AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
TRANSPORTATION COMPONENTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 5013 76-0562800
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
T. MICHAEL YOUNG
CHIEF EXECUTIVE OFFICER
THREE RIVERWAY
SUITE 630
HOUSTON, TEXAS 77056
(713) 965-9522
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES AND AGENT FOR SERVICE)
------------------------
COPIES TO:
WILLIAM D. GUTERMUTH PAUL E. PRYZANT
BRACEWELL & PATTERSON, L.L.P. SENIOR VICE PRESIDENT,
SOUTH TOWER PENNZOIL PLACE GENERAL COUNSEL AND SECRETARY
711 LOUISIANA STREET, SUITE THREE RIVERWAY SUITE 630
2900 HOUSTON, TEXAS 77056
HOUSTON, TEXAS 77002-2781 (713) 965-9522
(713) 221-1316
------------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT PRICE(1) FEE(1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Common Stock, $0.01 par value........ 10,000,000 shares $9.69 $96,900,000 $28,586
- ------------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee with
respect to the Common Stock are computed on the basis of the average of the
high and low prices of the Common Stock on July 30, 1998, as reported on The
New York Stock Exchange, Inc. Composite Transactions Reporting System.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold prior to
the time the registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED AUGUST 3, 1998
10,000,000 SHARES
(LOGO)
TRANSCOM USA
COMMON STOCK
------------------------
This Prospectus covers 10,000,000 shares of common stock, $.01 par value
(the "Common Stock"), which may be offered and issued by Transportation
Components, Inc. ("TransCom USA" or the "Company") from time to time in
connection with merger or acquisition transactions entered into by the Company.
It is expected that the terms of acquisitions involving the issuance of
securities covered by this Prospectus will be determined by direct negotiations
with the owners or controlling persons of the businesses or assets to be merged
with or acquired by the Company, and that shares of Common Stock issued will be
valued at prices reasonably related to the market prices of Common Stock either
at the time the terms of a merger or acquisition are agreed upon or at or about
the time shares are delivered. No underwriting discounts or commissions will be
paid, although finder's fees may be paid from time to time with respect to
specific mergers or acquisitions. Any person receiving any such fees may be
deemed to be an underwriter within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"). All expenses of this offering will be paid by
the Company.
The Company currently has 16,512,611 shares of its issued Common Stock
listed on the New York Stock Exchange, of which 5,750,000 are registered and
available for unrestricted trading in the public market unless owned by
affiliates of the Company. Application will be made to list the shares of Common
Stock offered hereby on the New York Stock Exchange. On July 30, 1998, the
closing price of the Common Stock on the New York Stock Exchange was $9.75 per
share. The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission.
Persons receiving shares of the Common Stock offered hereby may be
contractually required to hold some portions of those shares for periods of up
to two years. In addition, pursuant to the provisions of Rule 145 under the
Securities Act of 1933, as amended, the volume limitations and certain other
requirements of Rule 144 under the Securities Act will apply to resales of those
shares by affiliates of the businesses the Company acquires for a period of one
year from the date of the acquisition of the shares of Common Stock (or such
shorter period as the Securities and Exchange Commission may prescribe).
------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" COMMENCING ON PAGE 10 HEREOF.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Prospectus Summary...................... 3
Risk Factors............................ 10
The Company............................. 17
Price Range of Common Stock............. 19
Dividend Policy......................... 19
Capitalization.......................... 20
Selected Financial Data................. 21
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 23
Business................................ 37
Management.............................. 49
Certain Transactions.................... 55
Principal Stockholders.................. 60
Description of Capital Stock............ 61
Shares Eligible for Future Sale......... 64
Plan of Distribution.................... 65
Experts................................. 65
Available Information................... 65
Index to Financial Statements........... F-1
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SHARES
OF COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES OF COMMON STOCK OFFERED HEREBY
BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
2
<PAGE>
PROSPECTUS SUMMARY
IN CONNECTION WITH ITS INITIAL PUBLIC OFFERING ON JUNE 24, 1998 (THE
"IPO"), TRANSPORTATION COMPONENTS, INC. ACQUIRED, IN SEPARATE MERGER
TRANSACTIONS (THE "MERGERS") IN EXCHANGE FOR CASH AND SHARES OF ITS COMMON
STOCK, NINE COMPANIES (EACH A "FOUNDING COMPANY" AND, COLLECTIVELY, THE
"FOUNDING COMPANIES") ENGAGED IN THE DISTRIBUTION OF REPLACEMENT PARTS AND
SUPPLIES FOR COMMERCIAL TRUCKS, TRAILERS AND OTHER TYPES OF SPECIALIZED HEAVY
DUTY VEHICLES AND EQUIPMENT. UNLESS OTHERWISE INDICATED, ALL REFERENCES TO
"TRANSCOM USA" OR THE "COMPANY" HEREIN INCLUDE THE FOUNDING COMPANIES
FOLLOWING THE CONSUMMATION OF THE MERGERS, AND REFERENCES HEREIN TO
"TRANSPORTATION COMPONENTS" MEAN TRANSPORTATION COMPONENTS, INC. PRIOR TO THE
CONSUMMATION OF THE MERGERS.
THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE READ
IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND THE PRO FORMA COMBINED
AND INDIVIDUAL HISTORICAL FINANCIAL STATEMENTS, INCLUDING THE NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, (I) ALL
SHARE, PER SHARE AND FINANCIAL INFORMATION SET FORTH HEREIN HAVE BEEN ADJUSTED
TO GIVE EFFECT TO THE MERGERS AND (II) ALL REFERENCES TO COMMON STOCK INCLUDE
BOTH COMMON STOCK, $0.01 PAR VALUE, AND RESTRICTED VOTING COMMON STOCK, $0.01
PAR VALUE (THE "RESTRICTED COMMON STOCK"), OF THE COMPANY.(1)
THE COMPANY
TransCom USA was founded in October 1997 to become a leading national,
value-added independent distributor of replacement parts and supplies for Class
III through Class VIII commercial trucks, trailers and other types of
specialized heavy duty vehicles and equipment. On June 24, 1998, TransCom USA
acquired in separate, concurrent transactions nine companies engaged in the
heavy duty parts and repair industry. These Founding Companies are: Charles W.
Carter Co. -- Los Angeles; Transportation Components Co.; Gear & Wheel, Inc.;
Amparts International, Inc.; The Cook Brothers Companies, Inc.; Plaza
Automotive, Inc.; Universal Fleet Supply, Inc.; Perfection Equipment Company,
Inc.; and Drive Line, Inc. Class III through Class VIII trucks range in size
from one-ton commercial vehicles to tractor-trailers and represent a $22 billion
annual market for parts and repairs. Specialized heavy duty vehicles and
equipment include bulldozers, fork lifts, agricultural vehicles, airport
vehicles, government-operated vehicles and marine applications and represent a
significant additional market for parts and repairs. The Company believes that
this industry, generally referred to as the "heavy duty parts and repair
industry," includes approximately 14,100 participants in the United States,
consisting of 11,500 independent distributors and repair shops and 2,600
original equipment manufacturer ("OEM") authorized dealerships.
The Company intends to pursue aggressively the consolidation of this
highly-fragmented industry by combining a geographically dispersed group of
independent distributors offering a broad selection of products and
complementary services to a wide range of customers. The nine Founding Companies
have been in business an average of 40 years and had 1997 pro forma revenues of
$208 million.
The Company purchases heavy duty parts from component manufacturers,
inventories these parts in over 60 facilities across the United States and
Mexico and distributes them to over 18,000 customers. The Company also exports
heavy duty parts to customers located in countries in South and Central America,
Southeast Asia and the Pacific Rim. The Company maintains a large volume and
wide selection of inventory, thereby increasing customers' accessibility to
parts and assisting the Company in meeting its goal of serving its customers on
a same-day basis. To complement its parts distribution business, the Company
also provides customers with value-added services, such as parts installation
and repair, fleet maintenance management, training, machine shop services and
remanufacturing. The Company seeks to enable its
- ------------
(1) Notre Capital Ventures II L.L.C. ("Notre") holds 1,912,388 shares of
Restricted Common Stock, which are entitled to elect one member of the
Company's Board of Directors and to three-fourths (0.75) of one vote for
each share held on all other matters on which they are entitled to vote.
Restricted Common Stock is convertible into one share of Common Stock under
certain circumstances. See "Description of Capital Stock -- Common Stock
and Restricted Common Stock."
3
<PAGE>
customers to reduce expenses by reducing material and labor costs, decreasing
capital required for parts inventory and minimizing lost productivity and costs
attributable to vehicle and equipment breakdowns.
The Company's comprehensive product line includes a broad selection of
parts for braking systems and suspension and steering systems, as well as axles,
wheels and rims, trailer parts, drive train components, hydraulic components and
engine parts. The parts are installed in vehicles such as tractor-trailers,
construction vehicles, waste disposal trucks, buses and light duty trucks. The
Company also provides parts for specialized heavy duty vehicles and equipment
that support the oil field services, construction, mining, timber and
agriculture industries as well as the United States military and ground support
for commercial airlines.
The Company's customers include regional and national private fleets
operated by businesses such as Dowell Schlumberger Corporation, Browning-Ferris
Industries, Inc. and Waste Management, Inc. and common carrier and rental
fleets, including United Parcel Service of America, Inc., Roadway Package
System, Inc. and U-Haul International, Inc. The Company also distributes parts
to independent repair shops, resellers, municipal and other government entities,
specialty OEMs and other end-users. The Company has a diverse customer base of
more than 18,000 customers, with no single customer accounting for more than two
percent of the Company's pro forma revenues in 1997.
Based on the experience of management of the Founding Companies, the number
of independent distributors and repair shops in the industry and the acquisition
activity within the industry, the Company believes that the independent heavy
duty parts and repair industry is highly fragmented and in the early stages of
consolidation. The Company believes that most of the approximately 11,500
independent distributors and repair shops in this industry are small,
owner-operated businesses with limited access to the capital required to develop
and maintain a large volume and wide selection of inventory, expand product
offerings, implement advanced management information systems and service
regional and national accounts. As the first public company formed to pursue
aggressively the consolidation of this industry, the Company believes that it
will have significant acquisition opportunities. Additionally, the Company
believes that the consolidation of the industry will provide it with volume
purchasing discounts, distribution and operating efficiencies, national sales
and marketing opportunities and cross-selling opportunities.
Key elements of the Company's strategy are:
EXPANDING THROUGH ACQUISITIONS. The Company intends to pursue aggressively
this consolidation through its acquisition program by entering new geographic
markets, expanding within existing geographic markets and acquiring
complementary businesses. The Company believes there are significant
opportunities to expand through acquisitions into geographic markets where the
Company does not currently have a strong presence by acquiring companies that
are leaders in their regional markets. The Company also plans to improve its
market share in existing markets by pursuing smaller "tuck-in" acquisitions,
whereby the Company purchases a smaller business and operates it as part of the
Company's existing operations in that market, and by pursuing acquisitions that
expand its range of products and services.
OPERATING ON A DECENTRALIZED BASIS. The Company manages the Founding
Companies and intends to manage subsequently acquired companies on a
decentralized basis, with local management retaining responsibility for
day-to-day operations, profitability and growth of the business and the
flexibility to capitalize on the considerable local and regional market
knowledge, goodwill, name recognition and customer relationships.
ACCELERATING INTERNAL SALES GROWTH. A key component of the Company's
strategy is to accelerate internal sales growth at each Founding Company and at
each subsequently acquired company by establishing national market coverage and
cross selling and expanding products and services. Based on the national fleet
service provided by one of the Founding Companies, the Company believes that
demand exists from larger fleets to utilize the services of independent
distributors capable of providing comprehensive services on a regional or
national basis. The Company intends to market itself to these regional and
national
4
<PAGE>
accounts as a single-source, preferred provider for replacement parts and
installation and repair services. The Company also believes it will be able to
cross-sell the products and services it offers to its customers by leveraging
the specialized and diverse product, service and marketing expertise of
individual Founding Companies.
IMPROVING OPERATING MARGINS. The Company intends to improve the operating
margins of the Founding Companies and subsequently acquired businesses by
increasing operating efficiencies and centralizing appropriate administrative
functions. The Company believes the consolidation of commonly-owned locations
within a geographical area will provide additional cost savings through
distribution efficiencies. In addition, the Company expects measurable cost
savings in such areas as parts purchasing, vehicle leasing and maintenance,
information systems and contractual relationships with key suppliers. Moreover,
the Company intends to identify those "best practices" among the Founding
Companies that can be successfully implemented throughout its operations. The
Company also believes there are significant opportunities to improve operating
margins by consolidating administrative functions such as inventory financing,
marketing, insurance, employee benefits, accounting and risk management.
The Company's executive offices are located at Three Riverway, Suite 630,
Houston, Texas 77056, and its telephone number is (713) 965-9522.
RISK FACTORS
The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors."
5
<PAGE>
RECENT DEVELOPMENTS
During 1997 and 1998, members of the management team and certain
consultants were assembled by Notre to pursue the consolidation of the Founding
Companies. Notre, a consolidator of highly-fragmented industries, provided
Transportation Components with expertise regarding the consolidation process and
advanced Transportation Components approximately $1.7 million of $3.0 million
incurred by Notre for organizational expenses and a portion of the IPO expenses.
In connection therewith, during the fourth quarter of 1997 and the first quarter
of 1998, Transportation Components sold an aggregate of 1,106,829 shares of
Common Stock to management and directors of, and consultants to, the Company for
$0.01 per share. As a result, the Company has recorded non-recurring, non-cash
compensation charges of $3.1 million in the fourth quarter of 1997 and $4.9
million in the first quarter of 1998, representing the difference between the
amount paid for the shares and the estimated fair value of $7.20 per share on
the date of sale, as if the Founding Companies were combined (collectively, the
"Compensation Charge").
On June 24, 1998, the Company consummated the IPO and the Mergers. In
connection therewith, the Company issued 5,000,000 shares of Common Stock at a
price of $8.00 per share (less underwriting discounts and commissions.)
On June 29, 1998, the Company consummated the sale of 750,000 shares of
Common Stock at a price of $8.00 per share (less underwriting discounts and
commissions), which were issued to the Company's underwriters in the IPO in
connection with their exercise of an option to purchase up to 750,000 additional
shares of Common Stock to cover over-allotments.
MERGER CONSIDERATION
The aggregate consideration paid by Transportation Components in the
Mergers consisted of approximately $15.7 million in cash and 7,493,394 shares of
Common Stock. The consideration paid by Transportation Components for each
Founding Company was determined by negotiations between Transportation
Components and representatives of each Founding Company and was based primarily
on the pro forma adjusted 1997 net income of each Founding Company. In
conjunction with the Mergers, certain of the Founding Companies distributed in
the aggregate $5.4 million to their respective stockholders, representing
substantially all of their previously taxed undistributed earnings and tax
payments on current earnings and accumulated income of a Domestic International
Sales Corporation (the "S Corporation Distributions"). Additionally, in
conjunction with the Mergers certain of the Founding Companies distributed
certain real estate and other non-operating assets and liabilities having a net
book value of $0.9 million (the "Other Assets"). In order to fund the S
Corporation Distributions, these Founding Companies borrowed $4.8 million from
existing sources, which borrowings are included in the debt assumed by the
Company. For a more detailed description of these transactions, see "Certain
Transactions -- Organization of the Company."
6
<PAGE>
SUMMARY PRO FORMA COMBINED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Transportation Components acquired the Founding Companies simultaneously
with, and as a condition to, the consummation of the IPO. The following table
presents summary pro forma combined financial data of Transportation Components,
as adjusted for (i) the effects of the Mergers, (ii) the effects of certain pro
forma adjustments to the historical financial statements described below and
(iii) the consummation of the IPO and the application of the net proceeds
therefrom. See "Selected Financial Data," the Unaudited Pro Forma Combined
Financial Statements and the Notes thereto and the historical Financial
Statements of the Founding Companies and the Notes thereto included elsewhere in
this Prospectus.
PRO FORMA COMBINED
----------------------------------------
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, 1997 MARCH 31, 1998
------------------ ------------------
STATEMENT OF OPERATIONS DATA(1):
Revenues(2)..................... $ 207,588 $ 56,097
Cost of sales................... 147,111 38,699
------------------ ------------------
Gross profit.................... 60,477 17,398
Selling, general and
administrative expenses(3).... 45,314 12,504
Goodwill amortization(4)........ 1,180 295
------------------ ------------------
Income from operations.......... 13,983 4,599
Interest and other income
(expense), net(5)............. (999) (555)
------------------ ------------------
Income before income taxes...... 12,984 4,044
Provision for income taxes(6)... 5,610 1,719
------------------ ------------------
Net income...................... $ 7,374 $ 2,325
================== ==================
Net income per share............ $ 0.45 $ 0.14
================== ==================
Shares used in computing pro
forma net income per
share(7)...................... 16,512,611 16,512,611
MARCH 31, 1998
-----------------------------
PRO FORMA
COMBINED AS ADJUSTED(8)
---------- --------------
BALANCE SHEET DATA(9):
Working capital(10)............. $ 8,396(11) $ 35,184
Total assets.................... 151,448 146,961
Long-term debt, net(10)......... 17,914 3,935
Stockholders' equity(10)........ 53,986 90,266
- ------------
(1) The Pro Forma Combined Statement of Operations Data assume that the Mergers
and the IPO were closed on January 1, 1997 and are not necessarily
indicative of the results the Company would have obtained had these events
actually then occurred or of the Company's future results.
(2) Includes pro forma revenues of approximately $13.1 million and $0.2 million
for the year ended December 31, 1997 and the three months ended March 31,
1998, respectively, associated with the acquisition of two parts
distribution businesses and a truck dealership by certain Founding
Companies.
(3) The pro forma combined statement of operations data reflects (a) in
selling, general and administrative expenses, an aggregate of approximately
$3.5 million and $0.7 million for the year ended December 31, 1997 and the
three months ended March 31, 1998, respectively, in pro forma reductions in
salary, bonuses and benefits to the owners of the Founding Companies to
which they have agreed (the "Compensation Differential") and (b) selling,
general and administrative expenses do not include the nonrecurring portion
of the Compensation Charge of $3.0 million and $4.7 for the year ended
December 31, 1997 and the three months ended March 31, 1998, respectively.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
7
<PAGE>
(4) Consists of amortization of goodwill recorded as a result of the Mergers
computed on the basis described in Notes to the Unaudited Pro Forma
Combined Financial Statements.
(5) Reflects $1.6 million and $0.6 million for the year ended December 31, 1997
and the three months ended March 31, 1998, respectively, in pro forma
reductions in interest expense as a result of the repayment of a portion of
the Founding Companies' existing debt (the "Interest Differential").
(6) Assumes all income is subject to an effective corporate tax rate of 39% and
the non-deductibility of goodwill.
(7) Includes (i) 7,493,394 shares issued to owners of the Founding Companies,
(ii) 1,106,829 shares issued to the management and directors of, and
consultants to, Transportation Components (iii) 2,162,388 shares issued to
Notre and, (iv) 5,750,000 shares sold in the IPO. Excludes options to
purchase 1,795,465 shares granted upon consummation of the IPO at the IPO
price of $8.00 per share and warrants to purchase 669,894 shares of Common
Stock at $6.12 per share.
(8) Adjusted for the sale of 5,750,000 shares of Common Stock sold in the IPO
and the application of the net proceeds therefrom.
(9) The Pro Forma Combined Balance Sheet Data assumes that the Mergers were
consummated on March 31, 1998.
(10) In conjunction with the Mergers, some of the Founding Companies made S
Corporation Distributions to their stockholders totaling $5.4 million. In
order to fund the S Corporation Distributions, these Founding Companies
borrowed an aggregate of $4.8 million from existing sources. Additionally,
in conjunction with the Mergers, certain of the Founding Companies
distributed to their stockholders the Other Assets having a net book value
of $0.9 million. Accordingly, pro forma working capital has been decreased
by $0.6 million, and pro forma net income has been increased by $0.1
million.
(11) Includes a $15.7 million payable, representing the cash portion of the
Merger consideration.
8
<PAGE>
SUMMARY INDIVIDUAL FOUNDING COMPANY FINANCIAL DATA
The following table presents summary financial data for each of the
individual Founding Companies for each of their three most recent fiscal years
and for each of the three months ended March 31, 1997 and 1998. Income from
operations has not been adjusted for the anticipated increase in income
attributable to the Compensation Differential and Interest Differential or to
take into account increased costs associated with the Company's new corporate
management and with being a public company. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Introduction."
<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR(1) MARCH 31,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
CARTER:
Revenues........................ $ 35,824 $ 35,437 $ 37,982 $ 8,918 $ 9,372
Operating income................ 651 1,010 1,088 198 214
TCC:
Revenues........................ $ 28,147 $ 29,876 $ 32,274 $ 8,711 $ 9,758
Operating income................ 693 639 1,197 543 677
GEAR & WHEEL:
Revenues........................ $ 20,710 $ 21,475 $ 23,727 $ 5,330 $ 6,113
Operating income................ 1,210 1,360 1,004 303 315
AMPARTS:
Revenues........................ $ 10,528 $ 14,806 $ 22,687 $ 4,707 $ 6,489
Operating income................ 1,040 1,202 2,590 487 832
COOK BROTHERS:
Revenues........................ $ 22,327 $ 21,204 $ 23,238 $ 5,689 $ 6,702
Operating income................ 988 1,282 2,130 275 704
PLAZA:
Revenues........................ $ 20,135 $ 19,960 $ 20,721 $ 5,163 $ 5,829
Operating income................ 661 735 1,021 345 421
UNIVERSAL:
Revenues........................ $ 12,766 $ 12,942 $ 13,891 $ 3,519 $ 4,384
Operating income................ 291 176 133 100 406
PERFECTION:
Revenues........................ $ 9,032 $ 11,346 $ 11,925 $ 2,869 $ 5,527
Operating income................ 164 566 439 127 533
DRIVE LINE:
Revenues........................ $ 5,259 $ 4,227 $ 5,997 $ 1,745 $ 1,719
Operating income................ 450 929 1,082 411 28
- ------------
</TABLE>
(1) The financial data are presented on a historical basis for the Founding
Companies. The years presented are as follows: Carter -- March 29, 1996 and
March 31, 1997 and 1998, respectively; Cook Brothers and Gear &
Wheel -- June 30, 1996 and 1997 and March 31, 1998, respectively;
Universal -- June 30, 1995, 1996 and 1997; Plaza -- August 31, 1995 and 1996
and December 31, 1997, respectively; Perfection and TCC -- September 30,
1995, 1996 and 1997; and Amparts and Drive Line -- December 31, 1995, 1996
and 1997.
9
<PAGE>
RISK FACTORS
AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION IN THIS
PROSPECTUS, THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN
EVALUATING AN INVESTMENT IN THE COMMON STOCK. THIS PROSPECTUS CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF ANY NUMBER OF
FACTORS, INCLUDING THE RISK FACTORS SET FORTH BELOW AND ELSEWHERE IN THIS
PROSPECTUS.
ABSENCE OF COMBINED OPERATING HISTORY; RISKS OF INTEGRATING FOUNDING
COMPANIES. Transportation Components was founded in 1997 but conducted no
operations and generated no revenues prior to the Mergers on June 24, 1998. The
Founding Companies operated as separate independent entities prior to the IPO,
and there can be no assurance that the Company will be able to integrate the
operations of these businesses successfully or to institute the necessary
systems and procedures, including accounting and financial reporting systems, to
manage the combined enterprise on a profitable basis and to report the results
of the operations of the combined entities on a timely basis. The Company's
management group has been assembled only recently, and there can be no assurance
that the management group will be able to manage the combined entity or to
implement effectively the Company's acquisition and internal growth strategies
as well as its strategy to capitalize on its new corporate structure. The pro
forma combined historical financial results of the Founding Companies cover
periods when the Founding Companies and Transportation Components were not under
common control or management and may not be indicative of the Company's future
financial or operating results. The inability of the Company to integrate the
Founding Companies successfully would have a material adverse effect on the
Company's business, financial condition and results of operations and would make
it unlikely that the Company's acquisition program will be successful. See
"Business -- Strategy" and "Management."
RISKS RELATED TO THE COMPANY'S ACQUISITION STRATEGY. The Company intends
to grow significantly through the acquisition of additional companies in the
heavy duty parts and repair industry. The Company may face competition for
acquisition candidates, particularly from those companies that have announced or
intend to pursue an integration strategy. AutoZone, Inc. recently acquired
TruckPro, an independent distributor of heavy duty parts based in Arkansas, and
may continue to enter other markets through acquisitions or DE NOVO operations.
A venture capital group, Brentwood Associates, recently acquired at least two
independent distributors and is pursuing a consolidation strategy through HDA
Parts Systems, Inc., which is affiliated with the industry buying group HD
America. Quality Distribution Service Partners, a venture capital group
including Aurora Capital Partners, L.P., has stated an intention to acquire
independent distributors and pursue a consolidation strategy. Additional public
or private companies may become competitors of the Company in the future.
Certain of these competitors and potential competitors may have greater
financial resources than the Company to finance acquisitions, pay higher prices
for companies or develop and support new locations. This competition may limit
the number of acquisition opportunities available to the Company and lead to
higher acquisition prices.
There can be no assurance that the Company will be able to identify,
acquire or manage profitably additional businesses or to integrate successfully
any acquired businesses into the Company without substantial costs, delays or
other operational or financial problems. Acquisitions involve a number of
special risks, including failure of the acquired business to achieve expected
results, diversion of management's attention, failure to retain key personnel of
the acquired business and risks associated with unanticipated events or
liabilities, some or all of which could have a material adverse effect on the
Company's business, financial condition and results of operations. Customer
dissatisfaction or performance problems at a single acquired company could have
an adverse effect on the reputation of the Company generally and render
ineffective the Company's national sales and marketing initiatives. The Company
may consider acquiring complementary businesses with service and repair
operations, and there can be no assurance that these complementary businesses
can be successfully integrated. In addition, there can be no assurance that the
Founding Companies or other businesses acquired in the future will achieve
anticipated revenues and earnings. See "Business -- Strategy" and
"-- Competition."
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RISKS RELATED TO ACQUISITION FINANCING. The timing, size and success of
the Company's acquisition efforts and the associated capital commitments cannot
be readily predicted. The Company currently intends to finance future
acquisitions by using shares of its Common Stock for all or a substantial
portion of the consideration to be paid. If the Common Stock does not maintain a
sufficient market value, or if potential acquisition candidates are otherwise
unwilling to accept Common Stock as part of the consideration for the sale of
their businesses, the Company may be required to utilize more of its cash
resources, if available, in order to initiate and maintain its acquisition
program. If the Company does not have sufficient cash resources to finance the
implementation of its acquisition strategy, its growth could be limited unless
it is able to obtain additional capital through debt or equity financings. The
Company has obtained a credit facility of $75.0 million from The First National
Bank of Chicago, as agent, (the "Bank") for working capital and acquisitions.
As of July 28, 1998, the Company had an available balance of $46 million under
the credit facility. The credit facility is subject to customary convenants and
drawing conditions. However, there can be no assurance that the Company will be
able to obtain additional financing it will need for its acquisition program on
terms that the Company deems acceptable. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Combined Liquidity
and Capital Resources."
RISKS RELATED TO CAPITALIZING ON NEW CORPORATE STRUCTURE AND INTERNAL
GROWTH STRATEGIES. Key elements of the Company's strategy are to improve the
profitability and to continue to expand the revenues of the Founding Companies
and subsequently acquired businesses. A key component of the Company's strategy
is to operate the Founding Companies and subsequently acquired businesses on a
decentralized basis, with local management retaining responsibility for the
day-to-day operations of the individual locations, profitability and the
internal growth of the business. If proper overall business controls are not
implemented, this decentralized operating strategy may result in inconsistent
operating and financial practices at the Founding Companies and subsequently
acquired businesses and the Company's overall profitability could be adversely
affected. The Company intends to seek to improve the profitability of the
Founding Companies and any subsequently acquired businesses by various means,
including reducing, in some cases, duplicative facilities, operating costs and
overhead and achieving purchasing efficiencies. The Company's ability to
increase the revenues of the Founding Companies and any acquired businesses will
be affected by various factors, including the Company's ability to enter new
geographic markets successfully, to establish regional and national accounts and
to retain existing customer relationships. Many of the factors affecting the
Company's ability to improve the profitability of the Founding Companies are
beyond the control of the Company, and there can be no assurance that the
Company's strategies will be successful or that it will be able to generate
adequate cash flow from its operations to support internal growth. See
"Business -- Strategy."
MANAGEMENT OF GROWTH. The Company expects to grow both internally and
through acquisitions. Management expects to expend significant time and effort
in evaluating, completing and integrating acquisitions and opening new
facilities. There can be no assurance that the Company's systems, procedures and
controls will be adequate to support the Company's operations as they expand.
Any future growth also will impose significant additional responsibilities on
members of senior management, including the need to identify, recruit and
integrate new senior level managers and executives. There can be no assurance
that such additional management will be identified and retained by the Company.
To the extent that the Company is unable to manage its growth efficiently and
effectively, or is unable to attract and retain additional qualified management,
the Company's business, financial condition and results of operations could be
materially adversely affected. See "Business -- Strategy."
INTEGRATION OF COMPUTER SYSTEMS AND RELIANCE ON COMPUTER SYSTEMS. The
Company's success is dependent in part on the Company's ability to coordinate
and integrate the management information systems of the Founding Companies that
are used for ordering products, recording and analyzing financial results,
controlling inventory and performing other important functions. There can be no
assurance that the Company will be able to coordinate and integrate the
management information systems economically or that the Company will not
experience delays, disruptions and unanticipated expenses in doing so. Any such
event could have a material adverse effect on the Company's business, financial
condition and results of operations. The Company will not be able to achieve
contemplated operating efficiencies and competitive
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advantages until it has fully coordinated and integrated the management
information systems. Until the Company establishes coordinated and integrated
management information systems, which may not occur for several years, it will
rely primarily on the separate systems of the Founding Companies. After the
management information systems are integrated, the Company will rely heavily on
them in its daily operations. Consequently, any interruption in the operation of
the management information systems may have a material adverse effect on the
Company's business, financial condition and results of operations. See
"Business -- Management Information Systems."
RISKS RELATED TO IMPROVED PARTS QUALITY IN THE COMPONENT MANUFACTURING
INDUSTRY. As the quality of parts manufactured for heavy duty vehicles and
equipment improves, the useful lives of these parts are expected to increase,
and the parts may require less frequent replacement, reducing the demand for the
Company's products and services. Moreover, the improved quality of original
parts is expected to allow component manufacturers, OEMs and OEM-authorized
dealerships to provide customers with extended vehicle and parts warranties. If
warranty coverage of parts is extended, vehicle owners would likely return to
the OEM-authorized dealership from which they purchased the vehicle for longer
periods of time to have warranty repair service performed or parts replaced. In
addition, improved quality of replacement parts may extend the replacement
cycles of heavy duty parts. If parts replacement cycles increase, the Company
would experience a decrease in the frequency with which customers require
replacement parts and repair service. Such a decrease could have a material
adverse effect on the Company's business, financial condition and results of
operations. See "Business -- Operations and Services."
COMPETITION. The Company is engaged in a highly-fragmented and competitive
industry. The principal competitive factors are availability and quality of
parts, services and price. The Company competes with a large number of
independent distributors on a regional and local basis, some of which may have
greater financial resources than the Company, and several of which are public
companies. Independent distributors are facing increased competition from OEMs
and OEM-authorized dealerships who offer many of the same parts to owners of
vehicles and fleets, particularly during the warranty period. Freightliner
Corporation, an OEM, has formed a subsidiary, Alliance, to provide heavy duty
parts and service for all brands of trucks in the aftermarket. The Company also
competes with OEM-authorized dealerships such as Navistar, Freightliner, Mack,
PACCAR and Volvo. OEM-authorized dealerships typically sell parts to customers
who have purchased vehicles from their dealerships in addition to pursuing the
aftermarket in competition with the Company. Certain OEMs have introduced, on a
limited basis, offers for lifetime service contracts on trucks. The effect of
these contracts is to motivate truck owners to return to OEM-authorized
dealerships for parts and repair services. Lifetime service contracts could
limit the size of the parts and repair aftermarket in which the Company
currently competes. The members of the National Auto Parts Association
("NAPA") comprise a network of locations that compete with the Company
primarily for "over-the-counter" parts sales. In addition, certain owners of
leased fleets have increased their capacity to provide leased vehicles and
ancillary fleet services to businesses requiring a private fleet for their
operations. Owners of leased fleets may have sufficient purchasing leverage to
purchase replacement parts directly from component manufacturers or to negotiate
larger volume discounts from independent distributors. The expanded use of
leased fleets to replace private fleets owned and operated by businesses could
have an adverse effect on the demand for the parts and services offered by the
Company or on the profit margins of the Company. The Company's existing and new
competitors may have lower overhead cost structures and may be able to provide
their parts and services at lower rates than those of the Company. Moreover,
certain of the Company's competitors and potential competitors may have greater
financial resources than the Company to finance acquisition and development
opportunities, to pay higher prices for those opportunities or to develop and
support their own heavy duty parts distribution and repair operations.
Consequently, the Company may encounter significant competition in its efforts
to achieve both its acquisition and internal growth objectives as well as its
operating strategy to increase the profitability of the Founding Companies and
subsequently acquired businesses. See "Business -- Competition."
AVAILABILITY OF QUALIFIED EMPLOYEES. The Company needs knowledgeable sales
staff and skilled technicians to provide customers with high-quality services on
a timely basis. Unlike automobiles that are manufactured as standard models with
customized options, heavy duty vehicles and equipment are typically
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manufactured entirely to an owner's specifications. Therefore, the Company's
sales staff and technicians must have the requisite expertise to understand a
vehicle's specifications to select the correct parts for customers. Certain of
the value-added services the Company offers require Company employees to inspect
heavy duty vehicles and equipment operated by customers and develop databases to
record parts used on the customer's vehicles. Accordingly, the Company's ability
to increase its productivity and profitability will be limited by its ability to
employ, train and retain skilled personnel necessary to meet the Company's
requirements. There can be no assurance that the Company will be able to
maintain an adequate skilled labor force necessary to operate efficiently, that
the Company's labor expenses will not increase as a result of a shortage in the
supply of skilled personnel or that the Company will not have to curtail its
planned internal growth as a result of labor shortages. See
"Business -- Employees" and " -- Recruiting, Training and Safety."
INTERNATIONAL BUSINESS RISKS. The Company derives approximately 7.6% of
its revenues from its operations in Mexico and approximately 3.4% of its
revenues from exporting heavy duty parts and supplies to customers in countries
in South and Central America, Southeast Asia and the Pacific Rim. The risks of
doing business in foreign countries include currency exchange rate fluctuations,
potential adverse changes in the diplomatic relations of foreign countries with
the United States, hostility from local populations, adverse effects of currency
exchange controls, restrictions on the withdrawal of foreign investment and
earnings, government policies against businesses owned by non-nationals,
expropriations of property, the potential instability of foreign governments and
the risk of insurrections that could result in losses against which the Company
is not insured. The Company's international operations also are subject to
economic uncertainties, including, among others, risks of renegotiation or
modification of existing agreements or arrangements with governmental
authorities, exportation and transportation tariffs, foreign exchange
restrictions and changes in taxation structure. See "Business -- Strategy" and
" -- Operations and Services."
UNCERTAINTY OF PRODUCT AVAILABILITY; ABSENCE OF CONTRACTS WITH
SUPPLIERS. As independent distributors of commercial heavy duty vehicle parts,
the Founding Companies purchase commercial vehicle parts from a number of
component manufacturers. The Founding Companies have no franchise agreements or
supply contracts with these component manufacturers that assure the Company a
continued supply of parts to sell in the future. The Company believes a key
component of its business strategy is to maintain a large inventory and a wide
selection of parts. Therefore, the Company's strategy could be impaired if the
Company is not able to obtain access to many brands of parts in sufficient
volumes for its operating locations. While there are many component
manufacturers in the marketplace, there can be no assurance that the Company
will be able to obtain an adequate supply of commercial vehicle parts. The
Company's inability to obtain an adequate supply of commercial vehicle parts
could have a material adverse effect on its business, financial condition and
results of operations. Some of the Founding Companies remanufacture worn parts
for resale to repair shops and end-users. The Company has no contractual
assurance that the worn parts used for remanufacturing will be available to the
Company in the future. If the Company cannot obtain an adequate supply of worn
parts, the resulting loss of sales could have a material adverse effect on the
Company's profitability. See "Business -- Suppliers."
CONCENTRATION OF CUSTOMERS. In fiscal 1996, one of the Founding Companies,
Perfection Equipment Company, Inc. ("Perfection"), began to assemble specialty
truck equipment for Dowell Schlumberger Corporation for oil field services
applications. This relationship represented approximately 38% of Perfection's
revenues in the first quarter of calendar 1998 and is expected to represent a
significant amount of Perfection's revenues in 1998. There can be no assurance
the relationship with Dowell Schlumberger Corporation will continue in the
future. See "Management's Discussion and Analysis of Financial Condition and
Result of Operations -- Perfection -- Results of Operations."
ECONOMIC FACTORS. Many of the Company's products are sold to customers in
industries that experience fluctuations in demand based on economic conditions,
energy prices, consumer demand and other factors. The trucking industry has
historically been highly cyclical as a result of various economic factors such
as excess capacity in the industry, the availability of qualified drivers,
changes in fuel prices and the supply of fuel, increases in fuel or energy
taxes, interest rate fluctuations, insurance costs,
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fluctuations in the resale value of revenue equipment, economic recession and
downturns in customers' business cycles and shipping requirements. The Company
has little or no control over these economic factors. No assurance can be given
that the Company will be able to increase or maintain its level of sales in
periods of economic stagnation or downturn.
SEASONALITY; FLUCTUATION IN QUARTERLY EARNINGS. Weather extremes cause
increased parts wear and breakdowns; however, extreme weather, particularly
during winter months, could inhibit general business activity. These seasonal
trends may cause fluctuations in the Company's earnings. Additionally, quarterly
results may be materially affected by the timing of acquisitions, variations in
the margins of products sold and services performed during any particular
quarter, the timing and magnitude of acquisition assimilation projects and
regional economic conditions. Accordingly, the Company's operating results in
any particular quarter may not be indicative of the results that can be expected
for any other quarter or for the entire year. See "Management's Discussion and
Analysis -- Seasonality" and "Business -- Strategy."
ENVIRONMENTAL REGULATION. The Company's operations are subject to various
federal and state environmental laws and regulations. In particular, stringent
environmental regulations govern the handling of chemicals and substances
commonly utilized in certain of the Founding Companies' service and
remanufacturing operations including items such as solvents and lubricants.
Environmental regulations also require the proper management and disposal of
many of the waste products resulting from these operations. Additionally,
several of the Company's facilities operate above-ground and underground storage
tanks for fuels and similar substances. The operation of these tanks is subject
to a variety of environmental regulatory controls. Failure to comply with the
above-referenced regulatory requirements can result in liability to the Company
in the form of administrative, civil or criminal enforcement by government
agencies or other parties. In addition, releases to the environment of the
substances described above, whether at facilities operated by the Company or at
facilities where the Company has arranged for disposal of such substances, may
subject the Company to liability for cleaning up contamination which results
from such releases. Certain of the Company's operations, including the use of
certain of the above-referenced substances, will subject the Company to
environmental regulation and potential liability for releases of such substances
to the environment. There can be no assurance that the Company will remain in
compliance with the regulations described above and there can be no assurance
that the regulations described above will not be revised or amended to the
detriment of the Company. There also can be no assurance that new regulations
will not be enacted and enforced to the detriment of the Company. Any change to
current regulations or enactment of future regulations could require further
capital investments or make many of the Company's operations unprofitable. Any
material change in regulations could have a material adverse affect on the
Company's business, financial condition and results of operations. See
"Business -- Government Regulation and Environmental Matters."
YEAR 2000 COMPLIANCE. The Company intends to implement a Year 2000 program
to ensure that the Company's computer systems and applications will function
properly beyond 1999. The Company expects its Year 2000 date conversion program
will be successfully completed on a timely basis. There can, however, be no
assurance that this will be the case. The Company does not expect to incur
significant expenditures to address this issue. The ability of third parties
with whom the Company transacts business to address adequately their Year 2000
issues is outside of the Company's control. There can be no assurance that the
failure of the Company or such third parties to address adequately their
respective Year 2000 issues will not have a material adverse effect on the
Company's business, financial condition, cash flows and results of operations.
See "Business -- Management Information Systems; Year 2000."
UNIONIZED WORKFORCE. Approximately five percent of the Company's U.S.
employees are covered by collective bargaining agreements. Although the majority
of these agreements prohibit strikes and work stoppages, there can be no
assurance that strikes or work stoppages will not occur in the future. Certain
of the Company's foreign employees are members of unions based in Mexico.
Strikes or work stoppages could have a material adverse effect on the Company's
relationship with its customers and on the Company's business, financial
condition and results of operations. In addition, the Company's acquisition
strategy could be adversely affected by its union status for a variety of
reasons, including without limitation,
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incompatibility with a target's existing unions and reluctance of non-union
targets to become affiliated with a unionized company. See
"Business -- Employees."
RELIANCE ON KEY PERSONNEL. The Company is highly dependent on the
continuing efforts of the Company's executive officers, including Messrs. Young,
Gooch, McConnell, Pryzant and Bucaro, and the senior management of the Founding
Companies. The Company likely will depend on the senior management of any
significant business it acquires in the future. The business or prospects of the
Company could be affected adversely if any of these persons does not continue in
the employment of the Company until a qualified replacement is found. See
"Management." Until August 2000, Messrs. Young and Bucaro are subject to an
agreement that prohibits each of them from acting in any manner or capacity in
or for any business that engages as its primary line of business in the sale of
automotive parts or accessories to retail customers or to commercial auto repair
outlets in the geographic area served by this former employer at the time their
respective employment ceased. The geographic area affected includes parts of
Texas, Louisiana and California. See "Management -- Prior Employment
Relationships of Messrs. Young and Bucaro."
CONTROL BY EXISTING MANAGEMENT AND STOCKHOLDERS. As of the completion of
the Merger and the IPO, the Company's executive officers and directors, former
stockholders of the Founding Companies and entities affiliated with them
beneficially owned approximately 66% of the outstanding shares of Common Stock.
These persons or a group of these persons acting together could exercise control
over the Company's affairs, elect the entire Board of Directors and control the
outcome of any matter submitted to a vote of stockholders. See "Principal
Stockholders."
NO PRIOR PUBLIC MARKET AND DETERMINATION OF OFFERING PRICE; POTENTIAL STOCK
PRICE VOLATILITY. Prior to the IPO, there was no public market for the Common
Stock. The offering prices for the Common Stock to be issued pursuant to this
registration statement will be determined by negotiation between the Company and
certain owners of the companies to be acquired, and may bear no relationship to
the price at which the Common Stock will trade after a particular acquisition.
The Common Stock is listed on the New York Stock Exchange; however, there can be
no assurance that an active trading market will be sustained subsequent to the
IPO or a particular acquisition. After an acquisition, the market price of the
Common Stock may be subject to significant fluctuations in response to numerous
factors, including the timing of any acquisitions by the Company, variations in
the Company's annual or quarterly financial results or those of its competitors,
changes by financial research analysts in their estimates of the future earnings
of the Company, conditions in the economy in general or in the Company's
industry in particular, unfavorable publicity or changes in applicable laws and
regulations (or judicial or administrative interpretations thereof) affecting
the Company or the landscaping and tree services industry generally. From time
to time, the stock market experiences significant price and volume volatility,
which may affect the market price of the Common Stock for reasons unrelated to
the Company's performance.
POTENTIAL EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE ON PRICE OF COMMON
STOCK. As of the consummation of the Mergers and the IPO, 16,512,611 shares of
Common Stock are outstanding. The 5,750,000 shares sold in the IPO (other than
shares that may be purchased by affiliates of the Company) are freely tradeable.
The remaining outstanding shares may be resold publicly only following their
registration under the Securities Act of 1933, as amended (the "Securities
Act"), or pursuant to an available exemption from registration (such as
provided by Rule 144 following a one year holding period for previously
unregistered shares). The holders of these remaining shares have certain rights
to have their shares registered in the future under the Securities Act, but may
not exercise such registration rights, and have agreed with the Company that
they will not sell, transfer or otherwise dispose of any of their shares, for
two years following the closing of this Offering. See "Shares Eligible for
Future Sale." After the completion of the IPO, the Company had outstanding
options to purchase up to a total of 1,795,465 shares of Common Stock and
warrants to purchase 669,894 shares of Common Stock. The Company intends to
register all the shares subject to these options under the Securities Act for
public resale. The Company is hereby registering 10,000,000 additional shares of
Common Stock under the Securities Act for issuance in connection with future
acquisitions. These shares generally will be freely tradeable after their
issuance by persons not affiliated with the Company unless the Company
contractually restricts their resale. Sales, or the availability
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for sale of, substantial amounts of Common Stock in the public market could
adversely affect prevailing market prices and the future ability of the Company
to raise equity capital and complete any additional acquisitions for Common
Stock. See "Shares Eligible for Future Sales."
POSSIBLE ANTI-TAKEOVER EFFECT OF CERTAIN CHARTER PROVISIONS. TransCom
USA's Certificate of Incorporation (the "Certificate of Incorporation")
authorizes the Board of Directors to issue, without stockholder approval, one or
more series of preferred stock having such preferences, powers and relative,
participating, optional and other rights (including preferences over the Common
Stock respecting dividends and distributions and voting rights) as the Board of
Directors may determine. The existence of this "blank-check" preferred stock
could render more difficult or discourage an attempt to obtain control of the
Company by means of a tender offer, merger, proxy contest or otherwise. In
addition, the Certificate of Incorporation provides for a classified Board of
Directors, which may also have the effect of inhibiting or delaying a change in
control of the Company. Certain provisions of the Delaware General Corporation
Law may also discourage takeover attempts that have not been approved by the
Board of Directors. See "Description of Capital Stock."
SIGNIFICANT MATERIALITY OF GOODWILL. The Company's balance sheet
immediately following the IPO and consummation of the acquisition of the
Founding Companies included an amount designated as "goodwill" that
represented 32.1% of total assets and 52.3% of stockholders' equity. Goodwill
arises when an acquiror pays more for a business than the fair value of the
tangible and separately measurable intangible net assets. Generally accepted
accounting principles require that this and all other intangible assets be
amortized over the period benefited. Management determined that the period
benefited by the goodwill will be no less than 40 years. If management were not
to separately recognize a material intangible asset having a benefit period less
than 40 years, or were not to give effect to shorter benefit periods of factors
giving rise to a material portion of the goodwill, earnings reported in periods
immediately following the acquisition would be overstated. In later years, the
Company would be burdened by a continuing charge against earnings without the
associated benefit to income valued by management in arriving at the
consideration paid for the businesses. Earnings in later years also could be
significantly affected if management determined then that the remaining balance
of goodwill was impaired. Management reviewed with its independent accountants
all of the factors and related future cash flows which it considered in arriving
at the amount incurred to acquire each of the Founding Companies. Management
concluded that the anticipated future cash flows associated with intangible
assets recognized in the acquisitions will continue indefinitely, and there is
no persuasive evidence that any material portion will dissipate over a period
shorter than 40 years.
FORWARD-LOOKING STATEMENTS Certain of the statements contained in this
Prospectus may be considered forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, that are
based on management's beliefs, as well as assumptions made by, and information
currently available to, management. When used herein, words such as
"anticipate," "estimate," "expect," "objective," "projection,"
"forecast," "goal," or similar words are intended to identify
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Such
statements 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 may vary materially from those
anticipated, estimated, projected or expected. Important factors that could
cause future results to differ include, among others, the effects of
competition, legislative and regulatory changes and changes in the economy.
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THE COMPANY
TransCom USA was founded in 1997 to become a leading national, value-added
independent distributor of replacement parts and supplies for Class III through
Class VIII commercial trucks, trailers and other types of specialized heavy duty
vehicles and equipment and to pursue aggressively the consolidation of this
highly-fragmented industry. TransCom USA has entered into agreements to acquire
the Founding Companies simultaneously with, and as a condition to, the
consummation of the Offering. In 1997, the Founding Companies, which have been
in business an average of 40 years, had pro forma revenues of $208 million,
servicing over 18,000 customers. For a description of the transactions pursuant
to which these businesses will be acquired, see "Certain
Transactions -- Organization of the Company." The following is a description of
the Founding Companies.
CHARLES W. CARTER CO. -- LOS ANGELES -- Charles W. Carter Co. -- Los
Angeles ("Carter"), headquartered in Placentia, California, was founded in
1929 and serves customers principally in California, Hawaii, Nevada and Arizona.
Carter primarily distributes commercial vehicle parts and, to a lesser extent,
auto parts. For the year ended March 31, 1997, Carter had revenues of $35.4
million and operating income of $1.0 million. Carter currently has approximately
185 employees. Thomas A. Work, a Co-Chairman of Carter, has over 30 years of
industry experience, all of which has been with Carter. Thomas H. Ketchum, a
Co-Chairman of Carter, has over 27 years of industry experience, all of which
has been with Carter. Subsequent to the IPO, Mr. Work and Mr. Ketchum signed
five-year employment agreements with Carter to serve as Co-Chairmen of Carter.
Mr. Work is currently a director of the Company.
TRANSPORTATION COMPONENTS CO. -- Transportation Components Co. ("TCC"),
headquartered in St. Paul, Minnesota, was founded in 1946 and serves customers
principally in Wisconsin, Minnesota, North Dakota, South Dakota and Iowa. TCC
primarily distributes commercial vehicle parts and also performs installation
and maintenance services and relines brake shoes. In fiscal 1997, TCC had
revenues of $32.3 million and operating income of $1.2 million. TCC currently
has approximately 171 employees. Peter D. Lund, the President of TCC, has been
employed by TCC for over 24 years and has over 26 years of industry experience.
Subsequent to the IPO, Mr. Lund signed a five-year employment agreement with TCC
to serve as President of TCC and is currently a director of the Company.
GEAR & WHEEL, INC. -- Gear & Wheel, Inc. ("Gear & Wheel"), headquartered
in Orlando, Florida, was founded in 1981 and serves customers principally in
Florida. Gear & Wheel primarily distributes commercial vehicle parts and also
remanufactures brakes, clutches, drive train components and turbochargers. For
the year ended June 30, 1997, Gear & Wheel had revenues of $21.5 million and
operating income of $1.4 million. Gear & Wheel currently has approximately 123
employees. Everett W. Petry, the founder and President of Gear & Wheel, has been
employed by Gear & Wheel for over 17 years and has over 35 years of industry
experience. Subsequent to the IPO, Mr. Petry signed a five-year employment
agreement with Gear & Wheel to serve as President of Gear & Wheel and is
currently a director of the Company.
AMPARTS INTERNATIONAL, INC. -- Amparts International, Inc. headquartered in
Laredo, Texas, was founded in 1990 and, together with its affiliates Amparts,
Inc. and Proveedor Mayorista al Refaccionario S.A. de C.V. (collectively,
"Amparts"), serves customers principally in Mexico and countries in South and
Central America, Southeast Asia and the Pacific Rim from its locations in
Washington, Texas and Florida. Amparts primarily exports commercial vehicle
parts. In 1997, Amparts had revenues of $22.7 million and operating income of
$2.6 million. Amparts currently has approximately 70 employees. Rodolfo A.
Duemichen, a co-founder and the President of Amparts, has been employed by
Amparts for over eight years and has over 17 years of industry experience.
Subsequent to the IPO, Mr. Duemichen signed a five-year employment agreement
with Amparts to serve as President of Amparts and is currently a director of the
Company.
THE COOK BROTHERS COMPANIES, INC. -- The Cook Brothers Companies, Inc.
("Cook Brothers"), headquartered in Binghamton, New York, was founded in 1918
and serves customers principally in New York and Pennsylvania. Cook Brothers
primarily distributes commercial vehicle parts and sells Mack trucks. For the
year ended June 30, 1997, Cook Brothers had revenues of $21.2 million and
operating
17
<PAGE>
income of $1.3 million. Cook Brothers currently has approximately 155 employees.
Henry B. Cook, Jr., the President of Cook Brothers, has over 25 years of
industry experience, all of which has been with Cook Brothers. Subsequent to the
IPO, Mr. Cook signed a five-year employment agreement with Cook Brothers to
serve as President of Cook Brothers. Mr. Cook is currently Vice President of
Purchasing and a director of the Company.
PLAZA AUTOMOTIVE, INC. -- Plaza Automotive, Inc. ("Plaza"), headquartered
in St. Louis, Missouri, was founded in 1946 and serves customers principally in
Missouri, Illinois, Colorado and Tennessee. Plaza primarily distributes
commercial vehicle parts and also performs installation and maintenance services
and relines brake shoes. In 1997, Plaza had revenues of $20.7 million and
operating income of $1.0 million. Plaza currently has approximately 115
employees. Louis J. Boggeman, Jr., the President of Plaza, has over 22 years of
industry experience, all of which has been with Plaza. Subsequent to the IPO,
Mr. Boggeman signed a five-year employment agreement with Plaza to serve as
President of Plaza. Mr. Boggeman is currently Senior Vice President, Chief
Operating Officer and a director of the Company.
UNIVERSAL FLEET SUPPLY, INC. -- Universal Fleet Supply, Inc.
("Universal"), headquartered in Fremont, California, was founded in 1978 and
serves customers principally in California and Nevada. Universal primarily
distributes commercial vehicle parts and also relines brake shoes. In fiscal
1997, Universal had revenues of $13.9 million and operating income of $0.1
million. Universal currently has approximately 75 employees. Ronald G. Short,
the President of Universal, has been employed by Universal for over 20 years and
has over 22 years of industry experience. Subsequent to the IPO, Mr. Short
signed a five-year employment agreement with Universal to serve as President of
Universal and is currently a director of the Company.
PERFECTION EQUIPMENT COMPANY, INC. -- Perfection, headquartered in Oklahoma
City, Oklahoma, was founded in 1946 and serves customers principally in
Oklahoma. Perfection primarily distributes commercial vehicle parts and
assembles specialty commercial vehicle equipment and also performs installation
and maintenance services. In fiscal 1997, Perfection had revenues of $11.9
million and operating income of $0.4 million. Perfection currently has
approximately 87 employees. Christopher A. Simpson, the President of Perfection,
has been employed by Perfection for over 10 years and has over 18 years of
industry experience. Maura L. Berney, the Chairman of the Board and
Vice-President of Finance and Administration of Perfection, has been employed by
Perfection for over five years and has over eight years of industry experience.
C. Peter Voogt, the Vice President of Sales of Perfection, has been employed by
Perfection for over 15 years and has over 23 years of industry experience.
Subsequent to the IPO, Mr. Simpson, Ms. Berney and Mr. Voogt signed five-year
employment agreements with Perfection to serve in their respective positions.
Ms. Berney is currently a director of the Company.
DRIVE LINE, INC. -- Drive Line, Inc. ("Drive Line"), headquartered in
Sunrise, Florida, was founded in 1988 and serves customers nationally from its
facility in Florida. Drive Line primarily distributes commercial vehicle parts
to OEMs and other end-users and military vehicle parts to the United States
military. In 1997, Drive Line had revenues of $6.0 million and operating income
of $1.1 million. Drive Line currently has approximately 12 employees. James R.
Davis, the co-founder and President of Drive Line, has been employed by Drive
Line for over 10 years and has over 27 years of industry experience. Joseph P.
Akra, the co-founder and Vice-President of Drive Line, has been employed by
Drive Line for over 10 years and has over 23 years of industry experience.
Subsequent to the IPO, Mr. Davis and Mr. Akra signed five-year employment
agreements with Drive Line to serve in their respective positions.
18
<PAGE>
PRICE RANGE OF COMMON STOCK
The Common Stock trades on the New York Stock Exchange under the symbol
"TUI." The following table sets forth the high and low sale prices for the
Common Stock (based on the NYSE Composite Transactions Reporting System) for the
periods indicated:
HIGH LOW
------ ------
1998:
Second Quarter (From June 19,
1998 through June 30, 1998)... $ 9.75 $ 8.00
Third Quarter (From July 1, 1998
through July 30, 1998)........ 11.75 9.375
On July 30, 1998, the closing price of the Common Stock on the New York
Stock Exchange (as reported on the Composite Transactions Reporting System was
$9.75 and there were 105 holders of record of Common Stock, as shown on the
records of the transfer agent and registrar for the Common Stock. The number of
record holders does not bear any relationship to the number of beneficial owners
of the Common Stock. The Company has never declared a dividend with respect to
its Common Stock.
DIVIDEND POLICY
The Company intends to retain all of its earnings, if any, to finance the
expansion of its business and for general corporate purposes, including future
acquisitions and, therefore, does not anticipate paying any cash dividends on
its Common Stock for the foreseeable future. In addition, the Company's working
capital and acquisitions credit facility includes restrictions on the ability of
the Company to pay cash dividends without the consent of the lender.
In connection with the Mergers, certain of the Founding Companies made S
Corporation Distributions aggregating $5.4 million and distributions of the
Other Assets having a net book value of approximately $0.9 million to their
stockholders. To fund the S Corporation Distributions, the Founding Companies
borrowed approximately $4.8 million from existing sources.
19
<PAGE>
CAPITALIZATION
The following table sets forth the current maturities of long-term
obligations and capitalization at March 31, 1998 (i) on a pro forma combined
basis to give effect to the Mergers, the S Corporation Distributions and the
distribution of the Other Assets and the repayment of outstanding indebtedness,
and (ii) pro forma combined, as adjusted, to give effect to the Mergers, the S
Corporation Distributions, the distribution of the Other Assets, the repayment
of outstanding indebtedness, the receipt of proceeds from the sale of a building
to a stockholder, the IPO and the application of a portion of the estimated net
proceeds therefrom. This table should be read in conjunction with the Company's
Unaudited Pro Forma Combined Financial Statements and the Notes thereto included
elsewhere in this Prospectus.
MARCH 31, 1998
---------------------------
PRO FORMA
COMBINED AS ADJUSTED
---------- -----------
(IN THOUSANDS OF DOLLARS)
Current maturities of long-term
obligations(1)..................... $ 28,297 $ 20,178
========== ===========
Long-term obligations, less current
maturities(2)...................... $ 17,914 $ 3,935
Stockholders' equity:
Preferred Stock: $0.01 par
value, 5,000,000 shares
authorized; none issued or
outstanding................ -- --
Common Stock: $0.01 par value,
102,000,000 shares
authorized; 10,762,611
shares issued and
outstanding pro forma
combined; and 16,512,611
shares issued and
outstanding, pro forma as
adjusted(3)................ 108 165
Additional paid-in capital........... 61,836 98,059
Retained earnings.................... (7,958) (7,958)
---------- -----------
Total stockholders' equity.... 53,986 90,266
---------- -----------
Total capitalization.... $ 71,900 $ 94,201
========== ===========
- ------------
(1) Includes the Company's lines of credit and payables to related parties of
approximately $2.1 million pro forma combined and $0.2 million as adjusted.
See detail of related party amounts in individual financial statements and
accompanying notes thereto.
(2) Includes long-term obligations and long-term payables to related parties of
approximately $1.4 million pro forma combined and $1.0 million as adjusted.
See detail of related party amounts in individual financial statements and
accompanying notes thereto.
(3) Excludes 1,795,465 shares of Common Stock subject to options granted upon
consummation of this Offering with an exercise price equal to the IPO price
of $8.00 per share and warrants to purchase 669,894 shares of common stock
at an exercise price of $6.12 per share. See "Management -- 1998 Long-Term
Incentive Plan" and " -- 1998 Non-Employee Directors' Stock Plan."
20
<PAGE>
SELECTED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Transportation Components acquired the Founding Companies in connection
with the consummation of the IPO. The following selected financial data for
Transportation Components as of March 31, 1998 and for the period from inception
to December 31, 1997 and the three months ended March 31, 1998 have been derived
from audited Financial Statements of Transportation Components included
elsewhere in this Prospectus. The selected unaudited pro forma combined
financial data present data for the Company, adjusted for (i) the effects of the
Mergers, (ii) the effects of certain pro forma adjustments to the historical
Financial Statements described below and (iii) the consummation of the IPO and
the application of the net proceeds therefrom. See the Unaudited Pro Forma
Combined Financial Statements and the Notes thereto and the historical Financial
Statements of Transportation Components and certain of the Founding Companies
and the Notes thereto included elsewhere in this Prospectus.
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
1997 1998
------------- ------------
STATEMENT OF OPERATIONS DATA:
TRANSPORTATION COMPONENTS
Revenues........................ $ -- $ --
Selling, general and
administrative expenses....... 3,108 4,850
------------- ------------
Loss before income taxes........ (3,108) (4,850)
------------- ------------
Net loss........................ $ (3,108) $ (4,850)
============= ============
PRO FORMA COMBINED(1)
Revenues(2)..................... $ 207,588 $ 56,097
Cost of sales................... 147,111 38,699
------------- ------------
Gross profit.................... 60,477 17,398
Selling, general and
administrative expenses(3).... 45,314 12,504
Goodwill amortization(4)........ 1,180 295
------------- ------------
Operating income................ 13,983 4,599
Interest and other income
(expense), net(5)............. (999) (555)
------------- ------------
Income before income taxes...... 12,984 4,044
Provision for income tax(6)..... 5,610 1,719
------------- ------------
Net income...................... $ 7,374 $ 2,325
============= ============
Net income per share............ $ 0.45 $ 0.14
============= ============
Shares used in computing pro
forma net income per
share(7)...................... 16,512,611 16,512,611
MARCH 31, 1998
-------------------------------
PRO FORMA AS
COMBINED ADJUSTED(8)
------------- ------------
BALANCE SHEET DATA(9):
Working capital(10).................. $ 8,396(11) $ 35,184
Total assets......................... 151,448 146,961
Long-term debt, net(10).............. 17,914 3,935
Stockholders' equity(10)............. 53,986 90,266
- ------------
(1) The Pro Forma Combined Statement of Operations Data assume that the Mergers
and the Offering were closed on January 1, 1997 and are not necessarily
indicative of the results the Company would have obtained had these events
actually then occurred or of the Company's future results.
(FOOTNOTES CONTINUED ON FOLLOWING PAGE)
21
<PAGE>
(2) Reflects pro forma revenues of approximately $13.1 million and $0.2 million
for the year ended December 31, 1997 and the three months ended March 31,
1998, respectively, associated with the acquisition of two parts
distribution businesses and a truck dealership by certain Founding
Companies.
(3) Reflects the Compensation Differential of approximately $3.5 million and
$0.7 million for the year ended December 31, 1997 and the three months
ended March 31, 1998, respectively. These data do not include the
nonrecurring portion of the Compensation Charge of $3.0 million and $4.7
million for the year ended December 31, 1997 and the three months ended
March 31, 1998, respectively.
(4) Consists of amortization of goodwill recorded as a result of the Mergers
computed on the basis described in Notes to the Unaudited Pro Forma
Combined Financial Statements.
(5) Reflects the Interest Differential of $1.6 million and $0.6 million for the
year ended December 31, 1997 and the three months ended March 31, 1998,
respectively.
(6) Assumes all income is subject to an effective corporate tax rate of 39%,
and the non-deductibility of goodwill.
(7) Includes (i) 7,493,394 shares to be issued to owners of the Founding
Companies, (ii) 1,106,829 shares issued to the management and directors of,
and consultants to, Transportation Components, (iii) 2,162,388 shares
issued to Notre and (iv) 5,750,000 shares sold in the IPO. Excludes options
to purchase 1,795,465 shares granted upon consummation of the IPO at the
IPO price of $8.00 per share and warrants to purchase 669,894 shares of
common stock at $6.12 per share.
(8) Adjusted for the sale of 5,750,000 shares of Common Stock sold in the IPO
and the application of the net proceeds therefrom.
(9) The Pro Forma Combined Balance Sheet Data assumes that the Mergers were
consummated on March 31, 1998.
(10) In conjunction with the Mergers, certain of the Founding Companies made
Distributions to their stockholders totaling $5.4 million. In order to fund
the S Corporation Distributions, the Founding Companies will borrow $4.8
million from existing sources. Additionally, in conjunction with the
Mergers, certain of the Founding Companies distributed to their
stockholders the Other Assets having a net book value of $0.9 million.
Accordingly, pro forma working capital has been decreased by $0.6 million
and pro forma net income has been increased by $0.1 million.
(11) Includes a $15.7 million payable, representing the cash portion of the
Merger consideration.
22
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with "Selected
Financial Data" and the Founding Companies' Financial Statements and related
Notes thereto appearing elsewhere in this Prospectus.
INTRODUCTION
The Company engages in the distribution of replacement parts for commerical
trucks and trailers and other types of specialized heavy duty vehicles and
equipment. The Company purchases heavy duty parts from component manufacturers,
inventories these parts in over 60 facilities across the United States and
Mexico and distributes them to over 18,000 customers. The Company also exports
parts and supplies to customers located in countries in South and Central
America, Southeast Asia and the Pacific Rim. The Company serves a diverse set of
customers including regional and national private, common carrier and rental
fleets, independent repair shops, resellers, specialty OEMs, municipal and other
governmental entities and other end users. Approximately 94% of the Company's
pro forma combined revenues in 1997 was attributable to the sale of parts
(including remanufactured parts), supplies and equipment; approximately 4% was
attributable to installation and repair, with the remaining 2% attributable to
truck sales, leasing and rental income.
The Founding Companies operated throughout the periods presented as
independent, privately-owned entities, and their results of operations reflect
varying tax structures (S Corporations or C Corporations) which have influenced
the historical level of owners' compensation. Accordingly, selling, general and
administrative expenses as a percentage of revenue may not be comparable among
the individual Founding Companies. The owners of the Founding Companies have
contractually agreed to certain reductions in both their compensation and
benefits. The Compensation Differential for 1997 of $3.5 million has been
reflected as a pro forma adjustment in the Unaudited Pro Forma Combined
Statement of Operations presented elsewhere in this Prospectus.
The Company has obtained a credit facility of $75.0 million from the Bank,
which has been available since the consummation of the IPO. As of July 28, 1998,
the Company had an available balance of $46 million under the credit facility.
This credit facility will be used for working capital and acquisitions. The
Company repaid from the net proceeds from the IPO a portion of the indebtedness
of the Founding Companies. The Interest Differential for 1997 of $1.6 million
has been reflected as a pro forma adjustment in the Unaudited Pro Forma Combined
Statements of Operations presented elsewhere in this Prospectus. The Company
also believes that following the Mergers, significant opportunities exist to
increase the profitability of the Founding Companies and subsequently acquired
businesses through the implementation of the Company's operating strategy,
emphasizing continued internal growth and expanding through acquisitions. It is
anticipated that the potential increase in profitability associated with the
Company's operating strategy will initially be offset by the costs related to
the Company's new corporate management and by the costs attributable to being a
public company. However, because these costs cannot be accurately quantified at
this time, they have not been considered in the pro forma financial information
included herein.
From October 1997 through March 1998, the Company sold an aggregate of
1,106,829 shares of Common Stock to management, directors and certain
consultants of the Company for $0.01 per share. As a result, the Company
recorded a nonrecurring, noncash compensation charge of $3.1 million and $4.9
million during 1997 and the first quarter of 1998, respectively, representing
the difference between the amount paid for the shares and the estimated fair
value of the shares on the date of the sale.
The Mergers were accounted for using the purchase method of accounting.
Accordingly, the excess of the fair value of the Merger consideration paid of
$47.2 million over the fair value of the net assets acquired by TransCom USA
from the Founding Companies was recorded as "goodwill." The goodwill will be
amortized over its estimated useful life of 40 years as a noncash charge to
operating income. The pro forma
23
<PAGE>
effect of this amortization expense, which is not deductible for tax purposes,
is expected to be approximately $1.2 million per year. See "Risk
Factors -- Significant Materiality of Goodwill" and "Certain
Transactions -- Organization of the Company."
Descriptions of the accounting classifications used to present the results
of operations of the Founding Companies are as follows:
REVENUES. The Founding Companies' revenues consist primarily of parts
sales (including remanufactured parts), installation and repair income. Parts
sales include the sales of parts, supplies, accessories and equipment for
commercial heavy-duty vehicles and equipment, including braking systems, axles,
wheels, rims, drive train systems, hydraulic components and engine parts.
Remanufacturing revenues are derived from the sales of brake shoes, clutches and
drive-line components which have been remanufactured by the Founding Companies.
Service revenues are derived from providing repair service to vehicles and
equipment and installing parts, supplies and equipment.
COST OF SALES. Cost of sales consists of the cost, including incoming
freight, of vehicles, parts, supplies and equipment sold and direct labor costs
incurred to provide remanufacturing and service, partially offset by
volume-related rebates received from component manufacturers.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses include the cost of personnel conducting sales,
warehousing, delivery and administrative activities (including commissions and
other forms of incentive compensation), advertising and marketing expenses,
rent, delivery expenses, repairs, utilities, maintenance costs, professional
fees, property taxes and other costs not included in cost of sales that are
directly attributable to operations.
RESULTS OF OPERATIONS -- COMBINED
The combined results of operations of the Founding Companies for the
periods presented do not represent combined results of operations presented in
accordance with generally accepted accounting principles, but are only a
summation of the revenues, cost of sales, gross profit, selling, general and
administrative expenses and income from operations of the individual Founding
Companies on a historical basis. The combined results also exclude the effect of
pro forma adjustments and, therefore, may not be indicative of the Company's
postcombination results of operations for a number of the following reasons: (i)
the Founding Companies were not under common control or management during the
periods presented, (ii) the Founding Companies used different tax structures (S
Corporations or C Corporations) during the periods presented, (iii) the Company
will incur incremental costs related to its new corporate management and the
costs of being a publicly-traded company, (iv) the Company used the purchase
method of accounting to record the Mergers, resulting in the recording and
amortization of goodwill, (v) the combined data do not include the
preacquisition results of operations of certain businesses acquired by the
Founding Companies prior to the Offering and (vi) the combined data do not
reflect the Compensation Differential, Interest Differential or potential
benefits and cost savings the Company expects to realize once Transportation
Components and the Founding Companies begin operating as a combined entity.
24
<PAGE>
The following table sets forth the historical results of operations for the
combined companies:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
FISCAL YEAR(1) MARCH 31,
---------------------------------------------------------------- --------------------
1995 1996 1997 1997
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 164,728 100.0% $ 171,273 100.0% $ 192,442 100.0% $ 46,651 100.0%
Cost of sales........................ 117,303 71.2 120,724 70.5 134,650 70.0 32,696 70.1
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit......................... 47,425 28.8 50,549 29.5 57,792 30.0 13,955 29.9
Selling, general and administrative
expenses........................... 41,277 25.1 42,650 24.9 47,108 24.4 11,168 23.9
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations............... $ 6,148 3.7% $ 7,899 4.6% $ 10,684 5.6% $ 2,787 6.0%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
1998
--------------------
Revenues............................. $ 55,893 100.0%
Cost of sales........................ 38,733 69.3
--------- ---------
Gross profit......................... 17,160 30.7
Selling, general and administrative
expenses........................... 13,029 23.3
--------- ---------
Income from operations............... $ 4,131 7.4%
========= =========
- ------------
(1) The financial data are presented on a historical basis for the Founding
Companies. The years presented are as follows: Carter -- March 29, 1996 and
March 31, 1997 and 1998, respectively; Cook Brothers and Gear &
Wheel -- June 30, 1996 and 1997 and March 31, 1998, respectively;
Universal -- June 30, 1995, 1996 and 1997; Plaza -- August 31, 1995 and 1996
and December 31, 1997, respectively; Perfection and TCC -- September 30,
1995, 1996 and 1997; and Amparts and Drive Line -- December 31, 1995, 1996
and 1997.
COMBINED RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1997
REVENUES. Combined revenues increased $9.2 million, or 19.8%, from $46.7
million in the three months ended March 31, 1997 to $55.9 million in the
corresponding period in 1998. This increase was primarily attributable to an
increase in sales by Amparts of $1.8 million, Gear & Wheel of $0.8 million,
Perfection of $2.7 million, Plaza of $0.7 million, TCC of $1.0 million and
Universal of $0.9 million. Amparts' increase of $1.8 million was primarily
attributable to increased parts sales in Mexico. Perfection's increase of $2.7
million was primarily attributable to an increase in its equipment assembly
business.
GROSS PROFIT. Combined gross profit increased $3.2 million, or 23.0%, from
$14.0 million in the three months ended March 31, 1997 to $17.2 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
increased from 29.9% in the 1997 period to 30.7% in the 1998 period. This
increase was primarily attributable to improved gross profit margins at Amparts,
Carter, Cook Brothers, Gear & Wheel, TCC and Universal.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general
and administrative expenses increased $1.8 million, or 16.7%, from $11.2 million
in the three months ended March 31, 1997 to $13.0 million in the corresponding
period in 1998. As a percentage of revenues, selling, general and administrative
expenses decreased from 23.9% in the 1997 period to 23.3% in the 1998 period.
This decrease was primarily attributable to an increase in revenues without a
commensurate increase in expenses at Amparts, Cook Brothers, Plaza, Perfection
and Universal, partially offset by an increase in selling, general and
administrative expenses of $0.5 million at Gear & Wheel as a result of a move to
a larger facility.
COMBINED RESULTS FOR 1997 COMPARED TO 1996
REVENUES. Combined revenues increased $21.1 million, or 12.4%, from $171.3
million in 1996 to $192.4 million in 1997. All of the Founding Companies
contributed to the increase in combined revenues. Amparts accounted for $7.9
million of the increase, primarily as a result of increased parts sales to
customers in South America and the continuing improvement in the Mexican
economy. In addition, Carter opened a new facility and Gear & Wheel acquired a
distribution operation in May 1997.
GROSS PROFIT. Combined gross profit increased $7.3 million, or 14.3%, from
$50.5 million in 1996 to $57.8 million in 1997. As a percentage of revenues,
gross profit increased from 29.5% in 1996 to 30.0% in 1997. This increase was
primarily attributable to improved gross profit margins at Amparts, Carter, TCC,
Gear & Wheel, Cook Brothers, Perfection and Plaza.
25
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general
and administrative expenses increased $4.4 million, or 10.5%, from $42.7 million
in 1996 to $47.1 million in 1997. As a percentage of revenues, selling, general
and administrative expenses decreased from 24.9% in 1996 to 24.4% in 1997. This
decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses at TCC,
Amparts, Cook Brothers and Universal, partially offset by an increase in
selling, general and administrative expenses as a percentage of revenues at
Carter, Perfection, Plaza, Gear & Wheel and Drive Line.
COMBINED RESULTS FOR 1996 COMPARED TO 1995
REVENUES. Combined revenues increased $6.6 million, or 4.0%, from $164.7
million in 1995 to $171.3 million in 1996. This increase was primarily
attributable to an increase in parts sales at Amparts of $4.3 million,
Perfection of $2.3 million and TCC of $1.7 million, partially offset by a
decrease in parts sales at Cook Brothers of $1.1 million and Drive Line of $1.0
million. Amparts' increase of $4.3 million was primarily a result of its
increased sales in Mexico.
GROSS PROFIT. Combined gross profit increased $3.1 million, or 6.6%, from
$47.4 million in 1995 to $50.5 million in 1996. As a percentage of revenues,
gross profit increased from 28.8% in 1995 to 29.5% in 1996. This increase was
primarily attributable to improved gross profit margins at Carter, Cook, Drive
Line Gear & Wheel, Plaza, TCC and Universal.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Combined selling, general
and administrative expenses increased $1.4 million, or 3.3%, from $41.3 million
in 1995 to $42.7 million in 1996. As a percentage of revenues, selling, general
and administrative expenses decreased from 25.1% in 1995 to 24.9% in 1996. This
decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses at Carter
and Perfection, partially offset by an increase in selling, general and
administrative expenses as a percentage of revenues at TCC, Cook, Drive Line,
Gear & Wheel, Plaza and Universal.
COMBINED LIQUIDITY AND CAPITAL RESOURCES
On a combined basis, the Founding Companies used $1.9 million of net cash
from operating activities for the three months ended March 31, 1998. Net cash
used in investing activities was $2.2 million, representing $0.8 million to
purchase property and equipment and $1.7 million to acquire three parts
distribution operations, offset by $0.3 million in proceeds from the sale of
property and equipment. Net cash provided by financing activities was $4.4
million, representing additional borrowings of debt. As of March 31, 1998, the
Founding Companies had working capital of $26.0 million and total debt of $42.6
million.
On a combined basis, the Founding Companies generated $1.9 million of net
cash from operating activities during 1997. Net cash used in investing
activities was $3.8 million, primarily to purchase property and equipment. Net
cash provided by financing activities totaled $1.6 million and was comprised of
additional borrowings of debt totaling $3.3 million offset by S Corporation
shareholder distributions totaling $1.5 million. As of December 31, 1997, the
Founding Companies had working capital of $31.0 million and total debt of $37.6
million.
The Company intends to pursue an aggressive acquisition program. The
Company expects to fund future acquisitions through the issuance of additional
Common Stock, borrowings under the proposed credit facility discussed below and
cash flow from operations. The Company anticipates that its cash flow from
operations will provide cash in excess of its working capital and debt service
requirements and planned capital expenditures for the foreseeable future.
The Company has obtained a credit facility of $75.0 million from the Bank.
The credit facility will be used to fund acquisitions and working capital
requirements. The credit facility is subject to various loan covenants
including: (i) maintenance of certain financial ratios regarding total debt to
cash flow, fixed charge coverage and consolidated net worth, (ii) restrictions
on additional indebtedness and (iii) restrictions on liens, guarantees, advances
and dividends. The credit facility is subject to customary drawing conditions.
26
<PAGE>
On June 24, 1998, the Company consummated its initial public offering of
its common stock and simultaneously consummated the Mergers of the nine Founding
Companies. Shares issued in connection with the initial public offering were
sold to the public at $8.00 per share. The net proceeds to the Company from the
initial public offering (after deducting underwriting discounts, commissions and
estimated offering expenses) and amounts available under the credit facility
were used to pay approximately $15.7 million as the cash portion of the purchase
price and to repay approximately $22.1 million of debt assumed in the Mergers.
CARTER -- RESULTS OF OPERATIONS
Carter, headquartered in Placentia, California, was founded in 1929 and
serves customers principally in California, Hawaii, Nevada and Arizona. Carter
primarily distributes commercial vehicle parts and, to a lesser extent, auto
parts.
The following table sets forth the historical results of operations for
Carter:
<TABLE>
<CAPTION>
YEAR ENDED
----------------------------------------------------------------
MARCH 29, 1996 MARCH 31, 1997 MARCH 31, 1998
-------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Revenues................................ $ 35,824 100.0% $ 35,437 100.0% $ 37,982 100.0%
Cost of sales........................... 24,463 68.3 24,049 67.9 25,633 67.5
--------- --------- --------- --------- --------- ---------
Gross profit............................ 11,361 31.7 11,388 32.1 12,349 32.5
Selling, general and administrative
expenses.............................. 10,710 29.9 10,378 29.3 11,261 29.6
--------- --------- --------- --------- --------- ---------
Income from operations.................. $ 651 1.8% $ 1,010 2.8% $ 1,088 2.9%
========= ========= ========= ========= ========= =========
</TABLE>
CARTER RESULTS FOR THE YEAR ENDED MARCH 31, 1998 COMPARED TO THE YEAR ENDED
MARCH 31, 1997
REVENUES. Revenues increased $2.6 million, or 7.2%, from $35.4 million in
1997 to $38.0 million in 1998. This increase was primarily attributable to $1.5
million of revenues generated from a new facility in Rialto, California which
was opened in May 1997 and a $0.8 million increase in part sales in Hawaii.
GROSS PROFIT. Gross profit increased $0.9 million, or 8.4%, from $11.4
million in 1997 to $12.3 million in 1998. As a percentage of revenues, gross
profit increased from 32.1% in 1997 to 32.5% in 1998. This increase was
primarily attributable to an inventory charge taken in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.9 million, or 8.5%, from $10.4 million in
1997 to $11.3 million in 1998. As a percentage of revenues, selling, general and
administrative expenses increased from 29.3% in 1997 to 29.6% in 1998. This
increase was primarily attributable to a $0.3 million increase in owners'
compensation, a $0.3 million increase in expenses from the new facility in
Rialto, California and a $0.2 million increase in wages and personnel expenses.
CARTER RESULTS FOR THE YEAR ENDED MARCH 31, 1997 COMPARED TO THE YEAR ENDED
MARCH 29, 1996
REVENUES. Revenues decreased $0.4 million, or 1.1%, from $35.8 million in
1996 to $35.4 million in 1997. This decrease was primarily attributable to
decreased parts sales in California.
GROSS PROFIT. Gross profit was $11.4 million in 1996 and in 1997. As a
percentage of revenues, gross profit increased from 31.7% in 1996 to 32.1% in
1997. This increase was primarily attributable to lower purchasing costs and
increased sales of higher margin products.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased $0.3 million, or 3.1%, from $10.7 million in
1996 to $10.4 million in 1997. As a percentage of revenues, selling, general and
administrative expenses decreased from 29.9% in 1996 to 29.3% in 1997. This
decrease was attributable to reduced professional fees of $0.1 million, salaries
of $0.1 million, bad debts of $0.1 million and lease expense of $0.1 million.
27
<PAGE>
CARTER LIQUIDITY AND CAPITAL RESOURCES
Carter used $0.4 million of net cash from operating activities for the year
ended March 31, 1998. Net cash used in investing activities was $0.2 million,
primarily to purchase property and equipment. Net cash provided by financing
activities was $0.4 million, primarily representing additional borrowings of
debt. As of March 31, 1998, Carter had working capital of $4.9 million and total
debt of $6.1 million.
TCC -- RESULTS OF OPERATIONS
TCC, headquartered in St. Paul, Minnesota, was founded in 1946 and serves
customers principally in Wisconsin, Minnesota, North Dakota, South Dakota and
Iowa. TCC primarily distributes commercial vehicle parts and also performs
installation and maintenance services and relines brake shoes.
The following table sets forth the historical results of operations for
TCC:
<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED SEPTEMBER 30, MARCH 31,
---------------------------------------------------------------- --------------------
1995 1996 1997 1997
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 28,147 100.0% $ 29,876 100.0% $ 32,274 100.0% $ 15,871 100.0%
Cost of sales........................ 20,460 72.7 21,677 72.6 23,331 72.3 11,577 72.9
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit......................... 7,687 27.3 8,199 27.4 8,943 27.7 4,294 27.1
Selling, general and administrative
expenses........................... 6,994 24.8 7,560 25.3 7,746 24.0 3,565 22.5
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations............... $ 693 2.5% $ 639 2.1% $ 1,197 3.7% $ 729 4.6%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
1998
--------------------
Revenues............................. $ 17,645 100.0%
Cost of sales........................ 12,552 71.1
--------- ---------
Gross profit......................... 5,093 28.9
Selling, general and administrative
expenses........................... 4,108 23.3
--------- ---------
Income from operations............... $ 985 5.6%
========= =========
TCC RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 1998 COMPARED TO THE SIX MONTHS
ENDED MARCH 31, 1997
REVENUES. Revenues increased $1.7 million, or 11.2%, from $15.9 million in
the six months ended March 31, 1997 to $17.6 million in the corresponding period
in 1998. This increase was primarily attributable to a $0.4 million increase in
sales generated by a parts distribution and service center acquired in January
1998 and an increase in part sales to specialty OEMs.
GROSS PROFIT. Gross profit increased $0.8 million, or 18.6%, from $4.3
million in the six months ended March 31, 1997 to $5.1 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
increased from 27.1% in the 1997 period to 28.9% in the 1998 period. This
increase was primarily attributable to an increase in purchase rebates
negotiated with vendors.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.5 million, or 15.2%, from $3.6 million in
the six months ended March 31, 1997 to $4.1 million in the corresponding period
in 1998. As a percentage of revenues, selling, general and administrative
expenses increased from 22.5% in the 1997 period to 23.3% in the 1998 period.
This increase was primarily attributable to a $0.2 million increase in sales
commissions and expenses, a $0.1 million increase in salaries for warehouse
employees as a result of increased personnel needed to service increased sales
volume, and a $0.1 million increase attributable to the parts distribution and
service center acquired in January 1998.
TCC RESULTS FOR THE YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO THE YEAR ENDED
SEPTEMBER 30, 1996
REVENUES. Revenues increased $2.4 million, or 8.0%, from $29.9 million in
1996 to $32.3 million in 1997. This increase was primarily attributable to
increased parts sales to specialty OEMs.
GROSS PROFIT. Gross profit increased $0.7 million, or 9.1%, from $8.2
million in 1996 to $8.9 million in 1997. As a percentage of revenues, gross
profit remained relatively unchanged between the corresponding periods.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.2 million, or 2.5%, from $7.6 million in
1996 to $7.8 million in 1997. As a percentage of revenues, selling, general and
administrative expenses decreased from 25.3% in 1996 to 24.0% in 1997. This
decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses.
28
<PAGE>
TCC RESULTS FOR THE YEAR ENDED SEPTEMBER 30, 1996 COMPARED TO THE YEAR ENDED
SEPTEMBER 30, 1995
REVENUES. Revenues increased $1.8 million, or 6.1%, from $28.1 million in
1995 to $29.9 million in 1996. This increase was primarily attributable to
increased parts sales to specialty OEMs.
GROSS PROFIT. Gross profit increased $0.5 million, or 6.7%, from $7.7
million in 1995 to $8.2 million in 1996. As a percentage of revenues, gross
profit remained relatively unchanged between the corresponding periods.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.6 million, or 8.1%, from $7.0 million in
1995 to $7.6 million in 1996. As a percentage of revenues, selling, general and
administrative expenses increased from 24.8% in 1995 to 25.3% in 1996. This
increase was primarily attributable to a $0.2 million increase in wages, a $0.2
million increase in advertising and a $0.2 million asset write-off in 1996
related to the discontinuation of a product line.
TCC LIQUIDITY AND CAPITAL RESOURCES
TCC used $0.2 million of net cash from operating activities for the six
months ended March 31, 1998. Net cash used by investing activities was $0.5
million, primarily to acquire a parts distribution and service center in January
1998. Net cash provided by financing activities was $0.2 million, representing
$0.3 million in additional borrowings of debt, partially offset by $0.1 million
in distributions to shareholders. As of March 31, 1998, TCC had working capital
of $2.6 million and total debt of $2.6 million.
TCC generated $0.7 million of net cash from operating activities for the
year ended September 30, 1997. Net cash used in investing activities was $0.3
million, primarily to purchase property and equipment. Net cash used by
financing activities was $0.3 million, representing $0.2 million in the payment
of long-term debt and $0.1 million in distributions to shareholders. As of
September 30, 1997, TCC had working capital of $2.2 million and total debt of
$2.3 million.
GEAR & WHEEL -- RESULTS OF OPERATIONS
Gear & Wheel, headquartered in Orlando, Florida, was founded in 1981 and
serves customers principally in Florida. Gear & Wheel primarily distributes
commercial vehicle parts and also remanufactures brakes, clutches, drive train
components and turbochargers.
The following table sets forth the historical results of operations for
Gear & Wheel:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, NINE MONTHS ENDED MARCH 31,
------------------------------------------ ------------------------------------------
1996 1997 1997 1998
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................................ $ 20,710 100.0% $ 21,475 100.0% $ 15,672 100.0% $ 17,924 100.0%
Cost of sales........................... 14,299 69.0 14,644 68.2 11,024 70.3 12,388 69.1
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit............................ 6,411 31.0 6,831 31.8 4,648 29.7 5,536 30.9
Selling, general and administrative
expenses.............................. 5,201 25.2 5,471 25.5 3,508 22.4 4,752 26.5
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations.................. $ 1,210 5.8% $ 1,360 6.3% $ 1,140 7.3% $ 784 4.4%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
GEAR & WHEEL RESULTS FOR THE NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE
NINE MONTHS ENDED
MARCH 31, 1997.
REVENUES. Revenues increased $2.2 million, or 14.4%, from $15.7 million in
the nine months ended March 31, 1997 to $17.9 million in the corresponding
period in 1998. This increase was primarily attributable to the acquisition of a
distribution operation in Daytona, Florida in May 1997 and an increase in sales
at the Tallahassee, Florida location which was opened in mid-1996.
GROSS PROFIT. Gross profit increased $0.9 million, or 19.1%, from $4.6
million in the nine months ended March 31, 1997 to $5.5 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
increased from 29.7% in the 1997 period to 30.9% in the 1998 period. This
increase was primarily attributable to increased sales of truck accessories and
paint that produce slightly higher margins.
29
<PAGE>
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $1.3 million, or 35.5%, from $3.5 million in
the nine months ended March 31, 1997 to $4.8 million in the corresponding period
in 1998. As a percentage of revenues, selling, general and administrative
expenses increased from 22.4% in the 1997 period to 26.5% in the 1998 period.
This increase was primarily attributable to a $0.5 million increase in wages as
a result of increased personnel needed to service increased sales volume, a $0.5
million increase in expenses as a result of relocation to a new facility and a
$0.2 million increase in occupancy costs as a result of opening the new
facility.
GEAR & WHEEL RESULTS FOR THE YEAR ENDED JUNE 30, 1997 COMPARED TO THE YEAR ENDED
JUNE 30, 1996
REVENUES. Revenues increased $0.8 million, or 3.7%, from $20.7 million in
1996 to $21.5 million in 1997. This increase was primarily attributable to the
opening of a parts distribution center in Tallahassee, Florida.
GROSS PROFIT. Gross profit increased $0.4 million, or 6.6%, from $6.4
million in 1996 to $6.8 million in 1997. As a percentage of revenues, gross
profit increased from 31.0% in 1996 to 31.8% in 1997. This increase was
primarily attributable to an increase in volume discounts.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.3 million, or 5.2%, from $5.2 million in
1996 to $5.5 million in 1997. As a percentage of revenues, selling, general and
administrative expenses increased from 25.2% in 1996 to 25.5% in 1997. This
increase was primarily attributable to an increase in expenses associated with
opening a new location in Tallahassee, Florida.
GEAR & WHEEL LIQUIDITY AND CAPITAL RESOURCES
Gear & Wheel used $0.3 million of net cash from operating activities for
the nine months ended March 31, 1998. Net cash used in investing activities was
$0.5 million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.5 million, primarily representing additional
borrowings of debt. As of March 31, 1998, Gear & Wheel had working capital of
$5.6 million and debt of $3.7 million.
Gear & Wheel generated $0.3 million of net cash from operating activities
for the year ended June 30, 1997. Net cash used in investing activities was $0.2
million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.2 million, representing additional borrowings of
debt totaling $0.3 million offset by $0.1 million in distributions to
shareholders. As of June 30, 1997, Gear & Wheel had working capital of $5.5
million and debt of $3.2 million.
AMPARTS -- RESULTS OF OPERATIONS
Amparts International, Inc., headquartered in Laredo, Texas, was founded in
1990 and, together with its affiliates, Amparts, Inc., and Proveedor Mayorista
al Refaccionario S.A. de C.V., serves customers principally in Mexico and
countries in South and Central America, Southeast Asia and the Pacific Rim from
its locations in Washington, Texas and Florida. Amparts primarily exports
commercial vehicle parts.
The following table sets forth the historical results of operations for
Amparts:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
---------------------------------------------------------------- --------------------
1995 1996 1997 1997
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 10,528 100.0% $ 14,806 100.0% $ 22,687 100.0% $ 4,707 100.0%
Cost of sales........................ 7,709 73.2 11,278 76.2 17,240 76.0 3,545 75.3
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit......................... 2,819 26.8 3,528 23.8 5,447 24.0 1,162 24.7
Selling, general and administrative
expenses........................... 1,779 16.9 2,326 15.7 2,857 12.6 675 14.4
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations............... $ 1,040 9.9% $ 1,202 8.1% $ 2,590 11.4% $ 487 10.3%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
1998
--------------------
Revenues............................. $ 6,489 100.0%
Cost of sales........................ 4,768 73.5
--------- ---------
Gross profit......................... 1,721 26.5
Selling, general and administrative
expenses........................... 889 13.7
--------- ---------
Income from operations............... $ 832 12.8%
========= =========
30
<PAGE>
AMPARTS RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1997
REVENUES. Revenues increased $1.8 million, or 37.9%, from $4.7 million in
the three months ended March 31, 1997 to $6.5 million in the corresponding
period in 1998. This increase was primarily attributable to increased parts
sales to customers located in Mexico as a result of the continuing improvement
in the Mexican economy and the opening of two new facilities in Mexico.
GROSS PROFIT. Gross profit increased $0.5 million, or 48.1%, from $1.2
million in the three months ended March 31, 1997 to $1.7 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
increased from 24.7% in the 1997 period to 26.5% in the 1998 period. This
increase was primarily attributable to increased sales to customers in Mexico
who paid purchase prices resulting in higher profit margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.2 million, or 31.7%, from $0.7 million in
the three months ended March 31, 1997 to $0.9 million in the corresponding
period in 1998. As a percentage of revenues, selling, general and administrative
expenses decreased from 14.4% in the 1997 period to 13.7% in the 1998 period.
This decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses.
AMPARTS RESULTS FOR THE YEAR ENDED DECEMBER 31, 1997 COMPARED TO THE YEAR ENDED
DECEMBER 31, 1996
REVENUES. Revenues increased $7.9 million, or 53.2%, from $14.8 million in
1996 to $22.7 million in 1997. This increase was primarily attributable to
increased parts sales to customers located in South America and the continuing
improvement in the Mexican economy.
GROSS PROFIT. Gross profit increased $1.9 million, or 54.4%, from $3.5
million in 1996 to $5.4 million in 1997. As a percentage of revenues, gross
profit increased from 23.8% in 1996 to 24.0% in 1997. This increase is primarily
attributable to increased sales to customers located in Mexico which
historically have relatively higher gross profit margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.6 million, or 22.8%, from $2.3 million in
1996 to $2.9 million in 1997. As a percentage of revenues, selling, general and
administrative expenses decreased from 15.7% in 1996 to 12.6% in 1997. This
decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses.
AMPARTS RESULTS FOR THE YEAR ENDED DECEMBER 31, 1996 COMPARED TO THE YEAR ENDED
DECEMBER 31, 1995
REVENUES. Revenues increased $4.3 million, or 40.6%, from $10.5 million in
1995 to $14.8 million in 1996. This increase was primarily the result of the
improved economy in Mexico. In December 1994 and early 1995, the Mexican peso
suffered significant devaluations, which caused a dramatic slowdown in sales of
imported parts in Mexico during 1995.
GROSS PROFIT. Gross profit increased $0.7 million, or 25.2%, from $2.8
million in 1995 to $3.5 million in 1996. As a percentage of revenues, gross
profit decreased from 26.8% in 1995 to 23.8% in 1996. This decrease was
primarily attributable to sales of products during 1995 with higher margins and
management's efforts to compensate for the risk associated with exchange rate
fluctuations occurring in Mexico during 1995.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.5 million, or 30.7%, from $1.8 million in
1995 to $2.3 million in 1996. As a percentage of revenues, selling, general and
administrative expenses decreased from 16.9% in 1995 to 15.7% in 1996. This
decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses.
31
<PAGE>
AMPARTS LIQUIDITY AND CAPITAL RESOURCES
Amparts provided $0.4 million of net cash from operating activities for the
three months ended March 31, 1998. Net cash used by financing activities was
$0.2 million, representing $0.4 million in payment of dividends, partially
offset by $0.2 million in additional borrowings of debt. As of March 31, 1998,
Amparts had working capital of $3.2 million and total debt of $1.8 million.
Amparts used $0.3 million of net cash from operating activities for the
year ended December 31, 1997. Net cash used in investing activities was $0.3
million, primarily to purchase property and equipment. Net cash used in
financing activities was $0.4 million, representing $0.3 million in payment of
dividends, partially offset by $0.1 million in additional borrowings of debt. As
of December 31, 1997, Amparts had working capital of $3.0 million and total debt
of $1.6 million.
COOK BROTHERS -- RESULTS OF OPERATIONS
Cook Brothers, headquartered in Binghamton, New York, was founded in 1918
and serves customers principally in New York and Pennsylvania. Cook Brothers
primarily distributes commercial vehicle parts and sells Mack trucks.
The following table sets forth the historical results of operations for
Cook Brothers:
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, NINE MONTHS ENDED MARCH 31,
------------------------------------------ ------------------------------------------
1996 1997 1997 1998
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 22,327 100.0% $ 21,204 100.0% $ 16,357 100.0% $ 18,391 100.0%
Cost of sales........................ 15,885 71.1 14,473 68.3 11,504 70.3 12,517 68.1
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit......................... 6,442 28.9 6,731 31.7 4,853 29.7 5,874 31.9
Selling, general and administrative
expenses........................... 5,454 24.5 5,449 25.7 4,122 25.2 4,294 23.3
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations............... $ 988 4.4% $ 1,282 6.0% $ 731 4.5% $ 1,580 8.6%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
COOK BROTHERS RESULTS FOR THE NINE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE
NINE MONTHS ENDED MARCH 31, 1997
REVENUES. Revenues increased $2.0 million, or 12.4%, from $16.4 million in
the nine months ended March 31, 1997 to $18.4 million in the corresponding
period in 1998. This increase was primarily attributable to a $1.1 million
increase in sales at recently acquired facilities in Scranton, Pennsylvania and
Wilkes Barre, Pennsylvania.
GROSS PROFIT. Gross profit increased $1.0 million, or 21.0%, from $4.9
million in the nine months ended March 31, 1997 to $5.9 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
increased from 29.7% in the 1997 period to 31.9% in the 1998 period. This
increase was primarily attributable to an increase in higher margin service
revenues at the recently acquired facilities.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.2 million, or 4.2%, from $4.1 million in
the nine months ended March 31, 1997 to $4.3 million in the corresponding period
in 1998. As a percentage of revenues, selling, general and administrative
expenses decreased from 25.2% in the 1997 period to 23.3% in the 1998 period.
This decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses.
COOK BROTHERS RESULTS FOR THE YEAR ENDED JUNE 30, 1997 COMPARED TO THE YEAR
ENDED JUNE 30, 1996
REVENUES. Revenues decreased $1.1 million, or 5.0%, from $22.3 million in
1996 to $21.2 million in 1997. This decrease was primarily attributable to
several large truck sales made in 1996 that were not repeated in 1997.
GROSS PROFIT. Gross profit increased $0.3 million, or 4.5%, from $6.4
million in 1996 to $6.7 million in 1997. As a percentage of revenues, gross
profit increased from 28.9% in 1996 to 31.7% in 1997. This
32
<PAGE>
increase was primarily attributable to higher vendor rebates for parts combined
with a decline in lower-margin truck sales.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses remained relatively unchanged between the corresponding
periods. As a percentage of revenues, selling, general and administrative
expenses increased from 24.5% in 1996 to 25.7% in 1997. This increase was
primarily attributable to a decrease in revenues from truck sales without a
commensurate decrease in selling, general and administrative expenses related to
truck sales.
COOK BROTHERS LIQUIDITY AND CAPITAL RESOURCES
Cook Brothers used $1.2 million of net cash from operating activities for
the nine months ended March 31, 1998. Net cash used in investing activities was
$1.9 million primarily to purchase $1.0 million of property and equipment and to
acquire additional facilities in Scranton, Pennsylvania and Wilkes Barre,
Pennsylvania for $1.2 million. Net cash provided by financing activities was
$3.8 million, primarily representing additional borrowings of debt. As of March
31, 1998, Cook Brothers had working capital of $2.3 million and total debt of
$16.8 million.
Cook Brothers generated $0.7 million net cash from operating activities for
the year ended June 30, 1997. Net cash used in investing activities was $0.7
million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.1 million, primarily representing proceeds from
debt. As of June 30, 1997, Cook Brothers had working capital of $8.7 million and
debt of $13.0 million.
PLAZA FLEET PARTS -- RESULTS OF OPERATIONS
Plaza, headquartered in St. Louis, Missouri, was founded in 1946 and serves
customers principally in Missouri, Illinois, Colorado and Tennessee. Plaza
primarily distributes commercial vehicle parts and also performs installation
and maintenance services and relines brake shoes.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------------
1997 1998
-------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Revenues............................. $ 5,163 100.0% $ 5,829 100.0%
Cost of sales........................ 3,413 66.1 3,887 66.7
--------- --------- --------- ---------
Gross profit......................... 1,750 33.9 1,942 33.3
Selling, general and administrative
expenses........................... 1,405 27.2 1,521 26.1
--------- --------- --------- ---------
Income from operations............... $ 345 6.7% $ 421 7.2%
========= ========= ========= =========
</TABLE>
PLAZA RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1997
REVENUES. Revenues increased $0.6 million, or 12.9%, from $5.2 million in
the three months ended March 31, 1997 to $5.8 million in the corresponding
period in 1998. This increase was primarily attributable to $0.3 million of
sales from a parts distribution center acquired in February 1998.
GROSS PROFIT. Gross profit increased $0.2 million, or 11.0%, from $1.7
million in the three months ended March 31, 1997 to $1.9 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
decreased from 33.9% in the 1997 period to 33.3% in the 1998 period. This
decrease was primarily attributable to lower gross profits on revenues generated
from the parts distribution center acquired in February 1998.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.1 million, or 8.3%, from $1.4 million in
the three months ended March 31, 1997 to $1.5 million in the corresponding
period in 1998. As a percentage of revenues, selling, general and administrative
expenses decreased from 27.2% in the 1997 period to 26.1% in the 1998 period.
This decrease was primarily attributable to an increase in revenues without a
commensurate increase in selling, general and administrative expenses.
33
<PAGE>
PLAZA LIQUIDITY AND CAPITAL RESOURCES
Plaza generated $ 0.3 million of net cash from operating activities for the
three months ended March 31, 1998. Net cash used in investing activities was
$0.5 million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.2 million, representing additional borrowings of
debt. As of March 31, 1998, Plaza had working capital of $2.7 million and total
debt of $2.6 million.
Plaza generated $0.3 million of net cash from operating activities for the
year ended December 31, 1997. Net cash used in investing activities was $0.3
million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.2 million, representing net changes in the line of
credit and long-term debt. As of December 31, 1997, Plaza had working capital of
$2.7 million and total debt of $2.5 million.
PERFECTION -- RESULTS OF OPERATIONS
Perfection, headquartered in Oklahoma City, Oklahoma, was founded in 1946
and serves customers principally in Oklahoma. Perfection primarily distributes
commercial vehicle parts and assembles specialty commercial vehicle equipment
and also performs installation and maintenance services.
The following table sets forth the historical results of operations for
Perfection:
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30, SIX MONTHS ENDED MARCH 31,
------------------------------------------ ------------------------------------------
1996 1997 1997 1998
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues................................ $ 11,346 100.0% $ 11,925 100.0% $ 5,237 100.0% $ 10,627 100.0%
Cost of sales........................... 8,788 77.5 9,210 77.2 4,013 76.6 8,231 77.5
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit............................ 2,558 22.5 2,715 22.8 1,224 23.4 2,396 22.5
Selling, general and administrative
expenses.............................. 1,992 17.5 2,276 19.1 980 18.7 1,381 12.9
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations.................. $ 566 5.0% $ 439 3.7% $ 244 4.7% $ 1,015 9.6%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
PERFECTION RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 1998 COMPARED TO THE SIX
MONTHS ENDED MARCH 31, 1997
REVENUES. Revenues increased $5.4 million, or 102.9%, from $5.2 million in
the six months ended March 31, 1997 to $10.6 million in the corresponding period
in 1998. This increase was primarily attributable to a $4.8 million increase in
revenues associated with its equipment assembly business, $4.3 million of which
related to purchase orders with two oilfield service companies. In addition,
Perfection generated increased parts sales, including the sale of parts to a
major oilfield service company.
GROSS PROFIT. Gross profit increased $1.2 million, or 95.8%, from $1.2
million in the six months ended March 31, 1997 to $2.4 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
decreased from 23.4% in the 1997 period to 22.5% in the 1998 period. This
decrease in the gross profit margin was primarily attributable to a change in
revenue mix toward the equipment assembly business in which Perfection typically
experiences lower margins in the early stages of the contract.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.4 million, or 40.9%, from $1.0 million in
the six months ended March 31, 1997 to $1.4 million in the corresponding period
in 1998. As a percentage of revenues, selling, general and administrative
expenses decreased from 18.7% in the 1997 period to 12.9% in the 1998 period.
This decrease was primarily attributable to a revenue increase without a
commensurate increase in selling, general and administrative expenses.
PERFECTION RESULTS FOR THE YEAR ENDED SEPTEMBER 30, 1997 COMPARED TO THE YEAR
ENDED SEPTEMBER 30, 1996
REVENUES. Revenues increased $0.6 million, or 5.1%, from $11.3 million in
1996 to $11.9 million in 1997. This increase was primarily attributable to an
increase in the equipment assembly business.
34
<PAGE>
GROSS PROFIT. Gross profit increased $0.1 million, or 6.1%, from $2.6
million in 1996 to $2.7 million in 1997. As a percentage of revenues, gross
profit increased from 22.5% in 1996 to 22.8% in 1997. This increase was
primarily attributable to $1.3 million of lower margin direct shipment equipment
sales in 1996 that was not repeated in 1997.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.3 million, or 14.3%, from $2.0 million in
1996 to $2.3 million in 1997. As a percentage of revenues, selling, general and
administrative expenses increased from 17.5% in 1996 to 19.1% in 1997. This
increase was primarily attributable to an increase in owners' compensation and
employee salaries and wages.
PERFECTION LIQUIDITY AND CAPITAL RESOURCES
Perfection used $0.8 million of net cash from operating activities for the
six months ended March 31, 1998. Net cash used in investing activities was $0.1
million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.9 million, primarily representing additional
borrowings of debt. As of March 31, 1998, Perfection had working capital of $3.1
million and total debt of $3.6 million.
Perfection generated $0.2 million of net cash from operating activities for
the year ended September 30, 1997. Net cash used in financing activities was
$0.2 million, representing primarily the purchase of treasury stock. As of
September 30, 1997, Perfection had working capital of $1.3 million and total
debt of $2.8 million.
DRIVE LINE -- RESULTS OF OPERATIONS
Drive Line, headquartered in Sunrise, Florida, was founded in 1988 and
serves customers nationally from its facility in Florida. Drive Line primarily
distributes commercial vehicle parts to OEMs and other end-users and military
vehicle parts to the United States military.
The following table sets forth the selected historical results of
operations for Drive Line:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------ ------------------------------------------
1996 1997 1997 1998
-------------------- -------------------- -------------------- --------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 4,227 100.0% $ 5,997 100.0% $ 1,745 100.0% $ 1,719 100.0%
Cost of sales........................ 2,290 54.2 3,385 56.4 958 54.9 1,205 70.1
--------- --------- --------- --------- --------- --------- --------- ---------
Gross profit......................... 1,937 45.8 2,612 43.6 787 45.1 514 29.9
Selling, general and administrative
expenses........................... 1,008 23.8 1,530 25.6 376 21.6 486 28.3
--------- --------- --------- --------- --------- --------- --------- ---------
Income from operations............... $ 929 22.0% $ 1,082 18.0% $ 411 23.5% $ 28 1.6%
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>
DRIVE LINE RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1997
REVENUES. Revenues remained relatively unchanged at $1.7 million in the
three months ended March 31, 1997 compared to the corresponding period in 1998.
Revenues from the sale of parts purchased from component manufacturers increased
while sales of surplus parts purchased from other sources decreased.
GROSS PROFIT. Gross profit decreased $0.3 million, or 34.6%, from $0.8
million in the three months ended March 31, 1997 to $0.5 million in the
corresponding period in 1998. As a percentage of revenues, gross profit
decreased from 45.1% in the 1997 period to 29.9% in the 1998 period. This
decrease was primarily attributable to the decline in sales of surplus parts
that typically have higher margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.1 million, or 29.2%, from $0.4 million in
the three months ended March 31, 1997 to $0.5 million in the corresponding
period in 1998. As a percentage of revenues, selling, general and administrative
expenses increased from 21.6% in the 1997 period to 28.3% in the 1998 period.
This increase was primarily attributable to an increase in owners' compensation.
35
<PAGE>
DRIVE LINE RESULTS FOR THE YEAR ENDED DECEMBER 31, 1997 COMPARED TO THE YEAR
ENDED DECEMBER 31, 1996
REVENUES. Revenues increased $1.8 million, or 41.9%, from $4.2 million in
1996 to $6.0 million in 1997. This increase was primarily attributable to a $1.3
million increase in sales of parts from one of its primary vendors.
GROSS PROFIT. Gross profit increased $0.7 million, or 34.8%, from $1.9
million in 1996 to $2.6 million in 1997. As a percentage of revenues, gross
profit decreased from 45.8% in 1996 to 43.6% in 1997. This decrease was
primarily attributable to a $1.3 million increase in sales of one product line
which has a relatively lower gross profit margin.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $0.5 million, or 51.8%, from $1.0 million in
1996 to $1.5 million in 1997. As a percentage of revenues, selling, general and
administrative expenses increased from 23.8% in 1996 to 25.6% in 1997. This
increase was primarily attributable to salaries for additional employees to
support the Company's growth and an increase in owner's compensation.
DRIVE LINE LIQUIDITY AND CAPITAL RESOURCES
Drive Line used $0.2 million of net cash from operating activities for the
three months ended March 31, 1998. Net cash used in investing activities was
$0.2 million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.4 million, primarily representing borrowings on
debt. As of March 31, 1998, Drive Line had working capital of $0.1 million and
total debt of $4.1 million.
Drive Line generated $0.9 million of net cash in operating activities for
the year ended December 31, 1997. Net cash used in investing activities was $1.2
million, primarily to purchase property and equipment. Net cash provided by
financing activities was $0.2 million, which represents proceeds from long-term
debt, net of repayments, of $1.2 million less distributions to shareholders in
the amount of $1.0 million. As of December 31, 1997, Drive Line had working
capital of $0.3 million and total debt of $3.7 million.
FOREIGN CURRENCY RATE FLUCTUATIONS
For the years ended December 31, 1995, 1996 and 1997, 3.6%, 6.6% and 8.3%,
respectively, of the Company's combined revenues were billed and collected in a
foreign currency. Substantially all of the expenses of operating the Company's
foreign subsidiary are incurred in a foreign currency. Consequently, the
Company's reported financial results are affected by fluctuations of foreign
currencies against the U.S. dollar. The Company periodically performs foreign
currency hedging to reduce its foreign currency transaction exposures. For the
years ended December 31, 1995, 1996 and 1997, currency rate fluctuations did not
have a material effect on the Company's financial position, results of
operations or cash flows.
SEASONALITY
The Company's business is seasonal in nature with revenues historically
running higher in the first quarter of each year than in the Company's fourth
quarter. However, in 1997 the Company's fourth quarter sales were approximately
9% higher than first quarter sales.
36
<PAGE>
BUSINESS
TransCom USA was founded in 1997 to become a leading national, value-added
independent distributor of replacement parts and supplies for Class III through
Class VIII commercial trucks, trailers and other types of specialized heavy duty
vehicles and equipment. Class III through Class VIII trucks range in size from
one-ton commercial vehicles to tractor-trailer combinations, and represent a $22
billion annual market for parts and repairs. Specialized heavy duty vehicles and
equipment include bulldozers, fork lifts, agricultural vehicles, airport
vehicles, government-operated vehicles and marine applications and represent a
significant additional market for parts and repairs. The Company believes that
this industry, which is generally referred to as the "heavy duty parts and
repair industry," includes approximately 14,100 participants in the United
States, consisting of 11,500 independent parts distributors and repair shops and
2,600 OEM-authorized dealerships. The Company intends to pursue aggressively the
consolidation of this highly-fragmented industry by combining a geographically
dispersed group of independent distributors offering a broad selection of
products and complementary services to a wide range of customers. Upon
consummation of the IPO, Transportation Components acquired the nine Founding
Companies, which have been in business an average of 40 years and had 1997 pro
forma revenues of $208 million.
The Company purchases heavy duty parts from component manufacturers,
inventories these parts in over 60 facilities across the United States and
Mexico and distributes them to over 18,000 customers. The Company also exports
heavy duty parts to customers located in countries in South and Central America,
Southeast Asia and the Pacific Rim. The Company's customers include regional and
national private fleets operated by businesses such as Dowell Schlumberger
Corporation, Browning-Ferris Industries, Inc., and Waste Management, Inc. and
common carrier and rental fleets, including United Parcel Service of America,
Inc., Roadway Package System, Inc. and U-Haul International, Inc. The Company
also distributes parts to independent repair shops, resellers, municipal and
other government entities, speciality OEMs and other end users.
The Company's comprehensive product line includes a broad selection of
parts for braking systems and suspension and steering systems, as well as axles,
wheels and rims, trailer parts, drive train components, hydraulic components and
engine parts. The useful lives of the parts range from those of brake pads and
filters, which are replaced at frequently scheduled intervals, to those of
transmissions and engines that have relatively lengthy useful lives and can be
remanufactured several times to or near original equipment specifications. The
parts are installed in vehicles such as tractor-trailers, construction vehicles,
waste disposal trucks, buses and light duty trucks. The Company maintains a
large volume and wide selection of inventory, thereby increasing customers'
accessibility to parts and assisting the Company in meeting its goal of serving
its customers on a same-day basis. As a result of its broad product selection,
the Company believes that it has established a reputation with its customers as
being more likely than its competitors to have in stock the parts requested by
the customer. To complement its parts distribution business, the Company also
provides customers with value-added services, such as parts installation and
repair, fleet maintenance management, training, machine shop services and
remanufacturing.
The Company seeks to enable its customers to reduce expenses by reducing
material and labor costs, decreasing capital required for parts inventory and
minimizing lost productivity and costs attributable to vehicle and equipment
breakdowns. The Company believes that the combination of its comprehensive
product line, wide array of value-added services and national and international
distribution capabilities provide it with a competitive advantage over other
independent distributors and OEM-authorized dealerships.
INDUSTRY OVERVIEW
The heavy duty parts and repair industry consists of: (i) component
manufacturers, (ii) OEMs and OEM-authorized dealerships, (iii) independent
distributors and (iv) repair shops and other end users. Component manufacturers
produce parts for original and replacement use in heavy duty vehicles and
equipment. OEMs assemble heavy duty vehicles and equipment using parts purchased
from component manufacturers and sell the assembled products through
OEM-authorized dealerships. In addition, OEM-
37
<PAGE>
authorized dealerships service the customer-operated vehicles and equipment they
sell, and distribute replacement parts to end-user customers, generally during
the initial warranty period. Independent distributors often have a larger
inventory and wider selection of products available to customers than the
typical OEM-authorized dealership. In fact, OEM-authorized dealerships often
purchase out-of-stock heavy duty parts from independent distributors.
The loss of productivity and costs associated with the breakdown of
commercial vehicles and equipment operated by most customers of independent
distributors make timely access to a broad selection of replacement parts
essential. To service these customers, independent distributors typically carry
a large volume of inventory, including parts from many different component
manufacturers, to service a wide variety of vehicles and equipment. With the
size and depth of the inventory maintained, independent distributors strive to
deliver parts to customers on the same day on a more cost-effective basis. In
contrast, OEM-authorized dealerships typically inventory parts for use primarily
in vehicles assembled by their respective OEMs.
Moreover, independent distributors provide customers with replacement parts
not covered by the OEM warranty, either because the warranty period has expired
or the part was never covered by a warranty. The warranties provided for new
equipment sold by an OEM generally are "pass through" warranties from the
original component manufacturer for each major component. The length of the
warranty on covered components varies based on the reasonable expected useful
life of the component.
The heavy duty parts and repair industry currently is experiencing the same
trends that have influenced other distribution industries in favor of integrated
single-source suppliers, strategic alliances, supply chain management and
enhanced management information systems. These trends have led to shorter
delivery cycles, increased use of electronic data interchange ("EDI"),
"partnering" relationships with customers, expansion of product offerings,
vendor-managed inventory, the growth of regional and national accounts and other
types of value-added services to meet customer demand for more services from
their suppliers. In response, some independent distributors have developed
databases to track the scheduled maintenance of customer-operated vehicles or
fleets and arrange to deliver when required the parts necessary to perform
scheduled maintenance procedures. Some independent distributors have also
installed sophisticated EDI systems to automate order entry, inventory tracking,
management and sourcing and delivery scheduling. Independent distributors are
increasingly committing the capital and resources necessary to develop and
maintain a large volume and wide selection of inventory at geographically
dispersed distribution sites, expand product offerings, implement management
information systems and pursue regional and national accounts. As a result, some
independent distributors have initiated acquisition programs to enable them to
increase the volume and selection of inventory, to expand product offerings and
to leverage their fixed costs.
BENEFITS OF CONSOLIDATION
Based on the experience of management of the Founding Companies, the number
of independent distributors and repair shops in the industry and the acquisition
activity in the industry, the Company believes that the heavy duty parts and
repair industry is in the early stages of consolidation. The Company believes
that most of the approximately 11,500 independent distributors and repair shops
in this industry are small, owner-operated businesses with limited access to the
capital required to develop and maintain a large volume and wide selection of
inventory, expand product offerings, implement advanced management information
systems and service regional and national accounts. In addition, the owners of
these businesses traditionally have not had a viable exit strategy, leaving them
with few attractive liquidity options. The Company believes that many of these
businesses are potential acquisition candidates.
The Company expects to be a leader in the consolidation of the heavy duty
parts and repair industry. As the first public company formed to pursue
aggressively the consolidation of this industry, the Company believes that it
has significant acquisition opportunities. Additionally, the Company believes
that the consolidation of the industry will provide it with the following
benefits:
38
<PAGE>
PARTS PURCHASING. Independent distributors have historically negotiated
parts pricing directly with the component manufacturers and have been unable to
negotiate volume discounts as large as those made available to OEMs. In
response, a number of independent distributors have formed buying groups in an
effort to obtain greater volume discounts from component manufacturers. Although
buying groups have been successful in achieving a moderate level of volume
discounts, each member's decision to purchase parts through its affiliated
buying group is voluntary. As a result, buying groups have not been able to
leverage the full purchasing power of their combined members. The Company
believes that a large, public independent distributor with national and
international operations will be able to negotiate volume discounts from
component manufacturers at least as great as those available to buying groups.
DISTRIBUTION AND OPERATING EFFICIENCIES. The Company believes the
consolidation of commonly-owned locations within a geographical area will
provide distribution efficiencies, including (i) more cost-effective delivery of
products from component manufacturers to independent distributors, (ii)
leveraged regional management of individual locations and (iii) a greater
availability of products enabling more timely delivery of products to customers.
In addition, the consolidation of independent distributors will enable companies
to make capital and personnel investments in advanced management and logistics
systems that could not be justified or afforded on an individual location basis.
As an example, the Company intends to install a common management information
system among the Founding Companies and subsequently acquired businesses to
track and manage inventory, connect with customers and suppliers on a real time
basis and provide on-line cataloging. The Company expects measurable cost
savings in such areas as vehicle leasing and maintenance and information
systems. Moreover, the Company intends to review the Founding Companies'
operating and training programs and those of subsequently acquired businesses to
identify those "best practices" that can be successfully implemented
throughout its operations. The Company also believes that there are significant
opportunities to improve operating margins by consolidating administrative
functions such as inventory financing, marketing, insurance, employee benefits,
accounting and risk management.
NATIONAL SALES AND MARKETING. The Company expects the consolidation of the
heavy duty parts and repair industry to result in increased opportunities to
market itself to regional and national fleets as a single source parts provider.
Currently, independent distributors are constrained from supplying some fleets
because of the need for distribution centers in all parts of the United States
to meet customer expectations for rapid delivery times. The Company believes
that its broad distribution capabilities will provide it with a competitive
advantage in pursuing single source provider relationships with regional and
national fleets.
CROSS-SELL PRODUCTS AND SERVICES. The Company also believes that the
Founding Companies and subsequently acquired businesses will benefit from
cross-selling opportunities to existing customers. Individual Founding Companies
and subsequently acquired businesses will be able to access additional component
brands, thereby expanding the range of brands available and increasing the
likelihood that existing customers will consider the Company to be a single
source provider. Moreover, the Company expects to be able to offer its customers
a warranty on parts sold and services provided that would be honored by any of
the Company's locations across the United States.
STRATEGY
The Company's objective is to be a leading national, value-added
independent distributor of replacement parts and supplies for commercial trucks
and trailers and other types of specialized heavy duty vehicles and equipment,
and to pursue aggressively the consolidation of the highly fragmented heavy duty
parts and repair industry. Management plans to achieve this goal by:
EXPANDING THROUGH ACQUISITIONS. The key elements of this strategy are:
ENTER NEW GEOGRAPHIC MARKETS. The Company intends to expand into
geographic markets not currently served by the Founding Companies by
acquiring well-established value-added independent distributors that, like
the Founding Companies, are leaders in their regional markets. By expanding
into these markets, the Company intends to expand its national distribution
network. The Company also
39
<PAGE>
may pursue acquisition opportunities as a means to enter international
markets not currently served by the Company.
EXPAND WITHIN EXISTING GEOGRAPHIC MARKETS. The Company also plans to
acquire additional value-added independent distributors in many of the
markets in which it currently operates in order to expand the volume and
scope of the Company's operations in a particular market. The Company also
intends to pursue "tuck-in" acquisitions of smaller operations to improve
operating efficiencies and more effectively use its capital without a
proportionate increase in administrative costs.
ACQUIRE COMPLEMENTARY BUSINESSES. The Company intends to acquire
companies offering complementary services to those currently offered. This
will enable existing and future customers to obtain a broader range of
value-added services from the Company. The Company also intends to acquire
larger repair operations that will provide additional conduits for parts
sales.
OPERATING ON A DECENTRALIZED BASIS. The Company manages the Founding
Companies and intends to manage subsequently acquired companies on a
decentralized basis, with local management retaining responsibility for
day-to-day operations, profitability and growth of the business. The Company
believes that, while maintaining strong operating and financial controls, a
decentralized structure will retain the entrepreneurial culture present in each
of the Founding Companies and will allow the Company to capitalize on the
considerable local and regional market knowledge, goodwill, name recognition and
customer relationships possessed by each Founding Company and subsequently
acquired business.
ACCELERATING INTERNAL SALES GROWTH. The key elements of this strategy are:
ESTABLISH NATIONAL MARKET COVERAGE. Based on the national fleet
service provided by one of the Founding Companies, the Company believes
that demand exists from larger fleets to utilize the services of
independent distributors capable of providing comprehensive services on a
regional or national basis. Many of the Founding Companies already provide
local or regional services to companies with nationwide locations. The
Company intends to market itself to these regional and national accounts as
a single-source, preferred provider for replacement parts and installation
and repair services.
CROSS-SELL AND EXPAND PRODUCTS AND SERVICES. The Company believes it
will be able to cross-sell the products and services it offers to its
customers by leveraging the specialized and diverse product, service and
marketing expertise of the individual Founding Companies. Additionally, the
Company believes that there are significant opportunities to accelerate
internal growth by making capital investments in areas such as inventory
management, logistics systems and other technology.
IMPROVING OPERATING MARGINS. The key elements of this strategy are:
ACHIEVE OPERATING EFFICIENCIES. The Company believes the
consolidation of commonly-owned locations within a geographical area will
provide distribution efficiencies, including (i) more cost-effective
delivery of products from component manufacturers to independent
distributors, (ii) leveraged regional management of individual locations
and (iii) a greater availability of products enabling more timely delivery
of products to customers. The Company intends to install a common
management information system among the Founding Companies and subsequently
acquired businesses to track and manage inventory, connect with customers
and suppliers on a real time basis and provide on-line cataloging. In
addition, the Company expects measurable cost savings in such areas as
parts purchasing, vehicle leasing and maintenance and information systems.
Moreover, the Company intends to review its operating and training programs
among the Founding Companies and subsequently acquired businesses to
identify those "best practices" that can be successfully implemented
throughout its operations.
CENTRALIZE APPROPRIATE ADMINISTRATIVE FUNCTIONS. The Company believes
that there are significant opportunities to improve operating margins by
consolidating administrative functions such as inventory financing,
marketing, insurance, employee benefits, accounting and risk management.
40
<PAGE>
ACQUISITION PROGRAM
The Company believes it will be regarded by acquisition candidates as an
attractive acquiror because of: (i) the Company's strategy for creating a
regional and national distribution network and providing cross-selling
opportunities, (ii) the Company's decentralized operating strategy that
emphasizes an ongoing role for owners, management and key personnel of acquired
businesses, (iii) the opportunity for meaningful equity positions in the Company
for the owners of acquired businesses, thereby allowing them to participate in
the Company's growth, (iv) the Company's increased visibility and its access to
financial resources as a public company and (v) the potential for increased
profitability and sales of the acquired company through access to capital to
maintain a large volume and wide selection of inventory at geographically
dispersed distribution sites, expand product offerings, implement management
information systems and pursue regional and national accounts.
The principals of certain of the Founding Companies have substantial
experience in the industry, have leadership roles in the Council of Fleet
Specialists, the major industry trade organization, and ViPar, Truck Pride and
HD America, the major industry buying groups, and are personally acquainted with
the owners of numerous acquisition targets. Within the past several months, the
Company has contacted the owners of a number of acquisition candidates, several
of whom have expressed interest in having their businesses acquired by the
Company. The most important criteria for choosing an acquisition candidate will
be (i) the candidate's sales and profitability, (ii) the caliber of the
candidate's management and sales personnel, (iii) the market area, customer base
and expansion potential of the candidate, (iv) the value-added services offered
by the candidate and (v) the brands of parts carried by the candidate.
As consideration for future acquisitions, the Company intends to use
combinations of its Common Stock, cash and notes. The consideration for each
future acquisition will vary on a case-by-case basis, with the major factors in
establishing the purchase price being historical operating results, future
prospects of the candidate and the ability of the candidate to complement the
products and services offered by the Company. The Company has obtained a credit
facility of $75.0 million for working capital and acquisitions. The Company
believes that it can structure its larger acquisitions as tax-free
reorganizations by using its Common Stock as consideration, which will be
attractive to those acquisition candidates with a low tax basis in the stock of
their businesses.
OPERATIONS AND SERVICES
DISTRIBUTION AND RELATED SERVICES. The Company engages in the distribution
of replacement parts for commercial trucks and trailers and other types of
specialized heavy duty vehicles and equipment. The Company purchases heavy duty
parts from component manufacturers, inventories these parts in over 60
facilities across the United States and Mexico and distributes them to over
18,000 customers. The Company also exports parts and supplies to customers
located in Australia and New Zealand and countries in South and Central America
and Southeast Asia. The Company maintains a large volume and wide selection of
inventory, thereby increasing customers' accessibility to parts and assisting
the Company in meeting its goal of serving its customers on a same-day basis. As
a result of its broad product selection, the Company believes that it has
established a reputation with its customers as being more likely than its
competitors to have in stock the parts requested by the customer. To complement
its parts distribution business, the Company also provides customers with
value-added services, such as parts installation and repair, fleet maintenance
management, training, machine shop services and remanufacturing. The Company
seeks to enable its customers to reduce expenses by reducing material and labor
costs, decreasing capital required for parts inventory and minimizing lost
productivity and costs attributable to vehicle and equipment breakdowns.
The Company's comprehensive product line includes a broad selection of
parts for braking systems and suspension and steering systems, as well as axles,
wheels and rims, trailer parts, drive train components, hydraulic components and
engine parts. The useful lives of the parts range from those of brake pads and
filters, which are replaced at frequently scheduled intervals, to those of
transmissions and engines that have relatively lengthy useful lives and can be
remanufactured several times to or near original equipment
41
<PAGE>
specifications. The parts are installed in vehicles such as tractor-trailers,
construction vehicles, waste disposal trucks, buses, light duty trucks and other
types of specialized vehicles and equipment. The Company also provides parts for
various types of off-road vehicles and equipment that support the oil field
service, construction, mining, timber and agriculture industries as well as the
United States military and ground support for commercial airlines. In addition,
the Company sells parts for various industrial applications that use brakes,
clutches, cables and other components similar to those utilized in vehicles. The
Company provides customers with replacement parts not covered by the OEM
warranty, either because the warranty period has expired or the part was never
covered by a warranty. The warranties provided for new equipment sold by an OEM
generally are "pass through" warranties from the original component
manufacturer for each major component. The length of the warranty on covered
components varies based on the reasonable expected useful life of the component.
The Company's customers include regional and national private fleets
operated by businesses such as Dowell Schlumberger Corporation, Browning-Ferris
Industries, Inc. and Waste Management, Inc. and common carrier and rental
fleets, including United Parcel Service of America, Inc., Roadway Package
System, Inc. and U-Haul International, Inc. The Company also distributes parts
to independent repair shops, resellers, municipal and other government entities,
speciality OEMs and other end users. The Company's typical customer is a
regional fleet operator that operates from 10 to 100 trucks. Most of the trucks
in a typical customer's fleet experience frequent stop-and-go travel which
subjects vehicle parts to heavier wear and leads to more frequent repair and
replacement. The Company has a diverse customer base of more than 18,000
customers, with no single customer accounting for more than 2% of the Company's
pro forma revenues in 1997.
Most of the Founding Companies have a fleet of vehicles to deliver parts
directly to customers. For typical customers, the Company will make one or more
daily scheduled stops for delivery of ordered parts and pick-up of worn parts
for repair. If a customer makes infrequent purchases, a requested stop will be
added to the regular routes of the Company's vehicles. If a customer requests
expedited service, the Company will provide special delivery services.
In addition to its broad selection of parts for distribution, the Company
provides the following value-added distribution services:
o The Company acts as a distributor for component manufacturers
interested in outsourcing the distribution of a low-volume or
discontinued item. In exchange for purchasing the annual production
(in the case of low-volume components) or last-call production (in the
case of discontinued components), the Company obtains a significant
purchase discount.
o The Company offers fleet maintenance management services in which it
develops a customized database to record all the component parts used
on the individual vehicles in a customer's fleet to enable the Company
to provide a replacement part on a timely basis.
o The Company supplies specialty OEMs with assemblies of component parts
on a just-in-time basis.
o The Company acts as a just-in-time inventory supplier for one of its
national fleet customers by warehousing frequently needed parts, such
as brake repair kits, and shipping these parts upon request to the
fleet's various maintenance centers.
To complement their parts distribution business, several of the Founding
Companies provide commercial vehicle parts installation and repair services.
These Founding Companies employ mechanics and technicians who can diagnose
needed repairs and make the repairs using parts inventoried by the Company. As
part of its value-added services, the Company offers machine shop services to
repair and rebuild parts for customers. In some cases, the Company can advise
the customer when particular vehicles need scheduled maintenance. The Company
believes this full service capability provides savings to its customers enabling
its customers to reduce expenses by reducing material and labor costs, and to
minimize lost productivity and costs attributable to vehicle and equipment
breakdowns. These full service capabilities have resulted in instances where
fleets have outsourced their entire maintenance operations to the Company. The
maintenance services can be provided on-site at a customer's facility or at the
Company's facilities.
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<PAGE>
Several of the Founding Companies have facilities to remanufacture parts
for sale to customers. In these operations, the Founding Company takes in
damaged or worn parts and remanufactures these parts. When complete, the
remanufactured part meets either the original specifications or specifications
acceptable to the customer and is resold at a discount to new parts with a
warranty specified by the Company. The Company remanufactures brakes,
turbochargers, drive axles, transmissions and steering gears. The sale of parts
remanufactured by the Company accounts for approximately 5% of the revenues of
the Company and a proportionate amount of cost of sales. The Company generally
provides a six month to one year warranty on parts it remanufactures.
COMPLEMENTARY SERVICES. In addition to their distribution businesses, some
of the Founding Companies have historically been involved in niche businesses.
One of the Founding Companies, Perfection, contracts with customers to assemble
specialty truck beds and trailers for vehicles such as oil field service trucks.
Perfection begins with a truck cab and chassis or a trailer chassis built by an
OEM. Pursuant to the customer's specifications, Perfection obtains specialized
equipment from various manufacturers and assembles it onto the truck bed or
trailer. After assembly and delivery of the new specialty trucks and trailers,
Perfection continues to provide replacement parts and service to these
customers. Another of the Founding Companies, Cook Brothers, has a Mack truck
dealership through which Cook Brothers offers new and used Mack trucks for sale
and provides service and parts. Additionally, Carter distributes auto parts as
part of its Hawaii operations. Other Founding Companies purchase truck
accessories such as mirrors, hitches and bed caps and liners for sale to
commercial fleets and to "over-the-counter" customers. The Company intends to
continue operating these businesses and to assess whether opportunities exist to
expand these operations into the Company's other operating locations and
subsequently acquired businesses.
The following table sets forth information on parts distribution and other
services offered by each Founding Company:
<TABLE>
<CAPTION>
COOK DRIVE GEAR &
AMPARTS CARTER BROTHERS LINE WHEEL PERFECTION PLAZA TCC
------- ------ -------- ----- ------ ---------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Distribution of Parts
Braking Parts................... x x x x x x x x
Axles........................... x x x x x x x
Wheels and Rims................. x x x x x x
Suspension and Steering System
Parts......................... x x x x x x x x
Drive Train Components.......... x x x x x
Engine Parts.................... x x x x x x
Hydraulic Components............ x x x x x x x
Installation/Repair.................. x x x x x x
Remanufacturing...................... x x x x x
Fleet Maintenance Management......... x x x x x
Distribution for National Fleets.....
Mack Truck Dealerships............... x
Truck Accessories.................... x x x x x x x
Automobile Parts..................... x
Assembly of Specialized Equipment.... x
</TABLE>
UNIVERSAL
---------
Distribution of Parts
Braking Parts................... x
Axles........................... x
Wheels and Rims................. x
Suspension and Steering System
Parts......................... x
Drive Train Components.......... x
Engine Parts.................... x
Hydraulic Components............
Installation/Repair.................. x
Remanufacturing...................... x
Fleet Maintenance Management.........
Distribution for National Fleets..... x
Mack Truck Dealerships...............
Truck Accessories.................... x
Automobile Parts.....................
Assembly of Specialized Equipment....
SUPPLIERS
The Company purchases heavy duty parts directly from over 300 component
manufacturers. During 1997, the Company purchased no more than eight percent of
its heavy duty parts from any single source. Several of the Founding Companies
are members of either ViPar, Truck Pride or HD America, the major industry
buying groups. By participating in these buying groups, these Founding Companies
have been able to obtain volume discounts from component manufacturers.The
Company may not be eligible to participate in buying groups following the
consummation of the Offering and the Mergers; however, the Company
43
<PAGE>
believes that it will purchase heavy duty parts in sufficient quantities to
permit it to obtain volume discounts from component manufacturers at least as
great as those available to buying groups. The Company believes it is not
materially dependent on any one of its suppliers for heavy duty parts and that
its relations with its suppliers are good.
SALES AND MARKETING
The Company believes that its commitment to consistent quality, service and
availability of parts has enabled it to develop and maintain long-term
relationships with existing customers, while expanding its market penetration
through its sales and marketing program. The Company's sales and marketing
program focuses on the identification of fleets and other end-users that could
benefit from the Company's broad selection of parts and large inventory and that
could achieve significant cost savings through the use of the Company's
value-added services. The Company uses a variety of methods to identify these
target customers, including the utilization of databases, telemarketing, direct
mail and participation in industry trade shows. Customer referrals and the
knowledge of the Company's sales force about regional end-users also result in
the identification of target customers. Once a target customer is identified,
the Company's outside salespeople assume responsibility for visiting the
appropriate person at the target, typically the fleet director or the parts
manager.
The Company employs a sales force consisting of "inside" and "outside"
salespeople. "Inside" salespeople are primarily responsible for maintaining
customer relationships, receiving and soliciting individual orders and
responding to service and other inquiries by customers. The Company's
"outside" sales force is primarily responsible for identifying target
customers and calling on them to explain the Company's services. The sales force
is trained and knowledgeable about parts as well as the value-added services
offered by the Company. The Company believes that its high level of interaction
with its customers provides it with meaningful feedback and information about
sales opportunities.
In 1997, the Company served over 18,000 customers, with no one customer
representing more than 2% of sales.
COMPETITION
The Company is engaged in a highly-fragmented and competitive industry. The
principal competitive factors are availability and quality of parts, services
and price. The Company competes with a large number of independent distributors
on a regional and local basis, some of which may have greater financial
resources than the Company, and several of which are public companies.
Independent distributors are facing increased competition from OEMs and
OEM-authorized dealerships who offer many of the same parts to owners of
vehicles and fleets, particularly during the warranty period. Freightliner
Corporation, an OEM, has formed a subsidiary, Alliance, to provide heavy duty
parts and service for all brands of trucks in the aftermarket. The Company also
competes with OEM-authorized dealerships such as Navistar, Freightliner, Mack,
PACCAR and Volvo. OEM-authorized dealerships typically sell parts to customers
who have purchased vehicles from their dealerships in addition to pursuing the
aftermarket in competition with the Company. Certain OEMs have introduced, on a
limited basis, offers for lifetime service contracts on trucks. The effect of
these contracts is to motivate truck owners to return to OEM-authorized
dealerships for parts and repair services. Lifetime service contracts could
limit the size of the parts and repair aftermarket in which the Company
currently competes. The members of NAPA comprise a network of locations that
compete with the Company primarily for "over-the-counter" parts sales. In
addition, certain owners of leased fleets have increased their capacity to
provide leased vehicles and ancillary fleet services to businesses requiring a
private fleet for their operations. Owners of leased fleets may have sufficient
purchasing leverage to purchase replacement parts directly from component
manufacturers or to negotiate larger volume discounts from independent
distributors. The expanded use of leased fleets to replace private fleets owned
and operated by businesses could have an adverse effect on the demand for the
parts and services offered by the Company or on the profit margins of the
Company. The Company's existing and new competitors may have lower overhead cost
structures and may be able to provide their parts and services at lower rates
than those of the Company. Moreover, certain of the Company's competitors and
44
<PAGE>
potential competitors may have greater financial resources than the Company to
finance acquisition and development opportunities, to pay higher prices for
those opportunities or to develop and support their own heavy duty parts
distribution and repair operations. Consequently, the Company may encounter
significant competition in its efforts to achieve both its acquisition and
internal growth objectives as well as its operating strategy to increase the
profitability of the Founding Companies and subsequently acquired businesses.
The Company may face competition for acquisition candidates, particularly
from those companies that have announced or intend to pursue an integration
strategy. Autozone, Inc. recently acquired TruckPro, an independent distributor
of heavy duty parts based in Arkansas, and may continue to enter other markets
through acquisitions or DE NOVO operations. A venture capital group, Brentwood
Associates, recently acquired at least two independent distributors and is
pursuing a consolidation strategy through HDA Parts Systems, Inc., which is
affiliated with the industry buying group HD America. Quality Distribution
Service Partners, a venture capital group including Aurora Capital Partners,
L.P., has stated an intention to acquire independent distributors and pursue a
consolidation strategy. Additional public or private companies may become
competitors of the Company in the future. Certain of these competitors and
potential competitors may have greater financial resources than the Company to
finance acquisitions, pay higher prices for companies or develop and support new
locations. This competition may limit the number of acquisition opportunities
available to the Company and lead to higher acquisition prices.
The Company believes that the combination of its comprehensive product
offerings, wide array of value-added services and national and international
distribution capabilities provide it with a competitive advantage over other
independent distributors and OEM-authorized dealerships. The Company intends to
seek to differentiate itself from its competition in terms of service and
quality by investing in information systems and the modernization of equipment
and by offering a broad range of parts and services as well as through its
entrepreneurial culture and decentralized operating structure.
GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS
The Company's operations are subject to a number of federal, state and
local regulations relating to the protection of the environment and to workplace
health and safety. In particular, the Company's operations are subject to
extensive federal, state and local laws and regulations governing waste
disposal, air emissions, water discharges, the handling of hazardous substances,
environmental protection, remediation, workplace exposure and other matters.
Hazardous materials the Company uses in its operations include various fuels,
solvents, cleaners, lubricants, and comparable materials commonly used in the
operation and servicing of vehicles and/or the remanufacturing of vehicle parts.
Improper disposal, spills or releases of such materials could result in
substantial liabilities to the Company including the cost of environmental
remediation.
The Company's management believes that the Company is in substantial
compliance with all such laws and does not currently anticipate that the Company
will be required to expend any substantial amounts in the foreseeable future in
order to meet current environmental or workplace health and safety requirements.
A number of facilities affiliated with the Company are located in industrialized
areas and the Company cannot rule out the possibility that the operations of
predecessors at such facilities or the current or former activities at
neighboring facilities have resulted in contamination potentially affecting
those facilities. Prior to entering into the agreements relating to the Mergers,
the Company evaluated the properties owned or leased by the Founding Companies
and engaged an independent environmental consulting firm to conduct or review
assessments of environmental conditions at these properties.
MANAGEMENT INFORMATION SYSTEMS; YEAR 2000
Each of the Founding Companies operates a management information system
that is used to purchase, monitor and allocate inventory throughout its
distribution facilities. The Company believes that these systems enable it to
manage inventory effectively and to achieve appropriate inventory turnover
rates. Many of these systems also include computerized order entry, sales
analysis, inventory status, bar-code tracking, invoicing and payment. These
systems are designed to improve productivity for both the Company and its
45
<PAGE>
customers. Most of the Founding Companies use EDI, through which they offer
their customers a paperless process for order entry, shipment tracking, customer
billing, remittance processing and other routine matters.
The Company intends to install a common management information system among
the Founding Companies and subsequently acquired businesses to track and manage
inventory, connect with customers and suppliers on a real time basis and provide
on-line cataloging. The Company anticipates that the system it adopts on a
Company-wide basis will be designed to address the Year 2000 issues associated
with computer systems that use only two digits to identify a year in the date
field. These issues include not only the possibility of computer system failure
or erroneous results by or at the Year 2000, but also the necessity of
coordinating with the computer systems of the Company's suppliers, customers,
lenders and other parties with which the Company does business.
EMPLOYEES
As of December 31, 1997, the Founding Companies employed a total of 989
persons. Of these employees, 190 were in administration, 323 were in sales and
476 were in service and warehousing. The Company believes the expertise of its
sales force is a competitive advantage. Unlike automobiles that are manufactured
to standard models, trucks are manufactured to individual specification. A sales
person must be familiar with the various brands and specifications for truck
parts to determine properly a customer's parts needs. This knowledge and
expertise is generally gained through on-the-job training.
In the U.S., approximately 53 employees at two sites were members of the
Aerospace Workers AFL-CIO, the Automotive, Petroleum and Allied Industries
Employee Union Local 618 or the Hawaii Teamsters and Allied Workers Local 996.
In Mexico, approximately 55 employees at six sites were members of the Sindicato
de Trabajadores del Comericio e Industria y Similares de Jalisco. The Company's
relationship with these unions generally has been satisfactory. The Company
currently is a party to four collective bargaining agreements which expire at
various times from 1998 to 2000. Collective bargaining agreements expiring in
1998 cover 15 employees. Historically, the Founding Companies have succeeded in
negotiating new collective bargaining agreements without a strike.
From time to time, there are shortages of qualified service technicians and
sales staff. In addition, turnover among less skilled workers is relatively
high. Following the Mergers, the Company intends to adopt "best practices" for
its employee benefits programs and human relations functions.
The Company believes it will be able to attract and retain quality
employees by providing them (i) an enhanced career path as a result of working
for a larger public company, (ii) additional training, education and
apprenticeships to allow talented employees to advance to higher-paying
positions, (iii) the opportunity to realize a more stable income and (iv)
improved benefits packages.
RECRUITING, TRAINING AND SAFETY
The Company's future success will depend, in part, on its ability to
continue to attract, retain and motivate qualified employees. The Company
believes that its success in retaining qualified employees will be based on the
quality of its recruiting, training, compensation, employee benefits programs
and opportunities for advancement. The Company recruits at local technical
schools, community colleges and universities and provides on-the-job training,
improved benefit packages, steady employment and opportunities for advancement.
The Company intends to establish "best practices" throughout its
operations to ensure that all employees comply with safety standards established
by the Company, its insurance carriers and federal, state and local laws and
regulations. The Company's employment screening process seeks to determine that
prospective employees have the requisite skills, sufficient background
references and acceptable driving records, if applicable. The Company believes
that these employment criteria effectively identify potential employees
committed to safety and quality.
46
<PAGE>
FACILITIES AND VEHICLES
The Company operates 62 heavy duty parts and repair facilities in the U.S.
and six facilities in Mexico, of which two are owned by the Company and the
balance are leased. These facilities are used to receive and ship parts and
provide related services. Many of the Company's facilities are capable of being
utilized at higher capacities, if necessary. The Company believes that its
facilities will be adequate for its expected needs over the next several years.
See "Certain Transactions."
The following table sets forth the geographic locations of the Company's
heavy duty parts and repair facilities in the United States and Mexico:
STATE/COUNTRY CITY
- ----------------------------------------------------------
Arizona Phoenix
California Fremont, Los Angeles(2), Oakland,
Placentia, Rialto, San Francisco, San
Jose and Stockton
Colorado Denver
Florida Dayton, Miami, Ocala(2), Orlando,
Sunrise and Tallahassee
Hawaii Honolulu(3) and Kauai(2)
Illinois Litchfield
Indiana Martinsville
Iowa Des Moines
Minnesota Brainerd, Eagan, Mahtomedi, Red Wing
and St. Paul(2)
Missouri Columbia, Kansas City, Rolla and St.
Louis(3)
STATE/COUNTRY CITY
- ----------------------------------------------------------
Nevada Las Vegas and Sparks
New York Binghamton, Deposit, Elmira, Homer,
Rochester, Syracuse, Troy, Utica and
Watertown
North Dakota Fargo
Oklahoma Oklahoma City(2)
Pennsylvania Kingston, Pittston and Scranton
South Dakota Sioux Falls
Tennessee Memphis
Texas Laredo
Washington Vancouver
Wisconsin Appleton, Black River Falls and
Milwaukee
Mexico Aguascalientes, Caliacan, Cordova,
Guadalajara, Mexico City and Monterey
The Company operates a fleet of approximately 235 owned or leased trucks,
trailers and other support vehicles. It believes these vehicles generally are
well-maintained and adequate for the Company's current operations. The Company
expects it will be able to purchase or lease vehicles at lower prices due to its
combined purchasing and leasing volume.
RISK MANAGEMENT AND INSURANCE
The primary risks in the Company's operations are bodily injury, property
damage and injured workers' compensation. The Company maintains liability
insurance for bodily injury and third-party property damage and workers'
compensation coverage which it considers sufficient to insure against these
risks, subject to self-insured amounts. The Company also maintains workers'
compensation insurance policies that provide "first dollar" coverage.
LEGAL PROCEEDINGS
In March 1995, Drive Line and two of its officers and controlling persons,
James R. Davis and Joseph P. Akra, pled guilty to one felony count of submission
of a false document to the Defense Logistics Agency of the United States
government. Drive Line paid a fine of $200,000 and Mr. Davis and Mr. Akra each
paid a fine of $2,500 in satisfaction of the judgments against them. The
violation occurred during 1989 in the course of a transaction between Drive Line
and the Defense Logistics Agency involving heavy duty parts valued at
approximately $6,200. Drive Line remains a vendor to the United States
government and derives approximately 17% of its revenues from parts sales to the
United States government. Mr. Davis and Mr. Akra are currently executive
officers of Drive Line and will continue to serve in those capacities following
the consummation of the Offering.
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<PAGE>
The Company is, from time to time, a party to litigation arising in the
ordinary course of its business, most of which involves claims for personal
injury or property damage incurred in connection with its operations. The
Company is not currently involved in any litigation that the Company believes
either individually or in the aggregate will have a material adverse effect on
its financial condition or results of operations.
48
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the Company's
directors and executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------- ---- ----------------------------------------------------
<S> <C>
T. Michael Young..................... 53 Chairman of the Board, Chief Executive Officer and
President
J. David Gooch....................... 60 Executive Vice President, Chief Development Officer
and Director
Louis J. Boggeman, Jr................ 44 Senior Vice President, Chief Operating Officer,
President of Plaza and Director
Hugh H. N. "Mac" McConnell, Jr....... 44 Senior Vice President, Chief Financial Officer and
Director
Paul E. Pryzant...................... 42 Senior Vice President, General Counsel and Secretary
Daniel T. Bucaro..................... 37 Senior Vice President -- Merchandising
Henry B. Cook, Jr.................... 50 Vice President -- Purchasing, President of Cook
Brothers and Director
Wayne S. Rachlen..................... 41 Vice President -- Corporate Development
Marlise C. Skinner................... 37 Vice President and Controller
Louie A. Hamilton.................... 49 Vice President and Treasurer
Thomas A. Work....................... 52 President of Carter, Director
Peter D. Lund........................ 45 President of TCC, Director
Everett W. Petry..................... 61 President of Gear & Wheel, Director
Rodolfo A. Duemichen................. 41 President of Amparts, Director
Ronald G. Short...................... 39 President of Universal, Director
Maura L. Berney...................... 35 Chairman of the Board and Vice President -- Finance
and Administration of Perfection, Director
John R. Oren......................... 46 Director
Lawrence K. King..................... 41 Director
I.T. "Tex" Corley.................... 53 Director
</TABLE>
T. Michael Young has served as Chairman of the Board, Chief Executive
Officer and President of the Company since February 1998. From October 1987
until its acquisition by O'Reilly Automotive, Inc. in February 1998, Mr. Young
served as Chairman of the Board, Chief Executive Officer and President of Hi-Lo
Automotive, Inc. ("Hi-Lo Automotive"), a publicly-traded retail and commercial
auto parts company. From May 1984 to May 1987, Mr. Young was Vice Chairman of
Jerold B. Katz Interests, Inc. ("Jerold B. Katz Interests"), a privately-held
financial services company. From September 1980 to February 1984, Mr. Young was
Senior Vice President, Chief Financial Officer and a director of Weatherford
International Incorporated ("Weatherford International"), a publicly-traded
international oil field service company. Prior to that, Mr. Young was with
Arthur Andersen LLP, most recently as a partner from 1976 to 1980.
J. David Gooch has served as Executive Vice President, Chief Development
Officer and director of the Company since December 1997. Mr. Gooch was primarily
responsible for introducing the consolidation opportunity in the heavy duty
parts and repair industry to Notre and has been active in the development of
acquisition opportunities for the Company. From 1991 until the present Mr. Gooch
has been President of FleetServe, a company involved in maintenance services for
fleets of heavy-duty equipment. From January 1984 until 1990, Mr. Gooch served
as Senior Vice President and General Counsel for Service Corporation
International, a publicly-traded funeral and cemetery service company. From 1983
to 1984, Mr. Gooch was a principal and investor in Texas Capitol Oil Company, a
privately-held oil and gas exploration and drilling company. From 1976 to 1982,
Mr. Gooch was Senior Vice President and General Counsel of Houston Oil
49
<PAGE>
& Minerals Corporation, a publicly-traded company involved in domestic and
international development of oil, gas and hard rock minerals properties. From
1973 to 1976, Mr. Gooch was the Senior Vice President and General Counsel of
Field International Drilling Company, a privately-held company engaged in
international drilling activities. From 1966 to 1973, Mr. Gooch was Associate
Counsel for Gulf+Western Industries, a diversified publicly-traded company.
Louis J. Boggeman, Jr. has served as Senior Vice President, Chief Operating
Officer and a director of the Company since the consummation of the IPO. Mr.
Boggeman has served as President of Plaza since 1992. Prior to that, Mr.
Boggeman served in various positions with Plaza. Mr. Boggeman is the current
President of the Council of Fleet Specialists, an independent industry
association serving the heavy duty parts industry.
Hugh H. N. "Mac" McConnell, Jr. has served as Senior Vice President,
Chief Financial Officer and a director of the Company since February 1998. From
December 1992 to February 1998, Mr. McConnell served as Chief Financial Officer
of Sterling Electronics Corporation, a publicly-traded electronic parts
distributor that was acquired by Marshall Industries, Inc. in January 1998. From
1990 to 1992, Mr. McConnell was Vice President-Finance of Interpak Holdings,
Inc., a publicly-traded company involved in packaging and warehousing
thermoplastic resins. From 1976 to 1990, Mr. McConnell served in various
capacities, including partner, with Ernst & Young LLP, an international public
accounting firm.
Paul E. Pryzant has served as Senior Vice President, General Counsel and
Secretary of the Company since March 1998. From December 1994 to March 1998, Mr.
Pryzant was a shareholder in the law firm of Snell & Smith, P.C. with a practice
specializing in corporate, securities and mergers and acquisitions. From January
1990 to November 1994, Mr. Pryzant was a partner in the law firm of Butler &
Binion, L.L.P.
Daniel T. Bucaro has served as Senior Vice President -- Merchandising of
the Company since February 1998. From August 1994 to February 1998, Mr. Bucaro
was employed by Hi-Lo Automotive, serving as Vice President of Merchandising
beginning in May 1996. From 1983 to July 1994, Mr. Bucaro served in various
capacities with The Goodyear Tire and Rubber Company, a publicly-traded company.
Henry B. Cook, Jr. has served as Vice President -- Purchasing and a
director of the Company since the consummation of the IPO. Mr. Cook has been
employed by Cook Brothers since 1972 and has served as its President since 1987.
Wayne S. Rachlen has served as Vice President -- Corporate Development
since April 1998. From October 1992 to April 1998, Mr. Rachlen held various
employment and consulting positions, including Vice President of Financial
Operations -- Eastern Group and Director of Mergers and Acquisitions, with
American Medical Response, Inc., a publicly-traded consolidator of the
healthcare transportation industry. From September 1989 to October 1992, Mr.
Rachlen held various financial and accounting positions with Allwaste, Inc. and
its subsidiaries, a publicly-traded environmental services company. Mr. Rachlen
is a certified public accountant.
Marlise C. Skinner has served as Vice President and Controller of the
Company since March 1998. From July 1996 to March 1998, Ms. Skinner was Director
of Financial Reporting for Corporate Express Delivery Systems, Inc., a
publicly-traded delivery service company ("Corporate Express"). From July 1994
to June 1996, Ms. Skinner was Assistant Controller of U.S. Delivery Systems,
Inc., which was acquired by Corporate Express ("U.S. Delivery"). From March
1988 to July 1994, Ms. Skinner was Controller of Eastway Delivery Service, Inc.,
a company acquired in a consolidation by U.S. Delivery. Ms. Skinner is a
certified public accountant.
Louie A. Hamilton has served as Vice President and Treasurer of the Company
since February 1998. From March 1996 to February 1998, Mr. Hamilton was a
consultant to Hi-Lo Automotive. From February 1988 to December 1995, Mr.
Hamilton was President of Karlithography, Inc., a privately-held commercial
printing company. From October 1985 to February 1988, Mr. Hamilton served as
Treasurer of Jerold B. Katz Interests. Prior to that, Mr. Hamilton was Treasurer
of Weatherford International.
Thomas A. Work has served as a director of the Company since the
consummation of the IPO. Mr. Work has been employed by Carter since 1968 and has
served as its President since 1984.
50
<PAGE>
Peter D. Lund has served as a director of the Company since the
consummation of the IPO. Mr. Lund has been employed by TCC since 1974 and has
served as President of TCC since 1987.
Everett W. Petry has served as a director of the Company since the
consummation of the IPO. Mr. Petry founded Gear & Wheel in 1981. He has served
as President of Gear & Wheel since 1981.
Rodolfo A. Duemichen has served as a director of the Company since the
consummation of the IPO. Mr. Duemichen has been employed by Amparts since 1990
and has served as President of Amparts since 1990.
Ronald G. Short has served as a director of the Company since the
consummation of the IPO. Mr. Short has been employed by Universal since 1978 and
has served as President since 1998.
Maura L. Berney has served as a director of the Company since the
consummation of the IPO. Ms. Berney has been employed by Perfection since 1993
has served as Chairman of the Board and Vice President -- Finance and
Administration of Perfection since 1997.
John R. Oren has served as a director of the Company since December 1997.
Since May 1997, Mr. Oren has been a Managing Director of Notre. From May 1994 to
May 1997, Mr. Oren served as Founder, Chief Acquisition Officer and Senior Vice
President-Corporate Development for U.S. Delivery. From May 1976 until its
acquisition by U.S. Delivery in May 1994, Mr. Oren served as Chairman of the
Board and Chief Executive Officer of Eastway Group of Companies.
Lawrence K. King has served as a director of the Company since the
consummation of the IPO. Since December 1995, Mr. King has served as Senior Vice
President, Chief Financial Officer and a director of Coach USA, Inc., a
publicly-traded consolidator of the motorcoach industry. From 1992 until
September 1995, Mr. King was Executive Vice President, Secretary, Treasurer and
Chief Financial Officer of SI Diamond Technology, Inc., a publicly-traded
technology development company. From 1988 to 1991, he served as Assistant
Secretary and Treasurer of The Permian Corporation, the general partner of
Permian Partners L.P., a publicly-traded crude oil, trucking, transportation and
distribution master limited partnership. From 1979 to 1988, Mr. King served in a
number of positions as a certified public accountant with Arthur Andersen LLP.
I. T. "Tex" Corley has a served as a director of the Company since the
consummation of the IPO. Since August 1995, Mr. Corley has served as Chairman
and Chief Executive Officer of Strategic Materials, Inc., a privately-held glass
recycling company. From January 1997 to January 1998, Mr. Corley was a director
of MacFrugal's Bargains Close-Outs, Inc., a publicly-held retail department
store company that merged with Consolidated Stores, Inc. in January 1998. From
April 1990 to July 1995, Mr. Corley was employed by and a director of Allwaste,
Inc., a publicly-traded environmental service company, serving first as Chief
Financial Officer, then as Chief Operating Officer. From April 1989 to April
1990, Mr. Corley was the President and Chief Executive Officer of Medcon, Inc.,
a privately held medical waste disposal company.
The Board of Directors will be divided into three classes of five, five and
four directors, respectively, with directors serving staggered three-year terms,
expiring at the annual meeting of stockholders in 1999, 2000 and 2001,
respectively. At each annual meeting of stockholders, one class of directors
will be elected for a full term of three years to succeed that class of
directors whose terms are expiring. The Company's Certificate of Incorporation
permits the holders of the Restricted Common Stock to elect one director. Mr.
Oren is the director elected by the holders of the Restricted Common Stock. All
officers serve at the discretion of the Board of Directors.
The Board of Directors has established an Audit Committee, a Compensation
Committee, a Nominating Committee, an Executive Committee and an Acquisition
Committee. The members of the Audit Committee are Messrs. King and Corley and
the members of the Compensation Committees are Messrs. Oren, King and Corley.
The members of the Executive Committee, the Nominating Committee and the
Acquisition Committee will be selected at the next scheduled meeting of the
Board of Directors. The Executive Committee will include at least one outside
director and the Nominating Committee will include three members, two of whom
will be directors from the Founding Companies.
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DIRECTORS COMPENSATION
Directors who are also employees of the Company or one of its subsidiaries
do not receive additional compensation for serving as directors. Each director
who is not an employee of the Company or one of its subsidiaries receives a fee
of $2,000 for attendance at each Board of Directors' meeting and $1,000 for each
committee meeting (unless held on the same day as a Board of Directors'
meeting). In addition, under the Company's 1998 Non-Employee Directors' Stock
Plan, each non-employee director receives an option to acquire 10,000 shares of
Common Stock upon such person's initial election as a director, and an annual
option to acquire 5,000 shares at each annual meeting of the Company's
stockholders thereafter at which such director is re-elected or remains as a
director, unless such annual meeting is held within three months of such
person's initial election as a director. Each non-employee director also may
elect to receive shares of Common Stock or credits representing "deferred
shares" in lieu of cash directors' fees. See " -- 1998 Non-Employee Directors'
Stock Plan." Directors are also reimbursed for out-of-pocket expenses incurred
in attending meetings of the Board of Directors or committees thereof.
EXECUTIVE COMPENSATION, EMPLOYMENT AGREEMENTS, COVENANTS NOT-TO-COMPETE
The Company was incorporated in 1997 and did not pay any of its executive
officers any compensation prior to the consummation of the IPO. The Company
anticipates that during 1998 its five most highly compensated executive officers
(other than those employed by a Founding Company) will be Messrs. Young, Gooch,
McConnell, Pryzant and Bucaro.
Each of Messrs. Young, Gooch, McConnell and Pryzant entered into an
employment agreement with the Company upon consummation of this Offering
providing for an annual base salary of $150,000 and Mr. Bucaro entered into an
employment agreement providing for an annual base salary of $120,000. Each
employment agreement is for a term of three years (the "Initial Term"), and,
unless terminated or not renewed, the term continues thereafter on a
year-to-year basis on the same terms and conditions existing at the time of
renewal. Each of these employment agreements provides that, in the event of
termination of employment by the Company without cause, the employee is entitled
to receive from the Company a lump sum payment equal to his then-current salary
for one year. In the event of a change in control of the Company (as defined)
that occurs more than one year after the consummation of this Offering, the
employee may elect to terminate his employment and receive in one lump sum the
amount equal to two times his annual base salary then in effect. Each employment
agreement contains a covenant not to compete with the Company for a period of
two years immediately following termination of employment or, in the case of
termination by the Company without cause or a termination after a change in
control, for a period of one year immediately following termination of
employment.
Each of Messrs. Boggeman, Cook, Work, Ketchum, Lund, Petry, Duemichen,
Davis and Akra entered into an employment agreement with his Founding Company
upon consummation of this Offering providing for an annual base salary of
$150,000. Messrs. Davis and Akra receive no compensation under their respective
employment agreements during the initial year of the agreements. Additionally
each of Messrs. Work and Ketchum were issued warrants to purchase 334,947 shares
of Common Stock at a price of $6.12 per share. Each employment agreement is for
a term of five years, and, unless terminated or not renewed, the term will
continue thereafter on a year-to-year basis on the same terms and conditions
existing at the time of renewal. Each employment agreement provides that, in the
event of termination of employment by the Founding Company without cause or a
termination by the employee for Good Reason (as defined) during the first three
years of the employment term (the "Initial Term"), the employee is entitled to
receive from the Founding Company an amount equal to his or her then-current
salary for the remainder of the Initial Term or for one year, whichever is
greater. In the event of termination of employment by the Company without cause
or a termination by the employee for Good Reason (as defined) after the Initial
Term, the employee is entitled to receive from the Founding Company an amount
equal to his or her then current salary for one year. In either case, payment is
due in one lump sum on the effective date of termination. In the event of a
change in control of the Company (as defined) during the Initial Term, if the
employee is not given notice at least five business days prior to such change in
control from the successor to all or a substantial portion of the Company's
business and/or assets, that such successor is willing to assume
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and perform the Founding Company's obligations under the employment agreement,
then the employee may elect to terminate his or her employment and receive in
one lump sum an amount equal to three times his or her annual base salary then
in effect. The noncompetition provisions of the employment agreement would apply
for one year from the effective date of such termination to a termination
without such notice. For a one year period following an event of a change in
control the employee may elect to terminate his employment for Good Reason (as
defined) and receive in one lump sum an amount equal to three times his or her
annual base salary then in effect. Each employment agreement contains a covenant
not to compete with the Company for a period of two years immediately following
termination of employment or, in the case of termination by the Founding Company
without cause, a termination by the employee for Good Reason, or after a change
of control, for a period of one year immediately following termination of
employment. At least one principal executive officer of each of the Founding
Companies entered into an employment agreement with his or her respective
Founding Company containing substantially the same provisions, including a
covenant not to compete, as those described above.
PRIOR EMPLOYMENT RELATIONSHIPS OF MESSRS. YOUNG AND BUCARO
Until August 2000, Messrs. Young and Bucaro are subject to an agreement
that prohibits each of them from acting in any manner or capacity in or for any
business that engages as its primary line of business in the sale of automotive
parts or accessories to retail customers or to commercial auto repair outlets in
the geographic area served by this former employer at the time their respective
employment ceased. The geographic area affected includes parts of Texas,
Louisiana and California. The Company does not believe that these limitations
will have a material adverse effect on its business or operating strategy.
1998 LONG-TERM INCENTIVE PLAN
No stock options were granted to, exercised by or held by any executive
officer in 1997. In March 1998, the Board of Directors and the Company's
stockholders approved the Company's 1998 Long-Term Incentive Plan (the
"Plan"). The purpose of the Plan is to provide directors, officers, key
employees, consultants and other service providers with additional incentives by
increasing their ownership interests in the Company. Individual awards under the
Plan may take the form of one or more of: (i) either incentive stock options or
non-qualified stock options ("NQSOs"); (ii) stock appreciation rights; (iii)
restricted or deferred stock, (iv) dividend equivalents and (v) other awards not
otherwise provided for, the value of which is based in whole or in part upon the
value of the Common Stock.
The Compensation Committee administers the Plan and selects the individuals
who will receive awards and establish the terms and conditions of those awards.
The maximum number of shares of Common Stock that may be subject to outstanding
awards, determined immediately after the grant of any award, may not exceed the
greater of 2,500,000 shares or 15% of the aggregate number of shares of Common
Stock outstanding. Shares of Common Stock which are attributable to awards which
have expired, terminated or been canceled or forfeited are available for
issuance or use in connection with future awards.
The Plan will remain in effect until terminated by the Board of Directors.
The Plan may be amended by the Board of Directors without the consent of the
stockholders of the Company, except that any amendment, although effective when
made, will be subject to stockholder approval if required by any federal or
state law or regulation or by the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted.
At the consummation of the IPO, NQSOs to purchase a total of 800,000 shares
of Common Stock were granted as follows: 200,000 shares to Mr. Young, 200,000
shares to Mr. Gooch, 100,000 shares to Mr. McConnell, 75,000 shares to Mr.
Pryzant, 75,000 shares to Mr. Bucaro, 50,000 shares to Ms. Skinner, 50,000
shares to Mr. Hamilton and 50,000 to Mr. Rachlen. In addition, at the
consummation of this Offering, options to purchase approximately 965,465 shares
were granted to certain employees of the Founding Companies. Each of the
foregoing options has an exercise price equal to the IPO price of $8.00 per
share. These options will vest at the rate of 20% per year, commencing on the
first anniversary of this Offering, and will expire at the earlier of ten years
from the date of grant or three months following termination of employment.
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1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN
The Company's 1998 Non-Employee Directors' Stock Plan (the "Directors'
Plan"), which was adopted by the Board of Directors and approved by the
Company's stockholders in March 1998, provides for (i) the automatic grant to
each non-employee director serving at the consummation of the IPO of an option
to purchase 10,000 shares, (ii) the automatic grant to each other non-employee
director of an option to purchase 10,000 shares upon such person's initial
election as a director, and (iii) an automatic annual grant to each non-employee
director of an option to purchase 5,000 shares at each annual meeting of
stockholders thereafter at which such director is re-elected or remains as a
director, unless such annual meeting is held within three months of such
person's initial election as a director. All options will have an exercise price
per share equal to the fair market value of the Common Stock on the date of
grant and are immediately vested and expire on the earlier of ten years from the
date of grant or one year after termination of service as a director. The
Directors' Plan also permits non-employee directors to elect to receive, in lieu
of cash, directors' fees, shares or credits representing "deferred shares" at
future settlement dates, as selected by the director. The number of shares or
deferred shares received will equal the number of shares of Common Stock which,
at the date the fees would otherwise be payable, will have an aggregate fair
market value equal to the amount of such fees.
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<PAGE>
CERTAIN TRANSACTIONS
ORGANIZATION OF THE COMPANY
In connection with the formation of the Company, Transportation Components
issued to Notre a total of 2,162,388 shares (as adjusted for a 108.1194-to-one
stock dividend) of Common Stock for an aggregate consideration of $21,623.88.
Mr. Oren is a Managing Director of Notre and a director of the Company. In April
1998, Notre exchanged 1,912,388 shares of Common Stock for 1,912,388 shares of
Restricted Common Stock. See "Description of Capital Stock." Notre advanced
the funds necessary to effect the Mergers and the IPO. As of March 31, 1998,
Notre had incurred expenses on behalf of the Company in the aggregate amount of
$3.0 million. All of Notre's advances were repaid from the net proceeds of the
IPO.
From October 1997 through March 31, 1998, the Company issued a total of
929,829 shares of Common Stock (as adjusted for a 108.1194-to-one stock
dividend) at $0.01 per share to various members of management, as follows: Mr.
Young -- 250,000 shares, Mr. Gooch -- 275,329 shares, Mr. McConnell -- 100,000
shares, Mr. Pryzant -- 75,000 shares, Mr. Bucaro -- 75,000 shares, Mr.
Rachlen -- 50,000 shares, Ms. Skinner -- 50,000 shares, Mr. Hamilton -- 50,000
shares and an aggregate of 4,500 shares to other members of management. The
Company also issued 177,000 shares of Common Stock at $0.01 per share to
consultants to the Company, including a total of 20,000 shares of Common Stock
to persons who will become directors of the Company upon consummation of the
IPO. The Company also granted options to purchase 10,000 shares of Common Stock
under the Directors' Plan, effective upon the consummation of the IPO, to Mr.
Oren, a director of the Company, and to Messrs. King and Corley, who will become
directors of the Company upon the consummation of the IPO.
In connection with the IPO, Transportation Components acquired, by merger
with wholly-owned subsidiaries of Transportation Components, all of the issued
and outstanding stock of the Founding Companies, at which time each Founding
Company became a wholly-owned subsidiary of the Company. The aggregate
consideration paid by Transportation Components in the Mergers consisted of
approximately $15.7 million in cash and 7,493,394 shares of Common Stock. In
addition, prior to the Mergers certain of the Founding Companies made S
Corporation Distributions of $5.4 million and distributed to their Stockholders
the Other Assets having a net book value of $0.9 million.
The following table sets forth the consideration paid by Transportation
Components for each of the Founding Companies. These amounts do not include the
S Corporation Distributions or the distribution of Other Assets. (Dollars in
thousands.)
SHARES OF
COMPANY CASH COMMON STOCK
- ---------------------------------------- ------- ------------
Carter.................................. $ -- 871,006
TCC..................................... -- 1,042,909
Gear & Wheel............................ 3,255 793,163
Amparts................................. 4,702 881,574
Cook Brothers........................... -- 933,207
Plaza................................... 3,519 864,411
Universal............................... 1,200 476,364
Perfection.............................. 3,046 380,760
Drive Line.............................. -- 1,250,000
------- ------------
Total.............................. 15,722 7,493,394
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In connection with the Mergers, and as consideration for their interests in
the Founding Companies, certain officers, directors and holders of more than 5%
of the outstanding shares of the Company, together with trusts for which they
act as trustees, received cash and beneficial ownership of shares of Common
Stock of the Company as follows. These amounts do not include any S Corporation
Distributions or distributions of Other Assets. (Dollars in thousands.)
SHARES OF
NAME CASH COMMON STOCK
- ---------------------------------------- ----- ------------
Thomas A. Work(1)....................... -- 480,067
Peter D. Lund........................... -- 1,000,009
Rudolfo A. Duemichen.................... 1,553 293,858
Henry B. Cook, Jr....................... -- 280,357
Louis J. Boggeman, Jr................... 1,940 606,099
Ronald G. Short......................... 80 91,193
Maura L. Berney......................... 523 130,569
James R. Davis.......................... -- 918,163
Everett W. Petry........................ 1,108 500,000
- ------------
(1) Includes 334,947 shares of Common Stock issuable on the exercise of warrants
to purchase Common Stock having an exercise price of $6.12 per share.
Pursuant to the agreements entered into in connection with the Mergers, the
stockholders of the Founding Companies have agreed not to compete with the
Company for five years, commencing on the date of consummation of the IPO.
Certain of the Founding Companies have incurred indebtedness which has been
personally guaranteed by their stockholders or by entities controlled by their
stockholders. At March 31, 1998, the aggregate amount of indebtedness of these
Founding Companies that was subject to personal guarantees was approximately
$29.3 million. The Company used its revolving credit facility to refinance this
indebtedness.
LEASES OF REAL PROPERTY BY FOUNDING COMPANIES
After the consummation of the Mergers, certain of the Founding Companies
leased facilities from former stockholders of the Founding Companies or their
affiliates, which are described below. Each of these leases provided for an
initial term of five years, with three renewal options of five years each. The
rent for each lease will be adjusted at the end of each year during the initial
term and any renewal term in accordance with the change in the Consumer Price
Index during the prior year, with each yearly increase not to exceed 5%. The
tenant under each lease pays for all utilities, taxes and insurance on the
leased property. The tenant also has a right of first refusal to purchase each
leased property. The Company believes that the economic terms of each of these
leases do not exceed fair market value.
Cook Brothers leases the following facilities from H & B Properties,
L.L.C., a limited liability company of which Henry B. Cook, Jr., who is a
director of the Company, is a member: (i) 118 Brown Street, Pittston,
Pennsylvania 18640; (ii) 69 Whitney Avenue, Binghamton, New York 13901; (iii)
123 Philo Road West, Elmira, New York 14903; (iv) 206 South Main Street, Homer,
New York 13077; (v) 156 Newbury Street, Rochester, New York 14613; and (vi) 200
Curry Drive, Martinsville, Indiana 46151. The leases provide for annual rent of
$68,439, $27,735, $56,731, $21,309, $57,978 and $27,678, respectively during the
initial term.
Cook Brothers subleases its facilities at (i) 66 Oak Street, Deposit, New
York and (ii) 67 Whitney Avenue, Binghamton, New York from H&B Properties,
L.L.C. The facility located in Deposit provides for a two year term and the
facility located in Binghamton provides for a ten year term. The subleases
provide for annual rent of $45,600, and $12,000, respectively. Neither facility
provides for a renewal option nor a purchase option under the terms of each
sublease.
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Cook Brothers leases its facility at 76 Frederick Street, Binghamton, New
York 13901 from H & B Properties, L.L.C. which is owned by various Cook family
members including Henry B. Cook, Jr., who is a director of the Company. The
lease provides for a total annual rent of $91,733 during the initial term.
TCC leases its facility at 2006 13th Street South East, Brainerd, Minnesota
56401 from Lund Properties, L.L.C., a limited liability company of which Peter
D. Lund, who is a director of the Company, is a member. The lease provides for
an initial term of ten years, with two renewal options of five years each and a
total annual rent of $48,000 during the initial term.
TCC leases the following facilities from Lund Properties, Ltd., a limited
partnership of which Peter D. Lund, who is a director of the Company, is a
partner: (i) 3924 12th Avenue North, Fargo, North Dakota 58102; (ii) 4001 North
Cliff Avenue, Sioux Falls, South Dakota 57104; (iii) 801 North Bluemound Drive,
Appleton, Wisconsin 54912; (iv) 3900 Delaware Avenue, Des Moines, Iowa 50313;
and (v) I-94 and Highway 54, Black River Falls, Wisconsin 54615. The leases
provide for annual rent of $70,800, $37,200, $50,400, $42,000 and $72,000,
respectively during the initial term. The leases for the properties located in
Fargo and Black River Falls provide for an initial term of 10 years, with two
renewal options of five years each. TCC leases the following facilities from Mr.
Lund: (i) 3275 Dodd Road, Eagan, Minnesota and (ii) 4700 North 124th Street,
Wauwatosa, Wisconsin 53213. The leases provide for annual rent of $132,000 and
$108,000, respectively during the initial term.
Plaza or one of its wholly-owned subsidiaries sold four facilities to KPPJ
Partners, L.P., a partnership in which Louis J. Boggeman, Jr., who is a director
and an executive officer of the Company, is the Manager of the general partner
thereof and KPPJ Partners, L.P. leases back such facilities to Plaza or one of
its wholly-owned subsidiaries. The sales prices for each facility, and the
corresponding annual rent during the initial term of the lease are set forth
below:
SALES ANNUAL
FACILITY PRICE RENT
- ---------------------------------------- ------------ --------
1534 & 1536 Broadway ...................
St. Louis, Missouri 63104 $ 345,878 $ 41,505
311 Marion Street ......................
St. Louis, Missouri 63104 $ 550,515 $ 66,062
1520 Broadway ..........................
St. Louis, Missouri 63104 $ 394,830 $ 47,380
1601 West Eilerman .....................
Litchfield, Illinois 62056 $ 227,910 $ 27,349
------------ --------
Totals............................. $ 1,519,133 $182,296
Gear & Wheel leases 1419 SW 12th Street, Ocala, Florida 34474 from Everett
W. Petry, who is a director of the Company, for an annual rent of $66,780 during
the initial term. Gear & Wheel leases 1900 West New Hampshire Street, Orlando,
Florida 32804 from a company owned by Everett W. Petry and James R. Davis for an
annual rent during the initial term based on an independent determination of the
fair market rent for such facility.
Universal leases its facility at 2354 E. Minor Street, Stockton, California
95205 from Terry V. Short and his spouse pursuant to an existing lease. Mr.
Short is an officer of Universal. Universal has guaranteed a loan of
approximately $115,000 to Mr. Short and his spouse which is secured by an
assignment of such lease. Mr. Short has agreed either to have this guarantee and
lien released within 120 days after the closing of the IPO or to pay off the
loan. After either such event, a new lease will be executed by Universal with
Mr. Short and his spouse on the terms described in the first paragraph of this
section. Both the existing lease and the new lease provide for a total annual
rent of $54,000 during the initial term.
Drive Line transferred its facilities at 5290 Hiatus Road, Sunrise, Florida
33351 and 410 E. Jackson, Marshfield, Missouri 65706 to James R. Davis and
Joseph P. Akra, who lease back the Sunrise, Florida facility to Drive Line. The
Marshfield, Missouri facility is not material to Drive Line's business. Mr.
Davis and Mr. Akra are as officers of Drive Line. The annual rent for the
initial term of the Sunrise, Florida lease
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is based on an independent determination of the fair market rent for such
facility. Messrs. Davis and Akra will not receive any rent payments during the
initial year of the lease.
The Company has adopted a policy that, whenever possible, it will not own
any real estate. Accordingly, in connection with future acquisitions, the
Company may require the distribution of real property owned by acquired
companies to its stockholders and the leaseback of such property at fair market
value.
OTHER TRANSACTIONS
Amparts buys parts from and sells parts to KICI, KIC Worldwide, Inc. and
KIC Holdings, Inc. ("KIC Holdings") (collectively, the "KIC Companies").
Until December 31, 1997, Rodolfo A. Duemichen, who is a director of the Company,
was a shareholder of one of the KIC Companies, KIC Holdings. For the year ended
December 31, 1995, Amparts purchased a total of $410,000 of parts from the KIC
Companies, sold a total of $83,000 of parts to the KIC Companies and had
accounts receivable from the KIC Companies of $42,000 and accounts payable to
the KIC Companies of $38,000. For the year ended December 31, 1996, Amparts
purchased a total of $646,000 of parts from the KIC Companies, sold a total of
$126,000 of parts to the KIC Companies and had accounts receivable from the KIC
Companies of $44,000 and accounts payable to the KIC Companies of $28,000. For
the year ended December 31, 1997, Amparts purchased a total of $430,000 of parts
from the KIC Companies, sold a total of $85,000 of parts to the KIC Companies
and had accounts receivable from the KIC Companies of $328,000 and accounts
payable to the KIC Companies of $49,000. Mr. Duemichen sold all of his interest
in KIC Holdings on December 31, 1997.
Additionally, Amparts has an agreement with KICI whereby KICI is permitted
to allocate to and charge Amparts for certain administrative expenses incurred
by KICI on Amparts' behalf. These administrative expenses include office rent
paid by KICI on Amparts' behalf, warehouse charges related to Amparts' products
shipped through KICI's facilities and direct personnel costs incurred by KICI on
Amparts' behalf. Total amounts charged to Amparts by KICI for these
administrative expenses were approximately $293,000, $343,000 and $299,000 for
the years ended December 31, 1995, 1996 and 1997, respectively. Similarly,
Amparts has agreed to provide KICI with certain parts assembly, sales and
administrative support services and product sourcing for a period, subject to
renewal, ending December 31, 1998. In addition, with respect to the sale of
trailer axles, hubs and drums, KICI has agreed not to compete with Amparts in
Mexico and South and Central America and Amparts has agreed not to compete with
KICI in any other countries for a period ending no later than April 30, 2003.
As of March 1998, Drive Line owed $1,053,659 to James R. Davis, who is an
owner of more than 5% of the Common Stock owner of the Company, payable on
demand, including interest at the rate of 10.0%. The Company paid this
obligation at the closing of the IPO.
Plaza has a consulting services agreement with Louis J. Boggeman, Sr., the
father of Louis J. Boggeman, Jr., who is a director and Chief Operating Officer
of the Company. This consulting services agreement provides compensation of
one-half of Mr. Boggeman's then current salary. An additional agreement provides
for monthly payments of $5,000 to Mrs. Boggeman, Louis J. Boggeman, Jr.'s
mother, upon the death of Louis J. Boggeman, Sr. The monthly payment is adjusted
annually by the percentage increase in the consumer price index over the base
index of March 1990.
Additionally, Plaza is a party to a buying group through which Plaza made
$4.0 million of inventory purchases. Louis J. Boggeman, Jr. is currently serving
a three-year term that expires in November 2000 on the board of directors of the
buying group.
During fiscal years 1995, 1996 and 1997, approximately $136,000, $176,000
and $750,000 or approximately 1.5%, 1.6% and 6.3%, respectively, of Perfection's
sales were made to UPCO Manufacturing, Inc. ("UPCO"), a company of which Maura
L. Berney, who is a director of the Company, was a shareholder. For the years
ended September 30, 1995, 1996 and 1997, approximately $29,000, $42,000 and
$196,000, respectively, included in trade accounts receivable was due from UPCO.
Ms. Berney sold all of her interest in UPCO on February 27, 1998.
On May 1, 1994, Cook Brothers agreed to pay an annuity of $1,908.33 per
month to Ruth Cook, the mother of Henry B. Cook, Jr. Cook Brothers is obligated
under a note held by Janet Cook, the former wife
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of Henry B. Cook, Jr., which bears interest at 10% and requires monthly payments
of $2,750 until January 14, 2009.
On April 22, 1996, Mr. Cook executed a note that is held by Cook Brothers
in the principal amount of $149,237 with monthly payments of $1,491.67 until the
principal of the note is repaid. This note represented prior undocumented
amounts loaned to Mr. Cook since 1981. On April 15, 1998, this note was
refinanced and consolidated into a note executed by Mr. Cook and held by Cook
Brothers in the principal amount of $261,893. This note bears no interest and is
due June 30, 2003. The principal amount reflects loans made by Cook Brothers and
its affiliate, NEC Leasing, Inc., a company of which Mr. Cook is a shareholder,
to Mr. Cook at various times from 1981 to March 31, 1998.
At various times from June 30, 1989 through December 31, 1997, Cook
Brothers loaned an aggregate of $324,282 to Heavy Duty Diesel, Inc., a company
of which Mr. Cook is a stockholder. As of March 31, 1998, the outstanding
balance of this loan was $324,282. This loan bears no interest, is unsecured and
has no stated maturity date.
Cook Brothers is a party to a buying group through which Cook Brothers made
$4.5 million of inventory purchases. Henry B. Cook, Jr. is currently serving a
three year term that expires on April 23, 1999 on the board of directors of the
buying group.
TCC is the guarantor of approximately $1,000,000 of indebtedness incurred
on August 29, 1997 for the purchase of the properties at 3275 Dodd Road, Eagan,
Minnesota and 4700 North 124th Street, Wauwatosa, Wisconsin 53213 by Peter D.
Lund, who is the President of TCC and a director of the Company. Mr. Lund and
the Company intend to seek the termination of this guaranty shortly after the
closing of the IPO. These properties are leased by TCC from Mr. Lund.
TCC is a party to a buying group through which TCC made approximately $1.2
million of inventory purchases. Peter D. Lund, who is a director of the Company,
is currently serving a three year term that expires on April 23, 1998 on the
board of directors of the buying group.
COMPANY POLICY
Any future transactions with directors, officers, employees or affiliates
of the Company are anticipated to be minimal and must be approved in advance by
a majority of disinterested members of the Board of Directors.
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<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of the Common Stock, after giving effect to the Mergers and the IPO,
by (i) each person known to own beneficially more than 5% of the outstanding
shares of Common Stock; (ii) each Company director; (iii) each executive
officer; and (iv) all executive officers and directors as a group. All persons
listed have an address c/o the Company's principal executive offices and have
sole voting and investment power with respect to their shares unless otherwise
indicated.
SHARES BENEFICIALLY
OWNED
---------------------
NUMBER PERCENT
--------- -------
Notre Capital Ventures II, L.L.C........ 2,162,388 12.6%
John R. Oren(1)......................... 2,172,388 12.6
Peter D. Lund........................... 1,000,009 5.8
James R. Davis(2)....................... 918,163 5.3
Louis J. Boggeman, Jr.(3)............... 606,099 3.5
Everett W. Petry(4)..................... 500,000 2.9
Thomas A. Work(5)....................... 480,067 2.8
Rodolfo A. Duemichen.................... 320,858 1.9
Henry B. Cook, Jr....................... 280,357 1.6
J. David Gooch.......................... 275,329 1.6
T. Michael Young(6)..................... 263,500 1.5
Maura L. Berney(7)...................... 155,726 *
Hugh H.N. McConnell, Jr................. 100,000 *
Ronald G. Short......................... 91,192 *
Paul E. Pryzant......................... 75,000 *
Daniel T. Bucaro........................ 75,000 *
Wayne S. Rachlen........................ 50,000 *
Marlise C. Skinner...................... 50,000 *
Louie A. Hamilton....................... 50,000 *
Lawrence K. King(8)(9).................. 34,250 *
I.T. Corley(9).......................... 30,000 *
All executive officers, directors and
named directors as a group (19
persons).............................. 6,609,775 38.5
- ------------
* Less than 1%.
(1) Includes 10,000 shares of Common Stock issuable upon the exercise of options
granted under the Directors' Plan and 2,162,388 shares of Common Stock
issued to Notre. Mr. Oren is a Managing Director of Notre.
(2) Includes 145,930 shares of Common Stock issued to a trust of which Mr.
Davis' wife is the trustee and beneficiary of which Mr. Davis claims
beneficial ownership.
(3) Includes 269,732 shares of Common Stock held in custody by Mr. Boggeman for
the benefit of his minor children.
(4) Includes 250,000 shares of Common Stock issued to a trust of which Mr.
Petry's wife is the trustee and beneficiary of which Mr. Petry claims
beneficial ownership.
(5) Includes 334,947 shares of Common Stock issuable on the exercise of warrants
to purchase Common Stock having an exercise price of $6.12 per share.
(6) Includes 12,500 shares of Common Stock issuable on conversion of a
convertible note issued by Notre which is convertible into Common Stock of
the Company owned by Notre.
(7) Includes 25,157 shares of Common Stock held in escrow as to which Ms. Berney
claims beneficial ownership.
(8) Includes 6,250 shares of Common Stock issuable on conversion of a
convertible note issued by Notre which is convertible into Common Stock of
the Company owned by Notre.
(9) Includes 10,000 shares of Common Stock issuable upon the exercise of options
granted under the Directors' Plan.
60
<PAGE>
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company consists of 107,000,000 shares
of capital stock, consisting of 100,000,000 shares of Common Stock, par value
$0.01 per share, 2,000,000 shares of Restricted Common Stock, par value $0.01
per share, and 5,000,000 shares of Preferred Stock, par value $0.01 per share
("Preferred Stock"). Upon completion of the Mergers and the IPO, the Company
had outstanding 16,512,611 shares of Common Stock, including 1,912,388 shares of
Restricted Common Stock and no shares of Preferred Stock. The following
discussion is qualified in its entirety by reference to the Restated Certificate
of Incorporation of Transportation Components, which is included as an exhibit
to the Registration Statement of which this Prospectus is a part.
COMMON STOCK AND RESTRICTED COMMON STOCK
The holders of Common Stock are each entitled to one vote for each share
held on all matters to which they are entitled to vote, including the election
of directors. The holders of Restricted Common Stock, voting together as a
single class, are entitled to elect one member of the Company's Board of
Directors and to 0.75 of one vote for each share held on all other matters on
which they are entitled to vote. Holders of Restricted Common Stock are not
entitled to vote on the election of any other directors. Upon consummation of
this Offering, the Board of Directors will be classified into three classes as
nearly equal in number as possible, with the term of each class expiring on a
staggered basis. The classification of the Board of Directors may make it more
difficult to change the composition of the Board of Directors and thereby may
discourage or make more difficult an attempt by a person or group to obtain
control of the Company. Cumulative voting for the election of directors is not
permitted. Any director, or the entire Board of Directors, may be removed at any
time, with cause, by a majority of the aggregate number of votes which may be
cast by the holders of outstanding shares of Common Stock and Restricted Common
Stock entitled to vote for the election of directors, provided, however, that
only the holders of the Restricted Common Stock may remove the director such
holders are entitled to elect.
Subject to the rights of any then outstanding shares of Preferred Stock,
holders of Common Stock and Restricted Common Stock are entitled to participate
pro rata in such dividends as may be declared in the discretion of the Board of
Directors out of funds legally available therefor. Holders of Common Stock and
Restricted Common Stock are entitled to share ratably in the net assets of the
Company upon liquidation after payment or provision for all liabilities and any
preferential liquidation rights of any Preferred Stock then outstanding. Holders
of Common Stock and holders of Restricted Common Stock have no preemptive rights
to purchase shares of stock of the Company. Shares of Common Stock are not
subject to any redemption provisions and are not convertible into any other
securities of the Company. Shares of Restricted Common Stock are not subject to
any redemption provisions but are convertible into Common Stock, on the
occurrence of certain events. All outstanding shares of Common Stock and
Restricted Common Stock are, and the shares of Common Stock to be issued
pursuant to this Offering and the Mergers will be upon payment therefor, fully
paid and non-assessable.
Each share of Restricted Common Stock will automatically convert to Common
Stock on a share-for-share basis (i) in the event of a disposition of such share
of Restricted Common Stock by the holder thereof (other than a distribution
which is a distribution by a holder to its partners or beneficial owners, or a
transfer to a related party of such holder (as defined in Sections 267, 707, 318
and/or 4946 of the Internal Revenue Code of 1986, as amended)), (ii) in the
event any person acquires beneficial ownership of 15% or more of the outstanding
shares of Common Stock, or (iii) in the event any person offers to acquire 15%
or more of the total number of outstanding shares of Common Stock. After June
30, 1999, the Board of Directors may elect to convert any outstanding shares of
Restricted Common Stock into shares of Common Stock in the event 80% or more of
the originally outstanding shares of Restricted Common Stock have been
previously converted into shares of Common Stock.
The Common Stock trades on the New York Stock Exchange under the symbol
"TUI." The Restricted Common Stock is not listed on any exchange.
61
<PAGE>
PREFERRED STOCK
The Preferred Stock may be issued from time to time by the Board of
Directors in one or more series. Subject to the provisions of the Company's
Certificate of Incorporation and limitations prescribed by law, the Board of
Directors is expressly authorized to adopt resolutions to issue the shares, to
fix the number of shares and to change the number of shares constituting any
series and to provide for or change the voting powers, designations, preferences
and relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof, including dividend rights (including
whether dividends are cumulative), dividend rates, terms of redemption
(including sinking fund provisions), redemption prices, conversion rights and
liquidation preferences of the shares constituting any series of the Preferred
Stock, in each case without any further action or vote by the stockholders. The
Company has no current plans to issue any shares of Preferred Stock.
One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of the Preferred Stock pursuant to the Board of
Directors' authority described above may adversely affect the rights of the
holders of Common Stock. For example, Preferred Stock issued by the Company may
rank prior to the Common Stock and Restricted Common Stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of Common Stock. Accordingly, the issuance of
shares of Preferred Stock may discourage bids for the Common Stock or may
otherwise adversely affect the market price of the Common Stock.
STATUTORY BUSINESS COMBINATION PROVISION
The Company is subject to Section 203 of the DGCL which, with certain
exceptions, prohibits a Delaware corporation from engaging in any of a broad
range of business combinations with any "interested stockholder" for a period
of three years following the date that such stockholder became an interested
stockholder, unless: (i) prior to such date, the Board of Directors of the
corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder, (ii) upon
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, excluding for purposes of determining the number of shares
outstanding those shares owned (a) by persons who are directors and officers and
(b) by employee stock plans in which employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer, or (iii) on or after such date, the
business combination is approved by the Board of Directors and authorized at an
annual or special meeting of stockholders by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder. An "interested stockholder" is defined as any person that is (a)
the owner of 15% or more of the outstanding voting stock of the corporation or
(b) an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of the corporation at any time within the
three-year period immediately prior to the date on which it is sought to be
determined whether such person is an interested stockholder.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS
Pursuant to the Company's Certificate of Incorporation and as permitted by
Delaware law, directors of the Company are not liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability in connection with a breach of duty of loyalty, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, for dividend payments or stock repurchases illegal under Delaware law or
any transaction in which a director has derived an improper personal benefit.
Additionally, the Certificate of Incorporation of the Company provides that
directors and officers of the Company shall be, and at the discretion of the
Board of Directors non-officer employees and agents may be, indemnified by the
Company to the fullest extent authorized by Delaware law, as it now exists or
may in
62
<PAGE>
the future be amended, against all expenses and liabilities actually and
reasonably incurred in connection with service for or on behalf of the Company
and further permits the advancing of expenses incurred in defense of claims.
The Certificate of Incorporation also provides that any action required or
permitted to be taken by the stockholders of the Company at an annual or special
meeting of stockholders must be effected at a duly called meeting and may not be
taken or effected by a written consent of stockholders in lieu thereof. The
Company's Bylaws provide that a special meeting of stockholders may be called
only by the Chief Executive Officer, by a majority of the Board of Directors or
by a majority of the Executive Committee of the Board of Directors. The Bylaws
provide that only those matters set forth in the notice of the special meeting
may be considered or acted upon at that special meeting. To amend or repeal the
Company's Bylaws, an amendment or repeal thereof must first be approved by the
Board of Directors or by the affirmative vote of the holders of at least 66 2/3%
of the total votes eligible to be cast by holders of voting stock with respect
to such amendment or repeal.
The Company's Bylaws establish an advance notice procedure with regard to
the nomination, other than by or at the direction of the Board of Directors or a
committee thereof, of candidates for election as directors (the "Nomination
Procedure") and with regard to other matters to be brought by stockholders
before an annual meeting of stockholders of the Company (the "Business
Procedure"). The Nomination Procedure requires that a stockholder give prior
written notice, in proper form, of a planned nomination for the Board of
Directors to the Secretary of the Company. The requirements as to the form and
timing of that notice are specified in the Company's Bylaws. If the Chairman of
the Board of Directors determines that a person was not nominated in accordance
with the Nomination Procedure, such person will not be eligible for election as
a director. Under the Business Procedure, a stockholder seeking to have any
business conducted at an annual meeting must give prior written notice, in
proper form, to the Secretary of the Company. The requirements as to the form
and timing of that notice are specified in the Company's Bylaws. If the Chairman
of the Board of Directors determines that the other business was not properly
brought before such meeting in accordance with the Business Procedure, such
business will not be conducted at such meeting.
Although the Company's Bylaws do not give the Board of Directors any power
to approve or disapprove stockholder nominations for the election of directors
or of any other business desired by stockholders to be conducted at an annual or
any other meeting, the Company's Bylaws (i) may have the effect of precluding a
nomination for the election of directors or precluding the conduct of business
at a particular meeting if the proper procedures are not followed or (ii) may
discourage or deter a third party from conducting a solicitation of proxies to
elect its own slate of directors or otherwise attempting to obtain control of
the Company, even if the conduct of such solicitation or such attempt might be
beneficial to the Company and its stockholders.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock is American Stock
Transfer & Trust Company, 46 Wall Street, New York, New York 10005.
63
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
The Company has outstanding 16,512,611 shares of Common Stock. The
5,750,000 shares sold in the IPO are freely tradeable without restriction unless
acquired by affiliates of the Company. None of the remaining outstanding shares
of Common Stock or Restricted Common Stock have been registered under the
Securities Act, which means that they may be resold publicly only upon
registration under the Securities Act or in compliance with an exemption from
the registration requirements of the Securities Act, including the exemption
provided by Rule 144 thereunder.
In general, under Rule 144, if a period of at least one year has elapsed
between the later of the date on which restricted securities were acquired from
the Company or the date on which they were acquired from an affiliate, the
holder of such restricted securities (including an affiliate) is entitled to
sell a number of shares within any three-month period that does not exceed the
greater of (i) one percent of the then outstanding shares of the Common Stock
(approximately 165,126 shares as of the date of this Prospectus) or (ii) the
average weekly reported volume of trading of the Common Stock during the four
calendar weeks preceding such sale. Sales under Rule 144 are also subject to
certain requirements pertaining to the manner of such sales, notices of such
sales and the availability of current public information concerning the Company.
Affiliates may sell shares not constituting restricted securities in accordance
with the foregoing volume limitations and other requirements but without regard
to the one year holding period. Under Rule 144(k), if a period of at least two
years has elapsed between the later of the date on which restricted securities
were acquired from the Company and the date on which they were acquired from an
affiliate, a holder of such restricted securities who is not an affiliate at the
time of the sale and who has not been an affiliate for at least three months
prior to the sale is entitled to sell the shares immediately without regard to
the volume limitations and other conditions described above.
The Company and its officers, directors and certain stockholders who
beneficially own 10,762,611 shares in the aggregate have agreed not to sell or
otherwise dispose of any shares of Common Stock for a period of 180 days after
the IPO without the prior written consent of Bear, Stearns & Co. Inc. except
that the Company may issue Common Stock in connection with acquisitions or in
connection with the Plan and the Directors' Plan (the "Plans") or upon
conversion of shares of the Restricted Common Stock. In addition, all of the
stockholders of the Founding Companies, certain other stockholders and the
Company's officers and directors, who beneficially own 10,762,611 shares in the
aggregate, have agreed with the Company that they will not sell any of their
shares for a period of two years after the closing of the IPO except with the
consent of the Company.
The Company is hereby registering 10,000,000 shares of its Common Stock
under the Securities Act for use by the Company in connection with future
acquisitions. Pursuant to the provisions of Rule 145 under the Securities Act,
the volume limitations and certain other requirements of Rule 144 under the
Securities Act will apply to resales of these shares by affiliates of the
businesses the Company acquires for a period of one year from the date of the
acquisition of the shares of Common Stock (or such shorter period as the
Securities and Exchange Commission may prescribe). In some instances, the
Company may also contractually restrict the sale of shares issued in connection
with future acquisitions.
No prediction can be made as to the effect, if any, that the sale of shares
or the availability of shares for sale will have on the market price for the
Common Stock prevailing from time to time. Nevertheless, sales, or the
availability for sale of, substantial amounts of the Common Stock in the public
market could adversely affect prevailing market prices and the future ability of
the Company to raise equity capital and complete any additional acquisitions for
Common Stock.
64
<PAGE>
PLAN OF DISTRIBUTION
This prospectus covers the offer and sale of up to 10,000,000 shares of
Common Stock, which the Company may issue from time to time in connection with
future direct and indirect acquisitions of other businesses, properties or
securities in business combination transactions.
The Company expects that the (i) terms on which it may issue the shares of
Common Stock covered hereby will be determined by direct negotiations with the
owners or controlling persons of the businesses or assets to be acquired and
(ii) the shares of Common Stock issued will be valued at prices reasonably
related to market prices prevailing either at the time an acquisition agreement
is executed or at or about the time of delivery of shares.
EXPERTS
The financial statements of TCC, Gear & Wheel, Amparts, Cook Brothers,
Plaza, Perfection and Drive Line included in this Prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
The financial statements of Carter included elsewhere in the Prospectus
have been audited by Ernst & Young LLP, independent auditors, as indicated in
their reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
AVAILABLE INFORMATION
The Company has filed with the Commission a Registration Statement (which
term encompasses any and all amendments thereto) under the Securities Act with
respect to the Common Stock offered hereby. This Prospectus, which is filed as
part of the Registration Statement, does not contain all the information set
forth in the Registration Statement and the exhibits and schedules thereto,
certain items of which were omitted in accordance with the rules and regulations
of the Commission. Statements made in this Prospectus concerning the contents of
any contract, agreement or other document referred to are summaries of the terms
of such contract, agreement or other document and are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is hereby made to the exhibit
for a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirely by such reference. For further
information with respect to the Company, reference is hereby made to the
Registration Statements and such exhibits and schedules filed as a part thereof,
which may be inspected, without charge, at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the Commission:
7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all or
any portion of the Registration Statement may be obtained from the Public
Reference facilities of the Commission, upon payment of the prescribed fees. The
Registration Statement is also available on the Internet at the Commission's
World Wide Web site at http://www.sec.gov.
The Common Stock is listed on the NYSE under the symbol "TUI," and
reports, proxy statements and other information concerning the Company can be
inspected and copied at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005.
The Company is subject to the reporting requirements under the Exchange Act
and, in accordance therewith, files reports, proxy statements, information
statements and other information with the Commission. The Company intends to
furnish annual reports to its shareholders containing audited financial
statements reported on by an independent certified public accounting firm and
quarterly reports containing unaudited summary financial information for each of
the first three quarters of each year.
65
<PAGE>
INDEX TO FINANCIAL STATEMENTS
PAGE
-----
UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
Basis of Presentation........... F-3
Unaudited Pro Forma Combined
Balance Sheet as of March 31,
1998........................... F-4
Unaudited Pro Forma Combined
Statement of Operations for the
Year Ended December 31, 1997... F-5
Unaudited Pro Forma Combined
Statement of Operations for the
Three Months Ended March 31,
1998........................... F-6
Notes to Unaudited Pro Forma
Combined Financial
Statements..................... F-7
HISTORICAL FINANCIAL STATEMENTS
TRANSPORTATION COMPONENTS, INC.
Report of Independent Public
Accountants.................... F-12
Balance Sheets.................. F-13
Statements of Operations........ F-14
Statements of Stockholders'
Equity......................... F-15
Statements of Cash Flows........ F-16
Notes to Financial Statements... F-17
CHARLES W. CARTER CO. -- LOS
ANGELES
Report of Independent
Auditors....................... F-20
Consolidated Balance Sheets..... F-21
Consolidated Statements of
Operations..................... F-22
Consolidated Statements of
Stockholders' Equity........... F-23
Consolidated Statements of Cash
Flows.......................... F-24
Notes to Consolidated Financial
Statements..................... F-25
TRANSPORTATION COMPONENTS GROUP
(TCC)
Report of Independent Public
Accountants.................... F-33
Combined Balance Sheets......... F-34
Combined Statements of
Operations..................... F-35
Combined Statements of
Shareholders' Equity........... F-36
Combined Statements of Cash
Flows.......................... F-37
Notes to Combined Financial
Statements..................... F-38
GEAR & WHEEL GROUP
Report of Independent Public
Accountants.................... F-45
Combined Balance Sheets......... F-46
Combined Statements of
Operations..................... F-47
Combined Statements of
Shareholders' Equity........... F-48
Combined Statements of Cash
Flows.......................... F-49
Notes to Combined Financial
Statements..................... F-50
AMPARTS GROUP
Report of Independent Public
Accountants.................... F-56
Combined Balance Sheets......... F-57
Combined Statements of
Operations..................... F-58
Combined Statements of
Shareholders' Equity........... F-59
Combined Statements of Cash
Flows.......................... F-60
Notes to Combined Financial
Statements..................... F-61
F-1
<PAGE>
PAGE
-----
THE COOK BROTHERS COMPANIES, INC.
Report of Independent Public
Accountants.................... F-68
Consolidated Balance Sheets..... F-69
Consolidated Statements of
Operations..................... F-70
Consolidated Statements of
Stockholders' Equity........... F-71
Consolidated Statements of Cash
Flows.......................... F-72
Notes to Consolidated Financial
Statements..................... F-73
PLAZA AUTOMOTIVE, INC.
Report of Independent Public
Accountants.................... F-81
Consolidated Balance Sheets..... F-82
Consolidated Statements of
Operations..................... F-83
Consolidated Statements of
Shareholders' Equity........... F-84
Consolidated Statements of Cash
Flows.......................... F-85
Notes to Consolidated Financial
Statements..................... F-86
PERFECTION GROUP
Report of Independent Public
Accountants.................... F-93
Consolidated Balance Sheets..... F-94
Consolidated Statements of
Operations..................... F-95
Consolidated Statements of
Shareholders' Equity........... F-96
Consolidated Statements of Cash
Flows.......................... F-97
Notes to Consolidated Financial
Statements..................... F-98
DRIVE LINE, INC.
Report of Independent Public
Accountants.................... F-104
Balance Sheets.................. F-105
Statements of Operations........ F-106
Statements of Shareholders'
Equity......................... F-107
Statements of Cash Flows........ F-108
Notes to Financial Statements... F-109
F-2
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
On June 24, 1998, Transportation Components, Inc. (TransCom USA or the
Company) consummated its initial public offering (the Offering) and the mergers
(the Mergers) of nine companies. The following unaudited pro forma combined
financial statements give effect to the mergers by TransCom USA, of
substantially all of the outstanding capital stock of Charles W. Carter
Co. -- Los Angeles (Carter), Transportation Components Group (TCC), The Cook
Brothers Companies, Inc. (Cook Brothers), Gear & Wheel Group (Gear & Wheel),
Amparts International, Inc. (Amparts), Plaza Automotive, Inc. (Plaza),
Perfection Group (Perfection), Drive Line, Inc. (Drive Line), and Universal
Fleet Supply, Inc. (Universal), (together, the Founding Companies). TransCom USA
and the Founding Companies are hereinafter referred to as the Company. These
Mergers will be accounted for using the purchase method of accounting. TransCom
USA has been identified as the accounting acquiror in accordance with Securities
and Exchange Commission Staff Accounting Bulletin No. 97 which states that the
combining company which receives the largest portion of voting rights in the
combined corporation is presumed to be the acquiror for accounting purposes. The
unaudited pro forma combined financial statements also give effect to the
issuance of common stock in connection with the Offering and as partial
consideration for the acquisitions to the sellers of the Founding Companies.
These pro forma statements are based on the historical financial statements of
the Founding Companies included elsewhere in this Prospectus and the estimates
and assumptions set forth below and in the notes to the unaudited pro forma
combined financial statements.
The unaudited pro forma combined balance sheet gives effect to the Mergers
and the Offering as if they had occurred on March 31, 1998. The unaudited pro
forma combined statement of operations give effect to these transactions as if
they had occurred on January 1, 1997.
TransCom USA has preliminarily analyzed the benefits that it expects to be
realized from reductions in salaries, bonuses and certain benefits to the
owners. To the extent the owners of the Founding Companies have agreed
prospectively to reductions in salary, bonuses and benefits, these reductions
have been reflected in the unaudited pro forma combined statement of operations.
Additionally, reductions in interest expense as the result of the repayment of a
portion of the Founding Companies' debt have been reflected in the unaudited pro
forma combined statement of operations. With respect to other potential
benefits, TransCom USA has not and cannot quantify these benefits until
completion of the combination of the Founding Companies. It is anticipated that
these benefits will be offset by costs related to TransCom USA's new corporate
management and by the costs associated with being a public company. However,
because these costs cannot be accurately quantified at this time, they have not
been included in the pro forma financial information of TransCom USA.
The purchase price of the Founding Companies has been allocated based on
the estimated fair value of assets acquired and liabilities assumed. The pro
forma adjustments are based on estimates, available information and certain
assumptions and may be revised as additional information becomes available. In
the opinion of management, the final allocation of the purchase price will not
materially differ from these preliminary estimates. The unaudited pro forma
combined financial data presented herein do not purport to represent what the
Company's financial position or results of operations would have actually been
had such events occurred at the beginning of the periods presented, as assumed,
or to project the Company's financial position or results of operations for any
future period or the future results of the Founding Companies. The unaudited pro
forma combined financial statements should be read in conjunction with the
historical financial statements and notes thereto included elsewhere in this
Prospectus. Also see "Risk Factors" included elsewhere herein.
F-3
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED BALANCE SHEET -- MARCH 31, 1998
(IN THOUSANDS)
<TABLE>
<CAPTION>
TRANSCOM GEAR & COOK
USA CARTER TCC WHEEL AMPARTS BROTHERS PLAZA UNIVERSAL
-------- ------- ------- ------- ------- ------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 12 $ 14 $ 153 $ 212 $ 320 $ 1,225 $ 267 $ 192
Accounts receivable, net.......... -- 4,085 3,647 2,710 2,920 4,256 3,171 1,940
Receivable(s) from related
parties......................... -- 99 34 423 418 439 -- --
Notes receivable, current......... -- -- -- -- -- 764 -- --
Inventories....................... -- 9,935 4,785 7,688 5,836 10,313 3,986 2,348
Prepaid expenses and other........ -- 90 865 14 90 379 12 73
Deferred tax asset................ -- 423 189 -- -- 146 -- --
-------- ------- ------- ------- ------- ------- ------ ---------
Total current assets.......... 12 14,646 9,673 11,047 9,584 17,522 7,436 4,553
PROPERTY AND EQUIPMENT, net.......... -- 772 1,146 842 384 3,065 1,431 328
NOTES RECEIVABLE, net................ -- -- -- -- -- 2,207 -- --
DEFERRED TAX ASSET................... -- -- -- -- 277 -- 243 116
OTHER ASSETS......................... 2,968 662 155 67 33 27 535 30
GOODWILL............................. -- -- -- -- -- -- -- --
-------- ------- ------- ------- ------- ------- ------ ---------
Total assets.................. $ 2,980 $16,080 $10,974 $11,956 $10,278 $22,821 $9,645 $ 5,027
======== ======= ======= ======= ======= ======= ====== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses........................ $ 2,947 $ 5,135 $ 4,989 $ 1,987 $3,708 $ 3,122 $2,966 $ 1,994
Payable(s) to related parties..... -- 107 5 606 58 31 183 --
Line(s) of credit................. -- 4,313 1,981 1,940 1,736 7,922 1,400 1,000
Current maturities of long-term
debt............................ -- 145 87 239 -- 4,152 67 90
Deferred tax liability............ -- -- -- 636 857 -- 77 --
Other current liabilities......... -- 89 -- 30 -- -- -- --
Payable to Founding Companies'
stockholders.................... -- -- -- -- -- -- -- --
-------- ------- ------- ------- ------- ------- ------ ---------
Total current liabilities..... 2,947 9,789 7,062 5,438 6,359 15,227 4,693 3,084
LONG-TERM DEBT, net.................. -- 1,523 558 572 -- 4,436 211 108
PAYABLE TO RELATED PARTY............. -- -- -- 381 -- 249 787 --
DEFERRED TAX LIABILITY............... -- -- 354 332 -- 327 -- --
-------- ------- ------- ------- ------- ------- ------ ---------
Total liabilities............. 2,947 11,312 7,974 6,723 6,359 20,239 5,691 3,192
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY.......................... -- -- -- -- -- -- -- --
STOCKHOLDERS' EQUITY:
Preferred stock................... -- -- 717 -- -- -- -- --
Common stock...................... 33 265 40 8 713 424 11 10
Additional paid-in capital........ 7,958 207 13 -- -- -- --
Retained earnings................. (7,958 ) 5,387 2,243 5,287 3,206 3,010 3,943 1,825
Deferred compensation............. -- (1,091) -- -- -- -- -- --
Treasury stock, at cost........... -- -- -- (75) -- (852) -- --
-------- ------- ------- ------- ------- ------- ------ ---------
Total stockholders' equity.... 33 4,768 3,000 5,233 3,919 2,582 3,954 1,835
-------- ------- ------- ------- ------- ------- ------ ---------
Total liabilities and
stockholders' equity......... $ 2,980 $16,080 $10,974 $11,956 $10,278 $22,821 $9,645 $ 5,027
======== ======= ======= ======= ======= ======= ====== =========
PRO FORMA POST MERGER
PERFECTION DRIVE LINE TOTAL ADJUSTMENTS PRO FORMA ADJUSTMENTS
---------- ---------- -------- ----------- --------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 47 $ 28 $ 2,470 $ (684) $ 1,786 $ --
Accounts receivable, net.......... 2,534 1,011 26,274 (100) 26,174 --
Receivable(s) from related
parties......................... 26 604 2,043 (599) 1,444 --
Notes receivable, current......... -- -- 764 -- 764 --
Inventories....................... 3,414 2,016 50,321 4,042 54,363 --
Prepaid expenses and other........ 14 4 1,541 -- 1,541 --
Deferred tax asset................ 101 -- 859 -- 859 --
---------- ---------- -------- ----------- --------- ------------
Total current assets.......... 6,136 3,663 84,272 2,659 86,931 --
PROPERTY AND EQUIPMENT, net.......... 1,586 1,768 11,322 (847) 10,475 (1,519)
NOTES RECEIVABLE, net................ -- -- 2,207 -- 2,207 --
DEFERRED TAX ASSET................... 51 -- 687 18 705 --
OTHER ASSETS......................... 1 -- 4,478 (540) 3,938 (2,968)
GOODWILL............................. -- -- -- 47,192 47,192 --
---------- ---------- -------- ----------- --------- ------------
Total assets.................. $7,774 $5,431 $102,966 $ 48,482 $151,448 $ (4,487)
========== ========== ======== =========== ========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses........................ $2,833 $ 819 $ 30,500 $ (99) $ 30,401 $ (2,947)
Payable(s) to related parties..... -- 1,705 2,695 (599) 2,096 (1,882)
Line(s) of credit................. -- 984 21,276 -- 21,276 (3,326)
Current maturities of long-term
debt............................ 196 62 5,038 (113) 4,925 (2,911)
Deferred tax liability............ -- -- 1,570 2,426 3,996 --
Other current liabilities......... -- -- 119 -- 119 --
Payable to Founding Companies'
stockholders.................... -- -- -- 15,722 15,722 (15,722)
---------- ---------- -------- ----------- --------- ------------
Total current liabilities..... 3,029 3,570 61,198 17,337 78,535 (26,788)
LONG-TERM DEBT, net.................. 3,439 1,351 12,198 4,299 16,497 (13,597)
PAYABLE TO RELATED PARTY............. -- -- 1,417 -- 1,417 (382)
DEFERRED TAX LIABILITY............... -- -- 1,013 -- 1,013 --
---------- ---------- -------- ----------- --------- ------------
Total liabilities............. 6,468 4,921 75,826 21,636 97,462 (40,767)
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY.......................... 178 -- 178 (178) -- --
STOCKHOLDERS' EQUITY:
Preferred stock................... -- -- 717 (717) -- --
Common stock...................... 10 -- 1,514 (1,406) 108 57
Additional paid-in capital........ 606 37 8,821 53,015 61,836 36,223
Retained earnings................. 653 473 18,069 (26,027) (7,958 ) --
Deferred compensation............. -- -- (1,091) 1,091 -- --
Treasury stock, at cost........... (141) -- (1,068) 1,068 -- --
---------- ---------- -------- ----------- --------- ------------
Total stockholders' equity.... 1,128 510 26,962 27,024 53,986 36,280
---------- ---------- -------- ----------- --------- ------------
Total liabilities and
stockholders' equity......... $7,774 $5,431 $102,966 $ 48,482 $151,448 $ (4,487)
========== ========== ======== =========== ========= ============
</TABLE>
AS ADJUSTED
-----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......... $ 1,786
Accounts receivable, net.......... 26,174
Receivable(s) from related
parties......................... 1,444
Notes receivable, current......... 764
Inventories....................... 54,363
Prepaid expenses and other........ 1,541
Deferred tax asset................ 859
-----------
Total current assets.......... 86,931
PROPERTY AND EQUIPMENT, net.......... 8,956
NOTES RECEIVABLE, net................ 2,207
DEFERRED TAX ASSET................... 705
OTHER ASSETS......................... 970
GOODWILL............................. 47,192
-----------
Total assets.................. $ 146,961
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses........................ $ 27,454
Payable(s) to related parties..... 214
Line(s) of credit................. 17,950
Current maturities of long-term
debt............................ 2,014
Deferred tax liability............ 3,996
Other current liabilities......... 119
Payable to Founding Companies'
stockholders.................... --
-----------
Total current liabilities..... 51,747
LONG-TERM DEBT, net.................. 2,900
PAYABLE TO RELATED PARTY............. 1,035
DEFERRED TAX LIABILITY............... 1,013
-----------
Total liabilities............. 56,695
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY.......................... --
STOCKHOLDERS' EQUITY:
Preferred stock................... --
Common stock...................... 165
Additional paid-in capital........ 98,059
Retained earnings................. (7,958)
Deferred compensation............. --
Treasury stock, at cost........... --
-----------
Total stockholders' equity.... 90,266
-----------
Total liabilities and
stockholders' equity......... $ 146,961
===========
See accompanying notes to unaudited pro forma combined financial statements.
F-4
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
TRANSCOM GEAR & COOK
USA CARTER TCC WHEEL AMPARTS BROTHERS PLAZA
-------- ------- --------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES............................. $ -- $37,528 $ 33,001 $ 22,944 $22,687 $22,225 $ 20,721
COST OF SALES........................ -- 25,467 23,619 15,972 17,240 14,999 14,125
-------- ------- --------- -------- ------- -------- --------
Gross profit........................ -- 12,061 9,382 6,972 5,447 7,226 6,596
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................ 3,108 11,087 8,063 5,980 2,857 5,524 5,575
-------- ------- --------- -------- ------- -------- --------
Income from operations.............. (3,108 ) 974 1,319 992 2,590 1,702 1,021
OTHER INCOME (EXPENSE):
Interest expense.................... -- (530) (222) (210) (115 ) (1,182 ) (119)
Other income (expense), net......... -- 207 57 69 (126 ) 101 88
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARY............. -- -- -- -- -- -- --
-------- ------- --------- -------- ------- -------- --------
INCOME BEFORE INCOME TAXES........... (3,108 ) 651 1,154 851 2,349 621 990
PROVISION FOR INCOME TAXES........... -- 154 419 437 292 259 396
-------- ------- --------- -------- ------- -------- --------
NET INCOME........................... $(3,108 ) $ 497 $ 735 $ 414 $2,057 $ 362 $ 594
======== ======= ========= ======== ======= ======== ========
NET INCOME PER SHARE.....................................................................................................
SHARES USED IN COMPUTING PRO FORMA NET INCOME PER SHARE(1)...............................................................
DRIVE PRO FORMA
UNIVERSAL PERFECTION LINE TOTAL ADJUSTMENTS PRO FORMA
---------- ---------- --------- --------- ------------ ----------
REVENUES............................. $ 14,716 $ 14,657 $ 5,997 $ 194,476 $ 13,112 $ 207,588
COST OF SALES........................ 10,083 11,322 3,385 136,212 10,899 147,111
---------- ---------- --------- --------- ------------ ----------
Gross profit........................ 4,633 3,335 2,612 58,264 2,213 60,477
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................ 4,005 2,531 1,530 50,260 (3,766) 46,494
---------- ---------- --------- --------- ------------ ----------
Income from operations.............. 628 804 1,082 8,004 5,979 13,983
OTHER INCOME (EXPENSE):
Interest expense.................... (115) (269) (191) (2,953) 1,483 (1,470 )
Other income (expense), net......... 3 -- 47 446 25 471
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARY............. -- (33) -- (33) 33 --
---------- ---------- --------- --------- ------------ ----------
INCOME BEFORE INCOME TAXES........... 516 502 938 5,464 7,520 12,984
PROVISION FOR INCOME TAXES........... 158 200 -- 2,315 3,295 5,610
---------- ---------- --------- --------- ------------ ----------
NET INCOME........................... $ 358 $ 302 $ 938 $ 3,149 $ 4,225 $ 7,374
========== ========== ========= ========= ============ ==========
NET INCOME PER SHARE................. $ 0.45
==========
SHARES USED IN COMPUTING PRO FORMA NE 16,512,611
</TABLE>
(1) Includes (i) 2,162,388 shares issued to Notre Capital Ventures II, L.L.C.
(ii) 1,106,829 shares issued to management, directors and consultants of
TransCom USA, (iii) 7,493,394 shares issued to owners of the Founding
Companies and (iv) 5,750,000 shares sold in the Offering. Basic and diluted
income per share are the same for the year ended December 31, 1997.
See accompanying notes to unaudited pro forma combined financial statements.
F-5
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
TRANSCOM GEAR & COOK
USA CARTER TCC WHEEL AMPARTS BROTHERS PLAZA
-------- ------- --------- -------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES............................. $ -- $ 9,372 $ 9,758 $ 6,113 $6,489 $ 6,702 $ 5,829
COST OF SALES........................ -- 6,326 6,971 3,917 4,768 4,451 3,887
-------- ------- --------- -------- ------- -------- --------
Gross profit........................ -- 3,046 2,787 2,196 1,721 2,251 1,942
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................ 4,850 2,832 2,110 1,881 889 1,547 1,521
-------- ------- --------- -------- ------- -------- --------
Income from operations.............. (4,850 ) 214 677 315 832 704 421
OTHER INCOME (EXPENSE):
Interest expense.................... -- (120) (43) (104) (40 ) (421 ) (34)
Other income (expense), net......... -- 20 13 (22) (136 ) (35 ) 6
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARY............. -- -- -- -- -- -- --
-------- ------- --------- -------- ------- -------- --------
INCOME BEFORE INCOME TAXES........... (4,850 ) 114 647 189 656 248 393
PROVISION FOR INCOME TAXES........... -- 3 266 16 93 101 154
-------- ------- --------- -------- ------- -------- --------
NET INCOME........................... $(4,850 ) $ 111 $ 381 $ 173 $ 563 $ 147 $ 239
======== ======= ========= ======== ======= ======== ========
NET INCOME PER SHARE.....................................................................................................
SHARES USED IN COMPUTING PRO FORMA NET INCOME PER SHARE(1)...............................................................
DRIVE PRO FORMA
UNIVERSAL PERFECTION LINE TOTAL ADJUSTMENTS PRO FORMA
---------- ---------- --------- --------- ------------ ----------
REVENUES............................. $ 4,384 $ 5,527 $ 1,719 $ 55,893 $ 204 $ 56,097
COST OF SALES........................ 2,900 4,309 1,205 38,734 (35) 38,699
---------- ---------- --------- --------- ------------ ----------
Gross profit........................ 1,484 1,218 514 17,159 239 17,398
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES............................ 1,078 685 486 17,879 (5,080) 12,799
---------- ---------- --------- --------- ------------ ----------
Income from operations.............. 406 533 28 (720) 5,319 4,599
OTHER INCOME (EXPENSE):
Interest expense.................... (26) (81) (110) (979) 612 (367 )
Other income (expense), net......... -- (63) 29 (188) -- (188 )
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARY............. -- (22) -- (22) 22 --
---------- ---------- --------- --------- ------------ ----------
INCOME BEFORE INCOME TAXES........... 380 367 (53) (1,909) 5,953 4,044
PROVISION FOR INCOME TAXES........... 116 143 -- 892 827 1,719
---------- ---------- --------- --------- ------------ ----------
NET INCOME........................... $ 264 $ 224 $ (53) $ (2,801) $ 5,126 $ 2,325
========== ========== ========= ========= ============ ==========
NET INCOME PER SHARE................. $ 0.14
==========
SHARES USED IN COMPUTING PRO FORMA NE 16,512,611
</TABLE>
(1) Includes (i) 2,162,388 shares issued to Notre Capital Ventures II, L.L.C.
(ii) 1,106,829 shares issued to management, directors and consultants of
TransCom USA, (iii) 7,493,394 shares issued to owners of the Founding
Companies and (iv) 5,750,000 shares sold in the Offering. Basic and diluted
income per share are the same for three months ended March 31, 1998.
See accompanying notes to unaudited pro forma combined financial statements.
F-6
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
1. GENERAL:
TransCom USA was formed to become a leading national, value-added
independent distributor of replacement parts and supplies for commerical trucks
and trailers and other types of specialized heavy duty vehicles and equipment.
TransCom USA has conducted no operations to date and has acquired the Founding
Companies simultaneously with the consummation of the Offering on June 24, 1998.
The historical financial statements represent the financial position and
results of operations of the Founding Companies and were derived from the
respective Founding Companies' financial statements . The periods included in
these financial statements for the individual Founding Companies are as of and
for the three months ended March 31, 1998 and for the year ended December 31,
1997. The historical financial statements included elsewhere herein have been
included in accordance with Securities and Exchange Commmission Staff Accounting
Bulletin No. 80.
2. ACQUISITION OF FOUNDING COMPANIES:
Concurrently with the closing of the Offering, TransCom USA acquired all of
the outstanding capital stock of the Founding Companies. The Mergers were
accounted for using the purchase method of accounting with TransCom USA being
treated as the accounting acquiror. The following table sets forth the
consideration paid (a) in cash and (b) in shares of the Company's Common Stock
to the stockholders of each of the Founding Companies. For purposes of computing
the purchase price for accounting purposes, the value of the shares has been
determined using an estimated fair value of $7.20 per share, which represents a
discount of ten percent from the initial public offering price due to
restrictions on the sale and transferability of the shares issued. In the
opinion of management, the final allocation of the purchase price will not
materially differ from these preliminary estimates.
COMMON STOCK
----------------------
VALUE OF
CASH SHARES SHARES
--------- --------- ---------
(DOLLARS IN THOUSANDS)
Carter............................... $ -- 871,006 $ 6,271
TCC.................................. -- 1,042,909 7,509
Gear & Wheel......................... 3,255 793,163 5,711
Amparts.............................. 4,702 881,574 6,347
Cook Brothers........................ -- 933,207 6,719
Plaza................................ 3,519 864,411 6,224
Universal............................ 1,200 476,364 3,430
Perfection........................... 3,046 380,760 2,741
Drive Line........................... -- 1,250,000 9,000
--------- --------- ---------
Total........................... $ 15,722 7,493,394 $ 53,952
========= ========= =========
3. UNAUDITED PRO FORMA COMBINED BALANCE SHEET ADJUSTMENTS:
(a) Records the S Corporation Distributions of $5.4 million.
(b) Records the distribution of certain real estate and nonoperating
assets and liabilities in connection with the Mergers. In addition, reflects the
reduction for certain operating assets and liabilities which were not acquired
in the Mergers.
F-7
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(c) Records the purchase of the Founding Companies for a total purchase
price of $69.7 million. The entry includes the liability of $15.7 million for
the cash portion of the consideration paid to the stockholders of the Founding
Companies in connection with the Mergers and the issuance of 7.5 million shares
of Common Stock to the Founding Companies resulting in the creation of $47.2
million of goodwill after allocating the purchase price to the aggregate assets
acquired and liabilities assumed as shown below. Based on its initial
assessment, management believes that the historical carrying value of the
Founding Companies' assets and liabilities will approximate fair value and that
there are no other identifiable intangible assets to which any material purchase
price can be allocated.
ASSETS
Cash and cash equivalents............... $ 1,774
Accounts receivable, net................ 26,174
Receivables from related parties........ 1,444
Notes receivable, current............... 764
Inventories............................. 54,363
Prepaid expenses and other.............. 1,541
Deferred tax asset...................... 859
----------
Total current assets............... 86,919
Property and equipment, net............. 10,475
Notes receivable, net................... 2,207
Deferred tax assets..................... 705
Other assets............................ 970
----------
Total assets....................... $ 101,276
==========
LIABILITIES
Accounts payable and accrued expenses... $ 27,454
Payables to related parties............. 2,096
Lines of credit......................... 21,276
Current maturities of long-term debt.... 4,925
Deferred income taxes................... 3,996
Other current liabilities............... 119
----------
Total current liabilities.......... 59,866
Long-term debt, net..................... 16,497
Payable to related party................ 1,417
Deferred tax liabilities................ 1,013
----------
Total liabilities.................. $ 78,793
==========
(d) Records the net deferred income tax liability attributable to the
balance sheet adjustments and temporary differences between the financial
reporting and tax bases of assets and liabilities held in the S Corporations.
(e) Records the cash proceeds from the issuance of 5,750,000 shares of
Common Stock, net of offering costs (based on the initial public offering price
of $8.00 per share). Offering costs primarily consist of underwriting discounts
and commissions, accounting fees, legal fees and printing expenses.
(f) Records the cash portion of the consideration paid to the
stockholders of the Founding Companies in connection with the Mergers and the
repayment of a portion of the Founding Companies existing debt.
(g) Records the cash proceeds from the sale of four facilities to a
stockholder of Plaza.
F-8
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The following tables summarize the unaudited pro forma combined balance
sheet adjustments:
<TABLE>
<CAPTION>
PRO FORMA
(A) (B) (C) (D) ADJUSTMENTS
--------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents............ $ (684) $ -- $ -- $ -- $ (684)
Accounts receivable, net............. -- -- (100) -- (100)
Receivables from related parties..... -- -- (599) -- (599)
Inventories.......................... -- -- 4,042 -- 4,042
--------- --------- --------- --------- ------------
Total current assets........ (684) -- 3,343 -- 2,659
Property and equipment, net.......... -- (1,625) 778 -- (847)
Deferred tax asset................... -- -- -- 18 18
Other assets......................... -- (540) -- -- (540)
Goodwill............................. -- -- 47,192 -- 47,192
--------- --------- --------- --------- ------------
Total assets................ $ (684) $ (2,165) $ 51,313 $ 18 $ 48,482
========= ========= ========= ========= ============
Accounts payable and accrued
expenses........................... $ -- $ -- $ (99) $ -- $ (99)
Payables to related parties.......... -- -- (599) -- (599)
Current maturities of long-term
debt............................... -- (113) -- (113)
Deferred tax liability............... -- -- 1,071 1,355 2,426
Payable to Founding Companies
stockholders....................... -- -- 15,722 -- 15,722
--------- --------- --------- --------- ------------
Total current liabilities... -- (113) 16,095 1,355 17,337
Long-term debt, net.................. 4,753 (1,171) 717 -- 4,299
--------- --------- --------- --------- ------------
Total liabilities........... 4,753 (1,284) 16,812 1,355 21,636
Minority interest in consolidated
subsidiary......................... -- -- (178) -- (178)
Stockholders' equity:
Preferred stock.................. -- -- (717) -- (717)
Common stock..................... -- -- (1,406) -- (1,406)
Additional paid-in capital....... -- -- 53,015 -- 53,015
Retained earnings................ (5,437) (881) (18,372) (1,337) (26,027)
Deferred compensation............ -- -- 1,091 -- 1,091
Treasury stock, at cost.......... -- -- 1,068 -- 1,068
--------- --------- --------- --------- ------------
Total stockholders'
equity.................... (5,437) (881) 34,679 (1,337) 27,024
--------- --------- --------- --------- ------------
Total liabilities and
stockholders' equity...... $ (684) $ (2,165) $ 51,313 $ 18 $ 48,482
========= ========= ========= ========= ============
POST MERGER
(E) (F) (G) ADJUSTMENTS
--------- --------- --------- -------------
Cash and cash equivalents............ $ 36,301 $ (37,820) 1,519 $ --
Property and equipment, net.......... -- -- (1,519) (1,519)
Other assets......................... (2,968) -- -- (2,968)
--------- --------- --------- -------------
Total assets................ 33,333 (37,820) -- (4,487)
========= ========= ========= =============
Accounts payable and accrued
expenses............................. (2,947) -- -- (2,947)
Payable(s) to related parties........ -- (1,882) -- (1,882)
Lines of credit...................... -- (3,326) -- (3,326)
Current maturities of long-term
debt................................. -- (2,911) -- (2,911)
Payable to Founding Companies'
stockholders......................... -- (15,722) -- (15,722)
--------- --------- --------- -------------
Total current liabilities... (2,947) (23,841) -- (26,788)
Long-term debt, net.................. -- (13,597) -- (13,597)
Payable to related party............. -- (382) -- (382)
--------- --------- --------- -------------
Total liabilities........... (2,947) (37,820) -- (40,767)
Stockholders' equity:
Common stock..................... 57 -- -- 57
Additional paid-in capital....... 36,223 -- -- 36,223
--------- --------- --------- -------------
Total stockholders'
equity...................... 36,280 -- -- 36,280
--------- --------- --------- -------------
Total liabilities and
stockholders' equity........ $ 33,333 $ (37,820) $ -- $ (4,487)
========= ========= ========= =============
</TABLE>
F-9
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:
YEAR ENDED DECEMBER 31, 1997
(a) Reflects the pre-acquisition results of operations for two parts
distribution businesses and one truck dealership acquired by certain Founding
Companies. The assets of Wilkes Barre Mack Sales and Service were purchased by
Cook Brothers for approximately $1.2 million in December 1997. Certain assets of
Heartland Truck and Trailer Center and Muncie Power Products, Inc. were
purchased by TCC for $431,000 in January 1998 and by Plaza for $360,000 in
February 1998, respectively.
(b) Reflects the reduction in operations for the distribution of certain
assets and liabilities which were not acquired in the Mergers, the reduction in
cost of sales on a FIFO basis for certain Founding Companies which have
historically accounted for inventory on a LIFO basis and the elimination of
minority interests.
(c) Reflects the reversal of the $3.1 million non-cash compensation
charge related to the issuance of 432,329 shares of Common Stock to management
and directors of and consultants to the Company offset by a charge for the
recurring portion of salary expenses of management. Also reflects the $3.5
million reduction in salaries, bonuses and benefits to the owners of the
Founding Companies to which they agreed in connection with the mergers, as
detailed in the following table (in thousands):
Historical 1997 Salaries, Bonuses and
Benefits............................. $ 5,336
Prospective 1998 Salaries, Bonuses
and Benefits......................... 1,802
---------
Compensation Differential............ $ 3,534
=========
Each of the owners of the Founding Companies entered into an employment
agreement, for a term of five years, upon consummation of the Offering providing
for an annual base salary of $150,000 or less. Bonuses have not been considered
in the 1998 prospective amounts as management does not intend to pay any bonuses
in 1998.
(d) Reflects the amortization of goodwill recorded as a result of the
Mergers over a 40-year estimated life.
(e) Reflects the reduction in interest expense of $1.6 million due to the
repayment of debt in connection with the Mergers.
(f) Reflects the incremental provision for federal and state income taxes
relating to the statement of operations adjustments and to reflect income taxes
on S corporation income as if these entities had been taxable as C corporations
during the periods presented.
The following table summarizes the unaudited pro forma combined statements
of operations adjustments:
<TABLE>
<CAPTION>
PRO FORMA
(A) (B) (C) (D) (E) (F) ADJUSTMENTS
--------- --------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 13,112 $ -- $ -- $ -- $ -- $ -- $13,112
Cost of sales........................ 10,950 (51) -- -- -- -- 10,899
--------- --------- --------- --------- --------- --------- -----------
Gross profit......................... 2,162 51 -- -- -- -- 2,213
Selling, general and
administrative..................... 1,657 (36) (6,567) 1,180 -- -- (3,766)
--------- --------- --------- --------- --------- --------- -----------
Income from operations............... 505 87 6,567 (1,180) -- -- 5,979
Other income (expense)
Interest expense................. (186) 85 -- -- 1,584 -- 1,483
Other income (expense), net...... 25 -- -- -- -- -- 25
Minority interest in income of
consolidated subsidiary............ -- 33 -- -- -- -- 33
--------- --------- --------- --------- --------- --------- -----------
Income before income taxes........... 344 205 6,567 (1,180) 1,584 -- 7,520
Provision for income taxes........... -- -- -- -- -- 3,295 3,295
--------- --------- --------- --------- --------- --------- -----------
Net income........................... $ 344 $ 205 $ 6,567 $ (1,180) $ 1,584 $ (3,295) $ 4,225
========= ========= ========= ========= ========= ========= ===========
</TABLE>
F-10
<PAGE>
TRANSPORTATION COMPONENTS, INC. AND FOUNDING COMPANIES
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
5. UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS ADJUSTMENTS:
THREE MONTHS ENDED MARCH 31, 1998
(a) Reflects the pre-acquisition results of operations for a parts
distribution business acquired by Plaza in February 1998.
(b) Reflects the reduction in operations for the distribution of certain
assets and liabilities which were not acquired in the Mergers, the reduction in
cost of sales on a FIFO basis for certain Founding Companies which have
historically accounted for inventory on a LIFO basis and the elimination of
minority interests.
(c) Reflects the reversal of the $4.9 million non-cash compensation charge
related to the issuance of 674,500 shares of Common Stock to management and
directors of and consultants to the Company offset by a charge for the recurring
portion of salary expenses of management. Also reflects the $0.7 million
reduction in salaries, bonuses and benefits to the owners of the Founding
Companies to which they agreed in connection with the mergers, as detailed in
the following table (in thousands):
Historical First Quarter 1998 Salaries,
Bonuses and Benefits.................. $ 1,128
Pro-rata Portion of Prospective 1998
Salaries, Bonuses and Benefits........ 451
---------
Compensation Differential............... $ 677
=========
(d) Reflects the amortization of goodwill recorded as a result of the
Mergers over a 40-year estimated life.
(e) Reflects the reduction in interest expense of $0.6 million due to the
repayment of debt in connection with the Mergers.
(f) Reflects the incremental provision for federal and state income taxes
relating to the statement of operations adjustments and to reflect income taxes
on S corporation income as if these entities had been taxable as C corporations
during the periods presented.
The following table summarizes the unaudited pro forma combined statement of
operations adjustments:
<TABLE>
<CAPTION>
PRO FORMA
(A) (B) (C) (D) (E) (F) ADJUSTMENTS
--------- --------- --------- --------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues............................. $ 204 $ -- $ -- $ -- $ -- $ -- $ 204
Cost of sales........................ 162 (197) -- -- -- -- (35)
--------- --------- --------- --------- --------- --------- -----------
Gross profit......................... 42 197 -- -- -- -- 239
Selling, general and
administrative..................... 22 (9) (5,388) 295 -- -- (5,080)
--------- --------- --------- --------- --------- --------- -----------
Income from operations............... 20 206 5,388 (295) -- -- 5,319
Other income (expense)
Interest expense................. -- 21 -- -- 591 -- 612
Other income (expense), net...... -- -- -- -- -- -- --
Minority interest in income of
consolidated subsidiary............ -- 22 -- -- -- -- 22
--------- --------- --------- --------- --------- --------- -----------
Income before income taxes........... 20 249 5,388 (295) 591 -- 5,953
Provision for income taxes........... -- -- -- -- -- 827 827
--------- --------- --------- --------- --------- --------- -----------
Net income........................... $ 20 $ 249 $ 5,388 $ (295) $ 591 $ (827) $ 5,126
========= ========= ========= ========= ========= ========= ===========
</TABLE>
F-11
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Transportation Components Inc.:
We have audited the accompanying balance sheet of Transportation
Components, Inc., as of December 31, 1997, and the related statements of
operations, stockholders' equity and cash flows for the period from inception
(October 9, 1997) to December 31, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Transportation Components,
Inc., as of December 31, 1997, and for the period from inception (October 9,
1997) to December 31, 1997, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 15, 1998
F-12
<PAGE>
TRANSPORTATION COMPONENTS, INC.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
ASSETS
CASH................................. $ 5 $ 12
DEFERRED OFFERING COSTS.............. 337 2,968
------------ -----------
Total assets............... $ 342 $ 2,980
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
ACCRUED LIABILITIES.................. $ 316 $ 2,947
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value,
5,000,000 shares authorized,
none issued.................... -- --
Common Stock, $.01 par value,
102,000,000 shares authorized,
2,594,717 and 3,269,217 shares
issued and outstanding as of
December 31, 1997 and March
31, 1998 (unaudited),
respectively................... 26 33
Additional paid-in capital...... 3,108 7,958
Retained deficit................ (3,108) (7,958)
------------ -----------
Total stockholders'
equity....................... 26 33
------------ -----------
Total liabilities and
stockholders' equity......... $ 342 $ 2,980
============ ===========
The accompanying notes are an integral part of these financial statements.
F-13
<PAGE>
TRANSPORTATION COMPONENTS, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
PERIOD
FROM INCEPTION THREE MONTHS
(OCTOBER 9, 1997) ENDED
TO MARCH 31,
DECEMBER 31, 1997 1998
------------------- -------------
(UNAUDITED)
REVENUES................................ -$- $--
COMPENSATION EXPENSE RELATING TO
ISSUANCE OF COMMON STOCK TO MANAGEMENT
AND CONSULTANTS....................... 3,108 4,850
------------------- -------------
LOSS BEFORE INCOME TAXES................ (3,108) (4,850)
INCOME TAX BENEFIT...................... -- --
------------------- -------------
NET LOSS................................ $(3,108) $(4,850)
=================== =============
The accompanying notes are an integral part of these financial statements.
F-14
<PAGE>
TRANSPORTATION COMPONENTS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TOTAL
------------------- PAID-IN RETAINED STOCKHOLDERS'
SHARES AMOUNT CAPITAL DEFICIT EQUITY
--------- ------ ---------- -------- -------------
<S> <C> <C> <C>
INITIAL CAPITALIZATION BY NOTRE
(October 9, 1997).................. 108,119 $ 1 $ -- $ -- $ 1
Issuance of shares to Notre..... 2,054,269 21 -- -- 21
Issuance of management,
consultant and director
shares........................ 432,329 4 3,108 -- 3,112
Net loss........................ -- -- -- (3,108) (3,108)
--------- ------ ---------- -------- -------------
BALANCE, December 31, 1997........... 2,594,717 26 3,108 (3,108) 26
Issuance of management,
consultant and director shares
(unaudited)................... 674,500 7 4,850 -- 4,857
Net loss (unaudited)............ -- -- -- (4,850) (4,850)
--------- ------ ---------- -------- -------------
BALANCE, March 31, 1998
(unaudited)........................ 3,269,217 $ 33 $ 7,958 $ (7,958) $ 33
========= ====== ========== ======== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-15
<PAGE>
TRANSPORTATION COMPONENTS, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
PERIOD
FROM INCEPTION
(OCTOBER 9, THREE MONTHS
1997) ENDED
TO DECEMBER 31, MARCH 31,
1997 1998
---------------- ------------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................ $ (3,108) $ (4,850)
Adjustments to reconcile net
loss to net cash provided by
operating activities --
Compensation expense related
to issuance of common stock
to management and
consultants................ 3,108 4,850
Changes in assets and
liabilities --
Increase in deferred
offering costs.......... (337) (2,631)
Increase in accrued
liabilities............. 337 2,631
---------------- ------------
Net cash provided by
operating
activities......... -- --
---------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock............... 5 7
---------------- ------------
Net cash provided by
financing
activities......... 5 7
---------------- ------------
NET INCREASE......................... 5 7
CASH, beginning of period............ -- 5
---------------- ------------
CASH, end of period.................. $ 5 $ 12
================ ============
The accompanying notes are an integral part of these financial statements.
F-16
<PAGE>
TRANSPORTATION COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Transportation Components, Inc. (TransCom USA or the Company), a Delaware
corporation, was founded in October 1997 to become a leading national provider
of truck parts and service to the transportation industry. TransCom USA acquired
nine businesses (the Mergers), and completed an initial public offering of its
common stock (the Offering) on June 24, 1998. Subsequent to the Offering,
TransCom USA intends to acquire, through merger or purchase, similar companies
to expand its national operations.
TransCom USA has not conducted any operations, and all activities to date
have related to the Offering and the Mergers. All expenditures to date have been
funded by the majority stockholder, Notre Capital Ventures II, L.L.C. (Notre),
on behalf of the Company. Notre has committed to fund the organization expenses
and Offering costs. Costs of approximately $0.3 million and $3.0 million have
been incurred by Notre in connection with the Offering as of December 31, 1997
and March 31, 1998, respectively. TransCom USA has treated these costs as
deferred offering costs. There is no assurance that TransCom USA will be able to
generate future operating revenues.
The Company has an absence of a combined operating history, and TransCom
USA's future success is dependent upon a number of factors which include, among
others, the ability to integrate operations and computer systems, reliance on
the identification and integration of satisfactory acquisition candidates,
reliance on acquisition financing, the ability to manage growth and attract and
retain qualified management and personnel, reliance of continued demand for
replacement parts and of product availability, the ability to mitigate
international business risk and economic and seasonal business fluctuations, as
well as the need for additional capital.
2. STOCKHOLDERS' EQUITY:
COMMON STOCK AND PREFERRED STOCK
TransCom USA effected a 108.1194-for-one stock dividend in April 1998, for
each share of common stock of the Company (Common Stock) then outstanding. In
addition, the Company increased the number of authorized shares of Common Stock
to 100,000,000 and authorized 5,000,000 shares of $.01 par value preferred
stock. The effects of the Common Stock dividend have been retroactively
reflected on the balance sheet and in the accompanying notes.
In connection with the organization and initial capitalization of TransCom
USA, the Company issued 108,119 shares of common stock at $.01 per share (Common
Stock) to Notre. Notre incurred $20,535 of expenses on behalf of the Company for
which the Company issued 2,054,269 shares to Notre in November 1997.
In November 1997, the Company issued a total of 432,329 shares of Common
Stock to management and directors of and consultants to the Company at a price
of $.01 per share. As a result, the Company recorded a nonrecurring, noncash
compensation charge of $3.1 million, representing the difference between the
amount paid for the shares and an estimated fair value of the shares on the date
of sale as if the Founding Companies were combined. During the first quarter of
1998, the Company issued an additional 674,500 shares to management of the
Company at a price of $.01 per share. As a result, the Company recorded a
nonrecurring, noncash compensation charge of $4.9 million, representing the
difference between the amount paid for the shares and an estimated fair value of
the shares on the date of sale as if the Founding Companies were combined.
RESTRICTED VOTING COMMON STOCK
In April 1998, the Company authorized 2,000,000 shares of $.01 par value
restricted voting common stock (Restricted Common Stock) and the primary
stockholder exchanged 1,912,388 shares of Common Stock for an equal number of
shares of Restricted Common Stock. The holders of Restricted Common Stock are
entitled to elect one member of the Company's board of directors and to 0.75 of
one vote for each
F-17
<PAGE>
TRANSPORTATION COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
share on all other matters on which they are entitled to vote. Holders of
Restricted Common Stock are not entitled to vote on the election of any other
directors.
Each share of Restricted Common Stock will automatically convert to Common
Stock on a share-for-share basis (a) in the event of a disposition of such share
of Restricted Common Stock by the holder thereof (other than a distribution
which is a distribution by a holder to its partners or beneficial owners or a
transfer to a related party of such holder (as defined in Sections 267, 707, 318
and/or 4946 of the Internal Revenue Code of 1986, as amended)), (b) in the event
any person acquires beneficial ownership of 15 percent or more of the total
number of outstanding shares of Common Stock of the Company, (c) in the event
any person offers to acquire 15 percent or more of the total number of
outstanding shares of Common Stock of the Company, or (d) in the event a
majority of the aggregate number of votes which may be cast by the holders of
outstanding shares of Common Stock and Restricted Common Stock entitled to vote
approve such conversion. After June 30, 2000, the board of directors may elect
to convert any remaining shares of Restricted Common Stock into shares of Common
Stock in the event 80 percent or more of the originally outstanding shares of
Restricted Common Stock have been previously converted into shares of Common
Stock.
LONG-TERM INCENTIVE PLAN
In March 1998, the Company's stockholders approved the Company's 1998
Long-Term Incentive Plan (the Plan), which provides for the granting or awarding
of incentive or nonqualified stock options, stock appreciation rights,
restricted or deferred stock, dividend equivalents and other incentive awards to
directors, officers and key employees of and consultants to the Company. The
number of shares authorized and reserved for issuance under the Plan is the
greater of 2,500,000 shares or 15 percent of the aggregate number of shares of
Common Stock outstanding at the date of grant. The terms of the option awards
will be established by the compensation committee of the Company's board of
directors. The Company intends to file a registration statement registering the
issuance of shares upon exercise of options granted under this Plan. The Company
granted nonqualified stock options to purchase a total of 800,000 shares of
Common Stock to employees of the Company at the initial public offering price
upon consummation of the Offering. In addition, the Company granted options to
purchase a total of 965,465 shares of Common Stock to certain employees of the
Founding Companies at the initial public offering price per share. These options
will vest at the rate of 20 percent per year, commencing on the first
anniversary of the Offering, and will expire at the earlier of ten years from
the date of grant or three months following termination of employment.
NONEMPLOYEE DIRECTORS' STOCK PLAN
In March 1998, the Company's stockholders approved the 1998 Non-employee
Directors' Stock Plan (the "Directors' Plan"), which provides for the granting
of stock options to nonemployee directors of the Company. The number of shares
authorized and reserved for issuance under the Directors' Plan is 250,000
shares. The Directors' Plan provides for the automatic grant of options to
purchase 10,000 shares to each nonemployee director serving at the commencement
of the Offering.
Each nonemployee director will be granted options to purchase an additional
10,000 shares at the time of the initial election. In addition, each director
will be automatically granted options to purchase 5,000 shares at each annual
meeting of the stockholders thereafter at which such director is re-elected or
remains a director, unless such annual meeting is held within three months of
such person's initial election as a director. All options will be exercised at
the fair market value at the date of grant and are immediately vested upon
grant.
Options were granted to each of two future and one current member of the
board of directors to purchase 10,000 shares of Common Stock at the initial
public offering price per share effective upon the consummation of the Offering.
These options will expire the earlier of ten years from the date of grant or one
year after termination of service as a director.
F-18
<PAGE>
TRANSPORTATION COMPONENTS, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The Directors' Plan allows nonemployee directors to elect to receive shares
(deferred shares) at future settlement dates in lieu of cash. The number of
deferred shares will have an aggregate fair market value equal to the fees
payable to the directors.
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting
for Stock-Based Compensation," allows entities to choose between a new fair
value-based method of accounting for employee stock options or similar equity
instruments and the current intrinsic value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25. The Company will
provide pro forma disclosure of net income and earnings per share, as
applicable, in the notes to future consolidated financial statements.
3. NEW ACCOUNTING PRONOUNCEMENTS:
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. SFAS No. 131 is effective
for financial statements for periods beginning after December 15, 1997. The
Company will adopt SFAS No. 131 in the year ended December 31, 1998.
4. EVENTS SUBSEQUENT TO THE DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS:
Concurrent with the Offering on June 24, 1998, TransCom USA acquired
Charles W. Carter Co. -- Los Angeles; Transportation Components Co. and its
affiliates L.L.L., Inc. and MSL, Inc.; Gear & Wheel, Inc. and its affiliates Try
One, Inc. and Ocala Truck Parts, Inc.; Amparts International, Inc., and its
affiliates Amparts, Inc. and Proveedor Mayorista al Refaccionario S.A. de C.V.;
The Cook Brothers Companies, Inc. and Subsidiary, Plaza Automotive, Inc. and
Subsidiary, TPE, Inc. and Subsidiary, Universal Fleet Supply, Inc., and Drive
Line, Inc. TransCom USA acquired the Founding Companies for cash and 7.5 million
shares of Common Stock.
TransCom USA has obtained a credit facility of $75.0 million. The credit
facility will be used to fund acquisitions and working capital requirements. The
credit facility is subject to customary covenants and drawing conditions.
F-19
<PAGE>
REPORT OF INDEPENDENT AUDITORS
The Board of Directors
Charles W. Carter Co. -- Los Angeles
We have audited the accompanying consolidated balance sheets of Charles W.
Carter Co. -- Los Angeles as of March 31, 1998 and March 31, 1997, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years ended March 31, 1998, March 31, 1997 and March 29, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Charles W.
Carter Co. -- Los Angeles at March 31, 1998 and March 31, 1997, and the
consolidated results of their operations and their cash flows for the years
ended March 31, 1998, March 31, 1997 and March 29, 1996, in conformity with
generally accepted accounting principles.
ERNST & YOUNG LLP
Los Angeles, California
May 15, 1998
F-20
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, MARCH 31,
1997 1998
--------- ---------
ASSETS
CURRENT ASSETS:
Cash............................ $ 215 $ 14
Accounts receivable, net........ 3,836 4,085
Receivables from related
parties........................ 18 99
Inventories..................... 9,005 9,935
Prepaid expenses and other...... 93 90
Deferred tax assets............. 172 423
--------- ---------
Total current
assets.............. 13,339 14,646
PROPERTY AND EQUIPMENT, net.......... 807 772
OTHER ASSETS......................... 637 662
--------- ---------
Total assets.......... $14,783 $16,080
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses....................... $ 4,767 $ 5,135
Payable to related parties...... 85 107
Line of credit.................. 3,332 4,313
Other current liabilities....... 211 89
Current maturities of long-term
debt........................... 246 145
--------- ---------
Total current
liabilities......... 8,641 9,789
LONG-TERM DEBT, net.................. 1,983 1,523
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $10 par value,
100,000 shares authorized,
26,450 shares issued and
outstanding.................... 265 265
Deferred Compensation........... (1,211) (1,091)
Additional paid-in capital...... 187 207
Retained earnings............... 4,918 5,387
--------- ---------
Total stockholders'
equity.............. 4,159 4,768
--------- ---------
Total liabilities and
stockholders'
equity.............. $14,783 $16,080
========= =========
See notes to consolidated financial statements.
F-21
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED
-----------------------------------------
MARCH 29, MARCH 31, MARCH 31,
1996 1997 1998
----------- ----------- -----------
REVENUES............................ $35,824 $35,437 $37,982
COST OF SALES....................... 24,463 24,049 25,633
----------- ----------- -----------
Gross profit................... 11,361 11,388 12,349
SELLING AND ADMINISTRATIVE
EXPENSES.......................... 10,710 10,378 11,261
----------- ----------- -----------
Income from operations......... 651 1,010 1,088
OTHER INCOME (EXPENSE):
Interest expense............... (706) (487) (529)
Other income, net.............. 199 122 67
----------- ----------- -----------
INCOME BEFORE INCOME TAXES.......... 144 645 626
PROVISION FOR INCOME TAXES.......... 75 258 157
----------- ----------- -----------
NET INCOME.......................... $ 69 $ 387 $ 469
=========== =========== ===========
See notes to consolidated financial statements.
F-22
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL
CAPITAL UNEARNED ESOP PAID-IN RETAINED
STOCK SHARES CAPITAL EARNINGS TOTAL
------- ------------- ---------- --------- ------
<S> <C> <C> <C> <C> <C>
Balance, March 31, 1995................. $ 265 $(1,400) $ 169 $ 4,462 $3,496
Deferred compensation............... -- 80 7 -- 87
Net income.......................... -- -- -- 69 69
------- ------------- ---------- --------- ------
Balance, March 29, 1996................. 265 (1,320) 176 4,531 3,652
Deferred compensation............... -- 109 11 -- 120
Net income.......................... -- -- -- 387 387
------- ------------- ---------- --------- ------
Balance, March 31, 1997................. 265 (1,211) 187 4,918 4,159
Deferred compensation............... -- 120 20 -- 140
Net income.......................... -- -- -- 469 469
------- ------------- ---------- --------- ------
Balance, March 31, 1998................. $ 265 $(1,091) $ 207 $ 5,387 $4,768
======= ============= ========== ========= ======
</TABLE>
See notes to consolidated financial statements.
F-23
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED
-----------------------------------
MARCH 29, MARCH 31, MARCH 31,
1996 1997 1998
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................... $ 69 $ 387 $ 469
Adjustments to reconcile net income
to net cash provided by (used
in) operating activities --
Depreciation and amortization... 281 268 256
(Gain) Loss on sale of assets... (8) 7 (1)
Deferred compensation........... 87 120 140
Undistributed (income) loss of
joint venture................. (62) 48 (100)
Changes in assets and
liabilities --
Accounts receivable, net...... 905 5 (249)
Other current liabilities..... 49 206 (122)
Inventories................... 375 (872) (930)
Prepaid expenses and other.... 115 4 3
Other assets.................. (22) 23 (4)
Deferred income taxes......... 26 (98) (251)
Accounts payable and accrued
expenses................... (187) 956 368
--------- --------- ---------
Net cash provided by (used in)
operating activities.......... 1,628 1,054 (421)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and
equipment............................ (378) (164) (228)
Proceeds from sale of property and
equipment............................ 26 1 8
Notes receivable from related
parties.............................. -- -- (2)
--------- --------- ---------
Net cash used in investing
activities.................... (352) (163) (222)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings (payments) on line of
credit............................. (673) (406) 981
Net payments on long-term debt....... (626) (306) (561)
Net borrowings from related
parties............................ 31 -- 22
--------- --------- ---------
Net cash provided by (used in)
financing activities.......... (1,268) (712) 442
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH...... 8 179 (201)
CASH, BEGINNING OF PERIOD............ 28 36 215
--------- --------- ---------
CASH, END OF PERIOD.................. $ 36 $ 215 $ 14
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for --
Interest........................ $ 593 $ 420 $ 516
Income taxes.................... $ -- $ 150 $ 529
See notes to consolidated financial statements.
F-24
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. BUSINESS AND ORGANIZATION
Charles W. Carter Co. -- Los Angeles (the Company) and its wholly owned
subsidiaries Charles W. Carter Co. -- Hawaii, Inc. and Charles W. Carter
Co. -- Arizona, Inc. (a California corporation) headquartered in Placentia,
California, was founded in 1929 and serves customers principally in California,
Hawaii, Nevada and Arizona. The Company primarily distributes commercial vehicle
and auto parts.
The Company and its stockholders intend to enter into a definitive
agreement with Transportation Components, Inc., dba TransCom USA, pursuant to
which all outstanding shares of the Company's common stock will be exchanged for
shares of TransCom USA's common stock concurrently with the consummation of an
initial public offering of the common stock by TransCom USA.
2. DESCRIPTION OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and the results
of operations of the Company. All significant intercompany balances and
transactions have been eliminated in consolidation.
During the fiscal year ended March 31, 1997, the Company changed the fiscal
year end from the Friday nearest the end of March to March 31. In the
accompanying consolidated financial statements, the fiscal years ended 1997 and
1996 are 52 weeks.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the last-in, first-out (LIFO) method.
If the first-in, first-out (FIFO) method of inventory accounting had been
used by the Company, the effect would have been to decrease net income by
approximately $11,000 for the year ended March 31, 1998, increase net income by
approximately $12,000 for the year ended March 31, 1997 and decrease net income
by approximately $27,000 for the year ended March 29, 1996.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated on the
double-declining balance method, except for automobiles and trucks which are
computed on the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are capitalized and amortized over the lesser of
the life of the lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
REVENUE RECOGNITION
The Company recognizes revenue from part sales when products are shipped.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Account Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under SFAS 109, deferred income taxes are recognized for the tax consequences in
future years of differences between the tax bases of assets and liabilities and
their financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts to be realized. The
F-25
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
provision for income taxes is the tax payable for the period and the change
during the period in deferred tax assets and liabilities.
INVESTMENT
During fiscal year 1988, the Company entered into a joint venture to own
and operate several automotive parts retail outlets. The investment in joint
venture is accounted for under the equity method. Sales to the joint venture
were approximately $1,513,000, $1,481,000 and $1,424,000 for the year ended
March 31, 1998 and the years ended March 31, 1997 and March 29, 1996,
respectively. As of March 31, 1998, March 31, 1997 and March 29, 1996, the
Company had a receivable of approximately $353,000, $240,000 and $274,000,
respectively, related to such sales.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, accounts receivable,
accounts payable and debt. The Company believes that the carrying value of these
instruments on the accompanying balance sheets approximates their fair value.
CONCENTRATION OF CREDIT RISK
The Company sells automotive and heavy duty truck parts to jobber retail
stores, auto and truck repair shops, trucking companies and other customers with
large internal trucking fleets. The Company performs ongoing credit evaluations
of its customers and generally does not require collateral. The Company
maintains allowances for potential credit losses and such losses have been
within management's expectations.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions in determining the reported amounts in the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain amounts in fiscal 1996 and 1997 have been reclassified to conform
with the March 1998 presentation.
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Company will adopt SFAS
No. 131 in 1999.
F-26
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED
USEFUL LIVES MARCH 31, MARCH 31,
IN YEARS 1997 1998
------------- --------- ---------
Automobiles and vehicles............. 5 $ 583 $ 622
Machinery and equipment.............. 7-10 493 521
Office furniture and equipment....... 7-10 684 711
Shelving, bins and racks............. 7-10 652 664
Leasehold improvements............... 3-10 1,125 1,161
--------- ---------
Total...................... 3,537 3,679
Less -- Accumulated depreciation and
amortization....................... (2,730 ) (2,907)
--------- ---------
Property and equipment, net.......... $ 807 $ 772
========= =========
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
MARCH 31, MARCH 31,
1997 1998
--------- ---------
Accounts receivable, trade........... $ 3,955 $ 4,176
Less -- Allowance for doubtful
accounts............................. (119) (91)
--------- ---------
$ 3,836 $ 4,085
========= =========
Activity in the Company's allowance for doubtful accounts consist of the
following (in thousands):
MARCH 31, MARCH 31,
1997 1998
--------- ---------
Balance at beginning of period....... $ 121 $ 119
Additions charged to costs and
expenses........................... 61 54
Less: Deductions for uncollectible
receivables written off............ (63) (95)
Bad debt recoveries.................. -- 13
--------- ---------
$ 119 $ 91
========= =========
Inventories consist of the following
(in thousands):
MARCH 31, MARCH 31,
1997 1998
--------- ---------
Inventory under the first-in,
first-out (FIFO) method.............. $11,712 $12,618
Less -- LIFO reserve................. (2,707) (2,683)
--------- ---------
$ 9,005 $ 9,935
========= =========
Other assets consist of the following (in thousands):
MARCH 31, MARCH 31,
1997 1998
--------- ---------
Notes receivable due on demand from
officers and stockholders.......... $ 79 $--
Investment in joint venture.......... 494 594
Other................................ 64 68
--------- ---------
$ 637 $ 662
========= =========
F-27
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Accounts payable and accrued expenses consist of the following (in
thousands):
MARCH 31, MARCH 31,
1997 1998
--------- ---------
Accounts payable, trade.............. $ 3,861 $ 3,831
Accrued compensation and benefits.... 688 1,054
Other accrued expenses............... 218 250
--------- ---------
$ 4,767 $ 5,135
========= =========
5. LINE OF CREDIT AND LONG-TERM DEBT
LINE OF CREDIT
Prior to November 3, 1997, the Company had a total secured credit facility
(Bank Credit Facility) with a maximum borrowing capacity of $6,550,000
consisting of a $6,000,000 revolving bank line of credit and a $550,000 term
loan (Term Loan), payable in 60 monthly principal installments commencing
February 1996. Aggregate advances on this line of credit was limited to a
percentage of eligible receivables and inventories. Interest was charged at the
bank's prime lending rate plus 1%. This line of credit was due to expire January
15, 1998.
On November 3, 1997, the Company replaced the Bank Credit Facility with one
$6,000,000 revolving bank loan (Line of Credit) with the previous lender.
Advances are not limited under this new Line of Credit. Interest is charged at
either the bank's prime lending rate (8.50% at March 31, 1998) or LIBOR plus
2.25% (8.25% at March 31, 1998). As of March 31, 1998, the Company had unused
borrowings of $1,686,882.
The borrowings under the Line of Credit are collateralized under a Security
Agreement, with all accounts receivable and inventories and certain other
assets. The Line of Credit requires the Company to maintain certain financial
ratios and earnings levels and also contains restrictive covenants including
limitations on payments of cash dividends, reacquisition of shares, additional
indebtedness and investments. At March 31, 1998, the Company was in compliance
with the covenants. The Line of Credit expires October 1, 1999. Carrying value
of long-term debt approximates fair value.
LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
MARCH 31, MARCH 31,
1997 1998
---------- ----------
Secured notes payable to former
stockholders....................... $1,294 $1,226
Secured note payable to bank (Term
Loan), due in monthly principal
installments through 2001, with
interest payable at the bank's
prime lending rate plus 1%......... 421 --
Unsecured note payable, due in
monthly installments through 2005
at 8.00% interest.................. 386 350
Unsecured notes payable, due in
monthly installments through 2000
at 7.75% interest.................. 128 92
Unsecured notes payable to former
stockholders, due in annual
principal installments through July
1996, with interest payable at the
bank's prime lending rate plus
1/4%............................... -- --
---------- ----------
2,229 1,668
Less -- Current maturities........... (246) (145)
---------- ----------
$1,983 $1,523
========== ==========
F-28
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The aggregate maturities of long-term debt as of March 31, 1998, are as
follows (in thousands):
1999................................. $ 145
2000................................. 152
2001................................. 122
2002................................. 150
2003................................. 154
Thereafter........................... 945
---------
$ 1,668
=========
The notes to the secured noteholders consist of two notes: one with five
equal annual principal installments commencing in 1997 with interest payable at
80% of the prime rate (the interest rate charged will never exceed 14% or be
less than 8%); the second with 10 equal annual principal installments commencing
in 2002 with interest payable at 8%. These notes are subordinated to the Line of
Credit and are considered effective tangible net worth for purposes of the Line
of Credit covenant calculations.
6. INCOME TAXES:
The components of the Company's provision for income taxes are as follows
(in thousands):
YEAR ENDED
---------------------------------------
MARCH 29, MARCH 31, MARCH 31,
1996 1997 1998
----------- ---------- ----------
Current:
Federal......................... $ 50 $ 201 $ 88
State........................... 25 57 69
--- ---------- ----------
$ 75 $ 258 $ 157
=== ========== ==========
The Company recorded deferred tax assets of $125,000 at April 1, 1994,
representing the tax benefit of future federal and state tax deductions, net of
a valuation allowance of $304,000. At March 31, 1998, March 31, 1997 and March
29, 1996, the Company decreased the valuation allowance to $133,000, $283,000
and $216,000, respectively, based on a reasonably certain assessment that there
will be sufficient taxable income as may be required to utilize the tax benefit
related to the balance of the asset.
F-29
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
MARCH 31, MARCH 31,
1997 1998
--------- ---------
(IN THOUSANDS)
Deferred tax liabilities --
ESOP compensation.................. $ -- $ --
Prepaid insurance premium and
fees............................. 28 26
Tax over book depreciation......... 8 1
Equity in net income of joint
venture.......................... -- --
--------- ---------
Total deferred tax liabilities.......... 36 27
--------- ---------
Deferred tax assets --
Excess of tax basis over financial
statement basis of inventory..... 228 261
Reserve for obsolete inventory..... 79 134
Vacation accrual................... 59 66
Bad debts, not yet deductible for
tax purposes..................... 49 37
ESOP compensation.................. 47 59
Equity in net income of joint
venture.......................... 14 6
Deferred income on sales to joint
venture.......................... 12 12
Other.............................. 3 8
--------- ---------
Gross total deferred tax assets......... 491 583
Valuation allowance for deferred tax
assets................................ (283) (133)
--------- ---------
Total net deferred tax assets........... 208 450
--------- ---------
Net deferred tax assets................. $ 172 $ 423
========= =========
The principal differences between the federal statutory rate of 34% and the
Company's effective tax rate are due to changes in valuation reserve,
utilization of tax credits and state taxes.
The Company has different legal entities operating in various states. In
certain cases, for purposes of computing state income tax liabilities, operating
income is not allowed to be offset with operating losses of other legal entities
within the consolidated group.
7. COMMITMENTS AND CONTINGENCIES:
The Company conducts its operations from leased facilities which include
warehouses and office space. The Company also leases certain office equipment.
All leases are classified as operating leases.
Several of the leases contain contingent rental clauses that require
periodic adjustments to the minimum rentals based on changes in the Consumer
Price Index, property taxes, master lease rentals, fair market value or
combinations thereof. The Company is responsible for maintaining insurance
coverage and the related expense for all leased property.
F-30
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Future minimum rental payments required under operating leases that have
remaining noncancelable lease terms in excess of one year at March 31, 1998, are
as follows (in thousands):
1999................................. $ 862
2000................................. 765
2001................................. 535
2002................................. 464
2003................................. 377
Thereafter........................... 1,191
---------
$ 4,194
=========
Total gross rent expense for the years ended March 31, 1998, 1997 and March
29, 1996 was $982,000, $1,079,000 and $934,000, respectively, with sub-lease
income on certain items amounting to $146,000, $158,000 and $114,000,
respectively.
LITIGATION
At certain times, the Company is involved in legal actions arising in the
oridinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Company's financial
position or results of operations.
INSURANCE
The Company carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Company has not incurred
significant claims or losses on any of these insurance policies.
8. EMPLOYEE STOCK OWNERSHIP PLAN:
Effective April 2, 1994, the Company established an Employee Stock
Ownership Plan. In May 1994, the ESOP purchased 20,130 shares of Company stock
for approximately $1,500,000. The ESOP borrowed the funds for the purchase from
the Company, which obtained additional borrowings from its existing lender. The
ESOP will repay the amount borrowed with accrued interest over 15 years.
The ESOP is a qualified retirement plan with contributions invested
primarily or exclusively in the stock of the Company. In general, employees of
the Company whose employment is not governed by a collective bargaining
agreement, who have been employed at least one year on the effective date, are
eligible to participate, provided they have worked the required minimum hours.
Shares of the Company's stock will be released to the participants annually
on a pro rata basis as the loan between the Company and the ESOP is paid. In
general, the number of shares allocated to each participant's account is equal
to the ratio of his compensation to the compensation of all participants in the
plan. Until allocated to participants' accounts, the shares will be maintained
in the ESOP as unallocated shares. At March 31, 1998, there were 14,762
unallocated shares of Company's common stock in the ESOP. An independent stock
valuation to determine fair value of such shares is pending.
The Company recognized ESOP compensation expense of $140,000, $120,000 and
$87,000 during the years ended March 31, 1998 and March 31, 1997 and March 29,
1996, respectively. The amounts were based on the number of shares released to
participants' accounts multiplied by the estimated fair market value of the
shares.
9. STOCK OPTION PLAN:
During fiscal year 1996, the Company established a Stock Option Plan (Plan)
designed to attract, retain and reward persons providing services to the Company
and motivate such persons to contribute to the
F-31
<PAGE>
CHARLES W. CARTER CO. -- LOS ANGELES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
growth and profits of the Company. The Plan provides for the granting of options
for the purchase of up to 100,000 shares of the Company's stock. Under the terms
of the Plan, options may be granted at the market value of common stock on the
date of the grant and may be exercised within ten years after the date of grant.
Options vest over periods of up to five years.
The shares outstanding at March 31, 1998 and March 31,1997 and March 29,
1996 were 10,000, 10,000 and 8,778, respectively, with a weighted average
exercise price of $60.58, $60.58 and $57.99, respectively. A total of 1,222 and
8,778 shares were granted in the years ended March 31, 1997 and March 29, 1996,
respectively, at a weighted average exercise price of $79.17 and $57.99,
respectively. No options were granted in the year ended March 31, 1998. No
options were exercised, forfeited or expired during periods.
As of March 31, 1998, 9,266 shares were exercisable with a weighted average
exercise price of $58.56 and 63,550 were available for future grant. Exercise
prices on the options range from $79.17 to $57.99. The weighted average
remaining contractual life of the outstanding stock options was 7.2 years at
March 31, 1998.
If the Company recognized employee stock option-related compensation
expense in accordance with Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123) and used the Minimum
Value option valuation model for determining the weighted average fair value of
options granted after December 31, 1994, its net income would have been as
follows:
YEAR ENDED
-------------------------------------
MARCH 29 MARCH 31 MARCH 31,
1996 1997 1998
--------- --------- ---------
Net income........................... $ 69 $ 387 $ 469
Pro forma stock compensation
expense.............................. (95) (4) (4)
--------- --------- ---------
Pro forma net income (loss).......... $ (26) $ 383 $ 465
========= ========= =========
In computing the impact of SFAS 123, a weighted average fair value of
$24.76 for the year ended March 31, 1997 grants and $18.13 for the year ended
March 29, 1996 grants was estimated at the date of the grant using the Minimum
Value option pricing model with the following assumptions for both the years
ended March 31, 1997 and March 29, 1996; risk-free interest rate of
approximately 6.25%, a weighted-average expected life of options of 6 years and
no assumed dividend yield.
For the purposes of determining SFAS 123 pro forma compensation expense,
the weighted average fair value of the options is amortized over the vesting
period. The pro forma effect on net income will not be representative of future
years' impact on net income because future years' expense will grow due to the
added layers of amortization for succeeding grants.
10. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED):
In April 1998, the Company and its stockholders entered into a definitive
agreement with a wholly owned subsidiary of TransCom USA, providing for the
merger of the Company with the subsidiary of TransCom USA (the Merger).
F-32
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Transportation Components Group:
We have audited the accompanying combined balance sheets of Transportation
Components Group (the Group) (all Minnesota Corporations), as defined in Note 1
to the combined financial statements, as of September 30, 1996 and 1997, and the
related combined statements of operations, shareholders' equity and cash flows
for each of the three years in the period ended September 30, 1997. These
combined financial statements are the responsibility of the Group's management.
Our responsibility is to express an opinion on these combined financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Group
as of September 30, 1996 and 1997, and the results of their combined operations
and their combined cash flows for each of the three years in the period ended
September 30, 1997, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 15, 1998
F-33
<PAGE>
TRANSPORTATION COMPONENTS GROUP
COMBINED BALANCE SHEETS
(IN THOUSANDS)
SEPTEMBER 30,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ---------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash............................ $ 399 $ 624 $ 153
Accounts receivable, net........ 2,998 3,526 3,647
Receivables from related
parties....................... 40 49 34
Inventories..................... 3,629 3,961 4,785
Prepaid expenses and other...... 498 432 865
Deferred tax asset.............. 219 191 189
--------- --------- ---------
Total current assets....... 7,783 8,783 9,673
PROPERTY AND EQUIPMENT, net.......... 952 1,012 1,146
OTHER ASSETS......................... 190 154 155
--------- --------- ---------
Total assets............... $ 8,925 $ 9,949 $10,974
========= ========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses...................... $ 4,126 $ 4,717 $ 4,989
Payable to related party........ 119 5 5
Lines of credit................. 1,870 1,782 1,981
Current maturities of long-term
debt.......................... 87 109 87
--------- --------- ---------
Total current
liabilities............. 6,202 6,613 7,062
LONG-TERM DEBT, net.................. 454 445 558
PAYABLE TO RELATED PARTY............. 10 5 --
DEFERRED TAX LIABILITY............... 332 356 354
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock................. 717 717 717
Common stock.................... 40 40 40
Retained earnings............... 1,170 1,773 2,243
--------- --------- ---------
Total shareholders'
equity.................. 1,927 2,530 3,000
--------- --------- ---------
Total liabilities and
shareholders' equity.... $ 8,925 $ 9,949 $10,974
========= ========= =========
The accompanying notes are an integral part of these combined financial
statements.
F-34
<PAGE>
TRANSPORTATION COMPONENTS GROUP
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
SEPTEMBER 30, MARCH 31,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES............................. $ 28,147 $ 29,876 $ 32,274 $ 15,871 $ 17,645
COST OF SALES........................ 20,460 21,677 23,331 11,577 12,552
--------- --------- --------- --------- ---------
Gross profit.................... 7,687 8,199 8,943 4,294 5,093
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 6,994 7,560 7,746 3,565 4,108
--------- --------- --------- --------- ---------
Income from operations.......... 693 639 1,197 729 985
OTHER INCOME (EXPENSE):
Interest expense................ (235) (232) (225) (124) (110)
Other income (expense), net..... (6) 59 101 129 45
--------- --------- --------- --------- ---------
INCOME BEFORE INCOME TAXES........... 452 466 1,073 734 920
PROVISION FOR INCOME TAXES........... 243 315 405 292 382
--------- --------- --------- --------- ---------
NET INCOME........................... $ 209 $ 151 $ 668 $ 442 $ 538
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-35
<PAGE>
TRANSPORTATION COMPONENTS GROUP
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
PREFERRED COMMON RETAINED SHAREHOLDERS'
STOCK STOCK EARNINGS EQUITY
---------- ------- --------- --------------
<S> <C> <C> <C> <C>
BALANCE, September 30, 1994.......... $ 717 $ 40 $ 1,244 $2,001
Net income...................... -- -- 209 209
Preferred stock dividends....... -- -- (65) (65)
Distributions (L.L.L., Inc.).... -- -- (166) (166)
---------- ------- --------- --------------
BALANCE, September 30, 1995.......... 717 40 1,222 1,979
Net income...................... -- -- 151 151
Acquisition of minority
interest...................... -- -- (138) (138)
Preferred stock dividends....... -- -- (65) (65)
---------- ------- --------- --------------
BALANCE, September 30, 1996.......... 717 40 1,170 1,927
Net income...................... -- -- 668 668
Preferred stock dividends....... -- -- (65) (65)
---------- ------- --------- --------------
BALANCE, September 30, 1997.......... 717 40 1,773 2,530
Net income (unaudited).......... -- -- 538 538
Preferred stock dividends
(unaudited)................... -- -- (32) (32)
Distributions (L.L.L., Inc.)
(unaudited)................... -- -- (36) (36)
---------- ------- --------- --------------
BALANCE, March 31, 1998
(unaudited)........................ $ 717 $ 40 $ 2,243 $3,000
========== ======= ========= ==============
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-36
<PAGE>
TRANSPORTATION COMPONENTS GROUP
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED ENDED
SEPTEMBER 30, MARCH 31,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................... $ 209 $ 151 $ 668 $ 442 $ 538
Adjustments to reconcile net
income to net cash provided by
(used in) operating
activities --
Depreciation and
amortization............ 299 280 227 127 101
(Gain) loss on sale of
assets.................. 4 (6) (36) (2) (1)
Deferred income tax
provision (benefit)..... 182 64 52 (441) --
Changes in assets and
liabilities net of
effect of assets
acquired --
Accounts receivable,
net................... (133) (473) (528) (178) (121)
Receivables from related
parties............... 33 26 (9) 40 15
Inventories............. 139 515 (332) (231) (624)
Prepaid expenses and
other................. 82 (203) 66 (197) (383)
Other assets............ 183 (1) 36 (45) --
Accounts payable and
accrued expenses...... (108) (450) 591 393 272
--------- --------- --------- --------- ---------
Net cash provided by (used
in) operating
activities.............. 890 (97) 735 (92) (203)
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of minority
interest, net of cash paid.... -- (126) -- -- --
Acquisition of assets........... -- -- -- -- (431)
Proceeds from sale of property
and equipment................. 4 7 60 4 1
Purchases of property and
equipment..................... (156) (73) (311) (111) (55)
--------- --------- --------- --------- ---------
Net cash used in investing
activities.............. (152) (192) (251) (107) (485)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.... 208 457 333 198 312
Payments on long-term debt...... (346) (141) (527) (172) (27)
Preferred stock dividends and
distributions (L.L.L.,
Inc.)......................... (231) (65) (65) (32) (68)
--------- --------- --------- --------- ---------
Net cash provided by (used
in) financing
activities.............. (369) 251 (259) (6) 217
--------- --------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH...... 369 (38) 225 (205) (471)
CASH, beginning of period............ 68 437 399 399 624
--------- --------- --------- --------- ---------
CASH, end of period.................. $ 437 $ 399 $ 624 $ 194 $ 153
========= ========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for --
Interest................... $ 232 $ 230 $ 221 $ 109 $ 112
Income taxes............... 281 320 333 164 114
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-37
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Transportation Components Group includes the financial statements of the
following group of companies under common control and ownership (collectively,
TCC or the Group): Transportation Components Co. and its wholly and partially
owned subsidiaries; L.L.L., Inc.; and MSL, Inc. (all Minnesota Corporations).
The Group, headquartered in St. Paul, Minnesota, was founded in 1946 and serves
customers principally in Wisconsin, Minnesota, North Dakota, South Dakota and
Iowa. TCC primarily distributes commercial vehicle parts, performs installation
and maintenance services and relines brake shoes.
ACQUISITION
Effective January 2, 1998, the Group acquired certain inventory, equipment
and other rights of Heartland Truck and Trailer Center, Inc. (HTTC), for
$431,000, which included $50,000 for consulting services to be provided for a
term of 18 months after the acquisition.
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
the Group's common stock in exchange for cash and shares of TransCom USA's
common stock. Approximately $28,000 of property and equipment and $135,000 of
other assets, which are included in the balance sheet at March 31, 1998, were
distributed to the shareholders. Had these distributions been made at March 31,
1998 the effect on the Group's balance sheet would have been to decrease
shareholder's equity by approximately $163,000. Transportation Components made a
cash distribution of approximately $150,000 which represented the estimated S
Corporation accumulated adjustment account. Transportation Components funded
this distribution through cash on hand and borrowings from existing sources. Had
these distributions been made at March 31, 1998 the effect on Transportation
Component's balance sheet would have been to increase liabilities by
approximately $90,000 and decrease stockholder's equity by approximately
$150,000. Concurrently with the Merger, the Group entered into an agreement with
the shareholders to lease certain facilities used in the Group's operations for
negotiated amounts and terms.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The combined financial statements include the accounts and the results of
operations of the Group for all periods during which the companies were under
common control. All significant intercompany balances and transactions have been
eliminated in combination.
INTERIM FINANCIAL INFORMATION
The interim combined financial statements as of March 31, 1998, and for the
six months ended March 31, 1997 and 1998, are unaudited, and certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted. In
the opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the financial position, results of
operations and cash flows with respect to the combined interim financial
statements have been included.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such
F-38
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
assets are charged to operations as incurred. Disposals are removed at cost less
accumulated depreciation, and any resulting gain or loss is reflected in other
income.
SHAREHOLDERS' EQUITY
The equity structure of the Group was as follows at September 30, 1996 and
1997, and
March 31, 1998 (unaudited):
<TABLE>
<CAPTION>
AUTHORIZED SHARES ISSUED
SHARES AND OUTSTANDING PAR VALUE
---------- ---------------- ---------
<S> <C> <C> <C>
Preferred stock, nonvoting, 9%
cumulative dividends --
Transportation Components Co.... 12,500 7,171 $ 100
Common stock --
Transportation Components Co.... 12,500 3,768 $ 10
L.L.L., Inc..................... 2,500 120 $ 10
MSL, Inc........................ 2,500 200 No par
</TABLE>
REVENUE RECOGNITION
The Group recognizes revenue from part sales when products are shipped.
Service revenues are recognized when repairs are completed.
INCOME TAXES
Transportation Components Co. accounts for income taxes in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." Under SFAS No. 109, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts to be
realized. The provision for income taxes is the tax payable for the year and the
change during the year in deferred tax assets and liabilities.
L.L.L., Inc., and MSL, Inc., have elected S Corporation status as defined
by the Internal Revenue Code, whereby L.L.L., Inc., and MSL, Inc., are not
subject to federal taxation. Under S Corporation status, the shareholders report
their shares of the companies' taxable earnings or losses in their personal tax
returns. Accordingly, no provision was made for income taxes related to L.L.L.,
Inc., and MSL, Inc., in the accompanying financial statements. L.L.L., Inc., and
MSL, Inc., will terminate their S Corporation status concurrently with the
effective date of this offering.
FINANCIAL INSTRUMENTS
The Group's financial instruments consist of cash, accounts receivable,
accounts payable and debt. The Group believes that the carrying value of these
instruments on the accompanying balance sheets approximates their fair value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Group to a
concentration of credit risk consist primarily of cash deposits and accounts
receivable. The Group maintains cash balances at financial institutions which
may at times be in excess of federally insured levels. The Group has not
incurred losses related to these balances to date.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the
F-39
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Group will adopt SFAS
No. 131 in 1998.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED SEPTEMBER 30,
USEFUL LIVES --------------------
IN YEARS 1996 1997
------------ --------- ---------
Land................................. -- $ 137 $ 137
Buildings............................ 40 1,062 1,062
Vehicles............................. 5 496 550
Machinery and equipment.............. 3-5 529 620
Office furniture and equipment....... 3-5 609 540
Leasehold improvements............... 10 296 306
--------- ---------
Total........................... 3,129 3,215
Less -- Accumulated depreciation and
amortization....................... (2,177) (2,203)
--------- ---------
Property and equipment, net..... $ 952 $ 1,012
========= =========
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Accounts receivable, trade........... $ 3,041 $ 3,546
Purchase Rebates..................... 115 153
Less -- Allowance for doubtful
accounts........................... (158) (173)
--------- ---------
$ 2,998 $ 3,526
========= =========
Activity in the Group's allowance for doubtful accounts consists of the
following (in thousands):
SEPTEMBER 30,
-------------------------------
1995 1996 1997
--------- --------- ---------
Balance at beginning of year............ $ 133 $ 139 $ 158
Additions charged to costs and
expenses.............................. 6 33 43
Less -- Deductions for uncollectible
receivables........................... -- (14) (28)
--------- --------- ---------
$ 139 $ 158 $ 173
========= ========= =========
Accounts payable and accrued expenses consist of the following (in
thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Accounts payable, trade.............. $ 3,340 $ 4,071
Accrued compensation and benefits.... 346 348
Other accrued expenses............... 440 298
--------- ---------
$ 4,126 $ 4,717
========= =========
F-40
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
5. LINES OF CREDIT AND LONG-TERM DEBT:
LINES OF CREDIT
The Group has three lines of credit which provide for borrowings up to $2.4
million or the borrowing base, as defined, whichever is less, with a financial
institution that are secured by accounts receivable, inventory, equipment and
general intangibles. These agreements are guaranteed jointly and severally by
the shareholders of the Group. Interest on two of the lines of credit accrues at
the financial institution's prime rate, which was 8.5 percent at September 30,
1997. Interest on the other line of credit accrues at the financial
institution's prime rate plus .75 percent, which was 9.25 percent at September
30, 1997. Two of the lines of credit are due on demand, while one line of credit
expires on June 1, 1998. As of September 30, 1997, outstanding balances totaled
$1.8 million for the three lines of credit.
LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Notes payable to financial
institutions in total monthly
installments of $2,275 including
interest ranging from 8.5% to 10%,
secured by accounts receivable,
inventory, equipment, general
intangibles and personal property
of a shareholder of the Group,
guaranteed by shareholders of the
Group with final payments due
between June 1998, and May 1999.... $ 58 $ 36
Note payables to financial
institutions in total monthly
installments of $7,187 including
interest ranging from 8.5% to
9.97%, secured by a mortgage on
real estate of the Group,
guaranteed by a shareholder of the
Group with final payment due in
August 2002........................ 223 220
Notes payable to a financial
institution in total monthly
installments of $1,682 including
interest ranging from 2.0% to
10.0%, secured by a mortgage on
real estate of the Group,
subordinated to long-term debt held
by another financial institution
with final payment due in February
2011............................... 165 159
Notes payable to an automobile
financing institution in total
monthly installments of $7,650
including interest ranging from
7.0% to 10.5%, secured by vehicles
with final payments due between
November 1997 and June 2002........ 95 139
--------- ---------
Total................. 541 554
Less -- Current maturities........... (87) (109)
--------- ---------
$ 454 $ 445
========= =========
One of the Company's line of credit agreements contains requirements
regarding certain financial covenants and restrictions. According to the note
agreements, if a shareholder of the Group defaults on personal loan agreements
with the same financial institution, the Group's loan agreements would also be
in default. The Group was in compliance with all provisions of its loan
agreements at September 30, 1997.
F-41
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The aggregate maturities of long-term debt as of September 30, 1997, are as
follows (in thousands):
1998................................. $ 109
1999................................. 88
2000................................. 82
2001................................. 83
2002................................. 73
Thereafter........................... 119
---------
$ 554
=========
6. INCOME TAXES:
The components of the Group's provision for income taxes are as follows (in
thousands):
SEPTEMBER 30,
-------------------------------
1995 1996 1997
--------- --------- ---------
Federal --
Current......................... $ -- $ 192 $ 271
Deferred........................ 186 49 40
--------- --------- ---------
186 241 311
--------- --------- ---------
State --
Current......................... 61 59 82
Deferred........................ (4) 15 12
--------- --------- ---------
57 74 94
--------- --------- ---------
Total provision....... $ 243 $ 315 $ 405
========= ========= =========
The provision for income taxes differs from an amount computed at the
statutory rate as follows (in thousands):
SEPTEMBER 30,
-------------------------------
1995 1996 1997
--------- --------- ---------
Federal income tax at statutory
rates.............................. $ 117 $ 120 $ 324
State income taxes................... 37 48 61
Effect of S Corporation losses....... 88 147 32
Other................................ 1 -- (12)
--------- --------- ---------
$ 243 $ 315 $ 405
========= ========= =========
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Deferred tax assets --
Accrued expenses................ $ 54 $ 59
Allowance for doubtful
accounts........................ 67 73
Inventory....................... 370 400
Other........................... 67 73
--------- ---------
Total deferred tax
assets............. 558 605
--------- ---------
Deferred tax liabilities --
Bases differences in property
and equipment.................. 143 168
State taxes..................... 7 3
Other........................... 521 599
--------- ---------
Total deferred tax
liabilities........ 671 770
--------- ---------
Net deferred tax
liability.......... $ 113 $ 165
========= =========
F-42
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
7. RELATED-PARTY TRANSACTIONS:
The Group leases facilities under operating leases from certain entities
owned by shareholders of the Group. Rent expense on the leases totaled
approximately $513,000, $515,000 and $515,000 for the years ended September 30,
1995, 1996 and 1997, respectively.
The Group is a party to a buying Group through which the Group made
approximately $1.2 million of inventory purchases. A shareholder is currently
serving a three year term that expires April 1998 on the board of directors of
the buying group.
8. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
The Group leases various facilities, equipment and vehicles under
noncancelable operating lease agreements, including leases with related parties.
These leases expire on various dates through 2007. The lease agreements are
subject to renewal under essentially the same terms and conditions as the
original leases.
Future minimum lease payments for noncancelable operating leases including
leases with related parties are as follows (in thousands):
Year ending September 30 --
1998................................. $ 598
1999................................. 641
2000................................. 641
2001................................. 655
2002................................. 660
Thereafter........................... 3,565
---------
$ 6,760
=========
Total rent expense under all operating leases, including operating leases
with related parties, was approximately $633,000, $679,000 and $598,000 for the
years ended September 30, 1995, 1996 and 1997, respectively.
STOCK TRANSFER AND REDEMPTION AGREEMENT
Under the terms of a stock transfer and redemption agreement executed in
December 1994, if a shareholder desires to dispose of his shares of common stock
(Offered Shares), the Group has the exclusive right to purchase the Offered
Shares within 30 days from the shareholder. If the Group does not elect to
purchase the Offered Shares, the remaining shareholders have ten days to
purchase the portion of the Offered Shares not purchased by the Group.
GUARANTY
The group is contingently liable as guarantor of certain indebtedness of
its principal shareholder.
LITIGATION
At certain times, the Group is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Group's financial
position or results of operations.
F-43
<PAGE>
TRANSPORTATION COMPONENTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
INSURANCE
The Group carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Group has not incurred
significant claims or losses on any of these insurance policies.
SELF-INSURANCE
The Group self-insures for actual losses below deductible amounts resulting
from medical claims. The Group has purchased employer's excess indemnification
and employee stop-loss insurance to mitigate potential losses to the Group.
Historically, the Group has not incurred any significant losses on employee
medical insurance claims and management believes the Group's reserves are
sufficient to cover the Group's liabilities for claims incurred.
EMPLOYEE 401(K) RETIREMENT PLAN
The Group participates in a 401(k) profit-sharing plan (the Plan) with
related companies which covers eligible employees at least 21 years of age who
have completed at least one year of service. The Plan allows for employee
contributions through salary deductions of up to 15 percent of total
compensation, subject to the statutory limits. Employer matching contributions
totaled approximately $14,000, $22,000 and $25,000 for the years ended September
30, 1995, 1996 and 1997, respectively.
9. EVENTS SUBSEQUENT TO DATE OF REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
(UNAUDITED):
In April 1998, TCC issued a subordinated promissory note in the amount of
$717,000 in redemption of all of its outstanding preferred stock. The note bears
interest at the annual rate of 9 percent and is payable in quarterly
installments through April 1, 2013. The note is subordinated to all other
indebtedness of TCC existing at April 1, 1998.
F-44
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Gear & Wheel Group:
We have audited the accompanying combined balance sheets of Gear & Wheel
Group (the Group) (all Florida Corporations), as defined in Note 1 to the
combined financial statements, as of June 30, 1997 and March 31, 1998, and the
related combined statements of operations, shareholders' equity and cash flows
for the years ended June 30, 1996 and 1997 and the nine months ended March 31,
1998. These financial statements are the responsibility of the Group's
management. Our responsibility is to express an opinion on these combined
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Group
as of June 30, 1997 and March 31, 1998, and the results of their combined
operations and their combined cash flows for the years ended June 30, 1996 and
1997 and the nine months ended March 31, 1998, in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
May 15, 1998
F-45
<PAGE>
GEAR & WHEEL GROUP
COMBINED BALANCE SHEETS
(IN THOUSANDS)
JUNE 30, MARCH 31,
1997 1998
-------- ---------
ASSETS
CURRENT ASSETS:
Cash............................ $ 503 $ 212
Accounts receivable, net........ 2,758 2,710
Receivables from related
parties......................... 416 423
Inventories..................... 7,361 7,688
Prepaid expenses and other...... 15 14
-------- ---------
Total current
assets.............. 11,053 11,047
PROPERTY AND EQUIPMENT, net.......... 472 842
OTHER ASSETS......................... 63 67
-------- ---------
Total assets.......... $ 11,588 $11,956
======== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses....................... $ 2,362 $ 1,987
Payables to related party....... 381 606
Lines of credit................. 1,868 1,940
Current maturities of long-term
debt........................... 161 239
Deferred tax liability.......... 748 636
Other current liabilities....... 47 30
-------- ---------
Total current
liabilities......... 5,567 5,438
LONG-TERM DEBT, net.................. 425 572
PAYABLE TO RELATED PARTY............. 320 381
DEFERRED TAX LIABILITY............... 332 332
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock.................... 8 8
Additional paid-in capital...... 13 13
Retained earnings............... 4,998 5,287
Treasury stock.................. (75) (75)
-------- ---------
Total shareholders'
equity.............. 4,944 5,233
-------- ---------
Total liabilities and
shareholders'
equity.............. $ 11,588 $11,956
======== =========
The accompanying notes are an integral part of these combined financial
statements.
F-46
<PAGE>
GEAR & WHEEL GROUP
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
NINE
YEAR ENDED MONTHS
JUNE 30, ENDED
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ----------
REVENUES............................. $ 20,710 $ 21,475 $ 17,924
COST OF SALES........................ 14,299 14,644 12,388
--------- --------- ----------
Gross profit.......... 6,411 6,831 5,536
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 5,201 5,471 4,752
--------- --------- ----------
Income from
operations......... 1,210 1,360 784
OTHER INCOME (EXPENSE):
Interest expense................ (195) (177) (221)
Other income, net............... 20 28 32
--------- --------- ----------
INCOME BEFORE INCOME TAXES........... 1,035 1,211 595
PROVISION FOR INCOME TAXES........... 346 407 248
--------- --------- ----------
NET INCOME........................... $ 689 $ 804 $ 347
========= ========= ==========
The accompanying notes are an integral part of these combined financial
statements.
F-47
<PAGE>
GEAR & WHEEL GROUP
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON
STOCK AND
ADDITIONAL TOTAL
PAID-IN RETAINED TREASURY SHAREHOLDERS'
CAPITAL EARNINGS STOCK EQUITY
----------- -------- -------- --------------
<S> <C> <C> <C> <C>
BALANCE, June 30, 1995............... $ 21 $3,648 $ (75) $3,594
Net income...................... -- 689 -- 689
--- -------- -------- --------------
BALANCE, June 30, 1996............... 21 4,337 (75) 4,283
Net income...................... -- 804 -- 804
Distributions................... -- (143) -- (143)
--- -------- -------- --------------
BALANCE, June 30, 1997............... 21 4,998 (75) 4,944
Net income...................... -- 347 -- 347
Distributions................... (58) -- (58)
--- -------- -------- --------------
BALANCE, March 31, 1998.............. $ 21 $5,287 $ (75) $5,233
=== ======== ======== ==============
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-48
<PAGE>
GEAR & WHEEL GROUP
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED NINE MONTHS
JUNE 30, ENDED
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................... $ 689 $ 804 $ 347
Adjustments to reconcile net income
to net cash provided by (used
in) operating activities --
Depreciation and amortization... 197 172 156
Deferred income tax provision
(benefit)..................... 13 58 (112)
Changes in assets and
liabilities --
Accounts receivable and
related party receivables,
net........................ 229 (279) 41
Inventories................... (921) (722) (327)
Prepaid expenses and other.... 44 (15) 1
Other assets.................. -- (32) (4)
Accounts payable and accrued
expenses................... (190) 322 (375)
Other current liabilities..... 78 (31) (17)
--------- --------- ------------
Net cash provided by (used
in) operating
activities.............. 139 277 (290)
--------- --------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and
equipment....................... (156) (243) (526)
--------- --------- ------------
Net cash used in investing
activities.............. (156) (243) (526)
--------- --------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on line
of credit....................... 163 (85) 72
Net proceeds (repayments) from
long-term debt.................. (3) 2 225
Net proceeds from related party
borrowings...................... 53 379 286
Distributions to shareholder....... -- (143) (58)
--------- --------- ------------
Net cash provided by
financing activities.... 213 153 525
--------- --------- ------------
NET INCREASE (DECREASE) IN CASH...... 196 187 (291)
CASH, beginning of period............ 120 316 503
--------- --------- ------------
CASH, end of period.................. $ 316 $ 503 $ 212
========= ========= ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for --
Interest........................ $ 227 $ 196 $ 221
Income taxes.................... 268 380 265
Assets acquired by incurring notes
payable......................... -- 430 --
The accompanying notes are an integral part of these combined financial
statements.
F-49
<PAGE>
GEAR & WHEEL GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Gear & Wheel Group includes the financial statements of the following group
of companies under common control and ownership (collectively, the Group): Gear
& Wheel, Inc.; Try One, Inc.; and Ocala Truck Parts, Inc. (all Florida
Corporations). The Group, headquartered in Orlando, Florida, was founded in 1981
and serves customers principally in Florida. The Group primarily distributes
commercial vehicle parts and remanufactures brakes, clutches, drive-train
components and turbochargers.
In May 1997, the Group purchased certain accounts receivable, inventory and
equipment of Ocala Truck Parts, Inc. for approximately $430,000. The assets and
results of operations since the purchase are included in the accompanying
combined balance sheet as of March 31, 1998, and the related combined statement
of operations for the period then ended. The purchase was financed through
incurring a note payable equal in amount to the estimated fair value of the
acquired assets at the date of purchase.
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
the Group's common stock in exchange for cash and shares of TransCom USA's
common stock. Property and equipment of approximately $4,000, which is included
in the balance sheet at March 31, 1998, was distributed to the shareholders. Had
these distributions been made at March 31, 1998, the effect on the Company's
balance sheet would have been to decrease Shareholders' equity by approximately
$4,000. Gear & Wheel Group made a cash distribution of approximately $895,000
which represented the estimated S Corporation accumulated adjustment account.
Gear & Wheel Group funded this distribution through cash on hand and borrowings
from existing sources. Had these distributions been made at March 31, 1998 the
effect on Gear & Wheel Group's balance sheet would have been to increase
liabilities by $785,000 and decrease stockholder's equity by approximately
$895,000. Concurrently with the Merger, the Group entered into an agreement with
the shareholders to lease certain facilities used in the Group's operations for
negotiated amounts and terms.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The combined financial statements include the accounts and the results of
operations of the Group for all periods during which the companies were under
common control. All significant intercompany balances and transactions have been
eliminated in combination.
Certain accounts have been reclassified in prior years to conform to
current period presentation.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
F-50
<PAGE>
GEAR & WHEEL GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
SHAREHOLDERS' EQUITY
The equity structure of the Group is as follows at June 30, 1996 and 1997
and March 31, 1998:
SHARES
AUTHORIZED ISSUED AND PAR
SHARES OUTSTANDING VALUE
----------- ------------ ------
Common stock --
Gear & Wheel, Inc.............. 20,000 18,125 $ .375
Try One, Inc................... 1,000 1,000 $ .375
In addition, Gear & Wheel, Inc. held 1,875 shares of treasury stock at a
cost of $75,000 at June 30, 1996 and 1997 and March 31, 1998.
REVENUE RECOGNITION
The Group recognizes revenue from part sales when products are shipped.
Service revenues are recognized when repairs are completed.
INCOME TAXES
Gear & Wheel, Inc. accounts for income taxes in accordance with Statement
of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income
Taxes." Under SFAS No. 109, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts to be
realized. The provision for income taxes is the tax payable for the year and the
change during the year in deferred tax assets and liabilities.
Try One, Inc. and Ocala Truck Parts, Inc. have elected S Corporation status
as defined by the Internal Revenue Code, whereby Try One, Inc. and Ocala Truck
Parts, Inc. are not subject to federal taxation. Under S Corporation status, the
shareholders report their shares of the companies' taxable earnings or losses in
their personal tax returns. Accordingly, no provision was made for income taxes
related to Try One, Inc. and Ocala Truck Parts, Inc. in the accompanying
financial statements. Try One, Inc. and Ocala Truck Parts, Inc. will terminate
their S Corporation status concurrently with the effective date of this
offering.
FINANCIAL INSTRUMENTS
The Group's financial instruments consist of cash, accounts receivable,
accounts payable and debt. The Group believes that the carrying value of these
instruments on the accompanying balance sheets approximates their fair value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Group to a
concentration of credit risk consist primarily of cash deposits and accounts
receivable. The Group maintains cash balances at financial institutions which
may at times be in excess of federally insured levels. The Group has not
incurred losses related to these balances to date.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities and
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.
F-51
<PAGE>
GEAR & WHEEL GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Group will adopt SFAS
No. 131 in 1998.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED
USEFUL LIVES JUNE 30, MARCH 31,
IN YEARS 1997 1998
------------ -------- ---------
Vehicles............................. 5 $ 510 $ 549
Machinery and equipment.............. 7 838 985
Office furniture and equipment....... 7 585 656
Leasehold improvements............... 7 209 475
-------- ---------
Total........................... 2,142 2,665
Less -- Accumulated depreciation and
amortization....................... (1,670) (1,823)
-------- ---------
Property and equipment, net..... $ 472 $ 842
======== =========
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Accounts receivable, trade........... $2,226 $ 2,203
Purchase rebates..................... 663 589
Due from employees................... 11 8
Less -- Allowance for doubtful
accounts........................... (142) (90)
-------- ---------
$2,758 $ 2,710
======== =========
Activity in the Group's allowance for doubtful accounts consists of the
following (in thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ---------
Balance at beginning of year......... $ 123 $ 137 $ 142
Additions charged to costs and
expenses........................... 73 27 18
Less -- Deductions for uncollectible
receivables written off............ (59) (22) (70)
--------- --------- ---------
$ 137 $ 142 $ 90
========= ========= =========
Accounts payable and accrued expenses consist of the following (in
thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Accounts payable, trade.............. $1,962 $ 1,773
Accrued compensation and benefits.... 249 140
Other accrued expenses............... 151 74
-------- ---------
$2,362 $ 1,987
======== =========
F-52
<PAGE>
GEAR & WHEEL GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
5. LINES OF CREDIT AND LONG-TERM DEBT:
LINES OF CREDIT
The Group has three lines of credit which provide for borrowings up to $2.3
million with financial institutions that are secured by accounts receivable,
inventory, equipment and general intangibles. These agreements are guaranteed
jointly and severally by the shareholders of the Group. Interest on the lines of
credit accrues at the financial institutions prime rates, which were 8.25
percent at March 31, 1998. The lines of credit expire on December 31, 1998.
There was approximately $1.9 million outstanding under the agreements at March
31, 1998.
LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Note payable to the former owner of
Ocala Truck Parts, Inc., in total
monthly installments of $7,170,
including interest of 8.5%, secured
by accounts receivable, inventory
and equipment, guaranteed by
shareholders of the Group with
final payment due in June 2002..... $ 430 $ 359
Various notes payable to financial
institutions, in total monthly
installments of $16,638 including
interest ranging from 8.25% to
9.0%, secured by accounts
receivable and certain property and
equipment, guaranteed by the
shareholders of the Group with
final payments due between December
1996 and August 2001............... 156 452
-------- ---------
Total........................... 586 811
Less -- Current maturities........... (161) (239)
-------- ---------
$ 425 $ 572
======== =========
Certain of the Group's loan agreements contain requirements regarding
working capital and financial ratios. The Group was in compliance with all
provisions of its loan agreements at March 31, 1998.
The aggregate maturities of long-term debt as of March 31, 1998, are as
follows (in thousands):
1999................................. 239
2000................................. 247
2001................................. 191
2002................................. 112
2003................................. 22
---------
$ 811
=========
F-53
<PAGE>
GEAR & WHEEL GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
6. INCOME TAXES:
The components of the provision for income taxes are as follows (in
thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
-------- -------- ---------
Federal --
Current......................... $ 286 $ 299 $ 312
Deferred........................ 11 50 (100)
-------- --------
297 349 212
-------- -------- ---------
State --
Current......................... 47 50 48
Deferred........................ 2 8 (12)
-------- -------- ---------
49 58 36
-------- -------- ---------
Total provision............ $ 346 $ 407 $ 248
======== ======== =========
The provision for income taxes differs from an amount computed at the
statutory rate as follows
(in thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
-------- -------- ---------
Federal income tax at statutory
rates.............................. $ 298 $ 347 $ 208
State income taxes................... 32 38 24
Nondeductible expenses............... 16 22 16
-------- -------- ---------
$ 346 $ 407 $ 248
======== ======== =========
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Deferred tax assets --
Accrued expenses $ 42 $ 70
-------- ---------
Total deferred tax
assets.................. 42 70
-------- ---------
Deferred tax liabilities --
Bases differences in property
and equipment................. 18 (1)
Inventory....................... 1,104 1,039
-------- ---------
Total deferred tax
liabilities............. 1,122 1,038
-------- ---------
Net deferred tax
liability............... $1,080 $ 968
======== =========
7. RELATED-PARTY TRANSACTIONS:
The Group leases a facility under an operating lease from an entity owned
by shareholders of the Group. Rent expense on the lease totaled approximately
$67,000, $143,000 and $222,000 for the years ended June 30, 1996 and 1997 and
the nine months ended March 31, 1998, respectively.
The Group has a note payable to a related-party with interest of 10
percent, of approximately $381,000 and $531,000 at June 30, 1997 and March 31,
1998, respectively.
The Group also has a note payable to a shareholder of the Group with
interest of 12%, of approximately $320,000 and $381,000 at June 30, 1996 and
1997 and March 31, 1998, respectively.
The Group also has payables to various related parties of approximately
$75,000 at March 31, 1998.
F-54
<PAGE>
GEAR & WHEEL GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
8. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
The Group leases various facilities, equipment and vehicles under
noncancelable operating lease agreements, including leases with related parties.
These leases expire on various dates through 2007. The lease agreements are
subject to renewal under essentially the same terms and conditions as the
original leases.
Future minimum lease payments for noncancelable operating leases including
leases with related parties are as follows (in thousands):
Year ending March 31 --
1999............................ $ 474
2000............................ 441
2001............................ 370
2002............................ 296
2003............................ 296
Thereafter...................... 1,010
---------
$ 2,887
=========
Total rent expense under all operating leases, including operating leases
with related parties, was approximately $336,000 and $382,000 for the years
ended June 30, 1996 and 1997 and $420,000 for the nine months ended March 31,
1998, respectively.
LITIGATION
At certain times, the Group is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Group's financial
position or results of operations.
INSURANCE
The Group carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Group has not incurred
significant claims or losses on any of these insurance policies.
EMPLOYEE 401(K) RETIREMENT PLAN
The Group participates in a 401(k) profit-sharing plan (the Plan) with
related companies which covers eligible employees at least 21 years of age who
have completed at least one year of service. The Plan allows for employee
contributions through salary deductions of up to 15 percent of total
compensation, subject to the statutory limits. Employer matching contributions
totaled approximately $49,000, $48,000 and $36,000 for the years ended June 30,
1996 and 1997 and the nine months ended March 31, 1998, respectively.
F-55
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Amparts Group:
We have audited the accompanying combined balance sheets of Amparts Group,
as defined in Note 1 to the combined financial statements, as of December 31,
1996 and 1997, and the related combined statements of operations, shareholders'
equity and cash flows for each of the three years in the period ended December
31, 1997. These combined financial statements are the responsibility of Amparts
Group's management. Our responsibility is to express an opinion on these
combined financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Amparts
Group as of December 31, 1996 and 1997, and the results of their combined
operations and their combined cash flows for each of the three years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 15, 1998
F-56
<PAGE>
AMPARTS GROUP
COMBINED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash............................ $ 1,105 $ 165 $ 320
Accounts receivable, net........ 1,425 2,576 2,920
Receivables from related
parties....................... 44 328 418
Inventories..................... 3,369 5,575 5,836
Prepaid expenses and other...... 41 93 90
--------- --------- ------------
Total current assets....... 5,984 8,737 9,584
PROPERTY AND EQUIPMENT, net.......... 184 375 384
DEFERRED TAX ASSET................... 309 293 277
OTHER ASSETS......................... 38 38 33
--------- --------- ------------
Total assets............... $ 6,515 $ 9,443 $ 10,278
========= ========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses...................... $ 2,563 $ 3,316 $ 3,708
Payables to related parties..... 28 49 58
Line of credit.................. 1,640 1,576 1,736
Deferred tax liability.......... 302 792 857
--------- --------- ------------
Total current
liabilities............. 4,533 5,733 6,359
SHAREHOLDERS' EQUITY:
Common stock.................... 713 713 713
Retained earnings............... 1,269 2,997 3,206
--------- --------- ------------
Total shareholders' equity 1,982 3,710 3,919
--------- --------- ------------
Total liabilities and
shareholders' equity.... $ 6,515 $ 9,443 $ 10,278
========= ========= ============
The accompanying notes are an integral part of these combined financial
statements.
F-57
<PAGE>
AMPARTS GROUP
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUES............................. $ 10,528 $ 14,806 $ 22,687 $ 4,707 $ 6,489
COST OF SALES........................ 7,709 11,278 17,240 3,545 4,768
--------- --------- --------- --------- ---------
Gross profit............... 2,819 3,528 5,447 1,162 1,721
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 1,779 2,326 2,857 675 889
--------- --------- --------- --------- ---------
Income from operations..... 1,040 1,202 2,590 487 832
OTHER EXPENSE:
Interest expense................ 99 97 115 34 40
Other expense, net.............. 298 51 126 26 136
--------- --------- --------- --------- ---------
INCOME BEFORE INCOME TAXES........... 643 1,054 2,349 427 656
PROVISION FOR INCOME TAXES........... 132 247 292 39 93
--------- --------- --------- --------- ---------
NET INCOME........................... $ 511 $ 807 $ 2,057 $ 388 $ 563
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-58
<PAGE>
AMPARTS GROUP
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
TOTAL
COMMON RETAINED SHAREHOLDERS'
STOCK EARNINGS EQUITY
------- --------- -------------
BALANCE, December 31, 1994........... $ 713 $ 741 $ 1,454
Net income...................... -- 511 511
Dividends....................... -- (147) (147)
------- --------- -------------
BALANCE, December 31, 1995........... 713 1,105 1,818
Net income...................... -- 807 807
Dividends....................... -- (643) (643)
------- --------- -------------
BALANCE, December 31, 1996........... 713 1,269 1,982
Net income...................... -- 2,057 2,057
Dividends....................... -- (329) (329)
------- --------- -------------
BALANCE, December 31, 1997........... 713 2,997 3,710
Net income (unaudited).......... -- 563 563
Dividends (unaudited)........... -- (354) (354)
------- --------- -------------
BALANCE, March 31, 1998
(unaudited)........................ $ 713 $ 3,206 $ 3,919
======= ========= =============
The accompanying notes are an integral part of these combined financial
statements.
F-59
<PAGE>
AMPARTS GROUP
COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED ENDED
DECEMBER 31, MARCH 31,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income......................... $ 511 $ 807 $ 2,057 $ 388 $ 563
Adjustments to reconcile net income
to net cash provided by (used
in) operating activities --
Deferred income tax provision
(benefit)..................... (234) 82 506 127 81
Depreciation and amortization... 51 61 83 14 2
Changes in assets and
liabilities --
Accounts receivable, net...... 617 (230) (1,151) (830) (344)
Receivables from related
parties.................... (42) (2) (284) (51) (90)
Inventories................... 368 (1,753) (2,206) (554) (261)
Prepaid expenses and other.... (147) 92 (52) 2 8
Accounts payable and accrued
expenses................... (830) 1,726 753 887 392
Payables to related parties... 38 (10) 21 (28) 9
--------- --------- --------- --------- ---------
Net cash provided by (used
in) operating
activities.............. 332 773 (273) (45) 360
--------- --------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and
equipment....................... (35) (98) (274) (71) (11)
--------- --------- --------- --------- ---------
Net cash used in investing
activities.............. (35) (98) (274) (71) (11)
--------- --------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on line
of credit....................... 7 730 (64) (702) 160
Payment of dividends............... (147) (643) (329) (82) (354)
--------- --------- --------- --------- ---------
Net cash provided by (used
in) financing
activities.............. (140) 87 (393) (784) (194)
--------- --------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH...... 157 762 (940) (900) 155
CASH, beginning of period............ 186 343 1,105 1,105 165
--------- --------- --------- --------- ---------
CASH, end of period.................. $ 343 $ 1,105 $ 165 $ 205 $ 320
========= ========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for --
Interest........................ $ 90 $ 82 $ 98 $ 29 $ 37
Income taxes.................... 1 3 5 3 1
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
F-60
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Amparts Group (the Group) consists of Amparts International, Inc., a Texas
corporation, headquartered in Laredo, Texas, was founded in 1990 and, together
with its affiliates Amparts, Inc., and Proveedor Mayorista al Refaccionario S.A.
de C.V. (Promare) (collectively, Amparts), serves customers principally in
Mexico and countries in South and Central America, Southeast Asia and the
Pacific Rim from its locations in Washington, Texas and Florida. Amparts
primarily exports commercial vehicle parts.
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
the Group's common stock in exchange for cash and shares of TransCom USA's
common stock. Approximately $33,000 of other assets, which are included in the
balance sheet at March 31, 1998, were distributed to the shareholders. Had these
distributions been made at March 31, 1998 the effect on the Group's balance
sheet would have been to decrease shareholder's equity by approximately $33,000.
Amparts International, Inc. and Amparts, Inc. made a series of cash
distributions of approximately $4.0 million which represented Amparts
International, Inc. and Amparts, Inc.'s estimated S Corporation accumulated
adjustment account and accumulated income of the interest -- charge Domestic
International Sales Corporation. Amparts International, Inc. and Amparts, Inc.
funded this distribution through cash on hand and borrowings from existing
sources. Had these distributions been made at March 31, 1998 the effect on
Amparts' balance sheet would have been to increase liabilities by approximately
$3.6 million and decrease stockholders' equity by approximately $4.0 million.
Concurrently with the Merger, the Group entered into an agreement with KICI to
lease land, equipment and buildings used in the Group's operations for
negotiated amounts and terms.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The combined financial statements include the accounts and the results of
operations of the Group for all periods during which the companies were under
common control. All significant intercompany balances and transactions have been
eliminated in combination.
INTERIM FINANCIAL INFORMATION
The interim financial statements as of March 31, 1998, and for the three
months ended March 31, 1997 and 1998, are unaudited, and certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted. In
the opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the financial position, results of
operations and cash flows with respect to the interim financial statements have
been included.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
F-61
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
SHAREHOLDERS' EQUITY
The equity structure of the Group was as follows at each December 31, 1996
and 1997:
SHARES
AUTHORIZED ISSUED AND
SHARES OUTSTANDING PAR VALUE
---------- ----------- ---------
Common Stock --
Amparts International, Inc. .... 420 420 $ 1,000
Amparts, Inc. .................. 3,000 3,000 $ 1
Promare
Series A................... 750,000 750,000 $ .32
Series B................... 150,000 150,000 $ .32
REVENUE RECOGNITION
The Group recognizes revenue when products are shipped.
INCOME TAXES
Amparts International, Inc. has elected S Corporation status as defined by
the Internal Revenue Code, whereby Amparts International, Inc. is not subject to
federal taxation. Under S Corporation status, the shareholders report their
shares of taxable earnings or losses in their personal tax returns. Accordingly,
no provision was made for income taxes related to Amparts International, Inc. in
the accompanying historical financial statements. Amparts International, Inc.
will terminate its S Corporation status concurrently with the effective date of
this Offering.
Amparts, Inc., is qualified as an interest-charge Domestic International
Sales Corporation (DISC) under Internal Revenue Code provisions. Under these
provisions, taxable income distributed to the shareholders is subject to tax in
their respective individual income tax returns. The shareholders may defer
paying taxes on undistributed taxable income attributable to a maximum of $10
million of qualified export gross receipts per year for each year Amparts Inc.,
is a qualified interest-charge DISC. Such deferral requires the shareholders to
pay an interest charge computed on the deferred tax liability on the accumulated
and undistributed DISC income. Taxable income attributable to sales greater than
$10 million is reportable on the federal income tax returns of Amparts, Inc.'s
shareholders.
Promare accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Under SFAS
No. 109, deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amounts to be realized. The
provision for income taxes is the tax payable for the year and the change during
the year in deferred tax assets and liabilities.
FOREIGN CURRENCY TRANSLATION
In accordance with SFAS No. 52, "Foreign Currency Translation," the U.S.
dollar has been determined to be the functional currency for Promare. Therefore,
assets and liabilities of Promare's operations are translated into U.S. dollars
at the current exchange rate in effect at the balance sheet date, and revenues
and expenses are translated at the average exchange rate for the period. Gains
and losses from transactions in foreign currencies are reported in other
expense, net. These gains (losses) were approximately $178,000, $(35,000) and
$(162,000) for the years ended December 31, 1995, 1996 and 1997, respectively.
F-62
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
FOREIGN EXCHANGE CONTRACTS
The Group occasionally enters into foreign exchange contracts only as a
hedge against certain existing economic exposures and not for speculative or
trading purposes. These contracts reduce exposure to currency movements
affecting existing assets and liabilities denominated in foreign currencies,
such exposure resulting primarily from trade receivables and payables and
intercompany transactions. Gains (losses) from these transactions were
approximately $41,000, $(7,000) and $(50,000) for the years ended December 31,
1995, 1996 and 1997, respectively, and are included in other expense, net.
FINANCIAL INSTRUMENTS
The Group's financial instruments consist of cash, accounts receivable,
accounts payable and a line of credit. The Group believes that the carrying
value of these instruments on the accompanying balance sheets approximates their
fair value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Group to a
concentration of credit risk consist primarily of cash deposits and accounts
receivable. The Group maintains cash balances at financial institutions which
may at times be in excess of federally insured levels. The Group has not
incurred losses related to these balances to date. Concentrations of credit risk
with respect to trade accounts receivable are limited due to the large number of
customers and their dispersion across many geographic areas. However, a
significant amount of trade receivables are with transportation companies in
several countries. Although the Group does not currently foresee a credit risk
associated with these receivables, repayment is dependent upon the financial
stability of those countries' national economies. The Group performs periodic
credit evaluations of its customers and generally does not require collateral.
The Group monitors its exposure for credit losses and maintains an allowance for
anticipated losses.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities and
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.
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Group will adopt SFAS
No. 131 in 1998.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED DECEMBER 31,
USEFUL LIVES --------------------
IN YEARS 1996 1997
------------ --------- ---------
Vehicles............................. 5 $ 121 $ 155
Machinery and equipment.............. 5 9 76
Office furniture and equipment....... 5 264 273
Leasehold improvements............... 10 51 139
--------- ---------
Total........................... 445 643
Less -- Accumulated depreciation and
amortization....................... (261) (268)
--------- ---------
Property and equipment, net..... $ 184 $ 375
========= =========
F-63
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
DECEMBER 31,
--------------------
1996 1997
--------- ---------
Accounts receivable, trade........... $ 1,716 $ 2,815
Less -- Allowance for doubtful
accounts........................... (291) (239)
--------- ---------
$ 1,425 $ 2,576
========= =========
Activity in the Company's allowance for doubtful accounts consists of the
following (in thousands):
DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
Balance at beginning of year......... $ 319 $ 236 $ 291
Additions charged to costs and
expenses........................... 33 23 --
Less: Deductions for uncollectible
receivables written off............ (116) (18) (52)
Bad debt recoveries.................. -- 50 --
--------- --------- ---------
$ 236 $ 291 $ 239
========= ========= =========
Accounts payable and accrued expenses consist of the following (in
thousands):
DECEMBER 31,
--------------------
1996 1997
--------- ---------
Accounts payable, trade.............. $ 1,469 $ 2,442
Accrued compensation and benefits.... 252 357
Other accrued expenses............... 842 517
--------- ---------
$ 2,563 $ 3,316
========= =========
5. LINE OF CREDIT:
The Group has $5 million available under a line of credit agreement with a
financial institution, subject to certain maximum borrowing restrictions based
on outstanding accounts receivable and inventory balances. This line of credit
is secured by accounts receivable, inventory, equipment and intangibles. The
agreement is guaranteed jointly and severally by the shareholders of the Group
and affiliates. In 1997, a LIBOR-based borrowing component was added to the line
of credit, allowing the Group to borrow at LIBOR plus 2.25 percent, conditional
upon $1 million in minimum borrowings and $500,000 borrowing increments. The
LIBOR-based rate at December 31, 1997, upon which the Group was charged
interest, was 8.16 percent. The line of credit expires on June 30, 1998. There
was approximately $1.6 million outstanding under the agreement at December 31,
1997.
The Group's line of credit agreement contains requirements regarding
working capital and certain financial ratios. The Group was in compliance with
the provisions of its loan agreements at December 31, 1997.
F-64
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
6. INCOME TAXES:
The components of the provision for income taxes are as follows (in
thousands):
DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
Federal --
Current......................... $ 365 $ 163 $ (219)
Deferred........................ (234) 82 506
--------- --------- ---------
131 245 287
--------- --------- ---------
State --
Current......................... 1 2 5
Deferred........................ -- -- --
--------- --------- ---------
1 2 5
--------- --------- ---------
Total provision....... $ 132 $ 247 $ 292
========= ========= =========
The provision for income taxes differs from an amount computed at the
statutory rate as follows (in thousands):
DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
Federal income tax at statutory
rates.............................. $ 225 $ 369 $ 822
State income taxes................... 1 2 5
Nondeductible expenses............... 119 43 (6)
S Corporation and DISC income........ (213) (167) (529)
--------- --------- ---------
$ 132 $ 247 $ 292
========= ========= =========
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
DECEMBER 31,
--------------------
1996 1997
--------- ---------
Deferred tax assets --
Allowance for doubtful
accounts....................... $ 10 $ 12
Other revenues and deductions... 129 181
Inflationary revaluation........ 185 130
Net operating losses............ 317 301
--------- ---------
Total deferred tax
assets............ 641 624
--------- ---------
Deferred tax liabilities --
Inventory....................... (626) (1,127)
Bases differences in property
and equipment.................. (8) (8)
Intangibles and leases.......... -- 12
--------- ---------
Total deferred tax
liabilities....... (634) (1,123)
--------- ---------
Net deferred tax asset
(liability)....... $ 7 $ (499)
========= =========
F-65
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
7. RELATED-PARTY TRANSACTIONS:
The Group had the following transactions with KIC International, Inc.
(KICI), KIC Worldwide, Inc. and KIC Holdings, Inc., affiliates of the Group
through common shareholders (in thousands):
1995 1996 1997
--------- --------- ---------
Sales................................ $ 83 $ 126 $ 85
Purchases............................ 410 646 430
Year-end accounts receivable......... 42 44 328
Year-end accounts payable............ 38 28 49
The Group has an agreement with KICI whereby KICI is permitted to allocate
to and charge the Group for certain administrative expenses incurred by KICI on
the Group's behalf. These administrative expenses include office rent paid by
KICI on the Group's behalf, warehouse charges related to the Group's products
shipped through KICI's facilities and direct personnel costs incurred by KICI on
the Group's behalf. Total amounts charged to the Group by KICI for these
administrative expenses were approximately $293,000, $343,000 and $299,000 for
the years ended December 31, 1995, 1996 and 1997, respectively.
8. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
The Group leases various facilities, equipment and vehicles under
noncancelable operating lease agreements, including leases with related parties.
These leases expire on various dates through 2000. The lease agreements are
subject to renewal under essentially the same terms and conditions as the
original leases.
Future minimum lease payments for noncancelable operating leases are as
follows (in thousands):
Year ending December 31 --
1998............................ $ 70
1999............................ 66
2000 and thereafter............. 40
---------
$ 176
=========
Total rent expense under all operating leases, including operating leases
with related parties, was approximately $108,000, $112,000 and $143,000 for the
years ended December 31, 1995, 1996 and 1997, respectively.
RESTRICTED STOCK AGREEMENT
The Group and its shareholders entered into a restricted stock agreement
whereby the shareholders agreed not to sell, assign, transfer, encumber, pledge
or in any other way dispose of their shares of stock without allowing the
shareholders the right of first refusal to purchase stock at the time of an
offer to sell by another shareholder.
LITIGATION
At certain times, the Group is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Group's financial
position or results of operations.
F-66
<PAGE>
AMPARTS GROUP
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
INSURANCE
The Group carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Group has not incurred
significant claims or losses on any of these insurance policies.
EMPLOYEE PROFIT-SHARING PLAN
Amparts participates in KICI's 401(k) profit-sharing plan (the Plan) which
covers eligible employees at least 21 years of age who have completed at least
one year of service. The Plan includes a salary reduction arrangement and a cash
or deferred arrangement. Each Plan year, the employer can make discretionary
contributions to the Plan. The Plan allows for employee contributions through
salary deductions of up to 15 percent of total compensation, subject to the
statutory limits. There were no employer matching contributions for the years
ended December 31, 1995 or 1996. Employer matching contributions were
approximately $20,000 in 1997.
In 1997, Promare began offering its employees a profit-sharing plan whereby
the employees may contribute a portion of their salaries. In accordance with
Mexican law, Promare is required to match the employees' contribution up to 13
percent of their salaries. Employer contributions under this plan were
approximately $6,000 during 1997.
F-67
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Cook Brothers Companies, Inc. and Subsidiary:
We have audited the accompanying consolidated balance sheets of The Cook
Brothers Companies, Inc. and Subsidiary (the Company) (New York Corporations),
as of June 30, 1997 and March 31, 1998, and the related consolidated statements
of operations, stockholders' equity and cash flows for the years ended June 30,
1996 and 1997 and the nine months ended March 31, 1998. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
The Cook Brothers Companies, Inc. and Subsidiary, as of June 30, 1997 and March
31, 1998, and the results of their consolidated operations and their
consolidated cash flows for the years ended June 30, 1996 and 1997 and the nine
months ended March 31, 1998, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Houston, Texas
May 18, 1998
F-68
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, MARCH 31,
1997 1998
-------- -----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....... $ 572 $ 1,225
Accounts receivable, net........ 2,599 4,256
Receivables from related
parties, current............... 25 439
Notes receivable, current....... 1,043 764
Inventories..................... 8,405 10,313
Prepaid expenses and other...... 431 379
Deferred tax asset.............. 51 146
-------- -----------
Total current assets....... 13,126 17,522
PROPERTY AND EQUIPMENT, net.......... 2,602 3,065
NOTES RECEIVABLE, net................ 2,004 2,207
RECEIVABLES FROM RELATED PARTIES,
net................................ 21 27
-------- -----------
Total assets............... $ 17,753 $22,821
======== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses....................... $ 2,154 $ 3,122
Payables to related parties..... 41 31
Line of credit.................. -- 7,922
Current maturities of long-term
debt and floor plan payable.... 2,247 4,152
-------- -----------
Total current
liabilities............. 4,442 15,227
LONG-TERM DEBT, net.................. 4,112 4,436
LINE OF CREDIT....................... 6,349 --
PAYABLE TO RELATED PARTY............. 281 249
DEFERRED TAX LIABILITY............... 327 327
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, no stated par
value, 5,000 shares authorized,
2,351 shares issued and 1,000
outstanding.................... 424 424
Retained earnings............... 2,670 3,010
Treasury stock, 1,351 shares, at
cost........................... (852) (852)
-------- -----------
Total stockholders'
equity.................. 2,242 2,582
-------- -----------
Total liabilities and
stockholders' equity.... $ 17,753 $22,821
======== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-69
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
YEAR ENDED NINE MONTHS
JUNE 30, ENDED
-------------------- MARCH 31,
1996 1997 1998
--------- --------- --------------
REVENUES............................. $ 22,327 $ 21,204 $ 18,391
COST OF SALES........................ 15,885 14,473 12,517
--------- --------- --------------
Gross profit............... 6,442 6,731 5,874
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 5,454 5,449 4,294
--------- --------- --------------
Income from operations..... 988 1,282 1,580
OTHER INCOME (EXPENSE):
Interest expense................ (1,117) (1,143) (1,020)
Other income, net............... 276 99 21
--------- --------- --------------
INCOME BEFORE INCOME TAXES........... 147 238 581
PROVISION FOR INCOME TAXES........... 84 102 241
--------- --------- --------------
NET INCOME........................... $ 63 $ 136 $ 340
========= ========= ==============
The accompanying notes are an integral part of these consolidated financial
statements.
F-70
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
TOTAL
COMMON RETAINED TREASURY STOCKHOLDERS'
STOCK EARNINGS STOCK EQUITY
------ --------- -------- -------------
<S> <C> <C> <C> <C>
BALANCE, June 30, 1995............... $ 424 $ 2,471 $ (852) $ 2,043
Net income...................... -- 63 -- 63
------ --------- -------- -------------
BALANCE, June 30, 1996............... 424 2,534 (852) 2,106
Net income...................... -- 136 -- 136
------ --------- -------- -------------
BALANCE, June 30, 1997............... 424 2,670 (852) 2,242
Net income...................... -- 340 -- 340
------ --------- -------- -------------
BALANCE, March 31, 1998.............. $ 424 $ 3,010 $ (852) $ 2,582
====== ========= ======== =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-71
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED NINE MONTHS
JUNE 30, ENDED
-------------------- MARCH 31,
1996 1997 1998
--------- --------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................... $ 63 $ 136 $ 340
Adjustments to reconcile net
income to net cash provided by
operating activities --
Depreciation and
amortization............ 515 504 395
Loss (gain) on sale of
assets.................. (77) 47 24
Deferred income tax
benefit................. (80) (73) (95)
Changes in assets and
liabilities net of
effect of assets
acquired --
Accounts receivable,
net................... (322) (39) (1,367)
Receivables from related
parties............... 363 336 (420)
Notes receivable........ (29) 719 76
Inventories............. (570) (308) (1,179)
Prepaid expenses and
other................. 159 (17) 52
Accounts payable and
accrued expenses...... 416 (604) 968
--------- --------- -----------
Net cash provided by
(used in) operating
activities............ 438 701 (1,206)
--------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of assets........... -- -- (1,247)
Purchases of property and
equipment..................... (542) (798) (975)
Proceeds from the sale of
property and equipment........ 98 55 321
--------- --------- -----------
Net cash used in
investing
activities............ (444) (743) (1,901)
--------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from long-term
debt.......................... 56 108 3,760
--------- --------- -----------
Net cash provided by
financing activities 56 108 3,760
--------- --------- -----------
NET INCREASE IN CASH AND CASH
EQUIVALENTS........................ 50 66 653
CASH AND CASH EQUIVALENTS, beginning
of period.......................... 456 506 572
--------- --------- -----------
CASH AND CASH EQUIVALENTS, end of
period............................. $ 506 $ 572 $ 1,225
========= ========= ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period
for --
Interest................... $ 1,029 $ 1,079 $ 964
Income taxes............... 182 55 244
The accompanying notes are an integral part of these consolidated financial
statements.
F-72
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
The Cook Brothers Companies, Inc. (the Company), and its wholly owned
subsidiary NEC Leasing, Inc. (both New York corporations) are headquartered in
Binghamton, New York. The Company was founded in 1918 and serves customers
principally in New York and Pennsylvania. The Company primarily distributes
commercial vehicle parts and sells Mack trucks.
In December 1997, the Company purchased the assets of Wilkes Barre Mack
Sales and Service for approximately $1.2 million, subject to subsequent purchase
price adjustments. The assets and results of operations for the period from
December 31, 1997 to March 31, 1998 are included in the accompanying financial
statements. The purchase was financed by utilizing existing unused credit
facilities.
The following unaudited pro forma summary presents information as if the
purchase had occurred at July 1, 1997. The pro forma information is provided for
information purposes only. It is based on historical information and does not
necessarily reflect the actual results that would have occurred nor is it
necessarily indicative of future results of operations of the consolidated
enterprise (in thousands).
NINE MONTHS
ENDED
MARCH 31,
1998
------------
(UNAUDITED)
Pro forma revenue....................... $ 24,763
Pro forma net income.................... 487
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
the Company's common stock in exchange for shares of TransCom USA's common
stock. Property and equipment of approximately $58,000, which is included in the
balance sheet at March 31, 1998, was distributed to the stockholders. Had these
distributions been made at March 31, 1998, the effect on the Company's balance
sheet would have been to decrease shareholders' equity by approximately $58,000.
Concurrently with the Merger, the Company entered into an agreement with the
shareholders to lease certain facilities used in the Company's operations for
negotiated amounts and terms.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and the results
of operations of the Company and its subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
NOTES RECEIVABLE
The Company finances the purchase of trucks for customers who meet certain
financial qualifications. Notes receivable that management has the intent and
ability to hold for the foreseeable future or until maturity or payoff are
reported at their outstanding unpaid principal balances reduced by any
charge-off or specific valuation.
Allowance for loan losses is increased by charges to income and decreased
by charge-offs (net of recoveries). Management's periodic evaluation of the
adequacy of the allowance is based upon the Company's past loan loss experience,
known and inherent risks in the portfolio, adverse situations that may
F-73
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
affect the borrower's ability to repay, the estimated value of any underlying
collateral and current economic conditions.
The Company regularly reviews note receivable balances for delinquency. If
foreclosure on a specific balance is probable, the Company will record the note
at the fair value of the collateral with the related write-off charged to
operations.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the last-in, first-out (LIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
REVENUE RECOGNITION
The Company recognizes revenue from part sales when products are shipped.
Service revenues are recognized when repairs are completed. Truck sales are
recognized upon passage of title and, in the case of credit sales, upon
execution of the loan agreement and receipt of a designated minimum down
payment.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under SFAS No. 109, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts to be
realized. The provision for income taxes is the tax payable for the year and the
change during the year in deferred tax assets and liabilities.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
accounts receivable, accounts payable and debt. The Company believes that the
carrying value of these instruments on the accompanying balance sheets
approximates their fair value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to a
concentration of credit risk consist primarily of cash deposits and accounts and
installment notes receivable. The Company maintains cash balances at financial
institutions which may at times be in excess of federally insured levels. The
Company has not incurred losses related to these balances to date.
SIGNIFICANT SUPPLIERS
For the year ended June 30, 1996, one supplier accounted for 12 percent of
total inventory purchases, while for the year ended June 30, 1997 and the nine
months ended March 31, 1998, two suppliers accounted for approximately 23 and 28
percent of total inventory purchases, respectively.
F-74
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities and
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.
NEW ACCOUTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Company will adopt SFAS
No. 131 in 1998.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED
USEFUL LIVES JUNE 30, MARCH 31,
IN YEARS 1997 1998
------------- -------- ---------
Vehicles............................. 5-8 $ 2,792 $ 3,174
Machinery and equipment.............. 5-10 957 1,147
Office furniture and equipment....... 3-10 773 851
Leasehold improvements............... 10-40 438 466
-------- ---------
Total........................... 4,960 5,638
Less -- Accumulated depreciation and
amortization....................... (2,358) (2,573)
-------- ---------
Property and equipment, net..... $ 2,602 $ 3,065
======== =========
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Accounts receivable, trade........... $2,919 $ 4,557
Purchase rebates..................... 73 179
Less -- Allowance for doubtful
accounts........................... (393) (480)
-------- ---------
$2,599 $ 4,256
======== =========
Activity in the Company's allowance for doubtful accounts consists of the
following (in thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
-------- -------- ---------
Balance at beginning of year......... $ 373 $ 373 $ 393
Additions charged to costs and
expenses........................... 60 87 87
Less: Deductions for uncollectible
receivables written off............ (66) (77) --
Bad debt recoveries.................. 6 10 --
-------- -------- ---------
$ 373 $ 393 $ 480
======== ======== =========
F-75
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Inventory consists of the following (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Parts inventory under first-in
first-out (FIFO) method............ $8,573 $ 8,936
Trucks, new and used................. 457 1,966
Less: LIFO reserve................... (625) (589)
-------- ---------
$8,405 $ 10,313
======== =========
NOTES RECEIVABLE
Notes receivable consist of the following (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Installment notes receivable......... $3,169 $ 3,124
Due from employees................... 41 43
-------- ---------
3,210 3,167
Less -- Allowance for uncollectible
notes.............................. (163) (196)
-------- ---------
$3,047 $ 2,971
======== =========
Installment notes receivable represent amounts that are due beyond one year
from balance sheet dates bearing interest at varying amounts, from 9.75 percent
to 14.75 percent and are secured by new or used trucks.
Activity in the Company's allowance for uncollectible notes consists of the
following (in thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ---------
Balance at beginning of year......... $ 151 $ 180 $ 163
Additions charged to expense......... 59 34 33
Less: Deduction for uncollectible
notes receivable written off....... (36) (57) (6)
Bad debt recoveries.................. 6 6 6
--------- --------- ---------
$ 180 $ 163 $ 196
========= ========= =========
Accounts payable and accrued expenses consist of the following (in
thousands):
JUNE 30, MARCH 31,
1997 1998
--------- ---------
Accounts payable, trade.............. $ 1,967 $ 2,569
Accrued compensation and benefits.... 162 170
Other accrued expenses............... 25 383
--------- ---------
$ 2,154 $ 3,122
========= =========
5. LINES OF CREDIT AND LONG-TERM DEBT:
LINES OF CREDIT
The Company has three lines of credit which provide for borrowings up to
$11.9 million with financial institutions that are secured by certain
receivables, inventory, equipment and general intangibles. Interest on the lines
of credit accrues at the financial institutions' prime rates plus one percent
(9.5 percent at March 31, 1998). The lines of credit are due in February, 1999.
There was approximately $6.3 million and $7.9 million
F-76
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
outstanding under the lines at June 30, 1997 and March 31, 1998, respectively.
At June 30, 1997 the outstanding balance was classified as long-term debt as
presented in the table below.
FLOOR PLAN PAYABLE
The Company has five floor plan credit facilities with two lending
institutions to finance its new and used trucks inventory. Interest on amounts
borrowed is paid monthly at rates ranging from .75 to one percent above the
lenders prime rate (9.25 percent to 9.5 percent at March 31, 1998). The floor
plan payable is secured by all of the Company's accounts, inventory, general
intangibles and equipment.
Principal plus accrued interest on floor plan payables are due in full on
February 1, 1999. In addition, the Company's floor plan agreements include
subjective acceleration clauses which could result in the lines of credit being
due on demand should the Company experience a material adverse change in its
financial position as determined by the lender. The maximum aggregate amount
that can be borrowed under the floor plan lines of credit is approximately $2.6
million. The average balance outstanding during the nine months ended March 31,
1998 was approximately $1.2 million with an interest rate of 9.4 percent.
LONG-TERM DEBT AND FLOOR PLAN PAYABLE
Long-term debt and floor plan payable consists of the following (in
thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ----------
Lines of credit...................... $ 6,349 $ --
Notes payable to various financial
institutions in total monthly
installments of approximately
$164,000, including interest
ranging from 4.9% to 11.5%, secured
by certain vehicles, machinery and
equipment with final payments due
between February 1998 and March
2003............................... 6,359 8,588
-------- ----------
Total........................... 12,708 8,588
Less -- Current maturities...... (2,247) (4,152)
-------- ----------
$ 10,461 $ 4,436
======== ==========
The aggregate maturities of long-term debt as of March 31, 1998, are as
follows (in thousands):
1999................................. $ 4,152
2000................................. 1,678
2001................................. 1,310
2002................................. 853
2003................................. 595
---------
$ 8,588
=========
F-77
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. INCOME TAXES:
The components of the Company's provision for income taxes are as follows
(in thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ---------
Federal --
Current......................... $ 108 $ 136 $ 262
Deferred........................ (42) (57) (74)
--------- --------- ---------
66 79 188
--------- --------- ---------
State --
Current......................... 56 39 74
Deferred........................ (38) (16) (21)
--------- --------- ---------
18 23 53
--------- --------- ---------
Total provision............ $ 84 $ 102 $ 241
========= ========= =========
The provision for income taxes differs from an amount computed at the
statutory rate as follows
(in thousands):
JUNE 30,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- ---------
Federal income tax at statutory
rates.............................. $ 51 $ 83 $ 204
State income taxes................... 12 15 34
Nondeductible expenses............... 21 4 3
--------- --------- ---------
$ 84 $ 102 $ 241
========= ========= =========
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
JUNE 30, MARCH 31,
1997 1998
-------- ---------
Deferred tax assets --
Allowance for doubtful
accounts...................... $ 177 $ 198
Other........................... 13 23
-------- ---------
Total deferred tax
assets.................. 190 221
-------- ---------
Deferred tax liabilities --
Bases differences in property
and equipment................. (377) (376)
Inventory....................... (38) 24
Accrued expenses................ (51) (50)
-------- ---------
Total deferred tax
liabilities............. (466) (402)
-------- ---------
Net deferred tax
liability............... $ (276) $ (181)
======== =========
7. RELATED-PARTY TRANSACTIONS:
The Company leases a facility under an operating lease from an entity owned
by stockholders of the Company. Rent expense on the lease totaled approximately
$305,000, $352,000 and $244,000 for the years ended June 30, 1996 and 1997, and
the nine month period ended March 31, 1998, respectively.
The Company has various receivables from certain stockholders and other
related parties, a portion of which is due on demand and a portion of which is
due in monthly installments of approximately $3,000,
F-78
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
bearing interest at 7.52%. There was approximately $46,000 and $466,000 due from
stockholders and other related parties as of June 30, 1997 and March 31, 1998,
respectively.
The Company has notes payable to certain shareholders in total monthly
installments of $4,000, including interest ranging from 8 percent to 10 percent,
secured by certain vehicles and machinery and equipment with final payments due
between September 1998 and February 2009. There was approximately $322,000 and
$280,000 due under this note at June 30, 1997 and March 31, 1998, respectively.
The Company is a party to a buying group through which the Company made
$3.5 million of inventory purchases during the nine month period from June 30,
1997 to March 31, 1998. A stockholder is currently serving a three year term
that expires in April 1999 on the board of directors of the buying group.
8. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
The Company leases various facilities, equipment and vehicles under
noncancelable operating lease agreements, including leases with related parties.
These leases expire on various dates through November 30, 2007. The lease
agreements are subject to renewal under essentially the same terms and
conditions as the original leases.
Future minimum lease payments for noncancelable operating leases, including
leases with related parties, are as follows (in thousands):
Year ending March 31 --
1999............................ $ 515
2000............................ 444
2001............................ 393
2002............................ 350
Thereafter...................... 1,739
---------
$ 3,441
=========
Total rent expense under all operating leases, including operating leases
with related parties, was approximately $335,000, $379,000 and $246,000 for the
years ended June 30, 1996, and 1997 and the nine month period ended March 31,
1998, respectively.
RESTRICTED STOCK AGREEMENT
The Company and its stockholders entered into a restricted stock agreement
whereby the stockholders agreed not to sell, assign, transfer, encumber, pledge
or in any other way dispose of their shares of stock without allowing the
stockholders the right of first refusal to purchase stock at the time of an
offer to sell by another stockholder.
LITIGATION
At certain times, the Company is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Company's financial
position or results of operations.
INSURANCE
The Company carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Company has not incurred
significant claims or losses on any of these insurance policies.
EMPLOYEE 401(K) RETIREMENT PLAN
The Company participates in a 401(k) profit-sharing plan (the Plan) with
related companies which covers eligible employees at least 21 years of age who
have completed at least one year of service. The Plan
F-79
<PAGE>
THE COOK BROTHERS COMPANIES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
allows for employee contributions through salary deductions of up to 15 percent
of total compensation, subject to the statutory limits. Employer matching
contributions totaled approximately $37,000, $43,000 and $35,000 for the years
ended June 30, 1996, and 1997 and the nine month period ended March 31, 1998,
respectively. Two Company stockholders are the trustees of the Plan.
F-80
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Plaza Automotive, Inc.:
We have audited the accompanying consolidated balance sheet of Plaza
Automotive, Inc., and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Plaza Automotive, Inc., and subsidiaries as of December 31, 1997, and the
results of their consolidated operations and their consolidated cash flows for
the year then ended in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 15, 1998
F-81
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, MARCH 31,
1997 1998
------------ -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash............................ $ 238 $ 267
Accounts receivable, net........ 2,491 3,171
Inventories..................... 3,584 3,986
Prepaid expenses and other...... 72 12
------------ -----------
Total current
assets............. 6,385 7,436
PROPERTY AND EQUIPMENT, net.......... 1,433 1,431
DEFERRED TAX ASSET................... 202 243
OTHER ASSETS......................... 432 535
------------ -----------
Total assets.......... $8,452 $ 9,645
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses....................... $2,172 $ 2,966
Payables to related party....... 183 183
Line of credit.................. 1,200 1,400
Current maturities of long-term
debt........................... 67 67
Deferred tax liability.......... 99 77
------------ -----------
Total current
liabilities........ 3,721 4,693
LONG-TERM DEBT, net.................. 223 211
PAYABLE TO RELATED PARTY............. 793 787
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $2.50 par value,
14,000 shares authorized, 4,540
shares issued and
outstanding.................... 11 11
Retained earnings............... 3,704 3,943
------------ -----------
Total shareholders'
equity............. 3,715 3,954
------------ -----------
Total liabilities and
shareholders'
equity............. $8,452 $ 9,645
============ ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-82
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
THREE MONTHS
ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, ----------------------
1997 1997 1998
------------ --------- ---------
(UNAUDITED)
REVENUES............................. $ 20,721 $ 5,163 $ 5,829
COST OF SALES........................ 14,125 3,413 3,887
------------ --------- ---------
Gross profit.......... 6,596 1,750 1,942
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 5,575 1,405 1,521
------------ --------- ---------
Income from
operations......... 1,021 345 421
OTHER INCOME (EXPENSE):
Interest expense................ (119) (30) (34)
Other income, net............... 88 28 6
------------ --------- ---------
INCOME BEFORE INCOME TAXES........... 990 343 393
PROVISION FOR INCOME TAXES........... 396 137 154
------------ --------- ---------
NET INCOME........................... $ 594 $ 206 $ 239
============ ========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
F-83
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
TOTAL
COMMON RETAINED SHAREHOLDERS'
STOCK EARNINGS EQUITY
------ --------- --------------
BALANCE, December 31, 1996........... $ 11 $ 3,110 $3,121
Net income...................... -- 594 594
------ --------- --------------
BALANCE, December 31, 1997........... 11 3,704 3,715
Net income (unaudited).......... -- 239 239
------ --------- --------------
BALANCE, March 31, 1998
(unaudited)........................ $ 11 $ 3,943 $3,954
====== ========= ==============
The accompanying notes are an integral part of these consolidated financial
statements.
F-84
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS
ENDED
YEAR ENDED MARCH 31,
DECEMBER 31, ----------------------
1997 1997 1998
------------ --------- ---------
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................... $ 594 $ 206 $ 239
Adjustments to reconcile net
income to net cash provided by
operating activities --
Depreciation and
amortization............ 193 26 37
Deferred income tax
provision (benefit)..... 145 36 (63)
Changes in assets and
liabilities net of
effect of assets
acquired --
Accounts receivable,
net................ (616) (519) (680)
Inventories........... (214) 13 (72)
Prepaid expenses and
other.............. 14 38 60
Other assets.......... (110) (21) (1)
Accounts payable and
accrued expenses... 331 421 794
------------ --------- ---------
Net cash
provided by
operating
activities.... 337 200 314
------------ --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of assets........... -- -- (360)
Proceeds from sale of property
and equipment................. 3 -- --
Purchases of property and
equipment..................... (248) (46) (3)
Deposits toward purchase of
equipment..................... (75) -- (104)
------------ --------- ---------
Net cash used in
investing
activities.... (320) (46) (467)
------------ --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings on line of
credit........................ 300 90 200
Payments on long-term debt...... (110) (42) (18)
------------ --------- ---------
Net cash
provided by
financing
activities.... 190 48 182
------------ --------- ---------
NET INCREASE IN CASH................. 207 202 29
CASH, beginning of period............ 31 33 238
------------ --------- ---------
CASH, end of period.................. $ 238 $ 235 $ 267
============ ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period
for --
Interest................... $ 117 $ 29 $ 32
Income taxes............... 251 128 106
Capital lease obligations
incurred...................... 52 52 --
The accompanying notes are an integral part of these consolidated financial
statements.
F-85
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Plaza Automotive, Inc. (the Company), a Missouri corporation, headquartered
in St. Louis, Missouri, was founded in 1946 and serves customers principally in
Missouri, Illinois, Colorado and Tennessee. The Company primarily distributes
commercial vehicle parts, performs installation and maintenance services and
relines brake shoes.
In February, 1998, the Company purchased the inventory and equipment of
Muncie Power Products, Inc., for approximately $360,000. The purchase was
financed with excess cash of the Company.
The following unaudited pro forma summary presents information as if the
purchase had occurred at January 1, 1997. The pro forma information is provided
for information purposes only. It is based on historical information and does
not necessarily reflect the actual results that would have occurred nor is it
necessarily indicative of future results of operations of the consolidated
enterprise (in thousands):
YEAR ENDED
DECEMBER 31,
1997
--------------
(UNAUDITED)
Pro forma revenue....................... $ 22,356
Pro forma net income.................... 759
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
the Company's common stock in exchange for cash and shares of TransCom USA's
common stock. Approximately $361,000 of other assets which is included in the
balance sheet at March 31, 1998, was distributed to the shareholders. Had these
distributions been made at March 31, 1998, the effect on the Company's balance
sheet would have been to decrease shareholders' equity by approximately
$361,000. Personnel participating in the Company's deferred compensation
arrangement became fully vested in benefits under the arrangement and converted
the value of vested benefits into common shares of TransCom USA. The Company
entered into a contract to sell four of its facilities to a shareholder for
approximately $1,519,000, the estimated fair market value of the property. The
shareholder will lease the facility back to the Company under certain negotiated
terms.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and results of
operations of the Company and all of its subsidiaries. All significant
intercompany balances and transactions have been eliminated in consolidation.
Certain accounts have been reclassified in prior years to conform to the
current period presentation.
INTERIM FINANCIAL INFORMATION
The interim consolidated financial statements as of March 31, 1998, and for
the three months ended March 31, 1997 and 1998, are unaudited, and certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to fairly present the financial
position, results of operations and cash flows with respect to the consolidated
interim statements have been included.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the last-in, first-out (LIFO) method.
F-86
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
If the first-in, first-out (FIFO) method of inventory accounting had been
utilized by the Company, the effect would have been to increase net income by
approximately $35,400 for the year ended December 31, 1997.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
REVENUE RECOGNITION
The Company recognizes revenue from parts sales when products are shipped.
Service revenues are recognized when repairs are completed.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under SFAS No. 109, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts to be
realized. The provision for income taxes is the tax payable for the year and the
change during the year in deferred tax assets and liabilities.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, accounts receivable,
accounts payable and debt. The Company believes that the carrying value of these
instruments on the accompanying balance sheet approximates their fair value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to a
concentration of credit risk consist primarily of cash deposits and accounts
receivable. The Company maintains cash balances at financial institutions which
may at times be in excess of federally insured levels. The Company has not
incurred losses related to these balances to date.
SIGNIFICANT SUPPLIERS
For the year ended December 31, 1997, two suppliers accounted for 23
percent of total inventory purchases.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities and
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.
F-87
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Company will adopt SFAS
No. 131 in 1998.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED
USEFUL LIVES DECEMBER 31,
IN YEARS 1997
------------- -------------
Land................................. -- $ 193
Buildings............................ 20-40 1,252
Vehicles............................. 3 319
Machinery and equipment.............. 7 973
Office furniture and equipment....... 5 432
Leasehold improvements............... 3 127
-------------
Total...................... 3,296
Less -- Accumulated depreciation and
amortization....................... (1,863)
-------------
Property and equipment, net..... $ 1,433
=============
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
DECEMBER 31,
1997
-------------
Accounts receivable, trade........... $ 2,183
Purchase rebates..................... 368
Less -- Allowance for doubtful
accounts........................... (60)
-------------
$2,491
=============
Activity in the Company's allowance for doubtful accounts consists of the
following (in thousands):
DECEMBER 31,
1997
-------------
Balance at beginning of year......... $ 31
Additions charged to costs and
expenses........................... 26
Less -- Deductions for uncollectible
receivables........................ (6)
Bad debt recoveries.................. 9
-------------
$ 60
=============
Inventory consists of the following (in thousands):
DECEMBER 31,
1997
-------------
Inventory under the first-in,
first-out (FIFO) method............ $ 4,344
Less -- LIFO reserve................. (760)
-------------
$ 3,584
=============
F-88
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Accounts payable and accrued expenses consist of the following (in
thousands):
DECEMBER 31,
1997
-------------
Accounts payable, trade.............. $ 1,790
Accrued compensation and benefits.... 302
Other accrued expenses............... 80
-------------
$ 2,172
=============
5. LINE OF CREDIT AND LONG-TERM DEBT:
LINE OF CREDIT
The Company has a line of credit agreement which provides for borrowings up
to $2 million with a financial institution that is secured by accounts
receivable, inventory and equipment. Interest accrues at the financial
institution's prime rate, which was 8.25 percent at December 31, 1997. There was
$1.2 million outstanding on the line at December 31, 1997.
LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
DECEMBER 31,
1997
------------
Note payable to a financial
institution in total monthly
principal installments of $3,889
plus variable interest equivalent
to the lender's prime rate plus
.5%, which was 8.75% at December
31, 1997, secured by certain
buildings with final payment due in
2000............................... $ 241
Lease payable to various leasing
companies in total monthly
installments of approximately
$2,200 including interest of 8.75%,
secured by vehicles with final
payments due between 1998 and
2001............................... 49
------------
290
Less -- Current maturities........... (67)
------------
$ 223
============
The aggregate maturities of long-term debt as of December 31, 1997, are as
follows (in thousands):
1998................................. $ 67
1999................................. 63
2000................................. 159
2001................................. 1
---------
$ 290
=========
F-89
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. INCOME TAXES:
The components of the Company's provision for income taxes are as follows
(in thousands):
DECEMBER 31,
1997
------------
Federal --
Current......................... $ 203
Deferred........................ 130
------------
333
------------
State --
Current......................... 48
Deferred........................ 15
------------
63
------------
Total provision............ $ 396
============
The provision for income taxes differs from an amount computed at the
statutory rate as follows (in thousands):
DECEMBER 31,
1997
------------
Federal income tax at statutory
rates.............................. $ 346
State income taxes................... 41
Nondeductible expenses............... 9
------------
$ 396
============
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
DECEMBER 31,
1997
------------
Deferred tax assets --
Accrued expenses................ $ 81
Allowance for doubtful
accounts....................... 25
Noncurrent liabilities.......... 361
------------
Total deferred tax
assets.................. 467
------------
Deferred tax liabilities --
Bases differences in property
and equipment.................. 61
Purchase rebates................ 150
Inventory....................... 95
Other........................... 58
------------
Total deferred tax
liabilities............. 364
------------
Net deferred tax asset..... $ 103
============
7. RELATED-PARTY TRANSACTIONS:
The Company has a consulting services agreement with a shareholder for
monthly payments of one-half of his monthly salary immediately prior to
retirement. An additional survivor annuity agreement provides for monthly
payments of $5,000 to the shareholder's spouse upon the shareholder's death. The
monthly payment is adjusted annually by the percentage increase in the consumer
price index over the base index of March 1990. At December 31, 1997, the
liability recorded related to these agreements (collectively, the Annuity
Agreements) was $876,000.
F-90
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has a note payable to a shareholder with a fixed interest rate
of 7 percent, due on demand, with interest paid monthly. There was $100,000 due
under this note at December 31, 1997.
The Company is a party to a buying group through which the Company made $4
million of inventory purchases. A shareholder of the Company is currently
serving a three year term that expires in November 2000 on the board of
directors of the buying group.
RESTRICTED STOCK AGREEMENT
The Company and its shareholders entered into a restricted stock agreement
whereby the shareholders agreed not to sell, assign, transfer, encumber, pledge
or in any other way dispose of their shares of stock without allowing the
shareholders the right of first refusal to purchase stock at the time of an
offer to sell by another shareholder.
SHAREHOLDER GUARANTEE
Amounts payable for purchases from a certain supplier are guaranteed up to
$100,000 by a shareholder of the Company.
8. COMMITMENTS AND CONTINGENCIES:
CAPITAL COMMITMENTS
The Company has made a commitment toward the purchase of certain equipment
and estimates that expenditures aggregating approximately $202,000 will be
required in 1998, in connection with the commitment.
OPERATING LEASES
The Company leases various facilities, equipment and vehicles under
noncancelable operating lease agreements. These leases expire on various dates
through 2001. The lease agreements are subject to renewal under essentially the
same terms and conditions as the original leases.
Future minimum lease payments for noncancelable operating leases are as
follows (in thousands):
Year ending December 31 --
1998............................ $ 163
1999............................ 58
2000............................ 22
2001............................ 2
---------
$ 245
=========
Total rent expense under all operating leases was approximately $206,000
for the year ended December 31, 1997.
LITIGATION
At certain times, the Company is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Company's financial
position or results of operations.
INSURANCE
The Company carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Company has not incurred
significant claims or losses on any of these insurance policies.
F-91
<PAGE>
PLAZA AUTOMOTIVE, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
EMPLOYEE 401(K) RETIREMENT PLAN
The Company participates in a 401(k) profit-sharing plan (the Plan) which
covers eligible non-union employees at least 21 years of age who have completed
at least 1,000 hours of service in a one year period. The Plan allows for
employee contributions through salary deductions of up to 15 percent of total
compensation, subject to the statutory limits. Employer matching contributions
totaled approximately $108,000 for the year ended December 31, 1997.
DEFERRED COMPENSATION ARRANGEMENT
The Company has a deferred compensation agreement with two key personnel
based on corporate earnings and years of future service. The Company provides
for the expense as the benefits vest. Expense for the year ended December 31,
1997 under these agreements was approximately $24,000.
F-92
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Perfection Group:
We have audited the accompanying consolidated balance sheets of Perfection
Group, as defined in Note 1 to the consolidated financial statements, as of
September 30, 1996 and 1997, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of Perfection Group's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Perfection Group as of September 30, 1996 and 1997, and the results of their
consolidated operations and their consolidated cash flows for the years then
ended, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
March 24, 1998
F-93
<PAGE>
PERFECTION GROUP
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
SEPTEMBER 30,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash............................ $ 56 $ 61 $ 47
Accounts receivable, net........ 1,379 1,504 2,534
Receivable from related party... 42 196 26
Inventories..................... 1,607 2,085 3,414
Prepaid expenses and other...... 77 32 14
Deferred tax asset.............. 34 101 101
--------- --------- -----------
Total current assets....... 3,195 3,979 6,136
PROPERTY AND EQUIPMENT, net.......... 1,618 1,546 1,586
DEFERRED TAX ASSET................... 61 51 51
OTHER ASSETS......................... 11 8 1
--------- --------- -----------
Total assets............... $ 4,885 $ 5,584 $ 7,774
========= ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses...................... $ 1,248 $ 2,005 $ 2,833
Note payable to related party... 451 -- --
Current maturities of long-term
debt.......................... 131 669 196
--------- --------- -----------
Total current
liabilities............. 1,830 2,674 3,029
--------- --------- -----------
LONG-TERM DEBT, net.................. 2,212 2,134 3,439
--------- --------- -----------
MINORITY INTEREST IN CONSOLIDATED
SUBSIDIARY......................... 116 120 178
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $1 par, 200,000
shares authorized, 10,000
shares issued and
outstanding................... 10 10 10
Additional paid-in capital...... 606 606 606
Treasury stock.................. -- (172) (141)
Retained earnings............... 111 212 653
--------- --------- -----------
Total stockholders'
equity.................. 727 656 1,128
--------- --------- -----------
Total liabilities and
stockholders' equity.... $ 4,885 $ 5,584 $ 7,774
========= ========= ===========
The accompanying notes are an integral part of these consolidated balance
sheets.
F-94
<PAGE>
PERFECTION GROUP
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
SEPTEMBER 30, MARCH 31,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES............................. $ 11,346 $ 11,925 $ 5,237 $ 10,627
COST OF SALES........................ 8,788 9,210 4,013 8,231
--------- --------- --------- ---------
Gross profit.................... 2,558 2,715 1,224 2,396
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES............ 1,992 2,276 980 1,381
--------- --------- --------- ---------
Income from operations.......... 566 439 244 1,015
OTHER INCOME (EXPENSE):
Interest expense................ (241) (260) (123) (154)
Other income (expense), net..... (123) 13 (3) (83)
--------- --------- --------- ---------
Income before income taxes and
minority interest in income of
consolidated subsidiary....... 202 192 118 778
MINORITY INTEREST IN INCOME OF
CONSOLIDATED SUBSIDIARY............ (13) (14) (7) (44)
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES........... 189 178 111 734
PROVISION FOR INCOME TAXES........... 78 77 47 293
--------- --------- --------- ---------
NET INCOME........................... $ 111 $ 101 $ 64 $ 441
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-95
<PAGE>
PERFECTION GROUP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN TREASURY RETAINED STOCKHOLDERS'
STOCK CAPITAL STOCK EARNINGS EQUITY
------- ----------- --------- --------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, September 30, 1995.......... $ 5 $ 55 $ -- $ -- $ 60
Net income...................... -- -- -- 111 111
Issuance of common stock........ 5 551 -- -- 556
------- ----------- --------- --------- -------------
BALANCE, September 30, 1996.......... 10 606 -- 111 727
Net income...................... -- -- -- 101 101
Purchase of treasury stock...... -- -- (172) -- (172)
------- ----------- --------- --------- -------------
BALANCE, September 30, 1997.......... 10 606 (172) 212 656
Net income (unaudited).......... -- -- -- 441 441
Sale of treasury stock
(unaudited)................... -- -- 31 -- 31
------- ----------- --------- --------- -------------
BALANCE, March 31, 1998
(unaudited).......................... $ 10 $ 606 $ (141) $ 653 $ 1,128
======= =========== ========= ========= =============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-96
<PAGE>
PERFECTION GROUP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER SIX MONTHS
30, ENDED MARCH 31,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income...................... $ 111 $ 101 $ 64 $ 441
Adjustments to reconcile net
income to net cash provided by
(used in) operating
activities --
Depreciation and
amortization............ 73 126 66 70
Deferred income tax
benefit................. (19) (57) -- --
Minority interest.......... 13 14 7 44
Changes in assets and
liabilities --
Accounts receivable, net... (349) (279) 280 (860)
Inventories................ (58) (478) (176) (1,329)
Prepaid expenses and
other................... 53 45 (14) 18
Accounts payable and
accrued expenses........ 44 757 71 828
--------- --------- --------- ---------
Net cash provided by (used
in) operating
activities.............. (132) 229 298 (788)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and
equipment..................... (337) (43) (34) (96)
Receipt of cash surrender value
life insurance................ -- -- -- 7
Deferred compensation........... 109 -- -- --
Purchases of subsidiary's
stock......................... (58) -- -- --
Cash acquired in acquisition of
subsidiary.................... 68 -- -- --
--------- --------- --------- ---------
Net cash used in investing
activities.............. (218) (43) (34) (89)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on
line of credit................ 374 118 (90) 1,392
Payments on long-term debt...... (147) (81) (500) (529)
Proceeds from long-term debt.... -- -- 499 --
Proceeds from capital leases.... 195 -- -- --
Repayment of capital leases..... (18) (46) (23) (31)
(Purchase) sale of treasury
stock......................... -- (172) (172) 31
--------- --------- --------- ---------
Net cash provided by (used
in) financing
activities.............. 404 (181) (286) 863
--------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH...... 54 5 (22) (14)
CASH, beginning of period............ 2 56 56 61
--------- --------- --------- ---------
CASH, end of period.................. $ 56 $ 61 $ 34 $ 47
========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for --
Interest...................... $ 238 $ 260 $ 116 $ 67
Income taxes.................. 44 109 67 179
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-97
<PAGE>
PERFECTION GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Perfection Group includes the financial statements of TPE, Inc.
("Perfection") and its wholly owned subsidiary, Perfection Equipment Company
("PECO") (both Oklahoma corporations). PECO, headquartered in Oklahoma City,
Oklahoma, was founded in 1946 and serves customers principally in Oklahoma. PECO
primarily distributes commercial vehicle parts, performs installation and
maintenance services and assembles specialty commercial vehicle equipment.
Perfection has no significant operations of its own.
Perfection was incorporated on August 25, 1995 by three members of PECO's
management for the purpose of acquiring ownership in PECO. On August 28, 1995,
Perfection issued 4,500 shares of common stock to the members of PECO management
in exchange for $60,000. On October 1, 1995, Perfection received 10,000 shares
of common stock, or 90.2%, of PECO's outstanding common stock in exchange for
4,950 shares of Perfection's common stock, $57,500 in cash and $517,500 in debt.
In addition, Perfection issued an additional 550 shares of common stock for
transaction costs incurred. The acquisition of PECO was accounted for using the
purchase method of accounting.
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
Perfection's common stock in exchange for cash and shares of TransCom USA's
common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The consolidated financial statements include the accounts and the results
of operations of Perfection and PECO (collectively the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.
INTERIM FINANCIAL INFORMATION
The interim consolidated financial statements as of March 31, 1998, and for
the six months ended March 31, 1997 and 1998, are unaudited, and certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principals have been
omitted. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary to fairly present the financial position,
results of operations and cash flows with respect to the consolidated interim
financial statements have been included.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the first-in, first-out (FIFO) method.
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
STOCKHOLDERS EQUITY
During fiscal year 1997, the Company purchased 1,500 shares of treasury
stock at a cost of $171,960.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)
Effective May 1, 1986, PECO established an ESOP. The ESOP provides
retirement benefits to eligible employees, as defined by the ESOP agreement.
PECO contributions under the ESOP are discretionary, except that they are
limited to the maximum amount deductible for federal income tax purposes.
Benefits to
F-98
<PAGE>
PERFECTION GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
participants are limited to the ESOP's assets. During fiscal 1996 and 1997,
contributions to the ESOP charged to the Company's consolidated statements of
operations totaled approximately $148,000 and $37,000, respectively. At
September 30, 1996 and 1997, the ESOP owns approximately 8.9% and 8.8%,
respectively, of PECO.
REVENUE RECOGNITION
The Company recognizes revenue when products are shipped. Service revenues
are recognized when installation or repairs are completed.
INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes,"
under SFAS No. 109, deferred income taxes are recognized for the tax
consequences in future years of differences between the tax bases of assets and
liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amounts to be
realized. The provision for income taxes is the tax payable for the year and the
change during the year in deferred tax assets and liabilities.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, accounts receivable,
accounts payable, and debt. The Company believes that the carrying value of
these instruments on the accompanying balance sheets approximates their fair
value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to a
concentration of credit risk consist principally of cash deposits and accounts
receivable. The Company maintains cash balances at financial institutions which
may at times be in excess of federally insured levels. The Company has not
incurred losses related to these balances to date.
SIGNIFICANT CUSTOMERS
For the years ended September 30, 1996 and 1997, one customer accounted for
approximately 33 percent and 23 percent of sales, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
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.
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reportable operating segments. The Company will adopt SFAS
No. 131 in 1998.
F-99
<PAGE>
PERFECTION GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED SEPTEMBER 30,
USEFUL LIVES --------------------
IN YEARS 1996 1997
------------- --------- ---------
Land................................. -- $ 367 $ 367
Buildings and improvements........... 5-40 941 944
Vehicles............................. 4-5 6 6
Machinery and equipment.............. 5-10 60 91
Office furniture and equipment....... 3-10 317 335
Leasehold improvements............... 5-10 -- 2
--------- ---------
Total...................... 1,691 1,745
Less -- Accumulated depreciation and
amortization......................... (73) (199)
--------- ---------
Property and equipment, net..... $ 1,618 $ 1,546
========= =========
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Accounts receivable, trade........... $ 1,402 $ 1,536
Less -- Allowance for doubtful
accounts........................... (23) (32)
--------- ---------
Accounts receivable, net........ $ 1,379 $ 1,504
========= =========
Activity in the Company's allowance for doubtful accounts consists of the
following (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Balance at beginning of year......... $ 33 $ 23
Additions charged to costs and
expenses........................... 66 21
Less: Deductions for uncollectible
receivables written off............ (76) (12)
--------- ---------
$ 23 $ 32
========= =========
Accounts payable and accrued expenses consist of the following (in
thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Accounts payable, trade.............. $ 927 $ 1,562
Accrued compensation and benefits.... 147 258
Other accrued expenses............... 174 185
--------- ---------
Accounts payable and accrued
expenses....................... $ 1,248 $ 2,005
========= =========
F-100
<PAGE>
PERFECTION GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
5. LONG-TERM DEBT:
Long-term debt consists of the following as of September 30, 1996 and 1997
(in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Note payable to a financial
institution in total monthly
installments of $8,270 including
interest at New York prime plus 1%
(9.5% at September 30, 1997),
personally guaranteed by officers
of the Company with final payment
due on September 1, 2004. In May,
1997 in conjunction with an
increase of PECO's revolving line
of credit the bank required
Perfection Group to make additional
monthly installments of $97,000
starting in October 1997 with final
payment due in February 1998....... $ -- $ 472
Notes payable to financial
institutions in monthly
installments ranging from $5,188 to
$11,923, including interest at New
York prime plus 1% (9.50% at
September 30, 1997), secured by
essentially all assets of the
Company and is personally
guaranteed by officers of the
Company with final payments due
between March 2002 and March
2005............................... 1,303 1,218
Revolving credit agreement payable to
a financial institution with
monthly interest payments at the
New York prime plus 1% (9.50% at
September 30, 1997), secured by
essentially all assets of the
Company and is personally
guaranteed by officers of the
Company with final payment due in
April 1998. Due to the subsequent
refinancing of this agreement (as
discussed below), the outstanding
balance at September 30, 1997, has
been included in long-term debt on
the accompanying balance sheet..... 863 982
Capital lease agreements payable to
financial institutions in monthly
installments ranging from $851 to
$4,341, including interest at
effective rates ranging from 9.85%
to 16.95%, with final payments due
between March 1999 and April
2000............................... 177 131
--------- ---------
2,343 2,803
Less -- Current maturities........... (131) (669)
--------- ---------
$ 2,212 $ 2,134
========= =========
On January 20, 1998, the Company refinanced the notes payable and revolving
credit agreement. The new notes have monthly principal and interest payments of
approximately $23,000 beginning February 1, 1998, with the outstanding principal
and all accrued and unpaid interest due on January 31, 1999. These notes are
secured by essentially all assets of the Company and are personally guaranteed
by the president and two vice-presidents of the Company.
In March 1998, the Company's line of credit was amended to allow borrowings
up to $3,000,000. In addition, the interest rates on the Company's line of
credit and promissory notes with a bank were adjusted to New York Prime.
The aggregate maturities of long-term debt as of September 30, 1997,
considering the refinancing discussed above, are as follows (in thousands):
1998................................. $ 669
1999................................. 2,105
2000................................. 29
---------
Total........................... $ 2,803
=========
F-101
<PAGE>
PERFECTION GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. INCOME TAXES:
The components of the Company's provision for income taxes are as follows
(in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--------- ---------
Federal --
Current......................... $ 82 $ 113
Deferred........................ (16) (48)
--------- ---------
66 65
--------- ---------
State --
Current......................... $ 15 $ 21
Deferred........................ (3) (9)
--------- ---------
12 12
--------- ---------
Total provision............ $ 78 $ 77
========= =========
The provision for income taxes differs from an amount computed at the
statutory rate as follows (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--- ---
Federal income tax at statutory
rates.............................. $ 69 $ 65
State income taxes................... 12 12
Nondeductible expenses............... 2 5
Other................................ (5) (5)
--- ---
$ 78 $ 77
=== ===
The significant items giving rise to the deferred tax assets and
liabilities are as follows (in thousands):
SEPTEMBER 30,
--------------------
1996 1997
--- ---------
Deferred tax assets --
Allowance for doubtful
accounts....................... $ 14 $ 12
Inventories..................... 8 76
Bases differences in property
and equipment.................. 57 48
Accrued expenses................ 12 12
Other........................... 4 4
--------- ---------
Total deferred tax assets....... 95 152
Deferred tax liabilities............. -- --
--------- ---------
Net deferred tax asset..... $ 95 $ 152
========= =========
7. RELATED-PARTY TRANSACTIONS:
In April 1990, PECO loaned $397,800 to the ESOP for the purpose of
purchasing shares of PECO's stock and repurchasing shares held by participants.
Payments were due quarterly at varying amounts which included principal and
interest. The payments were to be funded through PECO's contributions to the
ESOP. During fiscal 1996, the entire remaining balance of $108,693 was paid off.
During fiscal years 1996 and 1997, approximately $176,000 and $750,000 or
approximately 1.6% and 6.3%, respectively, of the Company's sales were made to
an entity which is owned by several members of the Company's management. At
September 30, 1996 and 1997, approximately $42,000 and $196,000, respectively,
included in trade accounts receivable was due from this related entity.
Additionally, the Company had approximately $7,000 in marketing fees from the
related party during fiscal year 1997, no such fees were incurred during fiscal
year 1996.
F-102
<PAGE>
PERFECTION GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
During fiscal year 1996 the Company also had a note payable to a
stockholder of the Company due in monthly installments of $8,500 including
interest at the applicable mid-term federal rate, personally guaranteed by
officers of the Company. There was approximately $451,000 oustanding on the note
at September 30, 1996. The note was paid in full in March 1997.
8. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
The Company leases various equipment and a facility under noncancelable
operating lease agreements. These leases expire on various dates through 1999.
The lease agreements are subject to renewal under essentially the same terms and
conditions as the original leases.
Future minimum lease payments for noncancelable operating leases are as
follows (in thousands):
Year ending September 30 --
1998............................ $ 154
1999............................ 12
---------
Total...................... $ 166
=========
Total rent expense under all operating leases was approximately $0 and
$9,625 for the years ended September 30, 1996 and 1997, respectively.
LITIGATION
At certain times, the Company is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Company's financial
position or results of operations.
INSURANCE
The Company carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Company has not incurred
significant claims or losses on any of these insurance policies.
ADVISORY SERVICES AGREEMENT
On February 6, 1998, the Company entered into an agreement with two former
stockholders of the Company (the "stockholders") to terminate the stockholders
Advisory Services Agreement. Under the agreement, the Company agreed to pay the
stockholders $170,000, payable in three monthly installments of approximately
$57,000 commencing on March 15, 1998. During fiscal years 1996 and 1997, the
Company expensed approximately $8,000 and $16,000, respectively, relating to the
Advisory Services Agreement.
F-103
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Drive Line, Inc.:
We have audited the accompanying balance sheets of Drive Line, Inc. (a
Florida corporation), as of December 31, 1996 and 1997, and the related
statements of operations, shareholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of Drive Line, Inc.'s
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Drive Line, Inc., as of
December 31, 1996 and 1997, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 15, 1998
F-104
<PAGE>
DRIVE LINE, INC.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31,
-------------------- MARCH 31,
1996 1997 1998
--------- --------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents....... $ 111 $ 61 $ 28
Accounts receivable, net........ 452 586 1,011
Receivables from related
parties....................... 286 593 604
Inventories..................... 1,267 1,855 2,016
Prepaid expenses and other...... 62 -- 4
--------- --------- -----------
Total current assets....... 2,178 3,095 3,663
PROPERTY AND EQUIPMENT, net.......... 392 1,564 1,768
INVESTMENT IN REAL ESTATE............ 397 -- --
RECEIVABLES FROM RELATED PARTIES,
net................................ 214 -- --
--------- --------- -----------
Total assets............... $ 3,181 $ 4,659 $ 5,431
========= ========= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued
expenses...................... $ 378 $ 360 819
Payables to related parties..... 129 1,414 1,705
Line of credit.................. 1,000 1,000 984
Current maturities of long-term
debt.......................... 31 65 62
--------- --------- -----------
Total current
liabilities............. 1,538 2,839 3,570
LONG-TERM DEBT, net.................. 42 1,173 1,351
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $1 par value, 100
shares authorized, issued and
outstanding................... -- -- --
Additional paid-in capital...... 37 37 37
Retained earnings............... 1,564 610 473
--------- --------- -----------
Total shareholders'
equity.................. 1,601 647 510
--------- --------- -----------
Total liabilities and
shareholders' equity.... $ 3,181 $ 4,659 $ 5,431
========= ========= ===========
The accompanying notes are an integral part of these financial statements.
F-105
<PAGE>
DRIVE LINE, INC.
STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
-------------------- -------------------------
1996 1997 1997 1998
--------- --------- --------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES............................. $ 4,227 $ 5,997 $ 1,745 $1,719
COST OF SALES........................ 2,290 3,385 958 1,205
--------- --------- --------- ------------
Gross profit............... 1,937 2,612 787 514
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES........................... 1,008 1,530 376 486
--------- --------- --------- ------------
Income from operations..... 929 1,082 411 28
OTHER INCOME (EXPENSE):
Interest expense................ (54) (191) (10) (110)
Other income, net............... 67 47 4 29
--------- --------- --------- ------------
NET INCOME (LOSS).................... $ 942 $ 938 $ 405 $ (53)
========= ========= ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-106
<PAGE>
DRIVE LINE, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
ADDITIONAL TOTAL
COMMON PAID-IN RETAINED SHAREHOLDERS'
STOCK CAPITAL EARNINGS EQUITY
------- ----------- --------- -------------
<S> <C> <C> <C> <C>
BALANCE, December 31, 1995........... $ -- $ 37 $ 1,152 $ 1,189
Net income...................... -- -- 942 942
Distributions................... -- -- (530) (530)
------- --- --------- -------------
BALANCE, December 31, 1996........... -- 37 1,564 1,601
Net income...................... -- -- 938 938
Distributions................... -- -- (1,892) (1,892)
------- --- --------- -------------
BALANCE, December 31, 1997........... -- 37 610 647
Net loss (unaudited)............ -- -- (53) (53)
Distributions (unaudited)....... -- -- (84) (84)
------- --- --------- -------------
BALANCE, March 31, 1998
(unaudited)........................ $ -- $ 37 $ 473 $ 510
======= === ========= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-107
<PAGE>
DRIVE LINE, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
-------------------- --------------------
1996 1997 1997 1998
--------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss).................. $ 942 $ 938 $ 405 $ (53)
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities --
Depreciation and amortization... 14 31 7 8
Changes in assets and
liabilities --
Accounts receivable, net...... (64) (134) (355) (425)
Receivables from related
parties..................... 492 (561) (228) (11)
Inventories................... (464) (588) (140) (161)
Prepaid expenses and other.... (205) (7) -- (4)
Accounts payable and accrued
expenses.................... (55) (18) (237) 459
Payables to related parties... 101 1,285 -- --
--------- --------- --------- ---------
Net cash provided by
(used in) operating
activities......... 761 946 (548) (187)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate.......... (397) -- -- --
Purchases of property and
equipment......................... (148) (1,188) (61) (212)
--------- --------- --------- ---------
Net cash used in
investing
activities......... (545) (1,188) (61) (212)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on line
of credit......................... 405 -- -- (16)
Proceeds from long-term debt....... 30 1,667 999 485
Payments on long-term debt......... (23) (502) (345) (19)
Distributions to shareholders...... (530) (973) (43) (84)
--------- --------- --------- ---------
Net cash provided by
(used in) financing
activities......... (118) 192 611 366
--------- --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.................... 98 (50) 2 (33)
CASH AND CASH EQUIVALENTS, beginning
of period........................... 13 111 111 61
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS, end of
period.............................. $ 111 $ 61 $ 113 $ 28
========= ========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for --
Interest........................ $ 54 $ 191 $ 4 $ 43
Non cash distribution to
shareholders...................... -- 919 -- --
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-108
<PAGE>
DRIVE LINE, INC.
NOTES TO FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION:
Drive Line, Inc. (the Company), a Florida corporation, headquartered in
Sunrise, Florida, was founded in 1988 and serves customers nationally from its
facility in Florida. The Company primarily distributes commercial vehicle parts
to Original Equipment Manufacturers (OEMs) and other end-users and military
vehicle parts to the United States military.
On June 24, 1998, Transportation Components, Inc., dba TransCom USA,
consummated its initial public offering and acquired all outstanding shares of
the Company's common stock in exchange for cash and shares of TransCom USA's
common stock. Approximately $1.5 million of property and equipment, which is
included in the balance sheet at March 31, 1998, was distributed to the
shareholders. In addition, shareholders of the Company assumed liabilities of
approximately $1.2 million, which are included in the balance sheet at March 31,
1998. Had these distributions been made at March 31, 1998, the effect on the
Company's balance sheet would have been to decrease shareholders' equity by
approximately $283,000. Drive Line made a cash distribution of approximately
$438,000 which represented Drive Line's estimated S Corporation accumulated
adjustment account. Drive Line funded this distribution through cash on hand and
borrowings from existing sources. Had these distributions been made at March 31,
1998, the effect on Drive Line's balance sheet would have been to increase
liabilities by $278,000 and decrease stockholders' equity by $438,000.
Concurrently with the Merger, the Company entered into an agreement with the
shareholders to lease certain facilities used in the Company's operations for
negotiated amounts and terms.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
INTERIM FINANCIAL INFORMATION
The interim financial statements as of March 31, 1998, and for the three
months ended March 31, 1997 and 1998, are unaudited, and certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted. In
the opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the financial position, results of
operations and cash flows with respect to the interim financial statements have
been included.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
INVENTORIES
Inventories consist primarily of purchased parts stated at the lower of
cost or market, utilizing the first-in, first-out method (FIFO).
PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost and depreciated using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the life of the
lease or the estimated life of the asset.
Expenditures for major additions or improvements which extend the useful
lives of assets are capitalized. Minor replacements, maintenance and repairs
which do not improve or extend the life of such assets are charged to operations
as incurred. Disposals are removed at cost less accumulated depreciation, and
any resulting gain or loss is reflected in other income.
REVENUE RECOGNITION
The Company recognizes revenue when products are shipped.
F-109
<PAGE>
DRIVE LINE, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
INCOME TAXES
The Company has elected S Corporation status as defined by the Internal
Revenue Code, whereby Drive Line, Inc., is not subject to federal taxation.
Under S Corporation status, the shareholders report their shares of the
Company's taxable earnings or losses in their personal tax returns. Accordingly,
no provision was made for income taxes in the accompanying historical financial
statements. Drive Line, Inc., will terminate its S Corporation status
concurrently with the effective date of this offering.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents,
accounts receivable, accounts payable and debt. The Company believes that the
carrying value of these instruments on the accompanying balance sheets
approximates their fair value.
CONCENTRATION OF CREDIT RISK
Financial instruments which potentially subject the Company to a
concentration of credit risk consist primarily of cash deposits and accounts
receivable. The Company maintains cash balances at financial institutions which
may at times be in excess of federally insured levels. The Company has not
incurred losses related to these balances to date.
SIGNIFICANT SUPPLIERS
For the years ended December 31, 1996 and 1997, three suppliers accounted
for 37 percent and 48 percent of total inventory purchases, respectively.
SIGNIFICANT CUSTOMERS
For the years ended December 31, 1996 and 1997, two customers accounted for
22 percent and 16 percent of total revenues, respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities and
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.
NEW ACCOUNTING PRONOUNCEMENT
In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information," which
requires that a public business enterprise report financial and descriptive
information about its reporting operating segments. The Company will adopt SFAS
No. 131 in 1998.
3. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following (in thousands):
ESTIMATED DECEMBER 31,
USEFUL LIVES --------------------
IN YEARS 1996 1997
------------- --------- ---------
Land................................. -- $ 162 $ 162
Buildings............................ 30 169 1,313
Vehicles............................. 5 100 86
Machinery and equipment.............. 5-7 29 39
Office furniture and equipment....... 5 58 62
F-110
<PAGE>
DRIVE LINE, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Leasehold improvements............... 7 8 8
--------- ---------
Total........................... 526 1,670
Less -- Accumulated depreciation and
amortization....................... (134) (106)
--------- ---------
Property and equipment, net..... $ 392 $ 1,564
========= =========
4. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS:
Accounts receivable consist of the following (in thousands):
DECEMBER 31,
--------------------
1996 1997
--------- ---------
Accounts receivable, trade........... $ 518 $ 652
Less -- Allowance for doubtful
accounts........................... (66) (66)
--------- ---------
$ 452 $ 586
========= =========
Accounts payable and accrued expenses consist of the following (in
thousands):
DECEMBER 31,
--------------------
1996 1997
--------- ---------
Accounts payable, trade.............. $ 299 $ 280
Accrued compensation and benefits.... 79 80
--------- ---------
$ 378 $ 360
========= =========
5. LINE OF CREDIT AND LONG-TERM DEBT:
LINE OF CREDIT
The Company has a line of credit agreement which provides for borrowings up
to $1 million with a financial institution that is secured by accounts
receivable and inventory. The agreement is guaranteed jointly and severally by
the shareholders of the Company. Interest accrues at the financial institution's
prime rate plus 0.5 percent, which was nine percent at December 31, 1997. The
line of credit expires on September 18, 1998. The total $1 million available
under the agreement was outstanding at December 31, 1996 and 1997, respectively.
LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
DECEMBER 31,
--------------------
1996 1997
--------- ---------
Notes payable to financial
institutions in total monthly
installments of $15,630, including
interest ranging from 8.25% to 9%,
partially secured by certain
vehicles and a building, guaranteed
jointly and severally by the
shareholders of the Company, with
final payments due between January
2002 to April 2006................. $ 73 $ 1,238
Less -- Current maturities........... (31) (65)
--------- ---------
$ 42 $ 1,173
========= =========
Certain of the Company's loan agreements contain requirements regarding
working capital and financial ratios. The Company was in compliance with all
provisions of its loan agreements at December 31, 1997.
F-111
<PAGE>
DRIVE LINE, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The aggregate maturities of long-term debt as of December 31, 1997, are as
follows (in thousands):
1998................................. $ 65
1999................................. 61
2000................................. 37
2001................................. 28
2002................................. 23
Thereafter........................... 1,024
---------
$ 1,238
=========
6. RELATED-PARTY TRANSACTIONS:
The Company has entered into several transactions with related entities,
resulting in loans receivable, notes receivable and notes payable with related
parties.
The receivable bears interest of ten percent, with maturing in June 1998
and is partially secured by residential property. The receivable totaled
approximately $500,000 and $593,000, including accrued interest of approximately
$25,000 and $50,000, respectively, at December 31, 1996 and 1997, respectively.
In addition, the Company has notes payable to shareholders of approximately
$129,000 and $1,414,000 at December 31, 1996 and 1997, respectively. The notes
payable to shareholders bear interest of ten percent annually and are due in
June 1998.
7. COMMITMENTS AND CONTINGENCIES:
OPERATING LEASES
The Company leases its warehouse and office space under noncancelable lease
agreements, including leases with related parties. These leases expire on
various dates through February 1998. The lease agreements are subject to renewal
under essentially the same terms and conditions as the original leases. Minimum
operating lease payments for 1998 are $8,000.
Total rent expense under all operating leases, including leases with
related parties was approximately $46,000 and $48,000 for the years ended
December 31, 1996 and 1997, respectively.
LITIGATION
In March 1995, the Company and two of its officers and controlling persons,
pled guilty to one felony count of submission of a false document to the Defense
Logistics Agency of the United States government. The Company paid a fine of
$200,000 and the officers each paid a fine of $2,500 in satisfaction of the
judgments against them. The violation occurred during 1989 in the course of a
transaction between the Company and the Defense Logistics Agency involving heavy
duty parts valued at approximately $6,200. The Company remains a vendor for the
United States government and derives approximately 15 percent of its revenues
from parts sales to the United States government.
At certain times, the Company is involved in legal actions arising in the
ordinary course of business. Management does not believe the outcome of such
legal actions will have a material adverse effect on the Company's financial
position or results of operations.
INSURANCE
The Company carries a broad range of insurance coverage, including business
auto liability, general liability, workers' compensation, excess liability,
commercial property and an umbrella policy. The Company has not incurred
significant claims or losses on any of these insurance policies.
F-112
<PAGE>
DRIVE LINE, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
EMPLOYEE RETIREMENT PLAN
The Company participates in a profit-sharing and a money purchase pension
plan (the Plans) which cover eligible employees at least 20 years of age who
have completed at least one year of service. The money purchase pension plan
requires an annual employer contribution on behalf of qualified employees in the
amount of five percent of total compensation. Employer contributions to the
profit-sharing plan are discretionary with no minimum contributions required.
Employer matching contributions for both plans totaled approximately $78,000 and
$79,000 for the years ended December 31, 1996 and 1997, respectively.
F-113
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation, as amended, and Bylaws
incorporate substantially the provisions of the Delaware General Corporation Law
("DGCL") providing for indemnification of directors and officers of the
Company against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an officer or director of the
Company or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise.
As permitted by Section 102 of the DGCL, the Company's Certificate of
Incorporation, as amended, contains provisions eliminating a director's personal
liability for monetary damages to the Company and its stockholders arising from
a breach of a director's fiduciary duty except for liability (a) for any breach
of the director's duty of loyalty to the Company or its stockholders, (b) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any
transaction from which the director derived an improper personal benefit.
Section 145 of the DGCL provides generally that a person sued as a
director, officer, employee or agent of a corporation may be indemnified by the
corporation for reasonable expenses, including attorneys' fees, if in the case
of other than derivative suits such person has acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation (and, in the case of a criminal proceeding, had no
reasonable cause to believe that such person's conduct was unlawful). In the
case of a derivative suit, an officer, employee or agent of the corporation
which is not protected by the Certificate of Incorporation may be indemnified by
the corporation for reasonable expenses, including attorneys' fees, if such
person has acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of any
claim as to which an officer, employee or agent has been adjudged to be liable
to the corporation unless that person is fairly and reasonably entitled to
indemnity for proper expenses. Indemnification is mandatory in the case of a
director or officer who is successful on the merits in defense of a suit against
such person.
The Company intends to enter into Indemnity Agreements with its directors
and certain key officers pursuant to which the Company generally is obligated to
indemnify its directors and such officers to the full extent permitted by the
DGCL as described above.
The Company intends to purchase liability insurance policies covering
directors and officers.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------------------------ ------------------------------------------------------------------------------------------
<S> <C>
*3.1 -- Amended and Restated Certificate of Incorporation of Transportation Components, Inc., as
amended
*3.2 -- Bylaws of Transportation Components, Inc., as amended
*4.1 -- Form of certificate evidencing ownership of Common Stock of Transportation Components,
Inc.
5.1 -- Opinion of Bracewell & Patterson, L.L.P.
*10.1 -- Transportation Components, Inc., 1998 Long-Term Incentive Plan
*10.2 -- Transportation Components, Inc., 1998 Non-Employee Directors' Stock Plan
*10.3 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., Charles W. Carter Co. -- Los Angeles and the Stockholders named herein.
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
*10.4 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., Proveedor Mayorista al Refaccionario, S.A. de C.V. (Promare) and the
Stockholders named herein.
*10.5 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., PIA Acquisition Corporation, Plaza Automotive, Inc. and the Stockholders
named herein
*10.6 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., CBC Acquisition Corporation, The Cook Brothers Companies, Inc. and the
Stockholders named herein
*10.7 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., TPE Acquisition Corporation, TPE, Inc. and the Stockholders named herein
*10.8 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., UFS Acquisition Corporation, Universal Fleet Supply and the Stockholders
named herein
*10.9 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., DLI Acquisition Corporation, Drive Line, Inc. and the Stockholders named
herein
*10.10 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., GWI Acquisition Corporation, TOI Acquisition Corporation, OTP
Acquisition Corporation, Gear and Wheel, Inc., Try One, Inc., Ocala Truck Parts, Inc. and
the Stockholders named herein
*10.11 -- Agreement and Plan of Organization dated as of April 14, 1998, by and among Transportation
Components, Inc., CTC Acquisition Corporation, LLL Acquisition Corporation, MLS
Acquisition Corporation, Transportation Components Company, L.L.L., Inc. and MSL, Inc.and
the Stockholders named herein
*10.12 -- Agreement and Plan of Organization dated as of April 14, 1998 by and among Transportation
Components, Inc., APM Acquisition Corporation, AIII Acquisition Corporation, Amparts,
Inc., Amparts International, Inc. and the Stockholders named herein
*10.13 -- Agreement and Plan of Organization dated as of April 14, 1998 by and among Transportation
Components, Inc., Perfection Equipment Company and the Stockholders named herein
*10.14 -- Form of Employment Agreement between Transportation Components, Inc. and each of Messrs.
Young, Gooch, McConnell, Pryzant and Bucaro
10.15 -- Reserved
10.16 -- Reserved
10.17 -- Reserved
10.18 -- Reserved
10.19 -- Reserved
*10.20 -- Form of Founders' Employment Agreement
*10.21 -- Form of Agreement Among Certain Stockholders
*10.22 -- Form of Indemnity Agreement with Notre Capital Ventures II, L.L.C.
*21.1 -- List of subsidiaries of Transportation Components, Inc.
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Arthur Andersen LLP
23.3 -- Consent of Ernst & Young LLP, Independent Auditors
23.4 -- Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 5.1)
24.1 -- Power of Attorney (included on signature page to this Registration Statement)
*27 -- Financial Data Schedule
- ------------
</TABLE>
* Filed as an exhibit to the Company's Form S-1 (Registration No. 333-50447)
under an exhibit number identical to that described herein and incorporated
herein by this reference.
II-2
<PAGE>
(b) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting
regulation of the SEC are not required under the related instructions, are
inapplicable, or the information is included in the consolidated financial
statements, and therefore have been omitted.
(c) Reports, Opinions and Appraisals
The following reports, opinions and appraisals are included herein.
None.
ITEM 22. UNDERTAKINGS
(a) Regulation S-K, Item 512 Undertakings
(1) The undersigned registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(c) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(ii) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(iii) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(2) Registration on Form S-4 of Securities Offered for Resale.
(i) The undersigned hereby undertakes as follows: That prior to
any public reoffering of the securities registered hereunder through the
use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by person who may be
deemed underwriters, in addition to the information called for by the
other Items of the applicable form.
(ii) The registrant undertakes that every prospectus (a) that is
filed pursuant to the paragraph immediately preceding, or (b) that
purports to meet the requirements of section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415,
will be filed as part of an amendment to the registration statement and
will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration
II-3
<PAGE>
statement relating to the securities offered therein, and the offering
of new securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the Company
of expenses incurred or paid by a director, officer or controlling person
of the Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Company will, unless in the
opinion of its counsel the mattter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
(b) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4 of this Form, within one business day of receipt of such request, and
to send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.
(c) The undersigned hereby undertakes to supply by means of a supplement
or a post-effective amendment all information concerning a transaction, and the
company being acquired therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, TRANSPORTATION
COMPONENTS, INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT
THERETO TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, AUGUST 3, 1998.
TRANSPORTATION COMPONENTS, INC.
By: /s/ T. MICHAEL YOUNG
T. MICHAEL YOUNG
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement
hereby constitutes and appoints T. Michael Young and Paul E. Pryzant, each with
full power to act without the other, his or her true and lawful Attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities (until
revoked in writing) to sign any and all amendments (including post-effective
amendments and amendments thereto) to this Registration Statement, and to file
the name, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said Attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing he or she might do or could do in person, hereby ratifying and confirming
all that said Attorney-in-fact and agent, or his substitute, may lawfully do or
cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE INDICATED CAPACITIES ON AUGUST 3, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ -------------------------------------- ---------------
<S> <C> <C>
/s/T. MICHAEL YOUNG Chairman of the Board; Chief Executive August 3, 1998
T. MICHAEL YOUNG Officer and President
(Principal Executive Officer)
/s/HUGH H. N. McCONNELL, JR. Senior Vice President; Chief Financial August 3, 1998
HUGH H. N. MCCONNELL, JR. Officer and Director
(Principal Financial and Accounting
Officer)
/s/JOHN R. OREN Director August 3, 1998
JOHN R. OREN
/s/J. DAVID GOOCH Executive Vice President, Chief August 3, 1998
J. DAVID GOOCH Development Officer and Director
/s/LOUIS J. BOGGEMAN, JR. Senior Vice President; Chief Operating August 3, 1998
LOUIS J. BOGGEMAN, JR. Officer and Director
II-5
</TABLE>
<PAGE>
SIGNATURES -- (CONTINUED)
<TABLE>
<CAPTION>
<S> <C> <C>
/s/HENRY B. COOK, JR. Vice President -- Purchasing August 3, 1998
HENRY B. COOK, JR. and Director
/s/THOMAS A. WORK Director August 3, 1998
THOMAS A. WORK
/s/PETER D. LUND Director August 3, 1998
PETER D. LUND
/s/EVERETT W. PETRY Director August 3, 1998
EVERETT W. PETRY
/s/RODOLFO A. DEUMICHEN Director August 3, 1998
RODOLFO A. DEUMICHEN
/s/RONALD G. SHORT Director August 3, 1998
RONALD G. SHORT
/s/MAURA L. BERNEY Director August 3, 1998
MAURA L. BERNEY
/s/LAWRENCE K. KING Director August 3, 1998
LAWRENCE K. KING
/s/I. T. CORLEY Director August 3, 1998
I. T. CORLEY
*By: /s/T. MICHAEL YOUNG
T. MICHAEL YOUNG
ATTORNEY-IN-FACT
II-6
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
August 3, 1998
EXHIBIT 23.2
CONSENT OF INDEPEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated March 24, 1998, on our audit of the financial statements of
Perfection Group, and to all references to our Firm, included in or made a part
of this registration statement.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
July 31, 1998
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated May 15, 1998, with respect to the consolidated
financial statements of Charles W. Carter Co. -- Los Angeles included in the
Registration Statement (Form S-4 No. 333- ) and related Prospectus of
Transportation Components, Inc. for the registration of 10,000,000 shares of its
common stock.
ERNST & YOUNG LLP
Los Angeles, California
July 30, 1998
EXHIBIT 5.1
August 3, 1998
Transportation Components, Inc.
Three Riverway
Suite 630
Houston, TX 77056
Ladies and Gentlemen:
We have acted as counsel to Transportation Components, Inc., a Delaware
Corporation (the "Company"), in connection with the preparation of its
Registration Statement on Form S-4 (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to the offering and sale by the Company of up
to 10,000,000 shares of its common stock, par value $.01 per share (the "Common
Stock"), which the Company will issue and sell from time to time in connection
with business combinations.
We have examined originals or copies of: (i) the Amended and Restated
Certificate of Incorporation of the Company, as amended, (ii) the Bylaws of the
Company, as amended; (iii) certain resolutions of the Board of Directors of the
Company; and (iv) such other documents and records as we have deemed necessary
and relevant for the purposes hereof. We have relied upon certificates of public
officials and officers of the Company as to certain matters of fact relating to
this opinion and have made such investigations of law as we have deemed
necessary and relevant as a basis hereof. We have not independently verified any
factual matter relating to this opinion. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents,
certificates and records submitted to us as copies, and the conformity to
original documents, certificates and records of all documents, certificates and
records submitted to us as copies. We have also assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) all Common Stock will be issued
and sold in compliance with applicable federal and state securities laws and in
the manner stated in the Registration Statement and any appropriate prospectus
supplement.
Based upon the foregoing, and subject to the limitations and assumptions
set forth herein, and having due regard for such legal considerations as we deem
relevant, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. The Common Stock is duly authorized, and when issued and delivered
by the Company against payment therefor as described in the Registration
Statement pursuant to Board authorization of the transactions contemplated
by such Registration Statement, such shares will be duly and validly
issued, fully paid and nonassessible.
The foregoing opinion is based on and is limited to the laws of the State
of Delaware that pertain specifically to for-profit corporations, and we render
no opinion with respect to any other law.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5 of the Registration Statement. By giving such
consent, we do not admit that we are included within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations issued thereunder.
Very truly yours,
Bracewell & Patterson, L.L.P.
