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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
(MARK ONE)
<TABLE>
<C> <S>
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
OR
<TABLE>
<C> <S>
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
</TABLE>
FOR THE TRANSITION PERIOD FROM ______________ TO ______________
COMMISSION FILE NUMBER 333-75643
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COMPASS AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 95-4659126
(State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization)
1501 HUGHES WAY, SUITE 400, LONG BEACH, 90810
CALIFORNIA (Zip Code)
(Address of principal executive
offices)
</TABLE>
(310) 522-0600
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 / / No /X/
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of June 30, 2000, there were
outstanding 34,909,335 shares of common stock.
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<PAGE>
COMPASS AEROSPACE CORPORATION
FORM 10-Q
INDEX
<TABLE>
<S> <C> <C> <C>
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets at June 30, 2000 and December
31, 1999................................................... 2
Consolidated Statements of Operations for the Three Months
Ended June 30, 2000 and June 30, 1999 and the Six Months
Ended June 30, 2000 and June 30, 1999...................... 3
Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2000 and June 30, 1999...................... 4
Notes to Consolidated Financial Statements.................. 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.................................. 7
Item 3. QUANTATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK........ 9
PART II OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS........................................... 10
Item 2. CHANGES IN SECURITIES....................................... 10
Item 3. DEFAULTS UPON SENIOR SECURITIES............................. 10
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 10
Item 5. OTHER INFORMATION........................................... 10
Item 6. EXHIBITS AND REPORTS ON FORM 8-K............................ 10
SIGNATURES.................................................................... 11
</TABLE>
<PAGE>
PART I--FINANCIAL INFORMATION
COMPASS AEROSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
----------- ------------
(UNAUDITED) (NOTE 1)
<S> <C> <C>
ASSETS
Current Asssets:
Cash and cash equivalents................................. $ 4,265 $ 8,323
Accounts receivable (net of allowance for doubtful
accounts of $919 at June 30, 2000 and $1,040 at December
31, 1999)............................................... 20,920 23,136
Inventories............................................... 35,942 36,689
Prepaid expenses and other current assets................. 29,770 4,085
-------- --------
Total Current Assets.................................. 90,897 72,233
Property and equipment (net of accumulated depreciation of
$52,314 at June 30, 2000 and $44,202 at December 31,
1999)..................................................... 67,052 73,033
Costs in excess of net assets of businesses acquired (net of
accumulated amortization of $10,711 at June 30, 2000 and
$6,950 at December 31, 1999).............................. 115,252 142,028
Other assets................................................ 14,413 14,137
-------- --------
Total Assets........................................ $287,614 $301,431
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable.......................................... $ 16,149 $ 9,594
Accrued liabilties........................................ 11,943 13,250
Income taxes payable...................................... 1,391 1,864
Current portion of long-term debt......................... 93,540 8,382
Short term borrowings..................................... 9,000 --
-------- --------
Total Current Liabilities........................... 132,023 33,090
Long-term debt.............................................. 134,820 224,316
Deferred income taxes....................................... 8,688 8,770
-------- --------
Total Liabilities................................... 275,531 266,176
-------- --------
Commitments and Contingencies
Stockholders' Equity:
Common stock--$.01 par value;
Authorized shares
56,000,000 at June 30, 2000 and December 31, 1999
Issued and outstanding
34,909,335 at June 30, 2000 and 34,979,711 at December
31, 1999............................................ 349 350
Additional paid-in capital................................ 43,513 43,616
Accumulated other comprehensive loss...................... (808) --
Accumulated deficit....................................... (30,971) (8,711)
-------- --------
Total Stockholders' Equity.......................... 12,083 35,255
-------- --------
Total Liabilities and Stockholders' Equity.......... $287,614 $301,431
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
PART I--FINANCIAL INFORMATION (CONTINUED)
COMPASS AEROSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------- -------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales.............................................. $ 38,077 $32,724 $ 76,026 $67,116
Cost of sales.......................................... 39,591 23,234 69,657 47,812
-------- ------- -------- -------
Gross profit (loss).................................... (1,514) 9,490 6,369 19,304
Selling, general and administrative expenses........... 4,614 3,809 10,901 8,409
Goodwill amortization.................................. 2,005 1,543 3,761 3,040
Management fees........................................ -- 170 -- 335
-------- ------- -------- -------
Operating income (loss)................................ (8,133) 3,968 (8,293) 7,520
Interest expense....................................... 6,147 4,858 12,058 9,932
Other expense.......................................... 878 475 1,725 987
-------- ------- -------- -------
Loss before taxes...................................... (15,158) (1,365) (22,076) (3,399)
Income tax expense (benefit)........................... (101) (504) 184 (1,446)
-------- ------- -------- -------
Net Loss............................................... $(15,057) $ (861) $(22,260) $(1,953)
======== ======= ======== =======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
PART I--FINANCIAL INFORMATION (CONTINUED)
COMPASS AEROSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-------------------
2000 1999
-------- --------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income.................................................. $(22,260) $(1,953)
Adjustments to Reconcile Net Income to Net Cash provided by
(used in) operating activities:
Depreciation and amortization............................. 11,004 8,766
Deferred income tax provision............................. (82) --
Changes in operating assets and liabilities
Accounts receivable....................................... 2,216 2,508
Inventories............................................... 747 (40)
Prepaid expenses and other assets......................... (3,517) (43)
Accounts payable.......................................... 6,555 (4,132)
Accrued and other liabilities............................. (1,780) (1,410)
Change in other assets.................................... (1,877) (1,840)
-------- -------
Net cash provided by (used in) operating activities..... (8,994) 1,856
-------- -------
Cash Flows from Investing Activities:
Purchase of property and equipment.......................... (534) (2,750)
Proceeds from settlement of aquisition purchase price....... 848 --
-------- -------
Net cash provided by (used in) investing activities..... 314 (2,750)
-------- -------
Cash flows from financing activities:
Purchase of stock held by former employee................... (104) --
Payments on debt............................................ (3,261) (2,881)
Proceeds from increase in short term borrowings............. 9,000 3,000
-------- -------
Net cash provided by (used in) financing activities..... 5,635 119
-------- -------
Effect of foreign exchange rate on cash..................... (1,013) --
-------- -------
Net decrease in cash and cash equivalents................... (4,058) (775)
Cash and cash equivalents, beginning of period.............. 8,323 7,871
-------- -------
Cash and cash equivalents, end of period.................... $ 4,265 $ 7,096
======== =======
Supplemental disclosures of cash flows information:
Interest expense paid....................................... $ 9,840 $ 7,612
Income taxes paid, net of refund............................ $ 1,180 $ --
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
PART I--FINANCIAL INFORMATION (CONTINUED)
COMPASS AEROSPACE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS)
NOTE 1. BASIS OF PRESENTATION
The consolidated balance sheets and consolidated statements of operations
are unaudited as of and for the three month and six month periods ended
June 30, 2000 and June 30, 1999. The balance sheet at December 31, 1999 has been
derived from the audited financial statements at that date but these statements
do not include all of the footnotes required by generally accepted accounting
principles for complete financial statements. The financial information included
in this quarterly report should be read in conjunction with the Company's
consolidated financial statements and the related notes thereto included in its
Annual Report on Form 10-K for the year ended December 31, 1999.
NOTE 2. FOREIGN CURRENCY TRANSLATION
The functional currency of the Company's foreign subsidiary is the local
currency. Assets and liabilities of the foreign subsidiary are translated into
U.S. dollars at the period end exchange rates, and revenues and expenses are
translated at average rates prevailing during the periods presented. Translation
adjustments are included in accumulated other comprehensive loss, a separate
component of stockholders' equity. Transaction gains or losses arising from
transactions denominated in a currency other than the functional currency of the
entity involved, which have been insignificant, are included in the consolidated
statements of operations.
NOTE 3. COMPREHENSIVE INCOME (LOSS)
The Company has adopted Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income", which establishes standards for the
reporting and display of comprehensive income and its components in the
financial statements. Comprehensive income includes net income and cumulative
foreign currency translation adjustments.
NOTE 4. LONG TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
-------- ------------
<S> <C> <C>
Term Loan A........................................... 28,875 31,500
Term Loan B........................................... 44,325 44,550
Acquisition line of credit............................ 20,340 20,604
Capital leases and other.............................. 5,787 7,093
Senior subordinated notes............................. 129,033 128,951
-------- --------
Sub Total long Term Debt............................ 228,360 232,698
Less current portion.................................. (93,540) (8,382)
-------- --------
Total long-term debt................................ $134,820 $224,316
======== ========
</TABLE>
At June 30, 2000, we failed to meet some of the financial covenants of our
senior credit agreement. Under the terms of this agreement, noncompliance with
the covenants constitutes an event of default which permits our lenders to
accelerate the repayment of our outstanding obligations under
5
<PAGE>
PART I--FINANCIAL INFORMATION (CONTINUED)
COMPASS AEROSPACE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE 4. LONG TERM DEBT (CONTINUED)
our senior credit agreement. In accordance with Statement of Financial
Accounting Standards No. 78, Classification of Obligations that are Callable by
the Creditor, we have classified the entire outstanding balance under the senior
credit agreement as a current liability as of June 30, 2000. We have been
negotiating with our lenders to satisfactorily resolve the noncompliance.
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company leases certain machinery and equipment under capital leases
expiring at various dates through 2007. The Company also leases office space
under operating leases with terms expiring at various dates through 2008. During
the ordinary course of business, the Company is involved in various legal
proceedings. Management, in consultation with legal counsel, does not believe
that the outcome of these lawsuits will have a material adverse effect on the
financial position or future operating results of the Company.
NOTE 6. SEGMENTS
The Company has one segment, the supply of original equipment parts,
sub-assemblies, manufacturing kits, and structural components to aerospace
manufacturers for use in structural frames and other metal aircraft components.
The Company's operations are conducted domestically and internationally. The
Company evaluates performance based on EBITDA, defined as profit before income
taxes, interest, depreciation, goodwill amortization, and management fees paid
to an affiliate.
NOTE 7. LITIGATION SETTLEMENT AND SUBSEQUENT EVENTS
On June 22, 2000, the Company executed a settlement agreement to settle its
outstanding lawsuit against Alinabal Holdings Corporation and the principal
stockholders of Alinabal. In connection with the settlement, the Company
received $2.5 million of reimbursement of legal costs incurred in connection
with the litigation, $12.5 million of cash and the surrender of $36 million of
the Company's 10 1/8% Senior Subordinated Notes. In July 2000, the
$12.5 million of cash received was used to reduce Term A, Term B and Acquisition
Line senior debt. The settlement resulted in a $22.2 million reduction of
goodwill as of June 30, 2000. The gain on the early extinguishment of the debt
will be recognized in the third quarter of 2000.
6
<PAGE>
PART I--FINANCIAL INFORMATION (CONTINUED)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS: THE THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 1999
RESULTS OF OPERATIONS
REVENUES: Consolidated revenues increased $5.4 million, or 16.5%, to
$38.1 million for the three months ended June 30, 2000 from $32.7 million for
the three months ended June, 30 1999. The increase was due to the acquisition of
Trim Engineering Limited in the third quarter of 1999. Trim, which has
headquarters in the United Kingdom and operates six aerospace precision milling,
metal treatments and casting units, had revenues of $11.2 million in the three
months ended June 30, 2000. Revenues from our domestic operations decreased
$5.8 million, or 17.7%, for the three months ended June 30, 2000 to
$26.9 million. The decline in sales was due to reductions in production rates of
certain Boeing commercial airplane programs as well as market pressure to reduce
prices.
COST OF SALES: Cost of sales increased $16.4 million, or 70.7%, to
$39.6 million for the three months ended June 30, 2000 from $23.2 million for
same period of 1999. Cost of sales increased as a result of a number of factors.
In January 2000, we incurred $4.6 million of cost in connection with a long-term
agreement with our major customer. As a result of specific recent events, the
future benefits originally associated with this agreement have diminished.
Accordingly, the carrying value associated with this agreement has been reduced
by $2.4 million and the remaining balance of $1.8 million will be amortized over
the next twelve months. A comprehensive review of inventories and the
anticipated future requirements of our customers resulted in a reduction of
$2.5 million in the carrying value of inventory. The acquisition of Trim in the
third quarter of 1999 increased cost of sales by $9.7 million. Excluding the
above items and the acquisition of Trim, cost of sales was $25.0 million, or
92.9% of sales for the three months ended June 30, 2000 compared to 71.0% for
the same period in 1999. This increase in cost of sales in relation to sales was
due to lower sales volume and market pressure to reduce prices.
SELLING, GENERAL AND ADMINISTARTIVE EXPENSES: Selling, general and
administrative expenses increased $0.8 million, or 21.1%, to $4.6 million for
the three months ended June 30, 2000 from $3.8 million for same period of 1999.
This increase was attributable to the acquisition of Trim, with $1.2 million of
selling, general and administrative expenses in the three months ended June 30,
2000. This increase was offset by $1.6 million related to the settlement of
litigation, which included a $2.5 million reimbursement of legal costs incurred
in connection with the litigation.
NET INTEREST EXPENSE: Interest expense increased $1.2 million, or 24.5%, to
$6.1 million for the three months ended June 30, 2000 from $4.9 million for the
same period of 1999. The increase in interest expense was attributable to the
increase in borrowings associated with the acquisition of Trim, higher interest
rates on variable rate debt, and increased borrowings under our revolving credit
facility.
NET LOSS: Net loss increased $14.2 million to $15.1 million for the three
months ended June 30, 2000 from a net loss of $0.9 million for the same period
of 1999. The increase in net loss was due to increased cost of sales and
increased selling, general and administrative expenses.
7
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PART I--FINANCIAL INFORMATION (CONTINUED)
RESULTS OF OPERATIONS: THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 1999.
RESULTS OF OPERATIONS
REVENUES: Consolidated revenues increased $8.9 million, or 13.3%, to
$76.0 million for the six months ended June 30, 2000 from $67.1 million for the
same period in 1999. Excluding the Trim acquisition, revenues from our domestic
operations decreased $14.2 million, or 21.2%, for the six months ended June 30,
2000 to $52.9 million. In addition to Boeing's initiative to reduce inventory,
lower revenues are the result of the reductions in production rates of certain
Boeing commercial airplane programs and market pressure to reduce prices.
COST OF SALES: Cost of sales increased $21.9 million, or 45.8%, to
$69.7 million for the six months ended June 30, 2000 from $47.8 million for same
period of 1999. Cost of sales increased as a result of a number of factors. In
January 2000, we incurred $4.6 million of cost in connection with a long-term
agreement with our major customer. As a result of specific recent events, the
future benefits originally associated with this agreement have diminished.
Accordingly, the carrying value associated with this agreement has been reduced
by $2.4 million and the remaining balance of $1.8 million will be amortized over
the next twelve months. A comprehensive review of inventories and the
anticipated future requirements of our customers resulted in a reduction of
$2.5 million in the carrying value of inventory. Excluding the above items and
the acquisition of Trim, cost of sales was $46.4 million or 87.7% of sales for
the six months ended June 30, 2000 compared to 71.2% for the same period in
1999. This increase in cost of sales in relation to sales was due to initially
high production costs for new contracts, lower sales volume and market pressure
to reduce prices.
SELLING, GENERAL AND ADMINISTARTIVE EXPENSES: Selling, general and
administrative expenses increased $2.5 million, or 29.8%, to $10.9 million for
the six months ended June 30, 2000 from $8.4 million for same period of 1999.
This increase was attributable to the acquisition of Trim, with $2.7 million of
selling, general and administration expenses and approximately $1.1 million of
employee recruitment, relocation and severance costs relating to senior
management changes made during the first quarter of 2000. This increase was
offset by $0.8 million related to the settlement of litigation, which included a
$2.5 million reimbursement of legal costs incurred in connection with the
litigation.
NET INTEREST EXPENSE: Interest expense increased $2.2 million, or 22.2%, to
$12.1 million for the six months ended June 30, 2000 from $9.9 million for the
same period of 1999. The increase in interest expense was attributable to the
increase in borrowings associated with the acquisition of Trim, higher interest
rates on variable rate debt, and increased borrowings under our revolving credit
facility.
NET LOSS: Net loss increased $20.3 million to $22.3 million for the six
months ended June 30, 2000 from a net loss of $2.0 million for the same period
of 1999. The increase in net loss was due to increased cost of sales and
increased selling, general and administration expenses.
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities during the six months ended June 30,
2000 was $9.0 million compared to cash flows provided by operating activities of
$1.9 million for the same period in 1999. The decrease in cash flow from
operating activities was due to lower operating income, partly offset by
increased depreciation expense and net improvements in working capital.
Net cash provided by investing activities was $0.3 million for the six
months ended June 30, 2000 and included $0.8 million related to the final
settlement of an acquisition purchase price offset by
8
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PART I--FINANCIAL INFORMATION (CONTINUED)
$0.5 million related to the purchase of property, plant and equipment. Net cash
used in investing activities for the six months ended June 30, 1999 was
$2.8 million for purchase of property, plant and equipment.
Net cash flow provided by financing activities was $5.6 million for the six
months ended June 30, 2000 as compared to $0.1 million for same period of 1999.
The increase in net cash flow provided by financing activities was attributable
to a $9.0 million borrowing under our revolving credit facility, partly offset
by $3.3 million of payments on debt and $0.1 million related to the purchase of
stock from a former employee.
At June 30, 2000, we failed to meet some of the financial covenants of our
senior credit agreement. Under the terms of this agreement, noncompliance with
the covenants constitutes an event of default which permits our lenders to
accelerate the repayment of our outstanding obligations under our senior credit
agreement. In accordance with Statement of Financial Accounting Standards
No. 78, Classification of Obligations that are Callable by the Creditor, we have
classified the entire outstanding balance under the senior credit agreement as a
current liability as of June 30, 2000. We have been negotiating with our lenders
to satisfactorily resolve the noncompliance.
While we believe that our lenders' and our best interests would be served
through an amendment to the credit agreement that allows us to work through
current negative market dynamics, there can be no assurance that our lenders
will ultimately agree or that such an amendment will ultimately be consummated.
In the meantime, we have been aggressively exploring various strategic options,
and have been taking steps to conserve and manage our cash flow. If we cannot
address the concerns of our lenders, our ability to continue operations may be
jeopardized.
We borrowed an additional $4.0 million under our revolving credit facility
on April 17, 2000. As of July 31, 2000, $9.0 million was outstanding under our
revolving credit facility.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
This Quarterly Report on Form 10-Q Report contains forward looking
statements which involve risks and uncertainties. Our future financial results
could differ materially from our anticipated results due to dependence on
conditions in the airline industry, the level of new commercial aircraft orders,
competitive pricing pressures, technology and product development risks and
uncertainties, product performance, increasing consolidation of customers and
suppliers in the aerospace industry, availability of raw materials and
components from suppliers, and other factors beyond our control. Because of
these uncertainties you should not place undue reliance on these statements.
ITEM 3 QUANTATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK:
Our results of operations are affected by numerous external factors such as
general economic conditions, domestic and foreign competition, raw material
availability and production delays by aerospace manufacturers. We are also
exposed to changes in interest rates primarily from our long-term debt issued at
a fixed rate. Under our current policies we do not use interest rate derivative
instruments to manage exposure to interest rate changes. A hypothetical 100
basis point decrease in interest rates along the entire interest rate yield
curve would adversely affect the net fair value of all interest sensitive
financial instruments by $0.5 million for the six month period ended June 30,
2000. Based on the current holdings of debt, we do not believe our exposure to
interest rate risk is material.
9
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 10, 2000 we settled our suit against Alinabal Holdings Corporation
and the principal stockholders of Alinabal Holdings Corporation, Samuel S.
Bergami, Jr., Stephen G. Cerri and Kevin M. Conlisk. The lawsuit has been
dismissed with prejudice.
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit 27. Financial data Schedule
(b) REPORTS ON FORM 8-K
We have not filed any Reports on Form 8-K during this reporting period
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
<TABLE>
<S> <C> <C>
COMPASS AEROSPACE CORPORATION
(Registrant)
By: /s/ N. PAUL BROST
-----------------------------------------
N. Paul Brost
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
AND TREASURER
Date: August 14, 2000
</TABLE>
11
