<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For The Quarter Ended March 31, 1999
Commission File Number 0-19544
AUTOCAM CORPORATION
A Michigan Corporation
I.R.S. Employer Identification No. 38-2790152
4070 East Paris Avenue, Kentwood, Michigan 49512
Telephone: (616) 698-0707
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
------- -------
The number of Common Shares outstanding at May 7, 1999 was 6,306,624.
1 of 21
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE NO.
--------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1999 and
June 30, 1998 3
Consolidated Statements of Operations and Comprehensive
Income for the Three and Nine Months Ended March 31,
1999 and 1998 4
Consolidated Statements of Cash Flows for the Nine Months
Ended March 31, 1999 and 1998 5
Notes to Consolidated Financial Statements 6 - 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12 - 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None.
Item 2. Changes in Securities - None.
Item 3. Default Upon Senior Securities - None.
Item 4. Submission of Matters to a Vote of Security Holders - None.
Item 5. Other Information - None.
Item 6. Exhibits and Reports on Form 8-K - None.
</TABLE>
2
<PAGE> 3
AUTOCAM CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, 1999
In thousands, except share data (UNAUDITED) JUNE 30, 1998
----------- -------------
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and equivalents $ 1,541 $ 1,644
Accounts receivable 42,408 11,680
Inventories 15,450 6,389
Prepaid expenses and other current assets 1,586 1,088
--------- ---------
TOTAL CURRENT ASSETS 60,985 20,801
PROPERTY, PLANT AND EQUIPMENT, NET 132,460 64,421
RESTRICTED CASH AND EQUIVALENTS 1,936 5,008
GOODWILL AND OTHER INTANGIBLE ASSETS, NET 26,376 14,366
OTHER LONG-TERM ASSETS 10,941 8,853
--------- ---------
TOTAL ASSETS $ 232,698 $ 113,449
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term obligations $ 2,437 $ 6,554
Accounts payable 22,548 7,831
Accrued liabilities:
Compensation, related benefits and withholdings 8,370 1,956
Other 2,928 1,334
--------- ---------
TOTAL CURRENT LIABILITIES 36,283 17,675
LONG-TERM OBLIGATIONS, NET OF CURRENT MATURITIES 118,496 37,851
DEFERRED TAXES 26,394 10,051
DEFERRED CREDITS AND OTHER 5,619 561
MINORITY INTEREST 2,382 2,250
SHAREHOLDERS' EQUITY:
Preferred stock - 200,000 shares authorized; no shares
issued or outstanding
Common stock - 10,000,000 shares authorized;
6,306,624 and 6,102,568 shares issued and outstanding
as of March 31, 1999 and June 30, 1998, respectively 34,542 31,840
Deferred compensation (375) (491)
Accumulated comprehensive income, including related tax
benefits (4,290) (34)
Retained earnings 13,647 13,746
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 43,524 45,061
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 232,698 $ 113,449
========= =========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
AUTOCAM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------------- ----------------------------------
In thousands, except per share data 1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $ 51,181 $ 24,790 $ 129,605 $ 64,014
Cost of sales 43,149 18,286 109,454 48,786
-------- -------- --------- --------
Gross profit 8,032 6,504 20,151 15,228
Selling, general and administrative 2,727 1,721 7,199 4,145
-------- -------- --------- --------
Income from operations 5,305 4,783 12,952 11,083
Interest and other expense, net 1,995 801 5,090 2,056
Minority interest in net income 286 81 623 81
-------- -------- --------- --------
Income before tax provision 3,024 3,901 7,239 8,946
Tax provision 982 1,419 2,920 3,224
-------- -------- --------- --------
NET INCOME $ 2,042 $ 2,482 $ 4,319 $ 5,722
======== ======== ========= ========
BASIC NET INCOME PER SHARE $.32 $.39 $.68 $.90
======== ======== ========= ========
DILUTED NET INCOME PER SHARE $.32 $.38 $.66 $.88
======== ======== ========= ========
Basic weighted average shares outstanding 6,307 6,350 6,362 6,326
Diluted weighted average shares outstanding 6,442 6,581 6,545 6,521
Dividends declared per share $.02 $.04 $.08 $.08
STATEMENTS OF COMPREHENSIVE INCOME (LOSS):
Net income $ 2,042 $ 2,482 $ 4,319 $ 5,722
Other comprehensive income:
Foreign currency translation adjustments (3,883) (11) (4,256) (11)
Tax benefit 1,359 4 1,490 4
-------- -------- --------- --------
Other comprehensive income, net (2,524) (7) (2,766) (7)
-------- -------- --------- --------
COMPREHENSIVE INCOME (LOSS) ($ 482) $ 2,475 $ 1,553 $ 5,715
======== ======== ========= ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
AUTOCAM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
---------------------------------------
In thousands 1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Cash received from customers $123,570 $62,186
Cash paid to suppliers and employees (104,432) (46,169)
Income taxes paid (744) (1,132)
Interest paid (5,423) (1,774)
--------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 12,971 13,111
--------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures and deposits on equipment (21,568) (11,950)
Proceeds from sale of equipment 469 392
Acquisitions, net of cash received (54,112) (11,232)
Other 30 (395)
--------- -------
NET CASH USED IN INVESTING ACTIVITIES (75,181) (23,185)
--------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under (repayments on) lines of credit, net 12,676 (798)
Proceeds from issuance of long-term obligations 73,614 19,825
Principal payments of long-term obligations (24,122) (4,811)
Decrease (increase) in restricted cash and equivalents 3,071 (5,561)
Debt issue costs (1,632) (194)
Cash dividends paid (372) (351)
Repurchase of common shares (1,438)
Capital contribution from minority shareholder 945 26
Other 102 442
--------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 62,844 8,578
--------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND EQUIVALENTS (737)
--------- -------
Net decrease in cash and equivalents (103) (1,496)
Cash and equivalents at beginning of period 1,644 2,510
--------- -------
Cash and equivalents at end of period $ 1,541 $ 1,014
========= =======
See notes to consolidated financial statements.
</TABLE>
5
<PAGE> 6
AUTOCAM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements (the
"Financial Statements") of Autocam Corporation and its subsidiaries (together,
the "Company") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, the Financial Statements do not
include all the information and footnotes normally included in the annual
consolidated financial statements prepared in accordance with generally accepted
accounting principles. All significant intercompany accounts and transactions
have been eliminated in consolidation.
In the opinion of management, the Financial Statements reflect all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
such information in accordance with generally accepted accounting principles.
These Financial Statements should be read in conjunction with the financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1998.
Weighted average shares outstanding and earnings per share for the three and
nine months ended March 31, 1998 have been restated to give effect to a 5% share
dividend declared on October 28, 1998 and paid on November 16, 1998 to
shareholders of record on November 2, 1998.
RECLASSIFICATIONS - Certain reclassifications have been made to the Balance
Sheet as of June 30, 1998, the Statements of Operations and Comprehensive Income
for the three and nine months ended March 31, 1998 and the Statement of Cash
Flows for the nine months ended March 31, 1998 in order to conform to fiscal
1999 presentations.
2. BUSINESS COMBINATION
Effective October 1, 1998, the Company, through its wholly-owned subsidiary,
Autocam France SARL ("AF"), a French limited liability company, acquired the
rights to all the outstanding common shares of Compagnie Financiere du Leman SA
("CFL"), a French holding corporation, which owns all of the equity interest of
Frank & Pignard SA, a French corporation ("F&P") for 300 million French Francs
("FF"). The Company has agreed to pay a maximum additional amount of FF60
million based upon the ability of F&P to meet certain predetermined operating
performance goals in 1999.
F&P, located in Cluses, France, is a leading manufacturer of precision-machined
metal components consisting primarily of power steering, diesel fuel injection
and braking system components to leading global automotive manufacturers and
their tier-one suppliers. Through the stock purchase, which was accounted for
under the purchase method of accounting, AF acquired all the operating assets of
F&P, which includes its machinery and equipment and leases of the manufacturing
facilities, and assumed all its liabilities, including $20 million in bank debt.
6
<PAGE> 7
AUTOCAM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 1999
2. BUSINESS COMBINATION - CONCLUDED
The purchase price was financed through a $140 million credit facility with the
Company's primary lending institution, as agent (the "Agreement"), which
includes a $70 million five-year revolving credit facility, a FF281 million ($50
million) five-year acquisition term note used directly to fund the purchase of
F&P, and a FF112 million ($20 million) six-year term note used to refinance
existing F&P debt.
The following unaudited pro forma combining condensed statements of operations
for the nine months ended March 31, 1999 and 1998 are based upon the historical
consolidated statements of operations of the Company and the consolidated
statements of operations of CFL for those periods presented, after giving effect
to the acquisition as if such transaction had occurred on July 1, 1997. These
pro forma results are based upon assumptions considered appropriate by
management and include adjustments as considered necessary in the circumstances.
Such adjustments include interest expense that would have been incurred to
finance the purchase, less depreciation expense based on the fair market value
of the property and equipment acquired, the amortization of goodwill arising
from the transaction ($16.8 million), and the corresponding tax effects of the
pro forma adjustments. These pro forma results have been prepared for
comparative purposes only and do not purport to be indicative of results which
would have actually been reported had the acquisitions taken place on July 1,
1997 or which may be reported in the future.
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
In thousands, except per share data (UNAUDITED)
--------------------------------------------------
1999 1998
---- ----
<S> <C> <C>
Sales $149,296 $123,793
Net income 4,519 8,207
Diluted net income per share $ .69 $ 1.26
</TABLE>
3. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, 1999
In thousands (UNAUDITED) JUNE 30, 1998
----------- -------------
<S> <C> <C>
Raw materials $ 2,909 $1,510
Production supplies 2,950 1,249
Work in-process 6,971 2,501
Finished goods 2,620 1,129
-------- ------
TOTAL INVENTORIES $ 15,450 $6,389
======== ======
</TABLE>
7
<PAGE> 8
AUTOCAM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 1999
4. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment consists of the following:
<TABLE>
<CAPTION>
MARCH 31, 1999
In thousands (UNAUDITED) JUNE 30, 1998
----------- -------------
<S> <C> <C>
Land and improvements $ 1,865 $ 1,769
Buildings and improvements 9,807 6,815
Leasehold improvements 485 418
Machinery and equipment 146,501 73,222
Furniture and fixtures 5,165 3,931
Construction in progress 86 2,451
---------- ---------
TOTAL 163,909 88,606
Accumulated depreciation and amortization (31,449) (24,185)
---------- ---------
PROPERTY, PLANT AND EQUIPMENT, NET $ 132,460 $ 64,421
========== =========
</TABLE>
5. LONG-TERM OBLIGATIONS
Long-term obligations consist of the following (interest rates are as of March
31, 1999):
<TABLE>
<CAPTION>
MARCH 31, 1999
In thousands (UNAUDITED) JUNE 30, 1998
----------- -------------
<S> <C> <C>
Revolving credit loan with banks, 5.16 - 7.09% $ 46,889 $ 7,001
Acquisition term note with banks, 6.91% 46,198
Term note with banks, 3.51% 18,389 22,051
Industrial Revenue Bonds, 3.2% 8,615 9,000
Note payable to Propart Corporation, 12% 707 4,320
Lines of credit and other 135 2,033
---------- ---------
TOTAL 120,933 44,405
Current maturities (2,437) (6,554)
---------- ---------
LONG-TERM $ 118,496 $ 37,851
========== =========
</TABLE>
In April 1999, the Company initiated a process to redeem the Industrial Revenue
bonds effective June 1, 1999. This debt will be refinanced using borrowings
under the revolving credit loan with banks.
8
<PAGE> 9
AUTOCAM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 1999
6. INCOME TAXES
Income taxes as a percentage of income before tax provision and minority
interest were 29.7% and 35.6% for the three months ended March 31, 1999 and
1998, respectively, and 37.1% and 35.7% for the nine months ended March 31, 1999
and 1998, respectively. The effective tax rate for the three months ended March
31, 1999 was less than the U.S. Federal statutory rate due primarily to the tax
benefit recorded in connection with the reduction in France's Federal statutory
rate from 41.67% to 40% on January 1, 1999. This rate reduction allowed the
Company to reduce its liability for deferred taxes by $380,000.
The effective tax rate for the nine months ended March 31, 1999 exceeded the
U.S. Federal statutory rate due primarily to the following:
- - The recognition of French income taxes, which carry a statutory rate higher
than that of the United States, net of the benefit discussed in the
previous paragraph.
- - The recognition of state income taxes.
- - The recognition of $265,000 in Federal income tax expense caused by the
dissolution of the Company's interest-charge Domestic International Sales
Corporation during the first quarter of fiscal 1999.
7. STOCK-BASED COMPENSATION
The Company has reserved 1,126,875 common shares, in aggregate, for issuance to
employees under the 1991 Incentive Stock Option Plan and the 1998 Key Employee
Stock Option Plan (together, the "Plans"). Options are not exercisable prior to
twelve months from or ten years after the grant date. Options granted vest at a
rate of twenty percent annually over a five-year period. Had the Company
accounted for the Plans based on the fair value of awards at the grant dates as
prescribed by Statement of Financial Accounting Standard No. 123 ("SFAS 123"),
"Accounting for Stock-Based Compensation," the Company's net income and net
income per share would have been decreased as indicated below.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
In thousands, except per share data MARCH 31, MARCH 31,
----------------------------------- -----------------------------------
1999 1998 1999 1998
---- ---- ---- ----
Net income:
<S> <C> <C> <C> <C>
As reported $2,042 $2,482 $4,319 $5,722
Pro forma 1,946 2,381 4,029 5,417
Basic net income per share:
As reported $ .32 $ .39 $ .68 $ .90
Pro forma .31 .37 .63 .86
Diluted net income per share:
As reported $ .32 $ .38 $ .66 $ .88
Pro forma .30 .36 .62 .83
</TABLE>
9
<PAGE> 10
AUTOCAM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
MARCH 31, 1999
7. STOCK-BASED COMPENSATION - CONCLUDED
The effects of applying SFAS 123 on a pro forma basis may not be representative
of the effects on reported pro forma net income for future periods as the
estimated compensation costs reflect only options vesting after June 30, 1995.
Under the methodology of SFAS 123, the fair value of the Company's fixed stock
options was estimated at the date of grant using the Black-Scholes
option-pricing model. The multiple option approach was used, with the following
weighted-average assumptions for all periods presented: dividend yield, 1%;
expected volatility, 45.33%; risk-free interest rate, 4%; and, expected life of
options, 10 years.
8. SUPPLEMENTAL CASH FLOW INFORMATION
The following is a reconciliation of net income to net cash provided by
operating activities and other supplemental cash flow information:
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
MARCH 31,
In thousands (UNAUDITED)
---------------------------------------
1999 1998
---- ----
<S> <C> <C>
Net income $ 4,319 $ 5,722
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 10,295 5,518
Deferred taxes 3,075 789
Minority interest in net income and other, net 293 100
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (4,487) (1,626)
Inventories (801) (203)
Prepaid expenses and other current assets 312 (261)
Other long-term assets 1,014 (63)
Accounts payable (1,192) 952
Accrued liabilities (1,271) 2,232
Deferred credits and other 1,414 (49)
--------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 12,971 $13,111
========= =======
DETAILS OF F&P ACQUISITION:
Fair value of assets acquired $125,785
Cash paid (52,102)
Professional fees paid (1,770)
--------
LIABILITIES ASSUMED $ 71,913
========
</TABLE>
10
<PAGE> 11
AUTOCAM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
MARCH 31, 1999
8. SUPPLEMENTAL CASH FLOW INFORMATION - CONCLUDED
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTION - According to terms of the
agreement to acquire a controlling interest in Autocam do Brasil, the final
purchase price could be reduced as a result of a deficiency in earnings before
interest and taxes from an agreed-upon level during the eighteen months ending
June 30, 1999. During the quarter ended December 31, 1998, it was concluded that
the maximum purchase price adjustment will be realized, and therefore, Goodwill
and Long-Term Debt were reduced by $2.5 million during that quarter.
11
<PAGE> 12
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1999
This Quarterly Report on Form 10-Q contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995. Forward-looking
statements should be read with the cautionary statements and important factors
included herein. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance and underlying
assumptions and other statements, which are other than statements of historical
facts. Such forward-looking statements may be identified, without limitation, by
the use of the words "anticipates," "estimates," "expects," "intends," "plans,"
"predicts," "projects," and other similar expressions. The Company's
expectations, beliefs and projections are expressed in good faith and are
believed by the Company to have a reasonable basis, including without
limitation, management's examination of historical operating trends, data
contained in the Company's records and other data available from third parties,
but there can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished.
BUSINESS COMBINATION
Effective October 1, 1998, the Company, through its wholly-owned subsidiary,
Autocam France SARL ("AF"), a French limited liability company, acquired the
rights to all the outstanding common shares of Compagnie Financiere du Leman SA
("CFL"), a French holding corporation, which owns all of the equity interest of
Frank & Pignard SA, a French corporation ("F&P") for 300 million French Francs
("FF"). The Company has agreed to pay a maximum additional amount of FF60
million based upon the ability of F&P to meet certain predetermined operating
performance goals in 1999.
F&P, located in Cluses, France, is a leading manufacturer of precision-machined
metal components consisting primarily of power steering, diesel fuel injection
and braking system components to leading global automotive manufacturers and
their tier-one suppliers. Through the stock purchase, which was accounted for
under the purchase method of accounting, AF acquired all the operating assets of
F&P, which includes its machinery and equipment and leases of the manufacturing
facilities, and assumed all its liabilities, including $20 million in bank debt.
The purchase price was financed through a $140 million credit facility with the
Company's primary lending institution, as agent (the "Agreement"), which
includes a $70 million five-year revolving credit facility, a FF281 million ($50
million) five-year acquisition term note used directly to fund the purchase of
F&P, and a FF112 million ($20 million) six-year term note used to refinance
existing F&P debt.
12
<PAGE> 13
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the components of the
Company's Consolidated Statements of Operations as a percentage of sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
--------------------------------------- ---------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 84.3% 73.8% 84.5% 76.2%
----- ----- ----- -----
Gross profit 15.7% 26.2% 15.5% 23.8%
Selling, general and administrative 5.3% 6.9% 5.5% 6.5%
----- ----- ----- -----
Income from operations 10.4% 19.3% 10.0% 17.3%
Interest and other expense, net 3.9% 3.2% 3.9% 3.2%
Minority interest in net income .6% .4% .5% .1%
----- ----- ----- -----
Income before tax provision 5.9% 15.7% 5.6% 14.0%
Tax provision 1.9% 5.7% 2.3% 5.1%
----- ----- ----- -----
NET INCOME 4.0% 10.0% 3.3% 8.9%
===== ===== ===== =====
</TABLE>
SALES
The following table indicates the Company's sales (in thousands) and percentage
of total sales by product application for the three- and nine-month periods
ended March 31, 1999 and 1998:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, FOR THE NINE MONTHS ENDED MARCH 31,
--------------------------------------------- ----------------------------------------------
1999 1998 1999 1998
--------------------- -------------------- ---------------------- --------------------
Transportation:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fuel systems $21,202 41.4% $13,427 54.2% $ 61,285 47.3% $36,208 56.6%
Power steering
systems 13,397 26.2 30,296 23.4
Braking systems 6,710 13.1 4,829 19.4 16,466 12.7 12,908 20.1
Other 7,249 14.2 708 2.9 12,130 9.3 1,601 2.5
------- ----- ------- ----- -------- ---- ------- -----
Total transportation 48,558 94.9 18,964 76.5 120,177 92.7 50,717 79.2
Medical devices 1,351 2.6 2,462 9.9 6,747 5.2 6,785 10.6
Computer electronics 50 .1 2,728 11.0 268 .2 5,348 8.4
Other 1,222 2.4 636 2.6 2,413 1.9 1,164 1.8
</TABLE>
13
<PAGE> 14
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
SALES - CONCLUDED
Sales of components for fuel system applications were $21,202,000 and
$61,285,000 for the three and nine months ended March 31, 1999, respectively,
representing increases of 58% and 69%, respectively, from sales of the same
respective periods in the prior year. The Company gained market share through
the acquisitions of F&P and a controlling interest in Qualipart Industria E
Comercio Ltda., subsequently renamed Autocam do Brasil Usinagem Ltda. ("Autocam
do Brasil") in January 1998. These subsidiaries generated sales of diesel fuel
injection components totaling $3,874,000 and $15,223,000 during the three and
nine months ended March 31, 1999. Additionally, the Company increased sales to
existing fuel systems customers, due primarily to component sales on new fuel
injector programs, which added $3,762,000 and $8,897,000 in sales for the three
and nine months ended March 31, 1999, respectively, versus the same respective
periods in fiscal 1998. These increases more than offset the negative sales
impact during the fiscal 1999 nine-month period presented associated with the
loss of sales of mature product caused by the July 1998 strike at General Motors
Corporation.
The Company's acquisition of F&P added power steering system components to the
Company's product offerings. All sales are to European-based customers. The
acquisitions of F&P and Autocam do Brasil resulted in additional sales of
braking and other transportation system components. In addition, the Company
experienced growth in its U.S.-based braking system business due primarily to
component sales on new braking system programs. Sales on these programs
increased 33% when comparing both the three- and nine-month periods of fiscal
1999 to the same respective periods in fiscal 1998.
Sales of medical device components were $1,351,000 and $6,747,000 for the three
and nine months ended March 31, 1999, respectively, representing decreases of
45% and 1%, respectively, as compared to the same respective periods in the
prior year. The decline in sales when comparing the three-month periods
presented can be primarily attributed to the cancellation of a contract with a
significant cardiovascular stent customer in November 1998. Sales comparisons
for the nine-month periods presented were less impacted by the loss of this
business because the Company received a $1,189,000 cancellation charge in
December 1998 negotiated with the intent to offset the cost of underutilized
labor and equipment left idle by the cessation of business with this customer.
Sales of components for computer electronic applications declined $2,678,000 and
$5,080,000 when comparing the three- and nine-month periods ended March 31, 1999
to the same periods in fiscal 1998. During the three and nine months ended March
31, 1998, the Company produced and sold key components used in computer
microprocessor subassemblies and specialty metal fasteners used in the
manufacture of suspension assemblies for rigid disk drives. The Company had
virtually no sales to this industry during the fiscal 1999 periods presented as
short product life cycles eliminated these components.
The Company expects significant sales growth during the fourth quarter of fiscal
1999 (in comparison to the fourth quarter of fiscal 1998) due to incremental
sales of $24 million from F&P and the continued expansion of fuel and braking
system component sales as new programs move toward full production. These sales
gains are expected to be partially offset by a decline in sales of
cardiovascular stents of $1,200,000 during the fourth quarter of fiscal 1999
(versus the same period in fiscal 1998) caused by the stent contract
cancellation referred to in the second preceding paragraph.
14
<PAGE> 15
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
GROSS PROFIT
Gross profit (as a percentage of sales) fell by 10.5 and 8.3 percentage points
for the three and nine months ended March 31, 1999, respectively, versus the
same respective periods in fiscal 1998. The three- and nine-month declines can
be attributed to the following factors:
- - The loss of significant cardiovascular stent and computer electronics
contracts (see Sales) had a detrimental impact on gross profit in both
fiscal 1999 periods presented relative to those presented for fiscal 1998
as such contracts carried gross margins higher than those typically
experienced in the transportation industry.
- - There has been a fundamental shift in the mix of sales by the Company's
U.S. operations. In certain instances, customers have phased out mature
products as they change from old to new generation fuel and braking
systems. The Company historically experiences lower margins on new program
start-ups until its continuous improvement efforts can improve
manufacturing efficiencies and reduce waste. The Company was involved in
five major program start-ups during the nine months ended March 31, 1999.
- - The Company expected to begin production on a new braking system program
for its largest customer in the summer of 1998. The program was delayed
until the third quarter of fiscal 1999; however, the Company had the
necessary labor and equipment resources in place as of July 1998. Such
resources were underutilized during the six-month period ended December 31,
1998.
- - F&P generated a lower gross profit percentage than that historically
generated by the Company during the nine months ended March 31, 1999 which
reduced gross profit (as a percentage of sales) by nearly 1 percentage
point when compared to the nine months ended March 31,1998.
- - The Company experienced manufacturing difficulties resulting from the
transfer of production for a key customer of its Brazilian operation to one
of its U.S. facilities. The customer expedited the timetable for this
transfer of production, which caused the Company to incur significantly
more start-up costs than originally anticipated depressing the Company's
overall gross profit (as a percentage of sales) by one-half of one
percentage point for the fiscal 1999 nine-month period presented when
comparing to the same period in fiscal 1998.
Gross profit for the nine months ended March 31, 1999 was also negatively
impacted by work stoppages at the Company's largest fuel system customer's
facilities. Direct and indirect sales to that customer were lower than expected,
and the Company's ability to reduce costs, particularly labor, was largely
dictated by the West Michigan market for skilled machinists. With an area
unemployment rate of 2-3%, management concluded that laying off quality
machinists in answer to a short-term demand decline would adversely affect the
Company's ability to attain future growth objectives if it were unable to retain
its skilled labor base.
15
<PAGE> 16
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
GROSS PROFIT - CONCLUDED
Management expects that gross profit (as a percentage of sales) for the fourth
quarter of fiscal 1999 should improve by one percentage point over that reported
in the quarter ended March 31, 1999. Over the next three months, management
expects the growth in demand for new fuel systems program components should
allow for improved labor and equipment utilization typically gained through
continuous improvement activities, thereby improving gross profit. Management
also anticipates early benefits through cost savings derived from the
implementation of its production and inventory control systems at its foreign
operations, and in the U.S. operations through various manufacturing cost
improvements.
In fiscal 2000, management expects further improvement in gross profit through
the continued implementation of its production and inventory control systems at
its foreign operations, which it expects will significantly improve labor and
equipment productivity. Gross profit improvement is also expected as a result of
the planned consolidation of its Gaffney, South Carolina and Dowagiac, Michigan
facilities.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses (as a percentage of sales) were
5.3% and 5.5% for the three and nine months ended March 31, 1999 versus 6.9% and
6.5% of sales for the respective periods in fiscal 1998. These expenses
decreased as a percentage of sales due to the inclusion of F&P's operating
results in the Company's statements of operations. F&P's selling, general and
administrative expenses have historically approximated 4% of sales. Management
expects that selling, general and administrative expenses, as a percentage of
sales, will approximate fiscal 1999 third quarter levels during the fourth
quarter of fiscal 1999.
INTEREST AND OTHER EXPENSE, NET
Net interest and other expense for the three and nine months ended March 31,
1999 increased $1,194,000 and $3,034,000, respectively, from the same respective
periods in the previous year. These increases are due primarily to an increase
in average borrowings outstanding during the fiscal 1999 periods presented
caused by the acquisitions of Autocam do Brasil and F&P, which increased debt
outstanding by $80.5 million. Amounts reported for the three and nine months
ended March 31, 1999 included net foreign currency transaction gains of $708,000
and $739,000, respectively.
Management anticipates that interest and other expense over the next three
months will approximate $2.4 million.
16
<PAGE> 17
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
TAX PROVISION
Income taxes as a percentage of income before tax provision and minority
interest were 29.7% and 35.6% for the three months ended March 31, 1999 and
1998, respectively, and 37.1% and 35.7% for the nine months ended March 31, 1999
and 1998, respectively. The effective tax rate for the three months ended March
31, 1999 was less than the U.S. Federal statutory rate due primarily to the tax
benefit recorded in connection with the reduction in France's Federal statutory
rate from 41.67% to 40% on January 1, 1999. This rate reduction allowed the
Company to reduce its liability for deferred taxes by $380,000.
The effective tax rate for the nine months ended March 31, 1999 exceeded the
U.S. Federal statutory rate due primarily to the following:
- - The recognition of French income taxes, which carry a statutory rate higher
than that of the United States, net of the benefit discussed in the
previous paragraph.
- - The recognition of state income taxes.
- - The recognition of $265,000 in Federal income tax expense caused by the
dissolution of the Company's interest-charge Domestic International Sales
Corporation during the first quarter of fiscal 1999.
Management expects the Company's effective tax rate to approximate 40% during
the fourth quarter of fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
Management believes that the Company has adequate credit facilities and cash
available to meet its working capital and capital expenditure needs for the
foreseeable future. The Agreement includes a $70 million five-year revolving
credit facility, a $50 million five-year acquisition term note and a $20 million
six-year term note. In connection therewith, all of the Company's existing bank
debt was refinanced during the second quarter of fiscal 1999 using the $70
million revolving credit facility. The Company has $14.5 million in borrowing
availability under the revolving credit facility as of March 31, 1999. Principal
obligations under the revolving credit facility are due at the expiration of the
facility. Principal obligations under the $50 million and $20 million term notes
are as follows:
<TABLE>
<CAPTION>
In thousands $50 MILLION NOTE $20 MILLION NOTE
---------------- ----------------
<S> <C> <C>
Fiscal 2000 $ 4,620
Fiscal 2001 11,550
Fiscal 2002 13,860
Fiscal 2003 13,860
Fiscal 2004 2,308 $11,493
Thereafter 6,896
-------- -------
TOTAL $ 46,198 $18,389
======== =======
</TABLE>
17
<PAGE> 18
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
LIQUIDITY AND CAPITAL RESOURCES - CONCLUDED
Interest is due monthly on all facilities under the Agreement at variable
interest rates. The Agreement includes certain covenants requiring the Company
to maintain minimum levels of tangible net worth and prohibits the Company from
exceeding certain leverage ratios.
New equipment placed into service and deposits paid on future equipment
purchases during the nine months ended March 31, 1999 totaling $20.9 million
were financed primarily through operating cash flows and borrowings under the
Company's revolving credit facility. The Company also acquired certain assets
previously subject to an operating lease agreement at a cost of $662,000.
In order to meet demand primarily from transportation customers, management will
purchase $9 million of equipment over the next quarter (on which deposits of
$2.5 million had been placed as of March 31, 1999). Management expects to
finance these purchases with cash on hand, restricted cash and equivalents,
operating cash flows, operating leases and bank borrowings under its new credit
facility. Additionally, certain of these planned capital expenditures will be
required by the Company's Brazilian operations. Approximately $588,000 of this
investment is expected to be financed through capital contributions by Autocam
do Brasil's minority shareholder.
IMPACT OF YEAR 2000 ISSUE
The Company recognizes the importance of the Year 2000 issue and has been giving
high priority to it. In July 1998, the Company created a Year 2000 project team
to supervise a comprehensive risk-based assessment of the Company's Year 2000
readiness. The team's objective is to insure an uninterrupted transition into
the Year 2000. The scope of the Year 2000 readiness effort includes software,
hardware, electronic data interchange, manufacturing and lab equipment,
environmental and safety systems, facilities, utilities and supplier readiness.
Since the Company makes predominate use of recent operating versions of packaged
computer applications in its business and believes such applications to be Year
2000 compliant, management considers the risk of a material adverse effect on
the operations of the Company to be remote. As of March 31, 1999, the Company
had spent $16,000 in connection with the planned assessment.
The Company is utilizing both internal and external resources to remediate and
test all applications and computer, manufacturing and facilities equipment that
may be adversely impacted by Year 2000 issues. Evaluation of the most serious
Year 2000 compliance issues for information systems resident in United States
facilities was completed in January 1999 and is expected to be completed for
foreign facilities by July 1999. Management expects to complete its assessment,
employing an outside consultant to assist therein, during the fourth quarter of
fiscal 1999 at an additional cost not expected to exceed $50,000. Costs to test
and remediate its systems, if any, are not expected to exceed $200,000.
18
<PAGE> 19
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
IMPACT OF YEAR 2000 ISSUE - CONCLUDED
In addition to internal Year 2000 software and equipment remediation activities,
the Company has contacted its key suppliers and all its electronic commerce
customers to assess their compliance. There can be no absolute assurances that
there will not be a material adverse effect on the Company if third parties do
not convert their systems in a timely manner and in a way that is compatible
with the Company's systems. The Company believes that its diligent actions with
suppliers and customers will minimize these risks. In any event, the Company
believes that it has adequate back-up manual and contingency systems in place
that will allow it to ship its primary products and invoice its customers in the
unlikely event that its assessment, testing and remediation efforts do not
detect a materially adverse Year 2000 compliance problem in its software or
equipment or with its suppliers or customers.
The Company's current estimates of the amount of time and costs necessary to
remediate and test its computer systems are based on the facts and circumstances
existing at this time. The estimates were derived utilizing multiple assumptions
of future events including the continued availability of certain resources,
third-party modification plans and implementation success, and other factors.
New developments may occur that could affect the Company's estimates of the
amount of time and costs necessary to modify and test its systems for Year 2000
compliance. These developments include, but are not limited to, (i) the
availability and cost of personnel trained in this area, (ii) the ability to
locate and correct all relevant computer code and equipment, and (iii) the
planning and modification success attained by the Company's suppliers and
customers.
FOREIGN CURRENCY TRANSACTIONS
In January 1999, the Brazilian government permitted its currency to trade freely
against the U.S. Dollar, resulting in a significant devaluation of the Real
versus the U.S. Dollar. Between November 30, 1998 and February 28, 1999 (the
beginning and end of Autocam do Brasil's third fiscal quarter), the total
devaluation was 69%. Since the Brazilian economy is not considered to be
hyperinflationary (as defined by U.S. generally accepted accounting principles),
the Company expects no materially negative impact on its future earnings;
however, the devaluation will impair the book value of net assets employed by
Autocam do Brasil, and it will negatively impact comprehensive income. If the
Brazilian economy were to lapse into a hyperinflationary cycle, a material
weakening of the Real versus the U.S. Dollar could have an impact on the
earnings of the Company.
19
<PAGE> 20
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
MARCH 31, 1999
FOREIGN CURRENCY TRANSACTIONS - CONCLUDED
On January 1, 1999, eleven of fifteen member countries of the European Union
established fixed conversion rates between their existing currencies ("legacy
currencies") and adopted the Euro as their new common currency. The Euro will
trade on currency exchanges and the legacy currencies will remain legal tender
in the participating countries for a transition period between January 1, 1999
and January 1, 2002. Beginning on January 1, 2002, Euro denominated bills and
coins will be issued and legacy currencies will be withdrawn from circulation.
The Company has established plans to assess and address the potential impact to
its French operations that may result from the Euro conversion. These issues
include, but are not limited to, (1) the technical challenges to adapt
information systems to accommodate Euro transactions, (2) the impact on currency
exchange rate risks, (3) the impact on existing contracts, and (4) tax and
accounting implications. The Company expects that the Euro conversion will not
have a material adverse impact on its financial condition or results of
operations.
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 14, 1999
Autocam Corporation
/s/ John C. Kennedy
-----------------------
John C. Kennedy
Principal Executive Officer
/s/ Warren A. Veltman
-----------------------
Warren A. Veltman
Principal Financial and
Accounting Officer
21
<PAGE> 22
Exhibit Index
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000879235
<NAME> AUTOCAM CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 1,541
<SECURITIES> 0
<RECEIVABLES> 42,408
<ALLOWANCES> 0
<INVENTORY> 15,450
<CURRENT-ASSETS> 60,985
<PP&E> 163,909
<DEPRECIATION> 31,449
<TOTAL-ASSETS> 232,698
<CURRENT-LIABILITIES> 36,283
<BONDS> 118,496
0
0
<COMMON> 34,542
<OTHER-SE> 8,982
<TOTAL-LIABILITY-AND-EQUITY> 232,698
<SALES> 129,605
<TOTAL-REVENUES> 129,605
<CGS> 109,454
<TOTAL-COSTS> 109,454
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,090
<INCOME-PRETAX> 7,239
<INCOME-TAX> 2,920
<INCOME-CONTINUING> 4,319
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,319
<EPS-PRIMARY> .68
<EPS-DILUTED> .66
</TABLE>
