<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d)of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2000
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
--------------- ----------------
--------------
COMMISSION FILE NUMBER 333-49011
--------------
[ADVANCED ACCESSORY SYSTEMS LOGO]
ADVANCED ACCESSORY SYSTEMS, LLC.
(Exact name of Registrant as specified in its Charter)
DELAWARE 13-3848156
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12900 HALL ROAD, SUITE 200, STERLING HEIGHTS, MI 48313
(Address of principal executive offices) (Zip Code)
(810) 997-2900
(Telephone Number)
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No
================================================================================
<PAGE> 2
ADVANCED ACCESSORY SYSTEMS, LLC
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of 1
September 30, 2000 and December 31, 1999
Consolidated Condensed Statements of Income 2
for the Three and Nine Months Ended
September 30, 2000 and 1999
Consolidated Condensed Statements of 3
Cash Flows for the Nine Months
Ended September 30, 2000 and 1999
Consolidated Condensed Statement of Changes 4
in Members' Equity for the Nine Months
Ended September 30, 2000
Notes to Consolidated Condensed Financial 5
Statements
Item 2. Management's Discussion and Analysis of 12
Financial Condition and Results of
Operations
Item 3. Quantitative and Qualitative Disclosures About 18
Market Risk
Part II. Other Information and Signature
Item 1. Legal Proceedings 18
Item 2. Changes in Securities 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Submission of Matters to a Vote of 18
Security-holders
Item 5. Other Information 18
Item 6. Exhibits and Reports on Form 8-K 18
Signature 19
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
ASSETS (Unaudited)
<S> <C> <C>
Current assets
Cash $ 4,073 $ 8,718
Accounts receivable, less reserves
of $3,823 and $4,997, respectively 52,140 46,918
Inventories
Finished goods 13,185 15,523
Work-in-process 8,989 9,871
Raw materials 15,394 13,043
------------- --------------
Total inventory 37,568 38,437
Deferred income taxes 3,254 1,804
Other current assets 8,737 4,879
------------- --------------
Total current assets 105,772 100,756
Property and equipment, net 57,059 59,316
Goodwill, net 77,048 80,674
Other intangible assets, net 4,896 5,729
Deferred income taxes 1,868 1,922
Other noncurrent assets 2,820 2,816
------------- --------------
$ 249,463 $ 251,213
============= ==============
LIABILITIES AND MEMBERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 11,798 $ 12,449
Accounts payable 29,153 26,715
Accrued liabilities 27,964 24,767
------------- --------------
Total current liabilities 68,915 63,931
------------- --------------
Noncurrent liabilities
Deferred income taxes 1,335 1,772
Other noncurrent liabilities 4,534 4,320
Long-term debt, less current maturities 157,399 166,049
------------- --------------
Total noncurrent liabilities 163,268 172,141
------------- --------------
Mandatorily redeemable warrants 5,035 4,810
------------- --------------
Members' equity
Class A Units 17,923 18,083
Other comprehensive loss (708) (1,496)
Accumulated deficit (4,970) (6,256)
------------- --------------
12,245 10,331
------------- --------------
$ 249,463 $ 251,213
============= ==============
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed statements.
1
<PAGE> 4
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net sales $ 72,425 $ 76,019 $ 249,867 $ 243,626
Cost of sales 55,908 56,048 184,243 175,518
------------- ------------- ------------- --------------
Gross profit 16,517 19,971 65,624 68,108
Selling, administrative and
product development expenses 11,021 11,910 34,919 38,329
Amortization of intangible assets 742 767 2,254 2,335
------------- ------------- ------------- --------------
Operating income 4,754 7,294 28,451 27,444
------------- ------------- ------------- --------------
Other income (expense)
Interest expense (4,312) (4,277) (13,275) (13,132)
Foreign currency gain (loss), net (4,912) 1,560 (8,866) (4,059)
Other expense (59) (2) (60) (2,002)
------------- ------------- ------------- --------------
Income (loss) before income taxes (4,529) 4,575 6,250 8,251
Provision (benefit) for income taxes (1,147) 800 (1,139) 931
------------- ------------- ------------- --------------
Net income (loss) $ (3,382) $ 3,775 $ 7,389 $ 7,320
============= ============= ============= ==============
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
2
<PAGE> 5
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
2000 1999
CASH FLOWS FROM OPERATING
<S> <C> <C>
ACTIVITIES:
Net income $ 7,389 $ 7,320
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 10,506 10,701
Loss on disposal of property and equipment 2 13
Deferred taxes (2,049) (1,105)
Foreign currency loss 7,883 2,892
Changes in assets and liabilities, net (3,568) 3,904
------------- --------------
Net cash provided by operating
activities 20,163 23,725
------------- --------------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property and equipment (7,617) (9,449)
Acquisitions, net of cash acquired (2,774) --
------------- --------------
Net cash used for investing activities (10,391) (9,449)
------------- --------------
CASH FLOWS USED FOR FINANCING
ACTIVITIES:
Net increase in revolving loan 2,000 --
Collection on notes receivable for unit purchase 65 31
Payments on long-term debt (10,783) (5,903)
Issuance of membership units -- 748
Repurchase of membership units -- (4,974)
Distributions to members (6,103) (4,720)
------------- --------------
Net cash used for financing activities (14,821) (14,818)
------------- --------------
Effect of exchange rate changes 404 481
------------- --------------
Net decrease in cash (4,645) (61)
Cash at beginning of period 8,718 11,240
------------- --------------
Cash at end of period $ 4,073 $ 11,179
============= ==============
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
3
<PAGE> 6
ADVANCED ACCESSORY SYSTEMS, LLC
CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN MEMBERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Other Total
Class A comprehensive Accumulated members'
Units loss deficit equity
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ 18,083 $ (1,496) $ (6,256) $ 10,331
Collection on notes receivable for unit purchase 65 -- -- 65
Accretion of membership warrants (225) -- -- (225)
Distributions to members -- -- (6,103) (6,103)
Currency translation adjustment -- 788 -- 788
Net income -- -- 7,389 7,389
------------- ------------- ------------- -------------
Balance at September 30, 2000 $ 17,923 $ (708) $ (4,970) $ 12,245
============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of the
consolidated condensed financial statements.
4
<PAGE> 7
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, which are
normal and recurring in nature, necessary to present fairly its
financial position as of September 30, 2000 and December 31, 1999 and
the results of its operations for the three and nine months ended
September 30, 2000 and 1999 and its cash flows for the nine months
ended September 30, 2000 and 1999.
These consolidated condensed financial statements should be read
together with the Company's audited financial statements presented in
the Company's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the Securities and Exchange Commission on March
22, 2000.
2. OTHER EXPENSE
In February 1996, the Company commenced an action against certain
individuals alleging breach of contract under the terms of an October
1992 Purchase Agreement and Employment Agreement with the predecessor
of the Company. The individuals then filed a separate lawsuit against
the Company alleging breach of contract under the respective Purchase
and Employment agreements. On May 7, 1999, a jury in the United States
District Court for the Eastern District of Michigan reached a verdict
against the Company and awarded the individuals approximately $3,800
plus interest and reasonable attorney fees. The Company plans to file
an appeal once a judgment is made by the court. A magistrate is
currently considering arguments concerning the amount to be awarded for
the attorney fees and interest. The Company has issued a $6,350 letter
of credit benefiting the plaintiffs pending the resolution of the
matter. During the first quarter of 1999, the Company increased its
estimated accrual for this matter by $2,000 which charge is included in
other expense. No amounts have been paid as of September 30, 2000.
3. COMPREHENSIVE INCOME
Comprehensive income (loss) for the third quarter of 2000 and 1999 of
$(3,081) and $3,392, respectively, and for the nine months ended
September 30, 2000 and 1999 of $8,177 and $6,848, respectively,
includes reported net income adjusted by the effect of changes in the
cumulative translation adjustment.
4. SIGNIFICANT EVENT
During the second quarter of 2000 one of the Company's significant OEM
customers recalled approximately 380,000 trucks to replace or reinforce
their trailer hitches, which were supplied by the Company. The recall
affects 1998-2000 model year vehicles built between January 1998 and
September 1999. The Company is in the process of working with its
customer to provide technical and other support in response to the
recall. Management can not estimate at this time what the financial
impact would be to the Company, if any, as a result of the recall.
5. CONDENSED CONSOLIDATING INFORMATION
On October 1, 1997, the Company and its wholly-owned subsidiary, AAS
Capital Corporation, issued and sold $125,000 of its 9 3/4 Senior
Subordinated Notes due 2007 ("the Notes"). The Notes are guaranteed on
a full, unconditional and joint and several basis by all of the
Company's direct and indirect wholly-owned domestic subsidiaries. The
following condensed consolidating financial information presents the
financial position, results of operations and cash flows of (i) the
Company as parent, as if it accounted for its subsidiaries on the
equity method, and AAS Capital Corporation as issuers; (ii) guarantor
subsidiaries which are domestic, wholly-owned subsidiaries and include
SportRack LLC, AAS Holdings, Inc., Valley Industries, LLC, and ValTek,
LLC; and (iii) the non-guarantor subsidiaries which are foreign,
wholly-owned subsidiaries and include Brink International B.V. and its
subsidiaries, SportRack International, Inc. and its subsidiary, and
SportRack Automotive GmbH and its subsidiaries. The guarantor and
non-guarantor subsidiaries for the three and nine months ended
September 30, 2000 and 1999 have been allocated a portion of certain
corporate overhead costs on a basis consistent with each subsidiary's
relative business activity and interest on intercompany debt balances.
Separate financial statements of the guarantor subsidiaries are not
presented because management has determined that the separate financial
statements are not material to investors. Since its formation in
September 1997, AAS Capital Corporation has had no operations and has
no assets or liabilities at September 30, 2000.
5
<PAGE> 8
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION-- (continued)
CONDENSED CONSOLIDATING BALANCE SHEET
SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash................................... $ 891 $ 144 $ 3,038 $ -- $ 4,073
Accounts receivable.................... -- 34,251 17,889 -- 52,140
Inventories............................ -- 17,468 20,100 -- 37,568
Deferred taxes and other current assets 65 7,307 4,619 -- 11,991
----------- ----------- ----------- ----------- ----------
Total current assets.............. 956 59,170 45,646 -- 105,772
----------- ----------- ----------- ----------- ----------
Property and equipment, net.............. -- 34,658 22,401 -- 57,059
Goodwill, net............................ 1,035 56,694 19,319 -- 77,048
Intangible assets, net................... 4,087 160 649 -- 4,896
Deferred income taxes and other
noncurrent assets...................... 93 2,179 2,416 -- 4,688
Investment in subsidiaries............... 55,575 9,955 -- (65,530) --
Intercompany notes receivable............ 93,508 -- -- (93,508) --
------------ ----------- ----------- ----------- ----------
Total assets...................... $ 155,254 $ 162,816 $ 90,431 $ (159,038) $ 249,463
============ =========== =========== =========== ==========
LIABILITIES AND MEMBERS'
EQUITY
Current liabilities
Current maturities of long-term debt... $ -- $ -- $ 11,798 $ -- $ 11,798
Accounts payable....................... -- 20,247 8,906 -- 29,153
Accrued liabilities and deferred
income taxes......................... 8,867 8,734 10,363 -- 27,964
------------ ----------- ----------- ----------- ----------
Total current liabilities......... 8,867 28,981 31,067 -- 68,915
------------ ----------- ----------- ----------- ----------
Deferred income taxes and other
noncurrent liabilities................. 1,890 770 3,209 -- 5,869
Long-term debt, less current maturities.. 126,624 -- 30,775 -- 157,399
Intercompany debt........................ -- 50,209 43,299 (93,508) --
Mandatorily redeemable warrants.......... 5,035 -- -- -- 5,035
Members' equity.......................... 12,838 82,856 (17,919) (65,530) 12,245
------------ ----------- ----------- ----------- ----------
Total liabilities and members'
equity............................ $ 155,254 $ 162,816 $ 90,431 $ (159,038) $ 249,463
============ =========== =========== ========== ==========
</TABLE>
6
<PAGE> 9
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLAR IN THOUSANDS)
(UNAUDITEED)
5. CONDENSED CONSOLIDATING INFORMATION-- (continued)
<TABLE>
<CAPTION>
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash................................... $ -- $ 5,469 $ 3,249 $ -- $ 8,718
Accounts receivable.................... -- 32,087 14,831 -- 46,918
Inventories............................ -- 16,361 22,076 -- 38,437
Other current assets................... 13 3,724 2,946 -- 6,683
----------- ----------- ----------- ----------- ----------
Total current assets.............. 13 57,641 43,102 -- 100,756
----------- ----------- ----------- ----------- ----------
Property and equipment, net.............. -- 32,014 27,302 -- 59,316
Goodwill, net............................ 1,065 57,100 22,509 -- 80,674
Intangible assets, net................... 4,423 390 916 -- 5,729
Deferred income taxes and other
noncurrent assets...................... 93 1,988 2,657 -- 4,738
Investment in subsidiaries............... 43,065 9,955 -- (53,020) --
Intercompany notes receivable............ 99,537 -- -- (99,537) --
------------ ----------- ----------- ------------ ----------
Total assets...................... $ 148,196 $ 159,088 $ 96,486 $ (152,557) $ 251,213
============ =========== =========== =========== ==========
LIABILITIES AND MEMBERS'
EQUITY
Current liabilities
Current maturities of long-term debt... $ -- $ -- $ 12,449 $ -- $ 12,449
Accounts payable....................... -- 18,090 8,625 -- 26,715
Accrued liabilities and deferred
income taxes......................... 5,524 9,231 10,012 -- 24,767
------------ ----------- ----------- ----------- ----------
Total current liabilities......... 5,524 27,321 31,086 -- 63,931
------------ ----------- ----------- ----------- ----------
Deferred income taxes and other
noncurrent liabilities................. 1,553 608 3,931 -- 6,092
Long-term debt, less current maturities.. 124,597 -- 41,452 -- 166,049
Intercompany debt........................ -- 64,189 35,348 (99,537) --
Mandatorily redeemable warrants.......... 4,810 -- -- -- 4,810
Members' equity.......................... 11,712 66,970 (15,331) (53,020) 10,331
------------ ----------- ----------- ----------- ----------
Total liabilities and members'
equity............................ $ 148,196 $ 159,088 $ 96,486 $ (152,557) $ 251,213
============ =========== =========== =========== ==========
</TABLE>
7
<PAGE> 10
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION-- (continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales................................ $ -- $ 49,510 $ 22,915 $ -- $ 72,425
Cost of sales............................ -- 39,836 16,072 -- 55,908
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 9,674 6,843 -- 16,517
Selling, administrative and product
development expenses................... 372 6,150 4,499 -- 11,021
Amortization of intangible assets........ 9 547 186 -- 742
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (381) 2,977 2,158 -- 4,754
Interest expense......................... 1,333 1,094 1,885 -- 4,312
Equity in income of subsidiaries......... (1,668) -- -- 1,668 --
Foreign currency loss.................... -- -- 4,912 -- 4,912
Other income (expense)................... -- (52) (7) -- (59)
---------- ---------- ----------- ---------- ----------
Income before income taxes............... (3,382) 1,831 (4,646) 1,668 (4,529)
Provision (benefit) for income taxes..... -- -- (1,147) -- (1,147)
---------- ---------- ----------- ---------- ----------
Net income (loss)........................ $ (3,382) $ 1,831 $ (3,499) $ 1,668 $ (3,382)
========== ========== =========== ========== ==========
</TABLE>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales................................ $ -- $ 51,085 $ 24,934 $ -- $ 76,019
Cost of sales............................ -- 38,828 17,220 -- 56,048
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 12,257 7,714 -- 19,971
Selling, administrative and product
development expenses................... 394 5,937 5,579 -- 11,910
Amortization of intangible assets........ 9 543 215 -- 767
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (403) 5,777 1,920 -- 7,294
Interest expense......................... 746 1,715 1,816 -- 4,277
Equity in income (loss) of subsidiaries.. 4,662 -- -- (4,662) --
Foreign currency (gain) loss............. -- -- (1,560) -- (1,560)
Other income (expense)................... -- -- (2) -- (2)
---------- ---------- ----------- ---------- ----------
Income (loss) before income taxes........ 3,513 4,062 1,662 (4,662) 4,575
Provision for income taxes............... -- -- 800 -- 800
---------- ---------- ----------- ---------- ----------
Net income............................... $ 3,513 $ 4,062 $ 862 $ (4,662) $ 3,775
========== ========== =========== ========== ==========
</TABLE>
8
<PAGE> 11
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION-- (continued)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales................................ $ -- $ 172,728 $ 77,139 $ -- $ 249,867
Cost of sales............................ -- 132,584 51,659 -- 184,243
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 40,144 25,480 -- 65,624
Selling, administrative and product
development expenses................... 864 18,814 15,241 -- 34,919
Amortization of intangible assets........ 27 1,645 582 -- 2,254
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (891) 19,685 9,657 -- 28,451
Interest expense......................... 4,230 3,438 5,607 -- 13,275
Equity in income of subsidiaries......... 12,510 -- -- (12,510) --
Foreign currency loss.................... -- -- 8,866 -- 8,866
Other income (expense)................... -- (361) 301 -- (60)
---------- ---------- ----------- ---------- ----------
Income before income taxes............... 7,389 15,886 (4,515) (12,510) 6,250
Provision (benefit) for income taxes..... -- -- (1,139) -- (1,139)
---------- ---------- ----------- ---------- ----------
Net income (loss)........................ $ 7,389 $ 15,886 $ (3,376) $ (12,510) $ 7,389
========== ========== =========== ========== ==========
</TABLE>
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
-------------- ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net sales................................ $ -- $ 161,235 $ 82,391 $ -- $ 243,626
Cost of sales............................ -- 120,254 55,264 -- 175,518
---------- ---------- ----------- ---------- ----------
Gross profit........................... -- 40,981 27,127 -- 68,108
Selling, administrative and product
development expenses................... 1,899 18,978 17,452 -- 38,329
Amortization of intangible assets........ 29 1,641 665 -- 2,335
---------- ---------- ----------- ---------- ----------
Operating income (loss)................ (1,928) 20,362 9,010 -- 27,444
Interest expense......................... 3,181 4,668 5,283 -- 13,132
Equity in income (loss) of subsidiaries.. 14,429 -- -- (14,429) --
Foreign currency loss.................... -- -- 4,059 -- 4,059
Other income (expense)................... (2,000) -- (2) -- (2,002)
---------- ---------- ----------- ---------- ----------
Income (loss) before income taxes........ 7,320 15,694 (334) (14,429) 8,251
Provision for income taxes............... -- -- 931 -- 931
---------- ---------- ----------- ---------- ----------
Net income (loss)........................ $ 7,320 $ 15,694 $ (1,265) $ (14,429) $ 7,320
========== ========== =========== ========== ==========
</TABLE>
9
<PAGE> 12
ADVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
5. CONDENSED CONSOLIDATING INFORMATION-- (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
------------ ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net cash provided by (used for) operating
activities.............................. $ (1,100) $ 16,318 $ 4,945 $ -- $ 20,163
---------- --------- ---------- ---------- ----------
Cash flows from investing activities:
Acquisition of property and
equipment............................. -- (6,148) (1,469) -- (7,617)
Acquisitions, net of cash -- (1,515) (1,259) -- (2,774)
---------- --------- ---------- ---------- ----------
acquired......equipment...............
Net cash used for investing activities -- (7,663) (2,728) -- (10,391)
---------- --------- ---------- ---------- ----------
Cash flows from financing activities:
Change in intercompany debt............. 6,029 (13,980) 7,951 -- --
Increase in revolving loan.............. 2,000 -- -- -- 2,000
Collection on notes receivable for unit
purchase.............................. 65 -- -- -- 65
Repayment of debt....................... -- -- (10,783) -- (10,783)
Distributions to members................ (6,103) -- -- -- (6,103)
---------- --------- ---------- ---------- ----------
Net cash provided by (used for)
financing activities................ 1,991 (13,980) (2,832) -- (14,821)
---------- --------- ---------- ---------- ----------
Effect of exchange rate changes........... -- -- 404 -- 404
---------- --------- ---------- ---------- ---------
Net increase (decrease) in cash........... 891 (5,325) (211) -- (4,645)
Cash at beginning of period............... -- 5,469 3,249 -- 8,718
---------- --------- ---------- ---------- ----------
Cash at end of period..................... $ 891 $ 144 $ 3,038 $ -- $ 4,073
========== ========= ========== ========== ==========
</TABLE>
10
<PAGE> 13
ANVANCED ACCESSORY SYSTEMS, LLC
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(DOLLARS IN THOUSAND)
5. CONDENSED CONSOLIDATING INFORMATION-- (continued)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR ELIMINATIONS/
ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED
------------ ------------- ----------------- -------------- ------------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Net cash provided by operating
activities.............................. $ -- $ 20,034 $ 3,691 $ -- $ 23,725
---------- --------- ---------- ---------- ----------
Cash flows from investing activities:
Acquisition of property and
equipment............................. -- (6,598) (2,851) -- (9,449)
---------- --------- ---------- ---------- ---------
Net cash used for investing activities -- (6,598) (2,851) -- (9,449)
---------- --------- ---------- ---------- ----------
Cash flows from financing activities:
Change in intercompany debt............. 8,915 (10,316) 6,121 (4,720) --
Increase (decrease) in revolving loan... -- -- -- -- --
Collection on notes receivable for unit
purchase.............................. 31 -- -- -- 31
Repayment of debt....................... -- -- (5,903) -- (5,903)
Issuance of membership units............ 748 -- -- -- 748
Repurchase of membership units.......... (4,974) -- -- -- (4,974)
Distributions to members................ (4,720) (4,720) -- 4,720 (4,720)
---------- --------- ---------- ---------- ----------
Net cash provided by (used for)
financing activities................ -- (15,036) 218 -- (14,818)
---------- --------- ---------- ---------- ----------
Effect of exchange rate changes........... -- -- 481 -- 481
---------- --------- ---------- ---------- ---------
Net increase (decrease) in cash........... -- (1,600) 1,539 -- (61)
Cash at beginning of period............... -- 5,636 5,604 -- 11,240
---------- --------- ---------- ---------- ----------
Cash at end of period..................... $ -- $ 4,036 $ 7,143 $ -- $ 11,179
========== ========= ========== ========== ==========
</TABLE>
11
<PAGE> 14
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the financial
statements and notes thereto of the Company included elsewhere in this Form
10-Q. Discussions containing forward-looking statements may be found in the
material set forth below. These may include statements projecting, forecasting
or estimating Company performance and industry trends. General risks that may
impact the achievement of such forecasts include, but are not limited to:
compliance with new laws and regulations, general economic conditions in the
markets in which the Company operates, fluctuation in demand for the Company's
products, significant raw material price fluctuations, and other business
factors. Any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual events or results may
differ materially from those discussed in the forward-looking statements. All of
these forward-looking statements are based on estimates and assumptions made by
management of the Company which, although believed to be reasonable, are
inherently uncertain. The Company does not intend to update these
forward-looking statements.
GENERAL
Chase Capital Partners and certain members of the Company's management
formed the Company in September 1995 to make strategic acquisitions of
automotive exterior accessory manufacturers and to integrate those acquisitions
into a global enterprise that would be a preferred supplier to the automotive
industry. In September 1995, the Company, through its SportRack, LLC subsidiary
("SportRack"), acquired substantially all of the net assets of the MascoTech
Accessories division of MascoTech, Inc., a North American supplier of rack
systems and accessories to the automotive original equipment manufacturers
("OEM") market and aftermarket.
In October 1996, the Company acquired all of the capital stock of Brink
B.V., a private company with limited liability incorporated under the laws of
The Netherlands and a European supplier of towing systems and accessories to the
automotive OEM market and aftermarket. In December 1996, ownership of Brink B.V.
and its subsidiaries was transferred to a newly formed subsidiary of the
Company, Brink International B.V. ("Brink").
In August 1997, the Company formed Valley Industries, LLC to acquire
the net assets of Valley Industries, Inc. ("Valley"), a North American supplier
of towing systems and accessories to the automotive OEM market and aftermarket.
Two smaller acquisitions were completed in July 1997 by a subsidiary of
SportRack, SportRack Accessories, Inc. (formerly SportRack International, Inc.).
SportRack Accessories, Inc. acquired from Bell Sports Corporation the net assets
of its sportrack division, a Canadian supplier of rack systems and accessories
to the automotive aftermarket. SportRack Accessories, Inc. also acquired the
capital stock of Nomadic Sports, Inc., a Canadian supplier of rack systems and
accessories to the automotive OEM market and aftermarket.
In January 1998, the Company through Brink, acquired the net assets of
the towbar segment Ellebi S.p.A., an Italian supplier of towing systems to the
automotive OEM market and aftermarket.
In February 1998, the Company through SportRack Accessories, Inc.,
acquired the net assets of Transfo-Rakzs, a Canadian supplier of rear hitch rack
carrying systems and related products to the automotive aftermarket.
In February 2000, the Company through Valley, acquired the net assets
of Titan Industries, Inc. ("Titan"). Titan is a North American Supplier of
trailer balls and other towing related accessories to the automotive
aftermarket.
In September 2000, the Company through SportRack Accessories, Inc.
acquired the net assets of Wiswall Hill Corporation, a North American Supplier
of rack systems and accessories to the automotive aftermarket under the name
brand Barrecrafters.
In each instance, the acquisition was accounted for in accordance with
the purchase method of accounting and the operating results of the acquired
company have been included in the Company's consolidated financial statements
since the date of the respective acquisition.
12
<PAGE> 15
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999.
Net sales. Net sales for the third quarter of 2000 were $72.4 million,
representing a decrease of $3.6 million, or 4.7%, less than net sales for the
third quarter of 1999. This decrease resulted primarily from the effect of
declining exchange rates between the U.S. Dollar and the currencies used by the
Company's foreign subsidiaries totaling $3.0 million. For example the average
value of the Dutch Guilder, the functional currency of Brink, as compared to the
U.S. Dollar declined by 13.3% during the third quarter of 2000 as compared to
the third quarter of 1999 resulting in a similar decrease in sales as reported
in U.S. dollars. Sales to North American OEMs also decreased during the quarter
by $1.8 million as a result of longer than usual summer plant shutdowns on
certain platforms by the OEM's. The shutdowns were measures to reduce increasing
production inventories by the OEM's. Partially offsetting these decreases were
increases in North American Aftermarket sales of $861,000.
Gross profit. Gross profit for the third quarter of 2000 was $16.5
million, representing a decrease of $3.5 million, or 17.3%, over the gross
profit for the third quarter of 1999. Gross profit as a percentage of net sales
was 22.8% in the third quarter of 2000 compared to 26.3% in the third quarter of
1999. The decrease in the gross margin percentage is attributable to decreased
productivity for the North American OEM towing business related to a
reorganization of the manufacturing facility in order to better meet customer
delivery and quality requirements. Additionally, higher costs were incurred
during the quarter at the same facility due to an increase in outsourcing of
component parts. The gross profit percentage was also reduced due to
proportionately lower sales for Brink which has a greater gross margin
percentage as compared with the Company as a whole. Reduced sales for Brink are
attributable to the decline in the exchange rate between the Dutch Guilder and
the U.S. Dollar for the third quarter of 2000 compared with the third quarter of
1999.
Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the third quarter of 2000
were $11.0 million, representing a decrease of $889,000, or 7.5%, compared with
the selling, administrative and product development expenses for the third
quarter of 1999. Selling, administrative and product development expenses as a
percentage of net sales decreased to 15.2% in the third quarter of 2000 from
15.7% in the third quarter of 1999. This decrease is the result of reduced
corporate expenditures and proportionately lower sales of Brink which has
greater selling, administrative and product development expenses as a percentage
of sales as compared with the Company as a whole.
Operating income. Operating income for the third quarter of 2000 was
$4.8 million, a decrease of $2.5 million, or 34.8%, from operating income for
the third quarter of 1999 due to decreased gross profit partially offset by
decreased selling, administrative and product development expenses. Operating
income as a percentage of net sales decreased to 6.6% in the third quarter of
2000 from 9.6% in the third quarter of 1999.
Interest expense. Interest expense for the third quarter of 2000 was
$4.3 million, an increase of $35,000 over the third quarter of 1999. The
increase was primarily due to higher interest rates on the Company's variable
rate debt during the third quarter of 2000 as compared with the third quarter of
1999 offset by lower outstanding senior indebtedness attributable to scheduled
principal payments made since the third quarter of 1999.
Foreign currency gain (loss). The Company had a foreign currency loss
in the third quarter of 2000 of $4.9 million, compared to a foreign currency
gain of $1.6 million in the third quarter of 1999. The Company's foreign
currency loss is primarily related to Brink which has indebtedness denominated
in U.S. Dollars. During the third quarter of 2000 the U.S. Dollar strengthened
significantly in relation to the Dutch Guilder, the functional currency of
Brink. In the third quarter of 1999, the U.S. Dollar weakened against the Dutch
Guilder. At June 30, 2000, the exchange rate of the Dutch Guilder to the U.S.
Dollar was 2.31:1, whereas at September 30, 2000 the exchange rate was 2.49:1,
or a 7.8% decline in the relative value of the Dutch Guilder. At June 30, 1999,
the exchange rate of the Dutch Guilder to the U.S. Dollar was 2.14:1, whereas at
September 30, 1999 the exchange rate was 2.07:1, or a 3.3% increase in the
relative value of the Dutch Guilder during the quarter.
Provision (benefit) for income taxes. The Company and certain of its
domestic subsidiaries have elected to be taxed as limited liability companies
for federal income tax purposes. As a result of this election, the Company's
domestic taxable income accrues to the individual members. Certain of the
Company's domestic subsidiaries and foreign subsidiaries are subject to income
taxes in their respective jurisdictions. During the third quarter of 2000, the
Company had a loss before income taxes for its taxable subsidiaries totaling
$4.6 million and recorded a benefit for income taxes of $1.1 million. The
effective tax rate differs from the U.S. federal income tax rate primarily due
to changes in valuation allowances on the deferred tax assets of SportRack
Accessories and differences in the tax rates of foreign countries. During the
third quarter of 1999, the Company had income before income taxes for its
taxable subsidiaries totaling $1.7 million and recorded a provision for income
taxes of $800,000.
13
<PAGE> 16
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
Net income (loss). Net loss for the third quarter of 2000 was $3.4
million, as compared to net income of $3.8 million in the third quarter of 1999,
a downward change of $7.2 million. The change in net income is primarily
attributable to decreased operating income and the foreign currency loss in the
third quarter of 2000 as compared with a foreign currency gain in the third
quarter of 1999 offset by a benefit for income taxes in the third quarter of
2000 as compared with a provision for income tax in the third quarter of 1999.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1999.
Net sales. Net sales for the nine months ended September 30, 2000 were
$249.9 million, representing an increase of $6.2 million, or 2.6%, over net
sales for the nine months ended September 30, 1999. This increase resulted
primarily from increased sales to OEMs of approximately $13.8 million and growth
in aftermarket sales of $1.1 million. Offsetting the Company's increased sales
volume was the effect of declining exchange rates between the U.S. Dollar and
the currencies used by the Company's foreign subsidiaries totaling $9.0 million.
For example the average value of the Dutch Guilder, the functional currency of
Brink, as compared to the U.S. Dollar declined by 12.3% during the nine months
ended September 30, 2000 as compared to the nine months ended September 30, 1999
resulting in a similar decrease in sales as reported in U.S. Dollars.
Gross profit. Gross profit for the nine months ended September 30, 2000
was $65.6 million, representing a decrease of $2.5 million, or 3.6%, from the
gross profit for the nine months ended September 30, 1999. Gross profit as a
percentage of net sales was 26.3% in the nine months ended September 30, 2000
compared to 28.0% in the nine months ended September 30, 1999. The decrease in
the gross margin percentage is attributable to decreased productivity for the
North American OEM towing business related to a reorganization of the
manufacturing facility in order to better meet customer delivery and quality
requirements. Additionally, higher costs were incurred during the nine month
period at the same facility due to an increase in outsourcing of component
parts. The lower gross profit percentage was also reduced due to proportionately
lower sales for Brink which has a greater gross margin percentage as compared
with the Company as a whole. Reduced sales for Brink are attributable to the
decline in the exchange rate between the Dutch Guilder and the U.S. Dollar for
the nine months ended September 30, 2000 compared with the nine months ended
September 30, 1999.
Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the nine months ended
September 30, 2000 were $34.9 million, representing a decrease of $3.4 million,
or 8.9%, compared with the selling, administrative and product development
expenses for the nine months ended September 30, 1999. Selling, administrative
and product development expenses as a percentage of net sales decreased to 14.0%
in the nine months ended September 30, 2000 from 15.7% in the nine months ended
September 30, 1999. This decrease is the result of reduced corporate
expenditures including severance compensation recorded during the first quarter
of 1999 related to the departure of the Company's former President and Chief
Executive Officer and proportionately lower sales of Brink which has greater
selling, administrative and product development expenses as a percentage of
sales as compared with the Company as a whole.
Operating income. Operating income for the nine months ended September
30, 2000 was $28.5 million, an increase of $1.0 million, or 3.7%, over operating
income for the nine months ended September 30, 1999. Operating income as a
percentage of net sales increased to 11.4% in the nine months ended September
30, 2000 from11.3% in the nine months ended September 30, 1999.
Interest expense. Interest expense for the nine months ended September
30, 2000 was $13.3 million which was slightly greater than interest expense for
the nine months ended September 30, 1999. The effect of reduced average
borrowings during the nine months ended September 30, 2000 as compared with the
nine months ended September 30, 1999 was offset by higher interest rates charged
on the Company's variable rate indebtedness.
Foreign currency loss. Foreign currency loss in the nine months ended
September 30, 2000 was $8.9 million, compared to a foreign currency loss of $4.1
million in the nine months ended September 30, 1999. The Company's foreign
currency loss is primarily related to Brink which has indebtedness denominated
in U.S. Dollars. During the nine months ended September 30, 2000 the U.S. Dollar
strengthened significantly in relation to the Dutch Guilder, the functional
currency of Brink. At December 31, 1999, the exchange rate of the Dutch Guilder
to the U.S. Dollar was 2.19:1, whereas at September 30, 2000 the exchange rate
was 2.49:1, or a 13.7% decline in the relative value of the Dutch Guilder during
the period. In the nine months ended September 30, 1999, the relationship
between the two currencies was less volatile. At December 31, 1998, the exchange
rate of the Dutch Guilder to the U.S. Dollar was 1.88:1, whereas at September
30, 1999 the exchange rate was 2.07:1, or a 10.1% decline in the relative value
of the Dutch Guilder.
Other expense. In February 1996, the Company commenced an action
against certain individuals alleging breach of contract under the terms of an
October 1992 Purchase Agreement and Employment Agreement with the predecessor of
the Company. The individuals then filed a separate lawsuit against the Company
alleging breach of contract under the respective Purchase and Employment
agreements. On May 7, 1999, a jury in the United States District Court for the
Eastern District of Michigan reached a
14
<PAGE> 17
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
verdict against the Company and awarded the individuals approximately $3.8
million plus interest and reasonable attorney fees. The Company plans to file an
appeal once a judgment is made by the court. During the First quarter of 1999,
the Company increased its estimated accrual for this matter by $2.0 million
which charge is included in other expense. No amounts have been paid as of
September 30, 2000.
Provision (benefit) for income taxes. The Company and certain of its
domestic subsidiaries have elected to be taxed as limited liability companies
for federal income tax purposes. As a result of this election, the Company's
domestic taxable income accrues to the individual members. Certain of the
Company's domestic subsidiaries and foreign subsidiaries are subject to income
taxes in their respective jurisdictions. During the nine months ended September
30, 2000, the Company had a loss before income taxes for its taxable
subsidiaries totaling $4.5 million and recorded a benefit for income taxes of
$1.1 million. The effective tax rate differs from the U.S. federal income tax
rate primarily due to changes in valuation allowances on the deferred tax assets
of SportRack Accessories and differences in the tax rates of foreign countries.
During the nine months ended September 30, 1999, the Company had a loss before
income taxes for its taxable subsidiaries totaling $334,000 and recorded a
provision for income taxes of $931,000.
Net income. Net income for the nine months ended September 30, 2000 was
$7.4 million, as compared to net income of $7.3 million in the nine months ended
September 30, 1999, an increase of $69,000.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity requirements are to service its debt
and meet its working capital and capital expenditure needs. The Company's
indebtedness at September 30, 2000 was $169.2 million including current
maturities of $11.8 million. The Company expects to be able to meet its
liquidity requirements through cash provided by operations and through
borrowings available under the Second Amended and Restated Credit Agreement
("U.S. Credit Facility").
WORKING CAPITAL AND CASH FLOWS
Working capital and key elements of the consolidated statement of cash
flows are (in thousands):
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
-------------- ---------
<S> <C> <C>
Working Capital........................................ $ 36,857 $ 36,825
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
-------------- --------------
<S> <C> <C>
Cash flows provided by operating activities............ $ 20,163 $ 23,725
Cash flows (used for) investing activities............. $(10,391) $ (9,449)
Cash flows (used for) financing activities............. $(14,821) $(14,818)
</TABLE>
Working capital
Working capital remained constant between September 30, 2000 and
December 31, 1999. Increases in accounts receivable of $6.7 million, other
current assets of $4.2, deferred taxes of $2.0, inventory of $420,000, and a
decrease in the current portion of long term debt of $651,000 were offset by
decreases in cash of $4.6 million, and increases in accounts payable of $4.4
million, accrued liabilities of $2.3 million and a decrease of $2.2 million
related to a decrease in the exchange rate between the functional currencies of
the Company's foreign subsidiaries and the U.S. Dollar.
Cash decreased by $4.6 million to $4.1 million at September 30, 2000
from $8.7 million at December 31, 1999 primarily due to cash used for investing
and financing activities of $10.4 million and $14.8 million, respectively,
partially offset by cash provided by operating activities of $20.1 million.
Increases in accounts receivable and inventory were attributable to increased
sales levels in the third quarter of 2000 as compared with the fourth quarter of
1999. Other current assets increased as a result of increased investment in
tooling on programs in development for OEMs. Accounts payable increased
primarily due to increased raw material purchases during the third quarter of
2000 as compared with the fourth quarter of 1999 to support higher sales levels.
Accrued
15
<PAGE> 18
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
liabilities increased primarily from an increase in accrued interest on the
Company's Senior Subordinated Notes, which is paid semiannually on October 1 and
April 1. The current portion of long term debt decreased as two scheduled
payments under the Acquisition Note became due in the first quarter of 2000
compared with only one due in the third quarter of 2000.
Operating Activities
Cash flow provided by operating activities for the nine months ended
September 30, 2000 was $20.2 million, compared to $23.7 million in the same
period of 1999. This decrease is attributable to an increased investment in non
cash working capital during the nine months ended September 30, 2000 as compared
with the nine months ended September 30, 1999 partially offset by higher
operating income of $1.0 million during the period.
Investing Activities
During the nine months ended September 30, 2000 and 1999, investing
cash flows include acquisitions of property and equipment which decreased by
$1.8 million to $7.6 million in 2000 as compared with $9.4 million in1999. This
decrease is primarily attributable to greater costs in 1999 for a 32,000 square
foot addition to the Company's manufacturing facility in Shelby Township
Michigan having a cost of $1.8 million. This addition and other acquisitions of
property and equipment were primarily for the expansion of capacity,
productivity and process improvements and maintenance. The Company's ability to
make capital expenditures is subject to restrictions in the U.S. Credit
Facility, including a maximum of $12.5 million of capital expenditures annually.
Investing cash flows for the nine months ended September 30, 2000 also
include $2.8 million paid to acquire the net assets of Titan Industries, Inc. on
February 22, 2000 and the net assets of the Wiswall Hill Corporation on
September 5, 2000.
Financing Activities
During the nine months ended September 30, 2000 and 1999, financing
cash flows included payments of principal on the Company's term indebtedness of
$10.8 million and $5.9 million, respectively. Distributions to members,
representing amounts sufficient to meet the tax liability on the Company's
domestic taxable income which accrues to individual members, were $6.1 million
and $4.7 million during the nine months period ended September 30, 2000 and
1999, respectively. Financing cash flows during the nine months ended September
30, 2000 also included net borrowings under the Company's revolving loans of
$2.0 million. Financing cash flows during the first nine months of 1999 also
included the repurchase of membership units owned by the Company's former
president totaling $4.2 million net of proceeds from the exercise of unit
purchase options.
DEBT AND CREDIT SOURCES
The Company's indebtedness was $169.2 million and $178.5 million at
September 30, 2000 and December 31, 1999, respectively. The Company expects that
its primary sources of cash will be from operating activities and borrowings
under its revolving credit facilities. As of September 30, 2000, the Company had
borrowings of $2.0 million under the revolving credit facilities and had $16.7
million of available borrowing capacity. Borrowing availability was reduced by a
$6.4 million outstanding letter of credit issued to benefit plaintiffs in a
lawsuit against the Company. See "Managements Discussion and Analysis" and the
"Notes to the Financial Statements" for further discussion regarding this
lawsuit. As of September 30, 2000, the Company was in compliance with the
various covenants under the debt agreements pursuant to which it has borrowed or
may borrow money as amended and believes the Company will remain in compliance
with such covenants in all material respects through the period ending September
30, 2001. Management believes that, based on current and expected levels of
operations, cash flows from operations and borrowings under the Revolving Credit
Facilities will be sufficient to fund its debt service requirements, working
capital needs, and capital expenditures for the foreseeable future, although no
assurances can be given in this regard.
The Company's ability to satisfy its debt obligations will depend upon
its future operating performance, which will be affected by prevailing economic
conditions and financial, business, and other factors, certain of which are
beyond its control, as well as the availability of revolving credit borrowings
under its current or successor credit facilities. The Company anticipates that,
based on current and expected levels of operations, its operating cash flow,
together with borrowings under the U.S. Credit Facility and the Canadian Credit
Facility, should be sufficient to meet its debt service, working capital and
capital expenditure requirements for the
16
<PAGE> 19
ADVANCED ACCESSORY SYSTEMS, LLC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000
foreseeable future, although no assurances can be given in this regard,
including as to the ability to increase revenues or profit margins. If the
Company is unable to service its indebtedness, it will be forced to take actions
such as reducing or delaying acquisitions and/or capital expenditures, selling
assets, restructuring or refinancing its indebtedness, or seeking additional
equity capital. There is no assurance that any of these remedies can be effected
on satisfactory terms, if at all, including, whether, and on what terms, the
Company could raise equity capital.
The Company conducts operations in several foreign countries including
Canada, The Netherlands, Denmark, the United Kingdom, Sweden, France, Germany,
Poland, Spain, Czech Republic and Italy. Net sales from international operations
during the nine months ended September 30, 2000 were approximately $77.1
million, or 30.9% of the Company's net sales. At September 30, 2000, assets
associated with these operations were approximately 38.4% of total assets, and
the Company had indebtedness denominated in currencies other than the U.S.
Dollar of approximately $8.2 million.
The Company's international operations may be subject to volatility
because of currency fluctuations, inflation and changes in political and
economic conditions in these countries. Most of the revenues and costs and
expenses of the Company's operations in these countries are denominated in the
local currencies. The financial position and results of operations of the
Company's foreign subsidiaries are measured using the local currency as the
functional currency. Certain of the Company's foreign subsidiaries have debt
denominated in currencies other than their functional currency. As the exchange
rates between the currency of the debt and the subsidiaries functional currency
change the Company is subject to foreign currency gains and losses.
The Company may periodically use foreign currency forward option
contracts to offset the effects of exchange rate fluctuations on cash flows
denominated in foreign currencies. The Company has no outstanding foreign
currency forward options at September 30, 2000 and does not use derivative
financial instruments for trading or speculative purposes.
NEW ACCOUNTING PRONOUNCEMENTS
In September 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities"("FAS 133"). The Company plans to adopt this
statement at the beginning of fiscal 2001. The Company is completing an analysis
of FAS 133 which is not expected to have a material impact on the Company's
results of operations.
In September 1999, the Emerging Issues Task Force ("EITF") issued Issue
No. 99-5, "Accounting for Pre-Production Costs Related to Long-Term Supply
Arrangements". EITF Issue No. 99-5 requires the Company to expense design and
development costs related to long term supply arrangements as incurred unless
the customer contractually guarantees reimbursement and capitalize molds, tools
and dies for which title is held by the supplier, subject to an impairment test.
Additionally, molds, tools and dies for which title is held by the customer are
to be expensed as incurred unless the long term supply arrangement explicitly
provides the supplier with the non-cancelable right to use such molds, tools and
dies during the course of the supply arrangement. This pronouncement is
effective on a prospective basis for costs incurred after December 31, 1999. The
Company has adopted the issue for the first quarter of 2000 which has not had a
material impact on the Company's results of operations.
SIGNIFICANT EVENT
During the second quarter one of the Company's significant OEM
customers recalled approximately 380,000 trucks to replace or reinforce their
trailer hitches, which were supplied by the Company. The recall affects
1998-2000 model year vehicles built between January 1998 and September 1999. The
Company is in the process of working with its customer to provide technical and
other support in response to the recall. Management can not estimate at this
time what the financial impact would be to the Company, if any, as a result of
the recall.
17
<PAGE> 20
ADVANCED ACCESSORY SYSTEMS, LLC
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
PART II. OTHER INFORMATION AND SIGNATURE
Item 1. Legal Proceedings
See "Note 2" of the Company's "Notes to Consolidated Condensed
Financial Statements"
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security-holders
None
Items 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
------------------------ ------------------------
10.7(g) Amendment No. 7 Dated as of
September 30, 2000 to Second Amended
and Restated Credit Agreement Dated as
of August 5, 1997.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
18
<PAGE> 21
ADVANCED ACCESSORY SYSTEMS, LLC
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED ACCESSORY SYSTEMS, LLC
(Registrant)
Date: November 8, 2000 /s/ BARRY G. STEELE
---------------------------------
Barry G. Steele
Corporate Controller
(chief accounting officer
and authorized signatory)
19
<PAGE> 22
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
10.7(g) Amendment No. 7 Dated as of September 30, 2000 to Second Amended
and Restated Credit Credit Agreement Dated as of August 5, 1997
27 Financial Data Schedule
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