<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 23, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JANUARY 3, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 0-21362
------------------------
HARVARD INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 21-0715310
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3 WERNER WAY 08833
LEBANON, NEW JERSEY (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(908) 437-4100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /x/ No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes /x/ No / /
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of Registrant's Common Stock, as of
February 16, 1999, was 8,240,295.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
HARVARD INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Balance Sheets
January 3, 1999 (Unaudited) Post-Confirmation
And September 30, 1998 (Audited) Pre-Confirmation....................................................... 3
Consolidated Statements of Operations (Unaudited)
One Month-Ended January 3, 1999 (Post-Confirmation),
Three Months Ended December 31, 1997
And Two Months Ended November 29, 1998 (Pre-Confirmation)............................................... 4
Consolidated Statements of Cash Flows (Unaudited)
One Month Ended January 3, 1999 (Post-Confirmation),
Three Months Ended December 31, 1997
And Two Months Ended November 29, 1998 (Pre-Confirmation)............................................... 5
Notes to Consolidated Financial Statements--(Unaudited)................................................... 6-19
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 20-23
PART II. OTHER INFORMATION:
Item 5. Other Information................................................................................. 24
Item 6. Exhibits and Reports on Form 8-K.................................................................. 25
SIGNATURES................................................................................................ 26
</TABLE>
2
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
JANUARY 3, 1999 (UNAUDITED) (POST-CONFIRMATION)
AND SEPTEMBER 30, 1998 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
PRE-CONFIRMATION POST-CONFIRMATION
---------------- -----------------
JANUARY 3,
SEPTEMBER 30, 1999
1998 (UNAUDITED)
---------------- -----------------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................................. $ 11,624 $ 7,319
Accounts receivable, net................................................... 57,046 48,030
Inventories................................................................ 26,646 32,269
Prepaid expenses and other current assets.................................. 5,701 6,837
-------- ---------
Total current assets.................................................. 101,017 94,455
Property, plant and equipment, net........................................... 122,579 123,561
Intangible assets, net....................................................... 2,833 309,669
Other assets, net............................................................ 24,552 5,535
-------- ---------
Total assets.......................................................... $250,981 $ 533,220
-------- ---------
-------- ---------
LIABILITIES AND SHAREHOLDERS' (DEFICIENCY) EQUITY
Current liabilities:
Current portion of Debtor-in-Possession (DIP) loans........................ $ 39,161 $ --
Creditors subordinated term loan........................................... 25,000 --
Short-term borrowings...................................................... 6,666
Current portion of long-term debt.......................................... -- 1,000
Accounts payable........................................................... 25,098 40,654
Accrued expenses........................................................... 93,337 61,364
Income taxes payable....................................................... 8,445 7,602
-------- ---------
Total current liabilities............................................. 191,041 117,286
Liabilities subject to compromise............................................ 385,665 --
Long-term debt............................................................... -- 73,750
Postretirement benefits other than pensions.................................. 95,515 95,466
Other........................................................................ 63,353 77,566
-------- ---------
Total liabilities..................................................... 735,574 364,068
Commitments and Contingencies................................................ -- --
14 1/4% Pay-In-Kind Exchangeable Preferred Stock, (includes
$10,142 of undeclared accrued dividends)................................... 124,637 --
Shareholders' (deficiency) equity:
Common stock $.01 par value; 15,000,000 shares authorized 7,026,437 shares
issued and outstanding; at September 30, 1998 and 50,000,000 shares
authorized; 8,240,295 shares issued and outstanding; at January 3,
1999.................................................................... 70 82
Additional paid-in capital................................................. 32,134 174,918
Additional minimum pension liability....................................... (8,902) --
Foreign currency translation adjustment.................................... (2,991) (851)
Accumulated (deficit) retained earnings.................................... (629,541) (4,997)
-------- ---------
Total shareholders' (deficiency) equity............................... (609,230) 169,152
-------- ---------
Total liabilities and shareholders' (deficiency) equity............... $250,981 $ 533,220
-------- ---------
-------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
ONE MONTH ENDED JANUARY 3, 1999 (POST-CONFIRMATION),
THREE MONTHS ENDED DECEMBER 31, 1997
AND TWO MONTHS ENDED NOVEMBER 29, 1998 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
POST-
PRE-CONFIRMATION CONFIRMATION
---------------------------- ------------
THREE MONTHS TWO MONTHS ONE MONTH
ENDED ENDED ENDED
DECEMBER 31, NOVEMBER 29, JANUARY 3,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Sales................................................................ $ 197,052 $ 89,050 $ 40,166
Cost of sales........................................................ 191,722 79,628 35,634
---------- ---------- ----------
Gross profit.................................................. 5,330 9,422 4,532
Selling, general and administrative expense.......................... 9,835 5,151 3,021
Amortization of intangible assets.................................... 396 264 5,232
Restructuring charges................................................ 5,000 -- --
Interest expense (contractual interest of $12,758 in 1997 and $6,931
for the two months ended November 29, 1998)........................ 3,853 1,636 991
Gain on sale of operations........................................... (11,354) -- --
Other (income) expense, net.......................................... 8 (34) (7)
---------- ---------- ----------
(Loss) income before reorganization items and income taxes........... (2,408) 2,405 (4,705)
Reorganization items................................................. 2,942 50,384 --
---------- ---------- ----------
Loss before income taxes and extraordinary item...................... (5,350) (47,979) (4,705)
---------- ---------- ----------
Provision for income taxes........................................... 169 584 292
---------- ---------- ----------
Loss before extraordinary item....................................... (5,519) (48,563) (4,997)
---------- ---------- ----------
Extraordinary item--gain on forgiveness of debt...................... -- (206,363) --
---------- ---------- ----------
Net (loss) income............................................. $ (5,519) $ 157,800 $ (4,997)
---------- ---------- ----------
---------- ---------- ----------
PIK Preferred Dividends and Accretion (contractual amount for the
three months ended December 31, 1997 was $4,763 and for the two
months ended November 29, 1998 was $3,219)......................... $ -- $ -- $ --
---------- ---------- ----------
---------- ---------- ----------
Net (loss) income attributable to common shareholders......... $ (5,519) $ 157,800 ($ 4,997)
---------- ---------- ----------
---------- ---------- ----------
Basic and diluted earnings per share:
Loss before extraordinary item................................ $ (0.79) $ (6.91) $ (0.61)
Income from extraordinary item....................................... -- 29.37 --
---------- ---------- ----------
Net (loss) income per share................................... $ (0.79) $ 22.46 $ (0.61)
---------- ---------- ----------
---------- ---------- ----------
Weighted average number of common shares outstanding................. 7,026,437 7,026,437 8,240,295
---------- ---------- ----------
---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
ONE MONTH ENDED JANUARY 3, 1999 (POST-CONFIRMATION),
THREE MONTHS ENDED DECEMBER 31, 1997
AND TWO MONTHS ENDED NOVEMBER 29, 1998 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
PRE-CONFIRMATION POST-CONFIRMATION
---------------------------- -----------------
THREE MONTHS TWO MONTHS ONE MONTH
ENDED ENDED ENDED
DECEMBER 31, NOVEMBER 29, JANUARY 3,
1997 1998 1999
------------ ------------ -----------------
<S> <C> <C> <C>
Cash flows related to operating activities:
Income (loss) from operations before reorganization items...... $ (2,577) $ 1,820 $ (4,997)
Add back (deduct) items not affecting cash and cash
equivalents:
Depreciation and amortization............................... 8,108 3,979 6,166
Gain on sale of operation................................... (11,354) -- --
Loss on disposition of property, plant and equipment........ 15 -- --
Postretirement benefits..................................... 1,475 -- --
Changes in operating assets and liabilities net of effects of
divestitures and reorganization items:
Accounts receivable............................................ 878 (15,077) 24,093
Inventories.................................................... 5,882 (1,168) (4,455)
Other current assets........................................... (1,234) 402 (1,538)
Accounts payable............................................... (27) 21,676 (6,120)
Accrued expenses and income taxes payable...................... 5,881 (23,745) (4,620)
Other noncurrent............................................... 5,905 (1,412) (638)
-------- -------- ---------
Net cash provided by (used in) operations before reorganization
items.......................................................... 12,952 (13,525) 7,891
Net cash used by reorganization items............................ (2,445) (4,018) (2,477)
-------- -------- ---------
Net cash provided by (used in) operations........................ 10,507 (17,543) 5,414
-------- -------- ---------
Cash flows related to investing activities:
Acquisition of property, plant and equipment................... (1,354) (2,856) (3,100)
Net proceeds from sale of operation.............................. 16,391 -- --
-------- -------- ---------
Net cash provided by (used in) investing activities.............. 15,037 (2,856) (3,100)
-------- -------- ---------
Cash flows related to financing activities:
Net borrowings (repayments) under DIP financing agreement...... (27,634) 1,062 --
Repayments of long-term debt................................... (391) -- --
Payment of EPA settlements..................................... (36) -- --
Net borrowings under financing/credit agreement................ -- 81,425 (9)
Retirement of DIP financing.................................... -- (40,360) --
Retirement of creditors unsecured term loan.................... -- (25,000) --
Deferred financing costs....................................... -- (3,338) --
-------- -------- ---------
Net cash (used in) provided by financing activities.............. (28,061) 13,789 (9)
-------- -------- ---------
Net (decrease) in cash and cash equivalents...................... (2,517) (6,610) 2,305
Cash and cash equivalents, beginning of period................... 9,212 11,624 5,014
-------- -------- ---------
Cash and cash equivalents, end of period......................... $ 6,695 $ 5,014 $ 7,319
-------- -------- ---------
-------- -------- ---------
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
HARVARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
1. BASIS OF PRESENTATION AND EMERGENCE FROM BANKRUPTCY:
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments and fresh start reporting
adjustments) considered necessary for a fair presentation have been included.
Operating results for the one month period ended January 3, 1999 are not
necessarily indicative of the results that may be expected for the period ending
September 30, 1999. The balance sheet at September 30, 1998 has been derived
from the audited financial statements at that date. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Company's annual report on Form 10-K for the year ended September 30, 1998.
On November 24, 1998 (the "Effective Date") the Company emerged from
Chapter 11 reorganization under the United States Bankruptcy Code. On the
effective date, pursuant to the Plan of Reorganization, substantially all
pre-petition unsecured debt at pre-reorganization Harvard was converted into
equity at post-reorganization Harvard in the form of common stock (the "New
Common Stock"). Each one hundred dollars ($100) of pre-petition debt allowed as
a claim by the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") is entitled to receive 2.6607 shares of New Common Stock.
Under the terms of the Plan of Reorganization, its First Amended Modified
Consolidated Plan under Chapter 11 of the Bankruptcy Code ("Plan of
Reorganization") holders of Harvard's Pay-In-Kind Exchangeable Preferred ("PIK
Preferred Stock") and holders of Harvard's existing common stock (the "Old
Common Stock") have each received warrants ("Warrants") to acquire, in the
aggregate, approximately 5% of the New Common Stock, with holders of PIK
Preferred Stock each receiving their pro rata share of 66.67% of the Warrants
and holders of the Old Common Stock each receiving their pro rata share of
33.33% of the Warrants. On the Effective Date, the Old Common Stock and PIK
Preferred Stock were canceled in their entirety.
In connection with its emergence from Chapter 11 bankruptcy proceedings,
the Company implemented "Fresh Start Reporting," as of November 29, 1998 (its
normal interim closing date), as set forth in Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the Bankruptcy Code"
(SOP 90-7), issued by the American Institute of Certified Public Accountants.
"Fresh Start Reporting" was required because there was more than a 50% change in
the ownership of the Company. Accordingly, all assets and liabilities were
restated to reflect their respective fair values. Consolidated financial
statement amounts of post-confirmation periods will be segregated by a black
line in order to signify that such consolidated statements of operations,
stockholders' equity (deficiency) and cash flows are those of a new reporting
entity and have been prepared on a basis not comparable to the pre-confirmation
periods. The Company, in accordance with SOP 90-7, has followed the accounting
and reporting guidelines for companies operating as debtor-in-possession since
its filing for bankruptcy protection on May 8, 1997 and until its emergence from
bankruptcy protection as described above.
The reorganization value of the Company was determined by management, with
assistance from independent financial professionals. The methodology employed
involved estimation of enterprise value (i.e., the market value of the Company's
debt and stockholders' equity which was determined to be $275,000), taking into
account a discounted cash flow analysis (EnterpriseValue). The discounted cash
flow analysis was based on five-year cash flow projections prepared by
management and average discount rates of 5.34 percent. The reorganization value
of the Company was determined to be $552,428 as of November 29, 1998
(Reorganization Value).
6
<PAGE>
HARVARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
1. BASIS OF PRESENTATION AND EMERGENCE FROM BANKRUPTCY:--(CONTINUED)
The reorganization value of the Company has been allocated to specific
asset categories as follows:
<TABLE>
<S> <C>
Current assets.............................................................................. $ 110,250
Property, plant and equipment............................................................... 121,516
Other noncurrent assets..................................................................... 5,761
Reorganization value in excess of amounts allocable to identifiable assets.................. 314,901
----------
$ 552,428
----------
----------
</TABLE>
Current assets have been recorded at their historical carrying values.
Property, plant and equipment have been recorded at their appraised value as
determined by an independent appraisal based on "orderly liquidation value,"
which assumes that the assets will be used for the purpose for which they were
designed and constructed. Property held for sale is valued at net realizable
value. Other noncurrent assets are stated at historical carrying values which
approximate fair value. The portion of the reorganization value which cannot be
attributed to specific tangible or identifiable intangible assets of the
reorganized Company has been reported as "Reorganization value in excess of
amounts allocable to identifiable assets." This intangible asset is being
amortized using the straight-line method over 5 years.
The effect of the Plan on the Company's consolidated balance sheet as of
November 29, 1998 was as follows:
<TABLE>
<CAPTION>
ADJUSTMENTS TO RECORD EFFECTS OF THE PLAN
--------------------------------------------------------------
PRE- POST-
CONFIRMATION CONFIRMATION
CONSOLIDATED REORGANIZATION FRESH START CONSOLIDATED
BALANCE SHEET ADJUSTMENTS ADJUSTMENTS BALANCE SHEET
------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Current assets................................ $ 110,250 $ -- $ -- $110,250
Property, plant and equipment, net............ 117,816 -- 3,700 121,516
Intangible assets, net........................ 2,569 -- (2,569) --
Other assets, net............................. 3,645 -- 2,116 5,761
Reorganization value in excess of amounts
allocable to identifiable assets............ -- -- 314,901 314,901
--------- -------- -------- --------
$ 234,280 $ -- $318,148 $552,428
--------- -------- -------- --------
--------- -------- -------- --------
Current liabilities........................... $ 193,973 $ -- $(71,155) $122,818
Liabilities subject to compromise............. 381,363 (381,363) -- --
Long-term debt................................ 200 -- 81,225 81,425
Postretirement benefits other than
pension..................................... 95,466 -- -- 95,466
Other......................................... 77,719 -- -- 77,719
14 1/4% PIK exchangeable preferred stock...... 124,637 (124,637) --
Common stock.................................. 70 82 (70) 82
Additional paid-in capital.................... 32,134 174,918 (32,134) 174,918
Additional minimum pension liability.......... (8,902) -- 8,902 --
Foreign currency translation adjustment....... (3,163) -- 3,163 --
Accumulated deficit........................... (659,217) 206,363 452,854 --
--------- -------- -------- --------
$ 234,280 $ -- $318,148 $552,428
--------- -------- -------- --------
--------- -------- -------- --------
</TABLE>
Reorganization adjustments reflect the conversion of both the 12% Notes and
the 11 1/8% Notes and the related accrued interest as of May 7, 1997 and other
prepetition trade payables into new common stock resulting in an extraordinary
gain of $206,363. Fresh start adjustments reflect the adjustments to state
assets and liabilities
7
<PAGE>
HARVARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
1. BASIS OF PRESENTATION AND EMERGENCE FROM BANKRUPTCY:--(CONTINUED)
at their respective fair values which resulted in a net fair value adjustment of
$50,431, which adjustment, net of interest income of $47, has been shown as a
reorganization item. All of the reorganization and fresh start adjustments have
been reflected in the consolidated statement of operations for the two months
ended November 29, 1998.
Continuation of the Company's business after reorganization is dependent
upon the success of future operations, including execution of the company's
turnaround business strategy and the ability to meet obligations as they become
due. The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and at January 3, 1999 had a net working capital deficit.
These factors among others raise substantial doubt about the Company's ability
to achieve successful future operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
2. DISPOSITION OF BUSINESS:
Condensed operating data of operations disposed or being disposed of are as
follows:
<TABLE>
<CAPTION>
POST-
PRE-CONFIRMATION CONFIRMATION
---------------------------- ------------
THREE MONTHS TWO MONTHS ONE MONTH
ENDED ENDED ENDED
DECEMBER 31, NOVEMBER 29, JANUARY 3,
1997 1998 1999
------------ ------------ ------------
<S> <C> <C> <C>
Sales....................................................... $ 80,033 $ 8,389 $ 3,197
Gross profit (loss)......................................... (2,636) (1,534) (990)
</TABLE>
On January 28, 1999, the Company sold the land, building, and certain other
assets of its Tiffin, Ohio facility for gross proceeds of approximately
$1.5 million. The Company is actively pursuing the sale of its Ripley, Tennessee
facility.
3. INVENTORIES:
Inventories consist of the following:
<TABLE>
<CAPTION>
POST-
CONFIRMATION
PRE-CONFIRMATION -----------------
---------------- JANUARY 3,
SEPTEMBER 30, 1999
1998 (UNAUDITED)
---------------- -----------------
<S> <C> <C>
Finished goods...................................................... $ 6,476 $ 9,661
Work-in-process..................................................... 2,078 1,470
Tooling............................................................. 5,991 7,939
Raw materials....................................................... 12,101 13,199
-------- -------
Total inventories................................................... $ 26,646 $32,269
-------- -------
-------- -------
</TABLE>
8
<PAGE>
HARVARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
4. LONG-TERM DEBT AND CREDIT AGREEMENTS:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
POST-
CONFIRMATION
PRE-CONFIRMATION -----------------
---------------- JANUARY 3,
SEPTEMBER 30, 1999
1998 (UNAUDITED)
---------------- -----------------
<S> <C> <C>
14 1/2% Senior Secured Notes Due 2003............................... $ -- $25,000
Senior Secured Credit Facility...................................... -- 49,750
-------- -------
Total long-term debt................................................ -- 74,750
Less current portion................................................ -- (1,000)
-------- -------
Long-term portion................................................... $ -- $73,750
-------- -------
</TABLE>
On November 24, 1998, the Company issued $25,000 of 14 1/2% Senior Secured
Notes (the "Notes") due September 1, 2003. The Notes were issued pursuant to an
indenture by and among the Company and Guarantors, which are subsidiaries of the
Company, and Norwest Bank Minnesota, National Association, as Trustee.
In addition to the stated coupon interest rate the Notes have a Cash Flow
Participation Interest provision which entitles the holder to additional
interest computed as a percentage of consolidated cash flow as set forth in the
indenture. This interest can be no less than $1,000 for any 12 month period.
The Notes are subject to restrictive covenants for Consolidated Leverage
Ratio and Consolidated Interest Coverage Ratio, as defined.
On November 24, 1998 the Company entered into a $115,000 senior credit
facility that provides for up to $50,000 in term loan borrowings and up to
$65,000 of revolving credit borrowings. The term loan has an interest rate of
the base rate (prime rate) plus 2.250% or the Eurdollar base rate (Eurodollar
loan rate) plus 3.500%. The term loan has 16 quarterly installment payments of
principal in the amount of $250 commencing on January 3, 1999 with the balance
of the loan due on September 30, 2002. The revolver has an interest rate of the
base rate plus 2.125% or the Eurodollar base rate plus 3.375%. The revolving
credit facility terminates on November 24, 2001.
The senior credit facility is subject to restrictive covenants for
Consolidated Leverage Ratio, Consolidated interest Coverage Ratio and Fixed
Charge Ratio, as defined.
5. EARNINGS PER COMMON SHARE:
Statement of Financial Accounting Standards No. 128, "Earnings per Share,"
which became effective for fiscal 1998, established new standards for computing
and presenting earnings per share (EPS). The new standard requires the
presentation of basic EPS and diluted EPS and the restatement of previously
reported EPS amounts.
Basic EPS is calculated by dividing income available to common shareholders
by the weighted average number of shares of common stock outstanding during the
period. Diluted EPS is calculated by dividing income available to common
shareholders, adjusted to add back dividends or interest on convertible
securities, by the weighted average number of shares of common stock outstanding
plus additional common shares that could be issued in connection with
potentially dilative securities. Income (loss) available to common shareholders
used in determining both basic and diluted EPS was ($4,977) for the one month
ended January 3, 1999, $157,800 for the two months ended November 29, 1998 and
($5,519) for the three months ended December 31, 1997, respectively. The
weighted average number of shares of common stock used in determining basic and
diluted EPS was 8,240,295 for the one month ended January 3, 1999, 7,026,437 for
the two months ended November 29, 1998 and 7,026,437 for the three months ended
December 31, 1997.
9
<PAGE>
HARVARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
5. EARNINGS PER COMMON SHARE:--(CONTINUED)
Although on February 16, 1999, 8,240,295 of the Company's 50,000,000
authorized shares were outstanding, the Registrant's Chapter 11 Plan of
Reorganization requires it to issue additional shares to certain claimants in
the Bankruptcy case. The exact number of shares to be issued is presently
unknown, as certain claims are unliquidated and others are disputed as to amount
or validity. However, management estimates that approximately 3,750,000
additional shares will be issued in the process of resolving claims.
The Company's Reorganization Plan also provides for holders of its Old
Common Stock and PIK Preferred Stock to receive in the aggregate approximately
to receive 633,000 warrants, expiring November 23, 2003, permitting the purchase
of new common shares at an exercise price of $41.67 per share.
Members of the Company's Board of Directors have each been granted 20,000
shares which vest over five (5) years. A total of 120,000 shares will be issued
as one director declined the grant and one member of management is ineligible.
An incentive plan has been authorized by the Board of Directors providing
for a grant of options to certain members of senior management. No shares have
yet been awarded under this plan. The above options, warrants and shares to be
issued have been excluded from the computation of earnings per share as their
effect would be anti dilutive.
6. COMPREHENSIVE INCOME:
In June 1997, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
Comprehensive Income," which is effective for fiscal years beginning after
December 15, 1997. Reclassification of financial statements for earlier periods
is required.
<TABLE>
<CAPTION>
PRE-CONFIRMATION POST-CONFIRMATION
----------------------------- -----------------
THREE MONTHS TWO MONTHS ONE MONTH
ENDED ENDED ENDED
DECEMBER 31, NOVEMBER 29, JANUARY 3,
1998 1998 1999
------------- ------------ -----------------
<S> <C> <C> <C>
Net income (loss)...................................... $(5,519) $157,800 $(4,997)
Other comprehensive income, net of tax:
Foreign currency translation adjustment.............. (448) -- (851)
------- -------- -------
Total other comprehensive income (loss)......... (448) -- (851)
------- -------- -------
Comprehensive income (loss)..................... $(5,967) $157,800 $(5,848)
------- -------- -------
------- -------- -------
</TABLE>
7. GUARANTOR SUBSIDIARIES:
Both the $115,000 Senior Credit Facility and the 14 1/2% Senior Secured
Notes are unconditionally guaranteed (collectively, the "Guarantees") jointly
and severally on a senior basis, by each of the Company's domestic subsidiaries
(the "Subsidiary Guarantors"). The Senior Credit Facility is secured by a first
priority security interest and the Senior Secured Notes are senior obligations
of the Subsidiary Guarantors (including indebtedness incurred under the Senior
Credit Facility) and rank senior to all existing and future subordinated
obligations of such Subsidiary Guarantors. Senior Secured Notes are secured by a
second priority security interest in substantially all of the tangible property
(and all of the capital stock of the Subsidiary Guarantors) of the Company and
the Subsidiary Guarantors and all proceeds thereof. Harvard's Canadian
Subsidiary, Trim Trends Canada, Ltd. has pledged a majority of its common stock
under the Guarantees.
The claims of the creditors (including trade creditors) of any subsidiary
that is not a Subsidiary Guarantor i.e. Trim Trends Canada, Ltd. generally have
priority as to the assets of such subsidiaries over the claims of the holders
of the Notes.
10
<PAGE>
HARVARD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
7. GUARANTOR SUBSIDIARIES:--(CONTINUED)
The Company conducts all of its automotive business through and derives
virtually all of its income from its subsidiaries. Therefore, the Company's
ability to make required principal and interest payments with respect to the
Company's indebtedness (including the Notes) and other obligations depends on
the earnings of its subsidiaries and on its ability to receive funds from its
subsidiaries through dividends or other payments. The ability of its
subsidiaries to pay such dividends or make payments on inter-company
indebtedness or otherwise will be subject to applicable state laws.
Upon the sale or other disposition of a Guarantor or the sale or
disposition of all or substantially all of the assets of a Guarantor (in each
case other than to the Company or an affiliate of the Company) permitted by the
indenture governing the Notes, such Guarantor will be released and relieved from
all of its obligations under its Guaranty.
The following condensed consolidating information presents--
1. Condensed balance sheets as of January 3, 1999 (Post-Confirmation)
and September 30, 1998 (Pre-Confirmation) and condensed statements of
operations and cash flows for the one month ended January 3, 1999
(Post-Confirmation) the three months ended December 31, 1997 and two months
ended November 29, 1998 (Pre-Confirmation).
2. The Parent Company and Combined Guarantor Subsidiaries with their
investments in subsidiaries accounted for on the equity method.
3. Elimination entries necessary to consolidate the Parent Company and
all of its subsidiaries.
4. Reorganization items have been included under the Parent Company in
the accompanying condensed consolidating statements of operations and cash
flows.
5. The Parent Company, pursuant to the terms of an interest bearing
note with Guarantor Subsidiaries, has included in their allocation of
expenses, interest expense for the two months ended November 29, 1998 and
the three months ended December 31, 1997.
The Company believes that providing the following condensed consolidating
information is of material interest to investors in the Notes and has not
presented separate financial statements for each of the Guarantors, because it
was deemed that such financial statements would not provide the investor with
any material additional information.
11
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING BALANCE SHEETS (UNAUDITED)
JANUARY 3, 1999 (POST-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED
COMBINED NON-
PARENT GUARANTOR GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.................... $ 2,626 $ 4,424 $ 269 $ 0 $ 7,319
Accounts receivable, net..................... 412 40,577 7,041 0 48,030
Inventories.................................. 0 31,514 755 0 32,269
Prepaid expenses and other current assets.... 3,292 3,365 180 0 6,837
-------- -------- -------- ---------- --------
Total current assets.................... 6,330 79,880 8,245 0 94,455
Investment in subsidiaries..................... 53,268 14,087 0 (67,355) 0
Property, plant and equipment, net............. 2,154 113,627 7,780 0 123,561
Intangible assets, net......................... 0 309,669 0 0 309,669
Intercompany receivables....................... 128,243 0 2,195 (130,438) 0
Other assets, net.............................. 4,553 908 74 0 5,535
-------- -------- -------- ---------- --------
$194,548 $518,171 $ 18,294 $ (197,793) $533,220
-------- -------- -------- ---------- --------
-------- -------- -------- ---------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities:
Current portion of DIP loans.................
Creditors subordinated term loan.............
Current portion of long-term debt............ 7,666 7,666
Accounts payable............................. 6,220 31,047 3,387 40,654
Accrued expenses............................. 4,318 56,226 820 61,364
Income taxes payable......................... 0 7,602 0 7,602
-------- -------- -------- ---------- --------
Total current liabilities............... 10,538 102,541 4,207 0 117,286
Liabilities subject to compromise(a)
DIP loans......................................
Long-term debt................................. 73,750 73,750
Postretirement benefits other than pensions.... 95,466 95,466
Intercompany payables.......................... 130,438 (130,438) 0
Other.......................................... 14,858 62,708 0 77,566
-------- -------- -------- ---------- --------
Total liabilities....................... 25,396 464,903 4,207 (130,438) 364,068
-------- -------- -------- ---------- --------
PIK Preferred.................................. 0 0 0 0 0
-------- -------- -------- ---------- --------
Shareholders' equity (deficiency):
Common stock and additional
paid-in-capital........................... 17,200 (297,705) 9 297,696 17,200
Additional minimum pension liability.........
Foreign current translation adjustment....... (851) (851) (851) 1,702 (851)
Retained earnings (deficiency)............... 152,803 351,824 14,929 (366,753) 152,803
-------- -------- -------- ---------- --------
Total shareholders' equity
(deficiency)......................... 169,152 53,268 14,087 (67,355) 169,152
-------- -------- -------- ---------- --------
Total shareholders' equity
(deficiency)......................... $194,548 $518,171 $ 18,294 $ (197,793) $533,220
-------- -------- -------- ---------- --------
-------- -------- -------- ---------- --------
</TABLE>
- ------------------
(a) Includes $309,728 senior notes payable and accrued interest which are
subject to the guaranty of the combined guarantor subsidiaries.
12
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING BALANCE SHEETS
SEPTEMBER 30, 1998 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
--------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.............. $ 10,229 $ 1,395 $ -- $ -- $ 11,624
Accounts receivable, net............... 2,217 50,990 3,839 -- 57,046
Inventories............................ 1,720 24,177 749 -- 26,646
Prepaid expenses and other current
assets.............................. 1,982 3,702 17 -- 5,701
--------- ---------- ------- ------------ --------
Total current assets.............. 16,148 80,264 4,605 -- 101,017
Investment in subsidiaries (262,212) 14,653 -- 247,559 --
Property, plant and equipment, net....... 2,755 112,057 7,767 -- 122,579
Intangible assets, net -- 2,833 -- -- 2,833
Intercompany receivables................. 600,848 524,198 14,625 (1,139,671) --
Other assets, net 23,211 1,341 -- -- 24,552
--------- ---------- ------- ------------ --------
Total assets...................... $ 380,750 $ 735,346 $26,997 (892,112) 250,981
--------- ---------- ------- ------------ --------
--------- ---------- ------- ------------ --------
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities:
Current portion of Debtor-in-
Possession (DIP) loans.............. $ -- $ 39,161 $ -- $ -- $ 39,161
Creditors subordinated term loan......... -- 25,000 -- -- 25,000
Accounts payable......................... 2,382 19,812 2,904 -- 25,098
Accrued expenses......................... 12,285 81,104 (52) -- 93,337
Income taxes payable..................... 8,144 169 132 -- 8,445
--------- ---------- ------- ------------ --------
Total current liabilities......... 22,811 165,246 2,984 -- 191,041
Liabilities subject to compromise(a)..... 314,030 71,635 -- -- 385,665
DIP loans................................ -- -- -- -- --
Long-term debt........................... -- -- -- -- --
Postretirement benefits other than
pensions............................... 0 95,515 -- -- 95,515
Intercompany payables.................... 505,109 625,531 9,031 (1,139,671) --
Other.................................... 23,393 39,631 329 -- 63,353
--------- ---------- ------- ------------ --------
Total liabilities................. 865,343 997,558 12,344 (1,139,671) 735,574
--------- ---------- ------- ------------ --------
PIK preferred............................ 124,637 -- -- -- 124,637
--------- ---------- ------- ------------ --------
Shareholders' equity (deficiency):
Common stock and additional
paid-in-capital........................ 32,204 16,937 10 (16,947) 32,204
Additional minimum pension liability... (8,902) (8,902) -- 8,902 (8,902)
Foreign current translation
adjustment.......................... (2,991) (2,991) (2,991) 5,982 (2,991)
Retained earnings (deficiency)......... (629,541) (267,256) 17,634 249,622 (629,541)
--------- ---------- ------- ------------ --------
Total shareholders' equity
(deficiency)................... (609,230) (262,212) 14,653 247,559 (609,230)
--------- ---------- ------- ------------ --------
Total liabilities and
shareholders' equity
(deficiency)................... $ 380,750 $ 735,346 $26,997 $ (892,112) $250,981
--------- ---------- ------- ------------ --------
--------- ---------- ------- ------------ --------
</TABLE>
- ------------------
(a) Includes $309,728 senior notes payable and accrued interest which are
subject to the guaranty of the combined guarantor subsidiaries.
13
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
ONE MONTH ENDED JANUARY 3, 1999 (POST-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales........................................ $ 0 $ 38,645 $1,521 $ 0 $ 40,166
------- -------- ------ -------- --------
Costs and expenses:
Cost of sales........................... 0 34,372 1,262 35,634
Selling, general and
administrative........................ 814 2,207 0 3,021
Interest expense........................ 0 997 (6) 991
Restructuring charges................... 0 0 0 0
Gain on sale of operation............... 0 0 0 0
Amortization of goodwill................ 0 5,232 0 5,232
Other (income) expense, net............. (25) (63) 81 (7)
Equity in (income) loss of
subsidiaries.......................... 3,999 (112) 0 (3,887) 0
Allocated expenses...................... (10) 10 0 0 0
------- -------- ------ -------- --------
Total costs and expenses.............. 4,778 42,643 1,337 (3,887) 44,871
------- -------- ------ -------- --------
Income (loss) before income taxes and
reorganization items....................... (4,778) (3,998) 184 3,887 (4,705)
Reorganization items......................... 0 0 0 0 0
------- -------- ------ -------- --------
Income (loss) before income taxes............ (4,778) (3,998) 184 3,887 (4,705)
Provision for income taxes................... 219 1 72 0 292
------- -------- ------ -------- --------
Net gain (loss)....................... $(4,997) $ (3,999) $ 112 $ 3,887 $ (4,997)
------- -------- ------ -------- --------
------- -------- ------ -------- --------
</TABLE>
14
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 1997 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales........................................ $4,018 $188,871 $4,163 $ -- $197,052
------- -------- ------ ------ --------
Costs and expenses:
Cost of sales........................... 3,933 183,738 4,051 -- 191,722
Selling, general and
administrative........................ 2,237 7,598 -- -- 9,835
Interest expense........................ 833 3,017 3 -- 3,853
Restructuring charges................... 5,000 -- -- -- 5,000
Gain on sale of operation............... -- (11,354) -- -- (11,354)
Amortization of goodwill................ -- 396 -- -- 396
Other (income) expense, net............. -- 10 (2) -- 8
Equity in (income) loss of
subsidiaries.......................... (89) 219 -- (130) --
Allocated expenses...................... (5,369) 5,039 330 -- --
------- -------- ------ ------ --------
Total costs and expenses.............. 6,545 188,663 4,382 (130) 199,460
------- -------- ------ ------ --------
Income (loss) before income taxes and
reorganization items....................... (2,527) 208 (219) 130 (2,408)
Reorganization items......................... 2,992 (50) -- -- 2,942
------- -------- ------ ------ --------
Income (loss) before income taxes............ (5,519) 258 (219) 130 (5,350)
Provision for income taxes................... -- 169 -- -- 169
------- -------- ------ ------ --------
Net gain (loss)....................... $(5,519) $ 89 $ (219) $ 130 $ (5,519)
------- -------- ------ ------ --------
------- -------- ------ ------ --------
</TABLE>
15
<PAGE>
HARVARD INDUSTRIES, INC. (DEBTOR-IN-POSSESSION)
CONSOLIDATING STATEMENTS OF OPERATIONS (UNAUDITED)
TWO MONTHS ENDED NOVEMBER 29, 1998 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
-------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Sales....................................... $ 0 $ 85,550 $ 3,500 $ 89,050
-------- -------- ------- -------- --------
Costs and expenses:
Cost of sales.......................... 0 76,774 2,854 79,628
Selling, general and
administrative....................... 2,230 2,921 5,151
Interest expense....................... 0 1,633 3 1,636
Restructuring charges..................
Gain on sale of operation..............
Amortization of goodwill............... 264 0 264
Other (income) expense, net............ (198) 164 (34)
Equity in (income) loss of
subsidiaries......................... 6,844 (269) (6,575) 0
Allocated expenses..................... (20) 20 0
-------- -------- ------- -------- --------
Total costs and expenses............. 9,054 81,145 3,021 (6,575) 86,645
-------- -------- ------- -------- --------
Income (loss) before income taxes and
reorganization items...................... (9,054) 4,405 479 6,575 2,405
Reorganization items........................ 0 50,384 0 0 50,384
-------- -------- ------- -------- --------
Income (loss) before income taxes........... (9,054) (45,979) 479 6,575 (47,979)
Provision for income taxes.................. 300 74 210 0 584
-------- -------- ------- -------- --------
Net loss before extraordinary item... (9,354) (46,053) 269 6,575 (48,563)
Extraordinary item.......................... 167,154 39,209 0 0 206,363
-------- -------- ------- -------- --------
Net income (loss).................... $157,800 $ (6,844) $ 269 $ 6,575 $157,800
-------- -------- ------- -------- --------
-------- -------- ------- -------- --------
</TABLE>
16
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED DECEMBER 31, 1997 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows related to operating activities:
Loss from operations before reorganization
items................................... $(2,577) $ 39 $ (219) $ (180) $ (2,577)
Add back (deduct) items not affecting cash
and cash equivalents:
Equity in (income) loss of
subsidiaries.......................... (39) 219 -- (180) --
Depreciation and amortization........... 518 7,223 367 -- 8,108
Gain on sale of operation............... -- (11,354) -- -- (11,354)
Loss on disposition of property, plant
and equipment......................... -- 15 -- -- 15
Postretirement benefits................. -- 1,475 -- -- 1,475
Changes in operating assets and liabilities
net of effects from reorganization
items:
Accounts receivable..................... 719 2,017 (1,858) -- 878
Inventories............................. 410 5,317 155 -- 5,882
Other current assets.................... (627) (601) (6) -- (1,234)
Accounts payable........................ (138) (222) 333 -- (27)
Accrued expenses and income taxes
payable............................... 4,984 2,933 (2,036) -- 5,881
Other noncurrent........................ (40) 6,074 (129) -- 5,905
------- -------- ------- ------ --------
Net cash provided by (used in)
operations before reorganization
items.............................. 3,210 13,135 (3,393) -- 12,952
Net cash provided by (used in)
reorganization items............... (2,495) 50 -- -- (2,445)
------- -------- ------- ------ --------
Net cash provided by (used in)
operations......................... 715 13,185 (3,393) -- 10,507
------- -------- ------- ------ --------
Cash flows related to investing activities:
Acquisition of property, plant and
equipment............................... (85) (1,181) (88) -- (1,354)
Net proceeds from sale of operation........ 16,391 -- -- 16,391
------- -------- ------- ------ --------
Net cash provided by (used in)
investing activities............... $ (85) $ 15,210 $ (88) $ -- $ 15,057
------- -------- ------- ------ --------
Cash flows related to financing activities:
Net borrowings (repayments) under DIP
financing............................... (235) (27,399) -- -- (27,634)
Repayments of long-term debt............... -- (391) -- -- (391)
Repayment of EPA settlements............... -- (36) -- -- (36)
Net changes in intercompany balances....... (122) (2,072) 2,194 -- --
------- -------- ------- ------ --------
Net cash provided by (used in)
financing activities............... (357) (29,898) 2,194 -- (28,061)
------- -------- ------- ------ --------
Net increase (decrease) in cash and cash
equivalents................................ 273 (1,503) (1,287) -- (2,517)
Cash and cash equivalents:
Beginning of period........................ 3,324 5,376 512 -- 9,212
------- -------- ------- ------ --------
End of period.............................. $3,597 $ 8,873 $ (775) $ -- $ 6,695
------- -------- ------- ------ --------
------- -------- ------- ------ --------
</TABLE>
17
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
TWO MONTHS ENDED NOVEMBER 29, 1998 (PRE-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows related to operating activities:
Loss from operations before reorganization
items........................................ (9,355) 4,331 269 6,575 1,820
Add back (deduct) items not affecting cash and
cash equivalents:
Equity in (income) loss of subsidiaries...... 6,844 (269) -- (6,575) 0
Depreciation and amortization................ 12 3,799 168 -- 3,979
Gain on sale of operation.................... -- -- -- -- --
Loss on disposition of property, plant and
equipment.................................. -- -- -- -- --
Postretirement benefits...................... -- -- -- -- --
Changes in operating assets and liabilities net
of effects from reorganization items:
Accounts receivable.......................... 1,654 (12,667) (4,064) -- (15,077)
Inventories.................................. 1,720 (2,986) 98 -- (1,168)
Other current assets......................... 470 35 (103) -- 402
Accounts payable............................. 4,199 17,713 (236) -- 21,676
Accrued expenses and income taxes
payable.................................... (16,671) (7,456) 382 -- (23,745)
Other noncurrent liabilities................. 5,266 (10,164) 3,486 -- (1,412)
------- -------- ------- ------ --------
Net cash provided by (used in) operations
before reorganization items............. (5,861) (7,664) 0 (13,525)
Net cash provided by (used in)
reorganization items.................... 0 (4,018) 0 -- (4,018)
------- -------- ------- ------ --------
Net cash provided by (used in) operations.. (5,861) (11,682) 0 (17,543)
------- -------- ------- ------ --------
Cash flows related to investing activities:
Acquisition of property, plant and equipment... -- (2,856) -- -- --
Net proceeds from sale of operation............ -- -- -- -- --
Net change in other noncurrent accounts........ -- -- -- -- --
------- -------- ------- ------ --------
Net cash provided by (used in) investing
activities.............................. 0 (2,856) 0 (2,856)
------- -------- ------- ------ --------
Cash flows related to financing activities:
Deferred financing costs....................... (3,338) (3,338)
Net borrowings (repayments) under DIP
financing.................................... -- -- --
Net borrowings (and repayments) under
financing/credit agreement................... (39,298) (39,298)
Advance payment from customer.................. -- --
Repayments of long-term debt................... -- 81,425 -- -- 81,425
Retirement of creditors unsecured term loan.... (25,000) (25,000)
Repayment of EPA settlements................... -- -- --
Net changes in intercompany balances........... -- -- -- -- --
------- -------- ------- ------ --------
Net cash provided by (used in)
financing activities.................... 0 13,789 0 -- 13,789
------- -------- ------- ------ --------
Net increase (decrease) in cash and cash
equivalents.................................... (5,861) (749) 0 -- (6,610)
Cash and cash equivalents:
Beginning of period............................ 10,229 1,395 0 -- 11,624
------- -------- ------- ------ --------
End of period.................................. 4,368 646 0 -- 5,014
------- -------- ------- ------ --------
------- -------- ------- ------ --------
</TABLE>
18
<PAGE>
HARVARD INDUSTRIES, INC.
CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)
ONE MONTH ENDED JANUARY 3, 1999 (POST-CONFIRMATION)
(IN THOUSANDS OF DOLLARS)
<TABLE>
<CAPTION>
COMBINED COMBINED
PARENT GUARANTOR NON-GUARANTOR
COMPANY SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows related to operating activities:
Loss from operations before reorganization
items........................................ (4,997) (3,999) 112 3,887 (4,997)
Add back (deduct) items not affecting cash and
cash equivalents:
Equity in (income) loss of subsidiaries...... 3,999 (112) -- (3,887) 0
Depreciation and amortization................ 6 6,006 154 -- 6,166
Gain on sale of operation.................... -- -- -- -- --
Loss on disposition of property, plant and
equipment.................................. -- -- -- -- --
Postretirement benefits...................... -- -- -- -- --
Changes in operating assets and liabilities net
of effects from reorganization items:
Accounts receivable.......................... 151 23,080 862 -- 24,093
Inventories.................................. 0 (4,351) (104) -- (4,455)
Other current assets......................... (1,780) 302 (60) -- (1,538)
Accounts payable............................. (361) (6,478) 719 -- (6,120)
Accrued expenses and income taxes
payable.................................... 541 (5,519) 358 -- (4,620)
Other noncurrent............................. 699 435 (1,772) -- (638)
------- ------ ------- ------ ------
Net cash provided by (used in) operations
before reorganization items............. (1,742) 9,364 269 -- 7,891
Net cash provided by (used in)
reorganization items.................... 0 (2,477) 0 -- (2,477)
------- ------ ------- ------ ------
Net cash provided by (used in) operations.. (1,742) 6,887 269 -- 5,414
------- ------ ------- ------ ------
Cash flows related to investing activities:
Acquisition of property, plant and equipment... -- (3,100) -- -- (3,100)
Net proceeds from sale of operation............ -- -- -- -- --
Net change in other noncurrent accounts........ -- -- -- -- --
------- ------ ------- ------ ------
Net cash provided by (used in) investing
activities.............................. 0 (3,100) 0 -- (3,100)
------- ------ ------- ------ ------
Cash flows related to financing activities:
Net borrowings (repayments) under DIP
financing....................................
Net borrowing (and repayments) under
Financing/Credit agreement...................
Advance payment from customer.................. 0 (9) 0 -- (9)
Repayments of long-term debt................... -- -- -- -- --
Repayment of EPA settlements................... -- -- -- -- --
Net changes in intercompany balances........... -- -- -- -- --
------- ------ ------- ------ ------
Net cash provided by (used in) financing
activities.............................. 0 (9) 0 -- (9)
------- ------ ------- ------ ------
Net increase (decrease) in cash and cash
equivalents.................................... (1,742) 3,778 269 -- 2,305
Cash and cash equivalents:
Beginning of period............................ 4,368 646 0 -- 5,014
------- ------ ------- ------ ------
End of period.................................. 2,626 4,424 269 -- 7,319
------- ------ ------- ------ ------
------- ------ ------- ------ ------
</TABLE>
19
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS)
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements.
Additional written or oral forward-looking statements may be made by the Company
from time to time, in filings with the Securities and Exchange Commission or
otherwise. Such forward-looking statements are within the meaning of that term
in Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements may include, but not be limited to,
projections of revenues, income or losses, covenants provided for in the
financing agreements, capital expenditures, plans for future operations,
financing needs or plans, plans relating to products or services of the Company,
as well as assumptions relating to the foregoing. In addition, when used in this
discussion, the words "anticipates," "believes," "estimates," "expects,"
"intends," "plans" and similar expressions are intended to identify
forward-looking statements.
Forward-looking statements are inherently subject to risks and
uncertainties, including, but not limited to, product demand, pricing, market
acceptance, risk of dependence on third party suppliers, intellectual property
rights and litigation, risks in product and technology development and other
risk factors detailed in the Company's Securities and Exchange Commission
filings, some of which cannot be predicted or quantified based on current
expectations. Consequently, future events and actual results could differ
materially from those set forth in, contemplated by, or underlying the
forward-looking statements. Statements in this Quarterly Report, particularly in
the Notes to Consolidated Financial Statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations," describe factors,
among others, that could contribute to or cause such differences. Other factors
that could contribute to or cause such differences include unanticipated
increases in launch and other operating costs, a reduction and inconsistent
demand for passenger cars and light trucks, labor disputes, capital
requirements, adverse weather conditions, and increases in borrowing costs.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
GENERAL
Effective November 24, 1998, the Company emerged from Chapter 11 bankruptcy
proceedings and implemented "Fresh Start Reporting." Accordingly, all assets and
liabilities were restated to reflect their respective fair values. The
consolidated financial statements after that date are those of a new reporting
entity and are not comparable to the Pre-Confirmation periods. However, for
purposes of this discussion, the month of December 1998 (Post-Confirmation) was
combined with the two months ended November 29, 1998 (Pre-Confirmation) and then
compared to the three months ended December 31, 1997. Differences between
periods due to "Fresh Start Reporting" adjustments are explained when necessary.
The following table is included solely
20
<PAGE>
for use in comparative analysis of results of operations, and to complement
management's discussion and analysis.
<TABLE>
<CAPTION>
3 MONTHS ENDED
----------------------------
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
Sales...................................................................... $129,216 $197,052
Cost of Sales.............................................................. 115,262 191,722
-------- --------
Gross Profit............................................................. 13,954 5,330
Selling, General and Administrative Expenses............................... 8,172 9,835
-------- --------
Operating income......................................................... 5,782 (4,505)
Interest Expense........................................................... 2,627 3,853
Amortization of intangible assets.......................................... 5,496 396
Restructuring Charges...................................................... -- 5,000
(Gain) on Sale of Operation................................................ -- (11,354)
Other (Income) Expense, Net................................................ (41) 8
-------- --------
Income (loss) before Income Taxes, Reorganization Items and Extraordinary
Item.................................................................. (2,300) (2,408)
Reorganization Items....................................................... 50,384 2,942
Provision for Income Taxes................................................. 876 169
Extraordinary Item......................................................... (206,363) --
-------- --------
Net income (loss)........................................................ $152,803 ($ 5,519)
-------- --------
-------- --------
</TABLE>
THREE MONTHS ENDED JANUARY 3, 1999 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 1997.
Sales. Consolidated sales decreased $67,836 from $197,052 to $129,216, or
34.4%. Aggregate sales for the operations designated for sale or wind down
decreased approximately $68,447 from $80,033 to $11,586 as the Company's
divestiture program nears completion. Sales for the remaining operations
increased $611 from $117,019 to $117,630 as new business was partially offset by
the wind down of older programs.
Gross Profit. The consolidated gross margin, expressed as a percentage of
sales, increased from 2.7% to 10.8%, or $8,624. The gross (loss) for operations
designated for sale or wind-down decreased from ($2,636) to ($155) as operating
losses of ($2,369) were charged to loss contract reserves that were established
during the fourth quarter of fiscal year 1998. The increase of $6,143 in gross
profit for the remaining operations was mainly due to improved operating
efficiencies and management's focus on higher margin business.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased from $9,835 to $8,172 due to reduced levels of
staffing and spending as a result of the reorganization program implemented by
current management.
Interest Expense. Interest expense decreased from $3,852 to $2,627 as a
result of lower borrowing levels resulting from the cash generated by the sale
or wind down of unprofitable businesses and improved working capital management.
Amortization of Intangibles. Amortization of Intangibles increased from
$396 to $5,496 as a result of the amortization on the $314,901 reorganization
asset, established as part of "Fresh Start Reporting," which is being amortized
over five years.
Restructuring Costs. During the period ended December 31, 1997 the Company
recorded $5,000 in restructuring charges for shutdown and relocation costs
relating to the move of the corporate headquarters from Tampa, Florida to
Lebanon, New Jersey. No restructuring charges were recorded during the period
ended January 3, 1999.
Gain on Sale of Operation. During the period ended December 31, 1997, the
Company recognized a gain on the sale of the Material Handling division of
Kingston Warren of $11,354.
21
<PAGE>
Other (Income) Expenses, Net. Other (income) expense increased from $9 to
($41) due to rental income from an idle facility.
Reorganization Items. During the period ended January 3, 1999, the Company
recognized, as part of "Fresh Start Reporting," charges that aggregated $50,430
for adjustments to reflect all assets and liabilities at their respective fair
values. Reorganization charges during the period ended December 31, 1997
represent mainly professional fees incurred in connection with the bankruptcy
proceedings.
Provision for Income Taxes. The increase from $169 to $876 was principally
due to the reorganization of the Company. Items that materially contributed to
the increase were the Federal minimum tax and state income taxes.
Extraordinary Item. During the period ended January 3, 1999 an
extraordinary gain of $206,363 was recorded for the forgiveness of debt that
resulted from the reorganization of the Company in accordance with "Fresh Start
Reporting."
Net Income (Loss). The net income (loss) increased from ($5,519) to
$152,803 for the reasons described above.
LIQUIDITY AND CAPITAL RESOURCES
On a pro forma basis, the cash flow (usage) for the two months ended
November 29, 1998 (pre-confirmation) and the one month ended January 3, 1999
(post-confirmation) have been combined for purposes of comparison to the three
months ended December 31, 1997.
For the three months ended January 3, 1999, the company had cash (used by)
operations of ($12,129) compared to cash provided by operations of $10,507 for
the three months ended December 31, 1997. The decrease was due to an increase in
financing, legal and professional fees and other payments related to the
Company's emergence from Chapter 11 proceedings on November 24, 1998 in addition
to significant expenditures related to its installation of a new management
information system that will allow its critical information systems and
technology infrastructure to be Year 2000 compliant. The prior year's results
included an advance from a major customer to partially defray the cost of
shutting down the Toledo, Ohio facility.
The Company emerged from Chapter 11 on November 24, 1998, repaid the DIP
Facility, the Post-Petition Term Loan, and issued $25,000 of Senior Secured
Notes and entered into a $115,000 Senior Credit facility. The Company had
borrowing availability of approximately $30,000 as of February 16, 1999.
Management anticipates having sufficient liquidity to conduct its activities in
fiscal 1999 as result of the borrowing availability provided by these
facilities.
Continuation of the Company's business after reorganization is dependent
upon the success of future operations, including execution of the company's
turnaround business strategy and the ability to meet obligations as they become
due. The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and at January 3, 1999 had a net working capital deficit.
These factors among others raise substantial doubt about the Company's ability
to achieve successful future operations. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
YEAR 2000 COMPLIANCE
The Company is in the process of addressing the Year 2000 concerns and
determined that certain of the Company's information systems are not presently
Year 2000 compliant. The Year 2000 issue is the result of many computer programs
and imbedded chips being written using two digits rather than four to define the
applicable year. Many of the Company's computer programs that have
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000.
If not addressed and completed on a timely basis, failure of the Company's
computer systems to process Year 2000 related data correctly could have a
material adverse effect on the Company's financial condition and results of
operations. Failures of this kind could, for example, lead to incomplete or
inaccurate accounting, supplier and customer order processing or recording
errors in inventories or other assets and the disruption of its
22
<PAGE>
manufacturing process as well as transactions with third parties. If not
addressed, the potential risks to the Company include financial loss, legal
liability and interruption to business.
The Company is currently installing a new management information system
that will allow its critical information systems and technology infrastructure
to be Year 2000 compliant before transactions for the year 2000 are expected.
Many of the Company's systems include new hardware and packaged software
recently purchased from large vendors who have represented that these systems
are already Year 2000 compliant. The Company is in the process of obtaining
assurances from vendors that timely updates will be made available to make all
remaining purchased software Year 200 compliant. The Company expects to utilize
both internal and external resources to reprogram or replace and test all of its
software for Year 2000 compliance, and the Company has commenced the
installation of its Year 2000 compliant systems at pilot locations in the first
quarter of fiscal 1999, with the Company-wide rollout to be completed by the
Spring of 1999. The estimated cost for this project is $14 million. The Company
spent approximately $7.7 million for Year 2000 compliance in fiscal 1998 and
spent approximately $3.9 million for the 3 month period ended January 3, 1999.
However, even if these changes are successful, the Company remains at risk
from Year 2000 failures caused by third parties. The Company has surveyed key
utilities and suppliers but is still in the process of assessing the information
provided to remediate Year 2000 issues. Failure by such key utilities or
suppliers to complete Year 2000 compliance work in a timely manner could have a
material adverse effect on certain of the Company's operations. Examples of
problems that could result from the failure by third parties with whom the
Company interacts to remediate Year 2000 problems include, in the case of
utilities, service failures such as power, telecommunications, elevator
operations and loss of security access control and, in the case of suppliers,
failures to satisfy orders on a timely basis and to process orders correctly.
Additionally, general uncertainty regarding the success of remediation may cause
many suppliers to reduce their activities temporarily as they assess and address
their Year 2000 efforts in 1999. This could result in a general reduction in
available supplies in late 1999 and early 2000. Management cannot predict the
magnitude of any such reduction or its impact on the Company's financial
results. There can be no assurance that the systems of other companies on which
the Company's systems rely will be converted in a timely fashion, or that a
failure to convert by another company, or a conversion that is incompatible with
the Company's systems, would not have a material adverse effect on the Company's
consolidated financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Management does not believe that here is any material market risk exposure
with respect to derivative or other financial instruments that are required to
be disclosed.
23
<PAGE>
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to various claims and routine litigation arising in
the normal course of its business. Obligations of the Company in respect of
litigation arising out of activities prior to the Petition Date, will be
discharged in accordance with the Plan of Reorganization. Based on information
currently available, management of the Company believes, after consultation with
legal counsel, that the result of such claims and litigation, will not have a
material adverse effect on the financial position or results of operations of
the Company.
ITEM 2. CHANGES IN SECURITIES
On May 8, 1997 ("Petition Date"), Harvard filed a petition for relief under
Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for
the District of Delaware. On November 24, 1998, the Company substantially
consummated its First Amended Modified Consolidated Plan Under Chapter 11 of The
Bankruptcy Code dated August 19, 1998 and emerged from bankruptcy.
The Plan of Reorganization provided that New Common Stock, New Junior
Secured Debentures and the New Warrants issued under the Plan of Reorganization
may be resold by the holders thereof without registration unless any such holder
is deemed to be an "underwriter" with respect to such securities, as defined in
section 1145(b)(1) of the Bankruptcy Code.
On November 24, 1998, the Company issued $25,000 of 14-1/2% Senior Secured
Notes due September 1, 2003. The Notes were issued pursuant to its Chapter 11
Plan of Reorganization and subject to an exemption from the registration
requirements of the Securities Act of 1933 (and of equivalent state securities
or "blue sky" laws) provided by section 1145(a)(1) of the Bankruptcy Code.
See Footnote 5 for the financial impact of the Plan of Reorganization on
registered securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
See Footnote 1 for information related to Emergence from Chapter 11
Reorganization
(UPDATE TO GO)
24
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27 Financial Data Schedule (for electronic submission only)
(b) Reports on Form 8-K:
None.
25
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
<TABLE>
<S> <C>
Date: February 23, 1999 HARVARD INDUSTRIES, INC.
</TABLE>
By: /s/ ROGER G. POLLAZZI
----------------------------------
Roger G. Pollazzi
Chairman of the Board
Chief Executive Officer and Director
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/ THEODORE W. VOGTMAN Executive Vice President and Chief February 23, 1999
- ------------------------------------------ Financial Officer (Principal Financial
Theodore W. Vogtman Officer)
/s/ KEVIN L. B. PRICE Vice President, Controller and Treasurer February 23, 1999
- ------------------------------------------ (Principal Accounting Officer)
Kevin L. B. Price
/s/ JON R. BAUER Director February 23, 1999
- ------------------------------------------
Jon R. Bauer
/s/ THOMAS R. COCHILL Director February 23, 1999
- ------------------------------------------
Thomas R. Cochill
/s/ RAYMOND GARFIELD, JR. Director February 23, 1999
- ------------------------------------------
Raymond Garfield, Jr.
/s/ DONALD P. HILTY Director February 23, 1999
- ------------------------------------------
Donald P. Hilty
/s/ GEORGE A. POOLE, JR. Director February 23, 1999
- ------------------------------------------
George A. Poole, Jr.
/s/ JAMES P. SHANAHAN, JR. Director February 23, 1999
- ------------------------------------------
James P. Shanahan, Jr.
/s/ RICHARD W. VIESER Director February 23, 1999
- ------------------------------------------
Richard W. Vieser
</TABLE>
26
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ---------- ----------- --------
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
