<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE
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SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file Numbers: 333-34475
VENTURE HOLDINGS TRUST
(Exact name of registrant as specified in its charter)
Michigan 3714 38-6530870
(Primary standard industrial classification code number)
VEMCO, INC.
Michigan 38-2737797
VENTURE INDUSTRIES CORPORATION
Michigan 38-2034680
VENTURE MOLD & ENGINEERING CORPORATION
Michigan 38-2556799
VENTURE LEASING COMPANY
Michigan 38-2777356
VEMCO LEASING, INC.
Michigan 38-2777324
VENTURE HOLDINGS CORPORATION
Michigan 38-2793543
VENTURE SERVICE COMPANY
Michigan 38-3024165
(State or other (Exact name of registrant as
jurisdiction of specified in its charter) (I.R.S. Employer
incorporation or Identification
organization) Number)
------------------
33662 James J. Pompo
Fraser, Michigan 48026
(810) 294-1500
(Address, including zip code, and telephone number,
including area code, of registrants' principal
executive offices)
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
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The common stock of each of the registrants, except for Venture Holdings Trust,
is owned by Venture Holdings Trust.
<PAGE> 2
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION PAGE #
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Item 1. Financial Statements
Consolidated Balance Sheets -
As of June 30, 1998 and 1997 (unaudited) and
December 31, 1997 ..................................................... 1
Consolidated Statements of Income and Trust Principal
Three months and Six months ended June 30, 1998
and June 30, 1997 (unaudited) ......................................... 2
Consolidated Statements of Cash Flows -
Six months ended June 30, 1998
and June 30, 1997 (unaudited) .......................................... 3
Notes to Consolidated Financial Statements (unaudited) ................. 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations ............................................................. 7
Item 3. Quantitative and Qualitative
Disclosures About Market Risk.......................................... 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ....................................... 10
Signatures ........................................................................ 12
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VENTURE HOLDINGS TRUST
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1998 AND 1997 AND DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
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June 30 December 31
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ASSETS 1998 1997 1997
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CURRENT ASSETS:
Cash and cash equivalents $ 12,603 $ 348 $ 1,477
Accounts receivable, net 164,194 136,723 161,157
Inventories 55,881 48,958 52,616
Prepaid expenses 8,573 11,371 8,994
-------- -------- --------
Total current assets 241,251 197,400 224,244
Property, Plant and Equipment, Net 205,507 208,016 205,765
Goodwill, net of amortization 52,958 50,838 53,900
Other Assets 25,153 14,110 25,771
Deferred Tax Assets 13,952 13,439 14,442
-------- -------- --------
Total Assets $538,821 $483,803 $524,122
======== ======== ========
LIABILITIES AND TRUST PRINCIPAL
CURRENT LIABILITIES:
Accounts payable $ 58,412 $ 78,462 $ 70,047
Accrued payroll and taxes 9,184 6,422 7,341
Accrued interest 2,851 6,062 12,148
Accrued expenses 5,364 12,805 6,485
Current portion of long-term debt 1,835 5,484 3,122
-------- -------- --------
Total current liabilities 77,646 109,235 99,143
Other Liabilities 7,826 9,992 14,281
Deferred Tax Liabilities 14,175 13,292 13,350
Long Term Debt 364,339 285,226 333,066
Trust Principal 74,835 66,058 64,282
-------- -------- --------
Total Liabilities and Trust Principal $538,821 $483,803 $524,122
======== ======== ========
</TABLE>
See notes to consolidated financial statements.
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VENTURE HOLDINGS TRUST
CONSOLIDATED STATEMENTS OF INCOME AND TRUST PRINCIPAL
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
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1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES $ 177,979 $ 160,356 $ 344,591 $ 320,115
COST OF PRODUCT SOLD 151,069 134,358 284,685 262,160
--------- --------- --------- ---------
GROSS PROFIT 26,910 25,998 59,906 57,955
SELLING GENERAL AND 15,244 13,190 30,099 28,562
ADMINISTRATIVE EXPENSE
PAYMENTS TO BENEFICIARY IN
LIEU OF TRUST DISTRIBUTIONS 360 315 360 472
--------- --------- --------- ---------
INCOME FROM OPERATIONS 11,306 12,493 29,447 28,921
INTEREST EXPENSE 10,697 7,345 17,842 14,208
--------- --------- --------- ---------
INCOME BEFORE TAXES 609 5,148 11,605 14,713
TAX PROVISION (413) 629 1,052 1,414
--------- --------- --------- ---------
NET INCOME 1,022 4,519 10,553 13,299
TRUST PRINCIPAL,
BEGINNING OF PERIOD 73,813 61,539 64,282 52,759
--------- --------- --------- ---------
TRUST PRINCIPAL,
END OF PERIOD $ 74,835 $ 66,058 $ 74,835 $ 66,058
========= ========= ========= =========
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
VENTURE HOLDINGS TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,553 $ 13,299
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 18,305 16,550
Change in accounts receivable (2,985) (7,055)
Change in inventories (3,264) 2,142
Change in prepaid expenses 2,878 2,842
Change in other assets (1,454) 2,573
Change in accounts payable (11,686) (6,360)
Change in accrued expenses (8,576) (6,272)
Change in other liabilities (6,455) (6,259)
Change in deferred taxes (1,141) 1,174
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Net cash (used in) provided by operating activities (3,825) 12,634
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (15,035) (18,777)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement 32,500 (4,000)
Principal payments on debt (2,514) (4,946)
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Net cash provided by (used in) financing activities 29,986 (8,946)
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NET INCREASE (DECREASE) IN CASH 11,126 (15,089)
CASH AT BEGINNING OF PERIOD 1,477 15,437
============ ============
CASH AT END OF PERIOD $ 12,603 $ 348
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 27,139 $ 13,100
============ ============
Cash paid during the period for taxes $ 225 $ 74
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
VENTURE HOLDINGS TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS)
1. FINANCIAL STATEMENT PRESENTATION
Information as of and for the six months ended June 30, 1998 and 1997 is
unaudited but includes all adjustments, consisting of normal recurring
adjustments, which in the opinion of management are necessary for a fair
presentation of financial position, results of operations and cash flows.
In accordance with the instructions for the completion of the Quarterly
Report on Form 10-Q, certain information and footnote disclosures
necessary to comply with generally accepted accounting principles have
been condensed or omitted.
The financial statements should be read in conjunction with the Company's
Annual Report on Form 10-K under the Securities Act of 1934 which
contains audited financial statements as of December 31, 1997 and 1996
and for the three years ended December 31, 1997. The results of
operations for any interim period are not necessarily indicative of the
results of operations for a full year.
The Trust owns all of the outstanding capital stock of Venture Industries
Corporation, Vemco, Inc., Venture Mold & Engineering Corporation, Venture
Industries Canada, Ltd., Venture Leasing Company, Vemco Leasing, Inc.,
Venture Holdings Corporation, Venture Service Company and Experience
Management L.L.C. (each "Subsidiary" and collectively the
"Subsidiaries"). As used herein, "the Trust" refers to Venture Holdings
Trust, while "the Company" refers to the Trust and the Subsidiaries
taken as a whole.
Separate financial statements for the Trust and each Subsidiary are not
included in this report because each entity (other than Venture Canada
Ltd. and Experience Management L.L.C.) is jointly and severally liable
for the Company's senior bank credit agreement (the "Senior Credit
Agreement") and 9 1/2% Senior Notes due 2005 (the "Senior Notes"); and
each entity (including Venture Canada Ltd. but excluding Experience
Management L.L.C.) is jointly and severally liable for the Company's 9
3/4% Senior Subordinated Notes due 2004 (the"Senior Subordinated Notes")
either as a co-issuer or as a guarantor. In addition, the aggregate total
assets, net earnings and net equity of the Subsidiaries of the Trust are
substantially equivalent to the total assets, net earnings and net equity
of the Company on a consolidated basis. Venture Canada represents less
than 1% of total assets, net earnings, net trust principal and operating
cash flow.
2. INVENTORIES
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Inventories consist of the following: June 30 December 31
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1998 1997 1997
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Raw materials $38,939 $22,589 $26,036
Work-in process - manufactured parts 2,612 2,928 2,863
Work-in-process - molds 10,319 12,338 10,922
Finished goods 4,011 11,103 12,795
------- ------- -------
Total $55,881 $48,958 $52,616
======= ======= =======
</TABLE>
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<PAGE> 7
3. DEBT
<TABLE>
<CAPTION>
Debt consists of the following: June 30 December 31
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1998 1997 1997
---- ---- ----
<S> <C> <C> <C>
Revolving credit agreement with fluctuating
Interest rates, currently from 7.4375% to 9.5% $ 77,500 $ 87,000 $ 45,000
Series B senior notes payable, Due 2005
With interest at 9.5% 205,000 0 205,000
Term loan A with interest at 8.375% 0 71,450 0
Term loan B with interest at 8.875% 0 44,325 0
Senior subordinated notes payable
with interest at 9.75% 78,940 78,940 78,940
Capital leases with interest at 8.25%
to 11.5% 2,731 5,216 5,023
Installment notes payable with
interest at 5.85% to 11.75% 2,003 3,779 2,225
----------- ----------- -------------
Total 366,174 290,710 336,188
Less current portion of debt 1,835 5,484 3,122
----------- ----------- -------------
Total $ 364,339 $ 285,226 $ 333,066
=========== =========== =============
</TABLE>
In the third quarter of 1997, the Trust, and each of its wholly owned
subsidiaries, other than Venture Industries Canada, Ltd. and Experience
Management L.L.C., which was not in existence at the time, (collectively,
the "Issuers") issued $205 million of Senior Notes. $116 million of the
net proceeds was used to repay Term loans "A and B" under the Senior
Credit Agreement. In addition, approximately $83 million was used to pay
down the amount outstanding under the revolving credit portion of the
Senior Credit Agreement. In connection with the issuance of the Senior
Notes certain subsidiaries were merged and or liquidated into other
subsidiaries. On August 27, 1997, the Issuers filed a registration
statement on Form S-4 registering the Issuers' Series B 9 1/2% Senior
Notes due 2005 (the "Registration Statement"), to be offered in exchange
for the Senior Notes. The Registration Statement was declared effective
by the Securities and Exchange Commission as of 1:00 p.m. on October 29,
1997
Simultaneously with the issuance of the Senior Notes, the Senior Credit
Agreement was amended and now provides for borrowings of up to the lesser
of a borrowing base or $200 million under a revolving credit facility.
The Company had outstanding letters of credit totaling approximately $1.3
million as of June 30, 1998.
The Senior Credit Agreement, Senior Notes and Senior Subordinated Notes
contain certain restrictive covenants relating to cash flow, capital
expenditures, debt, trust principal, trust distributions, leases, and
liens on assets.
4. RELATED PARTY TRANSACTIONS
The Company has entered into various transactions with entities that the
sole beneficiary of the Trust owns or controls. These transactions
include leases of real estate, usage of machinery, equipment and
facilities, purchases and sales of inventory, performance of
manufacturing related services, administrative services, insurance
activities, and payment and receipt of sales commissions. Since the
Company operates for the benefit of the sole beneficiary, the terms of
these transactions are not the result of arms'-length bargaining;
however, the Company believes that such transactions are on terms no less
favorable to the Company than would be obtained if such transactions or
arrangements were arms'-length transaction with non-affiliated persons.
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<PAGE> 8
[S]
The result of these related party transactions is a net receivable, which
is included in accounts receivable as follows:
<TABLE>
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June 30 December 31
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1998 1997 1997
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Net Accounts Receivable $ 36,529 $ 16,838 $ 36,690
Net Accounts Payable 2,548 2,377 4,430
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Net Accounts Receivable $ 33,981 $ 14,461 $ 32,260
============= ============= ===============
</TABLE>
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<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis contains a number of "forward looking
statements" within the meaning of the Securities Exchange Act of 1934 and are
subject to a number of risks and uncertainties. Such factors include, among
others, the following: international, national and local general economic and
market conditions; demographic changes; the size and growth of the automobile
market or the plastic automobile component market; the ability of the Company to
sustain, manage or forecast its growth; the size, timing and mix of purchases of
the Company's products; new product development and introduction; existing
government regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; dependence upon original equipment
manufacturers; liability and other claims asserted against the Company;
competition; the loss of significant customers or suppliers; fluctuations and
difficulty in forecasting operating results; changes in business strategy or
development plans; business disruptions; product recalls; warranty costs; the
ability to attract and retain qualified personnel; the ability to protect
technology; retention of earnings; and control and the level of affiliated
transactions.
The following table sets forth, for the period indicated, the Company's
consolidated statements of income expressed as a percentage of sales. This table
and the subsequent discussion should be read in conjunction with the
consolidated financial statements and related notes.
<TABLE>
<CAPTION>
For The Three Month For The Six Month
Period Ended Period Ended
June 30, June 30,
-------- --------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of products sold 84.8 83.8 82.5 81.9
----- ----- ------ ------
Gross profit 15.2 16.2 17.5 18.1
Selling, general and administrative expenses 8.6 8.2 8.7 8.9
Payments to beneficiary in lieu of trust
distributions 0.2 0.2 0.2 0.2
----- ----- ---- ----
Income from operations 6.4 7.8 8.6 9.0
Interest expense 6.0 4.6 5.2 4.4
----- ----- ---- ----
Income before taxes 0.4 3.2 3.4 4.6
Tax provision (0.2) 0.4 0.3 0.4
===== ===== ==== ====
Net income 0.6% 2.8% 3.1% 4.2%
===== ===== ==== ====
</TABLE>
THREE AND SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO THE THREE AND SIX MONTHS
ENDED JUNE 30, 1997.
Net sales for the three and six months ended June 30, 1998 increased $17.6
million and $24.5 million, compared to the three months and six months ended
June 30, 1997. This is an 11.0% increase to $178.0 million for the three months
ended June 30, 1998 and 7.7% increase to $344.6 million for the six months
ended June 30, 1998, compared to $160.4 million and $320.1 million, for the
same periods in 1997. The increase in sales in 1998 is primarily a result of
the increased volumes in the core comparable business offset by planned
reductions in the selling price mandated by customers to offset expected annual
productivity improvements. Sales for the three months ended June 30, 1998
decreased by approximately $8.3 million due to strikes at certain General
Motors Corporation ("GM") plants. Sales for the month of July 1998 are estimated
to decrease by approximately $18.8 million, due to the GM strike.
Gross profit for the three months ended June 30, 1998 increased $0.9 million, or
3.5%, to $26.9 million compared to $26.0 million for the three months ended June
30, 1997. Gross profit for the six months ended June 30, 1998 increased $1.9
million, or 3.4%, to $59.9 million compared to $58.0 million for the six months
ended June 30, 1997. The increase in gross profit for the three and six months
ended June 30, 1998 is due primarily to the increase in sales. Gross profit as a
percentage of sales decreased (1.0)% for the three months ended and (0.6)% for
the six months ended June 30, 1998, as compared to the same periods in 1997. The
decrease in gross profit as a percentage of sales is primarily due to the GM
strike, model changeover cost, and selling price reductions, which have become
industry practice in recent years, as OEM customers continue to expect annual
productivity improvements on the part of the supplier.
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<PAGE> 10
Selling, general and administrative expenses increased $2.0 million, or 15.6%
for the three months ended June 30, 1998 to $15.2 million, compared to $13.2
million in the same period of 1997. During the six months ended June 30, 1998
selling, general and administrative expenses increased $1.5 million, or 5.4% to
$30.1 million, compared to $28.6 million in the same period of 1997. As a
percentage of net sales, selling, general and administrative expenses have
decreased to 8.7% for the six months ended June 30, 1998, compared to 8.9% in
the same period for 1997.
Payments to the beneficiary of the Trust, in the amounts generally equal to
taxes incurred by the beneficiary as a result of the activities of the Trust's
subsidiaries which have elected S corporation tax status, totaled $0.4 million
and $0.3 million for the three months ended June 30, 1998 and 1997. During the
six month periods ended June 30, 1998 and 1997, $0.4 million and $0.5 million
was paid to the beneficiary, respectively. These amounts were paid as
compensation rather than as distributions of Trust principal. As a result of
state tax law changes, the Company may pay such amounts to the beneficiary as
distributions of Trust principal in the future, rather than as compensation.
As a result of the foregoing, income from operations in the six months ended
June 30, 1998 increased $0.5 million, or 1.8%, to $29.4 million, compared to
$28.9 million in the same period of 1997. Income from operations in the three
months ended June 30, 1998 decreased $(1.2) million, or (9.5)%, to $11.3
million, compared to $12.5 million in the same period of 1997. As a percentage
of net sales, income from operations decreased to 6.4% in the three months ended
June 30, 1998 from 7.8% in the same period for 1997. For the six months ended
June 30, 1998 and 1997, income from operations as a percentage of net sales
decreased to 8.6% from 9.0%, respectively.
Interest expense increased $3.4 million and $3.6 million to $10.7 and $17.8
million, respectively, in the three months and six months ended June 30, 1998,
compared to $7.3 million and $14.2 million in the same periods of 1997. The
increase is the result of additional borrowing on the line of credit to fund
increased working capital needs.
As a result of the foregoing, net income for the three months ended June 30,
1998 decreased $(3.5) million, to $1.0 million compared to $4.5 million for the
three months ended June 30, 1997. Net income for the six months ended June 30,
1998 decreased $(2.7) million to $10.6, compared to $13.3 million for the six
months ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated working capital was $163.6 million at June 30, 1998
compared to $88.2 million at June 30, 1997, an increase of $75.4 million. The
Company's working capital ratio increased to 3.10x at June 30, 1998 from 1.81x
at June 30, 1997. This increase is due to an increase in current assets,
principally accounts receivable, in addition to an overall net reduction in
current liabilities. Net cash used in operating activities was $3.8 million for
the six months ended June 30, 1998 compared to net cash provided of $12.6
million for the same period in 1997. This decrease is due primarily to the
increase in accounts receivable and decrease in accounts payable.
Capital expenditures were $15.0 million for the six months ended June 30, 1998
compared to $18.8 million for the same period in 1997. The Company continues to
upgrade machinery and equipment and paint lines at all facilities to handle
expected increased volumes and general reconditioning of equipment.
The Senior Credit Agreement permits the Company to borrow up to the lesser of a
borrowing base computed as a percentage of accounts receivable and inventory, or
$200 million less the amount of any letter of credit issued against the Senior
Credit Agreement. As of June 30, 1998, the Company had $51.9 million of
availability thereunder. The Senior Credit Agreement and each of the
indebtedness for the Senior Notes and the Senior Subordinated Notes contain
various covenants. As of June 30, 1998, the Company was in compliance with all
such covenants.
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<PAGE> 11
Net cash provided by financing activities was $30.0 million for the six months
ended June 30, 1998 compared to net cash used of $8.9 million for the same
period in 1997. The decrease is principally the result of additional borrowing
on the line of credit to fund increased working capital needs.
The Company believes that its existing cash balances, operating cash flow,
borrowings under its bank credit facility and other short term arrangements will
be sufficient to fund working capital needs, capital expenditures required for
the operation of its business and debt service requirements through the end of
1999.
As is the case with most companies using computers in their operations, the
Company is in the process of addressing the Year 2000 problem. The Company is
currently engaged in a project to upgrade its information, technology,
manufacturing and facilities software to programs that will consistently and
properly recognize the Year 2000. Many of the Company's systems include new
hardware and packaged software recently purchased from vendors who have
represented that these systems are already Year 2000 compliant. The Company is
also obtaining assurance from vendors that timely updates will be made available
to make some software Year 2000 compliant.
The Company is in the process of initiating formal communication with all its
significant suppliers and large customers to determine the extent to which the
Company is vulnerable to those third parties' failure to remediate their own
Year 2000 issues. The Company can give no assurance that the systems of other
companies on which the Company's systems rely will be converted on time 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.
The Company will utilize both internal and external resources to reprogram,
replace and test its software for Year 2000 compliance, and the Company expects
to complete the project in early 1999. The total cost associated with the
required modification and conversion, based upon current plans, is not expected
to be material to the Company's consolidated results of operations and financial
position and is being expensed as incurred.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
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<PAGE> 12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
3.1 ** Restated Articles of Incorporation of Vemco, Inc. filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4, effective October 29, 1997 and
incorporated herein by reference.
3.2 ** Restated Articles of Incorporation of Venture Industries Corporation filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.3 ** Restated Articles of Incorporation of Venture Mold & Engineering Corporation filed as
Exhibit 3.3 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.4 ** Restated Articles of Incorporation of Venture Leasing Company filed as
Exhibit 3.4 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.5 ** Restated Articles of Incorporation of Vemco Leasing Company filed as
Exhibit 3.5 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.6 ** Restated Articles of Incorporation of Venture Holdings Corporation filed as
Exhibit 3.6 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.7 ** Restated Articles of Incorporation of Venture Service Company filed as
Exhibit 3.7 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
</TABLE>
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<PAGE> 13
<TABLE>
<S> <C>
4.1 ** Indenture for 9 1/2% Senior Notes due 2005 (including form of Notes) filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
4.2 ** Registration Rights Agreements, dated as of July 9,1997 among Venture
Holdings Trust, Vemco Inc, Venture Industries Corporation, Venture Holdings
Corporation Inc., Venture Leasing Company, Venture Mold & Engineering Corporation
and Venture Service Company as Issuers, and First Chicago Capital Markets, Inc., as
Initial Purchaser filed as Exhibit 4.3 to the Registrant's Registration Statement on
Form S-4, effective October 29, 1997 and incorporated herein by reference.
4.3 ** Form of Series B Notes filed as Exhibit 4.4 to the Registrant's Registration
Statement on Form S-4, Effective October 29, 1997 and incorporated herein by
reference.
10.1 ** Amended and Restates Credit Agreement dated as of July 9, 1997 by and
among Venture Holdings Trust, certain Borrowing Subsidiaries, as (as defined
therein) the Lenders party thereto and NBD Bank, as Agent filed as Exhibit 10.2 to
the Registrant's Registration Statement on Form S-4, effective October 29, 1997 and
incorporated herein by reference.
10.2 ** Corporate Opportunity Agreement, dated February 16, 1994, by and Statement on Form S-4,
Effective October 29, 1997 and incorporated herein by reference.
10.2.1** Agreement dated July 9, 1997 by Larry J. Winget to be bound by the terms of the Corporate
Opportunity Agreement, filed as Exhibit 10.2 for the benefit of the holders of the Issuers'
9 1/2% Senior Notes due 2005 filed as Exhibit 10.3.1 to the Registrant's Registration
Statement on Form S-4, effective October 29, 1997 and incorporated herein by reference
10.3 ** License Agreement as to Proprietary Technologies and Processes dated July 2, 1997 between
Larry J. Winget and Venture Industries Corporation, Vemco, Inc., Venture Mold &
Engineering Corporation, Venture Industries Canada Ltd., Vemco Leasing, Inc. Venture
Holdings Corporation and Venture Holdings Trust filed as Exhibit 10.30 to the
Registrant's Registration Statement on Form S-4, effective October 29, 1997 and
incorporated herein by reference
10.4 ** License Agreement as to Patents dated July 2, 1997 between Larry J. Winget and Venture
Industries Corporation, Vemco, Inc., Venture Mold & Engineering Corporation, Venture
Industries Canada Ltd., Vemco Leasing, Inc. Venture Holdings Corporation and Venture
Holdings Trust filed as Exhibit 10.31 to the Registrant's Registration Statement on Form
S-4, effective October 29, 1997 and incorporated herein by reference
27.1 * Financial Data Schedule
</TABLE>
----------------
* Filed herewith
** Previously filed
(b) Reports on Form 8-K.
The Company was not required to file a current report
on Form 8-K during the three months ended June 30,
1998 and none were filed during that period.
-11-
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VENTURE HOLDINGS TRUST,
VEMCO, INC., VENTURE
INDUSTRIES CORPORATION,
VENTURE MOLD & ENGINEERING
CORPORATION, VENTURE
LEASING COMPANY, VEMCO
LEASING, INC., VENTURE
HOLDINGS CORPORATION,
VENTURE SERVICE COMPANY AND
VENTURE INDUSTRIES CANADA,
LTD.
Date: August 14, 1998 / s / Michael G. Torakis
-------------------------
Michael G. Torakis
President and
Chief Financial Officer
Signing on behalf of each
registrant and as principal
financial officer of each
registrant.
-12-
<PAGE> 15
Exhibit Index
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
3.1 ** Restated Articles of Incorporation of Vemco, Inc. filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-4, effective October 29, 1997 and
incorporated herein by reference.
3.2 ** Restated Articles of Incorporation of Venture Industries Corporation filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.3 ** Restated Articles of Incorporation of Venture Mold & Engineering Corporation filed as
Exhibit 3.3 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.4 ** Restated Articles of Incorporation of Venture Leasing Company filed as
Exhibit 3.4 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.5 ** Restated Articles of Incorporation of Vemco Leasing Company filed as
Exhibit 3.5 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.6 ** Restated Articles of Incorporation of Venture Holdings Corporation filed as
Exhibit 3.6 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
3.7 ** Restated Articles of Incorporation of Venture Service Company filed as
Exhibit 3.7 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
4.1 ** Indenture for 9 1/2% Senior Notes due 2005 (including form of Notes) filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-4, effective
October 29, 1997 and incorporated herein by reference.
4.2 ** Registration Rights Agreements, dated as of July 9,1997 among Venture
Holdings Trust, Vemco Inc, Venture Industries Corporation, Venture Holdings
Corporation Inc., Venture Leasing Company, Venture Mold & Engineering Corporation
and Venture Service Company as Issuers, and First Chicago Capital Markets, Inc., as
Initial Purchaser filed as Exhibit 4.3 to the Registrant's Registration Statement on
Form S-4, effective October 29, 1997 and incorporated herein by reference.
4.3 ** Form of Series B Notes filed as Exhibit 4.4 to the Registrant's Registration
Statement on Form S-4, Effective October 29, 1997 and incorporated herein by
reference.
10.1 ** Amended and Restates Credit Agreement dated as of July 9, 1997 by and
among Venture Holdings Trust, certain Borrowing Subsidiaries, as (as defined
therein) the Lenders party thereto and NBD Bank, as Agent filed as Exhibit 10.2 to
the Registrant's Registration Statement on Form S-4, effective October 29, 1997 and
incorporated herein by reference.
10.2 ** Corporate Opportunity Agreement, dated February 16, 1994, by and Statement on Form S-4,
Effective October 29, 1997 and incorporated herein by reference.
10.2.1** Agreement dated July 9, 1997 by Larry J. Winget to be bound by the terms of the Corporate
Opportunity Agreement, filed as Exhibit 10.2 for the benefit of the holders of the Issuers'
9 1/2% Senior Notes due 2005 filed as Exhibit 10.3.1 to the Registrant's Registration
Statement on Form S-4, effective October 29, 1997 and incorporated herein by reference
10.3 ** License Agreement as to Proprietary Technologies and Processes dated July 2, 1997 between
Larry J. Winget and Venture Industries Corporation, Vemco, Inc., Venture Mold &
Engineering Corporation, Venture Industries Canada Ltd., Vemco Leasing, Inc. Venture
Holdings Corporation and Venture Holdings Trust filed as Exhibit 10.30 to the
Registrant's Registration Statement on Form S-4, effective October 29, 1997 and
incorporated herein by reference
10.4 ** License Agreement as to Patents dated July 2, 1997 between Larry J. Winget and Venture
Industries Corporation, Vemco, Inc., Venture Mold & Engineering Corporation, Venture
Industries Canada Ltd., Vemco Leasing, Inc. Venture Holdings Corporation and Venture
Holdings Trust filed as Exhibit 10.31 to the Registrant's Registration Statement on Form
S-4, effective October 29, 1997 and incorporated herein by reference
27.1 * Financial Data Schedule
</TABLE>
- ---------------
* Filed herewith
** Previously filed
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VENTURE HOLDINGS TRUST FOR THE
SIX MONTHS ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH (B).
</LEGEND>
<CIK> 0000864167
<NAME> VENTURE HOLDINGS TRUST
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 12,603
<SECURITIES> 0
<RECEIVABLES> 167,180
<ALLOWANCES> (2,986)
<INVENTORY> 55,881
<CURRENT-ASSETS> 241,251
<PP&E> 337,598
<DEPRECIATION> (132,091)
<TOTAL-ASSETS> 538,821
<CURRENT-LIABILITIES> 77,646
<BONDS> 364,339
0
0
<COMMON> 0
<OTHER-SE> 74,835
<TOTAL-LIABILITY-AND-EQUITY> 538,821
<SALES> 344,591
<TOTAL-REVENUES> 344,591
<CGS> 284,685
<TOTAL-COSTS> 315,144
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,842
<INCOME-PRETAX> 11,605
<INCOME-TAX> 1,052
<INCOME-CONTINUING> 10,553
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,553
<EPS-PRIMARY> 0
<EPS-DILUTED> 0<F1>
<FN>
<F1>INCLUDES THE BALANCE OF THE "AMORTIZATION OF DEBT EXPENSE AND DEBT DISCOUNT"
</FN>
</TABLE>
