollar ordinary shares; $1.00 par value; 25,000,000
shares authorized; 17,000,000 and 16,704,000 shares
issued and outstanding 17,000 16,704
Additional paid-in-capital 78,157 23,556
Retained earnings 3,013 123
Cumulative translation adjustment 3,218 (1,363)
----------- -----------
Total shareholders' equity 101,473 39,105
----------- -----------
$ 375,886 $ 258,830
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of
these consolidated balance sheets.
-2-
<PAGE>
TRIDENT AUTOMOTIVE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
FKI
COMPANY PREDECESSOR
---------------------- -----------------------
Three months ended Three months ended
September 30, 1998 September 30, 1997
---------------------- -----------------------
<S> <C> <C>
Revenues $ 64,360 $ 67,701
Cost of sales 51,356 56,228
---------------------- -----------------------
Gross profit 13,004 11,473
Selling, general and administrative
expenses 5,722 8,260
Amortization expense 1,716 -
---------------------- -----------------------
Operating income 5,566 3,213
Interest expense (2,878) (256)
Interest income 65 232
Exchange gain 28 40
Other income (expense) 49 (88)
---------------------- -----------------------
Income before provision for income
taxes and minority interest 2,830 3,141
Provision for income taxes 1,357 2,742
Minority interest in loss of subsidiary 42 136
---------------------- -----------------------
Net income $ 1,515 $ 535
---------------------- -----------------------
---------------------- -----------------------
</TABLE>
The accompanying notes are an integral part of
these consolidated statements.
-3-
<PAGE>
TRIDENT AUTOMOTIVE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
TRIDENT FKI
COMPANY PREDECESSOR PREDECESSOR
---------------------- ---------------------- ----------------------
Five months ended One month ended Six months ended
September 30, 1998 April 30, 1998 September 30, 1997
---------------------- ----------------------- ----------------------
<S> <C> <C> <C>
Revenues $ 114,331 $ 26,475 $ 148,463
Cost of sales 91,490 26,184 122,793
---------------------- ----------------------- ----------------------
Gross profit 22,841 291 25,670
Selling, general and administrative
expenses 9,795 4,009 16,261
Amortization expense 2,765 389 -
---------------------- ----------------------- ----------------------
Operating income (loss) 10,281 (4,107) 9,409
Interest expense (4,918) (976) (329)
Interest income 103 24 311
Exchange gain (loss) (60) 341 (77)
Other income 61 62 100
---------------------- ----------------------- ----------------------
Income (loss) before provision
(benefit) for income taxes and
minority interest 5,467 (4,656) 9,414
Provision (benefit) for income taxes 2,500 (1,656) 3,569
Minority interest in (profit) loss of
subsidiary 46 69 (107)
---------------------- ----------------------- ----------------------
Net income (loss) $ 3,013 $ (2,931) $ 5,738
---------------------- ----------------------- ----------------------
---------------------- ----------------------- ----------------------
</TABLE>
The accompanying notes are an integral part of
these consolidated statements.
-4-
<PAGE>
TRIDENT AUTOMOTIVE PLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
TRIDENT FKI
COMPANY PREDECESSOR PREDECESSOR
------------------- ------------------ --------------------
Five months ended One month ended Six months ended
September 30, 1998 April 30, 1998 September 30, 1997
------------------- ------------------ --------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 3,013 $ (2,931) $ 5,738
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities-
Depreciation and amortization 5,827 1,456 6,534
Exchange gain (loss) 60 (341) 77
Minority interest (46) (69) 107
Changes in other operating items (23,235) 5,215 418
----------- ----------- -----------
Net cash provided by (used in) operating activities (14,381) 3,330 12,874
----------- ----------- -----------
INVESTING ACTIVITIES:
Capital expenditures, net (5,540) (2,454) (3,760)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from borrowings on revolving credit facility 27,145 2,000 -
Repayment of debt (15,500) (1,300) -
Net repayment to FKI plc - - (9,663)
----------- ----------- -----------
Net cash provided by (used in) financing activities 11,645 700 (9,663)
----------- ----------- -----------
EFFECT OF EXCHANGE RATES ON CASH 710 (550) 549
----------- ----------- -----------
NET CHANGE IN CASH AND CASH EQUIVALENTS (7,566) 1,026 -
CASH AND CASH EQUIVALENTS, beginning of period 12,441 11,415 -
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 4,875 $ 12,441 $ -
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of
these consolidated statements.
-5-
<PAGE>
TRIDENT AUTOMOTIVE PLC AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - THE COMPANY:
Trident Automotive plc (the "Company") was formed on December 12, 1997, when
it acquired substantially all of the assets and the operations of the FKI
Automotive Group from FKI plc (the "FKI Acquisition"). The aggregate
purchase price, including transaction costs, was approximately $170 million.
The FKI Acquisition was financed with $42.5 million in equity contributions,
$75 million in proceeds from a private placement of the Company's 10% Senior
Subordinated Notes due 2005 (the "Notes") and borrowings under a $105
million secured credit facility.
On April 30, 1998, the Company was acquired by Dura Automotive Systems
(UK), Ltd. ("Dura Ltd."), a wholly owned subsidiary of Dura Automotive
Systems, Inc. ("Dura") (the "Dura Acquisiton"). Dura Ltd. acquired all of
the outstanding shares of the Company for an aggregate purchase price of
approximately $87.5 million and assumed the Company's outstanding
indebtedness of approximately $128 million.
Dura Ltd. is a wholly-owned subsidiary of Dura Automotive Systems, Inc., a
Delaware corporation, which is a leading designer and manufacturer of driver
control systems, engineered mechanical components and cable-related systems
for the global automotive industry.
In connection with the Dura Acquisition, the Company's credit facility was
replaced by a new Credit Agreement (see Note 3). The initial borrowing under
the Credit Agreement occurred concurrent with the Dura Acquisition.
The Dura Acquisition constituted a change of control as defined by the
Company's Notes Indenture ("Indenture"). Upon the occurrence of a change of
control, each holder of the Notes may require the Company to repurchase all
or any part of the Notes held by such holder at an offer price in cash equal
to 101% of the aggregate principal amount thereof, plus accrued interest and
other specified costs to the date of repurchase. Pursuant to the terms of
the Indenture, Dura initiated a change of control offer to the holders of
the Notes on May 8, 1998. No holders tended their Notes.
The FKI Acquisition and the Dura Acquisition were both accounted for using
the purchase method of accounting. Accordingly, the assets and liabilities
at each of the acquisition dates were recorded at their fair value. The
excess of the respective purchase prices was recorded as goodwill and is
being amortized over forty years. In the accompanying consolidated financial
statements, for the period prior to December 12, 1997, the Company is
referred to as the FKI Predecessor. For the period from December 12, 1997 to
April 30, 1998, the Company is referred to as the Trident Predecessor. The
accompanying consolidated financial statements have been prepared by the
Company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. The information furnished in the
consolidated financial statements includes normal recurring adjustments and
reflects all adjustments which are, in the opinion of management, necessary
for a fair presentation of such financial statements. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although the
Company believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these consolidated financial
statements be read in conjunction with the Company's audited financial
statements and the notes thereto included in the Company's Annual Report on
Form 10-K for its fiscal year ended March 31, 1998.
-6-
<PAGE>
NOTE 1 - THE COMPANY (continued):
Revenues and operating results for the one month ended April 30, 1998 and
the five months ended September 30, 1998, are not necessarily indicative of
the results to be expected for the full year.
The following unaudited pro forma financial information for the six months
ended September 30, 1998 and 1997 give effect to the Dura Acquisition as if
it had occurred at the beginning of the periods. The unaudited pro forma
information does not purport to represent what the Company's result of
operations would actually have been if such transaction in fact had occurred
at such date nor to project the Company's results of future operations (in
thousands):
<TABLE>
<CAPTION>
Six Months Ended September 30,
-------------------------------------------------
1998 1997
------------------------ ---------------------
<S> <C> <C>
Revenues $ 140,806 $ 148,463
------------------------ ---------------------
------------------------ ---------------------
Operating income $ 6,695 $ 6,823
------------------------ ---------------------
------------------------ ---------------------
Net income $ 542 $ 60
------------------------ ---------------------
------------------------ ---------------------
</TABLE>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Inventories--Inventories are valued at the lower of cost or market on a
first-in, first-out (FIFO) basis. Inventories consisted of the following (in
thousands):
<TABLE>
<CAPTION>
Sept. 30, 1998 March 31, 1998
------------------- ------------------
<S> <C> <C>
Finished products $ 3,486 $ 4,158
Work-in-process 7,100 6,755
Raw materials 6,230 7,885
------------------- ------------------
Total $ 16,816 $ 18,798
------------------- ------------------
------------------- ------------------
</TABLE>
Supplemental Cash Flow Information--The Company paid cash in the following
amounts for interest and income taxes (in thousands):
<TABLE>
<CAPTION>
Five Months Ended One Month Ended Six Months Ended
September 30, 1998 April 30, 1998 September 30, 1997
-------------------- -------------------- --------------------
<S> <C> <C> <C>
Income taxes $ 2,789 $ - $ -
Interest 4,751 361 -
</TABLE>
-7-
<PAGE>
NOTE 3 - LONG TERM DEBT:
Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
September 30,
1998 March 31, 1998
--------------- ----------------
<S> <C> <C>
Bank Credit Agreement:
Term loan $ 50,000 $ 50,000
Revolving credit facility 15,132 2,800
Capital Leases 391 -
Notes, due 2005 81,150 75,000
--------------- ---------------
146,673 127,800
Less - current portion (3,000) (1,500)
--------------- ---------------
Total long-term debt $ 143,673 $ 126,300
--------------- ---------------
--------------- ---------------
</TABLE>
On April 30, 1998, in connection with the Dura Acquisition, Dura and the
Company entered into a new $402.5 million credit agreement (the "Credit
Agreement"). The Credit Agreement provided Dura with total revolving credit
facilities of $225 million, term loans of $100 million, an acquisition
facility of $30 million and a twelve-month interim loan of $47.5 million.
The Credit Agreement made available to the Company, as a sub-facility, a $50
million term loan, a $25 million revolving credit and letter-of-credit
facility and a $30 million acquisition facility (the "Trident
Sub-Facility"). The Credit Agreement has a term of five years and borrowings
bear interest at the lenders reference rate or the Eurocurrency rate. The
interest rate on borrowings outstanding under the Credit Agreement ranged
from 6.275% to 9.3125% as of September 30, 1998. The Credit Agreement
contains various restrictive covenants, which limit indebtedness,
investments, rental obligations and cash dividends. The Credit Agreement
also requires the Company to maintain certain financial ratios including
minimum liquidity and interest coverage. Pursuant to the terms of the Credit
Agreement, Dura and certain of its subsidiaries will provide guarantees and
collateral to support obligations owing under the Trident Sub-Facility; but,
so long as the Notes remain outstanding, neither the Company nor any of its
subsidiaries have guaranteed any obligations that are not borrowed pursuant
to the Trident Sub-Facility. Under the terms of the Credit Agreement, an
event of default by Dura also causes an event of default under the Trident
Sub-Facility. The Company and Dura were in compliance with the covenants as
of September 30, 1998. The assets of the Company have been pledged as
collateral to secure borrowings under the Trident Sub-Facility.
The Credit Agreement provides the Company with the ability to denominate its
revolving credit borrowings in foreign currencies. As of September 30, 1998,
$11.5 million of borrowings were denominated in US dollars, $2.4 million
were denominated in British pound sterling and $1.2 million were denominated
in Canadian dollars.
The Notes were issued on December 12, 1997, concurrent with the FKI
Acquisition. Interest is payable semi-annually on June 15 and December 15 of
each year. As further discussed in Note 5, the Notes are guaranteed by
certain subsidiaries of the Company.
-8-
<PAGE>
NOTE 4 - ACCOUNTING CHANGES
Effective April 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income." This statement established standards for reporting
and display of comprehensive income and its components. Comprehensive income
reflects the change in equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. For
the Company, comprehensive income represents net income adjusted for foreign
currency translation adjustments. Comprehensive income was approximately
$2.9 million for the combined six months ended September 30, 1998 and $8.0
million for the six months ended September 30, 1997.
During February 1998, the Financial Accounting Standards Board (the "FASB")
issued SFAS No. 132, "Employers' Disclosures about Pensions and Other
Postretirement Benefits," effective for fiscal years beginning after
December 31, 1997. SFAS No. 132 revises certain of the disclosure
requirements, but does not change the measurement or recognition of such
obligations. The adoption of SFAS No. 132 will result in revised and
additional disclosures, but will have no effect on the financial position,
results of operations, or liquidity of the Company.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" effective for years beginning after June
15, 1999. SFAS No. 133 establishes accounting and reporting standards
requiring that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded in the balance sheet as
either and asset or liability measured at its fair value. SFAS No. 133
requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge criteria are met. Special accounting for
qualifying hedges allow a derivative's gains or losses to offset related
results on the hedged item in the income statement and requires that a
company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. The Company has not yet
quantified the impacts of adopting SFAS No. 133 and has not yet determined
the timing method of adoption.
NOTE 5 - CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
The following consolidating financial information presents balance sheet,
statement of operations and cash flow information related to the Company's
businesses. Each Guarantor is a direct or indirect wholly-owned subsidiary
of Trident Automotive plc and has fully and unconditionally guaranteed, on a
joint and several basis, the Notes. The Company has not presented separate
financial statements and other disclosures concerning the Guarantors because
management believes that such information is not material. For presentation
purposes, the consolidating financial data for the one month ended April 30,
1998 and the five months ended September 30, 1998 have been combined.
-9-
<PAGE>
NOTE 5 - CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION (Continued):
CONSOLIDATING BALANCE SHEETS AS OF SEPTEMBER 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Non-
Trident Guarantor Guarantor
Automotive plc Companies Companies Eliminations Consolidated
---------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 57 $ 1,042 $ 3,776 $ - $ 4,875
Accounts receivable, net - 37,516 18,205 55,721
Inventories - 13,012 3,804 - 16,816
Due from affiliates 1,056 14,198 434 (15,688) -
Other current assets - 6,993 3,256 - 10,249
---------------- ----------- ----------- ----------- -----------
Total current assets 1,113 72,761 29,475 (15,688) 87,661
Property, plant and equipment, net - 43,674 11,995 - 55,669
Note receivable from subsidiaries - 22,281 - (22,281) -
Goodwill, net 77,134 113,150 25,207 (1,503) 213,988
Other assets, net 165,695 34,227 1,383 (182,737) 18,568
--------------- ----------- ------------ ----------- -----------
Total assets $ 243,942 $ 286,093 $ 68,060 $ (222,209) $ 375,886
---------------- ----------- ----------- ----------- -----------
---------------- ----------- ----------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 3,000 $ - $ - $ - $ 3,000
Accounts payable - 21,510 8,809 - 30,319
Accrued expenses (401) 45,408 8,697 - 53,704
Due to affiliates 11,854 2,463 1,371 (15,688) -
--------------- ----------- ----------- ----------- -----------
Total current liabilities 14,453 69,381 18,877 (15,688) 87,023
Non-current liabilities:
Long-term debt, less current portion 128,150 15,145 378 - 143,673
Note payable to Parent (3,476) 1,690 25,762 (23,976) -
Accrued pension and other postretirement
liabilities - 11,881 1,076 - 12,957
Other noncurrent liabilities 3,342 23,697 2,877 - 29,916
---------------- ----------- ----------- ----------- -----------
Total liabilities 142,469 121,794 48,970 (39,664) 273,569
Commitments and contingencies
Minority interest in subsidiary company - - 844 - 844
Shareholders' equity 101,473 164,299 18,246 (182,545) 101,473
---------------- ----------- ------------ ----------- -----------
Total liabilities and shareholders' equity $ 243,942 $ 286,093 $ 68,060 $ (222,209) $ 375,886
---------------- ----------- ----------- ----------- -----------
---------------- ----------- ----------- ----------- -----------
</TABLE>
-10-
<PAGE>
NOTE 5 - CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION (Continued):
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Non-
Trident Guarantor Guarantor
Automotive plc Companies Companies Eliminations Consolidated
-------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ - $ 110,622 $ 30,864 $ (680) $ 140,806
Cost of sales - 93,400 24,954 (680) 117,674
---------- ---------- ---------- ---------- ----------
Gross profit - 17,222 5,910 - 23,132
Selling, general and administrative expenses 33 10,393 3,378 - 13,804
Amortization expense 992 1,700 462 - 3,154
---------- ---------- ---------- ---------- ----------
Operating income (loss) (1,025) 5,129 2,070 - 6,174
Interest expense (5,588) (144) (162) - (5,894)
Interest expense-intercompany - (6,074) (934) 7,008 -
Interest income - 63 64 - 127
Interest income - intercompany - 7,008 - (7,008) -
Exchange gain (loss) - (336) 617 - 281
Equity in net income of subsidiary 4,438 1,251 - (5,689) -
Other income 1 16 106 - 123
---------- ---------- ---------- ---------- ----------
Net income (loss) before provision for
income taxes and minority interest (2,174) 6,913 1,761 (5,689) 811
Provision (benefit) for income taxes (2,256) 2,475 625 - 844
Minority interest in loss of subsidiary - - 115 - 115
---------- ---------- ---------- ---------- ----------
Net income (loss) $ 82 $ 4,438 $ 1,251 $ (5,689) $ 82
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
</TABLE>
-11-
<PAGE>
NOTE 5 - CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION (Continued):
CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
SEPTEMBER 30, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
Non-
Trident Guarantor Guarantor
Automotive plc Companies Companies Eliminations Consolidated
--------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 82 $ 4,438 $ 1,251 $ (5,689) $ 82
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities-
Depreciation and amortization 701 5,205 1,377 - 7,283
Exchange gain (loss) - 336 (617) - (281)
Minority interest - - (115) - (115)
Changes in other operating items (240) (24,145) (950) 7,315 (18,020)
--------------- ----------- ----------- ----------- -------------
Net cash provided by (used in) operating
activities 543 (14,166) 946 1,626 (11,051)
INVESTING ACTIVITIES:
Capital expenditures, net - (6,667) (1,327) - (7,994)
--------------- ----------- ----------- ----------- -------------
FINANCING ACTIVITIES:
Proceeds from borrowings under revolving credit
facility 2,000 27,145 - - 29,145
Repayment of debt (4,800) (12,000) - - (16,800)
--------------- ------------ ------------ ----------- ------------
Net cash provided by (used in) financing
activities (2,800) 15,145 - - 12,345
--------------- ------------ ------------ ----------- ------------
EFFECT OF EXCHANGE RATES ON CASH 2,019 430 (663) (1,626) 160
--------------- ------------ ----------- ----------- ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS (238) (5,258) (1,044) - (6,540)
CASH AND CASH EQUIVALENTS, beginning of period 295 6,300 4,820 - 11,415
--------------- ------------ ----------- ----------- -------------
CASH AND CASH EQUIVALENTS, end of period $ 57 $ 1,042 $ 3,776 $ - $ 4,875
--------------- ------------ ----------- ----------- -------------
--------------- ------------ ----------- ----------- -------------
</TABLE>
-12-
<PAGE>
NOTE 5 - CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL
INFORMATION (Continued):
CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Non-
Guarantor Guarantor
Companies Companies Eliminations Consolidated
---------- ---------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 34,210 $ 115,353 $ (1,100) $ 148,463
Cost of sales 29,664 94,229 (1,100) 122,793
---------- ---------- ---------- ----------
Gross profit 4,546 21,124 - 25,670
Selling, general and administrative expenses 2,582 13,679 - 16,261
---------- ---------- ---------- ----------
Operating income 1,964 7,445 - 9,409
Interest expense (19) (310) - (329)
Interest income - 311 - 311
Exchange loss (15) (62) - (77)
Other income 43 57 - 100
---------- ---------- ---------- ----------
Income before provision for income taxes 1,973 7,441 - 9,414
Provision for income taxes 857 2,712 - 3,569
Minority interest - (107) - (107)
---------- ---------- ---------- ----------
Net income $ 1,116 $ 4,622 $ - $ 5,738
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
-13-
<PAGE>
SIGNATURE
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.
TRIDENT AUTOMOTIVE PLC
Date: April 12, 1999 By /s/ Stephen E.K. Graham
---------------------------------
Stephen E.K. Graham
Secretary
-14-
