<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
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 NUMBER 0-16059
JASON INCORPORATED
(Exact name of registrant as specified in its charter)
WISCONSIN
(State or other jurisdiction
of incorporation or organization)
39-1756840
(IRS Employer Identification No.)
411 EAST WISCONSIN AVENUE, SUITE 2120
MILWAUKEE, WI
(Address of principal executive offices)
53202
(Zip Code)
(414) 277-9300
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 [ ]
On March 31, 2000 there were outstanding 20,479,627 shares of the
Registrant's $.10 par value common stock.
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<PAGE> 2
JASON INCORPORATED
FORM 10-Q
MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Consolidated Statements of Income for the Three Months
Ended March 31, 2000 and March 26, 1999................... 3
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999......................................... 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2000 and March 26, 1999................... 5
Notes to Consolidated Financial Statements.................. 6 - 8
Management's Discussion and Analysis of
Results of Operations and Financial Condition............. 9 - 12
PART II. OTHER INFORMATION
Item 1 Legal Proceedings.................................... 13
Item 2 Changes in Securities and Use of Proceeds............ 13
Item 3 Defaults Upon Senior Securities...................... 13
Item 4 Submission of Matters to a Vote of
Security Holders.......................................... 13
Item 5 Other Information.................................... 13
Item 6 (a) Exhibits......................................... 13
(b) Reports on Form 8-K............................. 13
Signatures.................................................. 14
</TABLE>
2
<PAGE> 3
JASON INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Earnings per Share)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------
MARCH 31, MARCH 26,
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
NET SALES................................................... $121,487 $102,200
COST OF SALES............................................... 93,604 78,985
-------- --------
GROSS PROFIT................................................ 27,883 23,215
SELLING AND ADMINISTRATIVE EXPENSES......................... 18,118 16,204
-------- --------
OPERATING INCOME............................................ 9,765 7,011
INTEREST EXPENSE............................................ 1,599 1,522
MERGER EXPENSES............................................. 1,631 --
OTHER (INCOME) EXPENSE...................................... (106) (348)
-------- --------
INCOME BEFORE INCOME TAXES.................................. 6,641 5,837
PROVISION FOR INCOME TAXES.................................. 3,225 2,276
-------- --------
NET INCOME.................................................. $ 3,416 $ 3,561
======== ========
EARNINGS PER SHARE:
BASIC..................................................... $ 0.17 $ 0.18
======== ========
DILUTED................................................... $ 0.16 $ 0.17
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 4
JASON INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents................................. $ 5,261 $ 5,304
Accounts Receivable -- Net................................ 63,812 53,099
Inventories............................................... 47,998 48,801
Deferred Income Taxes..................................... 6,763 6,763
Other Current Assets...................................... 5,196 6,630
-------- --------
Total Current Assets................................. 129,030 120,597
-------- --------
PROPERTY, PLANT AND EQUIPMENT
Cost...................................................... 198,997 195,522
Less -- Accumulated Depreciation.......................... (96,568) (92,941)
-------- --------
Property, Plant and Equipment -- Net................. 102,429 102,581
-------- --------
INTANGIBLE ASSETS -- NET.................................... 86,596 86,648
OTHER ASSETS................................................ 2,534 2,071
-------- --------
$320,589 $311,897
======== ========
LIABILITIES
CURRENT LIABILITIES
Current Portion of Long-Term Debt......................... $ 13,046 $ 10,936
Accounts Payable.......................................... 36,327 31,810
Accrued Compensation and Employee Benefits................ 15,445 17,081
Accrued Interest.......................................... 1,385 782
Accrued Income Taxes...................................... 1,014 --
Other Current Liabilities................................. 15,261 15,203
-------- --------
Total Current Liabilities............................ 82,478 75,812
REVOLVING LOAN.............................................. 20,395 18,625
OTHER LONG-TERM DEBT........................................ 49,954 51,583
POSTRETIREMENT HEALTH AND OTHER BENEFITS.................... 6,362 6,317
DEFERRED INCOME TAXES....................................... 16,497 16,903
OTHER LONG-TERM LIABILITIES................................. 1,635 2,288
-------- --------
Total Liabilities.................................... 177,321 171,528
-------- --------
COMMITMENTS AND CONTINGENCIES............................... -- --
SHAREHOLDERS' EQUITY
Common Shares and Additional Contributed Capital.......... 36,325 35,968
Retained Earnings......................................... 109,281 105,865
Accumulated Other Comprehensive Income (Loss)............. (2,338) (1,464)
-------- --------
Total Shareholders' Equity........................... 143,268 140,369
-------- --------
$320,589 $311,897
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 5
JASON INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------
MARCH 31, MARCH 26,
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income From Operations.................................... $ 3,416 $ 3,561
Adjustments to Reconcile Income From Operations to Net
Cash Provided by Operating Activities:
Depreciation......................................... 4,355 3,972
Amortization......................................... 996 851
Deferred Income Taxes................................ (406) (2,329)
Increase (Decrease) in Cash, Excluding Effects of
Acquisitions, Due to Changes In:
Accounts Receivable.................................. (11,143) (7,865)
Inventories.......................................... 1,450 1,170
Other Current Assets................................. 1,423 (1,334)
Accounts Payable and Accrued Expenses................ 4,837 4,654
Other, Net........................................... (539) (1,394)
-------- --------
Total Adjustments.................................... 973 (2,275)
-------- --------
Net Cash Provided By (Used For) Operating Activities...... 4,389 1,286
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Property, Plant and Equipment......... (5,084) (4,505)
Disposal of Property, Plant and Equipment............ 3 45
Other, Net........................................... (114) (25)
-------- --------
Net Cash Provided By (Used For) Investing Activities,
Excluding Acquisitions................................. (5,195) (4,485)
-------- --------
Net Cash Provided (Used) Before Financing Activities,
Excluding Acquisitions................................. (806) (3,199)
Acquisition of Net Assets, Net of Cash Acquired........... (2,697) (20,605)
-------- --------
Net Cash Provided (Used) Before Financing Activities...... (3,503) (23,804)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds From Revolving Loan......................... 26,095 26,175
Repayments of Revolving Loan......................... (24,325) (8,575)
Repayments of Convertible Notes...................... -- (17,057)
Proceeds From (Repayments of) Other Long-Term Debt,
Net................................................. 1,333 (5,035)
Proceeds From Issuance of Common Stock............... 357 135
-------- --------
Net Cash Provided By (Used For) Financing Activities...... 3,460 (4,357)
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents...... (43) (28,161)
Cash And Cash Equivalents, Beginning of Period......... 5,304 30,676
-------- --------
Cash And Cash Equivalents, End of Period............... $ 5,261 $ 2,515
======== ========
CASH PAID FOR:
Interest.................................................. $ 1,059 $ 1,041
Income Taxes.............................................. $ 624 $ 3,547
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE> 6
JASON INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- BASIS OF FINANCIAL STATEMENTS
Jason Incorporated ("Jason" or the "Company") is a diversified industrial
manufacturing company with leading positions in niche markets throughout the
world. Jason operates in two business segments: Motor Vehicle Products and
Industrial Products. The Company manufactures a wide range of products for
numerous industries, and has operations in the U.S. and 11 foreign countries.
The accompanying consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. The
financial statements as of March 31, 2000 and March 26, 1999 and for the three
month periods then ended are unaudited, however, in the opinion of management,
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the financial position at these dates and the results of
operations and cash flows for these periods have been included. The results for
the three month period ended March 31, 2000 are not necessarily indicative of
the results that may be expected for the full year or any other interim period.
These financial statements should be read in conjunction with the financial
statements and notes thereto for the year ended December 31, 1999, included in
the Company's annual report on Form 10-K.
NOTE 2 -- PROPOSED MERGER TRANSACTION
On January 31, 2000, the Company announced that it had signed a definitive
merger agreement providing for the acquisition of the Company by a group
consisting of Jason's senior management and Saw Mill Capital Fund II, LP, an
affiliate of Saw Mill Capital LLC, a New York based private equity firm ("Saw
Mill"). The management members of the group are Vincent L. Martin, Chairman of
Jason and Mark Train, President and Chief Executive Officer of Jason. The
transaction is to be structured as a merger of an indirect subsidiary of Saw
Mill ("Merger Sub") with and into the Company with the Company as the surviving
corporation. The merger agreement provides that shareholders of the Company
(other than the Company, Merger Sub or shareholders who perfect their
dissenters' rights) will receive $11.25 in cash for each share of Jason common
stock. It is expected that the transaction will be submitted to shareholders for
a vote and, if approved by the shareholders, will close in the second quarter of
2000. The transaction is also subject to a number of other conditions and,
accordingly, no assurance can be given that the transaction will be completed.
The Company is expensing certain merger related costs as incurred in
connection with the proposed merger transaction. For the three months ended
March 31, 2000, Jason recognized merger related expenses of $1.6 million ($.08
per share) incurred for financial advisor, legal and other services. The merger
related expenses have been included as a separate line item in the accompanying
Consolidated Statements of Income.
In connection with the proposed merger transaction, three purported class
action lawsuits have been filed against the Company and its directors seeking
damages and other relief. The Company believes such lawsuits are without merit
and intends to defend the lawsuits vigorously.
NOTE 3 -- ACQUISITIONS / DIVESTITURES
Effective February 28, 2000, the Company completed the acquisitions of
California Buff Company, Inc., Global Product Systems, Inc. and the buffing and
buffing compound operations of M-C Finishing Supplies for approximately $2.7
million, including acquisition costs. These companies are involved in the
manufacture of buffs and buffing compounds, primarily in the Western U.S. These
businesses have been integrated into the Company's Industrial Products segment.
Effective December 1, 1999, the Company completed the acquisition of Sinjet
System AB ("Sinjet") for approximately $4.4 million, including cash and
acquisition costs, plus the assumption of approximately
6
<PAGE> 7
$4.6 million of debt. Sinjet is a leading manufacturer of industrial brushes in
Sweden and of road sweeping brushes in Denmark. This business has been
integrated into the Company's Industrial Products segment.
Effective February 9, 1999, the Company completed the acquisition of
Sealeze Corporation ("Sealeze") for approximately $18.4 million, including
acquisition costs. Sealeze is a major producer of strip brushes for industrial
and consumer applications. This business has been integrated into the Company's
Industrial Products segment.
Effective February 3, 1999, the Company completed the acquisition of the
acoustical insulation manufacturing and molding operations of Lear Corporation
based in Colne, England for approximately $1.4 million. This acquisition further
expands the Company's European automotive capabilities. This business has been
integrated into the Company's Motor Vehicle Products segment.
The aforementioned acquisitions have been accounted for using the purchase
method and, accordingly, operating results are included in the consolidated
financial statements since the respective acquisition dates. The respective
purchase prices were allocated to the assets acquired and liabilities assumed
based upon their estimated fair values. The excess purchase price over the
estimated fair values of the net assets acquired has been recorded as
identifiable intangible assets and goodwill.
NOTE 4 -- INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market
and consisted of the following (in thousands of dollars):
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
--------- ------------
(UNAUDITED)
<S> <C> <C>
Raw materials........................................... $22,282 $20,732
Work in process......................................... 5,742 5,191
Finished goods.......................................... 19,974 22,878
------- -------
$47,998 $48,801
======= =======
</TABLE>
NOTE 5 -- EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income available to
common shareholders by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share is computed by giving effect to
all dilutive potential common shares. A reconciliation of the income (numerator)
and shares (denominator) used in the computations of basic and diluted earnings
per common share, respectively, is as follows (unaudited):
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31, 2000
-----------------------------------------
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
BASIC EARNINGS PER COMMON SHARE
Net income.............................................. $3,416,000 20,452,318 $.17
----
EFFECT OF DILUTIVE SECURITIES
Options................................................. -- 419,080
---------- ----------
DILUTED EARNINGS PER COMMON SHARE
Net income.............................................. $3,416,000 20,871,398 $.16
---------- ---------- ----
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 26, 1999
-----------------------------------------
INCOME SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ---------
<S> <C> <C> <C>
BASIC EARNINGS PER COMMON SHARE
Net income.............................................. $3,561,000 20,360,294 $.18
----
EFFECT OF DILUTIVE SECURITIES
Options................................................. -- 342,586
---------- ----------
DILUTED EARNINGS PER COMMON SHARE
Net income.............................................. $3,561,000 20,702,880 $.17
---------- ---------- ----
</TABLE>
NOTE 6 -- COMPREHENSIVE INCOME
Total Comprehensive Income amounted to $2,542,000 and $3,196,000 for the
three months ended March 31, 2000 and March 26, 1999, respectively. Total
Comprehensive Income for the three months ended March 31, 2000 is comprised of
net income of $3,416,000 and Other Comprehensive Income (Loss) of ($874,000).
Total Comprehensive Income for the three months ended March 26, 1999 is
comprised of net income of $3,561,000 and Other Comprehensive Income (Loss) of
($365,000). Other Comprehensive Income (Loss) is comprised entirely of foreign
currency translation adjustments.
NOTE 7 -- SEGMENT INFORMATION
The Company's six business units have separate management teams and
infrastructures that offer different products and services. The business units
have been aggregated into two reportable segments (Motor Vehicle Products and
Industrial Products) since the long term financial performance of the units in
each segment is affected by similar economic conditions. The Company evaluates
performance based on operating earnings of the respective business units.
Segment detail is summarized as follows (in thousands of dollars):
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------
MARCH 31, MARCH 26,
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
Net Sales:
Motor Vehicle Products................................. $ 66,050 $ 55,967
Industrial Products.................................... 55,437 46,233
-------- --------
$121,487 $102,200
======== ========
Operating Income:
Motor Vehicle Products................................. $ 7,478 $ 5,569
Industrial Products.................................... 3,017 2,145
-------- --------
10,495 7,714
Corporate and Other Expenses........................... (730) (703)
-------- --------
$ 9,765 $ 7,011
======== ========
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, MARCH 26,
2000 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
Identifiable Assets:
Motor Vehicle Products................................. $141,687 $129,190
Industrial Products.................................... 170,116 159,809
Corporate.............................................. 8,786 8,145
-------- --------
$320,589 $297,144
======== ========
</TABLE>
8
<PAGE> 9
JASON INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Three months ended March 31, 2000 compared to the three months ended March 26,
1999:
Net Sales. Net sales for the three months ended March 31, 2000 increased by
18.9% from $102.2 million for the three months ended March 26, 1999 to $121.5
million. Sales of the Motor Vehicle Products segment increased by 18.0% from
$56.0 million to $66.1 million. Sales of the Industrial Products segment
increased by 19.9% from $46.2 million to $55.4 million.
The higher Motor Vehicle Products sales were the result of sales increases
in both the automotive acoustical fiber insulation and seating businesses.
Automotive acoustical fiber insulation sales increased by 22.7%. The automotive
industry in North America built 7.4% more vehicles in the first quarter of 2000
compared to the first quarter of 1999. Additionally, automotive acoustical fiber
insulation sales were favorably impacted by an increase in the Company's content
per vehicle in North America resulting from improved sales of Marabond(R)
moldable insulation products compared to the prior year and from increased sales
from the Company's U.K. operation which was acquired in February 1999. Sales in
the seating business were up 32.4% in 2000 compared to the prior year due
principally to higher sales to Harley-Davidson and to the construction equipment
and turf care industries. These increases were partially offset by a decline in
specialty nonwovens sales resulting from the timing of production levels on
certain large programs which adversely impacted the first quarter of 2000 on a
comparative basis.
The Industrial Products sales increase in the first quarter of 2000
compared with the prior year resulted from an 18.5% increase in industrial
consumable products sales and a 22.9% increase in industrial components products
sales. The industrial consumable products sales increase was due to higher sales
levels achieved by the Company's JacksonLea buff and compound operation and by
the Jason Brush Group. Additionally, the February 28, 2000 acquisitions of
California Buff Company, Inc., Global Product Systems, Inc. and the buffing and
compound operations of M-C Finishing Supplies, the December 1, 1999 acquisition
of Sinjet System AB and the February 9, 1999 acquisition of Sealeze Corporation
had the effect of increasing first quarter 2000 industrial consumables sales by
approximately $4.5 million or 14.8% over the same period of the prior year.
Sales for the components business were stronger for assembled products, expanded
metal and wire forms but weaker for stampings.
Operating Income. Operating income for the three months ended March 31,
2000 increased by 39.3% from $7.0 million for the three months ended March 26,
1999 to $9.8 million. Operating income for the Motor Vehicle Products segment
improved from $5.6 million in the first quarter of 1999 to $7.5 million.
Operating income for the Industrial Products segment increased from $2.1 million
in the first quarter of 1999 to $3.0 million.
The increase in Motor Vehicle Products operating income was due to higher
volume and related margins in the North American automotive operations, as
discussed above, as well as improvements achieved through increased volumes and
efficiencies at the Company's U.K. and German operations. Higher operating
income was also generated by the seating business due to increased 2000 sales
levels and improved operating efficiencies resulting from the conversion to
cellular manufacturing. These increases in operating income were partially
offset by a decrease in first quarter 2000 operating income in the specialty
nonwovens business caused by lower sales levels experienced by this unit.
The increase in Industrial Products 2000 operating income over the same
period of the prior year was due to higher volume in the Company's existing
JacksonLea, Jason Brush Group and Jason Components Group operations and to
operating income generated by the recent acquisitions discussed above.
Corporate Expenses. Corporate expenses of $0.7 million for the first
quarter of 2000 were at approximately the same level as incurred in the first
quarter of 1999.
9
<PAGE> 10
Merger Expenses. During the first quarter of 2000 the Company incurred
financial advisor, legal and other costs totaling $1.6 million in connection
with the proposed merger. The Company expects to incur additional merger related
costs in the second quarter of 2000.
Interest Expense. Interest expense increased slightly from $1.5 million in
the first quarter of 1999 to $1.6 million due to higher average debt levels
during the first quarter of 2000 as compared to 1999. The increase in average
debt levels is primarily a result of borrowings used to finance the four
acquisitions completed since January 1999. The total purchase price for these
acquisitions was $31.5 million, including acquisition costs and debt assumed.
The increase in debt levels resulting from these acquisitions has been offset by
cash generated from operations during the past year.
Income Taxes. The Company's effective income tax rate for the first quarter
of 2000 increased from 39.0% for the first quarter of 1999 to 48.6% as certain
of the merger expenses incurred during the first quarter of 2000 are not
deductible for tax purposes.
NEW ACCOUNTING STANDARDS
In September 1999, the Emerging Issues Task Force reached a final consensus
with respect to Issue 99-5, "Accounting for Pre-Production Costs Related to
Long-Term Supply Arrangements." This consensus provides guidance as to whether
design and development costs related to long-term supply arrangements should be
expensed or capitalized and is effective for design and development costs
incurred after December 31, 1999. The effect of the adoption of this consensus
on the Company's earnings and financial condition was not significant.
FUTURE ACCOUNTING CHANGES
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities." This statement requires all derivative instruments be
recorded in the Consolidated Balance Sheets at their fair value. Changes in the
fair value of derivatives are required to be recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and if it is, the type of hedge
transaction. In June 1999, the statement's effective date was delayed by one
year and will be effective for all fiscal quarters of fiscal years beginning
after June 15, 2000. The effect of adoption of this statement on the Company's
earnings and financial condition is expected to be minimal.
LIQUIDITY AND CAPITAL RESOURCES
During the first three months of 2000, the Company satisfied the capital
requirements of its operations with internally generated funds. For the
foreseeable future, the Company believes it will generate funds from operations
to meet the capital requirements of its existing operations. In March 1999, the
Company entered into a new $50 million credit agreement with its two banks. As
of March 31, 2000, the Company had available unused borrowing capacity of $27.7
million under this bank revolving loan facility. During the first three months
of 1999, the Company also satisfied the capital requirements of its operations
with internally generated funds. The Company's cash balance totaled $30.7
million at the end of 1998 and was used in the first quarter of 1999 to repay
the $17.1 million balance outstanding on the convertible notes which became due
on January 3, 1999 and to partially finance two acquisitions completed during
that quarter.
During the first three months of 2000, working capital increased by $1.8
million from $44.8 million at December 31, 1999 to $46.6 million at March 31,
2000. This increase in working capital is primarily the result of increased
accounts receivable levels caused by the timing of collections from certain
larger customers in the Motor Vehicle Products segment.
During the first three months of 2000, the Company generated $4.4 million
in cash from operations. The Company anticipates generating additional cash flow
from operations during the balance of the year.
In the first three months of 2000 and 1999, the Company made capital
expenditures of $5.1 million and $4.5 million, respectively. The major 2000
expenditures were in the Motor Vehicle Products segment for
10
<PAGE> 11
equipment and facilities at Janesville Products to support new programs and to
improve efficiency and in the Industrial Products segment for equipment and
facilities at the Jason Brush Group and the Jason Components Group to support
new programs and improve efficiency. The major 1999 expenditures were in the
Motor Vehicle Products segment for equipment at Janesville Products and Sackner
to support new programs and to improve efficiency. During 1999 the Company
committed to undertake major facilities expansions for its German brush
operations, its U.K. seating operations and its domestic automotive acoustical
fiber insulation operations. These projects as well as the ongoing capital
requirements of new programs and plant modernization activities, are expected to
result in capital expenditures in 2000 exceeding the amount incurred in 1999.
SEASONALITY
U.S. auto makers traditionally shut down for the annual model changeover in
the third quarter. In addition, adjustments to production schedules are made
throughout the year based on retail auto sales and the level of dealer
inventories. These seasonal patterns affect the Company's Motor Vehicle Products
operations most significantly but also have somewhat of an impact on Industrial
Products due to the effect on automotive suppliers which use the Company's
industrial components and industrial consumable products.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk stemming from changes in foreign
exchange rates, interest rates and commodity prices. Changes in these factors
could cause fluctuations in earnings and cash flows. In the normal course of
business, exposure to interest rates is managed by fixing interest rates on the
majority of the Company's long-term debt. Fluctuation in commodity prices, for
example steel and cotton cloth, are managed by strategic purchasing which
generally provides the time necessary to allow for price increases to customers,
where appropriate. In rare situations where commitments are made for extended
periods (more than 60 days), outside of functional currencies, for example, a
commitment to purchase European equipment for use in a U.S. plant which will
take six months to deliver, exposure is managed by entering into hedging
transactions authorized under Company policies that place controls on these
activities. Hedging transactions involve the use of derivative financial
instruments and are used only where there is an underlying exposure and not for
trading or speculative purposes. At March 31, 2000 there were no outstanding
hedging transactions.
The Company has significant foreign operations, for which the functional
currencies are denominated primarily in German Marks, Swedish Kronor and British
Pounds and to a lesser extent, Canadian Dollars, Danish Krone, French Francs,
Mexican Pesos, Brazilian Reals, Chinese Renminbi, and Portuguese Escudos. As the
values of the currencies of the foreign countries in which the Company has
operations increases or decreases relative to the U.S. Dollar, the sales,
expenses, profits, assets and liabilities of the Company's foreign operations,
as reported in the Company's consolidated financial statements, increase or
decrease, accordingly. The Company's primary method of reducing this exposure is
to approximately balance current assets and liabilities within each functional
currency. The Company does not use derivative financial instruments to hedge
this exposure. Because the Company has significant operations across member
countries of the European Monetary Union, the introduction of the Euro on
January 1, 1999 is expected to simplify the management of foreign exchange
exposure by aggregating the assets and liabilities of several currencies that
previously had to be managed individually.
EURO CONVERSION
On January 1, 1999, member countries of the European Monetary Union (EMU)
began a three-year transition from their national currencies to a new common
currency, the "Euro". In the first phase, the permanent rates of exchange
between the members' national currencies and the Euro have been established and
monetary, capital, foreign exchange, and interbank markets will be converted to
the Euro. National currencies will continue to exist as legal tender and may
continue to be used in commercial transactions. By January 2002, Euro currency
will be issued and by July 2002, the respective national currencies will be
withdrawn. The Company has operations in member countries of the EMU and,
accordingly, has established action plans that are continuing to be implemented
to address the Euro's impact on information systems, currency exchange rate
risk, taxation, contracts, competition and pricing. Based on its current
assessment,
11
<PAGE> 12
management believes that the costs of the Euro conversion will not have a
material impact on the operations, cash flows or financial condition of the
Company.
FORWARD-LOOKING STATEMENTS
When used in this report, the words "estimate," "project," "intend,"
"expect" and similar expressions are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Actual results may differ materially from those contemplated in such
forward-looking statements. Important assumptions and factors that could cause
actual results to differ materially from those contemplated, projected,
forecasted, estimated or budgeted in, or expressed or implied by, such
forward-looking statements include industry trends, currency fluctuations, the
success of new product introductions, general economic and business conditions
in the markets the Company serves and actions of competitors which may affect
the Company's ability to obtain orders. Other factors and assumptions not
identified above were also involved in the derivation of these forward-looking
statements, and the failure of such other assumptions to be realized, as well as
other factors, may also cause actual results to differ materially from those
projected. The Company assumes no obligation to update such forward-looking
statements to reflect actual results, changes in assumptions or changes in other
factors affecting such forward-looking statements.
12
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 1 Legal Proceedings:
In February 2000, three purported class action lawsuits (collectively, the
"Complaints") were filed in the Circuit Court of the State of Wisconsin for
Milwaukee County under the captions Harbor Finance Partners v. Vincent L.
Martin, et al, (Case No. 00CV000907, filed on February 1, 2000), Bruce Robbin v.
Jason Incorporated, et al, (Case No. 00CV000953, filed on February 2, 2000) and
George Swogger v. Jason Incorporated, et al (Case No. 00CV001322, filed on
February 15, 2000). Each Complaint was filed by an alleged shareholder of the
Company against the Company, Vincent L. Martin, Chairman of Jason, Mark Train,
Chief Executive Officer and President of Jason (together the "Management
Shareholders"), and each member of the Special Committee of the Board of
Directors. The Complaints, which are substantially similar to each other,
allege, among other things, that the price to public shareholders of $11.25 per
share in the acquisition (Refer to Part I of this Form 10-Q) is inadequate. The
Complaints seek, among other things, an order which certifies that the lawsuits
may be maintained as class actions, prevents the merger from being completed,
rescinds the merger in the event the merger is consummated, awards unspecified
compensatory damages to the members of the purported class, and awards the named
plaintiffs their costs, including counsel and expert fees.
The Special Committee of the Board of Directors, the Company and the
Management Shareholders all believe the Complaints are without merit and intend
to defend the lawsuits vigorously.
ITEM 2 Changes in Securities and Use of Proceeds -- None
ITEM 3 Defaults Upon Senior Securities -- None
ITEM 4 Submission of Matters to a Vote of Security Holders -- None
ITEM 5 Other Information -- None
ITEM 6 (a) Financial Data Schedule
(b) Reports on Form 8-K:
During the quarter ended March 31, 2000, the Company filed a Current
Report on Form 8-K dated January 30, 2000 that included information
regarding the signing of a definitive merger agreement dated January 30,
2000 providing for the acquisition of the Company by a group consisting
of Jason's senior management and Saw Mill Capital Fund II, LP, an
affiliate of Saw Mill Capital LLC, a New York based private equity firm.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JASON INCORPORATED (Registrant)
by
--------------------------------------
John J. Hengel
Vice President -- Finance
(Chief Financial Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
JASON INCORPORATED CONSOLIDATED BALANCE SHEET AT MARCH 31, 2000, AND
CONSOLIDATED INCOME STATEMENT FOR THE THREE MONTH PERIOD ENDED
MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000813471
<NAME> JASON INCORPORATED
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-29-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,261
<SECURITIES> 0
<RECEIVABLES> 63,812
<ALLOWANCES> 0<F1>
<INVENTORY> 47,998
<CURRENT-ASSETS> 129,030
<PP&E> 198,997
<DEPRECIATION> 96,568
<TOTAL-ASSETS> 320,589
<CURRENT-LIABILITIES> 82,478
<BONDS> 70,349<F2>
0
0
<COMMON> 36,325
<OTHER-SE> 106,943
<TOTAL-LIABILITY-AND-EQUITY> 320,589
<SALES> 121,487
<TOTAL-REVENUES> 121,487
<CGS> 93,604
<TOTAL-COSTS> 93,604
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,599
<INCOME-PRETAX> 6,641
<INCOME-TAX> 3,225
<INCOME-CONTINUING> 3,416
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,416
<EPS-BASIC> 0.17<F3>
<EPS-DILUTED> 0.16
<FN>
<F1>COMPANY PRESENTS RECEIVABLES ON A NET BASIS IN COMPLIANCE WITH ARTICLE 10
REGULATION S-X.
<F2>INCLUDES ALL NON-CURRENT PORTION OF DEBT OBLIGATIONS.
<F3>THE EPS UNDER THE EPS PRIMARY TAG REPRESENTS BASIC
EARNINGS PER SHARE IN ACCORDANCE WITH STATEMENT OF FINANCIAL
ACCOUNTING STANDARD NO. 128 EARNINGS PER SHARE.
</FN>
</TABLE>
