<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
- -------
SECURITIES EXCHANGE ACT OF 1934
For the period ended March 31, 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 _________
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
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE #
--------------------- ------
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets -
As of March 31, 1998 and 1997 and
December 31, 1997 ..................................... 1
Consolidated Statements of Income and Trust Principal
Three months ended March 31, 1998
and March 31, 1997 .................................... 2
Consolidated Statements of Cash Flows -
Three months ended March 31, 1998
and March 31, 1997. ................................... 3
Notes to Consolidated Financial Statements ............ 4
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations ............................................ 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ...................... 9
Signatures ....................................................... 11
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VENTURE HOLDINGS TRUST
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND 1997 AND DECEMBER 31, 1997
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
March 31 December 31
-------- -----------
ASSETS 1998 1997 1997
- ------ ---- ---- ----
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 7,985 $ 690 $ 1,477
Accounts receivable 195,972 140,617 161,157
Inventories 54,354 55,837 52,616
Prepaid expenses 8,625 11,416 8,994
-------------- -------------- -------------
Total current assets 266,936 208,560 224,244
Property, Plant and Equipment, Net 205,529 204,476 205,765
Goodwill 53,428 51,275 53,900
Other Assets 25,392 14,742 25,771
Deferred Tax Assets 13,056 13,806 14,442
-------------- -------------- -------------
Total Assets $ 564,341 $ 492,859 $ 524,122
============== ============== =============
LIABILITIES AND TRUST PRINCIPAL
- -------------------------------
CURRENT LIABILITIES:
Accounts payable $ 86,601 $ 96,930 $ 70,047
Accrued payroll and taxes 10,017 8,545 7,341
Accrued interest 4,187 1,724 12,148
Accrued expenses 7,671 11,606 6,485
Current portion of long-term debt 2,384 12,909 3,122
-------------- -------------- -------------
Total current liabilities 110,860 131,714 99,143
Other Liabilities 10,853 14,616 14,281
Deferred Tax Liabilities 13,403 13,152 13,350
Long Term Debt 355,412 271,838 333,066
Trust Principal 73,813 61,539 64,282
-------------- -------------- -------------
Total Liabilities and Trust Principal $ 564,341 $ 492,859 $ 524,122
============== ============== =============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 4
VENTURE HOLDINGS TRUST
CONSOLIDATED STATEMENTS OF INCOME AND TRUST PRINCIPAL
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1998 1997
---- ----
<S> <C> <C>
NET SALES $ 166,612 $ 159,759
COST OF PRODUCT SOLD 133,616 127,802
------------ -------------
GROSS PROFIT 32,996 31,957
SELLING GENERAL AND
ADMINISTRATIVE EXPENSE 14,855 15,373
PAYMENTS TO BENEFICIARY IN
LIEU OF TRUST DISTRIBUTIONS 0 156
------------ -------------
INCOME FROM OPERATIONS 18,141 16,428
INTEREST EXPENSE 7,145 6,863
------------ -------------
INCOME BEFORE TAXES 10,996 9,565
TAX PROVISION 1,465 785
------------ -------------
NET INCOME 9,531 8,780
TRUST PRINCIPAL,
BEGINNING OF PERIOD 64,282 52,759
------------ -------------
TRUST PRINCIPAL,
END OF PERIOD $ 73,813 $ 61,539
============ =============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 5
VENTURE HOLDINGS TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
- --------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 9,531 $ 8,780
Adjustment to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 9,079 8,298
Change in accounts receivable (34,815) (10,949)
Change in inventories (1,738) (4,737)
Change in prepaid expenses 343 2,797
Change in other assets 379 2,415
Change in accounts payable 16,554 12,108
Change in accrued expenses (4,099) (9,686)
Change in other liabilities (3,428) (1,296)
Change in deferred taxes 1,465 668
--------------- --------------
Net cash (used in) provided by operating activities (6,729) 8,398
CASH FLOWS FROM INVESTING ACTIVITIES: expenditures (8,371) (7,896)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving credit agreement 23,000 (12,950)
Proceeds from issuance of debt 0 0
Principal payments on debt (1,392) (2,299)
--------------- --------------
Net cash provided by (used in) financing activities 21,608 (15,249)
--------------- --------------
NET INCREASE (DECREASE) IN CASH 6,508 (14,747)
CASH AT BEGINNING OF PERIOD 1,477 15,437
=============== ==============
CASH AT END OF PERIOD $ 7,985 $ 690
=============== ==============
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest $ 15,311 $ 8,868
=============== ==============
Cash paid during the period for taxes $ 120 $ 74
=============== ==============
</TABLE>
See notes to consolidated financial statements.
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<PAGE> 6
VENTURE HOLDINGS TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
(DOLLARS IN THOUSANDS)
1. FINANCIAL STATEMENT PRESENTATION
Information as of and for the three months ended March 31, 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 1994 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 and Experience
Management, L.L.C., Venture Service Company and Experience Management,
L.L.C. As used herein, "the Trust" refers to Venture Holdings Trust,
while "the Company" refers to (each "Subsidiary" and collectively the
"Subsidiaries")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
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, 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 are
substantially equivalent to the total assets, net earnings and net
equity of the Company on a consolidated basis. Venture Canada and
Experience Management L.L.C. collectively, represents less than 1% of
total assets, net earnings, net trust principal and operating cash flow.
2. INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of the following: March 31 December 31
-------- -----------
1998 1997 1997
---- ---- ----
<S> <C> <C> <C>
Raw material $ 27,001 $ 23,082 $ 26,036
Work-in process - manufactured parts 3,244 3,188 2,863
Work-in-process - molds 12,284 19,164 10,922
Finished goods 11,825 10,403 12,795
--------------- --------------- --------------
Total $ 54,354 $ 55,837 $ 52,616
=============== =============== ==============
</TABLE>
3. BUSINESS ACQUISITIONS
Effective August 26, 1996, the Trust acquired Bailey Corporation and its
subsidiaries. The acquisition was accounted for as a purchase with the
purchase price allocated over the estimated fair value of the assets and
liabilities assumed, resulting in goodwill of $54 million at March 31,
1998. The goodwill is being amortized over 30 years using the
straight-line method. Bailey's assets and liabilities are included in the
accompanying consolidated balance sheets at values representing the final
allocated purchase price.
Effective June 3, 1996, the Company acquired certain assets from
AutoStyle Plastics, Inc. for a purchase price of $6.7 million and entered
into a capital lease for all property, plant and equipment. The
acquisition was accounted for as a purchase with the purchase price
allocated over the estimated fair value of the assets and liabilities
assumed, resulting in goodwill of $2.6 million. The goodwill is being
amortized over 30 years using the straight-line method.
-4-
<PAGE> 7
4. DEBT
<TABLE>
<CAPTION>
Debt consists of the following: March 31 December 31
-------- -----------
1998 1997 1997
---- ---- ----
<S> <C> <C> <C>
Revolving credit agreement with fluctuating
interest rates, currently from 7.4375% to 9.0% $ 68,000 $ 78,000 $ 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 72,950 0
Term loan B with interest at 8.875% 0 44,438 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% 3,749 6,028 5,023
Installment notes payable with
interest at 5.85% to 11.75% 2,107 4,391 2,225
----------- ----------- -------------
Total 357,796 284,747 336,188
Less current portion of debt 2,384 12,909 3,122
----------- ----------- -------------
Total $ 355,412 $ 271,838 $ 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 $2.4
million as of March 31, 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.
5. 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.
-5-
<PAGE> 8
The result of these related party transactions is a net receivable,
which is included in accounts receivable as follows:
<TABLE>
<CAPTION>
March 31 December 31
1998 1997 1997
---- ---- ----
<S> <C> <C> <C>
Net Accounts Receivable $ 32,392 $ 14,047 $ 28,420
Net Accounts Payable 4,647 3,317 4,430
---------- ---------- -----------
Net Accounts Receivable $ 27,745 $ 10,730 $ 23,990
========== ========== ===========
</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
Period Ended
March 31,
---------
1998 1997
---- ----
<S> <C> <C>
Net sales 100.0 % 100.0 %
Cost of products sold 80.2 80.0
-------- --------
Gross profit 19.8 20.0
Selling, general and administrative expenses 8.9 9.6
Payments to beneficiary in lieu of trust
distributions 0.0 .1
-------- --------
Income from operations 10.9 10.3
Interest expense 4.3 4.3
-------- --------
(Loss) Income before taxes 6.6 6.0
Tax provision .9 .5
======== ========
Net (loss) income 5.7 % 5.5 %
======== ========
</TABLE>
THREE MONTH PERIOD ENDED MARCH 31, 1998 COMPARED TO THE THREE MONTH PERIOD ENDED
MARCH 31, 1997.
Net sales for the three months ended March 31, 1998 increased $6.9 million,
compared to the three months ended March 31, 1997. This is a 4.3% increase to
$166.6 million for the three months ended March 31, 1998, compared to $159.7
million, for the same period of 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.
Gross profit for the three months ended March 31, 1998 increased $1.0 million,
or 3.0%, to $33.0 million compared to $32.0 for the three months ended March 31,
1997. The increase in gross profit for the quarter is due primarily to the
increase in sales. Gross profit as a percentage of sales decreased (.2)% for the
three months ended March 31, 1998, as compared to the same period in 1997. The
decrease in gross profit as a percentage of sales is primarily attributable to
the sale price reduction efforts mandated by customers, rationalization of plant
capacities, 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.
-7-
<PAGE> 10
Selling, general and administrative expenses decreased $(.5) million, or (3.4)%
for the three months ended March 31, 1998 to $14.9 million, compared to $15.4
million in the same period of 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 $0.2 million
for the three months ended March 31, 1997. No payments were made in the first
quarter of 1998. 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 three months ended
March 31, 1998 increased $1.7 million, or 10.4%, to $18.1 million, compared to
$16.4 million in the same period of 1997. As a percentage of net sales, income
from operations increased to 10.9% in the first quarter of 1998 from 10.3% in
the first quarter of 1997.
Interest expense increased $.3 million to $7.1 million in the three months ended
March 31, 1998, compared to $6.9 million in the same period of 1997. The
increase is the result of financing of the acquisitions and increased working
capital needs.
As a result of the foregoing, net income for the three months ended March 31,
1998 increased $.7 million, to $9.5 million compared to $8.8 million for the
three months ended March 31, 1997.
- 8 -
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
The Company's consolidated working capital was $156.1 million at March 31, 1998
compared to $76.8 million at March 31, 1997, an increase of $79.3 million. The
Company's working capital ratio increased to 2.41x at March 31, 1998 from 1.58x
at March 31, 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 $7.3 million for
the three months ended March 31, 1998 compared to net cash provided of $8.4
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 $7.8 million for the three months ended March 31, 1998
compared to $7.9 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 March 31, 1998, the Company had $63.5 million of
availability thereunder. The Senior Credit Agreement and each of the
indentures for the Senior Notes and the Senior subordinated Notes contain
various covenants. As of March 31, 1998, the Company was in compliance with
all such covenants.
Net cash provided by financing activities was $21.6 million for the three months
ended March 31, 1998 compared to net cash used of $15.2 million for the same
period in 1997. The decrease is principally the result of the financing for the
acquisitions made in 1996.
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.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
EXHIBIT NO. DESCRIPTION
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.
- 9 -
<PAGE> 12
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
----------------
* 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 quarter ended September 30,
1997 and none were filed during that period.
- 10 -
<PAGE> 13
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: November 14, 1997 / 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.
- 11 -
<PAGE> 14
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF VENTURE HOLDINGS TRUST FOR THE
THREE MONTHS ENDED MARCH 31, 1998.
</LEGEND>
<CIK> 0000864167
<NAME> VENTURE HOLDINGS TRUST
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 7,985
<SECURITIES> 0
<RECEIVABLES> 199,805
<ALLOWANCES> (3,833)
<INVENTORY> 54,354
<CURRENT-ASSETS> 266,936
<PP&E> 325,840
<DEPRECIATION> (120,311)
<TOTAL-ASSETS> 564,341
<CURRENT-LIABILITIES> 110,860
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 73,813
<TOTAL-LIABILITY-AND-EQUITY> 564,341
<SALES> 166,612
<TOTAL-REVENUES> 166,612
<CGS> 133,616
<TOTAL-COSTS> 148,471
<OTHER-EXPENSES> 14,855
<LOSS-PROVISION> 3,833
<INTEREST-EXPENSE> 7,145<F1>
<INCOME-PRETAX> 10,996
<INCOME-TAX> 1,465
<INCOME-CONTINUING> 9,531
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,531
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDES THE BALANCE OF THE "AMORTIZATION OF DEBT EXPENSE AND DEBT DISCOUNT"
</FN>
</TABLE>
