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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
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(MARK ONE)
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 333-49429-01
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PRESTOLITE ELECTRIC HOLDING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 94-3142033
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NUMBER)
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2100 COMMONWEALTH BOULEVARD, SUITE 2100, ANN ARBOR, MI 48105
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER: (734) 913-6600
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
As of March 8, 1999, there were 1,993,000 shares of the registrant's common
stock outstanding. There is no public market for the registrant's common
stock.
Documents Incorporated by Reference: None
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This annual report on Form 10-K of Prestolite Electric Holding, Inc.
(formerly known as PEI Holding, Inc.) includes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact included in this
report may contain forward-looking statements. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as
"may," "will," "expect," "intend," "estimate," "anticipate," "believe" or
"continue" or the negative thereof or variations thereon or similar
terminology. Such forward-looking statements are based upon information
currently available in which our management shares its knowledge and judgment
about factors that they believe may materially affect our performance. We make
the forward-looking statements in good faith and believe them to have a
reasonable basis. However, such statements are speculative, speak only as of
the date made and are subject to certain risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results could vary materially
from those anticipated, estimated or expected. Factors that might cause actual
results to differ materially from those in such forward-looking statements
include, but are not limited to, those discussed in Item 1. "Business--Risk
Factors" and Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations." All subsequent written and oral
statements that we make are qualified in their entirety by these factors.
Readers are urged to carefully review and consider disclosures made in this
and other reports that we file with the Securities and Exchange Commission
that discuss factors germane to our business.
PART I
Item 1. Business
We are a global manufacturer and distributor of electro-mechanical power
conversion products and systems for niche markets, including vehicle, material
handling, defense and industrial applications. Our products are primarily used
for diesel engines and electric vehicles and include alternators, starter
motors, direct current electric motors, relays, controls and battery chargers.
We sell our products primarily to the aftermarket and original equipment
manufacturers ("OEMs"). On January 22, 1998, we acquired three businesses from
a subsidiary of LucasVarity plc. As a result of the Lucas acquisition, we have
consolidated our leadership position in our primary markets, expanded our
global reach and improved our aftermarket distribution capabilities. We
conduct our business through our operating subsidiary Prestolite Electric
Incorporated and its subsidiaries.
We believe that our position in our primary markets can be attributed to the
following factors:
Product Quality and Brand Recognition. We believe our products are generally
recognized by our customers as superior based on their advanced technology,
reliability, durability and quality. We believe our primary brand names,
Leece-Neville in the heavy duty vehicle market (Butec Leece-Neville in Europe
and the Middle East), Prestolite in the material handling and industrial
markets and Hobart for battery chargers in the material handling market, are
generally recognized as being of the highest quality in their respective
markets.
Attractive Aftermarket/Original Equipment Balance. In 1998 approximately
half of our net sales were to OEM customers. The aftermarket is generally a
more stable source of sales and generates higher margins than sales to our OEM
customers. See "--Risk Factors--We depend on original equipment manufacturers,
whose businesses are cyclical." We believe that our aftermarket and original
equipment businesses are complementary and provide us with a competitive
advantage in meeting customer needs and in maintaining the high levels of
expertise necessary to compete successfully in both markets. The engineering
and manufacturing capabilities necessary to meet the requirements for original
equipment technology and quality are transferable to our aftermarket
operations. The use of our products as original components in OEM products is
a major factor in generating aftermarket demand. Further, the understanding of
replacement activity gained through the aftermarket enhances our understanding
of the needs of OEMs. See "--Market Dynamics."
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Applied Technological and Engineering Capabilities. We have built an
engineering team with in-depth design and application experience, which allows
us to introduce innovative new products and applications. Our engineers work
closely with partners at a number of major universities in the areas of
electronics, magnetics, alternative materials and product testing. Product
design, development and application are performed by dedicated engineering
teams, which work closely with customers to design products and systems that
meet each customer's specifications.
Manufacturing Excellence. We assembled our present management team following
Genstar Capital Corporation's acquisition of the company in 1991. This team
has instituted continuous improvement programs at all of our manufacturing
facilities. These programs have led to the adoption of techniques such as
synchronous manufacturing, cellular manufacturing and kanban-based just-in-
time inventory control. Changes in manufacturing methods have made floor space
available for expansion at most of our facilities. From 1992 to 1997, we
increased our sales per employee by approximately 65% and increased our sales
per square foot of manufacturing and warehouse space by approximately 160%.
Ongoing training programs for our experienced workforce are an integral part
of such continuous improvement efforts.
International Presence. We currently conduct business in the United States,
the United Kingdom, South Africa and Argentina, and have partial interests in
companies in India and Korea. Approximately 51% of our net sales in 1998 were
to customers outside of North America. As our original equipment customers
expand their manufacturing operations in foreign countries, we expect that
these customers will increasingly turn to suppliers who can support their
locally-manufactured OEM products and aftermarket presence. We believe our
global manufacturing and distribution network provides an advantage over our
competitors in servicing our North American and European customers' foreign
manufacturing operations. See "--Risk Factors--We have risks because of
foreign operations."
Products
We manufacture and distribute electro-mechanical power conversion products
and systems for heavy duty vehicles and material handling, defense, industrial
and automotive applications. We have historically manufactured alternators,
starter motors, direct current electric motors and relays and controls. We
acquired our line of battery chargers from Hobart Brothers Company in 1996,
and the 1998 Lucas acquisition added truck, bus and automotive products that
complement our historic product portfolio. Although our products are primarily
used for diesel engines, electric vehicles and automobiles, they are also used
in a broad range of industrial applications. We generally focus on
applications which are high value-added in terms of engineering or which
require special customer support.
Alternators. We manufacture alternators and regulators primarily for heavy
duty applications, generally under the Leece-Neville brand name (Butec Leece-
Neville in Europe and the Middle East), and for automotive applications.
Alternators are electric generators that produce rectified direct current.
Regulators are electronic devices that control alternator output. Alternator
output is directly related to frame size, or diameter. We manufacture
alternators in sizes ranging from 5 inches to 8-9/16 inches for use in off-
road vehicles, refrigerated trucks, trucks, generator sets, military vehicles,
buses and special purpose vehicles such as ambulances. We produce smaller
alternators for a wide variety of cars, light to medium trucks and
agricultural vehicles.
Motors. We manufacture several types of motors, including:
. A full line of starter motors which includes products designed for the
lower-end and mid-size segments of the market. In the United Kingdom,
we manufacture a range of heavy duty starter motors which are sold
primarily for trucks, buses and generator sets. Through the Lucas
acquisition we added starter motors for automobiles and light
commercial vehicles. Starter motors are the largest individual motor
category we sell.
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. Material handling motors, which are 5 to 13 inches in diameter, provide
the motive power, operate the forks and provide power steering for lift
trucks and other commercial electric vehicles. A material handling
motor is generally designed for a specific forklift truck model.
. Pump and winch motors, which are 4.5 inches in diameter, are generally
used in hydraulic pump operations and other applications such as the
lift mechanisms in tow trucks.
. A 3.3-inch diameter motor used for back-up braking systems on school
buses and certain other applications.
Relays and Controls. We manufacture relays and controls, which include
solenoids, contactors and control boxes. A solenoid is an electromagnet used
to move a plunger in and out to operate contacts that make and break electric
circuits. Our solenoid switches are typically used to control a vehicle
starter motor or a hydraulic pump motor. Contactors are similar to solenoids,
but are built for heavier duty applications and are more expensive. Our
contactors are primarily designed for material handling, defense, industrial
and telecommunications applications. A control box (called "switchgear" in the
United Kingdom), which includes solenoids and electronic circuits in an
enclosed case, assists the starting circuit of a diesel-powered vehicle. Our
control boxes are sold primarily for military applications.
Battery Chargers. We sell industrial battery chargers under the Hobart brand
name, a name recognized in the battery charger marketplace since 1917. We
acquired our battery charger business from Hobart in February 1996 to enhance
our position in the material handling market. The Hobart product range covers
all batteries customarily used in the material handling market.
Other Products. Other products we manufacture include ignition distributors
primarily for marine applications, the TrekStar line of speedometers and
odometers, in-line diesel pumps, steering columns and Thermostart brand pre-
heaters for diesel engines. We also redistribute in Argentina and South Africa
a wide range of automotive products manufactured by third parties. In the
third quarter of 1997 we sold a welding equipment business, which we had
acquired from Hobart in February 1996.
Markets
Market Dynamics
Aftermarket. The aftermarket consists of the production and sale of both new
and remanufactured parts used in the maintenance and repair of vehicles. Our
aftermarket distribution channels consist of:
. the aftermarket arms of original equipment suppliers;
. independent distributors, who supply repair shops, dealers and
retailers; and
. government agencies that directly purchase our aftermarket products.
Our newly-manufactured aftermarket products compete with remanufactured
products, which consist of used components that are reassembled into finished
products. Distribution through independent distributors is an additional
important element of the aftermarket. Although the distributors' share of the
North American and European aftermarket has declined in recent years,
independent distributors remain an important distribution channel for us.
Original Equipment. The original equipment market consists of the production
and sale of new component parts for use in the manufacture of new vehicles or
equipment. Original equipment sales are generally made to the vehicle OEM,
although some sales may be to another component manufacturer which in turn
supplies the OEM. In response to pressure to improve product quality, shorten
design cycles and reduce capital spending, production and inventory costs,
OEMs are increasingly outsourcing design and production of non-strategic
components. The original equipment market has been impacted by recent
fundamental changes in OEM sourcing strategies. OEMs are consolidating their
supplier base and are seeking suppliers which can, among other things,
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meet their shorter product design cycles, bring products to market on an
expedited basis, lower product and system costs and pass cost savings on to
the OEM. As a result, we believe that OEMs generally prefer to purchase
components from a small group of preferred suppliers. OEMs are becoming
increasingly global. OEMs are in turn requiring their preferred suppliers to
establish global production capabilities to meet their original equipment
needs as they expand internationally, and establish global distribution
networks to provide aftermarket support.
Markets Served
We sell our products to a variety of markets, including:
Heavy Duty. The heavy duty market, which represented approximately 43% of
our net sales in 1998, includes heavy duty trucks, school and shuttle buses,
emergency vehicles, off-road and special purpose vehicles, refrigerated trucks
and generator sets. Our heavy duty products are designed primarily for use
with diesel engines, generally 2.5 liters or larger. Our products
(alternators, starter motors, starter solenoids, in-line diesel pumps and the
Thermostart brand pre- heater) usually fit multiple applications with limited
or no modification for a specific application.
Automotive. The automotive and light truck market represented approximately
27% of our net sales in 1998. Products sold to automobile OEMs include starter
solenoids for light truck application in the United States, starter motors and
alternators in Argentina and South Africa and steering columns in Argentina.
Material Handling. The material handling market, which represented
approximately 17% of our net sales in 1998, includes direct current electric
motors and contactors for electric lift trucks and alternators for internal
combustion engine lift trucks. This market category also includes products
manufactured for other electrically-powered commercial vehicles, such as golf
cars. The direct current electric motors sold to the material handling market
are generally designed for specific forklift truck models.
Defense. Our products sold to the defense market include alternators,
starter motors and control boxes for use in military vehicles including tanks,
trucks, personnel carriers and the HMMWV, and are generally designed for use
with a specific diesel engine. Although the defense market has declined in
recent years, it was still responsible for approximately 7% of our net sales
in 1998.
Industrial, Marine and Other Applications. Approximately 6% of our 1998 net
sales were to a wide range of other markets. These include starter motors,
alternators and ignition distributors for marine and other applications,
contactors sold to the telecommunications market for use with backup battery
systems and direct current motors sold for a variety of industrial
applications.
Independent Distribution. A portion of sales to each of our markets are
through independent distributors. Almost all of our battery chargers are sold
to distributors, which normally purchase lift trucks, batteries and battery
chargers from separate suppliers. We have a network of automotive parts
distributors in Argentina and South Africa, many operating with a "Lucas"
franchise that includes distinctive signage and branded product. About half of
our sales through these automotive distribution networks represents products
manufactured by third parties and purchased by us for resale. Sales to
independent distributors represented approximately 37% of our 1998 net sales.
Customers and Competition
Most of our products are component parts used on diesel engines, electric
vehicles and automobiles. Vehicle components often do not last for the entire
life of the vehicle. As a result, sales are made to both aftermarket and
original equipment customers. Our sales to OEM customers represented
approximately half of our 1998 net sales, with the remaining net sales derived
from aftermarket customers.
No single customer individually accounts for more than ten percent of our
consolidated revenues.
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We operate in highly competitive markets. While no single competitor
competes with us in all of its product lines, we face significant competition
in each of our product lines. In addition, we are under constant pressure from
our major OEM customers to reduce product costs. We believe that our
experience in engineering and implementing cost reduction programs and our
ability to develop new and improved products and to control manufacturing and
development costs should allow our products and prices to remain competitive.
See "--Risk Factors--We face substantial competition."
Alternators. Delco Remy International Inc. is our principal competitor in
the North American market for truck alternators in both the OEM and
aftermarket segments. Some national and many local remanufacturers also
compete in the aftermarket. Our principal competitor in the North American
transportation refrigeration and off-road portions of the market for heavy
duty alternators is Bosch. Bosch is also our principal competitor in the
European market for truck alternators. Our principal competitors in the South
African and Argentine OEM market include Bosch and other international
corporations that import into such markets. C.E. Niehoff is our major
competitor in the market for military alternators. Our principal competitors
in the market for high-amperage (165 to 300 ampere) commercial alternators are
Lestek and Powerline. At the lower end of the heavy duty alternator market,
automotive-based designs and foreign competitors are a significant factor.
Motors. Our principal competitors in the North American and European starter
motor market are Delco and Bosch, respectively. Our principal North American
competitors in the material handling motor market are General Electric and
Advanced DC. Our principal competitors in the South African and Argentine OEM
market include Bosch and other international corporations that import into
such markets.
Relays and Controls. Principal competitors in the solenoid market are
Electromation and Automotive Controls (Echlin) in the light truck sector;
Stancor Electric (Emerson) in the heavy duty market; Stancor Electric and Clum
in the material handling market; and Stancor Electric in industrial markets.
Our principal competitors in the contactor market are Albright Engineers
(primarily in Europe), Contact Industries and, in the forklift aftermarket,
Intrupa Manufacturing.
Battery Chargers. Principal competitors in the battery charger market
include Hertner, Ferro Magnetic and Exide.
SEASONALITY, RAW MATERIALS AND BACKLOG
Our sales to OEMs accounted for approximately half of our net sales for the
year ended December 31, 1998. As a result, a significant portion of our sales
are related to the overall level of domestic and foreign new diesel and
electric vehicle production. New vehicle sales and production are cyclical and
can be affected by the strength of the economy generally or in specific
regions, by prevailing interest rates and other factors which may have an
effect on our sales. In addition, strikes, lock-outs, work stoppages or other
production interruptions in the vehicle or material handling industries may
adversely affect the demand for our products. The balance of our aftermarket
and OEM sales, as well as the diversity of our OEM markets served (both in
terms of end-use and geography), help stabilize our revenues. However, a
decline in the demand for or production of new diesel or electric vehicles,
particularly in North America, could materially adversely effect our results
of operations. See Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
Principal raw materials for our business include copper, aluminum, steel and
electronic components. All materials are readily available from a number of
suppliers, and we do not foresee any difficulty in obtaining adequate
inventory supplies.
The majority of our products are not on a backlog status. They are produced
from readily available materials and have a relatively short manufacturing
cycle.
PATENTS, TRADEMARKS AND LICENSES
We hold various patents and trademarks related to our products. No single
patent or trademark is currently of material importance to our operations. We
have applied for U.S. patents for our self-diagnostic alternator and for our
laching contactor.
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We have exclusive right to use the "Prestolite Electric" trade name for use
with motor and ignition parts through a perpetual, royalty-free license from
AlliedSignal Corporation. "Prestolite Wire" and "Prestolite Batteries" are
sold by unrelated companies. We have the use of the "Hobart" brand name for
battery chargers until February 28, 2001.
Lucas Industries plc retained all rights to the "Lucas" trade name and logo
and certain other trademarks following the Lucas acquisition. We are permitted
for a transition period to brand products sold by us in Argentina and South
Africa with certain Lucas trademarks.
On April 8, 1998, we entered into an agreement with Hitachi, Ltd., a
Japanese corporation, for a seven-year non-exclusive, non-transferable license
to manufacture and sell certain starter motors and alternators utilizing
Hitachi's proprietary technology in exchange for a one-time fee of (Yen)30.0
million (approximately $0.2 million as of that date) and royalty payments
based on the net sales of such products.
On June 24, 1998, we entered into an agreement with Ecoair Corp., a Delaware
corporation, for a 99-year non-exclusive, non-transferable license relating to
the manufacture, use and sale of alternators utilizing Ecoair's proprietary
technology in exchange for royalty payments on products produced by us
incorporating technology derived from this information.
Employees
We had approximately 2,600 employees as of December 31, 1998. There are no
collective bargaining agreements in effect with respect to any of our United
States employees. All of the employees at our Leyland, England facility and
all of the hourly and some of the salaried employees at the five facilities
acquired in the Lucas acquisition are members of unions. We have not
experienced a strike or work stoppage at any of our facilities, except in 1998
in South Africa for approximately three weeks as part of a nationwide,
industry-wide strike that included our facility. We can not assure you that a
strike or work stoppage will not occur in the future at any of our facilities.
See "--Risk Factors--We may have difficulty integrating acquired operations."
We believe that relations with our employees are excellent.
Risk Factors
In addition to other information in this annual report on Form 10-K, readers
evaluating us and our business should carefully consider the following risk
factors for our company as a whole. These risks may impair our results of
operations and business prospects. The risks set forth below and elsewhere in
this annual report on Form 10-K could cause actual results to differ
materially from those that we project.
We depend on original equipment manufacturers, whose businesses are cyclical.
Our sales to OEMs accounted for approximately half of our net sales for the
year ended December 31, 1998. As a result, a significant portion of our sales
are related to the overall level of domestic and foreign vehicle production.
New vehicle sales and production are cyclical and can be affected by the
strength of the economy generally or in specific regions, by prevailing
interest rates and other factors. In addition, strikes, lock-outs, work
stoppages or other production interruptions in the vehicle or material
handling industries may adversely affect the demand for our products. A
decline in the demand for or production of new vehicles, particularly in North
America could materially adversely affect our results of operations. In
addition, we are under increasing pressure from our major OEM customers to
reduce product costs. See Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
We may have difficulty integrating acquired operations.
In order to expand our markets and to complement our product portfolio, our
growth strategy includes acquiring other businesses. We are continually
investigating opportunities for domestic and foreign acquisitions. We cannot
assure you that future acquisitions will be on acceptable terms or that
acquired businesses will be successfully integrated. Our ability to make
future acquisitions may also be limited by our ability to obtain financing.
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Acquisitions also involve many special risks, including:
. reductions in our operating results in the periods following the
acquisition;
. diversion of management's attention;
. unanticipated problems or legal liabilities; and
. a possible reduction in earnings due to amortization of acquired
intangible assets.
Any or all of these items could materially adversely affect us. We cannot
assure you that businesses acquired in the future will achieve sales and
profitability that justify our investment or that we will be able to
successfully achieve our strategy for an acquisition, such as cost reductions.
We may also have difficulty integrating companies with unionized workforces
which we acquire in the future See"--We are highly leveraged and have
significant debts which we may be unable to pay" and "--Our debt agreements
have restrictive covenants and limitations."
We have risks because of our foreign operations.
We currently conduct business in the United States, the United Kingdom, South
Africa and Argentina, and have partial interests in companies in India and
Korea. Approximately 51% of our net sales in 1998 were to customers outside of
North America. We intend to expand our international presence through
acquisitions, including joint ventures, as well as internal growth. Adverse
results from our foreign operations could adversely affect our results of
operations. The success of our international operations will depend on numerous
factors, many of which are beyond our control, including economic and political
conditions in the countries in which we operate. In particular, Argentina and
South Africa have historically been less economically and politically stable
than the United States and the United Kingdom. International operations may
also increase our exposure to certain risks inherent in doing business outside
the United States, including slower payments cycles, unexpected changes in
regulatory requirements, potentially adverse tax consequences, restrictions on
the repatriation of profits and assets and compliance with foreign laws and
standards.
In addition, most of our employees outside of the United States are
represented by labor unions. We cannot assure you that a strike or work
stoppage will not occur or that actions taken by us will not adversely affect
our relations with our unionized employees.
We have risks related to currency fluctuations.
Due to our operations outside of the United States we experience foreign
currency exchange gains and losses. Fluctuations between the United States
dollar and other currencies may adversely affect our results of operations.
While we may engage in foreign currency hedging transactions which may moderate
the overall effect of such currency exchange rate fluctuations, we expect that
we will be affected by such fluctuations, and we cannot assure you that we will
be successful in any hedging activities. We also cannot assure you that such
exchange rate fluctuations will not cause significant fluctuations in quarterly
results of operations. See Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
We face substantial competition.
We operate in highly competitive markets. While no single company competes
with us in all of our product lines, we face significant competition in each of
our product lines. Many of our competitors are significantly larger and have
substantially greater financial and other resources and we cannot assure you
that our products will continue to compete successfully.
We may have exposure under our warranties.
We warrant to our customers that our products are defect-free and meet
certain specifications. These customers in turn often offer warranties to their
customers on the products they sell, including products of our
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OEM customers which include our products as component parts. As a result, we
receive claims and requests for payment from our customers to remedy
complaints made by the ultimate consumers. Beginning in the fourth quarter of
1995, we began to experience increased warranty claims due to a combination of
reasons, including increased sales, plant relocation activities and unexpected
product failures. We believe that the major factors contributing to these
warranty claims have been addressed. However, we cannot assure you that
additional warranty claims or requests for payment would not materially
adversely affect our results of operations. See Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
We depend on our key personnel.
Our performance depends in part upon the continued service of our executive
officers, including P. Kim Packard, our chief executive officer. The loss of
the services of any of our key employees could materially adversely affect our
results of operations. We do not maintain a "key man" life insurance policy on
any of our executives or employees. Our future success also depends on the
ability to identify, hire, train, and retain other highly qualified technical
and managerial personnel. Competition for qualified personnel is intense, and
we cannot assure you that we will be able to attract or retain necessary
personnel in the future. Failure to attract and retain the necessary technical
and managerial personnel could materially adversely affect our results of
operations.
We face environmental risks.
Our operations and properties are subject to various environmental laws. The
nature of our operations exposes us to the risk that we will be liable for
environmental matters, including off-site disposal matters. We cannot assure
you that we will not incur material costs in connection with environmental
liabilities or that the indemnities provided by the sellers of the acquired
businesses will be applicable or available.
We believe that we comply with all relevant environmental laws and that our
reserves are sufficient to cover any known environmental claims related to our
properties. Based upon our experience to date, we believe that the future cost
of compliance with existing environmental laws (or liability for known
environmental claims) will not materially adversely affect our results of
operations. However, future events may give rise to additional compliance
costs or liabilities that could materially adversely affect our results of
operations. We may be required in the future to spend material amounts to
comply with more stringent laws, as well as more vigorous enforcement policies
of regulatory agencies or stricter or different interpretations of existing
laws.
We are highly leveraged and have significant debts which we may be unable to
pay.
We have a significant amount of debt. As a result, we are highly leveraged
and have significant interest expense. In addition, subject to the
restrictions contained in the Indenture governing our senior notes and in our
bank credit facilities, we may incur additional debt from time to time to pay
for acquisitions or capital expenditures or for other purposes. As of December
31, 1998, we had $140.8 million of consolidated indebtedness outstanding and
our stockholders' deficit was approximately $8.9 million.
Our ability to make scheduled payments of principal or interest on, or to
refinance, our debt will depend on future operating performance and cash flow.
Our operating performance and cash flow are subject to prevailing economic
conditions, prevailing interest rate levels and financial, competitive,
business and other factors which may be beyond our control. The degree to
which we are leveraged could have important consequences to holders of our
senior notes, including, but not limited to, those discussed below under "--
Our debt agreements have restrictive covenants and limitations" and:
. our ability to obtain additional financing may be impaired;
. a substantial portion of our cash flow from operations must be dedicated
to paying interest on our debt which reduces funds available to us for
other purposes;
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. we are substantially more leveraged than certain of our competitors which
may place us at a competitive advantage;
. we may be hindered in our ability to adjust rapidly to changing market
conditions;
. our substantial degree of leverage may affect certain suppliers'
willingness to give us favorable payment terms; and
. our substantial leverage could make us more vulnerable in the event of an
economic downturn.
We cannot assure you that our future cash flow will be sufficient to meet
our obligations and commitments. If we cannot generate sufficient cash flow
from operations to service our debt and to meet our other obligations and
commitments, we might be required to refinance our debt or to sell assets to
obtain the funds we need. We cannot assure you that refinancings or asset
sales could be completed on a timely basis or on satisfactory terms, if at
all, or would be permitted by the terms of our credit facilities or the
Indenture. In the event that we are unable to refinance our credit facilities
or raise funds through asset sales, sales of equity securities or otherwise,
our ability to pay principal of, and interest on, our senior notes would be
adversely affected.
Our debt agreements have restrictive covenants and limitations.
Our credit facilities in the United States and United Kingdom include
certain negative covenants and restrictions on our actions including, without
limitation, restrictions on:
. making investments, loans and advances and paying of dividends and other
restricted payments;
. incurring additional debt;
. granting most liens;
. entering into mergers, consolidations and sales of all or a substantial
part of our business or property;
. selling receivables or repaying other debt; and
. guaranteeing certain obligations.
Our credit facilities also require us to meet certain financial covenants,
including maintaining capitalization levels, capitalization ratios, minimum
fixed charge coverage ratios and funded debt ratios. All of these restrictive
covenants may restrict our ability to expand or to pursue our business
strategies. Breaching any of these covenants could result in a default under
our credit facilities, in which case, debt under our credit facilities could
be declared due and payable. If we were unable to repay borrowings, the lender
could proceed against the collateral granted to it to secure that debt. This
security includes liens on our inventory, accounts receivable and general
intangibles.
In addition, our United States credit facility contains certain events of
default which are substantially similar to the events of default under the
Indenture, except that:
. our failure to pay other debt or judgments entered against us will
trigger a default at lower dollar amounts than in the Indenture;
. the failure of any security interest in collateral securing our United
States credit facility will trigger a default;
. a change of control (as defined in the Indenture) that triggers our
repurchase obligations under the Indenture will trigger a default;
. our United States credit facility prohibits the optional redemption of
our senior notes in certain circumstances; and
. our United States credit facility generally has shorter grace periods and
lower default thresholds than the Indenture.
9
<PAGE>
If the debt under our United States credit facility were to be accelerated,
we cannot assure you that we would have sufficient assets to repay all of our
debt, including our senior notes.
We may not be able to repurchase our senior notes upon a change of control.
Upon the occurrence of a change of control (as defined in the Indenture),
each holder of our senior notes may require us to purchase its senior notes at
101% of their principal amount, plus accrued and unpaid interest, if any, to
the date of repurchase. However, our United States credit facility prohibits
us from purchasing our senior notes in the event of a change of control,
unless and until all of the debt under our United States credit facility is
repaid. If we did not purchase our senior notes we would default under the
Indenture and our United States credit facility. This would permit the trustee
under the Indenture, the holders of at least 25% in principal amount of the
outstanding senior notes or the lender under our United States credit facility
to declare the principal and accrued but unpaid interest to be due and
payable. Our inability to repay the debt under our United States credit
facility, if accelerated, would also constitute an event of default under the
Indenture, which could cause an acceleration of the debt under the Indenture.
In the event of a change of control, we cannot assure you that we would have
either the ability to refinance our United States credit facility or
sufficient assets to repay our United States credit facility and our senior
notes.
We are controlled by Genstar Capital Corporation.
As of December 31, 1998, Genstar Capital Corporation owned approximately
84.9% (on a fully-diluted basis) of our common stock. Consequently, Genstar
has the ability to control our business and affairs by virtue of its ability
to elect a majority of our board of directors and its voting power with
respect to actions requiring stockholder approval. See Item 12. "Security
Ownership of Certain Beneficial Owners and Management."
Item 2. Properties
Our corporate headquarters are located at 2100 Commonwealth Boulevard, Ann
Arbor, Michigan 48105, which we lease. The phone number at that location is
(734) 913-6600. The following table sets forth certain information regarding
the major facilities we operated as of December 31, 1998:
<TABLE>
<CAPTION>
Approx. Owned/Leased
Square (Lease expiration
Location Use Feet date)
-------- --- ------- ------------------
<S> <C> <C> <C>
Ann Arbor, MI.................. Headquarters 11,000 Leased (Dec. 2003)
Ann Arbor, MI.................. Technology Center 4,500 Leased (Dec. 2003)
Arcade, NY..................... Manufacturing 342,800 Owned
Decatur, AL.................... Manufacturing 258,000 Owned
Wagoner, OK.................... Manufacturing 50,000 Leased (Apr. 1999)
Troy, OH....................... Manufacturing 160,000 Leased (Oct. 2006)
Florence, KY................... Warehouse 108,800 Leased (June 2000)
Leyland, U.K................... Manufacturing 250,000 Owned
Cardiff, U.K................... Manufacturing 15,000 Owned
Acton, U.K..................... Manufacturing 368,900 Owned
Johannesburg, South Africa..... Manufacturing 118,400 Owned
Buenos Aires, Argentina........ Manufacturing 159,000 Owned
San Lorenzo, Argentina......... Manufacturing 76,676 Owned
San Luis, Argentina............ Manufacturing 30,800 Owned
</TABLE>
We expect to renew the lease for our Wagoner, OK facility and that such
renewal will be on terms substantially similar to those under the current
lease.
We believe that we comply with all relevant environmental regulations and
that our reserves are sufficient to cover any known environmental claims
related to our properties. See Note 12 of the Notes to our Consolidated
Financial Statements.
10
<PAGE>
Item 3. Legal Proceedings
From time to time we are involved in various litigation matters arising in
the ordinary course of our business. Management believes that none of the
matters in which we are currently involved, either individually or in the
aggregate, will be material to our future financial condition or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
Market Information
There is no established public trading market for our common stock.
As of March 8, 1999, there were 1,993,000 shares of our common stock
outstanding, held by nine holders. As of March 8, 1999, there were outstanding
options to purchase up to an additional 269,340 shares of our common stock.
Dividends
From time to time we may pay dividends from funds that are legally available
to pay dividends. Our ability to declare and pay dividends on our common stock
is restricted by certain covenants in the Indenture. We intend to retain all
of our earnings to finance the development and growth of our business.
Accordingly, we do not anticipate that any dividends will be declared on our
common stock for the foreseeable future. Future payments of cash dividends, if
any, will depend on the financial condition, results of operations, business
conditions, capital requirements, restrictions contained in agreements, future
prospects and other factors deemed relevant by our board of directors.
11
<PAGE>
Item 6. Selected Financial Data
The following table sets forth our selected consolidated historical
financial data as of and for the periods indicated. The statements of
operations data for each of the fiscal years in the three-year period ended
December 31, 1998 and the balance sheet data as of December 31, 1997 and 1998
have been derived from our audited financial statements included elsewhere in
this annual report on Form 10-K. The statements of operations data for each of
the fiscal years in the two year period ended December 31, 1995 and the
balance sheet data as of December 31, 1994, 1995 and 1996 have been derived
from our audited financial statements not included in this annual report on
Form 10-K. The information in the table should be read in conjunction with
Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our Consolidated Financial Statements, including
the notes thereto, included elsewhere in this annual report on Form 10-K.
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------------
1994 1995 1996 1997 1998
--------- --------- --------- --------- ---------
(in thousands, except ratios, share and per share
amounts)
<S> <C> <C> <C> <C> <C>
Statement of Operations
Data:
Net sales............... $ 129,011 $ 131,503 $ 148,765 $ 171,700 $ 282,801
Cost of goods sold...... 102,858 106,541 120,585 137,792 224,561
Selling, general and
administrative
expenses............... 18,583 18,955 20,986 23,188 38,648
Costs associated with
option repurchase...... -- -- -- -- 2,101
Restructuring charge.... -- 3,100 56 -- 711
--------- --------- --------- --------- ---------
Operating income........ 7,570 2,907 7,138 10,720 16,780
Other expense (income)
(a).................... 544 203 108 210 (64)
Interest expense........ 3,360 4,282 5,313 5,384 13,494
--------- --------- --------- --------- ---------
Income (loss) from
continuing operations
before income taxes and
extraordinary items.... $ 3,666 $ (1,578) $ 1,717 $ 5,126 $ 3,350
Provision for income
taxes.................. 480 630 (2,314) 2,303 1,845
--------- --------- --------- --------- ---------
Income (loss) from
continuing operations
before extraordinary
items.................. $ 3,186 $ (2,208) $ 4,031 $ 2,823 $ 1,505
========= ========= ========= ========= =========
Earnings per common
share from continuing
operations before
extraordinary items
(b):
Basic................. $ 0.96 $ (0.64) $ 1.17 $ 0.82 $ 0.71
Diluted............... $ 0.94 $ (0.64) $ 1.13 $ 0.78 $ 0.67
Shares used in computing
earnings per share (b):
Basic................. 3,301,940 3,466,740 3,454,740 3,446,740 2,111,812
Diluted............... 3,401,400 3,466,740 3,553,800 3,628,020 2,231,273
Balance Sheet Data (at
end of period):
Working capital
(excluding debt)....... $ 24,920 $ 25,486 $ 29,567 $ 31,588 $ 55,527
Total assets............ 72,366 72,473 93,604 88,685 188,147
Total debt.............. 36,548 40,451 46,514 42,930 140,752
Stockholders' equity.... 15,605 13,273 18,018 18,943 (8,918)
Other Data:
EBITDA (c).............. $ 11,041 $ 10,354 $ 12,332 $ 16,011 $ 31,442
Cash flow from operating
activities............. 1,100 1,447 2,560 7,479 1,098
Cash flow from investing
activities............. (2,667) (5,035) (10,336) 1,483 (58,381)
Cash flow from financing
activities............. 1,786 3,789 8,032 (9,582) 57,557
Ratio of earnings to
fixed charges (d)...... 1.9x -- 1.3x 1.8x 1.2x
</TABLE>
- --------
(a) Other expense (income) in 1998 consists primarily of pension expense for
inactive United States defined benefit pension plans, gains on the sale of
fixed assets, interest income and losses related to the sale of
unconsolidated affiliates, and in all other years consists primarily of
operating costs of idle facilities.
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<PAGE>
(b) Earnings per common share and shares used in the computation reflect the
20-for-1 stock split effective March 25, 1998.
(c) EBITDA for any period is calculated as the sum of income (loss) from
continuing operations plus the following to the extent deducted in
calculating such net income:
. minority interest;
. interest expense;
. income tax expense;
. depreciation expense;
. amortization expense; and
. extraordinary items and restructuring charges and in 1998 charges
associated with the repurchase of stock options.
We consider EBITDA to be a widely accepted financial indicator of a
company's ability to service debt, fund capital expenditures and expand its
business; however, EBITDA is not calculated the same by all companies and
is not a measurement required by generally accepted accounting principles.
EBITDA should not be considered by an investor as an alternative to net
income, as an indicator of our operating performance or as an alternative
to cash flow (as defined in accordance with generally accepted accounting
principles) as a measure of liquidity.
(d) For purposes of computing the ratio of earnings to fixed charges, earnings
include income before income taxes, discontinued operations and
extraordinary items plus fixed charges. Fixed charges consist of interest
expense and 33% of rental expense (deemed by management to be
representative of the interest factor of rental payments). Earnings were
insufficient to cover fixed charges in 1995 by approximately $1.6 million.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We manufacture alternators, starter motors, direct current motors, battery
chargers, and switching devices. These are supplied under the Prestolite,
Leece-Neville, Hobart, Lucas, Indiel and Butec brand names for original
equipment and aftermarket application on a variety of vehicles and industrial
equipment. "Hobart" is used under license from a subsidiary of Illinois Tool
Works, Inc. "Lucas" is used under license from a subsidiary of LucasVarity
plc. Most of our products are component parts used on diesel engines,
automobiles and electric vehicles. These components are sold to both
aftermarket and OEM customers. We sell our products to a variety of markets,
in terms of both end-use and geography.
In January 1998, we acquired three businesses from a subsidiary of
LucasVarity plc. These businesses operate in England, South Africa, and
Argentina. As summarized in Note 2 to the financial statements, these
businesses were purchased for approximately $44.3 million, net of cash
acquired and including the assumption of $3.2 million in debt, plus certain
future obligations. Those future obligations included a payment of
approximately $1.4 million during 1998 for inventory and transition assistance
in the United Kingdom; as well as up to $19.0 million contingent on certain
events in Argentina, of which approximately $1.1 million was paid in 1998 and
of which approximately $11.5 million remained as of December 31, 1998.
Including the acquired businesses' sales, more than half of our sales are
outside the United States.
The Lucas acquisition was financed from the sale of $125.0 million of 9.625%
senior notes due 2008, issued under Rule 144A of the Securities Act of 1933,
as amended. Proceeds from the offering of our senior notes were also used to
repay existing debt in the United States and United Kingdom, to repurchase all
of the warrants issued to holders of our subordinated debt, to repurchase 40%
of our common stock held by Genstar Capital Corporation, and to repurchase
8.5% of our common stock and 40% of options to purchase our common stock held
by management. The total expenditure for the repurchase of these securities
was approximately $29.7 million.
13
<PAGE>
Results of Operations
Year Ended December 31, 1998 Compared to Year Ended December 31, 1997
Net sales were $282.8 million in 1998, an increase of $111.1 million, or
64.7%, from $171.7 million in 1997. The Lucas acquisition was responsible for
the increase in net sales. Compared to pro forma results for 1997 to include
the Lucas acquisition, net sales decreased by $17.5 million or 5.8%. From pro
forma 1997 levels, 1998 net sales declined in Argentina by $10.5 million or
15.6%; in the United Kingdom by $3.9 million or 5.0%; and in South Africa by
$2.8 million or 18.2%. Compared to 1997 pro forma levels, 1998 net sales
increased in the United States by $0.7 million or 0.5%. Net sales to the U.S.
defense market decreased by $7.0 million or 35.3% while non-defense sales in
the U.S. increased by $7.7 million or 6.2%.
Gross profit was $58.2 million in 1998, an increase of $24.3 million, or
71.7%, from $33.9 million in 1997. Compared to pro forma results for 1997 to
include the Lucas acquisition, gross profit increased $4.6 million, or 8.6%,
from $53.6 million. Cost cutting, particularly in Argentina and the United
Kingdom, was primarily responsible for the improvement in gross margin from
pro forma 1997 results. These efforts included reducing duplicative overhead
by combining our existing United Kingdom operations with the business
purchased from Lucas and reducing fixed and variable costs in Argentina. Lower
material costs, improved labor productivity in the United States and favorable
product mix also contributed to the improvement from 1997 pro forma and 1997
actual gross profit percentages.
Selling, general, and administrative expense was $38.6 million in 1998, an
increase of $15.4 million, or 66.7%, from $23.2 million in 1997. This increase
was due to the Lucas acquisition. Compared to pro forma results for 1997 to
include the Lucas acquisition, these expenses decreased by $2.3 million, or
5.7%, from $41.0 million. The reduction in selling, general, and
administrative expense as compared to the 1997 pro forma results reflects the
benefit of integrating the businesses acquired in the Lucas acquisition. The
spending reductions were partly offset by the reduction in certain subsidies
provided to our Argentina subsidiary. These subsidiaries declined to $2.8
million in 1998 from $4.2 million in 1997 on a pro forma basis.
We recorded a $2.1 million charge in January of 1998 to reflect our
repurchase from management of 40% of then-outstanding options to purchase our
common stock. We also recorded a charge in 1998 of $0.7 million to cover
severance payments, related to restructuring activities at our facilities in
Leyland, England and Decatur, Alabama. Of this total, $0.5 million was spent
in 1998 and $0.2 million is expected to be spent in the first quarter of 1999.
Pro forma results for 1997 include redundancy costs of $1.7 million incurred
by the former Lucas operations.
Operating income in 1998 was $16.8 million, an increase of $6.1 million, or
56.5%, from $10.7 million in 1997 due to the factors discussed above.
Operating income as a percentage of net sales was 5.9% in 1998, compared to
6.2% in 1997. On a pro forma basis to include the Lucas acquisition, 1997
operating income was $11.0 million, or 3.7% of net sales.
Other income in 1998 was $64,000, versus other expense in 1997 of $210,000,
and other income in 1997 of $438,000 on a pro forma basis. These items in 1998
primarily consisted of pension expense for inactive United States defined
benefit pension plans, gains on the sale of fixed assets, interest income and
losses related to the sale of unconsolidated affiliates, and in 1997 primarily
of operating costs of idle facilities.
Interest expense was $13.5 million in 1998, an increase of $8.1 million, or
150.0%, from $5.4 million in 1997. This increase is due to the incurrence of
additional debt in connection with the Lucas acquisition and the repurchase of
shares, options and warrants in the first quarter of 1998. See Item 13.
"Certain Relationships and Related Transactions--The Recapitalization."
Provision for income taxes was $1.8 million in 1998 compared to $2.3 million
in 1997. The decrease in income taxes largely resulted from a decrease in
income from continuing operations, before income taxes, offset partially by an
increase in effective tax rates due primarily to higher effective tax rates in
the foreign jurisdictions in which we operate. Our effective tax rate was 55%
for the period.
14
<PAGE>
In conjunction with the incurrence of additional debt, the refinancing of
our existing debt and the repurchase of warrants, we recorded an extraordinary
item of $1.3 million net-of-tax in 1998. On a pre-tax basis this charge
covered $728,000 in debt prepayment fees, $335,000 for the write-off of
unamortized financing costs, $733,000 to write off the unamortized discount on
subordinated debt and $195,000 related to the repurchase of warrants. See Item
13. "Certain Relationships and Related Transactions--The Recapitalization."
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Net sales were $171.7 million for 1997, an increase of $22.9 million, or
15.4%, from $148.8 million in 1996. We experienced increased net sales in each
of our major markets in 1997. The increase in net sales was also positively
affected by the inclusion of twelve months of battery charger sales in 1997
compared with ten months of battery charger sales in 1996.
Gross profit was $33.9 million in 1997, an increase of $5.7 million, or
20.3%, from $28.2 million in 1996. As a percentage of net sales, gross profit
was 19.7% and 18.9%, respectively. Gross profit increased primarily due to
productivity improvements and increased sales volume. Gross profit was
adversely affected by warranty expense of $8.4 million in 1997 compared with
$4.2 million in 1996. We believe that approximately $2.4 million of the
warranty expenses recorded during 1997 were non-recurring in nature, stemming
from actions that occurred during and because of production relocation.
Warranty costs declined after the fourth quarter of 1997. See Item 1.
"Business--Risk Factors--We may have exposure under our warranties."
Selling, general and administrative expenses were $23.2 million in 1997, an
increase of $2.2 million, or 10.5%, from $21.0 million in 1996. As a
percentage of net sales, these expenses decreased to 13.5% in 1997 from 14.1%
in 1996. In addition to modest increases resulting from inflation and the
increased level of sales, selling, general and administrative expenses in 1997
included increases from 1996 of $0.6 million for bonus expense; $0.4 million
for consulting, legal and audit expenses; and $0.5 million related to twelve
months of ownership of the battery charger business in 1997 compared with ten
months in 1996.
Operating income was $10.7 million in 1997, an increase of $3.6 million, or
50.2%, from $7.1 million for 1996 due to the factors discussed above.
Operating income as a percentage of net sales was 6.2% in 1997, compared to
4.8% in 1996.
Interest expense was $5.4 million in 1997, an increase of $0.1 million, or
1.3%, from $5.3 million in 1996. Interest expense increased because of
increases in borrowings associated with the acquisition of the Hobart battery
charger business and to fund increased working capital requirements associated
with increased net sales.
Income tax expense was $2.3 million in 1997, an increase of $4.6 million
from $2.3 million of income in 1996. Our effective tax rate was 45% for the
period.
Performance by Business Segment
During 1998 we organized our business into three divisions. While the three
divisions bear the names of their principal markets, no division sells
exclusively into its target market. Further, each division has some sales into
the target markets of the other divisions.
. Heavy Duty Systems Division. This division produces alternators, starter
motors, inline pumps, control boxes and other products, primarily for
installation on diesel engines used in the heavy duty, defense, marine
and industrial markets. The division's major facilities are in Arcade,
NY, Florence, KY, Acton, England and Leyland, England.
. Electric Vehicle Systems Division. This division produces motors
(including starter motors, material handling motors, pump and winch
motors), controls (including contactors, solenoids, relays, distributors
and control boxes), battery chargers and other products. The division's
major facilities are in Decatur, AL, Wagoner, OK, Florence, KY and
Leyland, England. These products are sold into many
15
<PAGE>
of the same markets as the products of our Heavy Duty Systems Division.
In addition, the products of our Electrical Vehicles Systems Division
are sold into the material handling market for installation on or use in
conjunction with lift trucks and other electric vehicles, into the truck
accessory market for use in winches, snow plow lifts and other
applications and into the telecommunications market where contactors are
used in battery backup systems.
. Automotive Systems Division. This division manufactures automotive
components, primarily automotive alternators and starter motors. The
division's major facilities are in South Africa and Argentina. The
Argentina operation also manufactures steering columns and distributors.
Some of the products of this division are also sold into the heavy duty
and material handling markets. In both South Africa and Argentina about
half of our sales are to the automotive aftermarket and about half of
those aftermarket sales are products that are purchased for resale. Our
Automotive Systems Division was acquired as part of the Lucas
acquisition in January 1998.
Our Heavy Duty Systems Division and Electric Vehicle Systems Division each
operate from our facilities in Florence, KY and in Leyland, England. We have
not yet completed our allocation of the assets in those facilities between the
two divisions. As a result, asset data by division is not currently available.
Our principal internal measure of division profitability is earnings before
interest, taxes, depreciation and amortization ("EBITDA"). Corporate overhead,
restructuring charges, and certain other items are not allocated to our
divisions.
Net sales of our Heavy Duty Systems Division increased to $135.6 million in
1998 from $90.4 million in 1997. EBITDA of our Heavy Duty Systems Division
increased to $21.2 million, or 15.6% of net sales, in 1998, from $11.0 million,
or 12.1% of net sales, in 1997. These increases resulted from our acquisition
of Lucas' Heavy Duty Products Division in the United Kingdom and savings
generated by combining the acquired business and our United Kingdom operations.
Net sales of our Electric Vehicle Systems Division decreased to $78.4 million
in 1998 from $81.3 million in 1997. EBITDA of our Electric Vehicle Systems
Division decreased to $10.3 million, or 13.1% of net sales, in 1998, from $11.5
million, or 14.3% of net sales, in 1997. These decreases resulted from one of
our European customers discontinuing a forklift model for which we supplied
motors, another European customer changing primary motor suppliers and the
United States government reducing purchases of control boxes and starter
motors.
Net sales of our Automotive Systems Division were $68.8 million in 1998.
EBITDA of our Automotive Systems Division was $6.4 million in 1998. We acquired
our Automotive Systems Division as part of the Lucas acquisition in January
1998.
Liquidity and Capital Resources
Cash generated from operating activities during 1998 was $1.1 million (net of
$5.2 million spent on redundancy costs during the period of which $4.6 million
was charged to the reserve established in connection with the Lucas
acquisition). For 1998, capital spending totaled $12.1 million, as compared
with total capital spending of $5.6 million in 1997. Capital spending in the
United States was $6.4 million in 1998 as compared to $4.1 million in 1997, an
increase of $2.3 million. Capital spending in the United Kingdom was $3.4
million in 1998, as compared to $0.9 million in 1997, primarily because of
spending on the consolidation of the businesses acquired in the Lucas
acquisition with our previously existing businesses in the United Kingdom.
Capital spending in Argentina and South Africa (both businesses acquired in the
Lucas acquisition) was $1.5 million and $0.7 million, respectively. Capital
expenditures for 1999 are expected to be approximately $10.0 million. Planned
capital expenditures consist primarily of expenditures to reduce costs through
automation, replace existing equipment and enable us to manufacture new
products. We also expect to spend approximately $2.8 million in 1999 on
redundancy costs, to be charged to the reserve established in connection with
the Lucas acquisition.
16
<PAGE>
In connection with the acquisition of our Argentina operations from Lucas in
January 1998 we agreed to certain future obligations to Lucas. Remaining
obligations include post-closing payments to Lucas of up to $3.0 million upon
the collection of certain receivables expected to be collected in 1999, 2000
and 2001, up to $4.9 million contingent upon the collection of certain fully-
reserved receivables and up to $6.6 million contingent upon the achievement by
our Argentina subsidiary of certain earnings targets in 1999 and 2000.
Aggregate payments in 1998 totaled $1.1 million for receivables collected. Any
of these contingent payments are expected to be paid from the collection of
the receivables or from such earnings.
Debt, net of cash, increased from $42.4 million at December 31, 1997 to
$139.9 million at December 31, 1998, an increase of $97.5 million. The
increase was due to the issuance of $125.0 million of senior notes on January
22, 1998 and the use of part of the proceeds to effect the Lucas acquisition,
refinance existing indebtedness and repurchase securities. We had revolving
credit facilities with banks in the United States and United Kingdom under
which additional borrowings of $14.1 million and $1.6 million ((Pounds)1.0
million) were available based on the December 31, 1998 levels of receivables
(United States and United Kingdom) and inventory (United States only) which
are pledged to support that debt. In Argentina and South Africa we have
arrangements with several banks permitting discount or borrowing against
receivables. Total available credit in Argentina and South Africa as of
December 31, 1997 was approximately $7.0 million.
We expect our liquidity needs to consist primarily of working capital needs
and scheduled payments of principal and interest on our indebtedness,
including the senior notes and any indebtedness that may be outstanding from
time to time under our revolving credit facilities. We expect our short-term
liquidity needs to be provided by operating cash flows and borrowings under
our revolving credit facilities. We expect to fund our long term liquidity
needs from our operating cash flows, the issuance of debt and/or equity
securities and bank borrowings. We believe that cash flows from operations,
our existing cash balances and amounts available under our revolving credit
facilities will be adequate to meet our anticipated requirements for working
capital, planned capital expenditures, investments, and principal and interest
payments on debt for at least the next twelve months. Estimates as to working
capital needs and other expenditures may be materially affected if the
foregoing sources are not available or do not otherwise provide sufficient
funds to meet our obligations.
YEAR 2000
Currently, many automated systems and software products are coded to accept
only two digit entries in the date code field. These date code fields will
need to accept four digit entries or otherwise be modified to distinguish 21st
century dates from 20th century dates. As a result, many companies'
information systems and software need to be upgraded or replaced in order to
function correctly after December 31, 1999.
We have completed our Year 2000 assessments of our information technology
and embedded systems, and are continuing efforts to prepare our systems and
applications for the Year 2000 as part of a larger, general program to enhance
all of our computer systems. The Year 2000 element of these efforts consists
primarily of installing or upgrading enterprise resource planning systems to
be Year 2000 compliant at our United States, United Kingdom and Argentina
facilities, and ensuring compliance by an outside service bureau utilized by
our South African facility. Remediation efforts in the United States are more
than 95% complete as of December 31, 1998 and all actions are expected to be
completed and all systems are expected to be updated by early 1999. Because
the majority of our operations outside of the United States were acquired in
early 1998 and these operations were not Year 2000 compliant, our efforts to
deal with the Year 2000 issue outside the United states are further from
completion than our domestic programs. In Argentina a new system has been
selected and installation begun. In the United Kingdom a system used in two
locations is being replaced, while the system in use at a third location is
being upgraded for Year 2000 compliance. We expect all of our efforts outside
the United States to be completed and tested by July 31, 1999. We expect that
the material aspects of system upgrades and remediation efforts at all of our
facilities will be completed and accordingly will be Year 2000 compliant prior
to December 31, 1999. In addition, we have reviewed our product base and
believe that our products will not be affected by Year 2000 issues.
17
<PAGE>
In connection with the overall computer enhancement program, including Year
2000 compliance, we expect to incur aggregate internal and third-party costs
of approximately $3.0 million, of which approximately $1.6 million had been
incurred as of December 31, 1998. These costs include approximately $0.5
million related to in-house efforts to enhance the performance of our United
States warehousing systems, approximately $1.0 million for each of the United
Kingdom and Argentina software conversions and approximately $0.5 million
related to ancillary Year 2000 remediation efforts.
We rely on third party vendors and service providers for certain products
and services, including certain data processing capabilities. We are
communicating with our principal vendors and service providers to assess the
Year 2000 readiness of their products and services. Responses indicate that
our significant providers currently have compliant versions available or are
well into the renovation and testing phases with completion scheduled prior to
December 31, 1999. However, we can give no guarantee that the systems of these
vendors and service providers on which we rely will be timely Year 2000
compliant. Our contingency planning for Year 2000 issues relates primarily to
securing backup vendors (which have been identified for key purchased
products) and the possibility of stockpiling raw materials. Contingency
planning will continue throughout 1999 and our plans will be modified based
upon the progress of our remediation efforts, system updates and installations
and based upon our communications with selected suppliers.
While we believe that the estimated cost of becoming Year 2000 compliant
will not be significant to our results of operations, failure to complete all
the work in a timely manner could have a material adverse effect on our
results of operations. While we expect all planned work to be completed, we
cannot guarantee that all systems will be in compliance by the Year 2000, that
the systems of suppliers and other companies and government agencies on which
we rely will be converted in a timely manner or that our contingency planning
will be able to fully address all potential interruptions. Therefore, date-
related issues could cause delays in our ability to produce or ship our
products, process transactions or otherwise conduct business in any of our
markets.
Net Operating Losses
At December 31, 1998 we had net operating loss carryforwards for tax
reporting purposes of approximately $14.0 million related to U.S. tax
reporting. The net operating losses in the United States expire beginning in
2006.
Inflation
We believe that the relatively moderate inflation over the last few years
has not had a significant impact on our revenues or profitability and that we
have been able to offset the effects of inflation by increasing prices or by
realizing improvements in operating efficiency.
Item 8. Financial Statements and Supplementary Data
18
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Prestolite Electric Holding, Inc.:
In our opinion, the consolidated financial statements listed in the index
appearing under item 14(a) on page 48 present fairly, in all material
respects, the financial position of Prestolite Electric Holding, Inc. and its
subsidiaries at December 31, 1998 and 1997, and the consolidated results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1998, in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule listed in the index appearing under item 14(a) on page 48, presents
fairly, in all material respects, the information set forth therein when read
in conjunction with the related consolidated financial statements. These
financial statements and financial statement schedule are the responsibility
of the Company's management; our responsibility is to express an opinion on
these consolidated financial statements and financial statement schedule based
on our audits. We conducted our audits of these consolidated financial
statements based on generally accepted auditing standards which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PricewaterhouseCoopers LLP
February 10, 1999
Detroit, Michigan
19
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1998 and 1997
(in thousands, except share amounts)
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Assets
Current assets:
Cash...................................................... $ 896 $ 455
Accounts receivable, net of allowance for doubtful
accounts of $3,338 and $1,812 at December 31, 1998 and
1997, respectively....................................... 51,352 26,326
Inventories, net.......................................... 52,082 24,687
Deferred tax asset........................................ 2,134 3,226
Prepaid and other current assets.......................... 2,286 965
-------- -------
Total current assets.................................... 108,750 55,659
-------- -------
Property, plant and equipment:
Land...................................................... 6,726 771
Building and improvements................................. 22,707 12,840
Equipment and tooling..................................... 54,863 31,461
Construction in progress.................................. 2,699 1,276
-------- -------
86,995 46,348
Less accumulated depreciation............................. (30,931) (20,169)
-------- -------
56,064 26,179
Deferred tax asset.......................................... 1,002 --
Investments................................................. 4,996 2,597
Intangible assets........................................... 11,528 2,834
Long-term receivables, pension asset and assets of discon-
tinued operations.......................................... 5,807 1,416
-------- -------
$188,147 $88,685
======== =======
Liabilities
Current liabilities:
Revolving credit.......................................... $ 4,935 $ 3,052
Current portion of long-term debt......................... 2,401 1,144
Accounts payable.......................................... 26,088 12,042
Accrued liabilities....................................... 27,135 12,029
-------- -------
Total current liabilities............................... 60,559 28,267
Long-term debt.............................................. 133,416 29,467
Subordinated debt, net...................................... -- 9,267
Deferred gain and other long-term liabilities............... 3,090 1,034
Deferred tax liabilities.................................... -- 1,707
-------- -------
Total liabilities....................................... 197,065 69,742
STOCKHOLDERS' EQUITY
Common stock, par value $.01; 5,000,000 shares authorized,
3,303,000 shares issued and outstanding in 1998 and 1997,
respectively............................................... 2 2
Paid-in capital............................................. 16,623 16,623
Stock warrants, for 171,740 shares.......................... -- 3,239
Retained earnings (accumulated deficit)..................... (404) (634)
Notes receivable, employees' stock purchase, 7.74%, due
2002....................................................... (559) (346)
Foreign currency translation adjustment..................... (131) 379
Treasury stock, 1,310,000 and 32,000 shares in 1998 and
1997, respectively, at cost................................ (24,449) (320)
-------- -------
Total stockholders' equity.............................. (8,918) 18,943
-------- -------
$188,147 $88,685
======== =======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
20
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
For the years ended December 31, 1998, 1997 and 1996
(in thousands)
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Net sales........................................ $282,801 $171,700 $148,765
Cost of goods sold............................... 224,561 137,792 120,585
-------- -------- --------
Gross profit................................... 58,240 33,908 28,180
Selling, general and administrative expenses..... 38,648 23,188 20,986
Costs associated with option repurchase.......... 2,101 -- --
Restructuring charge............................. 711 -- 56
-------- -------- --------
Operating income............................... 16,780 10,720 7,138
Interest expense................................. 13,494 5,384 5,313
Other............................................ (64) 210 108
-------- -------- --------
Income from continuing operations, before
income taxes and extraordinary loss........... 3,350 5,126 1,717
Provision (benefit) for income taxes............. 1,845 2,303 (2,314)
-------- -------- --------
Income from continuing operations before
extraordinary loss............................ 1,505 2,823 4,031
Income (loss) from discontinued operation
(including asset write-down of $2,500 in 1997),
net of taxes of $1,116 and $175 in 1997 and
1996, respectively.............................. -- (1,673) 312
-------- -------- --------
Income before extraordinary loss............... 1,505 1,150 4,343
Extraordinary item--loss on debt refinancing, net
of taxes of $716................................ 1,275 -- --
-------- -------- --------
Net income................................... $ 230 $ 1,150 $ 4,343
======== ======== ========
Basic earnings per common share
Income from continuing operations.............. $ 0.71 $ 0.82 $ 1.17
Discontinued operations........................ -- (0.49) 0.09
Extraordinary item............................. (0.60) -- --
-------- -------- --------
Net income................................... $ 0.11 $ 0.33 $ 1.26
======== ======== ========
Diluted earnings per common share
Income from continuing operations.............. $ 0.67 $ 0.78 $ 1.13
Discontinued operations........................ -- (0.46) 0.09
Extraordinary item............................. (0.57) -- --
-------- -------- --------
Net income................................... $ 0.10 $ 0.32 $ 1.22
======== ======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
21
<PAGE>
Prestolite Electric Holding, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity
for the years ended December 31, 1998, 1997 and 1996
(in thousands, except share amounts)
<TABLE>
<CAPTION>
Shares
-------------------
Retained Notes Foreign
Earnings Receivable Currency
Common Treasury Common Paid-in Stock (Accumulated Employee Translation Treasury
Stock Stock Stock Capital Warrants Deficit) Stock Adjustment Stock Total
--------- --------- ------ ------- -------- ------------ ---------- ----------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January
1, 1996.......... 3,303,000 16,000 $ 2 $16,623 $ 1,073 $(3,961) $(446) $ 126 $ (144) $ 13,273
<CAPTION>
Comprehensive
Income
-------------
<S> <C>
Balance, January
1, 1996..........
Net income........ -- -- -- -- -- 4,343 -- -- -- 4,343
Translation
adjustment....... -- -- -- -- -- -- -- 424 -- 424
Comprehensive
income......... -- -- -- -- -- -- -- -- -- --
Common stock
purchased and
other............ -- 8,000 -- -- -- -- 50 -- (72) (22)
--------- --------- --- ------- ------- ------- ----- ----- -------- --------
Balance, December
31, 1996......... 3,303,000 24,000 2 16,623 1,073 382 (396) 550 (216) 18,018
Net income........ $4,343
Translation
adjustment....... 424
-------------
Comprehensive
income......... $4,767
=============
Common stock
purchased and
other............
Balance, December
31, 1996.........
Net income........ -- -- -- -- -- 1,150 -- -- -- 1,150
Translation
adjustment....... -- -- -- -- -- -- -- (171) -- (171)
Comprehensive
income......... -- -- -- -- -- -- -- -- -- --
Transfer to stock
warrants......... -- -- -- -- 2,166 (2,166) -- -- -- --
Common stock
purchased and
other............ -- 8,000 -- -- -- -- 50 -- (104) (54)
--------- --------- --- ------- ------- ------- ----- ----- -------- --------
Balance, December
31, 1997......... 3,303,000 32,000 2 16,623 3,239 (634) (346) 379 (320) 18,943
Net income........ $1,150
Translation
adjustment....... (171)
-------------
Comprehensive
income......... $ 979
=============
Transfer to stock
warrants.........
Common stock
purchased and
other............
Balance, December
31, 1997.........
Net income........ -- -- -- -- -- 230 -- -- -- 230
Translation
adjustment....... -- -- -- -- -- -- -- (510) -- (510)
Comprehensive
loss........... -- -- -- -- -- -- -- -- -- --
Purchase of stock
warrants......... -- -- -- -- (3,239) -- -- -- -- (3,239)
Common stock
sold............. -- (16,000) -- -- -- -- (251) -- 251 --
Common stock
purchased and
other............ -- 1,294,000 -- -- -- -- 38 -- (24,380) (24,342)
--------- --------- --- ------- ------- ------- ----- ----- -------- --------
Balance, December
31, 1998......... 3,303,000 1,310,000 $ 2 $16,623 -- $ (404) $(559) $(131) $(24,449) $ (8,918)
========= ========= === ======= ======= ======= ===== ===== ======== ========
Net income........ $ 230
Translation
adjustment....... (510)
-------------
Comprehensive
loss........... $ (280)
=============
Purchase of stock
warrants.........
Common stock
sold.............
Common stock
purchased and
other............
Balance, December
31, 1998.........
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
22
<PAGE>
Prestolite Electric Holding, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
for the years ended December 31, 1998, 1997 and 1996
(in thousands)
<TABLE>
<CAPTION>
1998 1997 1996
-------- ------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income....................................... $ 230 $ 1,150 $ 4,343
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on debt refinancing....................... 1,991 -- --
Option repurchase.............................. 2,101 -- --
Loss on sale of discontinued operations........ -- 2,500 --
Cash provided by (used in) discontinued
operations.................................... 2,077 (979) (2,663)
Write-down and loss on property, plant and
equipment held for disposal................... -- 277 167
Deferred gain on sale and leaseback............ (233) (233) (117)
Depreciation................................... 10,316 4,930 4,532
Amortization................................... 1,470 571 714
Loss on sale of property, plant and equipment.. 112 148 (462)
Loss from unconsolidated subsidiaries.......... 133 -- --
Deferred taxes................................. (1,464) 171 (1,700)
Changes in assets and liabilities:
Accounts receivable.......................... (5,274) (2,651) (3,861)
Inventories.................................. (2,280) 103 (635)
Prepaid and other current assets............. 1,795 (233) 635
Accounts payable............................. (4,281) (751) 3,944
Accrued liabilities.......................... (5,595) 2,746 (2,337)
-------- ------- --------
Net cash provided by operating activities...... 1,098 7,749 2,560
-------- ------- --------
Cash flows from investing activities:
Capital expenditures............................. (12,065) (5,638) (6,794)
Proceeds from sale of property, plant and
equipment....................................... -- 1,140 2,787
Proceeds from sale of discontinued operations
and assets held for disposal.................... 21 7,500 1,543
Acquisitions:
Lucas businesses, net of cash acquired of
$2,858........................................ (41,086) -- --
Acquisition costs of Lucas businesses.......... (1,543) (1,019) --
Purchase of certain product lines from Hobart,
including net assets of discontinued
operations of $5,053.......................... -- -- (7,500)
Other.......................................... (668) -- --
Investment in affiliates......................... (3,040) (500) (250)
Other............................................ -- -- (122)
-------- ------- --------
Net cash provided by (used in) investing
activities...................................... (58,381) 1,483 (10,336)
-------- ------- --------
Cash flows from financing activities:
Net increase (decrease) in revolving credit
loan............................................ (7,663) 3,691 6,119
Payments on long-term debt....................... (22,824) (6,799) (7,102)
Proceeds from borrowings......................... 125,000 -- 6,000
Costs related to new borrowings, including loss
on refinancing of $1,991........................ (7,416) -- --
Purchase of treasury stock, options and
warrants, net................................... (29,358) (54) (22)
Borrowings (payments) on capital leases, net..... (200) (194) 41
Installment purchase of inventory from Hobart.... -- -- 2,465
Payments on acquisition payable to Hobart........ -- (6,150) (633)
Deferred gain on sale leaseback.................. -- -- 1,164
Other financing costs, net....................... 18 (76) --
-------- ------- --------
Net cash provided by (used in) financing
activities.................................... 57,557 (9,582) 8,032
-------- ------- --------
Effect of foreign currency exchange rate on cash.. 167 10 (43)
-------- ------- --------
Net increase in cash.............................. 441 (340) 213
Cash, beginning of year........................... 455 795 582
-------- ------- --------
Cash, end of year................................. $ 896 $ 455 $ 795
======== ======= ========
Supplemental cash flow information:
Interest paid.................................... $ 9,010 $ 5,017 $ 4,930
======== ======= ========
Taxes paid....................................... $ 494 $ 619 $ 213
======== ======= ========
Noncash financing transactions:
Deferred payment on Hobart acquisition......... -- -- $ 4,318
======== ======= ========
Debt assumed in acquisition of Lucas
businesses.................................... $ 3,227 -- --
======== ======= ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
23
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Business Organization:
Prestolite Electric Holding, Inc. ("PEI" or the "Company"), a subsidiary of
Genstar Capital Corporation ("Genstar" or the "Parent"), was formed in 1991 to
acquire substantially all of the assets and assume certain liabilities of
Prestolite Electric Incorporated and its wholly owned subsidiaries
("Prestolite"). PEI changed its name from "PEI Holdings, Inc." to "Prestolite
Electric Holding, Inc." on December 31, 1998. PEI includes the wholly owned
subsidiaries Prestolite Electric Incorporated and Prestolite Electric of
Michigan, Inc. Prestolite Electric Incorporated's wholly-owned subsidiaries
include Prestolite Electric Limited, a U. K. corporation, Prestolite Electric
(Pty) Ltd., a South African corporation and Prestolite Indiel Argentina S. A.,
an Argentina corporation. Operations are generally conducted as Prestolite
Electric Incorporated. There are no material differences between the financial
statements of PEI and Prestolite. Separate financial statements of Prestolite
have not been presented because management has determined that they would not
be material to investors. Summary financial information of Prestolite is
presented in Note 20.
The Company manufactures and distributes heavy duty alternators and starter
motors, direct current electric motors and other electrical components for
aftermarket and original equipment application in the heavy duty vehicle,
defense, material handling, marine and other industries. Sales related to U.
S. Department of Defense contracts were 4.5 percent, 11.8 percent and 10.5
percent of consolidated sales for 1998, 1997 and 1996, respectively, with
about half of those sales directly to the U. S. government. No customer
accounted for more than 10 percent of the Company's sales in any of the last
three years. Five manufacturing facilities and one distribution warehouse are
located in the United States, three manufacturing facilities are located in
the United Kingdom, one manufacturing facility is located in South Africa and
three manufacturing facilities are located in Argentina.
2. Acquisition:
On January 22, 1998, Prestolite acquired the heavy duty products division of
Lucas, Industries, plc, (a U. K. corporation), Lucas South Africa and Lucas
Indiel Argentina S. A. (collectively referred to as the "Lucas Businesses").
The Lucas Businesses primarily manufacture alternators and starter motors for
the truck, bus and automotive markets in the United Kingdom, continental
Europe, South America and South Africa. The purchase price was as follows (in
thousands):
<TABLE>
<S> <C>
Fair value of assets acquired........................................ $86,052
Fair value of liabilities, assumed................................... (44,852)
Goodwill (excluding acquisition costs)............................... 2,744
-------
Cash, including repayment of $3,393 of debt........................ 43,944
Cash acquired........................................................ (2,858)
Assumption of Lucas Argentina debt................................... 3,227
-------
$44,313
=======
</TABLE>
In addition, the Company purchased $1.4 million of inventory from Lucas
during 1998 and agreed to pay up to $4.1 million for certain accounts
receivable as they are collected ($1,074,000 collected and paid during 1998).
PEI has agreed to pay Lucas up to $6.6 if certain operating targets are
achieved in Argentina in 1999 and 2000 and to pay up to $4.9 million if
certain fully reserved receivables are collected. No amounts have been
recorded relative to this additional $11.5 million as management believes that
future payments are not probable. Any future payments will be recorded as an
adjustment to the purchase price.
24
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The 1998 consolidated statement of operations includes a full year of
operating results of the Lucas Businesses. Unaudited pro forma information as
if the Lucas Businesses had been acquired on January 1, 1997 follows (in
thousands):
<TABLE>
<CAPTION>
(Unaudited)
<S> <C>
Net sales........................................................ $300,287
Loss from continuing operations before income taxes.............. (1,198)
Net loss......................................................... (2,357)
Loss per common share (basic and fully diluted the same)......... (1.19)
</TABLE>
3. Summary of Significant Accounting Policies:
a. Principles of Consolidation: The consolidated financial statements
include the accounts of PEI and its direct and indirect wholly owned
subsidiaries. All significant intercompany accounts and transactions have been
eliminated in consolidation.
b. Foreign Currency Translation: The assets and liabilities of foreign
subsidiaries have been translated into U. S. dollars at the rates of exchange
existing as of the balance sheet date. Revenues and expenses have been
translated at the average monthly exchange rates. Translation adjustments are
recorded as a separate component of stockholders' equity.
c. Inventories: Inventories are stated at the lower of cost or market with
cost being established by the last-in, first-out ("LIFO") method for
substantially all inventory owned by domestic companies and by the first-in,
first-out ("FIFO") method for all inventories owned by foreign subsidiaries
and divisions. Approximately $33,122,000 and $6,492,000 of net inventories at
December 31, 1998 and 1997, respectively, have been valued based on FIFO cost.
d. Property, Plant and Equipment: Property, plant and equipment are stated
at cost. Costs of maintenance and repairs are charged to operations when
incurred; costs of renewals, betterments and additions are capitalized. The
cost and accumulated depreciation applicable to assets retired or sold are
removed from the accounts, and the gain or loss on disposition is recognized
as income.
Depreciation is computed on a straight-line basis over the estimated useful
lives of the buildings and improvements (11 to 31 years) and the machinery and
equipment (3 to 10 years).
e. Intangible Assets: Intangible assets are comprised of organization and
financing costs and goodwill. At each balance sheet date management assesses
whether there has been an impairment in the carrying value of intangible
assets. This assessment is based on comparing amortization to anticipated cash
flows and operating income.
f. Product Warranty Costs and Service Returns: Anticipated costs related to
product warranty and service returns are provided for based upon management's
estimate of such costs, after consideration of historical trends and sales of
the products to which such costs relate.
g. Engineering Expenses: Engineering costs are expensed as incurred and are
included in selling, general and administrative expenses. Total engineering
expenses for the years ended December 31, 1998, 1997 and 1996 were $6,793,000,
$5,988,000, and $5,960,000, respectively. Included in these engineering
expenses are research and development costs (as defined by Statement of
Financial Accounting Standards No. 2) for the years ended December 31, 1998,
1997 and 1996 of $5,415,000, $4,947,000 and $4,935,000, respectively.
25
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
h. Earnings per share: Basic earnings per share is calculated by dividing
net income by the weighted average number of common shares outstanding.
Diluted earnings per share is calculated by dividing net income by the
weighted average number of common shares outstanding and potentially issuable
common shares.
i. Financial Instruments: The carrying amount of the Company's financial
instruments, which includes cash, accounts receivable, accounts payable, and
debt other than senior unsecured notes approximates their fair value at
December 31, 1998 and 1997. The fair value of the senior unsecured notes was
approximately $124 million at December 31, 1998. Fair values have been
determined based on management estimates and information from market sources.
j. Comprehensive Income: In 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This
statement establishes rules for the reporting of comprehensive income and its
components. Comprehensive income consists of net income and foreign currency
translation adjustments and is presented in the statement of stockholders'
equity. The adoption of SFAS No. 130 had no impact on total stockholders'
equity. Prior year financial statements have been reclassified to conform to
the SFAS No. 130 requirements.
k. Segment Reporting: In 1998, the Company adopted Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" ("FAS 131"). This statement supersedes Statement of
Financial Accounting Standards No. 14, "Financial Reporting for Segments of a
Business Enterprise," replacing the "industry segment" approach with the
"management" approach. The management approach designates the internal
organization that is used by management for making operating decisions and
assessing performance as the source of the Company's reportable segments. FAS
131 also requires disclosures about products and services, geographic areas
and major customers. The adoption of FAS 131 did not impact on the Company's
results of operations or financial position. See segment reporting, footnote
19.
l. 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,
the disclosure 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.
m. Stock Split: During 1998, the Board of Directors of the Company approved
a 20 for 1 stock split. All shares, options and earnings per share amounts for
all years reflect the split.
4. Earnings per Share ("EPS"):
In computing income available to common stockholders no adjustments were
required to the amounts reported in the statement of income. Shares of common
stock available and potentially issuable used in the computation are comprised
of the following:
<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Average number of shares of common stock
used in computing basic EPS................ 2,111,812 3,275,000 3,283,000
Warrants, issuable for a nominal exercise
price...................................... -- 171,740 171,740
--------- --------- ---------
Used in computing basic EPS............... 2,111,812 3,446,740 3,454,740
Dilutive effect of stock options............ 119,461 181,280 99,060
--------- --------- ---------
Used in computing dilutive EPS............ 2,231,273 3,628,020 3,553,800
========= ========= =========
</TABLE>
26
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
5. Inventories:
Inventories consist of the following at December 31 (in thousands):
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
FIFO cost:
Raw materials............................................ $15,980 $10,303
Work in process.......................................... 17,891 6,939
Finished goods........................................... 21,831 8,710
------- -------
Total FIFO cost........................................ 55,702 25,952
Adjustment to LIFO cost.................................... 1,471 1,552
Reserves for excess and obsolescence....................... (5,091) (2,817)
------- -------
$52,082 $24,687
======= =======
</TABLE>
As a result of a decrease in inventory, there was a 1997 LIFO liquidation
which resulted in a $216,000 decrease in income from continuing operations
before income taxes ($0.06 decrease in basis and diluted earnings per share),
as compared to that which would have been reported had there been no
liquidation.
6. Investments:
Investments consist of the following at December 31 (in thousands)
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
DAX Industries, Inc. (28 percent interest).................... $1,869 $2,000
Ecoair Corp. (7 percent interest, carried at cost)............ 2,000 --
Prestolite Asia Limited (50 percent interest)................. 530 --
Auto Ignition, Ltd. (4 percent interest, carried at cost)..... 597 597
------ ------
$4,996 $2,597
====== ======
</TABLE>
The investments in DAX and Ecoair each include future commitments of
$500,000 at December 31, 1998. The investments in DAX and Prestolite Asia
Limited are accounted for on the equity method and are net of losses
recognized during 1998 of $133,000.
The determination of fair market value for these investments is not
practicable.
7. Intangible Assets:
Intangible assets consist of the following at December 31 (in thousands):
<TABLE>
<CAPTION>
1998 1997
------- ------
<S> <C> <C>
Organizational costs (5 year amortization)................... $ 329 $3,167
Goodwill (5 to 10 year amortization)......................... 7,822 2,777
Financing costs (10 year amortization)....................... 5,473 1,149
------- ------
13,624 7,093
Accumulated amortization..................................... 2,096 4,259
------- ------
$11,528 $2,834
======= ======
</TABLE>
27
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
8. Accrued Liabilities:
Accrued liabilities consist of the following at December 31 (in thousands):
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Accrued compensation........................................ $ 3,113 $ 3,139
Accrued warranty............................................ 4,791 3,232
Accrued environmental liability............................. 446 529
Amount due related to investment (Note 5)................... 1,000 1,500
Accrued restructuring....................................... 2,826 --
Accrued interest............................................ 5,044 589
Amount due to Lucas......................................... 3,026 --
Other accrued liabilities................................... 6,889 3,040
------- -------
$27,135 $12,029
======= =======
</TABLE>
9. Debt:
Debt consists of the following at December 31 (in thousands):
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
North America:
Revolving credit........................................ $ 3,751 $18,383
Term loan............................................... -- 10,205
Subordinated debt....................................... -- 10,000
Senior unsecured notes, 9.625 percent................... 125,000 --
-------- -------
Total................................................. 128,751 38,588
-------- -------
United Kingdom
Revolving credit........................................ 8,132 431
Term loan............................................... -- 3,354
South Africa.............................................. 269 --
Argentina................................................. 2,120 --
-------- -------
Total................................................. 10,521 3,785
-------- -------
Total term, revolving credit and subordinated debt.... 139,272 42,373
Capital lease obligations................................. 1,196 942
Unamortized discount on subordinated debt................. -- (733)
Other..................................................... 284 348
-------- -------
Consolidated total.................................... 140,752 42,930
Less current maturities................................... 7,336 4,196
-------- -------
Long-term debt........................................ $133,416 $38,734
======== =======
</TABLE>
On January 22, 1998, Prestolite issued $125 million of 9.625 percent
(interest payable semiannually) unsecured senior notes. The senior notes are
fully and unconditionally and irrevocably guaranteed on a senior unsecured
basis by PEI. The proceeds were used to refinance existing debt, fund the
acquisition of the Lucas Business and to repurchase certain PEI securities.
The notes mature on February 1, 2008, and are redeemable at the option of the
Company, in whole or in part, beginning on February 1, 2003 at amounts from
104.8125 percent to 100 percent of the principal, plus accrued and unpaid
interest to the redemption date with the net proceeds of a public equity
offering. In addition, in the event of a public equity offering, up to 35
percent of the notes may be redeemed prior to February 1, 2001 at 109.625
percent of the principal, plus accrued and unpaid interest to the redemption
date.
28
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
As a result of this refinancing, the Company recorded an extraordinary item
of $1,275,000 (net of taxes), consisting of prepayment penalties, the write-
off of unamortized financing costs related to the refinanced debt and the
write-off of the unamortized discount on the subordinated debt.
In connection with the sale of the notes the Company entered into new credit
agreements in the U. S. and the U. K. The U. S. agreement consists of a $23
million revolving credit facility ($14.1 million available at December 31,
1998), including a $2 million letter of credit subfacility, which is advanced
pursuant to a formula based on eligible U. S. accounts receivable and
inventory levels. The borrowings are collateralized by all U. S. accounts
receivable and inventories and mature on July 31, 2000. Interest is payable at
the bank's prime rate (7.75 percent at December 31, 1998) or at the "London
Late Eurodollar" rate plus 2.75 percent at the Company's option. In certain
situations these rates are increased by 0.125 percent.
The U. K. agreement allows the Company to borrow up to (Pounds)7 million
((Pounds)1.0 available at December 31, 1998) and is advanced based on eligible
UK accounts receivable. Interest is payable at the bank's base rate, 5.50
percent at December 31, 1998, plus 1.75 percent. The agreement expires in
April 2002.
In Argentina and South Africa, the Company has arrangements with several
banks which allow its subsidiaries in these countries to discount or borrow
against accounts receivable, generally at the prime rates of the banks
involved. Those rates ranged from 18 percent to 22 percent at December 31,
1998. Total available credit in Argentina and South Africa at December 31,
1998 was approximately $7 million.
The senior notes and credit facilities mentioned above contain various
covenants including limits on (a) issuance of additional debt or preferred
stock; (b) the payment of dividends and purchases, redemptions or retirements
or common stock; (c) investments; (d) sale of assets and capital stock of
subsidiaries; and (e) certain consolidations, mergers, transfers of assets and
certain other transactions with affiliates.
Maturities of debt obligations at December 31 are as follows (in thousands):
<TABLE>
<CAPTION>
Year
----
<S> <C>
1999................................................................ $ 7,336
2000................................................................ 7,772
2001................................................................ 378
2002................................................................ 116
2003................................................................ 112
Thereafter.......................................................... 125,038
--------
Total........................................................... $140,752
========
</TABLE>
The amount shown as maturing in 1999 includes $4.0 million of U. K.
revolving credit which the Company expects to pay, although not obligated to
do so. It also includes $2.4 million borrowed in South Africa and Argentina
under short-term agreements which the Company expects will be renewed in 1999.
10. Income Taxes:
Income (loss) from continuing operations, before income taxes and
extraordinary loss, consists of the following (in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
------- ------ ------
<S> <C> <C> <C>
U. S.................................................. $(3,833) $2,866 $ 442
Foreign............................................... 7,183 2,260 1,275
------- ------ ------
$ 3,350 $5,126 $1,717
======= ====== ======
</TABLE>
29
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The components of income tax related to continuing operations are as follows
(in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
------- ------ -------
<S> <C> <C> <C>
U. S.:
Current......................................... $ 400 -- --
Deferred........................................ (1,633) $ 920 $ 81
Increase (decrease) in valuation reserve........ -- (196) (1,256)
Foreign:
Current......................................... 1,856 573 --
Deferred........................................ 747 202 370
Increase (decrease) in valuation reserve........ 138 489 (1,815)
State and local................................... 337 315 306
------- ------ -------
$ 1,845 $2,303 $(2,314)
======= ====== =======
</TABLE>
A reconciliation of the U. S. statutory tax rate to the effective tax rate
follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- -------
<S> <C> <C> <C>
Statutory rate......................................... 34.0% 34.0% 34.0 %
Change in valuation reserve............................ 4.1 5.7 (178.9)
State and local, net of federal benefit................ 6.6 4.1 11.8
Difference in foreign tax rates........................ 3.5 -- (3.7)
Permanent differences.................................. 3.5 -- --
Other.................................................. 3.3 1.1 2.0
---- ---- -------
Effective tax rate................................. 55.0% 44.9% (134.8)%
==== ==== =======
</TABLE>
The major components of deferred taxes (stated on an after tax basis) on the
balance sheet are as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
-------- -------
<S> <C> <C>
Accrued tax benefit carryforwards......................... $ 18,877 $ 2,201
Assets of discontinued operations......................... -- 1,015
Current liabilities....................................... 2,424 2,176
Accounts receivable....................................... 633 320
Inventories............................................... (641) (1,471)
Property, plant and equipment............................. (906) (3,511)
Pension liability......................................... (569) --
Other..................................................... 399 789
Valuation reserve......................................... (17,081) --
-------- -------
$ 3,136 $ 1,519
======== =======
</TABLE>
PEI has net operating loss ("NOL") carryforwards at December 31, 1998 for U.
S. tax reporting purposes of approximately $14.0 million and approximately
$550,000 of alternative minimum tax benefit carryforwards. The NOLs in the U.
S. expire beginning in 2006. The Argentina subsidiary has NOL carryforwards at
December 31, 1997 of approximately $38.3 million which expire in 2000 through
2004. The valuation reserve represents a full reserve against the net deferred
tax assets position of the Argentina operation as management believes that
realization of this benefit is not probable. The increase in the reserve
during 1998 was the result of an increase in the net deferred tax assets of
Argentina.
30
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
11. Employee Benefit Plans:
The Company has retirement savings plans for substantially all of its United
States employees. These retirement savings plans have cash or deferred salary
arrangements and include an option for matching contributions by the Company.
The Company's matching contributions to these plans were $653,000, $699,000
and $663,000 for 1998, 1997 and 1996, respectively.
The Company also has defined benefit plans that cover certain former
employees. Benefits under these defined benefit plans are based on years of
service. The Company's funding policy is to meet the minimum funding
requirements of the Employee Retirement Income Security Act of 1974, as
amended. The Company's subsidiaries in the U. K. and South Africa provide
benefits based on the employees' earnings. The Company's funding policy is to
meet the minimum funding requirements imposed by current statutes or tax
regulations.
Effective December 31, 1998, the Company adopted SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits." The provisions
of SFAS No. 132 revise employers' disclosure about pension and other
postretirement plans. It does not change the measurements or recognition of
these plans.
The following provides a reconciliation of benefit obligations, plan assets
and funded status of the United States defined benefit plans at December 31,
1998 and 1997, based upon most recent actuarial valuations (December 31, 1998
and 1997), (in thousands):
<TABLE>
<CAPTION>
1998 1997
------ ------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year.................... $2,927 $2,944
Service cost............................................... 12 12
Interest cost.............................................. 211 209
Actuarial (gain) loss...................................... 118 (94)
Benefits paid.............................................. (189) (144)
------ ------
Benefit obligation at end of year.......................... 3,079 2,927
------ ------
Change in plan assets:
Fair value of plan assets at beginning of year............. 2,429 2,205
Actual return on plan assets............................... 351 270
Employer contribution...................................... 94 98
Benefits paid.............................................. (189) (144)
------ ------
Fair value of plan assets at end of year................... 2,685 2,429
------ ------
Funded status................................................ (394) (498)
Unrecognized net actuarial gain.............................. (68) (30)
------ ------
Accrued benefit cost......................................... $ (462) (528)
====== ======
Weighted-average assumptions as of December 31:
Discount rate.............................................. 7.25% 8.00%
Expected return on plan assets............................. 8.00% 8.00%
Rate of compensation increase..............................
</TABLE>
31
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Pension Benefits
-------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Components of net periodic benefit cost:
Service Cost.......................................... $ 12 $ 13 $ 50
Interest cost......................................... 211 209 207
Expected return on plan assets........................ (195) (176) (153)
----- ----- -----
Net periodic benefit cost........................... $ 28 $ 46 $ 104
===== ===== =====
</TABLE>
The following provides a reconciliation of benefit obligations, plan assets
and funded status of the U. K. and South Africa plans at December 31, 1998 and
1997, based upon the most recent actuarial valuation (December 31, 1998 and
1997), is as follows (in thousands):
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Change in benefit obligation:
Benefit obligation at beginning of year.................. $ 9,525 $ 8,733
Service cost............................................. 1,992 480
Interest cost............................................ 998 693
Plan participant's contributions......................... 1,071 --
Actuarial loss........................................... 297 274
Acquisition.............................................. 2,657 --
Benefits paid............................................ (922) (655)
------- -------
Benefit obligation at end of year........................ 15,618 9,525
------- -------
Change in plan assets:
Fair value of plan assets at beginning of year........... 12,262 10,614
Actual return on plan assets............................. (514) 2,103
Acquisition.............................................. 3,998 --
Employer contribution.................................... 1,530 200
Plan participants' contributions......................... 1,071 --
Benefits paid............................................ (922) (655)
------- -------
Fair value of plan assets at end of year................. 17,425 12,262
------- -------
Funded status.............................................. 1,807 2,737
Unrecognized transition (asset) obligation................. (957) (1,086)
Unrecognized prior service cost............................ 444 497
Unrecognized actuarial (gain)/loss......................... 236 (2,146)
------- -------
Prepaid benefit cost....................................... $ 1,530 $ 2
======= =======
Weighted-average assumptions as of December 31:
Discount rate............................................ 7%-12% 7.00%
Expected return on plan assets........................... 8%-12% 8.00%
Rate of compensation increase............................ 5%-10.5% 5.00%
</TABLE>
32
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
<TABLE>
<CAPTION>
Pension Benefits
-----------------------
1998 1997 1996
------- ----- -------
<S> <C> <C> <C>
Components of net periodic benefit cost:
Service Cost..................................... $ 1,992 $ 480 $ 438
Interest cost.................................... 998 693 657
Expected return on plan assets................... (1,482) (876) (1,070)
Amortization of transition (asset) obligation.... (129) (129)
Amortization of prior service cost............... 53 53
Recognized net actuarial loss.................... (89) (121)
------- ----- -------
Net periodic benefit cost...................... $ 1,343 $ 100 $ 25
======= ===== =======
</TABLE>
12. Environmental Issues:
Certain plants (primarily one manufacturing facility owned by the Company
and one manufacturing facility previously owned by the Company) are in the
process of remedial cleanup and containment for environmental contamination
that occurred prior to PEI's acquisition of Prestolite. PEI has assumed a
portion of the environmental liability related to the acquired facilities. The
prior owners of the two manufacturing facilities have taken the lead to manage
the cleanup and remedial actions. They bill PEI for its share of the costs.
The liability of $446,000 and $529,000 at December 31, 1998 and 1997,
respectively, included in current liabilities is based upon environmental
studies and represents management's best estimate of the Company's share of
the liability for cleanup and containment costs. Management believes that the
majority of its share of the costs will be expended in 1999. While it is
possible that the cleanup and containment costs could exceed the liability
recorded, management does not believe any excess would materially affect
future consolidated financial statements of PEI.
13. Leases:
The Company leases certain office and manufacturing facilities, data
processing equipment and automobiles under long-term operating lease
agreements. In the current year, the Company entered into capital leases for
certain manufacturing and engineering equipment and improvements related to
real property. The leases expire on various dates through 2006. The following
are schedules of future minimum lease payments for operating and capital
leases (with terms in excess of one year) at December 31, 1998 (in thousands):
<TABLE>
<S> <C>
Operating leases:
1999................................................................ $2,132
2000................................................................ 1,855
2001................................................................ 1,502
2002................................................................ 1,113
2003................................................................ 1,086
Thereafter.......................................................... 2,182
------
9,870
======
</TABLE>
33
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Rent expense for operating leases was $2,493,000, $3,195,000 and $1,622,000
for the years ended December 31, 1998, 1997 and 1996, respectively.
<TABLE>
<S> <C>
Capital leases (year ended December 31):
1999................................................................... $ 461
2000................................................................... 386
2001................................................................... 306
2002................................................................... 170
2003................................................................... 52
Thereafter............................................................. 80
------
Total minimum lease payments......................................... 1,455
Less imputed interest................................................ 259
------
Present value of net minimum lease payments.......................... $1,196
======
</TABLE>
The book value, as of December 31, 1998, of equipment under capital leases
was $1,286,000 which is net of amortization of $851,000.
14. STOCK OPTIONS AND WARRANTS:
PEI has established a stock option plan for certain designated employees.
The Company has reserved 350,280 shares for the plan. Options issued have
exercise prices of $5.00 to $18.86 per share, and no options have been
exercised. Options generally vest 20 percent per year over five years but may
not be exercised until 90 days following the effective date of a registration
statement under the Securities Act of 1933 or upon receipt by PEI of a legal
opinion that registration is not required. The exercise date may be
accelerated upon a change of control of the Company. The options expire 10
years from the date of grant.
The changes in stock options outstanding for the years ended December 31,
1998, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
EXERCISE
OPTIONS PRICE
-------- --------
<S> <C> <C>
Outstanding at January 1, 1996............................ 332,900 $ 5.60
Granted................................................... 86,000 8.25
Forfeited................................................. (57,500) 7.20
-------- ------
Outstanding at December 31, 1996.......................... 361,400 $ 6.20
======== ======
Outstanding at January 1, 1997............................ 361,400 $ 6.20
Forfeited................................................. (51,500) 5.90
-------- ------
Outstanding at December 31, 1997.......................... 309,900 $ 6.25
======== ======
Outstanding at January 1, 1998............................ 309,900 $ 6.25
Granted................................................... 95,500 18.86
Forfeited................................................. (12,100) 7.80
Repurchased............................................... (123,960) 5.31
-------- ------
Outstanding at December 31, 1998.......................... 269,340 $11.10
======== ======
Exercisable at December 31, 1998 -- --
======== ======
Vested at December 31, 1998............................... 120,660 $ 6.37
======== ======
</TABLE>
34
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The repurchase of the 123,960 options for $2,101,000 was charged to
operations during 1998. All shares and per share amounts reflect the 20-for-1
stock split effective March 26, 1998.
Information with respect to stock options outstanding at December 31, 1998
follows:
<TABLE>
<CAPTION>
Average
Remaining
Outstanding Contractual
Exercise at Dec 31, Life
Price 1998 (Years)
-------- ----------- -----------
<S> <C> <C>
$ 5.00 59,840 3.3
6.25 20,400 5.0
8.25 94,600 6.6
18.86 94,500 9.3
</TABLE>
The Company has elected to continue to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock issued to Employees" ("APB 25") in
accounting for its stock option plans. Under APB 25, the Company does not
recognize compensation expense on the issuance of its stock options because
the option terms are fixed and the exercise price equals the market price of
the underlying stock on the grant date.
As required by SFAS 123, the Company has determined the pro-forma
information as if the Company had accounted for stock options granted since
January 1, 1995, under the fair value method of SFAS 123.
Principal assumptions used in calculating the pro forma information were as
follows (no options issued in 1997):
<TABLE>
<CAPTION>
1998 1996
----- ----
<S> <C> <C>
Risk free interest rates........................................ 4.73% 6.31%
Expected life, in years......................................... 7.00 7.00
Expected volatility............................................. -- --
Expected dividend yield......................................... -- --
Weighted average fair value of options granted.................. 18.86 5.31
</TABLE>
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the option's vesting period. The
Company's pro forma information follows (in thousands except for earnings per
share information):
<TABLE>
<CAPTION>
1998 1997 1996
---- ------ ------
<S> <C> <C> <C>
Net income, as reported.................................. $230 $1,150 $4,343
Net income, pro forma.................................... 145 1,094 4,265
Earnings per common share, as reported:
Basic.................................................. 0.11 0.33 1.26
Diluted................................................ 0.10 0.33 1.22
Earnings per common share, pro forma:
Basic.................................................. 0.07 0.32 1.23
Diluted................................................ 0.06 0.30 1.20
</TABLE>
The pro forma effect on net income for 1998, 1997 and 1996 is not
representative of the pro forma effect on net income in future years because
it does not take into consideration pro forma compensation expense related to
grants made prior to 1995.
35
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
15. Related Party Transactions:
The Company has a management consulting agreement with Genstar Investment
Corporation ("GIC"), an affiliate of Genstar. Under the agreement, the Company
pays GIC a management consulting fee. For the years ended December 31, 1998,
1997 and 1996, $900,000, $800,000 and $800,000, respectively, were charged to
operations under this agreement. At December 31, 1998 and 1997, $225,000 and
$200,000, respectively, of these fees were accrued and unpaid.
16. Litigation and Claims:
Various legal actions and claims are pending or may be instituted or
asserted in the future against the Company. The outcome of individual matters
is not predictable at this time. Except as related to environmental issues as
discussed in Note 12, the potential aggregate amount of liability at December
31, 1998 and 1997 with respect to these matters cannot be ascertained;
however, management believes that any resulting unrecorded liability would not
materially affect the future consolidated financial statements of the Company.
17. Discontinued Operations:
During the third quarter of 1997, the Company sold its welding equipment
division for $7.5 million plus commitments from the buyer to acquire up to
$1.9 million of inventory not included in the initial sale. Net assets of
discontinued operations at December 31, 1998 and 1997 are $512,000 and
$1,416,000, respectively, and the 1998 balance includes primarily amounts due
from the buyer and unsold inventory of the welding equipment division. This
division was acquired during 1996 as a part of the purchase of certain product
lines from Hobart Brothers Company. This division is treated as a discontinued
operation, and the financial statements exclude the operations of the welding
equipment division from continuing operations. In 1997, the Company recorded a
$1.5 million after tax loss on the sale ($2.5 million loss less $1 million tax
benefit).
18. Restructuring Charge:
During 1998 and in connection with the acquisition of the Lucas Businesses,
the Company announced restructuring plans related primarily to its operations
in the United Kingdom and Argentina. All costs related to the plans are for
employee severance, and that portion of the cost related to the acquired Lucas
Businesses was recorded as a liability assumed as of the date of acquisition.
The following is a summary of the restructuring (in thousands).
<TABLE>
<CAPTION>
Initial Paid Accrued
Restructuring During Liability
Charge 1998 Dec 31, 1998
------------- ------ ------------
<S> <C> <C> <C>
Severance cost related to nonacquired
business and charged to 1998 operations.. $ 711 $ 495 $ 216
Severance cost related to acquired Lucas
businesses and recorded as a liability of
the acquired businesses.................. 6,973 4,363 2,610
------ ------ ------
$7,684 $4,858 $2,826
====== ====== ======
</TABLE>
19. Segment Reporting:
In 1998, the Company adopted SFAS 131. Prior year information has been
restated to conform with the provisions of SFAS 131. The Company operates in
four principal geographic areas. Sales in South Africa and Argentina consist
largely of products for the automotive market while sales of products in the
United States and United Kingdom consist largely of products for non-
automotive application. Sales between geographic segments and between
operating segments are priced at cost plus a standard markup.
36
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
The accounting policies of the non-U. S. operations are the same as those
presented in Note 3. Financial information summarized by geographic area is as
follows:
<TABLE>
<CAPTION>
United
Kingdom and Argentina
North Continental and South
America Europe Brazil Africa Other Total
-------- ----------- --------- ------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Sales to external
customers, based on
country of domicile:
1998.................. $141,548 $72,444 $56,030 $12,779 $282,801
1997.................. 141,298 30,402 171,700
1996.................. 122,633 26,132 148,765
Sales to external
customers, based on
location of customers,
1998................... 137,802 69,642 56,199 10,423 $8,735 282,801
Long-lived assets:
1998.................. 22,262 23,346 8,296 2,160 56,064
1997.................. 21,774 4,405 26,179
1996.................. 21,593 4,224 25,817
</TABLE>
During 1998 the Company began to manage itself on the basis of three
business units (Heavy Duty Systems, Electric Vehicle Systems, and Automotive
Systems) and to evaluate the performance of its segments based on earnings
before interest expense, taxes, depreciation and amortization and excluding
restructuring and option repurchase charges ("EBITDA"). In accordance with
SFAS No. 131, the operating results for the years ended December 31, 1998 and
1997 are summarized below. Corporate overhead and certain other charges are
not allocated to the divisions. The accounting policies of the segments are
the same as those presented in Note 3. Segment assets are not currently broken
out in the normal course of managing segment operations, accordingly, such
information is not available for disclosure.
Information by operating segment is summarized below:
<TABLE>
<CAPTION>
Heavy Electric
Duty Vehicle Automotive
Systems Systems Systems Unallocated
Division Division Division Costs Total
-------- -------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C>
Sales to external
customers:
1998.................. $135,626 $78,366 $68,809 $282,801
1997.................. 90,381 81,319 171,700
1996.................. 81,428 67,337 148,765
EBITDA:
1998.................. 21,180 10,328 6,437 $(6,503) 31,442
1997.................. 10,978 11,548 (6,515) 16,011
1996.................. 9,269 8,059 (4,996) 12,332
</TABLE>
37
<PAGE>
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
A reconciliation of EBITDA to income from continuing operations before income
taxes follows:
<TABLE>
<CAPTION>
1998 1997 1996
------- ------- -------
<S> <C> <C> <C>
EBITDA for reporting segments....................... $31,442 $16,011 $12,332
Depreciation and amortization....................... 11,786 5,501 5,246
Option repurchase................................... 2,101
Restructuring....................................... 711 56
Interest expense.................................... 13,494 5,384 5,313
------- ------- -------
Income from continuing operations before income
taxes............................................ $ 3,350 $ 5,126 $ 1,717
======= ======= =======
</TABLE>
20. Summary Financial Information:
Summary consolidated financial information of Prestolite Electric
Incorporated follows (in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Statement of operations:
Net sales.................................... $282,801 $171,700 $148,765
Gross profit................................. 58,240 33,908 28,180
Income from continuing operations before
extraordinary loss.......................... 1,467 2,812 4,024
Net income................................... 192 1,139 4,336
Balance sheet:
Current assets............................... 108,750 55,659
Noncurrent assets............................ 79,397 33,026
Current liabilities.......................... 60,497 28,175
Noncurrent liabilities....................... 136,506 41,475
Stockholders' equity......................... (8,856) 19,035
</TABLE>
38
<PAGE>
SCHEDULE II
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONS
-------------------------------
BALANCE AT RESERVES CHARGE TO CHARGED BALANCE AT
BEGINNING ADDED W/ COSTS AND TO OTHER END OF
OF PERIOD ACQUISITIONS EXPENSES ACCOUNTS DEDUCTIONS(1) PERIOD
---------- ------------ --------- -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Allowance for Doubtful
Accounts:
Year ended December
31, 1998............. $1,812 $1,042 $1,720 $1,236 $3,338
Year ended December
31, 1997............. $1,662 $ 608 $ 458 $1,812
Year ended December
31, 1996............. $1,285 $ 499 $ 122 $1,662
Year ended December
31, 1995............. $1,218 $ 223 $ 156 $1,285
Reserve for Inventory
Obsolescence:
Year ended December
31, 1998............. $2,817 $2,204 $1,517 $1,447 $5,091
Year ended December
31, 1997............. $3,176 $ 908 $1,267 $2,817
Year ended December
31, 1996............. $3,146 $ 708 $ 678 $3,176
Year ended December
31, 1995............. $2,937 $ 787 $ 578 $3,146
</TABLE>
- --------
(1) Deductions related to the allowance for doubtful accounts relate to the
writeoff of uncollectable accounts and to changes to the reserves for the
return of used parts. Deductions related to inventory obsolescence relate
primarily to the disposal of obsolete inventory.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
39
<PAGE>
PART III
Item 10. Directors and Executive Officers
The following table sets forth certain information as of December 31, 1998,
with respect to our executive officers and directors:
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
P. Kim Packard.......... 59 President, Chief Executive Officer and Director
Kenneth C. Cornelius.... 54 Senior Vice President, Chief Financial Officer and Secretary
Dennis P. Chelminski.... 45 Controller, Treasurer and Assistant Secretary
Thomas C. Dolson........ 65 Vice President and Division President, Prestolite Products Division
Michael Lea............. 54 Vice President and Division President, Prestolite Electric Limited
I. Conrad Schwab........ 57 Vice President and Division President, Prestolite Power Division
Richard D. Paterson
(a)(b)................. 56 Chairman of the Board and Director
Ross J. Turner (b)...... 68 Director
John A. West (a)(b)..... 70 Director
</TABLE>
- --------
(a) Member of audit committee
(b) Member of compensation committee
K.Kim Packard began service as our President, Chief Executive Officer and a
director in December 1991. Previously, Mr. Packard was President and Chief
Operating Officer of Hobart Brothers Company of Troy, Ohio for six years, and
prior to that President of Warner & Swasey and an officer or executive of
various divisions of Allied/Bendix. He also served in various marketing, sales
and executive capacities with GTE Sylvania. Mr. Packard holds a B.S. in
electrical engineering from Pennsylvania State University and an M.S. from the
Massachusetts Institute of Technology, where he was a Sloan Fellow. He is also
a director of Kurz-Kasch Corporation, Dayton, Ohio.
Kenneth C. Cornelius began service as our Vice President and Chief Financial
Officer in August 1992 and has been our Secretary since 1993. Previously, he
was Chief Financial Officer with M-C Industries for three years, after
spending 17 years with Maremont Corporation in various financial positions,
including eight years as Vice President and Chief Financial Officer. Mr.
Cornelius holds a B.A. from Carleton College and an M.B.A. from the University
of Michigan.
Dennis P. Chelminski began service as our Controller, Treasurer and
Assistant Secretary in February 1992. He held the position of our Chief
Accounting Officer from October 1991 to February 1992 and was our Manager of
Financial Analysis under our prior ownership. Prior to 1986, he held various
financial positions with Eltra Corporation and AlliedSignal Corporation. Mr.
Chelminski holds a B.S. in accounting from the University of Toledo, and is a
C.P.A.
Thomas C. Dolson began service as our Vice President and President of our
Prestolite Products Division in November 1994. He previously served as Chief
Operating Officer of M-C Industries and Chief Executive Officer of Nitram
Energy. Mr. Dolson also served more than twenty years in the U.S. Marine
Corps, with his final rank being Lieutenant Colonel. He holds a B.S. in
Business from the University of Idaho and M.S. in Personnel Administration
from George Washington University.
Michael Lea began service as our Vice President and Division President of
our United Kingdom subsidiary in December 1993. He had previously been Sales
and Marketing Director of Polypenco Ltd. From 1977 to 1990 he served in
various positions with GKN, leading to Managing Director of GKN Composites
Ltd. Mr. Lea is a Chartered Engineer holding Bachelor of Technology in
Metallurgy and Doctor of Philosophy in Engineering degrees from Brunel
University in West London, England.
40
<PAGE>
I. Conrad Schwab began service as Vice President and Division President of
our Prestolite Power Division in conjunction with our acquisition of two
product lines from Hobart Brothers Company in February 1996. He joined Hobart
in 1988 as General Manager of the Ground Power Division. He was formerly
General Manager, Personal Aircraft, at Piper Aircraft, Director of Business
Development for Fiat-Allis, and served in various positions for Firestone in
Europe. He received a B.A. in Biological Science from Johns Hopkins
University, did graduate studies at the University of Tubingen in Germany and
received a Master of Foreign Trade from the American Graduate School of
International Management.
Richard D. Paterson has been a director and Chairman of the board of
directors since 1991. Mr. Paterson has been Executive Vice President and a
director of Genstar Investment Corporation, an affiliate of Genstar Capital
Corporation, since 1987 and was a director of Genstar Capital Corporation from
1988 through August 1995. In addition, he is currently a director of a number
of privately held corporations.
Ross J. Turner has been a director since 1991. Mr. Turner has been Chairman
of the board of directors of Genstar Investment Corporation since 1987 and was
a director of Genstar Capital Corporation from 1988 through August 1995. Mr.
Turner is the Deputy Chairman and a director of Rio Algom Limited in Canada
and of Guy F. Atkinson Company and Blue Shield of California in the United
States. In addition, he is currently a director of a number of privately held
corporations.
John A. West has been a director since 1991. Mr. West has been Executive
Vice President of Genstar Investment Corporation since 1992 and a director of
Genstar Investment Corporation since 1987. He was a director of Genstar
Capital Corporation from 1988 through August 1995. In addition, he is
currently a director of a number of privately held corporations.
Directors are elected annually to serve until the next annual meeting of
shareholders or until their successors have been elected and qualified.
Executive officers are appointed by, and serve at the discretion of, our board
of directors. None of the executive officers or directors is related by blood,
marriage or adoption to any other executive officer or director.
41
<PAGE>
Item 11. Executive Compensation
Summary Compensation Table
The following table summarizes all compensation paid for the years ended
December 31, 1998 and 1997 to the Chief Executive Officer and the four other
highest compensated executive officers who were serving as executive officers
at December 31, 1998:
<TABLE>
<CAPTION>
Annual Compensation
---------------------------------------------
Long-Term All Other
Name and Principal Other Annual Compensation Compensation
Position Year Salary($) Bonus($)(a) Compensation($)(b) Awards(c) ($)(d)
------------------ ---- --------- ----------- ------------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
P. Kim Packard ......... 1998 377,192 $185,000 -- -- 1,339,628
President and Chief 1997 305,000 249,900 -- -- 10,220
Executive Officer
Kenneth C. Cornelius.... 1998 184,354 65,300 -- -- 205,121
Senior Vice President
and 1997 156,769 95,800 -- -- 6,034
Chief Financial Officer
Thomas C. Dolson........ 1998 158,485 29,200 -- -- 109,976
Vice President and 1997 135,292 71,100 -- -- 6,109
Division President,
Prestolite Products
I. Conrad Schwab........ 1998 155,388 51,600 -- -- 47,420
Vice President and 1997 134,385 94,000 -- -- 5,183
Division President,
Prestolite Power
Michael Lea ............ 1998 125,021 55,900 -- -- 161,941
Vice President and 1997 97,940 55,420 -- -- 10,956
Division President,
Prestolite Electric
Limited
</TABLE>
- --------
(a) Amounts in 1997 reflect bonuses earned during 1997 but paid during 1998.
Amounts in 1998 reflect bonuses earned during 1998 but paid during 1999.
(b) Other annual compensation in the form of perquisites and other personal
benefits has been omitted where the aggregate amount of such perquisites
and other personal benefits constituted the lesser of $50,000 or 10% of
the total annual salary and bonus for the officer for the year.
(c) The company did not make any long-term incentive awards to any of these
officers in 1998.
(d) Amounts in 1997 and 1998 reflect premiums paid for life insurance coverage
in excess of $50,000 and contributions by us pursuant to our 401(k) plan
and other pension plan and in 1998 also reflect payments in connection
with a repurchase of shares and options to purchase shares. See Item 13.
"Certain Relationships and Related Transactions--The Recapitalization."
Also includes for Messrs. Packard and Cornelius in 1998 and 1997 interest
on deferred compensation (Mr. Packard--$7,500; Mr. Cornelius--$2,500)
payable pursuant to a Deferred Compensation Agreement between us and each
of Messrs. Packard and Cornelius.
42
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning the grant of
stock options during the fiscal year.
<TABLE>
<CAPTION>
Potential
Realization Value
Individual Grants at Assumed Annual
------------------------------------------ Rates of Stock
Number of % of Total Price
Securities Options Appreciation for
Underlying Granted to Exercise Option Term (b)
Options Employees Price per Expiration -----------------
Name Granted in 1998 Share (a) Date 5% 10%
- ---- ---------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
P. Kim Packard.......... 31,500 33.0 $18.86 4/3/08 $373,620 $946,826
Kenneth C. Cornelius.... 10,400 10.9 18.86 4/3/08 123,353 312,603
Thomas C. Dolson........ 7,800 8.2 18.86 4/3/08 92,515 234,452
I. Conrad Schwab........ 6,900 7.2 18.86 4/3/08 81,840 207,400
Michael Lea............. 7,800 8.2 18.86 4/3/08 92,515 234,452
</TABLE>
- --------
(a) The exercise price was equal to the fair market value of the common stock
on the date of the grant, as determined by our board of directors and
based upon our historical and projected financial performance.
(b) The 5% and 10% assumed rates are prescribed by the rules and regulations
of the Securities and Exchange Commission and do not represent our
estimate or projection of the future trading price of our common stock. We
cannot assure that any of the values reflected in this table will be
achieved. Actual gains, if any, on stock option exercises are dependent on
numerous factors, including our future performance, overall conditions and
the option holder's continued employment throughout the entire vesting
period and option term, which factors are not reflected in this table.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table summarizes the exercise of options during the year ended
December 31, 1998 and number and value of all unexercised options held by
certain executive officers as of December 31, 1998.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options
Shares Options at FY-End (#) at FY-End ($)(a)
Acquired on Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
P. Kim Packard.......... -- -- 85,000 53,900 1,104,598 243,768
Kenneth C. Cornelius.... -- -- 9,460 18,640 105,524 88,876
Thomas C. Dolson........ -- -- 4,780 13,820 50,733 63,999
I. Conrad Schwab........ -- -- 1,920 9,780 20,378 30,660
Michael Lea............. -- -- 6,300 15,000 66,865 76,523
</TABLE>
- --------
(a) Value is based upon the fair market value of our common stock as of
December 31, 1998, as determined by our board of directors, minus the
exercise price. Fair market value was determined by our board of directors
and was based upon our historical and projected financial performance.
Compensation Of Directors
Our directors do not receive any compensation for their services as
directors.
Compensation Committee Interlocks and Insider Participation
The current members of the compensation committee of our board of directors
are Messrs. Richard A. Paterson, chairman, Ross J. Turner and John A. West.
Each is an executive officer and currently a director of Genstar Investment
Corporation and was a director of Genstar Capital Corporation at various times
from 1988 through August 1995.
43
<PAGE>
Employment Agreements
We have entered into agreements with each of Messrs. Packard, Cornelius,
Dolson, Schwab and Lea. The agreements with Messrs. Packard, Cornelius,
Dolson, Schwab and Lea provide in each case that if the employee's employment
is terminated at any time for any reason, other than by the employee
voluntarily except in the event of a substantial diminution in
responsibilities, for cause (as defined in the respective employment
agreements) or as a result of death or disability, the terminated individual
shall receive for a period of one year following the date of termination the
then current salary and benefits that the employee would otherwise have been
entitled to receive (except for Mr. Packard who would receive two years salary
and benefits).
Each of the agreements provides that in the event that the employee's
employment is terminated at any time within twelve months following a change
of control (as defined in the respective employment agreements) for any reason
other than for cause, the agreements provide that the respective individual
would be entitled to receive an additional one year period of such salary and
benefits following the expiration of the salary and benefits such employee is
entitled to receive in the event of termination for any other reason.
Any benefits payable under the agreements, absent mutual agreement of the
parties, will be payable at such time and in such manner as if the employee
remained employed, and such benefits, if any, shall continue notwithstanding
re-employment and/or death of the employee following termination of
employment.
1991 Option Plan
In 1991, the PEI Holding, Inc. Management Stock Option Plan was adopted. The
Management Stock Option Plan is designed to provide an incentive to those
designated employees to continue in their employment and to increase their
efforts for our success. The designated employees are selected in the sole
discretion of the compensation committee of our board of directors. As of
December 31, 1998, an aggregate of 350,280 shares of our common stock were
reserved for issuance under the Management Stock Option Plan.
The purchase price of each share of common stock subject to the options is
the fair market price of our common stock on the date of the grant as
determined by our board of directors. All options granted are subject to the
terms of an agreement entered into by the recipient of the options.
Each agreement entered into requires the recipient of the options to be
bound by the terms of any stockholders' agreement entered into between us and
certain of our stockholders. Options vest beginning on January 1 of the first
calendar year following granting of the option (or on the first anniversary of
the date of grant if granted in connection with hiring) and vest at a rate of
20% per year on each subsequent January 1. Options are not transferable by the
recipient other than by will or by the laws of descent and distribution and
are exercisable during the recipient's lifetime only by the recipient. All
options terminate on the tenth anniversary of the date of grant. Options are
exercisable within 90 days after a registration statement pertaining to our
common stock has been filed with (and declared effective by) the Securities
and Exchange Commission under the Securities Act of 1933, as amended, or when
we otherwise determine in our sole discretion.
If the recipient is terminated without cause (as defined in the option
agreement) or for permanent disability or death then all unvested options are
terminated and canceled on the date of termination. Within 30 days of
termination we may make a cash payment to the recipient in the amount of the
excess of the fair market value of the common stock subject to such options
over the exercise price for such shares, or make such other decisions with
respect to such options as in our sole discretion. If the recipient is
terminated for cause then all options, including vested and unvested options,
are canceled on the last day of such recipient's employment.
In the event of a merger or consolidation (subsequent to which our present
stockholders own less than 50% of the voting stock of the surviving entity), a
sale of all or substantially all of our assets to an entity not affiliated
with Genstar Capital Corporation or our dissolution or liquidation, then the
plan administrator may provide for the vesting of up to all options
outstanding within 30 days of such event or authorize a cash payment to each
44
<PAGE>
option holder equal to the excess of the fair market value of the shares of
common stock subject to such holder's option over the applicable exercise
price. The options are subject to anti-dilution provisions in the event of a
change in our capital structure.
As of December 31, 1998, options to purchase an aggregate of 269,340 shares
of Common Stock at prices from $5.00 to $18.86 were outstanding under the
Management Stock Option Plan.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information regarding beneficial
ownership of our common stock as of March 8, 1999 by each person or entity
known by us to own beneficially 5% or more of our common stock, each director
and certain of our executive officers and all executive officers and directors
as a group. As of March 8, 1999, there were 1,993,000 shares of our common
stock outstanding:
<TABLE>
<CAPTION>
Shares Beneficially Owned
-----------------------------
Name Number (a) Percent (a)
---- --------------- -------------
<S> <C> <C>
Genstar Capital Corporation (b)........... 1,920,000 96.7%
Scotia Plaza, Suite 4900
40 King Street West
Toronto, Ontario M54 4AA Canada
P. Kim Packard (c)........................ 118,700 5.7
c/o Prestolite Electric Incorporated
2100 Commonwealth Blvd.
Ann Arbor, Michigan 48105
Kenneth C. Cornelius (d).................. 23,080 1.1
Thomas C. Dolson (e)...................... 18,100 *
I. Conrad Schwab (f)...................... 12,260 *
Michael Lea (g)........................... 18,560 *
Richard D. Paterson (h)................... 89,280 4.5
Ross J. Turner (h)........................ 89,280 4.5
John A. West (h).......................... 89,280 4.5
All executive officers and directors as a
group (9 persons) (i).................... 296,800 13.9
</TABLE>
- --------
* Less than 1%
(a) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of March 8, 1999, are deemed
outstanding for computing the percentage of the person holding such option
or warrant but are not deemed outstanding for computing the percentage of
any other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of
common stock beneficially owned.
(b) Genstar Capital Corporation's shares are held of record by The Royal Trust
Company, a licensed trust company in Canada, that holds the shares for the
benefit of Genstar Capital Corporation, its preferred shareholders and
Genstar Investment Corporation.
(c) Consists of 17,000 shares of common stock and 101,700 shares issuable upon
exercise of options that are currently exercisable or exercisable within
60 days of March 8, 1999. Does not include 37,200 shares issuable upon
exercise of options which vest more than 60 days after March 8, 1999.
(d) Consists of 8,000 shares of common stock and 15,080 shares issuable upon
exercise of options that are currently exercisable or exercisable within
60 days of March 8, 1999. Does not include 13,020 shares issuable upon
exercise of options which vest more than 60 days after March 8, 1999.
45
<PAGE>
(e) Consists of 8,000 shares of common stock and 10,100 shares issuable upon
exercise of options that are currently exercisable or exercisable within
60 days of March 8, 1999. Does not include 10,100 shares issuable upon
exercise of options which vest more than 60 days after March 8, 1999.
(f) Consists of 8,000 shares of common stock and 4,260 shares issuable upon
exercise of options that are currently exercisable or exercisable within
60 days of March 8, 1999. Does not include 7,440 shares issuable upon
exercise of options which vest more than 60 days after March 8, 1999.
(g) Consists of 8,000 shares of common stock owned by Mrs. Rhonda Lea, Mr.
Lea's wife, as to which Mr. Lea may be deemed to be beneficial owner and
10,560 shares issuable upon exercise of options that are currently
exercisable or exercisable within 60 days of March 8, 1999. Does not
include 10,740 shares issuable upon exercise of options which vest more
than 60 days after March 8, 1999.
(h) Consists of 89,280 shares of common stock indirectly owned by Genstar
Investment Corporation by virtue of Genstar Investment Corporation's
ownership in Genstar Capital Corporation, as to which Messrs. Paterson,
Turner and West may be deemed to be beneficial owners. Excludes the
remaining shares of Common Stock owned by Genstar Capital Corporation as
to which Messrs. Paterson, Turner and West disclaim beneficial ownership.
See Item 13. "Certain Relationships and Related Transactions-GIC
Management Agreement." Genstar Capital Corporation owns approximately
84.9% of our common stock on a fully-diluted basis.
(i) Amount shown includes an aggregate of 150,520 shares of common stock
issuable upon the exercise of options exercisable within 60 days of March
8, 1999. Does not include an aggregate of 83,180 shares issuable upon
exercise of options which vest more than 60 days after March 8, 1999.
Item 13. Certain Relationships and Related Transactions
Set forth below is a summary of certain agreements and arrangements, as well
as other transactions with related parties which have taken place during our
most recent fiscal year.
The Recapitalization
In connection with the offering of our senior notes in January 1998, we
effected a series of transactions that resulted in our recapitalization,
including the purchase of our securities from our securityholders for an
aggregate purchase price of approximately $29.7 million. All shares of common
stock were purchased by a limited liability company affiliated with us, and
all options to purchase common stock were purchased by us. Purchase prices
were equal to $18.86 per share of common stock and a price per option equal to
$18.86 per share of common stock issuable upon exercise of such option minus
the applicable exercise price. The exercise price of options ranged from $5.00
to $8.25 per share. Total amounts received for such purchases were as follows:
Genstar Capital Corporation ($24,145,408); P. Kim Packard ($1,325,188);
Kenneth C. Cornelius ($196,996); Thomas C. Dolson ($103,074); I. Conrad Schwab
($41,470); Dennis P. Chelminski ($111,722); Michael Lea ($139,831); and four
additional employees ($242,192 as a group). Amounts paid to management
included payments to compensate for less favorable tax treatment with respect
to purchased options.
Three of our directors, Messrs. Paterson, Turner and West, are executive
officers of Genstar Investment Corporation. Messrs. Paterson, Turner and West
are also shareholders of Genstar Investment Corporation. Genstar Investment
Corporation holds approximately 4.65% of the outstanding preferred shares of
Genstar Capital Corporation and, as a result, was entitled to approximately
4.65% of the proceeds distributed to Genstar Capital Corporation and/or its
preferred shareholders in connection with the recapitalization. Genstar
Investment Corporation acts as the advisor to Genstar Capital Corporation, and
is entitled to certain fees and reimbursement of expenses from Genstar Capital
Corporation for services rendered to Genstar Capital Corporation. To the
extent that Genstar Investment Corporation collects fees and expenses directly
from portfolio companies of Genstar Capital Corporation, such as us, Genstar
Capital Corporation's obligation to pay these fees and expenses to Genstar
Investment Corporation is offset.
46
<PAGE>
GIC Management Agreement
Our principal operating subsidiary, Prestolite Electric Incorporated, has
entered into a management agreement with Genstar Investment Corporation
terminating on December 31, 2002, under which Genstar Investment Corporation
has agreed to provide Prestolite with ongoing management and financial
advisory services. Prestolite has agreed to pay Genstar Investment Corporation
a fee of $200,000 per quarter as compensation for services rendered by Genstar
Investment Corporation under the agreement, plus all out-of-pocket costs and
expenses. On January 1, 1998, this fee increased to the greater of $900,000 or
0.3% of Prestolite's annual net sales. During each of the years ended December
31, 1996 and 1997, Prestolite paid management and advisory fees of $800,000,
and in 1998 Prestolite paid management and advisory fees of $900,000, in each
case plus out-of-pocket expenses, to Genstar Investment Corporation.
47
<PAGE>
PART IV
Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
(a) Financial Statements
<TABLE>
<S> <C>
Consolidated Balance Sheet as of December 31, 1998 and
1997....................................................... Part II, Item 8
Consolidated Statement of Operations for each of the years
in the three-year period ended December 31, 1998........... Part II, Item 8
Consolidated Statement of Cash Flows for each of the years
in the three-year period ended December 31, 1998........... Part II, Item 8
Consolidated Statement of Stockholder's (Deficit) Equity for
each of the years in the three-year period ended December
31, 1998................................................... Part II, Item 8
Notes to Consolidated Financial Statements.................. Part II, Item 8
Independent Accountants' Report............................. Part II, Item 8
Schedule II--Valuation and Qualifying Accounts.............. Part II, Item 8
</TABLE>
(b) Reports on Form 8-K.
None.
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
2.1(1) Umbrella Agreement, dated as of January 22, 1998, relating to the Sale
and Purchase of Lucas' Electrical Products Business in England and
companies in South Africa and Argentina, by and between Lucas
Industries plc and others, Prestolite Electric Limited and others,
and the Registrant
2.2(1) Agreement, dated as of January 22, 1998, relating to the Sale and
Purchase of Assets of the Lucas Electrical and Electronic Systems-
Heavy Duty Products Business, by and between Lucas Limited,
Prestolite Electric Limited and Lucas Industries plc
2.3(1) Agreement, dated as of January 22, 1998, for the Sale and Purchase of
the Entire Issued Share Capital of Lucas Argentine Holdings, Inc. and
Shares in Lucas Indiel Argentina S.A., by and between Lucas
Industries plc, Prestolite Electric Incorporated and Prestolite
Newco, Inc.
2.4(1) Agreement for the Sale and Purchase of the Entire Issued Share Capital
of Lucas Holdings South Africa (Proprietary) Limited, by and between
Lucas Industries plc and Prestolite Electric Incorporated
3.1(1) Certificate of Incorporation of Prestolite Electric Incorporated
3.2(1) Certificate of Amendment of Certificate of Incorporation of Prestolite
Electric Incorporated
3.3(1) Amended and Restated Certificate of Incorporation of the Registrant
3.4(1) Certificate of Amendment to Amended and Restated Certificate of
Incorporation of the Registrant
3.5* Certificate of Amendment of Certificate of Incorporation of the
Registrant
3.6(1) By-Laws of Prestolite Electric Incorporated
3.7(1) By-Laws of the Registrant
4.1(1) Indenture, dated as of January 22, 1998, among Prestolite Electric
Incorporated, the Registrant and U.S. Bank Trust National Association
(formerly known as First Trust National Association) as Trustee,
including forms of Senior Notes
4.2(1) Registration Rights Agreement, dated as of January 22, 1998, between
Prestolite Electric Incorporated, the Registrant and Credit Suisse
First Boston Corporation and BT Alex.Brown Incorporated as Initial
Purchasers
</TABLE>
48
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.1(1) Amended and Restated Credit Agreement, dated as of January 22, 1998,
between Comerica Bank and Prestolite Electric Incorporated
10.2(2) Invoice Discounting Agreement, dated as of April 21, 1998, between
Lombard NatWest Discounting Limited and Prestolite Electric Limited
10.3(2) Subordination Agreement, dated as of April 21, 1998, between Lombard
NatWest Discounting Limited, Prestolite Electric Limited and
Prestolite Electric Incorporated
10.4(1) Management Consulting Agreement, dated as of October 31, 1991,
between Prestolite Electric Incorporated and Genstar Investment
Corporation
10.5(1) Amendment No. 1 to Management Consulting Agreement, dated as of
January 1, 1998, between Prestolite Electric Incorporated and
Genstar Investment Corporation
10.6(1) Promissory Note, dated as of January 22, 1998, payable to Lucas
Industries plc by Prestolite Newco, Inc.
10.7(1) Promissory Note, dated as of January 22, 1998, payable to Lucas
Industries plc by Prestolite Newco, Inc.
10.8(1) Promissory Note, dated as of January 22, 1998, payable to Lucas
Industries plc by Prestolite Newco, Inc.
10.9(1) Option Agreement, dated as of January 22, 1998, between Lucas
Industries plc and Prestolite Electric Incorporated
10.10(1) Tax Deed, dated as of January 22, 1998, between Lucas Industries plc,
Prestolite Electric Incorporated and Lucas Indiel Argentina S.A.
10.11(1) Distribution Agreement--South Africa, dated as of January 22, 1998,
by and between Lucas Limited and Lucas Automotive (Pty) Ltd.
10.12(1) Distribution Agreement--Argentina, dated as of January 22, 1998, by
and between Lucas Limited and Lucas Indiel Argentina S.A.
10.13(1) South African Supply Agreement, dated as of January 22, 1998, by and
between Lucas Limited and Lucas Automotive (Pty) Ltd.
10.14(1) Supply and Distribution Agreement for South America (excluding
Argentina), dated as of January 22, 1998, by and between Lucas
Indiel Argentina S.A. and Lucas Diesel do Brasil Ltda.
10.15(1) Acton Trade Mark License, dated as of January 22, 1998, by and
between Lucas Industries plc and Prestolite Electric Limited
10.16(1) Trade Mark License--Argentina, dated as of January 22, 1998, by and
between Lucas Industries plc and Lucas Indiel Argentina S.A.
Prestolite Electric Limited
10.17(1) LAO Sale and Transition Agreement relating to Acton, dated as of
January 22, 1998, by and between Lucas Limited and Prestolite
Electric Limited
10.18(1) License of Intellectual Property Relating to In-Line Diesel Pumps,
dated as of January 22, 1998, by and between Lucas Limited and
Prestolite Electric Limited
10.19(2) Technical Assistance Agreement on Starter Motors and Alternators,
dated as of April 8, 1998, between Prestolite Electric Incorporated
and Hitachi, Ltd.
10.20(1) Prestolite Electric Holding, Inc. Management Stock Option Plan
10.21(1) Lease, dated as of September 3, 1993, between Plymouth Square and
Prestolite Electric Incorporated for the Ann Arbor, Michigan
headquarters property
10.22(1) Lease, dated as of March 8, 1994, between Green Road Associates
Limited Partnership and Prestolite Electric Incorporated for the Ann
Arbor, Michigan research properties
10.24(1) Lease, dated as of March 20, 1996, between Miller-Valentine Partners
Limited and Prestolite Electric Incorporated (as successor by merger
to Prestolite Power Corporation) for the Troy, Ohio property
</TABLE>
49
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
10.25(1) Lease, dated as of November 7, 1997, between Miller-Valentine
Partners Limited and Prestolite Electric Incorporated (as
successor by merger to Prestolite Power Corporation) for the Troy,
Ohio property
10.26(1) Lease, dated as of January 12, 1994, between The City of Wagoner,
Oklahoma and Prestolite Electric Incorporated for the Wagoner,
Oklahoma property
10.27(1) Lease Agreement, dated as of June 14, 1996, between Duke Realty
Limited Partnership and Prestolite Electric Incorporated, as
amended, for the sale and leaseback of the Florence, Kentucky
property
10.28(1) License Agreement, dated as of October 29, 1991, among PMI Holding,
Corp., Prestolite Electric Incorporated, Prestolite Electric of
New York, Inc., Prestolite Electric of Michigan, Inc., and
Prestolite Technology Corp. and the Registrant
10.29(1) Employment Agreement, dated as of January 1, 1997, between the
Registrant and P. Kim Packard
10.30(1) Employment Agreement, dated as of January 1, 1997, between the
Registrant and Kenneth C. Cornelius
10.31(1) Employment Agreement, dated as of January 1, 1997, between the
Registrant and Thomas E. Hunt
10.32(1) Employment Agreement, dated as of January 1, 1997, between the
Registrant and Michael Lea
10.33(1) Employment Agreement, dated as of January 1, 1997, between the
Registrant and Thomas C. Dolson
10.34(1) Employment Agreement, dated as of January 1, 1997, between the
Registrant and I. Conrad Schwab
10.35*, ** Collaboration and Patent and Know-How License Agreement, dated as
of June 24, 1998, between Prestolite Electric Incorporated and
Ecoair Corp., as amended
12* Statement of Computation of Ratio of Earnings to Fixed Charges
21* Subsidiaries of Prestolite Electric Holding, Inc.
27* Financial Data Schedule
</TABLE>
- --------
* Filed herewith
** Portions of this agreement are the subject of a confidential treatment
request by the Registrant to the Securities and Exchange Commission.
(1) Previously filed as an exhibit with our registration statement on Form S-
4 dated April 3, 1998
(2) Previously filed as an exhibit with amendment number 1 to our
registration statement on Form S-4 dated June 10, 1998
(b) Financial Statement Schedules
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the
financial statements or the notes thereto.
50
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Prestolite Electric Holding, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ann Arbor, State of Michigan on the 29th day of
March 1999.
PRESTOLITE ELECTRIC HOLDING, INC.
By: /s/ P. Kim Packard
----------------------------------
P. Kim Packard
Director, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Prestolite
Electric Holding, Inc. and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ P. Kim Packard President, Chief Executive March 29, 1999
____________________________________ Officer (principal
P. Kim Packard executive officer),
Director
/s/ Richard D. Paterson Chairman of the Board, March 29, 1999
____________________________________ Director
Richard D. Paterson
/s/ Kenneth C. Cornelius Senior Vice President, Chief March 29, 1999
____________________________________ Financial Officer
Kenneth C. Cornelius (principal accounting and
financial officer) and
Secretary
/s/ Ross J. Turner Director March 29, 1999
____________________________________
Ross J. Turner
/s/ John A. West Director March 29, 1999
____________________________________
John A. West
</TABLE>
51
<PAGE>
Exhibit 3.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
PEI HOLDING, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of PEI HOLDING, INC. be
amended by changing the First Article thereof so that, as amended, said
Article shall be and read as follows:
The name of the corporation is: Prestolite Electric Holding, Inc.
SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said PEI HOLDING, INC. has caused this certificate to
be signed by K. C. Cornelius, its Vice President, and D. P. Chelminski, its
Treasurer, this Thirtieth day of December, 1998.
PEI HOLDING, INC.
By: /s/ K. C. Cornelius
------------------------------
By: /s/ D. P. Chelminski
-----------------------------
<PAGE>
Exhibit 10.35
NOTE: Portions of this exhibit are the subject of a Confidential Treatment
Request by the Registrant to the Securities and Exchange Commission. Such
portions have been deleted and are marked with "******" in place of the deleted
language.
COLLABORATION
AND
PATENT AND KNOW-HOW LICENSE
AGREEMENT
Between
ECOAIR CORP.
("LICENSOR")
and
PRESTOLITE ELECTRIC INCORPORATED
("LICENSEE")
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
SECTION 1. Definitions......................................... 1
1.1 "Affiliate"................................................... 1
---------
1.2 "Confidential Information".................................... 1
-----------------------
1.3 "Field of Use-One"............................................ 1
----------------
1.4 "Field of Use-Two"............................................. 1
----------------
1.5 "Fields of Use"............................................... 2
-------------
1.6 "Fully Absorbed Factory Cost"................................. 2
---------------------------
1.7 "Improvements"................................................ 2
------------
1.8 "Know-How".................................................... 2
--------
1.9 "Net Revenues"................................................ 2
------------
1.10 "Non-Lundell Hybrid Alternator".............................. 3
-----------------------------
1.11 "Patents".................................................... 3
-------
1.12 "Products"................................................... 4
--------
1.13 "Royalty".................................................... 4
-------
1.14 "Sell"....................................................... 4
----
1.15 "Sublicensee"................................................ 4
-----------
1.16 "Territory".................................................. 4
---------
1.17 "Valid Claim"................................................ 4
-----------
SECTION 2. Grant............................................... 4
2.1 License....................................................... 4
-------
2.2 Transfer of Know-How.......................................... 5
--------------------
2.3 Reservation of Rights......................................... 5
---------------------
2.4 Sublicenses................................................... 5
-----------
SECTION 3. Consideration....................................... 5
3.1 Payment of Royalty............................................ 5
------------------
3.2 Minimum Royalties............................................. 8
-----------------
3.3 Royalty Reports............................................... 10
---------------
3.4 Payments...................................................... 10
--------
3.5 Withholding Taxes............................................. 10
-----------------
3.6 Records....................................................... 11
-------
3.7 Currency, Manner and Place of Payment......................... 12
-------------------------------------
SECTION 4. Patents............................................. 12
4.1 Patent Prosecution............................................ 12
------------------
4.2 Patent Marking................................................ 12
--------------
4.3 Licensor Representations and Warranties....................... 12
---------------------------------------
4.4 Validity of Patents........................................... 13
-------------------
4.5 Infringement of Patents....................................... 13
-----------------------
4.6 Disclaimer of Warranties...................................... 13
------------------------
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
SECTION 5. Indemnity and Insurance............................. 14
5.1 Indemnity..................................................... 14
---------
5.2 Insurance..................................................... 14
---------
SECTION 6. Mutual Covenants.................................... 14
6.1 Sales by Licensee............................................. 15
-----------------
6.2 Compliance with Laws.......................................... 15
--------------------
6.3 Technical Assistance.......................................... 15
--------------------
6.4 Licensor's Covenant as to Future Licensing and Manufacturing.. 15
------------------------------------------------------------
6.5 Management Meetings........................................... 16
-------------------
6.6 Licensee Marketing Materials.................................. 16
----------------------------
6.7 Improvements.................................................. 16
------------
6.8 Manufacturing................................................. 17
-------------
SECTION 7. Term and Termination................................ 17
7.1 Term.......................................................... 17
----
7.2 Termination by Licensor....................................... 17
-----------------------
7.3 Termination by Licensee....................................... 18
-----------------------
7.4 Licensee's Additional Right to Terminate...................... 19
----------------------------------------
7.5 Rights and Duties Upon Termination............................ 19
----------------------------------
SECTION 8. Remedies............................................ 19
SECTION 9. Successors and Assigns, Etc......................... 19
SECTION 10. Entire Agreement.................................... 20
SECTION 11. Notices............................................. 20
SECTION 12. Changes............................................. 21
SECTION 13. Counterparts........................................ 21
SECTION 14. Headings............................................ 21
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
SECTION 15. Nouns and Pronouns................................... 22
SECTION 16. Governing Law........................................ 22
SECTION 17. Severability......................................... 22
</TABLE>
iii
<PAGE>
COLLABORATION AND PATENT AND KNOW-HOW
--------------------------------------
LICENSE AGREEMENT
-----------------
THIS AGREEMENT, dated as of June 24, 1998, is entered into between ECOAIR
CORP., a Delaware corporation (the "Licensor") and PRESTOLITE ELECTRIC
INCORPORATED, a Delaware corporation (the "Licensee").
WHEREAS, the Licensor owns certain patents and patent applications and
know-how relating to the manufacture, use and sale of alternators;
WHEREAS, the Licensee desires a license under such patents, patent
applications and know-how to manufacture, use and sell alternators in the Fields
of Use (as hereinafter defined).
NOW THEREFORE, in consideration of the promises and material covenants and
agreements herein contained, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
-----------
1.1 "Affiliate" shall mean any person or entity that, directly or
-----------
indirectly, controls, is controlled by, or is under common control with, a
party. "Control" means the direct or indirect legal or beneficial ownership of
more than fifty percent (50%) of the outstanding voting rights of such person or
entity.
1.2 "Confidential Information" shall have the meaning set forth in a
--------------------------
certain Mutual Confidentiality and No-Hire Agreement between the parties and
dated the date hereof.
1.3 "Field of Use-One" shall mean only the following fields (a) ***** and
------------------
other vehicles that currently use one or more alternators that produce in the
aggregate approximately *****, (b) ***** that currently use one or more
alternators that produce approximately *****, (c) *****, and (d) *****.
1.4 "Field of Use-Two" shall mean only the following fields (a) ***** as
----------------
currently defined by the Society of Automotive
<PAGE>
Engineers and having gross vehicle weight restrictions (respectively) as follows
*****, (b) *****, (c) ***** that require specially designed *****, (d) the
*****, and (e) *****. Notwithstanding anything else contained herein, the
following, although not an inclusive listing, are part of the ***** and as such
are not covered by the Fields of Use: *****.
1.5 "Fields of Use" shall mean both Field of Use-One and Field of Use-Two.
-------------
Furthermore, the Fields of Use shall only apply with respect to Products
specifically designed for the markets described in the definitions of Field of
Use-One and Field of Use-Two which Products are sold through a channel that, in
each case, regularly and primarily supplies those markets. If the Products may
be used in other markets, the parties shall use reasonable efforts to negotiate
and agree whether such markets shall be included in the Fields of Use (and if
so, which Field of Use), and on what terms, provided that neither party shall
have an obligation to modify the Agreement.
1.6 "Fully Absorbed Factory Cost" shall mean *****, all calculated
---------------------------
consistent with Schedule A and the parties' expectation that Fully Absorbed
----------
Factory Cost shall be determined in good faith. In calculating costs of *****
and *****, costs shall not exceed regularly available costs from arms length
sellers. *****.
1.7 "Improvements" shall mean improvements on or derivations from the
------------
technology covered by the claims of any of the Patents that are useful in
connection with the manufacture or use of the Products, developed by Licensor
or, to the extent Licensor is permitted to grant a sublicense to Licensee,
licensed by the Licensor from a third party.
1.8 "Know-How" shall mean proprietary information, ideas, methods,
--------
techniques or processes owned or, to the extent Licensor is permitted to grant a
sublicense to Licensee, controlled, by Licensor and necessary or useful in the
production and sale of the Products that are claimed by the Patents.
1.9 "Net Revenues" shall mean the total gross sales price of the Products,
------------
less only volume, trade and cash discounts and allowances to customers and
returns to the extent credit is given to the customer. Notwithstanding the
foregoing, Net Revenues from sales or other dispositions made by Licensee to any
2
<PAGE>
purchaser (other than a purchaser who acquires Product for resale) that is an
Affiliate of Licensee, or which otherwise does not deal at arms-length with
Licensee, shall be the price at which Licensee at the time of such sales or
dispositions would invoice Products to similar purchasers dealing at arms-length
with Licensee. Sales to Affiliates who acquire Product for resale shall be
deemed sales for purposes of determining Net Revenues and calculating Royalties
on the date of such Affiliate's sale to an unaffiliated customer.
In the event that Licensee shall lease or otherwise make available Products
to others under circumstances where no sale or disposition takes place, the term
"Net Revenues" shall be computed on an amount not less than the price at which
Licensee (at the time that it leased or otherwise made available such Products)
would invoice such Products to purchasers dealing at arms-length with Licensee.
This Section 1.9 shall not apply to prototypes or other Products made
available solely for design, demonstration or engineering purposes unless such
Products are transferred for value.
1.10 "Non-Lundell Hybrid Alternator" shall mean an alternator containing
-----------------------------
both permanent magnets and wound fields, but which does not utilize a Lundell or
claw pole configuration.
1.11 "Patents" shall mean the patent(s) and patent applications listed on
-------
Schedule B attached hereto, together with (in each case) all continuations or
- ----------
continuations-in-part (to the extent that the subject matter of such
continuations or continuations-in-part is not new matter), divisionals, or
substitute patents, all reissues or reexaminations of all such applications or
patents, all extensions of any such patents, all foreign counterparts of such
patents and patent applications; and all patents and patent applications filed
by or on behalf of Licensor or issued during the term of this Agreement to
Licensor for any Improvements. As of the date of this Agreement, Schedule B
----------
includes all Licensor patents and patent applications owned or, to the extent
Licensor is permitted to grant a sublicense to Licensee, controlled, by Licensor
relating to the manufacture, use or sale of the Products, and shall be subject
to amendment
3
<PAGE>
from time to time to update the status of and information pertaining to the
listed patents, patent applications and Improvements.
1.12 "Products" shall mean an inverter, regulator or Non-Lundell Hybrid
--------
Alternator falling within any of the Valid Claims of the Patents and/or covered
by the Know-How and that produces electricity only. Notwithstanding the
foregoing, the term "Products" shall not include a product that is a combination
of an alternator and starter.
1.13 "Royalty" shall mean the amount set forth in Section 3 hereof.
-------
1.14 "Sell" shall mean use, make, offer for sale, import, sell and
----
otherwise dispose of, with a corresponding meaning for "Sale".
1.15 "Sublicensee" shall mean an Affiliate of Licensee who has been granted
-----------
a sublicense to manufacture the Products in accordance with the terms of this
Agreement.
1.16 "Territory" shall mean the world, subject to the rights granted to
---------
third parties as set forth in Schedule C hereto.
----------
1.17 "Valid Claim" shall mean either (a) a claim of an issued and unexpired
-----------
patent within the Patents which has not been held permanently revoked,
unenforceable or invalid by a decision of a court or other governmental agency
of competent jurisdiction, unappealable or unappealed within the time allowed
for appeal, and which has not been admitted to be invalid or unenforceable
through reissue on disclaimer or otherwise, or (b) a claim of a patent
application within the Patents pending before the patent office in the
Territory.
SECTION 2. GRANT
-----
2.1 License. Licensor hereby grants Licensee a non-exclusive,
-------
nontransferable license, with a right to sublicense to Sublicensees as set forth
in Section 2.4 below, under the Patents and Know-How to Sell the Products within
the Territory and solely for the Fields of Use, subject to the limitations and
exceptions set forth in this Agreement.
4
<PAGE>
2.2 Transfer of Know-How. Licensor agrees to promptly supply to Licensee
--------------------
all the Know-How by reasonable methods agreed upon with Licensee. The Know-How
is and shall be considered Confidential Information.
2.3 Reservation of Rights. No license is granted to Licensee except as
---------------------
specifically set forth in this Agreement, and Licensee shall not use the Patents
and Know-How to Sell anything other than Products.
2.4 Sublicenses. Licensee shall have the right to sublicense to one or
-----------
more Sublicensees provided Licensee gives Licensor prior written notice of such
sublicense, and provided further that the sublicenses permitted by this
Agreement: (i) are pursuant to a written agreement between Licensee and each
Sublicensee no more expansive in scope, where applicable, than the terms of this
Agreement, and (ii) are co-terminable with, or terminate prior to, this
Agreement.
SECTION 3. CONSIDERATION.
-------------
3.1 Payment of Royalty. In consideration for the rights and covenants
------------------
granted to Licensee pursuant to Section 2 and Licensor's other obligations
contained herein, Licensee agrees to pay Licensor Royalties as follows.
(a) In connection with each of the Products produced for Field of
Use-One, until the last of the Patents covering the Sale of such Product in
Field of Use-One expires, Royalties shall be the greater of (i) ***** of
the Net Revenues from the sale of Products within Field of Use-One for the
applicable royalty period, and (ii) an amount equal to ***** of the
difference between (A) ***** of the Net Revenues from the sale of Products
within Field of Use-One for the applicable royalty period, less (B)
----
Licensee's Fully Absorbed Factory Cost for such Products for such royalty
period. Notwithstanding the foregoing, in connection with calculating an
amount pursuant to clause (ii) above, there shall not be included in Net
Revenues for purposes of computing Royalties ***** of the Net Revenues from
sales of the Products produced for the vehicles described in Section 1.3(b)
hereof, with such ***** being calculated on no greater than ***** of Net
Revenues from
5
<PAGE>
such sales in the ***** months ending at the end of the applicable monthly
Royalty payment period.
(b) In connection with Products produced for Field of Use-One, at
such time as the foregoing paragraph (a) is no longer applicable, Royalties
shall nonetheless continue as to Products produced for Field of Use-One in
recognition of the value of the Know-How, and such Royalties shall be as
provided in paragraph (d) below.
(c) Subject to the eventual applicability of paragraph (b) above,
that portion of the Net Revenues from sales of Products produced for those
vehicles described in Section 1.3(b) hereof as described in the last
sentence of paragraph (a) above, which portion is excluded from the
calculation of Net Revenues for purposes of such paragraph (a), shall bear
a Royalty as provided in paragraph (d) below.
(d) In connection with Products sold within Field of Use-Two and with
Products sold within Field of Use-One pursuant to paragraphs (b) and (c)
above, Royalties shall be ***** of Net Revenues, provided that if at any
time during any calendar year the total of the Royalties payable and paid
pursuant to paragraphs (a) and (c) above together with the Royalties
payable and paid pursuant to this paragraph (d) exceed *****, then the
Royalty rate called for by this paragraph (d) shall be ***** of Net
Revenues received for the balance of such calendar year from the sales of
the Products referred to in this Section 3.1(d).
(e) In the event that the parties become aware of an alleged
infringement or prospective infringement of the rights of a third party
(other than a Sublicensee or other Affiliate of Licensee) (a "Third Party")
as a result of the Sale by Licensee of one or more Products in the Fields
of Use in the United States, Canada or one or more countries in Europe
("Territory One"), which alleged or prospective infringement directly
relates to U.S. Patent No. 5,397,975 (the "Basic Patent"), the parties
shall investigate the situation fully in collaboration with one another and
agree to take appropriate action to deal with such alleged or prospective
infringement in the affected countries in Territory One (the "Affected
Territory One
6
<PAGE>
Countries"). If the Third Party is entitled to receive royalties, damages
in lieu of royalties or other compensation pursuant to a settlement
agreement with such Third Party (provided that there shall be no Royalty
reduction pursuant to this Section 3.1(e) unless such settlement shall have
been consented to in advance in writing by Licensor, in Licensor's sole
discretion) or a final judgment issued by a court of competent
jurisdiction, then the Royalties payable by Licensee pursuant to Sections
3.1(a) and (d) with respect to the Sale of that specific Product in the
Affected Territory One Country shall be reduced by *****; provided,
however, in no case shall the Royalty paid to Licensor fall below ***** in
the Affected Territory One Country. Any royalties paid to a Third Party in
Territory One by Licensee pursuant to this Section 3.1(e) shall, for
purposes of Section 3.2, be deemed to have been Royalties paid to Licensor.
(f) In the event that the parties become aware of an alleged
infringement or prospective infringement of the rights of a Third Party as
a result of the Sale by Licensee of one or more Products in the Fields of
Use outside Territory One ("Territory Two"), which alleged or prospective
infringement directly relates to the Basic Patent, the parties shall
investigate the situation fully in cooperation with one another and agree
to take appropriate action to deal with such alleged or prospective
infringement in the affected countries in Territory Two (the "Affected
Territory Two Countries"). If the Third Party is entitled to receive
royalties, damages in lieu of royalties or other compensation pursuant to a
settlement agreement with such Third Party (provided that there shall be no
Royalty reduction pursuant to this Section 3.1(f) unless such settlement
shall have been consented to in advance in writing by Licensor, in
Licensor's sole discretion) or a final judgment issued by a court of
competent jurisdiction, then the Royalties payable by Licensee pursuant to
Sections 3.1(a) and (d) with respect to the Sale of that specific Product
in the Affected Territory Two Country shall be reduced by *****; provided,
however, in no case shall the Royalty paid to the Licensor fall below *****
of the royalties otherwise payable pursuant to Sections 3.1(a) and (d) in
the Affected Territory Two Country.
7
<PAGE>
(g) In the event that the parties become aware of an alleged
infringement or prospective infringement of the rights of a Third Party as
a result of the Sale by Licensee of one or more Products in the Fields of
Use in Territory One or Two, which alleged or prospective infringement
directly relates to any Patents other than the Basic Patent, the parties
shall investigate the situation fully in cooperation with one another and
agree to take appropriate action to deal with such alleged or prospective
infringement in the affected countries in the Territory.
3.2 Minimum Royalties.
-----------------
(a) For each of the following fiscal years (or in the case of fiscal year
1999, the fiscal month that begins nearest June 1 through December 31), if as of
any Report Date (as defined in Section 3.3(a) below), the aggregate amount of
Royalties paid pursuant to Section 3.1 (including any royalties paid to Third
Parties pursuant to Section 3.1(e)) after the date hereof and up to and
including such Report Date are less than the aggregate amount of the monthly
minimum amounts set forth below accrued up to and including such Report Date,
then Licensee shall pay (as provided in Section 3.4) such additional amount as
may be necessary to cause the cumulative amount of Royalties paid for such
fiscal years pursuant to Section 3.1 (including any royalties paid to Third
Parties pursuant to Section 3.1(e)) through the Report Date to equal the
aggregate amount of the monthly minimum amounts set forth below (in thousands):
Year Monthly Minimums
---- ----------------
***** $***** *
***** $*****
***** $*****
***** $*****
*Commencing on the fiscal month
starting nearest June 1, 1999.
8
<PAGE>
In the event that Licensee shall make any minimum Royalty payment pursuant to
this Section 3.2, Licensee may thereafter reduce Royalty payments otherwise
payable pursuant to Section 3.1 by the amount of such minimum Royalty payment;
provided that in no event shall the cumulative amount of Royalties paid by
Licensee to Licensor under this Agreement be less than the aggregate minimum
amounts set forth in this Section 3.2 as of any Report Date.
(b) For each of the following fiscal years (or parts thereof), as of
any Report Date, if the Royalties paid pursuant to Section 3.1 (including any
royalties paid to Third Parties pursuant to Section 3.1(e)) are less than the
amounts set forth below, then Licensee shall pay (as provided in Section 3.4)
such additional amount as may be necessary to cause the total monthly payment to
equal the amounts set forth below (in thousands):
Year Monthly Minimums
---- ----------------
***** $*****
***** $***** **
**This figure will increase by ***** a year on the first
Report Date of each fiscal year commencing with the first
Report Date in fiscal year 2005, but not to exceed ***** per
month.
(c) The parties further agree that: (i) Licensor and Licensee shall use
good faith efforts to formulate and agree on Product performance specifications;
(ii) following agreement on the performance specifications, Licensor will use
good faith efforts to design and deliver a prototype Product (the "Prototype")
by December 1, 1998, and (iii) Licensee shall be responsible for the production
engineering of the Licensor's design; provided that Licensor shall assist
Licensee in developing a commercial manufacturing process. For each fiscal
month that the delivery of the Prototype is delayed beyond December 1, 1998, the
schedule (commencement date and annual adjustments) for the required minimum
royalty payments in Section 3.2(a) shall be delayed for a fiscal month.
9
<PAGE>
3.3 Royalty Reports.
---------------
(a) Within fifteen (15) days following the last day of each fiscal month
(each a "Report Date"), any part of which is within the term of this Agreement,
Licensee shall render a report to Licensor setting forth for the preceding
fiscal month (i) the number and type of Products sold; (ii) the total amount of
Royalty payable to Licensor under this Section 3; and (iii) all other
information reasonably requested by Licensor and necessary to show the basis on
which such amounts have been computed. The first Report Date shall be no later
than the earlier of: (x) fifteen (15) days following the last day of the first
fiscal month in which Licensee Sells a Product, or (y) fifteen (15) days
following the last day of the fiscal month that begins nearest June 1, 1999.
(b) In addition, within ninety (90) days following the end of each fiscal
year, Licensee shall use commercially reasonable efforts to provide Licensor
with a certificate from Licensee's independent certified public accountants
certifying that the total Royalty payable to Licensor under this Section 3 as
set forth in Licensee's Royalty reports for the preceding fiscal year are
correct. Alternatively, if the Licensee's accountants certify that the
Royalties payable to Licensor as indicated in Licensee's Royalty reports were
incorrect, Licensee shall accompany the accountant's certificate with the
shortfall, if any. If, despite Licensee's commercially reasonable efforts,
Licensee is unable to provide Licensor with such certificate from its public
accountants, Licensor may request that Licensor's independent certified public
accountants certify the Royalties as provided in this Section 3.3(b) and the
reasonable costs incurred by Licensor's accountants shall be paid by the
Licensee. Notwithstanding the foregoing, in no event shall the failure to obtain
such a certificate from an accounting firm constitute a breach of this
Agreement.
3.4 Payments. Each report rendered in accordance with Paragraph 3.3(a)
--------
shall be accompanied by the amount of Royalty due and payable for the subject
fiscal month.
3.5 Withholding Taxes. All amounts owing to Licensor specified in this
-----------------
Agreement are net amounts, and shall be grossed-up to account for any
withholding taxes, value-added taxes or other taxes, levies or charges with
respect to such
10
<PAGE>
amounts, other than United States taxes payable by Licensor and taxes required
to be withheld or paid by Licensee to the extent such taxes are imposed by
reason of Licensor having a permanent establishment in any country or otherwise
being subject to taxation by such country (except by reason solely of the
licenses granted hereunder), but Licensee shall be credited for the net benefit
actually realized by Licensor for any foreign tax deductions or credits taken by
Licensor with respect to such amounts paid by Licensee. Licensor shall provide
Licensee with administrative assistance and documentation reasonably requested
by Licensee to permit Licensee to realize any available tax deductions or
credits consistent with this Section 3.5.
3.6 Records. Licensee and its permitted Sublicensees shall keep or cause
-------
to be kept full and true books of account and other records in sufficient detail
so that the amounts payable to Licensor under this Agreement can be properly
ascertained. Licensee shall, on reasonable notice and request of Licensor,
permit employees and representatives of Licensor (including auditors and
attorneys) to have access to such books and records as may be reasonably
necessary or useful to determine in respect to any royalty period ending not
more than four (4) years prior to the date of such request, the correctness of
any report or payment under this Agreement, or to obtain information as to the
amounts payable in case of failure of Licensee to report. Such audits may be
exercised during Licensee's normal business hours not more than once a year upon
prior written notice to Licensee. If material discrepancies between reports
previously made to Licensor and the information contained in the examined books
and records are uncovered, Licensor or its agent may then examine earlier books
and records to the extent reasonably available. Such inspections and audits
shall be at the expense of the Licensor unless such audit shall disclose
Royalties payable in any fiscal year that exceed by more than five percent (5%)
the Royalties as shown in Licensee's computation, in which case Licensee shall
pay the reasonable "out-of-pocket" expenses and costs incurred by Licensor to
obtain such audit and payment. Licensor's rights under this Section 3.6 shall
survive termination of this Agreement and nothing in this Section 3.6 shall be
construed as shortening the period established by any applicable statute of
limitations for which Licensor may recover Royalties to which it is entitled.
11
<PAGE>
3.7 Currency, Manner and Place of Payment. All sums payable under this
-------------------------------------
Section 3 shall be paid in U.S. Dollars at Licensor's address set forth in
Section 11 of this Agreement, or such other address as Licensor may from time to
time designate in writing in accordance with Section 11 hereof. All payments
owed under this Agreement shall be made by check or wire transfer to a bank
designated by Licensor unless otherwise specified by Licensor.
SECTION 4. PATENTS
-------
4.1 Patent Prosecution. Licensor shall, at its expense, prosecute and
------------------
maintain (i.e. pay appropriate maintenance fees) the Patents in the United
States. In addition, Licensor may at Licensor's sole discretion and expense,
seek to amend any United States patent applications and make additional United
States filings to include claims reasonably requested by the Licensee to protect
Products contemplated to be sold under this Agreement. If Licensor determines
not to seek to amend or make patent filings, Licensee may request Licensor to
make such reasonable filings at Licensee's expense. In any case, Licensee shall
cooperate fully with Licensor in the preparation, filing, and prosecution of all
patent applications filed pursuant to this Section.
4.2 Patent Marking. Licensee shall apply, and shall require its permitted
--------------
Sublicensees to apply, patent marking notices to the extent feasible and
practical, and in accordance with applicable patent laws.
4.3 Licensor Representations and Warranties. Except as disclosed on
---------------------------------------
Schedule D, Licensor represents and warrants to Licensee that: (i) it owns and
- ----------
has all rights in and to the Patents, subject to rights granted or reserved to
others referred to herein; (ii) it has taken reasonable and appropriate
commercial measures to protect the Know-How; (iii) it has all necessary rights
and authority to enter into and to perform fully all of its obligations and
undertakings pursuant to this Agreement; (iv) it has not entered into any
contract or other arrangement that is in conflict with the terms of this
Agreement; and (v) has no knowledge of any claim or charge of infringement in
respect of the practice of the Patents.
12
<PAGE>
4.4 Validity of Patents. Other than as expressly set forth in Section
-------------------
3.1(e) or 3.1(f) hereof, Licensee assumes the sole risks of potential invalidity
with respect to any Patent subject to this Agreement and Licensor makes no
warranty with respect to the validity of any such Patent.
4.5 Infringement of Patents. Upon learning of the possible infringement
-----------------------
of any of the Patents by a third party in the Fields of Use, each party hereto
shall inform the other party of that fact, and shall supply the other party with
any evidence available to it pertaining to the infringement. Licensor may, at
its sole expense and discretion, take all necessary steps to enjoin the
infringement and recover damages therefor, and shall be entitled to retain all
damages recovered; provided, however, that Licensor shall offer Licensee the
-------- -------
opportunity to join in any legal proceedings relating to the patent infringement
and if Licensee joins in such legal proceedings, Licensee and Licensor shall
share equally (or, in the event that any other licensees of Licensor join in
such legal proceedings, the parties and third party licensees shall share on an
equitable basis) the expenses and the recovery, if any, but control of the
conduct of the litigation shall remain with Licensor. If Licensor fails or
refuses within ninety (90) days after receipt of written notice to institute
legal action against any alleged infringer, Licensee shall then have the right,
but not the obligation, to institute appropriate legal action in the name of
Licensor (or as its assignee of such infringement claim), in which case Licensee
shall retain all sums recovered in such legal action and shall pay Licensor a
royalty equal to *****. In any such legal action, whether instituted by either
party, each party shall fully cooperate with the other in the preparation and
signing of documents and in providing (at the sole expense of the party
instituting such action) reasonable assistance, including technical and
management witnesses, technical assistance and all relevant records, reports,
data and other information.
4.6 Disclaimer of Warranties. Licensor makes no representations or
------------------------
warranties as to the validity or enforceability of any Patents or Know-How.
Licensee acknowledges it has entered into this Agreement based upon its
independent review of the Patents and the Know-How and is not relying on any
oral or written representations other than those contained in this Agreement.
13
<PAGE>
SECTION 5. INDEMNITY AND INSURANCE
-----------------------
5.1 Indemnity. Licensee, for and in consideration of and as a condition
---------
to granting of this license, hereby agrees to defend, indemnify and hold
harmless against any and all liability, loss, damage, claim or expense,
including attorney's fees, and release and forever discharge Licensor, its
directors, officers, contractors and employees (an "Indemnified Party"), from
-----------------
any and all claims, actions and demands whatsoever which any or all other
persons (including Licensee and its employees, agents and contractors) have
against an Indemnified Party, by reason of any personal injury, death, property
or other damage, or other consequences arising or resulting, directly or
indirectly, from the Sale of the Products, including, but not limited to, any
claims of patent infringement and products liability; provided, however, that
-------- -------
such indemnification shall not apply with respect to any claims relating to
title to or the validity of the Patents or Know-How. Licensee agrees to pay
promptly to an Indemnified Party the amount of all liability, loss, damage,
claims or expense to which the foregoing indemnity relates. The indemnification
rights of Licensor are independent of and in addition to such rights and
remedies that Licensor may have at law, in equity or otherwise.
5.2 Insurance. Subject to the following two sentences, Licensee will
---------
cause Licensor to be named as an additional insured on Licensee's general
liability and product liability insurance policies in respect of the indemnified
liabilities in this Section 5. The parties hereby acknowledge that, as of the
date hereof, no costs will be incurred by either party from such naming of
Licensor as an additional insured. Licensee shall promptly notify Licensor of
any future additional costs resulting solely from naming Licensor as an
additional insured, and at Licensor's request, Licensee will continue to cause
Licensor to be named as an additional insured, in which case, Licensee shall
promptly pay such additional costs to such insurance carrier and Licensor will
promptly reimburse Licensee for such additional costs. Licensee shall keep
Licensor fully informed as to the existence of such coverage and furnish to
Licensor upon request appropriate and customary certificates evidencing the
existence of such coverage.
SECTION 6. MUTUAL COVENANTS.
----------------
14
<PAGE>
6.1 Sales by Licensee. Licensee, at all times during the term of this
-----------------
Agreement, shall use its commercially reasonable efforts to promote and satisfy
the demand for, and to manufacture and sell, the Products. Without, in any way,
limiting the obligations of Licensee to use commercially reasonable efforts with
respect to the manufacture and sale of Products as set forth in the preceding
sentence, Licensor acknowledges that during the term hereof, Licensee may engage
in, or have a direct or indirect interest in businesses that engage in, the
manufacture or sale of products that compete with the Products.
6.2 Compliance with Laws. Licensee agrees that it will endeavor to take
--------------------
all such steps and perform all such acts as may be required to comply in all
material respects with all laws, statutes, ordinances and governmental
regulations required for the conduct of its business in the manufacture and Sale
of the Products within the Territory.
6.3 Technical Assistance. At Licensee's reasonable request, Licensor
--------------------
shall provide its available technical and other personnel to (i) transfer all
necessary or useful non-documentary Know-How and (ii) assist Licensee in the
manufacture, quality control, testing, and use of the Products. Such assistance
shall be provided at Licensor's own expense except that Licensee shall pay
Licensor's out of pocket costs of travelling to provide such technical
assistance.
6.4 Licensor's Covenant as to Future Licensing and Manufacturing.
------------------------------------------------------------
(a) Except as otherwise provided in this Section 6.4, Licensor agrees that
it will not license another ***** to manufacture Products that are specifically
designed for and are sold through channels that normally supply the following
markets ***** (the products referred to in items (i) through (iv) of this
Section 6.4 shall be collectively referred to as the "Restricted Products").
Nothing in this Section 6.4 shall in any way limit Licensor's right to license
(x) *****, to the extent contemplated by the existing agreements, or most recent
draft agreements with those entities described in Exhibit C hereto or (y) *****.
(b) In addition, for a period of ***** from the date hereof, Licensor will
not enter into a license that grants any entity the
15
<PAGE>
right to manufacture or sell Products produced for the ***** described in
Section 1.3(a) above within such *****.
(c) In addition, Licensor agrees that it will not manufacture in the
United States (directly or through an Affiliate) Restricted Products for Sale in
the Fields of Use, except that this provision shall not bind successors or
assigns of Licensor if such successor or assign would be a permitted licensee of
Restricted Products pursuant to Section 6.4(a) above.
6.5 Management Meetings. The parties agree to designate one or more
-------------------
members of their senior management who shall meet no less frequently than every
two (2) months to consider strategy, marketing and technology issues. The
meeting shall alternate between Licensor and Licensee locations. Licensee
agrees to carefully consider Licensor recommendations as to technology and
marketing matters, but Licensee shall have sole decision-making as to such
matters. Each party shall bear its own expenses in attending such meetings.
6.6 Licensee Marketing Materials. All marketing materials produced by or
----------------------------
for Licensee that relate to the Products shall refer to the fact that the
Product technology is licensed from Licensor.
6.7 Improvements.
------------
(a) Licensor shall promptly inform Licensee of all future Know-How and
Improvements developed or, to the extent Licensor is permitted to grant a
sublicense to Licensee, acquired by Licensor during the duration of this
Agreement. All such future Know-How and Improvements shall be deemed included
under the license granted herein without any additional Royalty or other
payments.
(b) Licensee shall promptly disclose to Licensor any future know-how,
improvements and other information developed or, to the extent Licensee is
permitted to grant a sublicense to Licensor, acquired by Licensee during the
duration of this Agreement that are necessary or useful to the Sale of the
Products ("Licensee Improvements"). Licensee hereby grants Licensor a non-
exclusive, royalty-free, perpetual, non-transferable license, with right to
sublicense by Licensor (subject to the condition of reciprocity set forth in
Section 6.7(c) below) to Sell Products covered by any and all Licensee
Improvements (whether patented, patentable
16
<PAGE>
or otherwise) developed or, to the extent Licensee is permitted to grant a
sublicense to Licensor, acquired by Licensee during the duration of this
Agreement, subject to the restrictions contained in Section 6.4 hereof as long
as such restrictions are applicable to Licensor. Licensee shall obtain written
agreement of its employees, subcontractors and agents, to the reasonable
satisfaction of Licensor to execute and deliver to Licensee assignments of all
such Licensee Improvements developed by them.
(c) Notwithstanding the provisions of Section 6.7(b) above, Licensor may
not grant a third party a sublicense to Licensee's Improvements to sell Products
unless each such sublicensee agrees to permit their future know-how,
improvements and other information necessary or useful to the Sale of Products
and licensed to Licensor to be sublicensed to Licensee by Licensor on a
reciprocal basis.
6.8 Manufacturing. Licensor shall keep Licensee regularly informed of the
-------------
location where it manufactures Products.
SECTION 7. TERM AND TERMINATION.
--------------------
7.1 Term. Unless terminated earlier under the provisions of Section 7.2,
----
7.3 or 7.4, this Agreement shall continue in full force and effect until the
later of (a) the expiration of all Patents in force and effect in the Territory
covering Products Sold by Licensee or (b) ninety-nine (99) years from the date
hereof.
7.2 Termination by Licensor. Without prejudice to any other rights it may
-----------------------
have hereunder or at law or in equity, Licensor may terminate this Agreement
immediately by written notice to Licensee upon the occurrence of any of the
following:
(a) Licensee fails to pay any Royalty or other payment due hereunder for
more than fifteen (15) days after Licensor's written notice of such failure.
(b) Licensee becomes insolvent, an order for relief is entered against
Licensee under any bankruptcy or insolvency laws or laws of similar import or a
receiver or custodian is appointed for it under insolvency laws or laws of
similar import.
17
<PAGE>
(c) Licensee makes an assignment for the benefit of its creditors or its
business is placed under attachment, garnishment or other process involving a
significant portion of its business and such process is not dismissed or removed
within ninety (90) days.
(d) Licensee breaches any provision of this Agreement (other than payment
of Royalty) in a material respect and such breach continues for more than thirty
(30) days following written notice of such breach.
(e) Commencing on or after the first stocking by Licensee of normal
distribution channels, Licensee substantially discontinues or curtails the
production, manufacture and sale of Products for more than one hundred twenty
(120) days, except to the extent due to causes beyond Licensee's reasonable
control from fire, strike, labor difficulties, act or omission of any
governmental authority, insurrection or riot, embargo, delays or shortages in
transportation or other causes beyond Licensee's reasonable control.
(f) Licensee breaches any provision of the Confidentiality and No-Hire
Agreement.
7.3 Termination by Licensee. Without prejudice to any other rights it may
-----------------------
have hereunder or at law or in equity, Licensee may terminate this Agreement
immediately by written notice to Licensor upon the occurrence of any of the
following:
(a) Licensor becomes insolvent, an order for relief is entered against
Licensor under any bankruptcy or insolvency laws or laws of similar import or a
receiver or custodian is appointed for it under insolvency laws or laws of
similar import.
(b) Licensor makes an assignment for the benefit of its creditors or its
business is placed under attachment, garnishment or other process involving a
significant portion of its business and such process is not dismissed or removed
within ninety (90) days.
(c) Licensor breaches any provision of this Agreement in a material
respect and such breach continues for more than thirty (30) days following
written notice of such breach.
18
<PAGE>
(d) Licensor breaches any provision of the Confidentiality and No-Hire
Agreement.
7.4 Licensee's Additional Rights to Terminate. Licensee may terminate
-----------------------------------------
this Agreement at any time upon twelve months written notice (the "Early
Termination Notice"), in which case Licensee shall pay Licensor: *****.
7.5 Rights and Duties Upon Termination. Upon termination of this
----------------------------------
Agreement pursuant to Section 7.1, 7.2, 7.3 or 7.4 hereof:
(a) Licensor and Licensee shall be relieved of all obligations, other than
(i) those obligations which have accrued prior to such expiration or termination
and (ii) those obligations, rights and duties contained in Sections 3.6, 4.6,
5.1, 5.2 and 7.5 of this Agreement which shall survive such expiration or
termination.
(b) Licensee shall have no further rights under Licensor's Know-How or
Patents and shall immediately cease using the Licensor's Confidential
Information and Know-How and shall cease the Sale of any Product.
(c) Licensee shall have the right to sell its remaining inventory of
Product in the Fields of Use; provided, however, that Licensee shall pay
-------- -------
Licensor the Royalties otherwise payable pursuant to Section 3 hereof; and
provided, further, that the remaining inventory of Product shall not exceed
customary and reasonable quantities based on Licensee's prior practice.
SECTION 8. REMEDIES. In case any one or more of the covenants and/or
--------
agreements set forth in this Agreement shall have been breached by a party
hereto the non-breaching party may proceed to protect and enforce its rights
either by suit in equity and/or by action at law, including, but not limited to,
an action for damages as a result of any such breach and/or an action for
specific performance of any such covenant or agreement contained in this
Agreement.
SECTION 9. SUCCESSORS AND ASSIGNS, ETC. This Agreement shall bind and
---------------------------
inure to the benefit of the Licensor and Licensee
19
<PAGE>
and their respective successors (to all or substantially all of such party's
business or assets, whether by sale, merger or operation of law) and assigns.
SECTION 10. ENTIRE AGREEMENT. This Agreement and other writings
----------------
delivered pursuant hereto or which form a part hereof contain the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior and contemporaneous arrangements or understandings with
respect thereto.
SECTION 11. NOTICES. All notices, requests, consents and other
-------
communications to be given, delivered or otherwise made hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person, by overnight courier, by facsimile transmission or duly sent by first
class registered or certified mail, postage prepaid, addressed to such party at
the address set forth below or such
20
<PAGE>
other address as may hereafter be designated in writing by the addressee to the
addressor listing all parties:
(a) If to the Licensor, to:
Ecoair Corp.
Five Science Park
New Haven, CT 06511
Attn: President
Facsimile Transmission: (203)777-4777
(b) If to Licensee, to:
Prestolite Electric Incorporated
2100 Commonwealth Boulevard
Ann Arbor, MI 48105
Attn: President
Facsimile Transmission: (734)483-7149
All such notices, advises and communications shall be deemed to have been
received (a) in the case of personal or courier delivery, on the date of such
delivery, and (b) in the case of mailing, on the fourth business day following
the date of such mailing.
SECTION 12. CHANGES. Except as otherwise provided herein, the terms and
-------
provisions of this Agreement may be modified or amended, or any of the
provisions hereof waived, temporarily or permanently, pursuant to the written
consent of the Licensor and Licensee.
SECTION 13. COUNTERPARTS. This Agreement may be executed in any number
------------
of counterparts, and each such counterpart hereof shall be deemed to be an
original instrument, but all such counterparts together shall constitute but one
agreement.
SECTION 14. HEADINGS. The headings of the various sections of this
--------
Agreement have been inserted for convenience of reference only and shall not be
deemed to be part of this Agreement.
21
<PAGE>
SECTION 15. NOUNS AND PRONOUNS. Whenever the context may require, any
------------------
pronouns used herein shall include the corresponding masculine, feminine or
neuter forms, and the singular form of names and pronouns shall include the
plural and vice-versa.
SECTION 16. GOVERNING LAW. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of New York.
SECTION 17. SEVERABILITY If any provision of this Agreement is held to be
------------
invalid or unenforceable and such holding does not affect the validity or
enforceability of this Agreement as a whole, then such provision shall be
deleted and the remaining provisions of this Agreement shall be enforced.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives.
ECOAIR CORP.
By: /s/ Peter S. Knudsen, Jr.
-------------------------
PRESTOLITE ELECTRIC INCORPORATED
By: /s/ P. Kim Packard
------------------
22
<PAGE>
Exhibit 12
PRESTOLITE ELECTRIC HOLDING, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
--------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Income (loss) from continuing operations
before income taxes and extraordinary item 3,666 (1,578) 1,717 5,126 3,350
Fixed charges:
Interest 3,360 4,282 5,313 5,384 13,494
33% of rental expense 543 492 535 1,054 823
----- ------ ----- ------ ------
Total fixed charges 3,903 4,774 5,848 6,438 14,317
----- ------ ----- ------ ------
Income (loss) plus fixed charges 7,569 3,196 7,565 11,564 17,667
----- ------ ----- ------ ------
Ratio of earnings to fixed charges 1.9 NA 1.3 1.8 1.2
===== ====== ===== ====== ======
Amount by which earnings were insufficient
to cover fixed charges NA 1,578 NA NA NA
===== ====== ===== ====== ======
</TABLE>
<PAGE>
Exhibit 21
SUBSIDIARIES OF PRESTOLITE ELECTRIC HOLDING, INC.
-------------------------------------------------
NAME JURISDICTION OF INCORPORATION
- ---- -----------------------------
PEI 1998 LLC Delaware
Prestolite Electric Incorporated Delaware
Prestolite Electric of Michigan Incorporated Delaware
SUBSIDIARIES OF PRESTOLITE ELECTRIC INCORPORATED
------------------------------------------------
<TABLE>
<CAPTION>
NAME JURISDICTION OF INCORPORATION
- ---- -----------------------------
<S> <C>
Equipes Originales S.A. Argentina
Jovas S.A. Argentina
Prestolite Automotive (Proprietary) Limited South Africa
Prestolite Properties (Proprietary) Limited South Africa
Prestolite Indiel Argentina S.A. Argentina
Prestolite Electric Holdings South Africa (Proprietary) Limited South Africa
Prestolite Electric Limited United Kingdom
Prestolite Electric Mauritius Limited Mauritius
756780 Ontario Limited Ontario, Canada
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED INCOME STATEMENTS FOR
PRESTOLITE ELECTRIC HOLDING, INC. AND SUBSIDIARIES AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001057053
<NAME> PRESTOLITE ELECTRIC HOLDING, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 896
<SECURITIES> 0
<RECEIVABLES> 54,615
<ALLOWANCES> (3,338)
<INVENTORY> 52,082
<CURRENT-ASSETS> 107,750
<PP&E> 86,995
<DEPRECIATION> (30,931)
<TOTAL-ASSETS> 188,147
<CURRENT-LIABILITIES> 60,087
<BONDS> 133,565
0
0
<COMMON> 2
<OTHER-SE> 16,623
<TOTAL-LIABILITY-AND-EQUITY> 188,147
<SALES> 282,801
<TOTAL-REVENUES> 282,801
<CGS> 224,561
<TOTAL-COSTS> 263,209
<OTHER-EXPENSES> 2,615
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,494
<INCOME-PRETAX> 3,350
<INCOME-TAX> 1,845
<INCOME-CONTINUING> 1,505
<DISCONTINUED> 0
<EXTRAORDINARY> 1,275
<CHANGES> 0
<NET-INCOME> 230
<EPS-PRIMARY> 0.11
<EPS-DILUTED> 0.10
</TABLE>
