<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
---------------------------------------------------
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended: Commission file number:
DECEMBER 31, 1999 333-84903
---------------------------------------------------
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3983670
(State of Incorporation) (I.R.S. Employer Identification No.)
4508 IDS CENTER
MINNEAPOLIS, MINNESOTA 55402
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (612) 332-2335
---------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Class A Common Stock, par value $.01 per share
---------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The number of shares outstanding of the Registrant's common stock at
March 30, 2000 was 10,335 shares of Class A common stock, 20,660 shares of Class
B common stock, 5,165 shares of Class C common stock, 6,590 shares of Class D-1
common stock, 6,817 shares of D-2 common stock and 3,352 shares of Class E
common stock.
----------------------------------------------------------------
<PAGE> 2
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I
<S> <C>
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
</TABLE>
<PAGE> 3
PART I
ITEM 1. BUSINESS
(A) GENERAL DEVELOPMENT OF BUSINESS
Background of Company
J.L. French Automotive Castings, Inc. and subsidiaries (collectively
referred to as "French" or the "Company") is one of the world's largest
independent designers and manufacturers of aluminum die cast components and
assemblies for automotive original equipment manufacturers ("OEMs"). French's
principal products are highly-engineered, value-added assemblies, consisting of
machined aluminum die cast components and various fastened parts. French's
primary product offerings include engine and drivetrain components and
assemblies such as:
- - oil pans - ladderframes
- - engine front covers - timing chain housings
- - transmission cases - water pump housings
- - cam covers - front end accessory drive brackets
French's world-class design and manufacturing operations in the United
States, the United Kingdom ("U.K."), Spain and Mexico and French's sales and
service offices throughout the world position it as a premier full-service
global supplier.
French primarily sells to OEMs with Ford and GM accounting for
approximately 54% and 28% of 1999 sales, respectively. French is a supplier on
more than 20 Ford models, including many of its highest volume vehicles, such as
the F-Series and Ranger trucks, Explorer and Taurus/Sable, its top four selling
vehicles, and the Expedition, Windstar and Contour/Mystique. French is also a
supplier on many of GM's highest volume vehicles, such as the Silverado and S-10
trucks, Blazer, Cavalier/Sunfire and Malibu/Intrigue. In addition, French sells
to Tier 1 automotive suppliers such as Robert Bosch, Delphi Automotive Systems
and LucasVarity. French supplies substantially all of the products it sells to
its automotive customers on a sole-source basis.
French believes that it is among the lowest cost, most efficient
producers of automotive aluminum die cast components and assemblies in the
world. French's low cost structure and high level of efficiency is driven by its
investment in highly customized equipment, its continuous focus on process
improvements and its vertically-integrated manufacturing operations. The
majority of the products French manufactures require annual volumes in excess of
100,000 units over production lives as long as seven years. As a result, French
is able to continuously modify its equipment and production processes in order
to increase efficiency, while maintaining high quality standards. French
believes that its productivity levels for high volume castings are among the
highest in its industry. In addition, French is vertically-integrated,
possessing the only captive aluminum smelting capabilities among independent
aluminum die casters in North America, which reduces its material costs,
increases its supply base and provides French greater control over quality.
French also possesses a broad range of capabilities that include design and
engineering, tool and die making, precision machining, engineered assembly and
testing operations. French believes that it has the most extensive machining
capabilities among independent automotive aluminum die casters allowing it to
supply highly-engineered, value-added assemblies.
The Company's revenues have grown from approximately $113 million for
the year ended December 31, 1995 to nearly $352 million for the year ended
December 31, 1999. The increase in revenues is the combination of internal
growth and strategic acquisitions. In January 1998, the Company acquired Morris
Ashby Ltd. ("JLF UK") which has operations in the U.K. In April 1998, French
acquired Fundiciones Viuda de Ansola, S.A. ("Ansola"), a supplier of die cast
automotive aluminum components in Spain. In August 1999, the Company acquired
Inyecta Alum, S.A. de C.V. ("JLF Mexico"), a Mexican supplier of aluminum die
castings. In October 1999, French acquired Nelson Metal Products Corporation
("Nelson") which produces aluminum die cast automotive components in two
manufacturing facilities in the United States.
-3-
<PAGE> 4
INDUSTRY TRENDS
French's performance and growth is directly related to certain trends
within the automotive market, including increases in aluminum content per
vehicle, the growth of outsourcing, consolidation of the component supply
industry and increases in global sourcing.
Increasing Aluminum Content per Vehicle. Since 1990, the average
aluminum content per vehicle in North America has increased an average of 15%
annually. This increase has created significant opportunities for the automotive
aluminum die casting industry. The factors driving the growth in demand for cast
aluminum parts in the automotive sector include: (1) the light weight of
aluminum; (2) favorable strength-to-weight ratio of an aluminum cast versus
ferrous cast or stamped metal parts; and (3) aluminum's styling characteristics
versus other materials, as seen in products such as the aluminum wheels
introduced over the last several years. However, the primary driving force
behind the growth in aluminum applications in the automotive sector is vehicle
weight reduction. OEMs are replacing ferrous metals, such as iron and steel,
with aluminum as a means of reducing vehicle weight and increasing fuel
efficiency in order to satisfy government mandated fuel economy standards.
Outsourcing. In order to improve the efficiency of their core
operations of vehicle assembly, marketing and distribution, OEMs are increasing
the percentage of outsourced components in their manufacturing processes. This
outsourcing trend is evident in the die casting area where the in-house die
casting operations of the OEMs are often inefficient and utilize outdated
technology. OEMs increasingly look to their suppliers to assume the production
of parts that were previously manufactured internally and to perform the
additional machining and assembly functions necessary to make these parts
production-line-ready.
Supplier Consolidation. During the 1990s, OEMs have continued to reduce
their supplier base in certain product segments, awarding sole-source contracts
to full-service suppliers. As a result, OEMs currently work with a smaller
number of full-service suppliers each of which supplies a greater proportion of
the total vehicle. Suppliers with sufficient size, geographic scope and
financial resources are best positioned to be these full service suppliers. For
full-service suppliers such as French, this environment provides an opportunity
to grow by obtaining business previously provided by non full-service suppliers
and by acquiring suppliers that further enhance product, manufacturing and
service capabilities. OEMs rigorously evaluate suppliers on the basis of product
quality, cost control, reliability of delivery, product design capability,
financial strength, new technology implementation, quality and condition of
facilities and overall management. Suppliers that obtain superior ratings are
considered for sourcing new business; while those that do not generally continue
their existing contracts, but normally do not receive additional business.
Although these factors have already resulted in consolidation of component
suppliers in certain segments, French believes that the aluminum die casting
industry is in the early stages of consolidation, providing opportunities for
further consolidation. This is particularly true of the aluminum die casting
industry in Europe, where there are many suppliers in this segment with
relatively small market shares.
Global Sourcing. Regions such as Asia, Latin America and Eastern Europe
are expected to experience significant growth in vehicle demand over the next
ten years. OEMs are positioning themselves to reach these emerging markets in a
cost-effective manner by seeking to design and produce "world cars" which can be
designed in one vehicle center but produced and sold in many different
geographic markets, thereby allowing OEMs to reduce design costs and take full
advantage of low-cost manufacturing locations. OEMs increasingly are requiring
their suppliers to have the capability to design and manufacture their products
in multiple geographic markets.
LARGE ALUMINUM CASTING CAPABILITY
In response to customer demand, French has expanded its capabilities to
include the production of large die cast components. In December 1996, French
was awarded a contract from Ford to manufacture transmission cases for its
F-Series trucks, the highest volume vehicle sold in North America. The
transmission cases weigh over 45 pounds and are the largest components French
manufactures. In order to produce these large castings, French invested
approximately $40 million to expand its Gateway facility in
-4-
<PAGE> 5
Sheboygan, Wisconsin by adding 120,000 square feet of production space and
purchasing six new 3,500 ton die casting machines.
French produced its first transmission case for the F-Series truck in
November 1997 and reached full production for this component in the second half
of 1998, meeting an accelerated launch schedule established by Ford. In 1998,
French produced approximately 308,000 transmission cases and in 1999 French
produced approximately 517,000 units. As a result of French's success with the
F-Series truck transmission case and available capacity at its Gateway facility,
Ford awarded French a contract to supply a portion of the transmission cases for
the Ford Ranger truck and Explorer. French produced approximately 250,000 of
these transmission cases in 1999.
French's demonstrated ability to manufacture large castings solidified
its position as a key supplier to Ford and positioned French for significant new
business with Ford and other OEMs in transmission cases and other large castings
such as engine blocks. French believes only three other independent
manufacturers have the capability to produce these large castings. To
accommodate the production of the Ford Ranger and Explorer transmission cases
and other anticipated new business from Ford and GM, French acquired three
additional 3,500 ton die casting machines in early 1999.
COMPETITIVE STRENGTHS
French possesses a number of competitive strengths that have enabled it to meet
the demands of OEMs for fewer, global suppliers and to benefit from aluminum's
continued replacement of other metals in vehicles.
- Low Cost, Vertically-Integrated Manufacturer: French believes that its
vertically-integrated operations and highly efficient manufacturing
processes make it the lowest cost manufacturer of high volume, long
production run automotive aluminum die cast components and assemblies
in North America. The Company has captive aluminum smelting
capabilities at its plants in Sheboygan, WI and Mexico and is presently
installing smelting operations at its plant in Glasgow, KY. The
smelting capabilities reduce overall material costs. In addition,
French has in-house tool and die making capabilities which support its
manufacturing operations. French works closely with its equipment
vendors to design robust, highly customized equipment, which is
specifically adapted to French's manufacturing processes. Given
French's focus on high volume, long production run products, French is
able to continuously enhance the efficiency of its equipment and
improve its manufacturing processes, which has resulted in industry
leading productivity, as measured by factors such as faster cycle times
and reduced scrap rates and equipment down time.
- Value-Added Manufacturing Services: French believes that it has the
most extensive machining and assembly capabilities among independent
automotive aluminum die casters. These services increase the
value-added content of its products and allows French to deliver
production-line-ready components and assemblies, which are increasingly
required by OEMs. Since many of French's competitors have limited
machining and assembly capabilities, its capabilities provide French
with a competitive advantage with respect to service and quality and
enhance its profitability.
- Broad Range of Global Manufacturing Capabilities: The breadth of
French's global manufacturing capabilities enables it to compete for
virtually any automotive aluminum die casting business in the world.
French produces components and assemblies ranging in weight from 0.5 to
nearly 50 pounds with aluminum die casting machines that range in size,
as measured in lock-up force, from 120 to 3,500 tons. With the
acquisitions of JLF UK and Ansola, French now has the capability to
design, engineer and manufacture in Europe as well as North America.
French's global manufacturing capabilities represent a competitive
advantage, as only a few suppliers can meet the full aluminum die
casting requirements of OEMs and only one other independent supplier
can meet these requirements globally.
- Advanced Product Design and Engineering Capabilities: French's
extensive design and engineering capabilities have resulted in strong,
collaborative customer relationships that typically begin when French
provides input on the engineering of new or redesigned products. In
1997, Ford awarded French its Full-Service Supplier Status, which
acknowledged French's contribution
-5-
<PAGE> 6
to Ford's design and engineering process and solidified French's
continued involvement in design-stage engineering projects. French's
Full-Service Supplier Status contributed to its selection by Ford to
participate in the design process for the new I4/I5 world engine
platform for Ford and Mazda. Over the last five years, French has not
lost a production order relating to any product for which it was the
design source.
- Well Positioned on High Volume Product Platforms: French is a supplier
on many of the highest volume product platforms, including the top two
and 12 of the top 20 selling vehicles in the U.S. in 1999. In addition,
approximately half of French's 1999 North American sales were derived
from products manufactured for light vehicles. In recent years, light
vehicles have experienced greater sales growth than passenger cars.
High volume light vehicle platforms and models on which French has
content include the Ford F-Series and Ranger trucks, Explorer,
Expedition and Windstar and the GM Silverado and S-10 trucks and
Blazer. French also supplies products for high volume passenger cars
including Ford's Taurus/Sable and Escort and GM's Cavalier/Sunfire and
Malibu/Intrigue.
- Industry Leading Product Quality: French's customers recognize its high
product quality and low levels of defective parts. Quality control
begins during the smelting process with metallurgic analysis and
continues through the manufacturing, machining and assembly processes
through visual and automated quality inspections. French's facilities
in the United States are ISO 9000 and QS-9000 certified. French is a
Ford Q1 supplier and a GM S.P.E.A.R. 1 supplier.
- Proven Management Team: French's management has a proven track record
of achieving profitable growth and significant industry experience.
French's sales increased from $113 million in 1995 to $352 million in
1999, representing a 33% compound annual growth rate. Over the same
period, French has consistently maintained EBITDA margins above 26%.
The 18 most senior members of French's management average over 20 years
of experience in the automotive industry and French's chief executive
officer, Charles M. Waldon, has over 30 years of experience in the
automotive aluminum die casting industry.
BUSINESS STRATEGY
French's strategic objective is to become the leading global supplier
of aluminum die castings to OEMs. With the acquisitions of JLF UK, Ansola and
JLF Mexico, French has the capability to globally manufacture a complete range
of automotive aluminum die cast engine and drivetrain components and assemblies.
Key elements of French's strategy include the following:
- Continue to Increase Large Aluminum Casting Business: French invested
approximately $40 million in its Gateway facility over the past two
years in order to meet Ford's need for a high quality, reliable
supplier of transmission cases for its F-Series trucks. As a result of
French's success in meeting Ford's accelerated launch schedule for
these transmission cases, French was awarded transmission case business
for the Ford Ranger and Explorer. French believes that it is well
positioned to meet the demands of Ford, GM and other OEMs for larger
aluminum castings, including additional transmission cases and engine
blocks.
- Maximize Profitability of Acquired Operations: French believes that
significant operating improvements remain to be realized at JLF UK,
Ansola and Nelson and it has implemented several initiatives to
maximize the profitability of these operations. Other major initiatives
currently underway at JLF UK, Ansola and Nelson include:
- Improving cycle times to levels currently experienced at
French, which would represent an estimated 30% improvement
from current levels;
- Increasing machining and assembly operations to levels
currently performed at French, which will increase the
value-added content of products; and
- Manufacturing products for new European business which
historically would have been produced in North America, at JLF
UK and Ansola, which is expected to increase capacity
utilization at these operations.
-6-
<PAGE> 7
- Pursue Continuous Operating Improvements: French continuously seeks to
enhance its manufacturing equipment and processes to maximize
throughput, product quality and timeliness of delivery and to minimize
scrap and equipment down time. Utilizing the expertise of French's
manufacturing and engineering personnel, French regularly upgrades its
production equipment and processes through substantial investments in
both new equipment and modifications of existing equipment. The
machinery used throughout French's manufacturing processes is robust
and highly customized and, in conjunction with its maintenance program,
allows French to operate with faster cycle times and to reduce scrap
rates and equipment down time. This operating philosophy has allowed
French to achieve productivity levels across all product lines that it
believes are significantly higher than those of its competitors.
- Establish Relationships with New Customers: French seeks to diversify
its customer base and increase volume by selectively pursuing
relationships with new customers. Historically, French has focused on
strengthening its relationships with Ford and GM. As French continues
to expand globally and increase the range of castings it produces,
French actively pursues relationships with other global OEMs. For
example, in 1999 French obtained its first firm order from Audi and was
awarded significant new programs, which begin production in 2001, by
Opel.
- Design and Engineer High Value-Added Assemblies: French's technical
design and engineering capabilities and its efficient manufacturing
operations enable French to secure sole-source relationships for large,
highly-engineered products, primarily assemblies that require machining
and attachment of various parts. These products typically represent
higher dollar content per vehicle and generate higher margins than
non-machined or assembled components.
- Continue to Develop Global Supply Capabilities: To meet OEMs'
increasing preference for full-service suppliers with global
capabilities, French expanded its manufacturing operations into new
geographic markets through its strategic acquisitions of JLF UK, Ansola
and JLF Mexico. Continued global expansion is fundamental to French's
strategy of becoming the leading supplier of aluminum die cast
assemblies for OEMs world-wide. French anticipates that its future
international expansion will occur in Latin America, the Asia-Pacific
region and Europe.
- Pursue Strategic Acquisitions: French competes in a growing, highly
fragmented, worldwide market that provides numerous potential
acquisition opportunities. Together with Hidden Creek Industries,
French has substantial experience in completing and integrating
acquisitions within the automotive supply industry and believes that
this experience helps it select and pursue acquisition opportunities
that meet its criteria of: (1) broadening geographic coverage and
strengthening French's ability to supply products on a global basis;
(2) adding new customers; (3) increasing both the number of models for
which French supplies products and the content level on existing
models; and (4) providing additional and complementary product,
manufacturing and technical capabilities.
-7-
<PAGE> 8
PRODUCTS
The following table sets forth the percentage of sales derived from the
sale of certain products for the years ended December 31:
PERCENTAGE OF SALES BY PRODUCT CATEGORY
<TABLE>
<CAPTION>
Product Category 1999 1998
------------------------------------------------------------------ -------- ----------
Medium to Large Automotive Aluminum Die Castings
<S> <C> <C>
Oil Pans........................................................ 32% 39%
Engine Front Covers............................................. 18% 19%
Transmission Cases.............................................. 14% 9%
Other Medium to Large Aluminum Die Castings..................... 10% 6%
Small Automotive Aluminum Die Castings............................ 21% 20%
Other Products.................................................... 5% 7%
-----------------------
Total......................................................... 100% 100%
</TABLE>
Set forth below is a brief description of French's principal products
and their applications:
Oil Pans. An aluminum oil pan is attached to the engine block for the
primary purpose of serving as a reservoir for oil used in the lubrication of
engine galleries and bearings. The oil pan is an example of a product that was
at one time inexpensively stamped from steel but has been converted to a higher
cost aluminum casting due to the multiple benefits provided by aluminum.
Aluminum oil pans offer several significant benefits which offset their higher
cost, including: (1) better sealing characteristics; (2) greater structural
integrity; (3) better harmonics resulting in reduced vibration and a quieter
engine; and (4) better heat dissipation characteristics. Oil pans range in
weight from five to 12 pounds.
Engine Front Covers. The engine front cover bolts over the crankshaft
snout, holding the oil seal at the front of the crankshaft in place. A timing
chain housing is similar to an engine front cover, except that it is used in
engines that have a gear or chain type crankshaft drive. Engine front covers and
timing chain housings range in weight from four to eight pounds.
Transmission Cases. The transmission case houses the clutches, bands,
gearsets and inner ends of the transmission shafts. French began producing
transmission cases in November 1997 and reached its current level of production
in the second half of 1998. Such transmission cases weigh over 45 pounds.
Other Medium to Large Automotive Aluminum Die Castings. The following
are examples of high pressure aluminum die cast products: (1) Ladderframes.
The ladderframe is an intermediate structure between the engine block and a
stamped-steel oil pan. It provides similar structural integrity and
harmonics characteristics as an aluminum oil pan. Its design incorporates a
windage baffle which protects the lubrication of the crankshaft, replacing a
stamped steel component. French began production of ladderframes in 1998.
Ladderframes weigh approximately 11 pounds. (2) Cam Covers. The cam cover is the
overhead housing for the camshaft. Cam covers range in weight from seven to
eight pounds. (3) Water Pump Housings. The water pump housing forms the main
body of the water pump, a mechanism that forces water through the engine block,
cylinder head, intake manifold, hoses and radiator. Water pump housings weigh
approximately three pounds.
Small Automotive Aluminum Die Castings. As a result of the acquisitions
of JLF UK, Ansola and JLF Mexico, French generated approximately 21% of its 1999
sales from production of over 150 small automotive aluminum die cast components
(generally weighing less than three pounds).
Other Products. Also as a result of the acquisitions of JLF UK, Ansola
and JLF Mexico, French generated approximately 5% of its 1999 sales from
non-automotive aluminum die cast components, primarily small home appliances and
white goods parts. French intends to phase-out all non-automotive product
offerings over the next two to three years.
-8-
<PAGE> 9
CUSTOMERS AND MARKETING
The North American automotive market is dominated by GM, Ford and
DaimlerChrysler, with Japanese and other foreign manufacturers accounting for
approximately 20% of the market. French's principal customers include OEMs, Tier
1 automotive suppliers and, to a lesser extent, European white good
manufacturers. Approximately 82% of French's 1999 sales were derived from OEMs,
largely Ford and GM, which French supplies on a global basis. French's second
largest category of customers is Tier 1 automotive suppliers, such as ACD
Trident, Boge, Robert Bosch, Breed Technologies, Continental, Delphi Automotive
Systems, Happich, Lucas Varity, Knorr Brense, Nastech and Phoenix. Sales to
these customers are made principally through French's European operations and
represented approximately 12% of 1999 sales.
The following is a summary of French's significant customers for each
of the last three years:
<TABLE>
<CAPTION>
Customer 1999 1998 1997
-------------------------------------- -------- ------- --------
<S> <C> <C> <C>
Ford.................................. 54% 58% 60%
GM.................................... 28% 20% 39%
Tier 1 Suppliers...................... 12% 16% --
Other................................. 6% 6% 1%
Total............................... -------- ------- --------
100% 100% 100%
======== ======= ========
</TABLE>
Largely as a result of the acquisitions of JLF UK and Ansola, French
derives a significant amount of its sales from outside of North America. Set
forth below is a summary of sales to customers located in the following
geographic regions for the years ended December 31:
<TABLE>
<CAPTION>
Region 1999 1998
-------------------------------------- -------- -------
<S> <C> <C>
North America.................................. 70% 62%
Europe............................................ 30% 37%
Other............................................. -- 1%
Total............................................. -------- -------
100% 100%
======== =======
</TABLE>
French's customers award contracts for a particular car or truck
platform, which may include more than one model. Such contracts range from one
year to the life of the platform, which is generally three to seven years, and
do not require the purchase by the customer of any minimum number of units.
-9-
<PAGE> 10
The following table presents an overview of the major models for which
French has orders to supply products on current vehicles:
<TABLE>
<CAPTION>
Customer Component or Assembly Vehicle
- ------------------------------ ----------------------------- -----------------------------------
<S> <C> <C>
OEMS:
Ford CT120 Oil Pan, FEAD Bracket Escort/Tracer
2.5L Modular Oil Pan, FEAD Contour/Mystique, Ranger, Mazda
Bracket, Bedplate
3.8/4.2L Oil Pan, Front Cover, Mustang, F-Series, Windstar
Water Pump Housing, FEAD Bracket
4.6L 4V Cam Cover Mustang, Continental
3.0L Front Cover Taurus/Sable, Ranger
3.0L Oil Pan, FEAD Bracket,
Bedplate Taurus/Sable
4.6/5.4/6.8L Front Cover Mustang, Town Car, Grand Marquis/
Crown Victoria, F-Series
2.0L Zetec FEAD Bracket Focus, Contour, Mystique
4.0L FEAD Bracket Explorer, Mountaineer
Transmission Case 4R100 F-Series
Transmission Case 4R70W Ranger/Explorer, Mustang, Crown Victoria,
Grand Marquis, Mark VIII Town Car
Zetec Oil Pan Mondeo, Contour/Mystique, Fiesta/Ka
Sigma Oil Pan Fiesta/Ka
1.3L HCS Oil Pan Escort, Fiesta/Ka
Zetec Ladderframe Mondeo, Contour/Mystique, Fiesta/Ka
2.0/2.4/3.0L Cam Carrier Light truck diesel engine
Brackets Various
Bearing Caps Various
Ford (Hungary, Brazil) Housing for 1.1-2.9 KW starter Various
motors
Ford (Portugal) Housing for airbag electronic Various
control units
Ford (Spain) Bottom covers and heatsinks for Various
electronic systems
Ford (Jaguar) Cam covers Various
Fascia panels (ashtrays) Various
GM 3.1L Oil Pan Century, Regal, Skylark, Lumina,
Cutlass, Achieva, Grand Prix, Grand
Am, Malibu, Monte Carlo, Intrigue
2.4L Timing Chain Housing Cavalier, Achieva, Skylark, Grand Am,
Sunfire
4.3L Oil Pan Van, Sports Van, Blazer, Astro,
GMT800, S-10, GMC Jimmy, Vandura,
Safari, Bravada
3.8L Oil Pan Camaro, Firebird, Riviera, Park
Avenue, Century, Regal
5.3L Oil Pan, FEAD Bracket, GMT 800, Yukon, Silverado, Sierra
Axle Tube Suburban, Tahoe, Denali
SUPPLIERS:
ACD Trident Motor subassembly components Various
Boge Vibration control cast mounts for Various
engines
Breed Technologies Self-return safety belt spoolers Various
Delphi Automotive Systems Steering system housings and Various GM
engine covers
Happich Roof rack center brackets Various Opel and Mercedes
Knorr Brense Braking systems Various heavy trucks
LucasVarity Housings Various
Nastech Steering column components Various Volkswagen
Phoenix Drive-shaft control mounts Various
Phoenix, Continental Vibration-control cast mounts for Opel Astra
engines and gear boxes
Robert Bosch Electronic circuit housings (ABS, Various
Airbag, etc.)
</TABLE>
-10-
<PAGE> 11
French typically pursues new business opportunities that have the three
key characteristics summarized below:
- High Volume Production, Long Production Runs. Production runs for
French's targeted parts typically last seven years with desired
production ranging from 16 to 24 hours a day, five to six days a week.
- Highly-Engineered Components with Extensive Machining and Assembly
Requirements. Components requiring extensive machining operations and
engineered assembly provide the opportunity for enhanced profitability
because of the strength and efficiency of French's machining and
assembly operations. French's ability to deliver production-line-ready
components enhances its role in the production process while increasing
French's importance to OEMs.
- Sole Source Supply Relationships. French typically does not pursue
contracts which involve more than one supplier or internal OEM
competition.
DESIGN AND ENGINEERING SUPPORT
French works with its customers' engineering and development teams at
the beginning of the design process for new components and assemblies or the
redesign process for existing components and assemblies in order to maximize
production efficiency and quality. These processes may take place from one to
five years prior to the commencement of production. On average, development of a
new component takes 12 to 24 months during the design phase, while the
re-engineering of an existing part may take from one to six months, depending on
the extent of the redesign. Early design involvement can result in a product
that meets or exceeds the customer's design and performance requirements and is
more efficient to manufacture. In addition, French's involvement enhances its
position for bidding on such business.
Consistent with French's value-added engineering focus, French has
developed strong relationships with the engineering departments of its
customers. These relationships not only help identify new business
opportunities, but also enable French to compete based on the quality of its
products and services, rather than exclusively on price. French is currently
involved in the design stage of several products for its customers and will
begin production of these products in the years 2001 to 2003.
MANUFACTURING
The entire production process from aluminum scrap or ingot to
production-line-ready aluminum die cast product typically takes under four
hours, depending upon the amount of machining and assembly associated with the
particular component. Although French's production facilities currently utilize
slightly different processes, French is establishing uniform processes to
elevate the efficiency of JLF UK, Ansola, JLF Mexico and Nelson to that of J.L.
French.
Operations Management. French is in the process of implementing
operations management systems at JLF UK and Ansola which will closely resemble
the systems utilized by French's North American operations. French uses a system
which enables management to track its production and costs every two hours.
Inefficiencies in production are detected and remedied quickly. Similarly,
factory workers are highly incentivized to operate efficiently. Workers are
evaluated based on their production rate for completed salable components and
are monitored for inefficient production or the production of defective
components.
JLF UK and Ansola use cellular manufacturing techniques. This
product-specific method enables the operator to obtain timely information about
components being produced in the machine cell, leading to rapid responses to
problems. Production at JLF UK is controlled through the use of proprietary
software programs, which monitor each production operation. This PC-based system
monitors up to 25 critical parameters during each cycle, compares the results to
preset parameters and instructs the robotic extractor to segregate any castings
that are produced outside the process parameters for further analysis.
Information
-11-
<PAGE> 12
on parameters is accumulated for future use to correct problems, improve
efficiency and implement process designs.
Aluminum Smelting. French's manufacturing process begins with the
smelting of aluminum. Smelting is the process of refining metal and altering its
chemical composition by adding or removing elements. By having this expertise
in-house, French is able to purchase lower grade, less expensive, scrap aluminum
and refine it to a level suitable for high quality aluminum die castings. The
Company has aluminum smelting capabilities at its plants in Sheboygan, WI and
Mexico, and is installing a smelting facility at its plant in Glasgow, KY. The
potential financial benefit of adding secondary smelting capabilities at other
plants is currently being reviewed. These operations currently melt purchased
380 grade aluminum for use in manufacturing.
Casting Process. Once the aluminum has been melted and properly
formulated, die cast products are made primarily by using the high pressure die
casting process, which is most commonly used for high volume, thin-wall
applications. In this process, molten aluminum alloy is "shot" into a mold.
Pressure of up to 20,000 pounds per square inch is applied to the aluminum
within the die to maximize consistency and to eliminate air pockets. The
aluminum is then quickly cooled and solidified. The casting is then removed from
the die and the process is repeated. This process from molten aluminum to
solidified casting represents one cycle.
Once the castings have cooled, excess aluminum is trimmed from the
component's edges and recycled for remelting and use in another casting. The
"cast and trimmed" component is then visually inspected. If the component passes
this test, it is ready for shot blasting, a process whereby the exterior
surfaces of the component are blasted with steel shot to remove any sharp edges.
Cast and trimmed components are gauged and leak tested prior to shipment. French
sells some cast and trimmed components, but generally seeks to perform
additional machining and assembly to yield a higher profit margin.
The large casting operations at French and a significant portion of the
operations at JLF UK and Ansola use robotics. The benefits of robotics include:
(1) the ability to operate in a high temperature or otherwise inclement
environment; (2) the ability to handle larger castings without fatigue; (3)
consistency of performance; and (4) labor savings. Management selectively
determines which operations should incorporate robotics based on a cost-benefit
analysis.
Machining. French utilizes a mix of specially designed dedicated
machining centers and computer numerically controlled ("CNC") machines in its
machining operations. Because of its concentration on high volume programs,
French uses mostly dedicated machining centers in the United States while JLF UK
and Ansola use CNC machines, some of which are dedicated to a specific product.
Machining capabilities are being installed in Mexico. Machining capabilities
differ by facility, but generally French's machining capabilities include: face
milling; bore and ream; drill and ream; drill and tap; drill, ream and burnish;
hollow milling; contour milling; slit sawing; rotary grinding and routing.
Testing. Most of French's machined parts are subjected to a pressurized
leak test and measured on a virtual condition gauge to determine functionality
on key features. On a sample basis, some parts undergo destructive testing to
determine mechanical strength at critical points.
Assembly. During the assembly process, purchased parts such as drain
plugs, screws, helicoils and gaskets are assembled onto the cast part. Once
assembled, all parts are again visually inspected. Part numbers and bar codes
are then applied before the part is shipped to the customer. Management believes
that French's extensive and efficient machining and assembly capabilities are a
core competency which provides French with an advantage over its competitors,
many of which do not offer machining and assembly services. French's European
operations are increasingly performing assembly operations on manufactured
components.
Product Delivery. As a Tier 1 supplier, French is responsible for
manufacturing its products on a just-in-time basis. Shipments are generally made
by common carrier, as arranged by the customer. To facilitate this delivery
system, French utilizes direct computer links to its customers. This on-line,
real time capability enables French to meet just-in-time manufacturing
requirements and to minimize inventories, carrying costs and fixed costs for
OEMs and French.
Quality. French believes that it is one of the highest quality
manufacturers in the automotive aluminum die casting industry and that the
number of defective parts per million pieces shipped to French's
-12-
<PAGE> 13
customers is among the lowest in the industry. The strength of French's overall
design, production and delivery capabilities is reflected in the supplier
quality ratings received from its major customers. French holds Ford's Q1 award
and GM's S.P.E.A.R. 1. Since receiving these initial awards, French successfully
maintained its quality ratings, which are subject to annual review, by meeting
its customers' specific standards and performance parameters, including maximum
allowable defective parts per million. Retention of Q1 and S.P.E.A.R. 1 status
is instrumental in obtaining new business and maintaining existing programs with
French's customers. In addition to customer quality recognition, each of
French's operations are ISO and QS certified, which is required to be a Tier 1
supplier.
COMPETITION
The aluminum die casting industry is highly competitive and fragmented.
French principally competes for new business at the beginning of the development
of new models and upon the redesign of existing models. New model development
generally begins two to five years before marketing of such models to the
public. Once a producer has been designated to supply parts for a new program,
an OEM usually will continue to purchase those parts from the designated
producer for the life of the program. Competitive factors in the market for
French's products include product quality and reliability, cost, timely
delivery, technical expertise and development capability, new product innovation
and customer service. French's major competitors are Ryobi Die Casting (USA),
Inc., Global Metal Technologies, Inc., Amcan, Toralcast, Bocar/Auma and Intermet
Corporation, as well as the internal aluminum casting operations of GM and
DaimlerChrysler.
RAW MATERIALS AND SUPPLIERS
French's principal raw material is aluminum. French deals with a number
of aluminum suppliers and brokers and limits its dealings to parties who have
consistently delivered aluminum which meets specified levels of quality and
grade. As commodities, aluminum scrap and ingot can be purchased from any of a
number of sources with relatively small differences in price between suppliers.
Due to its large production volume, French has the necessary scale to
economically operate a captive secondary aluminum processing operation at each
of its two Wisconsin plants. French purchases less costly scrap aluminum and
off-grade aluminum ingot and refines the metal to the required specifications.
Unlike French's competitors who lack the ability to upgrade aluminum alloy,
French's secondary aluminum smelting capability enables it to lower raw material
costs and to control the quality of its processed aluminum. French has the
capacity to process and upgrade up to 150 million pounds of aluminum per year,
which currently exceeds its production requirements.
French's contracts with customers typically provide for price
adjustments related to changes in the cost of aluminum alloy, as quoted on the
London Metals Exchange. As a result, French has limited exposure to aluminum
market price fluctuations.
In the process of manufacturing production-line-ready parts, French
must purchase certain sub-components from manufacturers specified by its OEM
customers, including helicoils, drain plugs and gaskets. French seeks
competitive bids on the parts it purchases if two potential Tier 2 manufacturers
of the part are each approved as a supplier to the OEM.
French employs just-in-time manufacturing and sourcing systems to meet
customer requirements for faster deliveries and to minimize its need to carry
significant inventory levels. French has not experienced any significant
shortages of raw materials and normally does not carry inventories of raw
materials or finished products in excess of those reasonably required to meet
production and shipping schedules.
-13-
<PAGE> 14
EMPLOYEES
As of December 31, 1999, the Company had approximately 3,450 employees.
Overall, approximately 8% of French's employees are salaried and the balance
are hourly. The Company's Michigan facility is party to a collective bargaining
agreement with the International Union, United Automobile, Aerospace and
Agricultural Workers of America, UAW and its local #19, which expires in
August 2001. In addition, several of the Company's European operations either
recognize a union or have employees that are members of unions as individuals.
(B) DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical fact, included in
this Form 10-K or incorporated by reference herein, including without limitation
the statements under "Business" are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
When used in this Form 10-K, the words "anticipate," "believe," "estimate,"
"expect," "intends" and similar expressions, as they relate to the Company, are
intended to identify forward-looking statements. Such forward-looking statements
are based on the beliefs of the Company's management as well as on assumptions
made by and information currently available to the Company at the time such
statements were made. Various economic and competitive factors could cause
actual results to differ materially from those discussed in such forward-looking
statements, including factors which are outside the control of the Company, such
as risks relating to: (i) the degree to which the Company is leveraged; (ii) the
Company's reliance on major customers and selected models; (iii) the cyclicality
and seasonality of the automotive market; (iv) the failure to realize the
benefits of recent acquisitions; (v) obtaining new business on new and
redesigned models; (vi) the Company's ability to continue to implement its
acquisition strategy; (vii) the highly competitive nature of the automotive
supply industry; and (viii) such other factors noted in this Form 10-K with
respect to the Company's business. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
behalf of the Company are expressly qualified in their entirety by such
cautionary statements.
ITEM 2. PROPERTIES
FACILITIES
The Company's corporate office is located in Minneapolis, Minnesota and
its operating headquarters is located at the Taylor Drive facility in Sheboygan,
Wisconsin.
The following table provides information regarding French's principal
facilities:
<TABLE>
<CAPTION>
Approximate
Square Footage
Location Type Or Acreage Interest
- --------------------------- -------------------------------------------- ---------------- ------------------
<S> <C> <C> <C>
Sheboygan, Wisconsin....... Operating Headquarters/Die Casting and
Machining Plant (Taylor Drive)............. 260,000 sq. ft. Owned
Sheboygan, Wisconsin....... Die Casting and Machining
Plant (Gateway)............................ 240,000 sq. ft. Owned
Grandville, Michigan....... Die Casting and Machining Plant............. 217,000 sq. ft. Owned
Warehouse................................... 59,000 sq. ft. Leased
Glasgow, Kentucky.......... Die Casting Plant........................... 113,000 sq. ft. Owned
Machining Plant............................. 172,000 sq. ft. Leased
Warehouse................................... 10,000 sq. ft. Leased
Warehouse................................... 20,000 sq. ft. Leased
Witham, England............ Administrative/Die Casting and
Machining Plant............................ 125,000 sq. ft. Owned
Presteigne, Wales.......... Die Casting Plant........................... 55,000 sq. ft. Owned
Cheshunt, England.......... Die Casting Plant........................... 45,000 sq. ft. Leased
Birmingham, England........ Toolmaking Plant............................ 8,000 sq. ft. Owned
Brighouse, England......... Toolmaking Plant............................ 4,000 sq. ft. Owned
San Andres de Echevarria,
Spain.................... Administrative/Die Casting and
Machining Plant............................ 54,000 sq. ft. Owned
Saltillo, Mexico........... Die Casting Plant........................... 45,000 sq. ft. Owned
</TABLE>
-14-
<PAGE> 15
The Company also has sales and service offices located in Ashland,
Ohio; Dearborn, Michigan; Chihuahua and Ramos Arizpe, Mexico; Sao Paulo, Brazil;
Bridgend, England; Valencia, Spain; Cologne, Dusseldorf and Ingolstadt,
Germany; and Hiroshima, Japan.
Utilization of French's facilities varies with North American and
European light vehicle production and general economic conditions in such
regions. All locations are principally used for manufacturing. All properties in
the United States and the U.K. are pledged as collateral to secure the repayment
of French's senior credit facility.
The machining facility in Glasgow, Kentucky was financed through
approximately $1.6 million of industrial revenue bonds, which were issued to
Glasgow/Barrien County Industrial Development Economic Authority. To secure
repayment of these bonds, French has transferred title of this facility to
Glasgow/Barrien County, which leases back the facility to the Company. Upon the
final lease payment on November 1, 2006, the Company has the right to purchase
this property from Glasgow/Barrien County for $1.00.
ITEM 3. LEGAL PROCEEDINGS
From time to time, French is involved in various disputes and
litigation matters that arise in the ordinary course of business. The litigation
process is inherently uncertain and it is possible that the resolution of these
disputes and lawsuits could have a material adverse effect on the Company.
French believes, however, that the ultimate resolution of any pending
litigation, individually or in the aggregate, will not have a material adverse
effect on the Company.
ENVIRONMENTAL MATTERS
The Company is subject to the requirements of federal, state, local and
foreign environmental and occupational health and safety laws and regulations.
French cannot assure you that it is at all times in complete compliance with all
such requirements. Although the Company has made and will continue to make
capital and other expenditures to comply with environmental requirements, it
does not expect to incur material capital expenditures for environmental
controls in 2000. Certain of French's operations generate hazardous substances
and wastes. If a release of hazardous substances occurs on or from French's
properties or any associated offsite disposal location, or if contamination is
discovered at any of the Company's current or former properties, French may be
held liable, and the amount of such liability could be material.
French is studying how to upgrade the drainage systems at its Cheshunt,
U.K. facility and address petroleum contamination that may be associated with
past drainage. The cost of this matter is currently not expected to be material,
unless contamination is discovered that is much more extensive than has been
estimated by the Company's environmental consultants.
As part of French's acquisition of Ansola, the sellers of Ansola agreed
to indemnify the Company, subject to certain limitations, for environmental
liabilities resulting from the sellers' operation of Ansola, including a
specific indemnity for clean up of certain areas of contamination identified at
the San Andres de Echevarria, Spain facility during French's due diligence. At
the time French acquired Ansola, it estimated these costs to be $120,000, based
on testing conducted by an internationally recognized environmental firm. An
escrow was established in the amount of 230 million pesetas (about $1.6 million)
to secure the sellers' environmental and other indemnification obligations.
Actual clean up work was completed in 1999 at a cost of approximately $80,000
and a claim for indemnification was made. The escrow decreases in steps
beginning in June 1999 and expires in July 2003, with 43% of the escrow, less
French's claims for indemnification, having been released on June 30, 1999, 28%
to be released on April 30, 2000 and the remainder to be released on July 31,
2003.
In connection with French's acquisition of Nelson, the Company is
obligated to clean up contamination at a facility formerly operated by Nelson
located in Grand Rapids, Michigan. An interim response groundwater recovery
system is operating at the facility under the oversight of the Michigan
Department of Environmental Quality ("MDEQ"). MDEQ may require additional
investigation and
-15-
<PAGE> 16
cleanup of soil and groundwater, including any contaminated groundwater that may
have migrated offsite. Prior to the acquisition, Nelson estimated that the cost
to complete the cleanup would be approximately $400,000. Since the acquisition,
French has retained an environmental consultant to investigate the facility and
prepare a plan describing the work that will be necessary to complete the
cleanup and an estimate of the cost of completing the cleanup. French expects to
receive the results of the investigation and the work plan in the second quarter
of 2000. The former stockholders of Nelson agreed to indemnify the Company for
losses arising out of this matter, to the extent such losses exceed $400,000. In
particular, the stockholders are obligated to indemnify French for 85% of the
next $3.0 million of such losses. The indemnity expires on October 15, 2003, but
does not expire with respect to those losses that French has committed to pay
before the expiration date. There can be no assurances, however, that the former
stockholders will be able or willing to fulfill their indemnity obligations if
the Company calls upon them to do so.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of Stockholders during the fourth
quarter of 1999.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
None.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data for French presented below for, and as of
the end of the nine months ended December 31, 1996 and for each of the years in
the three-year period ended December 31, 1999, is derived from J.L. French
Automotive Castings, Inc.'s Financial Statements which have been audited by
Arthur Andersen LLP, independent public accountants. The financial statements at
December 31, 1998 and 1999 and for each of the three years in the period ended
December 31, 1999 and the auditor's report thereon are included elsewhere in
this report. The selected financial data for French's predecessor, J.L. French
Corporation, for the year ended December 31, 1995 have been derived from its
audited combined financial statements. The selected financial data for French's
predecessor for the three months ended March 31, 1996 have been derived from its
unaudited combined financial statements. This selected financial data should be
read in conjunction with "Management's Discussion and Analysis of Results of
Operations and Financial Condition" and French's Financial Statements and Notes
to Financial Statements, included elsewhere in this report.
-16-
<PAGE> 17
<TABLE>
<CAPTION>
Predecessor (1) French
-------------------- --------------------------------------------------
Three Nine
Year Months Months
Ended Ended Ended Years Ended
Dec. 31, March 31, Dec. 31, December 31,
-------------------------------------
1995 1996 1996 1997 1998(2) 1999
------- -------- ------- --------- ---------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Sales $113,113 $34,517 $103,354 $161,755 $254,343 $351,829
Cost of sales 79,758 25,769 72,110 108,767 179,693 267,514
-------- ------- -------- -------- -------- --------
Gross profit 33,355 8,748 31,244 52,988 74,650 84,315
Selling, general and
administrative expenses 4,227 2,610 3,359 5,649 16,802 19,577
Recapitalization expenses -- -- -- -- -- 22,425
Amortization of intangible assets -- -- 18,692 20,680 16,861 11,167
-------- ------- -------- -------- -------- --------
Operating income 29,128 6,138 9,193 26,659 40,987 31,146
Interest expense 1,885 350 11,973 13,981 20,533 37,326
-------- ------- -------- -------- -------- --------
Income (loss) before income
taxes and extraordinary item
Provision (benefit) for income 27,243 5,788 (2,780) 12,678 20,454 (6,180)
taxes 108 27 (1,126) 4,954 8,299 (595)
-------- ------- -------- -------- -------- --------
Income (loss) before
extraordinary item 27,135 5,761 (1,654) 7,724 12,155 (5,585)
Extraordinary item -- -- -- -- 805 8,112
-------- ------- -------- -------- -------- --------
Net income (loss) $ 27,135 $ 5,761 $(1,654) $7,724 $11,350 $(13,697)
======== ======== ======= ====== ======= ========
</TABLE>
<TABLE>
<CAPTION>
Predecessor (1) French
------------------------ -----------------------------------------------------
Dec. 31, March 31, December 31,
-----------------------------------------------------
1995 1996 1996 1997 1998 1999
-------- --------- --------- --------- --------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data
(at end of period):
Working capital $ 23,672 $ 20,162 $ 23,698 $ 23,894 $ 22,233 $ 15,366
Total assets 81,037 74,041 240,872 235,202 404,793 695,234
Total debt 28,691 25,602 144,669 134,391 211,580 606,444
Total stockholders'
investment (deficit) 40,259 37,755 72,640 76,807 124,688 (41,593)
</TABLE>
- ---------------------------------
(1) In April 1996, French was initially capitalized (prior thereto, the
"Predecessor") in a transaction by an investor group led by Windward
Capital Partners, L.P. Accordingly, the information provided for the year
ended December 31, 1995 and for the three-month period ended March 31, 1996
is not comparable.
(2) Includes the results of operations of (i) JLF UK from January 12, 1998 and
(ii) Ansola from April 30, 1998.
(3) Includes the results of operations of (i) JLF Mexico from August 17,1999
and (ii) Nelson from October 15, 1999.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
This discussion should be read in conjunction with French's Financial
Statements and the Notes to Financial Statements included elsewhere in this
report.
GENERAL
French ordinarily begins working on products awarded for new or
redesigned platforms two to five years prior to initial vehicle production.
During such period, French incurs (1) costs related to the design and
engineering of such products, (2) costs related to production of the tools and
dies used to manufacture the products and (3) start-up costs associated with the
initial production of such product. In general, design
-17-
<PAGE> 18
and engineering costs are expensed in the period in which they are incurred.
Costs incurred in the production of the tools and dies are generally capitalized
and reimbursed by the customer prior to production. Start-up costs, which are
generally incurred 30 to 60 days immediately prior to and immediately after
production, are expensed as incurred.
The contracts the Company enters into typically: (1) range from one
year to the life of the platform, (2) are on a sole-source basis, (3) do not
require the purchase by the customer of any minimum number of units, (4) are at
fixed prices subject to annual price reductions or renegotiations and (5)
provide for price adjustments related to changes in the cost of aluminum.
COMPARISON OF YEAR ENDED DECEMBER 31, 1999 TO YEAR ENDED DECEMBER 31, 1998
Sales. Sales for 1999 increased by $97.5 million, or 38.3%, to $351.8
million from $254.3 million for 1998. Approximately $56.3 million of the
increase was the result of the acquisitions of Ansola in April 1998, JLF Mexico
in August 1999 and Nelson in October 1999. The remaining increase was due to the
ramp up of production volumes on business that was launched during 1998,
principally transmission cases for Ford.
Cost of Sales. Cost of sales for 1999 increased by $87.8 million, or
48.9%, to $267.5 million from $179.0 million for 1998. Cost of sales as a
percentage of sales was 76.0% for 1999 compared to 70.7% for 1998. While gross
margins for 1999 were positively affected by (1) manufacturing process
improvements, including increased productivity levels and reduced scrap rates,
and (2) lower launch costs in 1999 due to the timing of the introduction of new
products, these improvements were offset by (1) a decline in the European
economy and related automotive production, (2) historically lower margins at
Ansola, Inyechta Alum and Nelson, and (3) a change in our product mix to produce
more parts with slightly lower margins.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $2.8 million to $19.6 million for 1999 from
$16.8 million for 1998. The increase was due primarily to selling, general and
administrative expenses associated with the expanded scope of operations,
including expenses related to the acquisitions of Ansola, JLF Mexico and Nelson.
As a percentage of sales, selling, general and administrative expenses were 5.6%
for 1999 compared to 6.6% for 1998.
Recapitalization Expenses. Recapitalization expenses of $22.4 million
recorded during 1999 represent payments made to option holders. The options were
redeemed in connection with the Recapitalization.
Amortization of Intangible Assets. Amortization expense decreased from
$16.9 million for 1998 to $11.2 million for 1999, as a result of reduced
amortization of capitalized customer relationships, partially offset by an
increase in goodwill amortization from the acquisitions of Ansola, JLF Mexico
and Nelson and increased amortization of deferred debt costs related to
borrowings under the senior credit facility and the outstanding notes. Goodwill
is being amortized on a straight-line basis over 40 years.
Interest Expense. Interest expense for 1999 was $37.3 million compared
to $20.5 million for 1998. The increase was due principally to borrowings
incurred in connection with the Recapitalization and the acquisition of Nelson.
Provision (Benefit) for Income Taxes. The effective income tax rate was
9.6% for the tax benefit arising in 1999 compared to 40.6% for 1998. The change
in the effective income tax rate related primarily to higher state income taxes
and the effect of non deductible goodwill amortization.
Extraordinary Loss. The Company recorded an extraordinary loss of $8.1
million and $0.8 million for 1999 and 1998, respectively. These losses were the
result of the write-off of deferred financing fees associated with certain
credit facilities that were repaid during such periods.
COMPARISON OF YEAR ENDED DECEMBER 31, 1998 TO YEAR ENDED DECEMBER 31, 1997
-18-
<PAGE> 19
Sales. Sales for 1998 increased by $92.5 million, or 57.2%, to $254.3
million from $161.8 million for 1997. Approximately $87.7 million of the
increase in sales related to the acquisitions of JLF UK and Ansola.
Approximately $43.1 million of the increase was the result of new business,
principally transmission cases for Ford. These increases were partially offset
by the effects of the strike at GM in June and July 1998 which decreased sales
by approximately $4.6 million for 1998.
Cost of Sales. Cost of sales for 1998 increased by $70.9 million, or
65.2%, to $179.7 million from $108.8 million for 1997. Cost of sales as a
percentage of sales for 1998 was 70.7% compared to 67.2% for 1997. The decline
in gross margin was the result of non-recurring costs of approximately $7.1
million associated with the launch of the Ford transmission cases during 1998,
approximately $1.4 million related to the effects of the GM strike in June and
July 1998 and the lower gross margins at JLF UK and Ansola.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $11.2 million to $16.8 million for 1998
from $5.6 million for 1997. As a percentage of sales, selling, general and
administrative expenses were 6.6% for 1998 compared to 3.5% for 1997. The
increase in selling, general and administrative expenses is due primarily to
costs related to developing global engineering and design capabilities, such as
increased personnel and travel expenses, and non-capitalizable professional fees
related to the acquisitions of JLF UK and Ansola. In addition, JLF UK's selling,
general and administrative expenses as a percentage of sales have historically
been higher than J.L. French's because JLF UK supports five independent
manufacturing facilities and a larger number of customers and operates in a
higher cost environment.
Amortization of Intangible Assets. Amortization expense decreased from
$20.7 million for 1997 to $16.9 million for 1998, as a result of reduced
amortization on capitalized customer relationships, partially offset by
increases in goodwill amortization from the acquisitions of JLF UK and Ansola.
Interest Expense. Interest expense for 1998 was $20.5 million compared
to $14.0 million for 1997. The increase was due principally to borrowings
incurred related to the acquisitions of JLF UK and Ansola.
Provision for Income Taxes. The effective income tax rate was 40.6% for
1998 compared to 39.1% for 1997. The effective rates differed from the statutory
rates primarily as a result of higher foreign tax rates, state taxes and
non-deductible goodwill amortization associated with the JLF UK acquisition.
LIQUIDITY AND CAPITAL RESOURCES
During 1999, the Company provided cash from operations of $19.5 million,
compared to $39.1 million for 1998. Cash generated from operations before
changes in working capital items was $32.3 million for 1999 compared to $49.8
million in 1998. Increases in working capital used cash of $12.8 million during
1999 compared to $10.7 million in 1998. The increases in working capital are
primarily the result of timing of cash receipts and cash payments.
Net cash used in investing activities was $222.8 million during 1999 compared to
$109.4 million in 1998. Acquisitions totaled $189.8 million during 1999 as
compared to $74.8 million for 1998. Capital expenditures totaled $33.0 million
in 1999 and $34.6 million in 1998 and were primarily for equipment purchases
related to new or replacement programs.
Net cash provided by financing activities totaled $204.6 million for 1999
compared with $59.9 million in 1998. Included in the 1999 source of funds is
$169.9 million of cash that was provided through the subordinated note offering
discussed below.
On April 21, 1999, the Company completed a recapitalization in which a group of
equity investors, including affiliates of Onex and J2R Corporation, acquired
approximately 87% of the Company's common stock for $156.0 million in cash.
Stockholders prior to the recapitalization retained approximately 13% of the
Company's common stock and, together with holders of outstanding options,
received an aggregate of $370.3 million in cash in connection with the
redemption of the Company's other equity interest, plus an additional $5.0
million based upon a post-closing determination of the total working capital as
of the closing date of the recapitalization.
-19-
<PAGE> 20
In connection with the recapitalization, French and certain of its direct and
indirect subsidiaries entered into the senior credit facility. On October 15,
1999, the Company amended and restated its senior credit facility in connection
with its acquisition of Nelson to provide for an additional $100.0 million of
available borrowings. Following the repayment of a portion of the indebtedness
under the senior credit facility with the proceeds of the offering of the
subordinated notes discussed below and following its amendment, the senior
credit facility now consists of (a) approximately $187.5 million of term loans,
consisting of (1) a $155.0 million U.S. dollar-denominated term loan to French,
(2) a pound sterling-denominated term loan to French in an amount equal to the
pound sterling equivalent, determined as of the date such loan was made, of U.S.
$17.5 million and (3) a pound sterling-denominated term loan to JLF UK in an
amount equal to the pound sterling equivalent, determined as of the date such
loan was made, of U.S. $17.5 million (collectively, the "tranche A term loan");
(b) a $190.0 million tranche B term loan; and (c) a $90.0 million revolving
credit facility. The amendment increased the dollar-denominated portion of the
tranche A term loan from $70.0 million to $155.0 million and increased the
revolving credit facility from $75.0 million to $90.0 million. In connection
with the recapitalization, the Company borrowed $295.0 million under the senior
credit facility. In connection with the acquisition of Nelson, the Company
borrowed $100.0 million under the senior credit facility. As of December 31,
1999, the Company had available borrowings under the senior credit facility of
approximately $37.5 million.
As of December 31, 1999, rates on borrowings under the senior credit facility
varied from 8.35% to 10.0%. Borrowings under the tranche A term loan are due and
payable April 21, 2005 and borrowings under the tranche B term loan are due and
payable on October 21, 2006. The revolving credit facility is available until
April 21, 2005. The senior credit facility is secured by all of the assets of
and guaranteed by all of our material present and future subsidiaries, in each
case with exceptions for certain foreign subsidiaries and to the extent
permitted by applicable law.
In connection with the recapitalization, the Company also entered into a
subordinated financing facility providing for borrowings of $130.0 million,
which was fully drawn in connection with the recapitalization. The subordinated
financing facility had a final maturity of October 21, 2008.
In May 1999, the Company completed an offering of $175.0 million of 11 1/2%
Senior Subordinated Notes due 2009. Net proceeds of the offering, approximately
$169.6 million, combined with $0.4 million of cash were used to retire all of
the borrowings under the subordinated financing facility, $2.5 million of
borrowings under the tranche A term loan and $37.5 million of borrowings under
the tranche B term loan. The subordinated notes contain certain restrictive
covenants, and the Company was in compliance with all such covenants at December
31, 1999.
In addition, in connection with the acquisition of Nelson, the Company borrowed
$30.0 million from Tower Automotive, Inc. in exchange for issuance of a 7.5%
convertible subordinated promissory note due October 14, 2009. Interest on this
promissory note is payable quarterly unless (1) the payment of interest would
cause the Company to breach any covenants in any agreement under which a
financial institution or pension fund has made loans to the Company in excess of
$10.0 million or (2) in the good faith judgment of the board of directors, the
Company does not have funds available to pay interest on the promissory note, in
which case the unpaid interest will accrue until paid. The Company may prepay
this promissory note at any time, subject to Tower Automotive's right to convert
the promissory note into class A common stock.
The Company's ability to service its indebtedness will depend on its future
performance, which will be affected by prevailing economic conditions and
financial, business, regulatory and other factors. Some of these factors are
beyond the Company's control. The Company believes that, based upon current
levels of operations, it will be able to meet its debt service obligations when
due. However, because it is difficult to predict the Company's liquidity and
capital requirements in the future, it is not possible to predict whether it
will be able to meet its debt service obligations in the long term, i.e. beyond
the next twelve months. Even with respect to the short term, significant
assumptions underlie the Company's belief that it will be able to meet its debt
service obligations when due, including, among other things, that it will
continue to be successful in implementing its business strategy and that there
will be no material adverse developments in its business, liquidity or capital
requirements. If the Company were to continue to generate insufficient cash flow
from operations to service its indebtedness and to meet its other obligations
and commitments, the Company might be required to refinance its debt or to
dispose of assets to obtain funds for such purpose.
-20-
<PAGE> 21
There is no assurance that refinancings or asset dispositions could be effected
on a timely basis or on satisfactory terms, if at all, or would be permitted by
the terms of the indenture or the senior credit facility. In the event that the
Company is unable to refinance the senior credit facility or raise funds through
asset sales, sales of equity or otherwise, its ability to pay principal of, and
interest on, the notes would be impaired.
SEASONALITY
French typically experiences decreased sales and operating income during the
third calendar quarter of each year due to production shutdowns at OEMs for
model changeovers and vacations.
EFFECTS OF INFLATION
Inflation potentially affects the Company in two principal ways. First, a
portion of the Company's debt is tied to prevailing short-term interest rates
which may change as a result of inflation rates, translating into changes in
interest expense. Second, general inflation can impact material purchases, labor
and other costs. While the contracts with the Company's customers allow it to
pass through increases in the price of aluminum, the Company does not have the
ability to pass through inflation-related cost increases for labor and other
costs. In the past few years, however, inflation has not been a significant
factor.
MARKET RISK
The Company is exposed to various market risks arising from adverse changes in
market rates and prices, such as foreign currency exchange and interest rates.
The Company does not enter into derivatives or other financial instruments for
trading or speculative purposes. The Company's strategy for management of
currency risk relies primarily upon conducting its operations in such countries'
respective currency and it may, from time to time, engage in hedging programs
intended to reduce its exposure to currency fluctuations. The counterparties are
major financial institutions.
The Company manages its interest rate risk by balancing the amount of its fixed
and variable debt. For fixed rate debt, interest rate changes affect the fair
market value of such debt but do not impact earnings or cash flows. Conversely
for variable rate debt, interest rate changes generally do not affect the fair
market value of such debt, but do impact future earnings and cash flows,
assuming other factors are held constant. At December 31, 1999, all of the
Company's debt other than the outstanding notes was variable rate debt. Holding
other variables constant (such as foreign exchange rates and debt levels), a one
percentage point increase in interest rates would be expected to have an
estimated impact on pre-tax earnings and cash flows for the next year of
approximately $4.0 million.
A portion of the Company's sales is derived from manufacturing operations in the
U.K. and Spain. The results of operations and the financial position of the
Company's operations in these countries are principally measured in their
respective currency and translated into U.S. dollars. The effects of foreign
currency fluctuations in such countries are somewhat mitigated by the fact that
expenses are generally incurred in the same currencies in which sales are
generated. The reported income of these operations will be higher or lower
depending on a weakening or strengthening of the U.S. dollar against the
respective foreign currency.
Some of the Company's assets are located in foreign countries and are translated
into U.S. dollars at currency exchange rates in effect as of the end of each
period, with the effect of such translation reflected as a separate component of
stockholders' investment. Accordingly, the Company's consolidated stockholders'
investment will fluctuate depending upon the weakening or strengthening of the
U.S. dollar against the respective foreign currency.
YEAR 2000
There currently has been no impact of the year 2000 on the processing of the
Company's time-sensitive information by its computerized information systems.
The Company's facilities primarily use commercial, vendor-supported software and
hardware, which have been certified as year 2000 compliant. Because of the
Company's substantial investments in computerized systems that are year 2000
compliant, it does not
-21-
<PAGE> 22
anticipate any future problems with respect to its systems. As of December 31,
1999, the Company incurred costs of approximately $200,000 relating to year 2000
compliance and does not anticipate any future costs.
Although the Company has not experienced any year 2000 interruption, the most
reasonably likely worst case scenario that the Company could encounter with
respect to year 2000 is the failure of some of its suppliers, including
utilities suppliers, having future interruption. This could cause a temporary
interruption of materials or services that the Company needs to make its
products, which could result in delayed shipments to customers and lost sales
and profits. The Company will continue to monitor its supply of materials on
hand in order to ensure normal production in the event of a temporary
interruption of service.
The outcome of the Company's year 2000 program is subject to a number of risks
and uncertainties, some of which, such as the availability of qualified computer
personnel and the year 2000 responses of third parties, are beyond its control.
Therefore, there can be no assurances that the Company will not incur material
remediation costs beyond the above anticipated future costs, or that its
business, financial condition, or results of operations will not be
significantly impacted if year 2000 problems with its systems, or with the
products or systems of other parties with whom the Company does business, are
not resolved in a timely manner.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
becomes effective for years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met. Special accounting for qualifying hedges allow a
derivative's gains or losses to offset related results on the hedged item in the
income statement and requires that a company must formally document, designate
and assess the effectiveness of transactions that receive hedge accounting. The
Company has not yet quantified the impact of adopting SFAS No. 133 and has not
yet determined the timing or method of adoption.
During 1998, the Company adopted Financial Accounting Standards Board Statement
of Position (SOP) No. 98-5, "Reporting on the Costs of Start-up Activities." SOP
98-5 requires that start-up activities be expensed as incurred, versus
capitalizing and expensing them over a period of time. The adoption of SOP 98-5
did not affect the Company's consolidated results of operations or the financial
position of the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Market Risk" and "Foreign Currency Transactions" sections of Item
7.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of French are hereby attached to this document
beginning on page 36.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-22-
<PAGE> 23
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information with respect to
French's directors, executive officers and key employees as of December 31,
1999:
<TABLE>
<CAPTION>
Name Age Principal Position(s)
- ---- --- ---------------------
<S> <C> <C>
S.A. ("Tony") Johnson................... 59 Chairman and Director
Charles M. Waldon....................... 50 President, Chief Executive Officer and Director
Thomas C. Dinolfo....................... 49 Treasurer and Chief Financial Officer
Paul Buckley............................ 54 Managing Director of JLF UK
Juan Manuel Orbea....................... 47 General Manager of Ansola
Donald W. Porritt....................... 50 Director of Corporate Business Development
Lowell Shoaf............................ 55 Technical Director
Stephen Southern........................ 52 Director of Worldwide Sales and Marketing
Dugald K. Campbell...................... 52 Director
A. Kipp Koester......................... 61 Director
John E. Lindahl......................... 54 Director
Carl E. Nelson.......................... 39 Vice President, Secretary and Director
Eric J. Rosen........................... 38 Director
Karl F. Storrie......................... 61 Director
Douglas B. Trussler..................... 28 Director
</TABLE>
S.A. ("Tony") Johnson has served as Chairman and a Director of French
since the recapitalization. Mr. Johnson is the founder, Chief Executive Officer
and President of Hidden Creek. Mr. Johnson is also a general partner of J2R
Partners III. Prior to forming Hidden Creek, Mr. Johnson served from 1985 to
1989 as Chief Operating Officer of Pentair, Inc., a diversified industrial
company. Mr. Johnson served as Chairmen and a director of Automotive Industries
Holding, Inc., a supplier of interior trim components to the automotive
industry, from May 1990 to August 1995. Mr. Johnson is also Chairman and a
director of Tower Automotive, Inc., a leading designer and producer of
structural components and assemblies for the global automotive industry, and
Dura Automotive Systems, Inc., a manufacturer of driver control systems, window
systems and door systems for the global automotive industry.
Charles M. Waldon has served as President, Chief Executive Officer and
a Director of French since April 1996. Mr. Waldon joined J.L. French in 1983 and
became Executive Vice President - Manufacturing in 1987. Prior to joining J.L.
French, Mr. Waldon was employed for 16 years by GM in its aluminum die castings
operations in Bedford, Indiana.
Thomas C. Dinolfo has served as Treasurer and Chief Financial Officer
of French since April 1996. Before joining J.L. French, Mr. Dinolfo was
associated with Crucible Materials Corporation for ten years as Corporate
Controller and, prior to that time, was employed by KPMG Peat Marwick.
Paul Buckley has served as the Managing Director of JLF UK since 1996.
Mr. Buckley joined JLF UK in 1976 as an assistant to the General Manager. Prior
to joining JLF UK, Mr. Buckley was the service manager for USI Engineering, a
manufacturer of the Vertacast die casting machine. He has served as National
President of the Die Casting Society, and is currently serving as the National
Executive of the Light Metal Founders Association, the trade body of die casting
in the U.K.
Juan Manuel Orbea has served as the General Manager of Ansola since
1977. From 1993 until 1998, Mr. Orbea served as Chairman of the Spanish
Technical Association for the Development of Pressure Casting.
-23-
<PAGE> 24
Donald W. Porritt has served as Director of Corporate Business
Development of French since October 1998. From 1993 through October 1998, Mr.
Porritt served as Vice President of Operations at Nelson. From 1984 through
1993, Mr. Porritt was Secondary Operations Manager at J.L. French. Prior
thereto, Mr. Porritt was employed for 10 years by GM in its aluminum die
castings operations in Bedford, Indiana.
Lowell Shoaf has served as Technical Director of French since June
1998. Before joining French, Mr. Shoaf was the International Engineering
Manager for Bocar S.A. de C.V., Mexico from 1991 to 1997. Prior to that time,
Mr. Shoaf served as Vice President of Engineering at French from 1989 to
January 1991.
Stephen Southern has held the position of Director of Worldwide Sales
and Marketing of French since he joined J.L. French in 1986. Previously, Mr.
Southern worked for Madison-Kipp Corporation for four years, and for GM in its
aluminum die castings operations in Bedford, Indiana for 17 years.
Dugald K. Campbell has served as a Director of French since May 1999.
Mr. Campbell has also served as President, Chief Executive Officer and a
Director of Tower Automotive, Inc. since December 1993. From 1991 to 1993, Mr.
Campbell has served as a consultant to Hidden Creek. From 1988 to 1991, he
served as Vice President and General manager of the Sensor Systems Division of
Siemens Automotive, a manufacturer of engine management systems and components.
From 1972 to 1988, Mr. Campbell held various executive, engineering and
marketing positions with Allied Automotive, a manufacturer of vehicle systems
and components and a subsidiary of AlliedSignal, Inc.
A. Kipp Koester has served as a Director of French since the
recapitalization. Mr. Koester has served as a Managing Director of Northwestern
Investment Management Company (a Northwestern Mutual Company) since January
1998. From July 1987 through December 1997, Mr. Koester was a vice president at
The Northwestern Mutual Life Insurance Company.
John E. Lindahl has served as a Director of French since the
recapitalization. Mr. Lindahl is the Managing General Partner of Norwest Equity
Partners. Prior to joining Norwest Equity Partners in 1984, Mr. Lindahl was with
Norwest Bank for 15 years, where he managed the bank's manufacturing and
electronics group, natural resources group and was a senior vice president in
charge of middle market lending activities.
Carl E. Nelson has served as a Director, Secretary and Vice President
of French since the recapitalization. Mr. Nelson has served as a Vice President
of Hidden Creek since 1995 and as the Controller of Hidden Creek since June
1992. Mr. Nelson is also a general partner of J2R Partners III. From 1982 to
1992, Mr. Nelson was employed by Arthur Andersen LLP. Mr. Nelson is also a Vice
President of Tower Automotive, Inc. and Dura Automotive Systems, Inc.
Eric J. Rosen has served as a Director of French since the
recapitalization. Mr. Rosen is Managing Director of Onex Investment Corp., a
diversified industrial corporation and an affiliate of Onex, and served as a
Vice President of Onex Investment Corp. from 1989 to February 1994. Prior
thereto, Mr. Rosen was employed in the merchant banking group at Kidder, Peabody
& Co. Incorporated from 1987 to 1989. Mr. Rosen is also a director of Tower
Automotive, Inc. and Dura Automotive Systems, Inc.
Karl F. Storrie has served as a Director of French since May 1999. Mr.
Storrie has also served as President, Chief Executive Officer and a Director of
Dura Automotive Systems, Inc. since March 1991. Prior to joining Dura Automotive
Systems, Inc. and from 1986, Mr. Storrie was Group President of a number of
aerospace manufacturing companies owned by Coltec Industries, a multi-divisional
public corporation. From 1981 to 1986 and prior to becoming a Group President,
Mr. Storrie was a Division President of two aerospace design and manufacturing
companies for Coltec Industries. During his thirty-five year career, Mr. Storrie
has held a variety of positions in technical and operations management. Mr.
Storrie is also a director of Argo-Tech Corporation, a manufacturer of aircraft
fuel, boost and transfer pumps.
-24-
<PAGE> 25
Douglas B. Trussler has served as a Director of French since September
1999 and is currently a principal at Windward. Prior to joining Windward in
1995, Mr. Trussler was with Credit Suisse First Boston, where he worked as an
analyst from June 1993 until May 1995. Mr. Trussler has a degree in Business
Administration from the University of Western Ontario.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth compensation information for 1999 and
1998 for French's chief executive officer and the four other executive officers
of French who were its most highly compensated executive officers for that year
("Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------------
SALARY BONUS OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION ($)(1) ($)(1) COMPENSATION($)(2) COMPENSATION($)(3)
- --------------------------- -------- -------- ------------------ ------------------
<S> <C> <C> <C> <C> <C>
Charles M. Waldon............................. 1999 $350,000 $400,000 $ 2,809 $2,080
President and Chief Executive Officer 1998 350,000 350,000 2,217 1,768
Paul Buckley.................................. 1999 241,500 57,303 16,100 33,548
Managing Director of JLF UK 1998 212,018 299,688 10,303 51,990
Thomas C. Dinolfo............................. 1999 186,462 65,268 4,225 2,080
Treasurer and Chief Financial Officer 1998 171,417 55,339 3,716 1,768
Donald W. Porritt............................. 1999 196,596 21,756 -- 2,080
Director of Corporate Business Development 1998 81,512 -- -- --
Lowell E. Shoaf............................... 1999 199,384 18,512 -- 2,080
Technical Director 1998 80,000 11,784 -- 1,768
</TABLE>
- ------------------------------
(1) Includes amounts deferred by employees under French's 401(k) employee
savings plan, pursuant to Section 401(k) of the Internal Revenue Code.
(2) Includes the value of personal benefits and perquisites.
(3) The amounts disclosed in this column include amounts contributed by French
to its 401(k) employees savings plan and profit sharing plan and dollar
value of premiums paid by French for term life insurance on behalf of the
Named Executive Officers.
OPTION GRANT TABLE
The following table shows the value received by the Named Executive
Officers during the year ended December 31, 1999 under French's former stock
option plan, which was terminated in connection with the recapitalization. Each
of the outstanding options was terminated in exchange for an amount equal to the
difference between the per share price paid to the existing stockholders and the
exercise price of each such option. See "Certain Relationships and Related
Transactions - The Recapitalization." No options were granted during the year
ended December 31, 1999.
<TABLE>
<CAPTION>
Value
-----------
Received
<S> <C>
Charles M. Waldon.............. $5,786,108
Paul Buckley................... 334,333
Thomas C. Dinolfo.............. 1,638,558
Donald W. Porritt.............. 196,666
Lowell E. Shoaf................ 196,669
</TABLE>
-25-
<PAGE> 26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
French's authorized capital stock consists of six classes of common
stock designated as class A common stock, class B common stock, class C common
stock, class D-1 common stock, class D-2 common stock and class E common stock.
As of December 31, 1999, French had the following shares issued and outstanding
(in each case, rounded to the nearest share): 10,249 shares of class A common
stock, 20,660 shares of class B common stock, 5,165 shares of class C common
stock, 6,590 shares of class D-1 common stock, 6,817 shares of class D-2 common
stock and 3,352 shares of class E common stock. French's outstanding classes of
common stock generally differ with respect to dividend, liquidation preference
and voting rights. The holders of each of French's outstanding classes of common
stock are entitled to receive distributions, whether as a dividend, liquidating
distribution or otherwise and whether in cash, property or securities, based on
the aggregate number of shares of such class outstanding as a percentage of the
total number of shares of common stock outstanding. These distributions will be
allocated between the various classes as set forth in the Company's certificate
of incorporation. These distributions will be allocated between the various
classes as set forth in the Company's certificate of incorporation. Each
outstanding share of common stock (other than shares of class D-2 common stock,
which are non-voting) is entitled to one vote on all matters submitted to a vote
of stockholders. Except as otherwise required by the company's certificate of
incorporation or applicable law, all of French's classes of voting common stock
(other than the class D-2 common stock) vote together as a single class on all
matters submitted to a vote of the stockholders, including the election of
directors.
The table below sets forth certain information regarding the equity
ownership of French as of December 31, 1999 by: (1) each person or entity known
by the Company to beneficially own five percent or more of a class of French's
voting common stock, (2) each director and Named Executive Officer and (3) all
of the Company's directors and executive officers as a group. Unless otherwise
stated, each of the persons named in the table has sole voting and investment
power with respect to the securities beneficially owned by it or him as set
forth opposite its or his name. Beneficial ownership of the common stock listed
in the table has been determined in accordance with the applicable rules and
regulations promulgated under the Securities Exchange Act of 1934.
-26-
<PAGE> 27
<TABLE>
<CAPTION>
Percent of
Number of Percent of Voting
Directors, Officers and 5% Stockholders Class Shares Class Power(1)
- --------------------------------------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ONEX American Holdings LLC(2)(3)............. Class B 20,660 100% 87%
J2R Partners III(4).......................... Class C 5,165 100% (3)
Class E 3,352 100%
Windward Entities(5)......................... Class A 5,679 55% 13%
The Northwestern Mutual Life Insurance
Company(6)................................. Class D-1 4,545 69% (3)
Robert W. Baird & Co. Entities(7)............ Class D-1 1,818 28% (3)
Norwest Equity Capital, L.L.C.(8)............ Class D-2 4,090 60% (3)
BancAmerica Capital Investors II, L.P.(9).... Class D-2 2,727 40% (3)
Tower Automotive, Inc.(10)................... Class A 5,088 33% (3)
S.A. Johnson(10)(11)......................... Class A 660 6% (3)
Class C 5,165 100%
Class E 3,352 100%
Charles M. Waldon............................ Class A 837 8% (3)
Paul Buckley................................. Class A 225 2% (3)
Thomas C. Dinolfo............................ Class A 142 1% (3)
Donald W. Porritt............................ Class A 18 * (3)
Lowell E. Shoaf.............................. Class A 170 2% (3)
Dugald K. Campbell(11)(14)................... Class A 112 1% (3)
Class C 5,165 100%
Class E 3,352 100%
A. Kipp Koester(12).......................... Class D-1 4,545 69% (3)
John E. Lindahl(13).......................... Class D-2 4,090 60% (3)
Carl E. Nelson(14)........................... Class A 160 2% (3)
Class C 5,165 100%
Class E 3,352 *
Eric J. Rosen(2)(3)(11)...................... Class B 20,660 100% 87%
Karl F. Storrie(14).......................... Class A 83 100% (3)
Class C 5,165 100%
Class E 3,352 100%
Douglas B. Trussler.......................... -- -- -- --
All directors and officers as a group
(13 persons)............................... All 40,212 -- 87%
</TABLE>
- ----------------------------
* Denotes less than one percent.
(1) Except as otherwise required by the Company's certificate of incorporation
or applicable law, all of French's classes of voting common stock vote
together as a single class on all matters submitted to a vote of the
stockholders, including the election of directors.
(2) ONEX American Holdings LLC ("ONEX AH LLC") has shared voting power over
40,337 shares of common stock (see footnote (3)). Mr. Rosen, a Director of
French, is Managing Director of Onex Investment Corp. and, as a result, may
be deemed to have beneficial ownership of the shares help by ONEX AH LLC.
Mr. Rosen disclaims beneficial ownership of all shares of class B common
stock owned by ONEX AH LLC. ONEX AH LLC and Onex Investment Corp. are both
wholly owned subsidiaries of Onex. The address for ONEX AH LLC and Mr.
Rosen is c/o Onex Investment Corp., 712 Fifth Avenue, 40th Floor, New York,
New York 10019.
(3) ONEX AH LLC, J2R Partners III, The Northwestern Mutual Life Insurance
Company, Robert W. Baird & Co. Entities (as defined below), Messrs.
Johnson, Waldon and Nelson and all of French's other existing stockholders
(other than the Windward Entities (as defined below)) have entered into a
stockholders agreement pursuant to which such stockholders agreed to vote
their shares of common stock in the same manner as ONEX AH LLC votes its
shares on the election of directors and, with the exception of Northwestern
Mutual Life, on all other matters presented to French's stockholders for a
vote and, to the extent permitted by law, granted to ONEX AH LLC a proxy to
effectuate such agreement. As a result, ONEX AH LLC has voting control of
approximately 87% of the Company's common stock.
(4) The general partners of J2R Partners III are S.A. Johnson, Dugald K.
Campbell, Karl F. Storrie, Scott D. Rued, Carl E. Nelson, David J. Huls,
Mary L. Johnson, Judith A. Vijums and Daniel F. Moorse. The address for J2R
Partners III is c/o Hidden Creek, 4508 IDS Center, Minneapolis, Minnesota
55402.
(5) Includes 444 shares of class A common stock owned by Windward/Metropolitan,
L.L.C. and 5,235 shares of class A common stock held by Windward/Park WACI,
L.L.C. (collectively, the "Windward Entities"). The Windward Entities, due
to their common control, may be deemed to beneficially own each other's
shares, but each disclaims such beneficial ownership. The address for each
of the Windward Entities is c/o Windward Capital Partners, L.P., 1177
Avenues of the Americas, 42nd Floor, New York, New York 10036.
(6) The address for Northwestern Mutual Life is 720 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202. NML indirectly owns 64% of the outstanding
capital stock of Robert W. Baird & Co. Incorporated.
-27-
<PAGE> 28
(7) Includes 583 shares of class D-1 common stock owned by Robert W. Baird &
Co., 301 shares of class D-1 common stock owned by BCP Affiliates Fund L.P.
and 934 shares of class D-1 common stock owned by BCP II Limited
Partnership (collectively, the "Robert W. Baird & Co. Entities"). The
Robert W. Baird & Co. Entities, due to their common control, may be deemed
to beneficially own each other's shares, but each disclaims such beneficial
ownership. The address for the Robert W. Baird & Co. Entities is c/o Robert
W. Baird & Co., 277 W. Monroe St., Suite 2100, Chicago, Illinois 60606.
(8) Norwest Equity Capital, L.L.C. is an affiliate of Norwest Equity Partners.
The address for Norwest Equity Capital, L.L.C. is 2800 Piper Jaffray Tower,
222 South Ninth Street, Minneapolis, Minnesota 55402.
(9) The address for BancAmerica Capital Investors II, L.P. is 231 South LaSalle
Street, 19th Floor, Chicago, Illinois 60697.
(10) Includes 5,088 shares of class A common stock obtainable by Tower
Automotive, Inc. upon its conversion of its 7.5% convertible subordinated
promissory note. The address for Tower is 5211 Cascade Road S.E., Grand
Rapids, Michigan 49546. Messrs. Campbell, Johnson and Rosen are members of
the board of directors of Tower. Each of Messrs. Campbell, Johnson and
Rosen disclaims beneficial ownership of the shares owned by Tower.
(11) Includes 5,165 shares of class C common stock and 3,352 shares of class E
common stock owned by J2R Partners III, of which Mr. Johnson is a general
partner, and 660 shares of class A common stock owned by Mr. Johnson. The
address for Mr. Johnson is c/o Hidden Creek, 4508 IDS Center, Minneapolis,
Minnesota 55402.
(12) Includes 4,545 shares of class D-1 common stock owned by Northwestern
Mutual Life, of which Mr. Koester is a Managing Director. Mr. Koester
disclaims beneficial ownership of the shares owned by Northwestern Mutual
Life. The address for Mr. Koester is c/o Northwestern Mutual Life, 720 East
Wisconsin Avenue, Milwaukee, Wisconsin 53202.
(13) Includes 4,090 shares of class D-2 common stock owned by Norwest Equity
Capital, L.L.C., an affiliate of Norwest Equity Partners, of which Mr.
Lindahl is Managing General Partner. The address for Mr. Lindahl is c/o
Norwest Equity Partners, 2800 Piper Jaffray Tower, 222 South Ninth Street,
Minneapolis, Minnesota 55402.
(14) Includes 5,165 shares of class C common stock and 3,352 shares of class E
common stock owned by J2R Partners III, of which Messrs. Nelson, Campbell
and Storrie are general partners. Each of Messrs. Nelson, Campbell and
Storrie disclaims beneficial ownership of the shares owned by J2R Partners
III. The address of each of them is c/o Hidden Creek, 4508 IDS Center,
Minneapolis, Minnesota 55402.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
THE RECAPITALIZATION
The recapitalization was completed on April 21, 1999 pursuant to a
recapitalization agreement dated March 29, 1999 by and among the Company, its
stockholders prior to the recapitalization, who are referred to as the existing
stockholders, and JLF Acquisition LLC, a newly formed transitory investment
entity. Subsequent to the date of the recapitalization agreement, but prior to
the date of the recapitalization, JLF Acquisition assigned all of its rights and
obligations under the recapitalization agreement to Onex, J2R and the other
equity investors.
Pursuant to the recapitalization agreement, the Company redeemed for
$348.8 million in cash 87% of its outstanding shares of common stock and all of
its outstanding shares of preferred stock and the Company paid $22.4 million in
cash to the holders of outstanding stock options in exchange for the
cancellation of their options. In addition, the Company made a payment $5.9
million to those persons who were stockholders prior to the recapitalization
based on a post-closing determination of the amount of French's working capital
as of the closing date of the recapitalization. In connection with the
recapitalization, the existing stockholders converted all shares of class B
common stock not redeemed into shares of class A common stock. Included in this
conversion was all of the common stock owned by the Company's chief executive
officer, Charles M. Waldon. As a result of the redemption and the conversion,
these stockholders currently own 5,348 shares of class A common stock,
representing approximately 13% of the outstanding common stock.
As part of the recapitalization, the Company filed an amendment to its
certificate of incorporation, which amendment created the Company's current
capital structure, consisting of six classes of common stock, as described under
"Security Ownership of Certain Beneficial Owners and Management." The equity
investors then purchased for an aggregate purchase price of $156.0 million an
aggregate of 37,038 shares of common stock from French. As a result of the
recapitalization, the equity investors own approximately 87% of the Company's
common stock, representing 85% of the voting power.
As a result of the recapitalization, Windward received approximately
$348.8 million in cash in connection with the redemption of its shares of common
stock and preferred stock and $85.0 million in cash in connection with the
repayment of the old subordinated notes.
Pursuant to the recapitalization agreement, the existing stockholders
have agreed to indemnify the Company and the equity investors for all
liabilities and other losses arising from any breach by French or any of the
existing stockholders of certain representations and warranties contained in the
recapitalization
-28-
<PAGE> 29
agreement. These representations relate to the capitalization of French and to
the share ownership of the existing stockholders, which representations survive
indefinitely, and to the amount of the Company's existing indebtedness, which
representation survives until the fourth anniversary of the recapitalization.
The existing stockholders do not have an obligation to indemnify the Company and
the equity investors for any losses once the aggregate of all indemnified losses
exceeds the price paid by French to redeem the existing stockholders' capital
stock.
The foregoing summary of the material terms of the recapitalization
agreement and related matters does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all of the provisions of the
recapitalization agreement, including the related exhibits and schedules.
INVESTOR STOCKHOLDERS AGREEMENT
French and each of its stockholders are parties to an investor
stockholders agreement, dated as of April 21, 1999. Tower Automotive and Onex
Advisor LLC and the other employees and affiliates of Onex who purchased shares
of the Company's class A common stock in connection with French's financing of
the acquisition of Nelson became parties to this stockholders agreement by
executing joinder and rights agreements dated as of October 15, 1999. The
stockholders agreement provides that the Company's board of directors will be
established at seven directors and will be comprised of: (1) three
representatives designated by J2R, two of whom shall be S.A. Johnson and
Carl E. Nelson, (2) two representatives designated by Onex, which
representatives shall be Eric J. Rosen and Charles M. Waldon, (3) one
representative designated by Windward, which representative shall be
Douglas B. Trussler and (4) one representative designated by Northwestern
Mutual Life, which representative shall be A. Kipp Koester. The parties to
the stockholders agreement subsequently voted to increase the size of the
Company's board of directors to nine directors and have appointed Karl F.
Storrie and Dugald K. Campbell to fill these vacancies. In addition, each
party to the stockholders agreement has agreed to consent to a sale of French
is such sale is approved by the Company's board of directors.
Except for Windward, each of the parties to the stockholders agreement
has also agreed to vote their common stock as directed by Onex on the election
of directors and, with the exception of Northwestern Mutual Life, on all other
matters submitted to a vote of stockholders, and has granted the person who is
at any time the president of Onex a proxy to vote its common stock. The voting
provision of the stockholders agreement automatically terminate upon the sale by
French of at least 20% of its common stock, on a fully diluted basis, in an
underwritten public offering.
The stockholders agreement generally restricts the transfer of any
shares of common stock held by the parties to the stockholders agreement by
granting certain parties thereto rights of first offer and participation rights
in connection with any proposed transfer by any other party, with certain
exceptions. In addition, French has agreed not to issue to any person at any
time prior to an initial public offering of equity securities, any shares of
common stock or any other securities entitled to participate in distributions or
to vote (or securities convertible or exercisable for any of the foregoing)
unless the parties to the stockholders agreement are given the opportunity to
purchase their pro rata share at the same price and on the same terms, subject
to certain exceptions.
REGISTRATION AGREEMENT
In connection with the recapitalization, each of the Company's
stockholders entered into a registration agreement. Tower Automotive and Onex
Advisor LLC and the other employees and affiliates of Onex who purchased shares
of French's class A common stock in connection with the Company's financing of
the acquisition of Nelson became parties to this registration agreement by
executing joinder and rights agreements dated as of October 15, 1999. Pursuant
to the registration agreement, the holders of a majority of (1) the shares of
class B common stock issued pursuant to the recapitalization, or issued or
issuable in respect of such securities, and (2) any other shares of common stock
held by persons holding any of the foregoing may request, at any time, up to
five registrations of all or any part of their common stock on Form S-1 or any
similar ling-form registration statement or, if available, an unlimited number
of registrations on Form S-2 or S-3 or any similar short-form registration
statement, each at the Company's
-29-
<PAGE> 30
expense. At present, ONEX AH LLC owns all of the outstanding class B common
stock. In the event that the holders of these securities make such a demand
registration request, all other parties to the registration agreement will be
entitled to participate in such registration. In the event that none of these
securities are outstanding, the holders of a majority of (1) the common stock
issued pursuant to the recapitalization, or issued or issuable with respect
thereto, and (2) any common stock held by persons holding any of the foregoing
will be entitled to exercise these demand registration rights. The registration
agreement also grants to the parties thereto piggyback registration rights with
respect to all other registrations by the Company and French will pay all
expenses related to such piggyback registrations.
MANAGEMENT STOCKHOLDERS AGREEMENT
On July 16, 1999, the Company, Onex and members management who own
shares of the Company's common stock, including Messrs. Waldon, Buckley,
Dinolfo, Orbea, Porritt, Shoaf and Southern, entered into a management
stockholders agreement. In July 1999 and December 1999, the Company sold 2,138
shares of French's class A common stock to its managers, representing
approximately 4.0% of its outstanding common stock. The amount of management
stock held by each of the Company's executive officers is as set forth in
"Security Ownership of Certain Beneficial Owners and Management." Each
management stockholder purchased such stock at a price of $4,212 per share,
which is the per share amount paid by the equity investors in connection with
the recapitalization. The agreement permits the management stockholders to
borrow up to half of the purchase price of their stock being pledged to secure
repayment of the loan.
Pursuant to this agreement, each management stockholder granted a right
of first refusal to the Company, and, if the Company does not exercise such
right, to Onex, to purchase such management stockholder's stock. In the event
neither French nor Onex exercises their rights of first refusal, at any time
after the Company has become a public company, a management stockholder desiring
to sell his stock may sell up to 5% of his stock in the public market during any
90-day period, up to a maximum of one-third of the stock acquired by the
management stockholder prior to such date.
The Company, Onex and each of the management stockholders have agreed
that either the Company or Onex will purchase at book value, and each management
stockholder will sell, the stock held by such management stockholder in the
event such management stockholder's employment is terminated for any reason at
any time prior to French's initial public offering. After such time as the
Company becomes a public company, a management stockholder may sell his stock in
the public market, provided that, in the event the management stockholder's
employment terminates due to: (1) retirement, he can sell his stock so long as
he does not sell more than 75% of his stock during the year following his
termination; (2) his death or disability, he may sell without restriction; and
(3) in all other cases, he can sell his stock so long as he does not sell more
than half in the year following his termination.
The agreement further provides that, in the event the Company's board
of directors approves a sale of the Company, French has a right to require each
management stockholder to sell such management stockholder's stock to the
proposed purchaser. In addition, in the event the Company effects a public
offering, French has agreed to include each management stockholder's stock in
such offering, provided that each management stockholder may not register a
greater proportion of his stock than the proportion of Onex's stock being
registered by Onex in such offering.
The terms of the agreement govern all common stock owned or later
acquired by the management stockholders other than any stock purchased in the
open market at any time after the Company has consummated an initial public
offering.
MANAGEMENT AGREEMENT WITH HIDDEN CREEK
Pursuant to the terms of a management agreement dated as of April 21,
1999, Hidden Creek has agreed to provide strategic direction and management
financial and administrative services to French. In exchange for such services,
the Company has agreed to pay Hidden Creek an annual management fee in the
amount of $1,000,000. This management agreement is for an initial term of five
years, but may be canceled by Hidden Creek upon 30 days' notice. The agreement
is automatically renewable after five years on a
-30-
<PAGE> 31
year-to-year basis unless the Company gives Hidden Creek 30 days' notice of its
intent to terminate the agreement. The agreement will terminate in any event
upon a sale of French.
In addition, Hidden Creek received a fee upon consummation of the
recapitalization and the offering of the outstanding notes of an aggregate of
approximately $3.5 million for services provided in structuring, negotiating and
financing these transactions. Upon consummation of the acquisition of Nelson,
Hidden Creek received a fee of $1.75 million for services provided in
structuring, negotiating and financing the acquisition.
PROMISSORY NOTE TO TOWER AUTOMOTIVE, INC.
In connection with the financing of the Company's acquisition of
Nelson, it borrowed $30.0 million from Tower Automotive, Inc. in exchange for
the Company's issuance of a 7.5% convertible subordinated promissory note, due
October 14, 2009. Messrs. Campbell, Johnson and Rosen are members of both
French's board of directors and the board of directors of Tower Automotive. Mr.
Campbell is the president and chief executive officer of Tower Automotive. The
promissory note is subordinated in right of payment to the notes. This
promissory note may be converted in whole or in part, at Tower Automotive's
option, into a number of shares of the Company's class A common stock equal to
the principal amount of the promissory note and any accrued interest on the
promissory note divided by $5,896.75. The principal amount of this promissory
note is therefore convertible into 5,088 shares of class A common stock or 8.8%
of the Company's outstanding stock. Interest is payable on the promissory note
quarterly unless (1) the payment of interest would cause French to breach any
covenants in any agreement under which a financial institution or pension fund
has made loans to the Company in excess of $10.0 million or (2) in the good
faith judgment of the Company's board of directors, French does not have funds
available to pay interest on the promissory note, in which case the unpaid
interest will accrue until paid. The Company may prepay the promissory note at
any time, subject to Tower Automotive's right to convert the promissory note
into class A common stock.
TRANSACTIONS WITH SIGNIFICANT STOCKHOLDERS
J.L. French Corporation, a wholly owned subsidiary of French Holdings,
Inc., subleases its sales and service office in Dearborn, Michigan from American
Bumper & Mfg. Co., which is indirectly owned by Windward. Payments with respect
to this sublease aggregated approximately $68,000 in both 1999 and 1998.
In connection with the recapitalization, French paid Robert W. Baird &
Co. an advisory fee of $2.5 million.
Prior to the recapitalization, French made payments to Windward for
financial services in the amount of $325,000 and $200,000 for 1998 and 1997,
respectively.
-31-
<PAGE> 32
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) DOCUMENTS FILED AS PART OF THIS REPORT ON FORM 10-K
(1) Financial Statements:
- Report of Independent Public Accountants
- Balance Sheets as of December 31, 1998 and 1999
- Statements of Operations for the Years Ended December
31, 1997, 1998 and 1999
- Statements of Stockholders' Investment for the Years
Ended December 31, 1997, 1998 and 1999
- Statements of Cash Flows for the Years Ended December
31, 1997, 1998 and 1999
- Notes to Financial Statements
(2) Financial Statement Schedules:
- Financial Statement Schedule II - Valuation and
Qualifying Accounts
(3) Exhibits: See "Exhibit Index" beginning on page 34.
(B) REPORTS ON FORM 8-K
None.
-32-
<PAGE> 33
SIGNATURES
Pursuant to the requirements of Section 13 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.
J.L. FRENCH AUTOMOTIVE CASTINGS,
INC.
Date: March 28, 2000 By /s/ S.A. Johnson
-----------------------------
S.A. Johnson, Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ S.A. Johnson Chairman and Director March 28, 2000
- ------------------------------------
S.A. Johnson
/s/ Charles M. Waldon President, Chief Executive March 28, 2000
- ------------------------------------ Officer (Principal Executive
Charles M. Waldon Officer) and Director
/s/ Dugald K. Campbell Director March 28, 2000
- ------------------------------------
Dugald K. Campbell
/s/ A. Kipp Koester Director March 28, 2000
- ------------------------------------
A. Kipp Koester
/s/ John E. Lindahl Director March 28, 2000
- ------------------------------------
John E. Lindahl
/s/ Carl E. Nelson Director March 28, 2000
- ------------------------------------
Carl E. Nelson
/s/ Eric J. Rosen Director March 28, 2000
- ------------------------------------
Eric J. Rosen
/s/ Karl F. Storrie Director March 28, 2000
- ------------------------------------
Karl F. Storrie
/s/ Douglas B. Trussler Director March 28, 2000
- ------------------------------------
Douglas B. Trussler
/s/ Thomas C. Dinolfo Treasurer and Chief March 28, 2000
- ------------------------------------ Financial Officer (Principal
Thomas C. Dinolfo Financial and Accounting Officer)
</TABLE>
-33-
<PAGE> 34
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Page Number in
Sequential
Numbering
of all Form 10-K
Exhibit and Exhibit Pages
- ------- -----------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of J.L. French Automotive *
Castings, Inc., incorporated by reference to Exhibit 3.1 of the
Registrant's Form S-4, Registration No. 333-84903 filed under the
Securities Act of 1933 (the "S-4").
3.2 By-laws of J.L. French Automotive Castings, Inc., incorporated by reference *
to Exhibit 3.2 of the S-4.
3.3 Restated Certificate of Incorporation of French Holdings, Inc., *
incorporated by reference to Exhibit 3.3 of the S-4.
3.4 Amended and Restated By-laws of French Holdings, Inc., incorporated by *
reference to Exhibit 3.4 of the S-4.
3.5 Articles of Incorporation of J.L. French Corporation, incorporated by *
reference to Exhibit 3.5 of the S-4.
3.6 By-laws of J.L. French Corporation, incorporated by reference to *
Exhibit 3.6 of the S-4.
3.7 Articles of Incorporation of Allotech International, Inc., incorporated by *
reference to Exhibit 3.7 of the S-4.
3.8 By-laws of Allotech International, Inc., incorporated by reference to *
Exhibit 3.8 of the S-4.
4.1 Indenture, dated May 28, 1999, by and among J.L. French Automotive *
Castings, Inc., the Subsidiary Guarantors and U.S. Bank Trust National
Association, as trustee, incorporated by reference to Exhibit 4.1 of
the S-4.
4.2 Registration Rights Agreement, dated May 28, 1999, by and among J.L. *
French Automotive Castings, Inc., the Subsidiary Guarantors and the
Intial Purchasers, incorporated by reference to Exhibit 4.2 of the S-4.
10.1 Amended and Restated Credit Agreement, dated October 15, 1999, among *
J.L. French Automotive Castings, Inc., Automotive Components
Investments Limited, Morris Ashby Limited, the several banks and other
financial institutions from time to time parties to the agreement (the
"Lenders"), Bank of America NT&SA, as syndication agent for the
Lenders, Chase Manhattan International Limited, as administrative agent
for the English Lenders, and the Chase Manhattan Bank, as
administrative agent for the Lenders, incorporated by reference to
Exhibit 10.1 of the S-4.
10.2 Investor Stockholders Agreement, dated April 21, 1999, by and among *
J.L. French Automotive Castings, Inc., Onex American Holdings LLC, J2R
Partners III and the stockholders listed on the signature pages thereto
(the "Stockholders Agreement"), incorporated by reference to Exhibit
10.2 of the S-4.
10.3 Registration Agreement, dated April 21, 1999, by and among J.L. French *
Automotive Castings, Inc. and the investors listed on the signature
pages thereto (the "Registration Agreement"), incorporated by reference
to Exhibit 10.3 of the S-4.
</TABLE>
-34-
<PAGE> 35
<TABLE>
<S> <C> <C>
10.4 Management Agreement, dated April 21, 1999, by and between J.L. French *
Automotive Castings, Inc. and Hidden Creek Industries, incorporated by
reference to Exhibit 10.4 of the S-4.
10.5 Joinder and Rights Agreement, dated October 15, 1999, by and between J.L. *
French Automotive Castings, Inc., Onex Advisor LLC and each of the
other persons listed on the signature pages thereto, relating to the
Stockholders Agreement and the Registration Agreement, incorporated by
reference to Exhibit 10.5 of the S-4.
10.6 Joinder and Rights Agreement, dated October 15, 1999, by and between J.L. *
French Automotive Castings, Inc. and Tower Automotive, Inc., relating to the
Stockholders Agreement and the Registration Agreement, incorporated by
reference to Exhibit 10.6 of the S-4.
10.7 Sublease Agreement, dated March 25, 1998, by and between J.L. French *
Corporation and American Bumper & Mfg. Co., incorporated by reference to
Exhibit 10.7 of the S-4.
10.8**Employment Agreement, dated April 1, 1997, by and between Morris Ashby *
plc and Paul A. Buckley, incorporated by reference to Exhibit 10.8 of
the S-4.
10.9**Employment Agreement, dated April 30, 1998, by and between Fundiciones *
Viuda de Ansola S.A. and Juan Manuel Orbea Soroa, incorporated by
reference to Exhibit 10.9 of the S-4.
10.10**Employment Agreement, dated April 30, 1998, by and between Ansola *
Acquisition Corporation, S.R.L. and Juan Manuel Orbea, incorporated by
reference to Exhibit 10.10 of the S-4.
10.11 Management Stockholders Agreement, dated July 16, 1999, by and between *
J.L. French Automotive Castings, Inc., Onex American Holdings LLC and
the individuals named on Schedule I thereto, incorporated by reference
to Exhibit 10.11 of the S-4.
10.12 Form of Stock Subscription Agreement by and between J.L. French Automotive *
Castings, Inc. and certain members of management purchasing common stock
(including a schedule identifying Subscription Agreements executed by
Charles M. Waldon, Paul A. Buckley, Thomas C. Dinolfo, Donald W.
Porritt, Lowell E. Shoaf and Stephen R. Southern), incorporated by reference
to Exhibit 10.12 of the S-4.
10.13 7.50% Convertible Subordinated Promissory Note issued October 14, 1999 by *
J.L. French Automotive Castings, Inc., Onex American Holdings LLC,
J2R Partners III and the persons set forth on Schedule A attached
thereto, incorporated by reference to Exhibit 10.13 of the S-4.
10.14 Stock Purchase Agreement, dated October 14, 1999, by and among J.L. French *
Automotive Castings, Inc., Onex American Holdings LLC, J2R
Partners III and the persons set forth on Schedule A attached thereto,
incorporated by reference to Exhibit 10.14 of the S-4.
--
27.1 Financial Data Schedule filed herewith.
--
</TABLE>
- ------------------
* Incorporated by reference.
** Indicates compensatory arrangement.
-35-
<PAGE> 36
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To J. L. French Automotive Castings, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of J. L. French
Automotive Castings, Inc. and Subsidiaries as of December 31, 1999 and 1998, and
the related consolidated statements of operations, stockholders' investment and
comprehensive income and cash flows for the three years in the period ended
December 31, 1999. These consolidated financial statements and the schedule
referred to below 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of J. L. French
Automotive Castings, Inc. and Subsidiaries as of December 31, 1999 and 1998, and
the results of their operations and their cash flows for the three years in the
period ended December 31, 1999, in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The Schedule II: Valuation and Qualifying Accounts
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not a required part of the basic financial statements.
This Schedule has been subjected to the auditing procedures applied in our audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
January 21, 2000
<PAGE> 37
J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,900 $ 4,128
Accounts receivable, less reserve for doubtful accounts of $2,624
and $1,353 82,449 55,242
Inventories 36,979 17,077
Customer tooling-in-progress 10,299 8,013
Other current assets 9,034 2,029
--------- ---------
Total current assets 143,661 86,489
PROPERTY, PLANT AND EQUIPMENT, NET 221,167 147,505
INTANGIBLE AND OTHER ASSETS, NET OF ACCUMULATED
AMORTIZATION OF $66,279 AND $56,233 330,406 170,799
--------- ---------
$ 695,234 $ 404,793
========= =========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 56,461 $ 32,710
Accrued liabilities 43,434 18,433
Current portion of long-term debt 28,400 13,113
--------- ---------
Total current liabilities 128,295 64,256
LONG-TERM DEBT, NET OF CURRENT PORTION 373,044 198,467
SUBORDINATED NOTES 175,000 --
CONVERTIBLE SUBORDINATED NOTES 30,000 --
OTHER NONCURRENT LIABILITIES 30,488 5,165
--------- ---------
Total liabilities 736,827 267,888
COMMITMENTS AND CONTINGENCIES (NOTES 9 AND 10)
CONVERTIBLE REDEEMABLE SERIES A PREFERRED STOCK -- 12,217
STOCKHOLDERS' INVESTMENT:
Common stock, Class A; par value $0.01; 20,000 shares
authorized; 10,249 shares issued and outstanding -- --
Common stock, Class B; par value $0.01; 30,000 shares
authorized; 20,660 shares issued and outstanding -- --
Common stock, Class C; par value $0.01; 6,000 shares authorized;
5,165 shares issued and outstanding -- --
Common stock, Class D-1; par value $0.01; 15,000 shares authorized;
6,590 shares issued and outstanding -- --
Common stock, Class D-2 non-voting; par value $0.01; 7,500 shares
authorized; 6,817 shares issued and outstanding -- --
Common stock, Class E; par value $0.01; 4,000 shares authorized;
3,352 shares issued and outstanding -- --
Pre recapitalization common stock (Note 2) -- --
Additional paid-in capital 42,589 109,034
Retained earnings (accumulated deficit) (82,824) 14,224
Accumulated other comprehensive income - foreign currency
translation adjustment (1,358) 1,430
--------- ---------
Total stockholders' investment (deficit) (41,593) 124,688
--------- ---------
$ 695,234 $ 404,793
========= =========
</TABLE>
The accompanying notes are an integral part
of these consolidated balance sheets.
-2-
<PAGE> 38
J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Sales $ 351,829 $ 254,343 $ 161,755
Cost of sales 267,514 179,693 108,767
--------- --------- ---------
Gross profit 84,315 74,650 52,988
Selling, general and administrative expenses 19,577 16,802 5,649
Recapitalization expense 22,425 -- --
Amortization of intangible assets 11,167 16,861 20,680
--------- --------- ---------
Operating income 31,146 40,987 26,659
Interest expense, net 37,326 20,533 13,981
--------- --------- ---------
Income (loss) before income taxes and extraordinary
loss (6,180) 20,454 12,678
Income tax provision (benefit) (595) 8,299 4,954
--------- --------- ---------
Income (loss) before extraordinary loss (5,585) 12,155 7,724
Extraordinary loss on early extinguishment of
debt, net of income tax benefit of $5,407 and $515 8,112 805 --
--------- --------- ---------
Net income (loss) $ (13,697) $ 11,350 $ 7,724
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-3-
<PAGE> 39
J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT AND COMPREHENSIVE INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Common Stock (Note 2)
-----------------------------------------------
Pre Recapitalization Post Recapitalization Additional
---------------------- ---------------------- Paid-In
Shares Amount Shares Amount Capital
---------- --------- ------------ ------ ----------
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1996 69,545.74 $ -- -- $ -- $ 72,640
Comprehensive income -
Net income -- -- -- -- --
Accretion of convertible redeemable
Series A preferred stock to
redemption value
Dividends declared for convertible
redeemable Series A preferred stock,
$700 per share -- -- -- -- --
---------- --------- ------------ ----- ---------
BALANCE, December 31, 1997 69,545.74 -- -- -- 72,640
Comprehensive income -
Net income -- -- -- -- --
Foreign currency translation
adjustment -- -- -- -- --
Total comprehensive income
Accretion of convertible redeemable
Series A preferred stock to
redemption value -- -- -- -- --
Dividends declared for convertible
redeemable Series A preferred stock,
$700 per share -- -- -- -- --
Sale of common stock at $3,672.89
per share 9,908.96 -- -- -- 36,394
---------- --------- ------------ ----- ---------
BALANCE, December 31, 1998 79,454.70 -- -- -- 109,034
Comprehensive income -
Net income
Foreign currency translation
adjustment
Total comprehensive income
Accretion of convertible redeemable
Series A preferred stock to
redemption value -- -- -- -- --
Dividends declared for convertible
redeemable Series A preferred stock,
$700 per share -- -- -- -- --
Conversion of convertible redeemable
Series A preferred stock to common
stock 3,395.58 -- -- -- --
Repurchase of Pre Recapitalization
common stock, net (77,501.90) -- -- -- (265,034)
Conversion of Pre Recapitalization
to Post Recapitalization common stock (5,348.38) -- 5,348.38 -- --
Sale of Post Recapitalization common
stock -- -- 37,037.36 -- 156,000
Issuance of common stock for Nelson
acquisition -- -- 8,309.66 -- 35,000
Employee stock offering, net of
subscriptions receivable (Note 2) -- -- 2,138.44 -- 7,589
---------- --------- ------------ ----- ---------
BALANCE, December 31, 1999 -- $ -- 52,833.84 $ -- $ 42,589
========== ========= ============ ===== =========
<CAPTION>
Accumulated
Other
Compre-
Retained hensive
Earnings Income Total
--------- ----------- ---------
<S> <C> <C> <C>
BALANCE, December 31, 1996 $ (2,289) $ -- $ 70,351
Comprehensive income -
Net income 7,724 -- 7,724
Accretion of convertible redeemable
Series A preferred stock to
redemption value (218)
Dividends declared for convertible
redeemable Series A preferred stock,
$700 per share (1,050) -- (1,050)
--------- --------- ---------
BALANCE, December 31, 1997 4,167 -- 76,807
Comprehensive income -
Net income 11,350
Foreign currency translation
adjustment -- 1,430
Total comprehensive income 12,780
Accretion of convertible redeemable
Series A preferred stock to
redemption value (243) -- (243)
Dividends declared for convertible
redeemable Series A preferred stock,
$700 per share (1,050) -- (1,050)
Sale of common stock at $3,672.89
per share -- -- 36,394
--------- --------- ---------
BALANCE, December 31, 1998 14,224 1,430 124,688
Comprehensive income -
Net income (13,697)
Foreign currency translation
adjustment -- (2,788)
Total comprehensive income (16,485)
Accretion of convertible redeemable
Series A preferred stock to
redemption value (67) -- (67)
Dividends declared for convertible
redeemable Series A preferred stock,
$700 per share (263) -- (263)
Conversion of convertible redeemable
Series A preferred stock to common
stock -- -- --
Repurchase of Pre Recapitalization
common stock, net (83,021) -- (348,055)
Conversion of Pre Recapitalization
to Post Recapitalization common stock -- -- --
Sale of Post Recapitalization common
stock -- -- 156,000
Issuance of common stock for Nelson
acquisition -- -- 35,000
Employee stock offering, net of
subscriptions receivable (Note 2) -- -- 7,589
--------- --------- ---------
BALANCE, December 31, 1999 $ (82,824) $ (1,358) $ (41,593)
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-5-
<PAGE> 40
J.L. FRENCH AUTOMOTIVE CASTINGS, INC. SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (13,697) $ 11,350 $ 7,724
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation and amortization 36,695 36,037 31,037
Subordinated notes discount accretion 170 469 437
Deferred income taxes 1,029 1,100 (610)
Extraordinary loss 8,112 805 --
Change in other operating items:
Accounts receivable 8,308 (12,197) (1,485)
Inventories and customer tooling-in-progress (10,165) (3,398) (6,210)
Accounts payable and accrued liabilities 1,197 5,662 (420)
Other, net (12,117) (773) (844)
--------- --------- ---------
Net cash provided by operating activities 19,532 39,055 29,629
--------- --------- ---------
INVESTING ACTIVITIES:
Acquisitions, net of cash acquired (189,815) (74,778) --
Capital expenditures, net (33,005) (34,640) (24,530)
--------- --------- ---------
Net cash used for investing activities (222,820) (109,418) (24,530)
--------- --------- ---------
FINANCING ACTIVITIES:
Borrowings under revolving credit facilities 49,740 197,273 --
Repayments of revolving credit facilities (55,403) (179,870) --
Long-term borrowings 719,843 74,474 --
Repayment of long-term borrowings (324,227) (64,157) (10,715)
Debt issuance costs (19,354) (3,193) --
Proceeds from sale of common stock 198,589 36,394 --
Redemption of common stock in connection with
the Recapitalization (360,339) -- --
Dividends paid on convertible redeemable Series A
preferred stock (525) (1,050) (1,572)
Other, net (3,731) -- --
--------- --------- ---------
Net cash provided by (used in) financing activities 204,593 59,871 (12,287)
--------- --------- ---------
EFFECT OF EXCHANGE RATES ON CHANGES
ON CASH AND CASH EQUIVALENTS (533) 182 --
--------- --------- ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS 772 (10,310) (7,188)
CASH AND CASH EQUIVALENTS, beginning of period 4,128 14,438 21,626
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of period $ 4,900 $ 4,128 $ 14,438
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for-
Interest $ 34,674 $ 20,289 $ 15,107
========= ========= =========
Income taxes $ 1,920 $ 6,200 $ 6,245
========= ========= =========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
-6-
<PAGE> 41
J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND BASIS OF PRESENTATION:
J. L. French Automotive Castings, Inc. (French) is an international designer and
manufacturer of aluminum die cast components and assemblies for the global
automotive industry. French's primary operating subsidiaries are French
Holdings, Inc. (FHI), Nelson Metal Products Corporation (Nelson), J. L. French
U.K. Ltd., formerly known as Morris Ashby Ltd., (JLF UK), Fundiciones Viuda de
Ansola, S.A. (Ansola), and J. L. French S. de R.L. de C.V. (JLF Mexico). French
has manufacturing facilities located in Kentucky, Michigan, Wisconsin, Mexico,
Spain and the United Kingdom.
2. RECAPITALIZATION AND COMMON STOCK:
On April 21, 1999, the Company completed a recapitalization transaction (the
Recapitalization). Immediately prior to the Recapitalization, the Company had
the following classes of common shares authorized and outstanding (Pre
Recapitalization common stock):
<TABLE>
<CAPTION>
Shares Shares Issued
Class Authorized And Outstanding
-------------------- ---------- ---------------
<S> <C> <C>
A, par value $0.0001 300,000 60,492.73
B, par value $0.0001 75,000 16,016.36
C, par value $0.0001 50,000 2,651.05
D, par value $0.0001 25,000 294.56
</TABLE>
Pursuant to the Recapitalization Agreement and immediately prior to the
Recapitalization, each share of Class B, Class C and Class D common stock was
converted into one share of Class A common stock. In addition, each share of
Convertible Redeemable 7% Series A preferred stock was converted into one share
of Series B preferred stock and 2.26372 shares of Class A common stock. The
Company also restated its Articles of Incorporation to authorize 20,000 shares
of Class A common stock, 30,000 shares of Class B common stock, 6,000 shares of
Class C common stock, 15,000 shares of Class D-1 common stock, 7,500 shares of
nonvoting Class D-2 common stock and 4,000 shares of Class E common stock
(collectively, Post Recapitalization common stock). Concurrently with the above
transactions, new investors acquired 1,650.06 shares of Class A common stock,
17,099.89 shares of Class B common stock, 4,274.97 shares of Class C common
stock, 5,509.97 shares of Class D-1 common stock, 5,699.99 shares of Class D-2
common stock and 2,802.48 shares of Class E common stock for total consideration
of $156.0 million. In addition, the Company borrowed $295.0 million pursuant to
a new senior credit facility (Note 4) and $130.0 million pursuant to an interim
financing facility (Note 5).
The proceeds from the equity investment, the senior credit facility and the
subordinated financing facility were used to retire $184.0 million of
outstanding indebtedness, redeem the outstanding Series B preferred stock for
$12.3 million, to repurchase certain shares of Class A common stock for $336.5
million, to redeem all outstanding options for $21.5 million and to pay fees
associated with the transaction of approximately $6.9 million. The redemption of
stock options was recorded as compensation expense at the date of the
Recapitalization and is reflected in the consolidated statements of operations
as recapitalization expense. As a result of the Recapitalization, approximately
87% of all classes of the combined capital stock of the Company were acquired
which represented 85% of the shares eligible to vote. An additional payment of
$5.0 million was made to those persons who were stockholders prior to the
Recapitalization based on a post-closing determination of working capital as of
the date of the Recapitalization.
In connection with the Recapitalization, the historical basis of all assets and
liabilities have been retained for financial reporting purposes, and the
repurchase of the existing common stock and issuance of new common stock has
been accounted for as an equity transaction. In addition, the fees and expenses
related
-7-
<PAGE> 42
to the Recapitalization of approximately $6.5 million have been recorded
as a reduction in stockholders' investment.
In 1999, the Company sold 2,138.44 shares of Class A common stock to certain
employees for aggregate proceeds of approximately $9.0 million. Approximately
$1.4 million of this amount was financed through notes to the Company which bear
interest at 9% and are due in 2004. These notes are reflected as a reduction of
additional paid-in capital in the accompanying consolidated balance sheet.
Following is a summary of transactions in the Pre Recapitalization common stock
for the period from December 31, 1996 through April 21, 1999, the date of the
Recapitalization:
<TABLE>
<CAPTION>
Class A Class B Class C Class D
--------------------- --------------------- --------------------- -------------------
Shares Amount Shares Amount Shares Amount Shares Amount
--------- --------- ---------- ------ --------- ------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1996 and 1997 66,960.34 $ -- 2,326.86 $ -- 258.54 $ -- -- $ --
Conversion of Class A
to Class B (13,944.85) -- 13,944.85 -- -- -- -- --
Conversion of Class B
to Class C -- -- (2,326.86) -- 2,326.86 -- -- --
Conversion of Class C
to Class D -- -- -- -- (258.54) -- 258.54 --
Sale of common stock at
$3,672.89 per share 7,477.24 -- 2,071.51 -- 324.19 -- 36.02 --
--------- --------- ---------- ------ --------- ------- -------- -----
Balance, December 31,
1998 60,492.73 -- 16,016.36 -- 2,651.05 -- 294.56 --
Conversion of Class B, C
and D to Class A 18,961.97 (16,016.36) -- (2,651.05) -- (294.56) --
Conversion of Convertible
Redeemable 7% Series A
Preferred Stock to
Class A 3,395.58 -- -- -- -- -- -- --
Repurchase of Class A
shares pursuant to the
Recapitalization (77,501.90) -- -- -- -- -- -- --
Conversion of Class A
shares to Post Recapi-
talization common
stock (5,348.38) -- -- -- -- -- -- --
--------- --------- ---------- ------ --------- ------- -------- -----
Balance, April 21,
1999 -- $ -- -- $ -- -- $ -- -- $ --
========= ========= ========== ====== ========= ======= ======== =====
</TABLE>
Following is a summary of transactions in the Post Recapitalization common stock
for the period from April 21, 1999 through December 31, 1999:
<TABLE>
<CAPTION>
Number of Shares
----------------------------------------------------------------------------------------------
Class A Class B Class C Class D-1 Class D-2 Class E
------------ ------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Shares outstanding,
April 21, 1999 -- -- -- -- -- --
Conversion of Pre
Recapitalization common
stock 5,348.38 -- -- -- -- --
Sale of Post
Recapitalization common
stock 1,650.06 17,099.89 4,274.97 5,509.97 5,699.99 2,802.48
Employee stock offering 2,138.44 -- -- -- -- --
Sale of common stock
(Note 6) 1,112.53 3,560.01 890.01 1,080.22 1,117.44 549.42
------------ ------------ ----------- ----------- ----------- ----------
Shares outstanding,
December 31, 1999 10,249.41 20,659.90 5,164.98 6,590.19 6,817.43 3,351.90
============ ============ =========== =========== =========== ==========
</TABLE>
-8-
<PAGE> 43
3. SIGNIFICANT ACCOUNTING POLICIES:
PRINCIPLES OF CONSOLIDATION AND PRESENTATION
The consolidated financial statements include the financial statements of French
and its subsidiaries, all of which are wholly owned (collectively referred to as
the Company). All significant intercompany balances and transactions have been
eliminated in consolidation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of highly liquid investments with an original
maturity of three months or less. Cash equivalents consist primarily of
short-term money market investments with Spanish financial institutions. Cash
equivalents are stated at cost which approximates fair value.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
first-in, first-out (FIFO) or average cost methods, which approximate current
cost. Market is determined by the quoted price for comparable raw materials.
Inventories consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31
---------------------
1999 1998
------- -------
<S> <C> <C>
Raw materials $ 14,172 $ 7,459
Work-in-process 14,558 5,045
Finished goods 8,249 4,573
------- -------
$36,979 $17,077
======= =======
</TABLE>
CUSTOMER TOOLING-IN-PROGRESS
Excess of cost over billings on uncompleted tooling projects represents costs
incurred by the Company in the production of customer-owned tooling to be used
by the Company in the manufacture of its products. The Company receives a
specific purchase order for this tooling and is reimbursed by the customer for
the cost of such tooling. Costs are deferred until reimbursed by the customer.
Forecasted losses on incomplete projects are recognized currently.
-9-
<PAGE> 44
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31
-----------------------
1999 1998
-------- --------
<S> <C> <C>
Land and improvements $ 5,888 $ 3,218
Buildings 47,501 30,044
Machinery and equipment 213,972 138,908
Furniture, fixtures and other 8,243 2,390
Construction in progress 7,032 9,455
-------- --------
282,636 184,015
Less- Accumulated depreciation (61,469) (36,510)
-------- --------
Net property, plant and equipment $221,167 $147,505
======== ========
</TABLE>
Property, plant and equipment are stated at cost. Depreciation of plant and
equipment is calculated on the straight-line method over the following estimated
useful lives:
<TABLE>
<S> <C>
Buildings and land improvements 15 to 39 years
Machinery and equipment 5 to 13 years
Furniture and fixtures 3 to 10 years
</TABLE>
The Company capitalizes interest cost as a component of the cost of construction
in progress. Interest costs of $237,000, $210,000 and $384,000 were capitalized
for the years ended December 31, 1999,1998 and 1997.
Maintenance and repairs are charged to expense as incurred. Major betterments
and improvements which extend the useful life of the item are capitalized and
depreciated. The cost and accumulated depreciation of property, plant and
equipment retired or otherwise disposed of are removed from the related
accounts, and any residual values are charged or credited to income.
INTANGIBLE AND OTHER ASSETS
Intangible and other assets consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31
------------------------
1999 1998
---------- ----------
<S> <C> <C>
Goodwill $ 304,650 $ 169,793
Customer relationships 52,946 52,946
Debt issuance costs and other 15,181 4,293
---------- ----------
372,777 227,032
Less-Accumulated amortization (66,279) (56,233)
---------- ----------
Net intangible assets 306,498 170,799
Deferred tax assets 23,908 --
---------- ----------
Total intangible and other assets $ 330,406 $ 170,799
========== ==========
</TABLE>
Goodwill represents the excess of the purchase price over fair value of net
assets acquired arising from the acquisition of the Company in April 1996 and
the acquisitions described in Note 6. Goodwill is amortized on a straight-line
basis over 40 years. Amortization for the customer relationships is calculated
using an accelerated method, reflecting the nature of the relationship, over 5
years. Debt financing costs are amortized over the term of the applicable
agreement.
-10-
<PAGE> 45
The Company periodically evaluates whether events and circumstances have
occurred which may affect the estimated useful life or the recoverability of the
remaining balance of its goodwill and other long-lived assets. If such events or
circumstances were to indicate that the carrying amount of these assets would
not be recoverable, the Company would estimate the future cash flows expected to
result from the use of the assets and their eventual disposition. If the sum of
the expected future cash flows (undiscounted and without interest charges) were
less than the carrying amount of goodwill and other long-lived assets, the
Company would recognize an impairment loss.
ACCRUED LIABILITIES
Accrued liabilities consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31
----------------------
1999 1998
------- -------
<S> <C> <C>
Compensation and benefits $ 8,841 $10,026
Loss contracts 7,792 --
Income taxes 4,639 2,361
Die replacement 8,641 --
Interest 4,736 2,084
Other 8,785 3,962
------- -------
$43,434 $18,433
======= =======
</TABLE>
INCOME TAXES
The Company recognizes deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Deferred tax assets and liabilities are determined
based on the difference between the financial statement and tax bases of assets
and liabilities using currently enacted tax rates.
REVENUE RECOGNITION AND SALES COMMITMENTS
The Company recognizes revenue as its products are shipped to its customers. The
Company enters into agreements to produce products for its customers at the
beginning of a given vehicle's production cycle. Once such agreements are
entered into by the Company, fulfillment of the customer's purchasing
requirements is the obligation of the Company for the entire production cycle of
the vehicle, with terms averaging seven years. The Company has no intention to
terminate such contracts. In certain instances, the Company is committed under
existing agreements to supply products to its customers at selling prices which
are not sufficient to cover the costs to produce such product. In such
situations, the Company records a liability for the estimated future amount of
losses. Such losses are recognized at the time that the loss is probable and
reasonably estimatable and is recorded at the minimum amount necessary to
fulfill the Company's obligation to the customer. Losses are estimated based
upon information available at the time of the estimate, including future
production volume estimates, length of the program and selling price and product
information. The remaining long term liability was approximately $16.9 million
as of December 31, 1999. There was no balance at December 31, 1998. These
amounts are included in other long term liabilities in the accompanying
consolidated balance sheets.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign operations are translated into U.S. dollars
using the year-end rates of exchange. Results of operations are translated at
average rates prevailing throughout the period. Translation gains and losses are
accumulated as a separate component of accumulated other comprehensive
income--foreign currency translation adjustment in stockholders' investment.
Gains and losses resulting from
-11-
<PAGE> 46
foreign currency transactions are included in net income. Such gains or losses
and related hedges are reported in the same manner as translation adjustments.
COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income, " which established standards for reporting and
display of comprehensive income and its components. Comprehensive income
reflects the change in equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources. For the
Company, comprehensive income represents net income adjusted for foreign
currency translation adjustments. In accordance with SFAS No. 130, the Company
has chosen to disclose comprehensive income in the accompanying consolidated
statements of stockholders' investment and comprehensive income. Net income for
periods prior to 1998 was the same as comprehensive income.
SEGMENT REPORTING
In 1998, the Company adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 supersedes SFAS No. 14,
replacing the "industry segment" approach with the "management" approach. The
management approach designates the internal organization that is used by
management for making operating decisions and assessing performance as the
source of the Company's reportable segments. SFAS No. 131 also requires
disclosures about products and services, geographic areas and major customers.
The adoption affected only the disclosure of segment information (see Note 8).
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
becomes effective for the years beginning after June 15, 2000. SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument, including certain derivative instruments embedded in other
contracts, be recorded in the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge criteria are met. Special accounting for qualifying hedges allow a
derivative's gains or losses to offset related results on the hedged item in the
income statement and requires that a company must formally document, designate
and assess the effectiveness of transactions that receive hedge accounting. The
Company has not yet quantified the impact of adopting SFAS No. 133 and has not
yet determined the timing of adoption.
During 1998, the Company adopted Financial Accounting Standards Board Statement
of Position (SOP) No. 98-5, "Reporting on the Costs of Start-up Activities." SOP
98-5 requires that start-up activities be expensed as incurred, versus
capitalizing and expensing them over a period of time. The adoption of SOP 98-5
did not affect the Company's consolidated results of operations or the financial
position of the Company.
USE OF ESTIMATES
The preparation of consolidated 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 changes in net assets available for
benefits during the reporting period. Ultimate results could differ from those
estimates.
RECLASSIFICATIONS
Certain amounts previously reported in the 1998 and 1997 consolidated financial
statements have been reclassified to conform to the 1999 presentation. These
reclassifications had no effect on previously reported net income or
stockholders' investment.
-12-
<PAGE> 47
4. LONG-TERM DEBT:
Long-term debt consisted of the following (in thousands):
<TABLE>
<CAPTION>
December 31
-----------------------
1999 1998
--------- ----------
<S> <C> <C>
Senior credit facility:
Revolving credit loan, due April 2005,
interest at prime plus 1.5% or LIBOR plus 2.5%
(8.35% to 10.0% at December 31, 1999) $ 23,183 $ --
Tranche A term loan, due April 2005 interest at prime plus 1.5%
or LIBOR plus 2.5%
(9.0% at December 31, 1999) 187,943 --
Tranche B term loan, due October 2006 interest at prime plus
1.75% or LIBOR plus 2.75%
(9.25% at December 31, 1999) 152,105 --
--------- ----------
Total senior credit facility 363,231 --
Old credit facility, retired in
connection with the Recapitalization -- 95,044
Unsecured sterling loan notes 25,963 27,303
Peseta term loans 6,996 5,303
Obligations under capital leases (Note 10) 5,254 5,320
Old subordinated notes, retired in connection
with the Recapitalization -- 78,610
--------- ----------
401,444 211,580
Less- Current portion (28,400) (13,113)
--------- ----------
$ 373,044 $ 198,467
========= ==========
</TABLE>
SENIOR CREDIT FACILITY
In connection with the Recapitalization, French and certain of its direct and
indirect subsidiaries entered into a senior credit facility which provided for
total borrowings of up to $370.0 million, including (a) $105.0 million tranche A
term loan consisting of a $70.0 million U.S. dollar-denominated term loan and
pound sterling denominated term loans in an amount equal to the pound sterling
equivalent of U.S. $35.0 million, (b) a $190.0 million tranche B term loan, and
(c) a $75.0 million revolving credit facility. In May 1999, approximately $2.5
million of borrowings under the tranche A term loan and $37.5 million of
borrowings under the tranche B term loan were repaid with proceeds from the
offering of the Subordinated Notes (Note 5).
On October 15, 1999 in connection with the acquisition of Nelson (Note 6), the
Company amended and restated its senior credit facility to provide for $100.0
million of additional borrowings consisting of an increase of $85 million in the
tranche A term loan and an increase of $15 million in the revolving credit loan.
As of December 31, 1999, the total borrowing availability under the revolving
credit loan was $37.5 million. As of December 31, 1999, the Company had
outstanding standby letters of credit of $29.3 million which expire through
January, 2003. Borrowings under the tranche A and tranche B term loans are
payable in quarterly installments. In addition, beginning with the year ending
December 31, 2000, the Company is required to make mandatory prepayments of
borrowings under the tranche A and tranche B term loans based on excess cash
flow, as defined.
-13-
<PAGE> 48
The senior credit agreement requires the Company to maintain certain financial
ratios including minimum liquidity and interest coverage. The senior credit
agreement also limits capital expenditures and dividends. The Company was in
compliance with all covenants as of December 31, 1999. Borrowings under the
senior credit facility are secured by all of the assets of French and its
domestic subsidiaries and are guaranteed by all of French's domestic
subsidiaries (Guarantors).
In connection with the repayment of borrowings under the old credit facility on
the date of the Recapitalization, the Company wrote off unamortized debt issue
costs of approximately $9.4 million. The write off, net of income taxes, is
included as an extraordinary loss in the accompanying statement of operations
for the year ended December 31, 1999.
PESETA TERM LOANS
Upon the acquisition of Ansola, the Company assumed peseta term loans under
agreements with a number of Spanish banks. The loans were used by Ansola to
finance capital expenditures and generally have restrictions that require
approval prior to the disposal of assets. The loans have various payment terms
and maturity dates from 2000 through 2005. The effective interest rate in 1999
was approximately 4.7%.
UNSECURED STERLING LOAN NOTES
In conjunction with the acquisition of JLF UK, unsecured Sterling loan notes
were issued in exchange for certain shares acquired by the Company. The notes
bear interest at 1% below LIBOR, with a minimum of 6.75% and are payable in
January 2003. The applicable interest rate was 6.75% at December 31, 1999. Each
note holder may, as provided by British regulations, exercise an annual option
to have the Company redeem the notes in the amount of (pound)10,000. Under this
provision $1.4 million is classified as a current portion of long-term debt.
AGGREGATE MATURITIES
The aggregate maturities of long-term debt, including obligations under capital
leases, for each of the five years subsequent to December 31, 1999 are as
follows (in thousands):
<TABLE>
<CAPTION>
Amount
---------
<S> <C>
2000 $ 28,400
2001 35,122
2002 39,603
2003 68,086
2004 47,259
2005 and thereafter 182,974
---------
$ 401,444
=========
</TABLE>
5. SUBORDINATED DEBT:
SUBORDINATED NOTES
In connection with the Recapitalization, the Company borrowed $130 million
pursuant to an interim financing facility. The interim facility matured on
October 21, 2008 and interest was payable monthly at 11.35%. In May 1999, the
Company completed an offering of $175.0 million of 11 1/2% Senior Subordinated
Notes due 2009 (Subordinated Notes). Net proceeds of the offering, approximately
$169.6 million, combined with $0.4 million of cash were used to retire all of
the borrowings under the interim financing facility, $2.5 million of borrowings
under the tranche A term loan and $37.5 million of borrowings under the tranche
B term loan.
-14-
<PAGE> 49
The Company wrote off approximately $4.1 million of unamortized debt issue costs
related to the interim financing facility. The write off, net of income taxes,
is included in the extraordinary loss in the accompanying statement of
operations for the year ended December 31, 1999.
CONVERTIBLE SUBORDINATED NOTE
In connection with the acquisition of Nelson (Note 6), the Company borrowed $30
million pursuant to a convertible subordinated note issued to Tower Automotive,
Inc. ("Convertible Note"). Borrowings under the Convertible Note are
subordinated to all other indebtedness of the Company. The Convertible Note
bears interest at 7.5% payable semi-annually, matures on October 15, 2009 and is
convertible anytime, at the option of the holder, into 5,088 shares of Class A
common stock.
6. ACQUISITIONS:
In January 1998, the Company acquired 100% of the outstanding common stock of
JLF UK for approximately $54.0 million in cash, including certain transaction
costs, plus unsecured sterling loan notes issued to certain electing
shareholders in the amount of $26.4 million. In April 1998, the Company acquired
100% of the outstanding common stock of Ansola for approximately $20.8 million
in cash, including certain transaction costs.
In August 1999, the Company formed JLF Mexico to acquire Inyecta Alum, a Mexican
supplier of aluminum die castings, for an aggregate purchase price of $14.9
million. This acquisition was financed with cash on hand and available
borrowings under the Company's revolving credit facility.
In October 1999, the Company acquired all of the outstanding stock of Nelson for
an aggregate purchase price of $179.8 million, including transaction costs.
Nelson is a full service supplier of medium and large aluminum die castings for
the automotive industry, with manufacturing facilities in Grandville, Michigan
and Glasgow, Kentucky. In connection with the acquisition of Nelson, the Company
(i) amended and restated its senior credit facility to provide for additional
borrowings of $100.0 million; (ii) borrowed $30.0 million from Tower Automotive,
Inc. pursuant to the Convertible Note; and (iii) issued 8,309.66 shares of its
common stock for total consideration of $35 million.
The acquisitions noted above have been accounted for using the purchase method
of accounting and, accordingly, the assets acquired and liabilities assumed have
been recorded at their fair value as of the respective dates of acquisition. The
excess of the purchase price over the fair value of the assets acquired and
liabilities assumed has been recorded as goodwill.
The assets acquired and liabilities assumed for JLF Mexico and Nelson have been
recorded based upon preliminary estimates of fair value as of the dates of
acquisition. The Company does not believe the final allocation of purchase price
will be materially different from preliminary allocations. Any changes to the
preliminary estimates will be reflected as adjustments to goodwill. Results of
operations for these acquisitions have been included in the accompanying
consolidated financial statements since the respective dates of the acquisition.
-15-
<PAGE> 50
The following unaudited consolidated pro forma results of operations for the
years ended December 31, 1999 and 1998 give effect to (i) the acquisitions of
JLF UK, Ansola, JLF Mexico and Nelson, (ii) the Recapitalization, and (iii) the
subordinated note offering as if such transactions had occurred at the beginning
of the period (in thousands):
<TABLE>
<CAPTION>
Pro Forma for the Years
Ended December 31
------------------------
1999 1998
---------- ---------
<S> <C> <C>
Revenues $ 506,061 $ 394,099
Operating income 58,432 17,750
Net income (loss) before extraordinary item 6,037 (21,182)
</TABLE>
The unaudited pro forma consolidated financial information does not purport to
represent what the Company's financial position or results of operations would
actually have been if these transactions had occurred at such dates or to
project the Company's future results of operations.
7. INCOME TAXES:
The provision (benefit) for income taxes consisted of the following (in
thousands):
<TABLE>
<CAPTION>
Years Ended December 31
-------------------------------
1999 1998 1997
-------- ------ ------
<S> <C> <C> <C>
Current $(1,624) $7,199 $5,564
Deferred 1,029 1,100 (610)
-------- ------ ------
Total $ (595) $8,299 $4,954
======== ====== ======
</TABLE>
A summary of deferred income tax assets and liabilities is as follows (in
thousands):
<TABLE>
<CAPTION>
December 31
------------------------
1999 1998
--------- --------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ 798 $ 456
Inventories 76 212
Vacation accruals 373 138
Employee benefit plans 2,152 512
Amortization of intangible assets 8,299 9,212
Loss contracts 9,120 --
State tax credit and net operating loss carryforwards 1,480 584
Federal net operating loss carryforwards 10,902 --
--------- --------
Total deferred tax assets 33,200 11,114
Deferred tax liabilities--depreciation (7,311) (13,288)
Valuation allowance (1,131) --
--------- --------
Net deferred tax assets (liabilities) $ 24,758 $ (2,174)
========= ========
</TABLE>
Management has established valuation allowances for a portion of the state tax
credit and state net operating loss carryforwards and a portion of the foreign
net operating loss carryforwards as management is unable to conclude that it is
more probable than not that sufficient taxable income will be generated in the
necessary jurisdictions to fully realize these tax benefits.
-16-
<PAGE> 51
A reconciliation of income taxes computed at the statutory rates to the reported
income tax provisions is as follows:
<TABLE>
<CAPTION>
Years Ended December 31
-----------------------------
1999 1998 1997
------- ------ ------
<S> <C> <C> <C>
Federal provision (benefit) at statutory rates (35.0)% 35.0% 35.0%
State tax provision, net of federal benefit (9.2) 5.4 4.4
Non-deductible goodwill 11.0 -- --
Non-deductible net operating loss carryforwards 18.3 -- --
Other, net 5.3 0.2 (0.3)
---- ---- ----
(9.6)% 40.6% 39.1%
==== ==== ====
</TABLE>
The Company has approximately $800,000 of state tax credit carryforwards which
expire in 2014, $32 million of state net operating loss carryforwards which
expire between 2011 and 2014, $1 million of foreign net operating loss
carryforwards which expire in 2014 and $31 million of federal net operating loss
carryforwards which expire in 2019.
8. GEOGRAPHIC AND PRODUCT LINE INFORMATION:
The Company designs and manufactures aluminum die cast components and assemblies
for the global automotive industry and operates in a single reportable business
segment, automotive products. The Company internally evaluates its business
principally based upon critical performance measures established by the Company;
because of similar economic characteristics of the operations, including the
nature of products, production process and customers, those operations have been
aggregated following the provisions of SFAS No. 131 for segment reporting
purposes.
The following is a summary of sales, based on location of production, and
long-lived assets by geographic location (in thousands):
<TABLE>
<CAPTION>
Years Ended December 31
--------------------------------------------------
1999 1998
--------------------- ----------------------
Long- Long-
Lived Lived
Sales Assets Sales Assets
-------- -------- -------- --------
<S> <C> <C> <C> <C>
North America $265,520 $154,324 $180,140 $ 79,703
Europe 86,309 66,843 74,203 67,802
-------- -------- -------- --------
$351,829 $221,167 $254,343 $147,505
======== ======== ======== ========
</TABLE>
Sales to customers in various geographic locations were as follows (in
thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
North America $ 246,797 $ 158,523 $ 135,998
Europe 104,451 93,121 23,812
Other foreign locations 581 2,699 1,945
---------- ---------- ----------
$ 351,829 $ 254,343 $ 161,755
========== ========== ==========
</TABLE>
-17-
<PAGE> 52
The Company sells its products directly to automobile manufacturers. Customers
that accounted for a significant portion of consolidated sales for each of the
three years in the period ended December 31, 1999 were as follows:
<TABLE>
<CAPTION>
Years Ended
December 31
-----------------------
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Ford 54% 58% 60%
GM 28 20 39
</TABLE>
As of December 31, 1999 and 1998, receivables from these customers represented
69% and 68% of total accounts receivable, respectively.
9. EMPLOYEE BENEFIT PLANS:
The Company has a noncontributory defined contribution retirement plan covering
certain U.S. employees after one year of service. Under the terms of the plan,
contributions made by the Company are based on the number of hours worked by
each participant. The Company's contribution for 1997 was at the rate of 70
cents per hour of qualified service, which increased to 85 cents in 1998, and
increased to $1.00 in 1999. The contribution for the years ended December 31,
1999, 1998 and 1997 was $1.7 million, $1.2 million and $926,000, respectively.
The Company also sponsors a 401(k) savings plan covering substantially all U.S.
employees. Company contributions are not provided under the 401(k) plan.
The Company sponsors a defined benefit pension plan covering certain employee
groups at JLF UK and Nelson. The Company's policy is to fund the amounts which
are actuarially determined and as required by applicable law. In addition, the
Company has a postretirement medical benefit plan for certain employee groups
and has recorded a liability for its estimated obligation under that plan. The
Company has the right to modify or terminate certain of these benefits in the
future.
-18-
<PAGE> 53
The change in benefit obligation and plan assets consisted of the following (in
thousands):
<TABLE>
<CAPTION>
Postretirement
Benefits
Pension Benefits Other Than
as of December 31, Pensions as of
------------------ December
Change in Benefit Obligation 1999 1998 1999
---------------------------- ---- ---- ----
<S> <C> <C> <C>
Benefit obligation at beginning of period $ 32,876 $ 25,402 $ --
Service cost 1,868 1,827 39
Interest cost 1,893 1,983 65
Actuarial loss -- 4,557 --
Plan participants' contributions 611 627 --
Acquisition of Nelson 4,832 -- 5,554
Benefits paid (1,218) (1,520) (52)
-------- -------- ---------
Benefit obligation at the end of the year $ 40,862 $ 32,876 $ 5,606
======== ======== =========
Change in Plan Assets
---------------------
Fair value of plan assets at beginning of period $ 24,755 $ 21,711 $ --
Actual return on plan assets 5,838 2,532 --
Employer contributions 1,785 1,505 52
Plan participants' contributions 611 592 --
Acquisition of Nelson 4,948 -- --
Benefits paid (1,218) (1,585) (52)
-------- -------- ---------
Fair value of plan assets at the end of the year $ 36,719 $ 24,755 $ --
======== ======== =========
</TABLE>
The funded status of the Company's plans is as follows (amounts in thousands):
<TABLE>
<CAPTION>
Postretirement
Benefits
Pension Benefits Other Than
As of December 31, Pensions as of
-------------------------- December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Funded status $ (4,143) $ (8,120) $ --
Unrecognized actuarial loss 2,373 6,132 --
Acquisition of Nelson -- -- 5,606
--------- --------- --------
Accrued benefit cost $ (1,770) $ (1,988) $ 5,606
========= ========= ========
</TABLE>
The following assumptions were used to account for the plan assets:
<TABLE>
<CAPTION>
Postretirement
Benefits
Pension Benefits for the Other Than
Years Ended December 31, Pensions as of
------------------------------ December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Discount rate 5.5-7.0% 5.5% 7.00%
Expected return on plan assets 8.0-9.0% 9.0% --
Rate of compensation increase 0.0-4.0% 4.0% --
</TABLE>
-19-
<PAGE> 54
The components of net periodic benefit costs are as follows (in thousands):
<TABLE>
<CAPTION>
Postretirement
Benefits
Years Ended Other Than
December 31, Pensions as of
----------------------- December 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Service cost $ 1,868 $ 1,827 $ 39
Interest cost 1,893 1,983 65
Expected return on plan assets (2,237) (1,976) --
Other 185 -- --
-------- -------- ------
Net periodic benefit costs $ 1,709 $ 1,834 $ 104
======== ======== ======
</TABLE>
Assumed health care cost trend rates have a significant effect on the amounts
reported for the postretirement medical benefit plans. A one percentage point
change in assumed health care cost trend rates would have the following effects
(in thousands):
<TABLE>
<CAPTION>
One Percentage One Percentage
Point Increase Point Decrease
-------------- --------------
<S> <C> <C>
Effect on total of service and interest cost components $ 1 $ (1)
====== =======
Effect on the postretirement benefit obligation $ 56 $ (56)
====== =======
</TABLE>
10. LEASES:
The Company is obligated at December 31, 1999 under various capital leases for
certain machinery and equipment, including vehicles, that expire at various
dates through 2004. Amortization of assets held under capital leases is included
in depreciation expense.
The Company also leases buildings, vehicles, machinery and equipment under
noncancelable operating leases expiring on various dates through 2013. Total
rent expense from operating leases, including month-to-month leases, was $1.1
million, $852,000 and $252,000 for the years ended December 31, 1999, 1998 and
1997, respectively.
-20-
<PAGE> 55
Aggregate future minimum lease payments as of December 31, 1999 relating to
capital leases and noncancelable operating leases with an initial term in excess
of one year are as follows (in thousands):
<TABLE>
<CAPTION>
Capital Operating
Leases Leases
--------- ---------
<S> <C> <C>
2000 $ 1,888 $ 603
2001 1,300 438
2002 1,095 142
2003 892 21
2004 442 --
Thereafter 441 --
------ ------
Total minimum lease payments 6,058 $1,204
======
Less- Amount representing interest (rates from 4% to 8%) 804
------
Present value of net minimum capital lease payments 5,254
Less- Current installments of obligations under capital leases 1,563
------
Obligations under capital leases, excluding current
installments $3,691
======
</TABLE>
11. RELATED-PARTY TRANSACTIONS:
The Company paid approximately $333,000 for management, financial and
administrative services to Hidden Creek for the year ended December 31, 1999. In
addition, Hidden Creek received fees for the consummation of the
Recapitalization, the offering of the Subordinated Notes and the acquisition of
Nelson in the aggregate amount of approximately $5.3 million for services
provided in structuring, negotiating and financing these transactions.
The Company paid $325,000 and $200,000 of financial advisory fees to Windward
Capital Partners, L.P., an entity affiliated through common ownership, in the
years ended December 31, 1998 and 1997, respectively.
12. FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS:
The carrying amount of cash and cash equivalents, accounts receivable, accounts
payable, accrued liabilities and the revolving credit facilities approximate
fair value, because of the short maturity of these instruments. The fair value
of long-term debt is based on quoted market prices for the same or similar
issues or on the current rates offered to the Company for a term equal to the
same remaining maturities. As of December 31, 1999 and 1998, the fair value of
the Company's long-term debt was determined to be the same as the carrying
amount.
The Company used derivative financial instruments for the purpose of reducing
its exposure to adverse fluctuations in foreign exchange rates during the year
ended December 31, 1998. Off-balance-sheet derivative financial instruments as
of December 31, 1998 consisted of foreign currency forward contracts to sell
pesetas with a notional value of approximately $19.1 million and a fair value of
approximately $70,000. The fair value was based on quoted market prices. No such
contracts were outstanding as of December 31, 1999.
-21-
<PAGE> 56
13. QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is a condensed summary of actual quarterly results of
operations for 1999 and 1998 (in thousands):
<TABLE>
<CAPTION>
GROSS OPERATING NET
SALES PROFIT INCOME INCOME (LOSS)
-------- -------- --------- ------------
<S> <C> <C> <C> <C>
1999:
First $ 75,304 $ 20,639 $ 12,925 $ 4,728
Second 78,164 21,644 (7,526) (17,895)
Third 75,251 16,972 8,069 (1,733)
Fourth 123,110 25,060 17,678 1,203
-------- -------- ------- --------
$351,829 $ 84,315 $ 31,146 $ (13,697)
======== ======== ======= ========
1998:
First $ 60,423 $ 16,416 $ 7,536 $ 1,299
Second 65,752 20,680 12,194 4,406
Third 59,743 14,716 6,375 (130)
Fourth 68,425 22,838 14,882 5,775
-------- -------- ------- --------
$254,343 $ 74,650 $40,987 $ 11,350
======== ======== ======= ========
</TABLE>
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR INFORMATION:
The following consolidating financial information presents balance
sheet, statement of operations and cash flow information related to the
Company's business. Each Guarantor is a direct wholly owned domestic subsidiary
of the Company and has fully and unconditionally guaranteed the 11 1/2% senior
subordinated notes issued by J.L. French Automotive Castings, Inc., on a joint
and several basis. The Non-Guarantor Companies are the Company's foreign
subsidiaries, which include JLF UK, Ansola and JLF Mexico. Separate financial
statements and other disclosures concerning the Guarantors have not been
presented because management believes that such information is not material to
investors. As all subsidiaries of the Company were Guarantors in 1997, separate
consolidating guarantor and non-guarantor financial statements have not been
presented for such year.
-22-
<PAGE> 57
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.L. FRENCH
AUTOMOTIVE NON-
CASTINGS, GUARANTOR GUARANTOR
INC. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ -- $262,757 $ 89,072 $ -- $351,829
Cost of sales -- 194,757 72,757 -- 267,514
--------- -------- -------- -------- --------
Gross profit -- 68,000 16,315 -- 84,315
Selling, general and
administrative expenses 549 8,747 10,281 -- 19,577
Recapitalization expense 4,413 16,793 1,219 -- 22,425
Amortization of intangible
assets 27 10,246 894 -- 11,167
--------- -------- -------- -------- --------
Operating income (4,989) 32,214 3,921 -- 31,146
Interest expense 14,960 16,372 5,994 -- 37,326
--------- -------- -------- -------- --------
Income before income taxes,
equity in earnings (losses) of
subsidiaries and extra-
ordinary loss (19,949) 15,842 (2,073) -- (6,180)
Provision (benefit) for income
taxes (1,921) 1,525 (199) -- (595)
Equity in earnings (losses)
of subsidiaries 8,417 -- -- (8,417) --
--------- -------- -------- -------- --------
Income (loss) before
extraordinary item (9,611) 14,317 (1,874) (8,417) (5,585)
Extraordinary loss 4,086 4,026 -- -- 8,112
--------- -------- -------- -------- --------
Net income (loss) $ (13,697) $ 10,291 $ (1,874) $ (8,417) $(13,697)
========= ======== ======== ======== ========
</TABLE>
-23-
<PAGE> 58
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.L. FRENCH
AUTOMOTIVE NON-
CASTINGS, GUARANTOR GUARANTOR
INC. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
---------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (13,697) $ 10,291 $ (1,874) $ (8,417) $ (13,697)
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities -
Depreciation and amortization 27 26,979 9,689 -- 36,695
Other non-cash items 6,982 2,667 (338) -- 9,311
Earnings of subsidiaries (8,417) -- -- 8,417 --
Changes in other operating
activities (154,517) 124,654 17,086 -- (12,777)
---------- --------- --------- ---------- ----------
Net cash provided by (used
for) operating activities (169,622) 164,591 24,563 -- 19,532
---------- --------- --------- ---------- ----------
INVESTING ACTIVITIES:
Acquisitions, net (189,909) (174,951) (14,864) 189,909 (189,815)
Capital expenditures, net -- (22,502) (10,503) -- (33,005)
---------- --------- --------- ---------- ----------
Net cash provided by (used
for) investing activities (189,909) (197,453) (25,367) 189,909 (222,820)
---------- --------- --------- ---------- ----------
FINANCING ACTIVITIES:
Borrowings on revolving credit
facilities 15,100 1,000 33,640 -- 49,740
Repayments on revolving
credit facilities -- (16,000) (39,403) -- (55,403)
Long-term borrowings 697,491 -- 22,352 -- 719,843
Repayment of long-term
borrowings (170,000) (126,648) (27,579) -- (324,227)
Other financing activities (20,940) (36) (2,634) -- (23,610)
Recapitalization (360,339) -- -- -- (360,339)
Capital investment 198,589 174,951 14,958 (189,909) 198,589
---------- --------- --------- ---------- ----------
Net cash provided by
(used for) financing
activities 359,901 33,267 1,334 (189,909) 204,593
---------- --------- --------- ---------- ----------
EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS -- -- (533) -- (533)
---------- --------- --------- ---------- ----------
NET CHANGE IN CASH
AND CASH EQUIVALENTS 370 405 (3) -- 772
CASH AND CASH
EQUIVALENTS:
Beginning of period 22 260 3,846 -- 4,128
---------- --------- --------- ---------- ----------
End of period $ 392 $ 665 $ 3,843 $ -- $ 4,900
========== ========= ========= ========== ==========
</TABLE>
-24-
<PAGE> 59
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
CONSOLIDATING BALANCE SHEETS FOR THE YEAR ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.L. FRENCH
AUTOMOTIVE NON-
CASTINGS, GUARANTOR GUARANTOR
INC. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- --------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Assets
- --------------------------------
Current assets:
Cash and cash equivalents $ 392 $ 665 $ 3,843 $ -- $ 4,900
Accounts receivable, net -- 58,676 23,773 -- 82,449
Inventories -- 28,225 8,754 -- 36,979
Customer tooling-in-progress -- 6,881 3,418 -- 10,299
Other current assets (3,882) 10,655 2,261 -- 9,034
-------- -------- -------- --------- --------
Total current assets (3,490) 105,102 42,049 -- 143,661
Property, plant and equipment,
net -- 145,664 75,503 -- 221,167
Investment in subsidiaries 336,324 -- -- (336,324) --
Intangible and other assets 30,558 232,237 67,611 -- 330,406
-------- -------- -------- --------- --------
$363,392 $483,003 $185,163 $(336,324) $695,234
======== ======== ======== ========= ========
Liabilities and Stockholders'
Investment
- --------------------------------
Current liabilities:
Accounts payable $ -- $ 35,255 $ 21,478 $ (272) $ 56,461
Accrued liabilities 7,556 29,640 6,238 -- 43,434
Current portion of long-
term debt 21,689 126 6,585 -- 28,400
-------- -------- -------- --------- --------
Total current liabilities 29,245 65,021 34,301 (272) 128,295
-------- -------- -------- --------- --------
Long-term debt 520,934 1,104 56,006 -- 578,044
Other current liabilities 4,366 18,994 7,128 -- 30,488
Inter-company (149,857) 113,000 36,585 272 --
-------- -------- -------- --------- --------
Total liabilities 404,688 198,119 134,020 -- 736,827
Stockholders' investment:
Common stock -- -- -- -- --
Additional paid-in capital 42,589 259,808 52,975 (312,783) 42,589
Retained earnings (82,824) 25,112 (1,571) (23,541) (82,824)
Accumulated and other
comprehensive income (1,061) (36) (261) -- (1,358)
-------- -------- -------- --------- --------
Total stockholders' investment (41,296) 284,884 51,143 (336,324) (41,593)
-------- -------- -------- --------- --------
$363,392 $483,003 $185,163 $(336,324) $695,234
======== ======== ======== ========= ========
</TABLE>
-25-
<PAGE> 60
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.L. FRENCH
AUTOMOTIVE NON-
CASTINGS, GUARANTOR GUARANTOR
INC. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ -- $180,140 $ 74,203 $ -- $254,343
Cost of sales -- 124,580 55,113 -- 179,693
-------- -------- --------- --------- --------
Gross profit -- 55,560 19,090 -- 74,650
Selling, general and
administrative expenses 193 6,817 9,792 -- 16,802
Amortization of intangible
assets 20 15,234 1,607 -- 16,861
-------- -------- --------- --------- --------
Operating income (213) 33,509 7,691 -- 40,987
Interest expense (32) 13,896 6,669 -- 20,533
-------- -------- --------- --------- --------
Income before income taxes,
equity in earnings (losses) of
subsidiaries and extra-
ordinary loss (181) 19,613 1,022 -- 20,454
Provision (benefit) for income
taxes (65) 7,649 715 -- 8,299
Equity in earnings (losses)
of subsidiaries 11,466 -- -- (11,466) --
-------- -------- --------- --------- --------
Income before extraordinary
loss 11,350 11,964 307 (11,466) 12,155
Extraordinary loss -- 805 -- -- 805
-------- -------- --------- --------- --------
Net income (loss) $ 11,350 $ 11,159 $ 307 $ (11,466) $ 11,350
======== ======== ========= ========= ========
</TABLE>
-26-
<PAGE> 61
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.L. FRENCH
AUTOMOTIVE NON-
CASTINGS, GUARANTOR GUARANTOR
INC. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 11,350 $ 11,159 $ 307 $ (11,466) $ 11,350
Adjustments to reconcile net
income (loss) to net cash
provided by operating
activities -
Depreciation and amortization 20 27,933 8,084 -- 36,037
Other non-cash items 104 1,527 743 -- 2,374
Earnings of subsidiaries (11,466) -- -- 11,466 --
Changes in other operating
activities 6,743 (29,055) 11,392 214 (10,706)
--------- --------- --------- --------- ---------
Net cash provided by
operating activities 6,751 11,564 20,526 214 39,055
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES:
Acquisitions, net (38,965) -- (74,085) 38,272 (74,778)
Capital expenditures, net -- (26,033) (8,607) -- (34,640)
--------- --------- --------- --------- ---------
Net cash provided by (used
for) investing activities (38,965) (26,033) (82,692) 38,272 (109,418)
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES:
Borrowings on revolving credit
facilities -- 56,300 140,973 -- 197,273
Repayments on revolving
credit facilities -- (41,300) (138,570) -- (179,870)
Long-term borrowings -- 45,000 29,474 -- 74,474
Repayment of long-term
borrowings -- (59,625) (4,532) -- (64,157)
Other financing activities (4,243) -- -- -- (4,243)
Capital investment 36,395 -- 38,018 (38,019) 36,394
--------- --------- --------- --------- ---------
Net cash provided by
(used for) financing
activities 32,152 375 65,363 (38,019) 59,871
--------- --------- --------- --------- ---------
EFFECT OF EXCHANGE
RATE CHANGES ON CASH
AND CASH EQUIVALENTS -- -- 649 (467) 182
--------- --------- --------- --------- ---------
NET CHANGE IN CASH
AND CASH EQUIVALENTS (62) (14,094) 3,846 -- (10,310)
CASH AND CASH
EQUIVALENTS:
Beginning of period 84 14,354 -- -- 14,438
--------- --------- --------- --------- ---------
End of period $ 22 $ 260 $ 3,846 $ -- $ 4,128
========= ========= ========= ========= =========
</TABLE>
-27-
<PAGE> 62
14. CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (CONTINUED):
J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
CONSOLIDATING BALANCE SHEETS FOR THE YEAR ENDED DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
J.L. FRENCH
AUTOMOTIVE NON-
CASTINGS, GUARANTOR GUARANTOR
INC. COMPANIES COMPANIES ELIMINATIONS CONSOLIDATED
----------- --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Assets
- -------------------------------
Current assets:
Cash and cash equivalents $ 22 $ 260 $ 3,846 $ -- $ 4,128
Accounts receivable, net -- 34,897 20,345 -- 55,242
Inventories -- 9,712 7,365 -- 17,077
Customer tooling-in-progress -- 2,335 5,678 -- 8,013
Other current assets -- 1,470 559 -- 2,029
--------- --------- --------- --------- ---------
Total current assets 22 48,674 37,793 -- 86,489
--------- --------- --------- --------- ---------
Property, plant and equipment,
net -- 79,703 67,802 147,505
Investment in subsidiaries 138,003 -- -- (138,003) --
Intangible and other assets 3,226 99,469 68,104 -- 170,799
--------- --------- --------- --------- ---------
$ 141,251 $ 227,846 $ 173,699 $(138,003) $ 404,793
========= ========= ========= ========= =========
Liabilities and Stockholders'
Investment
- -------------------------------
Current liabilities:
Accounts payable $ -- $ 11,257 $ 21,453 $ -- $ 32,710
Accrued liabilities 498 8,792 9,143 -- 18,433
Current portion of long-
term debt -- 6,000 7,113 -- 13,113
--------- --------- --------- --------- ---------
Total current liabilities 498 26,049 37,709 -- 64,256
--------- --------- --------- --------- ---------
Long-term debt -- 129,234 69,233 -- 198,467
Other current liabilities 104 (3,090) 8,151 -- 5,165
Inter-company 5,174 (24,025) 18,644 207 --
--------- --------- --------- --------- ---------
Total liabilities 5,776 128,168 133,737 207 267,888
--------- --------- --------- --------- ---------
Convertible Redeemable Series
A preferred stock 12,217 -- -- -- 12,217
Common stock -- -- -- -- --
Additional paid-in capital 109,034 84,857 38,018 (122,875) 109,034
Retained earnings 14,224 14,821 307 (15,128) 14,224
Accumulated and other
comprehensive income -- -- 1,637 (207) 1,430
--------- --------- --------- --------- ---------
Total stockholders' investment 123,258 99,678 39,962 (138,210) 124,688
--------- --------- --------- --------- ---------
$ 141,251 $ 227,846 $ 173,699 $(138,003) $ 404,793
========= ========= ========= ========= =========
</TABLE>
-28-
<PAGE> 63
J.L. FRENCH AUTOMOTIVE CASTINGS, INC. AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
<TABLE>
<CAPTION>
For the Years Ended December 31,
-------------------------------------------
1999 1998 1997
-------------------------------------------
ALLOWANCE FOR DOUBTFUL ACCOUNTS:
<S> <C> <C> <C>
Balance, at beginning of year $1,353 $553
Additions charged to income
Write-offs, net of recoveries
-------------------------------------------
Balance, at end of year $2,624 $1,353 $553
===========================================
RESERVE FOR LOSS CONTRACTS:
Balance, at beginning of year $0 $0 $0
Additions charged to income 0 0 0
Other additions (1) 27,632 0 0
Utilizations (3,000) 0 0
-------------------------------------------
Balance, at end of year $24,632 $0 $0
===========================================
</TABLE>
Notes:
(1) Liabilities were assumed in the acquisition of Nelson Metal Products
Corporation
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001091601
<NAME> J.L. FRENCH AUTOMOTIVE CASTINGS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,900
<SECURITIES> 0
<RECEIVABLES> 85,073
<ALLOWANCES> (2,624)
<INVENTORY> 36,979
<CURRENT-ASSETS> 143,661
<PP&E> 282,636
<DEPRECIATION> (61,469)
<TOTAL-ASSETS> 695,234
<CURRENT-LIABILITIES> 128,295
<BONDS> 175,000
0
0
<COMMON> 0
<OTHER-SE> (41,593)
<TOTAL-LIABILITY-AND-EQUITY> 695,234
<SALES> 351,829
<TOTAL-REVENUES> 351,829
<CGS> 267,514
<TOTAL-COSTS> 267,514
<OTHER-EXPENSES> 53,169
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 37,326
<INCOME-PRETAX> (6,180)
<INCOME-TAX> (595)
<INCOME-CONTINUING> (5,585)
<DISCONTINUED> 0
<EXTRAORDINARY> (8,112)
<CHANGES> 0
<NET-INCOME> (13,697)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
