<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 3, 1999, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
-------- --------
COMMISSION FILE NO. 333-56461
TALON AUTOMOTIVE GROUP, INC
(Exact name of registrant as specified in its charter)
MICHIGAN 38-3382174
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
900 WILSHIRE DRIVE, SUITE 203, TROY, MICHIGAN 48084
(Address of principal executive offices) (Zip Code)
(248) 362-7600
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
---------- ----------
APPLICABLE ONLY TO CORPORATE USERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Shares Outstanding
Class at August 16, 1999
---------------------------- ------------------
Class A Voting Common Stock 4,074
Class B Non-Voting Common Stock 158,853
Exhibit Index located at page
<PAGE> 2
TALON AUTOMOTIVE GROUP, INC. FORM 10 Q
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Statements of Operations (unaudited) for the Three Months
Ended July 3, 1999 and July 4, 1998
Consolidated Statements of Operations (unaudited) for the Six Months
Ended July 3, 1999 and July 4, 1998
Consolidated Balance Sheets at July 3, 1999 (unaudited) and
December 31, 1998
Consolidated Statements of Cash Flows (unaudited) for the Three Months
Ended July 3, 1999 and July 4, 1998
Consolidated Statements of Cash Flows (unaudited) for the Six Months
Ended July 3, 1999 and July 4, 1998
Notes to Consolidated Financial Statements (unaudited)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
PART II OTHER INFORMATION
<PAGE> 3
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED: SIX MONTHS ENDED:
--------------------------- --------------------------
JULY 3, JULY 4, JULY 3, JULY 4,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 78,723 $ 63,115 $ 149,743 $ 134,186
Cost of sales 69,366 55,484 132,932 116,813
--------- --------- --------- ---------
Gross profit 9,357 7,631 16,811 17,373
Operating expenses:
SG&A 5,232 4,651 10,771 9,435
Amortization 418 413 797 784
Special compensation -- 1,359 -- 1,359
--------- --------- --------- ---------
Income from operations 3,707 1,208 5,243 5,795
Other (income) expenses:
Interest 3,971 2,986 7,985 5,376
Foreign currency (34) 645 (32) 787
--------- --------- --------- ---------
Income (loss) before income taxes and
extraordinary expenses (230) (2,423) (2,710) (368)
Provision for income taxes 948 461 1,825 1,232
Income (loss) before extraordinary expenses (1,178) (2,884) (4,535) (1,600)
Extraordinary expenses -- 553 -- 553
-------- -------- --------- ---------
Net income (loss) $ (1,178) $ (3,437) $ (4,535) $ (2,153)
======== ======== ========= =========
</TABLE>
See accompanying notes.
<PAGE> 4
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
JULY 3, 1999 DECEMBER 31, 1998
------------ -----------------
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash $ 2,265 $ 9,412
Accounts receivable 48,618 42,580
Inventory 15,586 16,003
Reimbursable tooling 12,082 6,618
Prepaid expenses 3,563 2,266
-------- --------
Total current assets 82,114 76,879
Property, plant and equipment 117,523 104,036
Less accumulated depreciation 43,959 38,814
-------- --------
Net property, plant and equipment 73,564 65,222
Goodwill, net 52,739 52,490
Deferred financing costs, net 5,186 5,209
Other assets 981 420
-------- --------
$214,584 $200,220
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 43,993 $ 33,333
Accrued liabilities 19,177 24,527
Current portion of capital leases 866 869
Current portion of long term debt 1,028 994
-------- --------
Total current liabilities 65,064 59,723
Long term debt 156,241 143,648
Capital leases 1,819 2,182
Deferred income taxes 1,796 1,712
-------- --------
Total liabilities 224,920 207,265
SHAREHOLDERS' EQUITY
Common stock 1,250 1,250
Paid in capital 1,413 1,413
Retained earnings (11,550) (7,015)
Accumulated other comprehensive income (see Note 5) (1,449) (2,693)
-------- --------
Total shareholders' equity (10,336) (7,045)
-------- --------
$214,584 $200,220
======== ========
</TABLE>
See accompanying notes.
<PAGE> 5
TALON AUTOMOTIVE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS - UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED: SIX MONTHS ENDED:
JULY 3, JULY 4, JULY 3, JULY 4,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) $ (1,178) $ (3,437) $ (4,535) $ (2,153)
Depreciation 2,384 2,416 4,934 4,750
Amortization 418 413 797 784
Other non-cash expenses 194 (66) 389 5
Change in operating assets and liabilities:
Accounts receivable (6,929) 3,261 (6,038) 2,723
Inventories (489) 996 417 339
Reimbursable tooling (6,140) 599 (5,464) (562)
Prepaids 706 2,142 (1,297) 255
Accounts payable 7,127 (7,451) 10,660 (853)
Accrued liabilities (10,867) 1,294 (5,350) 4,052
Other (186) (940) (668) (769)
--------- --------- --------- ---------
Cash provided by (used in) operating (14,960) (773) (6,155) 8,571
activities
Investing Activities:
Additions to property and equipment (4,035) (2,593) (12,481) (4,181)
Proceeds from sale of equipment -- 12 -- 327
--------- --------- --------- ---------
Cash used in investing activities (4,035) (2,581) (12,481) (3,854)
Financing Activities:
Proceeds from long-term borrowings 10,889 121,167 13,000 121,167
Payments on long-term debt (575) (99,654) (741) (101,274)
Deferred financing costs (9) (4,266) (252) (4,266)
Distributions -- (11,562) -- (12,037)
--------- --------- --------- ---------
Cash provided by (used in) financing 10,305 5,685 12,007 3,590
activities
Effects of foreign currency translation (1,311) (443) (518) (607)
--------- --------- --------- ---------
Net change in cash (10,001) 1,888 (7,147) 7,700
Beginning Cash 12,266 7,046 9,412 1,234
--------- --------- --------- ---------
Ending Cash $ 2,265 $ 8,934 $ 2,265 $ 8,934
========= ========= ========= =========
</TABLE>
See accompanying notes.
<PAGE> 6
TALON AUTOMOTIVE GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Talon Automotive
Group and its wholly owned subsidiaries (the "Company"). All significant
intercompany transactions and account balances have been eliminated in
consolidation. The Company reports quarterly financial information in
thirteen-week increments and ends each respective quarter on the Saturday
following the thirteenth week with the fiscal year ending December 31.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ended July 3, 1999 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1999. Certain items in the Company's 1998 financial
statements have been reclassified to conform with the presentation used in 1999.
NOTE 2. EFFECT OF ACCOUNTING PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivatives Instruments
and Hedging Activities--Deferral of the Effective Date of FASB Statement No.
133--an Amendment of FASB Statement No. 133." Statement No. 137 defers the
effective date of Statement No. 133 by one year to fiscal years beginning after
June 15, 2000. Accordingly, the Company plans to adopt Statement No. 133 at the
beginning in 2001. Implementation of this statement is not expected to have a
material impact on the Company's results of operations.
NOTE 3. COMMITMENTS AND CONTINGENCIES
As of July 3, 1999, there were no significant changes to the status of
commitments and contingencies presented in the footnotes to the financial
statements for the fiscal year ended December 31, 1998.
NOTE 4. INVENTORIES
Inventory consisted of the following:
<TABLE>
<CAPTION>
JULY 3, 1999 DECEMBER 31, 1998
------------- -----------------
UNAUDITED
<S> <C> <C>
Raw material $ 6,661 $ 4,935
Work in process 5,329 6,084
Finished goods 3,596 4,984
------- -------
Total Inventory $15,586 $16,003
======= =======
</TABLE>
<PAGE> 7
NOTE 5. COMPREHENSIVE INCOME
Comprehensive income for the three and six months ended July 3, 1999 was a loss
of $385 and $3,291 compared to $3,600 and $2,760 for the three and six months
ended July 4, 1998. Comprehensive income includes reported net income and the
non-cash effect of changes in foreign currency translation ("translation").
Translation relates to certain assets based in Canada which are measured in
Canadian dollars. For consolidated financial reporting, these assets are
translated into U.S. dollars at the exchange rate in effect at the end of each
period. The periodic change in translation is included as part of comprehensive
income. The cumulative effect of translation is included as a separate component
of stockholders' equity (accumulated other comprehensive income).
NOTE 6. REORGANIZATION
Prior to April 28, 1998 the Company had reported the combined financial
statements of Talon Automotive Group, LLC, Hawthorne Metal Products Company, J&R
Manufacturing, Inc., Veltri Metal Products Co., Veltri Holdings Inc., Veltri
Holdings No. 2 Inc., Veltri Holdings USA, Inc. and Production Stamping, Inc..
These companies were reorganized into Talon Automotive Group, Inc. on April 28,
1998 and the Company began reporting financial statements on a consolidated
basis. The reorganization had no material impact in the basis of the Company's
financial statement presentation.
NOTE 7. SUPPLEMENTAL GUARANTOR INFORMATION
Veltri Metal Products Co., Veltri Holdings, Inc. and Veltri Holdings USA, Inc.
(collectively, the "Veltri Group") are wholly owned subsidiaries of the Company
and constitute all of the direct and indirect subsidiaries of the Company. All
members of the Veltri Group have fully and unconditionally guaranteed, on a
joint and several basis, the obligation to pay principal, premium, if any, and
interest with respect to the Company's senior subordinated notes.
There are no restrictions on the ability of the Veltri Group to transfer funds
to the Company in the form of cash dividends, loans or advances, except as
follows: (i) pursuant to the Veltri Group purchase agreements among the Veltri
Group and its former owners, the Veltri Group agreed not to make any loans or
advances to any person (including the Company) until certain earn-out provisions
for the former owners have been satisfied; and (ii) pursuant to the senior
credit agreement the Veltri Group agreed not to (a) declare or pay any dividends
on, or make any other distribution with respect to any shares of capital stock;
or (b) make loans, advances or extensions of credit to any person (except for
credit sales in the ordinary course of business and loans to affiliates in an
aggregate amount not to exceed $15 million at any time outstanding); and (iii)
pursuant to the indenture agreement for the Company's senior subordinated notes,
the Veltri Group is prohibited from making loans or advances to the Company if a
default or event of default shall have occurred under the indenture.
Management does not believe that separate financial statements of each of these
members of the Veltri Group are material to investors. Therefore, separate
financial statements and other disclosures concerning members of the Veltri
Group have been omitted, and in lieu thereof, summarized financial information
relating to the Veltri Group is shown as follows:
<TABLE>
<CAPTION>
JULY 3, 1999 DECEMBER 31, 1998
------------ -----------------
UNAUDITED
<S> <C> <C>
Current assets $32,321 $33,990
Non-current assets 40,535 34,510
Current liabilities 23,330 17,290
Non-current liabilities 37,072 42,137
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
SIX MONTHS ENDED:
JULY 3, 1999 JULY 4, 1998
------------ ------------
UNAUDITED UNAUDITED
<S> <C> <C>
Net sales $59,013 $53,272
Gross profit 11,026 9,439
Net income 2,683 1,466
</TABLE>
NOTE 8. RELATED PARTY TRANSACTIONS
The Company has a business services agreement with Talon L.L.C., an affiliated
company owned by the shareholders of the Company. Under this agreement, the
Company receives services of risk management, benefits management, tax
preparation and other services from Talon L.L.C.. For the six month period ended
July 3, 1999 and July 4, 1998, business services fees paid to Talon L.L.C.
amounted to $250 and $412, respectively.
The Company provides certain consulting services to G&L Industries, Inc.
("G&L"), an affiliate of the Company beneficially owned and controlled by the
shareholders of the Company. For the six month period ended July 3, 1999 and
July 4, 1998, total fees received from G&L were $0 and $250, respectively. The
Company discontinued certain services and fees under this agreement in July
1998.
In 1996, the Company purchased the outstanding capital stock of the Veltri Group
and a former shareholder of the Veltri Group was appointed as an officer of the
Company. The stock purchase agreement included certain earnout provisions
payable to the former shareholder. On April 6, 1999, the Company made an earnout
payment of approximately $8.5 million, including interest, for the calendar year
1998. A final earnout payment, if any, for the calendar year 1999 will be paid
on March 31, 2000. This payment will not exceed approximately $2.0 million per
the terms of the agreement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. When used in this section, the words
"anticipate", "believe", "estimate" and "expect" and similar expressions are
generally intended to identify forward-looking statements. Readers are cautioned
that any forward-looking statements, including statements regarding the intent,
belief, or current expectations of the Company or its management, are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors including, but not limited to: (i)
general economic conditions in the markets in which the Company operates; (ii)
fluctuations in worldwide or regional automobile and light and heavy truck
production; (iii) labor disputes involving the Company or its significant
customers; (iv) changes in practices and/or policies of the Company's
significant customers toward outsourcing automotive components and systems; (v)
foreign currency and exchange fluctuations; (vi) factors affecting the ability
of the Company or its key suppliers to resolve Year 2000 issues in a timely
manner; and (vii) other risks detailed from time to time in the Company's
filings with the Securities and Exchange Commission. The Company does not intend
to update these forward-looking statements.
<PAGE> 9
COMPARISON OF THE THREE MONTH PERIOD ENDED JULY 3, 1999 TO THE THREE MONTH
PERIOD ENDED JULY 4, 1998
Net Sales - Net sales for the three month period ended July 3, 1999 ("second
quarter 1999") were $78.7 million compared to $63.1 million for the three month
period ended July 4, 1998 ("second quarter 1998"). This represents an increase
of $15.6 million or 25% compared to the prior year. The increase was due to a
full ramp up of the DaimlerChrysler LH platform, incremental new business and
higher industry volumes. The increase was also affected by a GM strike that
reduced sales in the prior year.
Gross Profit - Gross profit for the second quarter 1999 was $9.4 million or
11.9% of net sales compared to $7.6 million or 12.1% of net sales for the second
quarter 1998. This represents an increase of $1.7 million or 23% as compared to
the prior year. The increase was due to higher sales, offset by lower scrap
pricing (see "Decline in Scrap Steel Prices") and outsourcing costs for a press
breakdown in the second quarter 1999.
Selling, General and Administrative Expenses ("SG&A") - SG&A expenses for the
second quarter 1999 were $5.2 million or 6.6% of net sales compared to $4.6
million or 7.4% of net sales for the second quarter 1998. This represents an
increase of $0.6 million or 12% as compared to the prior year and was primarily
due to a new Tennessee facility and other infrastructure costs.
Special Compensation - In connection with the offering of the Company's senior
subordinated notes in the second quarter 1998, the Company incurred a special
compensation expense of $1.4 million. This was a non-recurring expense related
to deferred compensation agreements with certain employees.
Amortization Expense - Amortization expense was $0.4 million for the second
quarter 1999 compared to $0.4 million for the second quarter 1998. Amortization
expense relates to goodwill associated with the Company's acquisitions since
1996.
Interest Expense - Interest expense for the second quarter 1999 was $4.0 million
or 5.0% of net sales, compared to $3.0 million or 4.7% of net sales for the
second quarter 1998. The increase was primarily from higher borrowings to
finance new equipment and tooling for future business awards and working capital
requirements for rising sales.
Foreign Currency - Foreign currency gains and losses are all attributable to the
Company's Canadian operation. In connection with the offering of the Company's
senior subordinated notes in the second quarter 1998, the Company made an early
retirement of Canadian denominated debt and recorded a non-recurring foreign
currency loss of $0.6 million.
Income Taxes - The Company's income taxes relate solely to its Canadian
operations. The provision for income taxes for the second quarter 1999 was $0.9
million compared to $0.5 million for the second quarter 1998. . The increase is
primarily due to incremental new business in Canada. The effective tax rate for
the Company's Canadian operations was approximately 40% for the second quarter
1999.
COMPARISON OF THE SIX MONTH PERIOD ENDED JULY 3, 1999 TO THE SIX MONTH PERIOD
ENDED JULY 4, 1998
Net Sales - Net sales for the six month period ended July 3, 1999 ("first six
months of 1999") were $149.7 million compared to $134.2 million for the six
month period ended July 4, 1998 ("first six months of 1998"). This represents an
increase of $15.6 million or 12% compared to the prior year. The increase was
due to a full ramp up of the DaimlerChrysler LH platform, incremental new
business and higher industry volumes. The increase was also affected by a GM
strike that reduced sales in the prior year.
<PAGE> 10
Gross Profit - Gross profit for the first six months of 1999 was $16.8 million
or 11.2% of net sales as compared to $17.4 million or 12.9% of net sales for the
second quarter 1998. This represents a decrease of $0.6 million or 3% as
compared to the prior year. The decrease was due to scrap pricing (see "Decline
in Scrap Steel Prices"), outsourcing costs for a press breakdown and launch
costs, offset by higher sales.
Selling, General and Administrative Expenses ("SG&A") - SG&A expenses for the
first six months of 1999 were $10.8 million or 7.2% of net sales compared to
$9.4 million or 7.0% of net sales for the first six months of 1998. This
represents an increase of $1.3 million or 14% as compared to the prior year and
was primarily due to a new Tennessee facility and other infrastructure costs.
Special Compensation - In connection with the offering of the Company's senior
subordinated notes in the second quarter 1998, the Company incurred a special
compensation expense of $1.4 million. This was a non-recurring expense related
to deferred compensation agreements with certain employees.
Amortization Expense - Amortization expense was $0.8 million for the first six
months of 1999 compared to $0.8 million for the first six months of 1998.
Amortization expense relates to goodwill associated with the Company's
acquisitions since 1996.
Interest Expense - Interest expense for the first six months of 1999 was $8.0
million or 5.3% of net sales, compared to $5.4 million or 4.0% of net sales for
the first six months of 1998. The increase was primarily from higher borrowings
to finance new equipment and tooling for future business awards and working
capital requirements for rising sales.
Foreign Currency - Foreign currency gains and losses are all attributable to the
Company's Canadian operation. In connection with the offering of the Company's
senior subordinated notes in the second quarter 1998, the Company made an early
retirement of Canadian denominated debt and recorded a non-recurring foreign
currency loss of $0.6 million.
Income Taxes - The Company's income taxes relate solely to its Canadian
operations. The provision for income taxes for the first six months of 1999 was
$1.8 million compared to $1.2 million for the first six months 1998. This
represents an increase of $0.6 million or 48% as compared to the prior year. The
increase is primarily due to incremental new business in Canada. The effective
tax rate for the Company's Canadian operations was approximately 40% for the
first six months of 1999.
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures for the first six months of 1999 were $12.5 million
compared to $4.1 million for the first six months of 1998. Capital expenditures
primarily relate to various investments in machinery and equipment. For the
first six months of 1999, capital expenditures included approximately $4.5
million for new business launching in 2001 and $5.0 million for capacity and
productivity improvements.
For the first six months of 1999, net cash flow used by operating activities
totaled $6.1 million compared to $8.6 million from operating activities for the
first six months of 1998. The change from the prior year was primarily due to
increased investments in customer tooling and a reduction in accrued
liabilities. During the first six months of 1999, the Company invested $5.5
million in reimbursable tooling and made an $8.5 million accrued earnout payment
relative to the acquisition of the Veltri Group.
Net cash used in investing activities totaled $12.5 million for the first six
months of 1999, as compared to $3.8 million for the first six months of 1998.
Investing activities primarily related to capital expenditures.
<PAGE> 11
Net cash provided by financing activities totaled $12.0 million for the first
six months of 1999 compared to $3.6 million for the first six months of 1998.
Financing activities primarily related to new borrowings.
The Company believes borrowing availability under its senior credit facility,
together with funds generated by operations, should provide sufficient liquidity
and capital resources to meet its working capital requirements, capital
expenditures and other operating needs through 1999. At July 3, 1999,
outstanding borrowings under the Company's senior credit facility totaled $35.0
million and the Company had the ability to borrow an additional $15.0 million on
this facility.
DECLINE IN SCRAP STEEL PRICES
The Company sells scrap steel resulting from its manufacturing processes at the
prevailing market rate. This revenue is recorded as a reduction to the Company's
cost of sales. Market prices for scrap steel declined significantly from the
prior period and this decreased the Company's revenue for scrap steel sales. The
Company believes lower scrap steel prices reduced gross profit by $1.0 million
for the second quarter 1999 and $2.3 million for the first six months of 1999 as
compared to the prior year periods.
MARKET RISK
Market risk is the potential loss arising from adverse changes in market rates
and prices, including changes in foreign currency exchange rates and interest
rates. The Company believes there was no significant change in its market risk
factors since December 31, 1998.
YEAR 2000 COMPLIANCE
For both its IT systems and non-IT systems (operating equipment), the Company
believes it has either replaced or remediated substantially all hardware and
software affected by the Year 2000 issue. The Company expects to complete
substantially all testing and implementation by September 30, 1999.
The Company also gathered information about Year 2000 compliance from its
significant suppliers (external agents) and is not aware of any external agent
with a Year 2000 issue that would materially impact the Company. However, the
Company has no means of ensuring external agents will be Year 2000 ready. If
certain external agents are unable to comply with the Year 2000 issue, it could
have a material adverse impact on the Company (the effect of such non-compliance
is not currently determinable).
The total cost of the Company's Year 2000 project is estimated at $2.0 million,
and is being funded through operating cash flows. To date, the Company has
incurred approximately $1.8 million ($0.3 million expensed and $1.5 million
capitalized for new systems and equipment) related to its Year 2000 project. A
significant portion of the Year 2000 costs were ordinary capital expenditures
that replaced systems and equipment not Year 2000 compliant.
The Company believes it has an effective program in place to address possible
Year 2000 problems in a timely manner. However, if the Company is unable to
complete all phases of its Year 2000 project, it could affect the Company's
ability to manufacture and ship certain products. At this time, the Company
believes its "reasonably likely worst case scenario" would be the failure of its
third party business partners to address Year 2000 issues. The current
contingency plan focus is on thorough testing, alternate supplier sources,
manual backup for critical processes, and build-up of safety stock in limited
cases.
<PAGE> 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Market Risk" section of Management Discussion & Analysis.
PART II. OTHER INFORMATION
TALON AUTOMOTIVE GROUP, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings: None
Item 2. Change in Securities: None
Item 3. Defaults Upon Senior Securities: None
Item 4. Submission of Matters to a Vote of Security Holders: None
Item 5. Other Information: None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibit 27 - Financial Data Schedule
(b) The Company filed no Reports on Form 8-K during the six months ended
July 3, 1999.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
TALON AUTOMOTIVE GROUP, INC.
By: /s/ David J. Woodward
--------------------------
David J. Woodward
Vice President of Finance, Chief Financial Officer and
Treasurer
Date: August 16, 1999
<PAGE> 14
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS AS OF JULY 3, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUL-03-1999
<CASH> 1,946
<SECURITIES> 319
<RECEIVABLES> 48,618
<ALLOWANCES> 215
<INVENTORY> 15,586
<CURRENT-ASSETS> 82,114
<PP&E> 117,523
<DEPRECIATION> 43,959
<TOTAL-ASSETS> 214,584
<CURRENT-LIABILITIES> 65,064
<BONDS> 120,000
0
0
<COMMON> 1,250
<OTHER-SE> (11,586)
<TOTAL-LIABILITY-AND-EQUITY> 214,584
<SALES> 149,743
<TOTAL-REVENUES> 149,743
<CGS> 132,932
<TOTAL-COSTS> 144,499
<OTHER-EXPENSES> (32)
<LOSS-PROVISION> 0
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</TABLE>
