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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For The Quarter Ended September 30, 1998
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
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The number of Common Shares outstanding at November 6, 1998 was 6,107,763.
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INDEX
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PART I - FINANCIAL INFORMATION PAGE NO.
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Item 1. Financial Statements - None.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Amended to
include discussion updating the impact of the Year 2000
issue on the Company in accordance with SEC
Interpretation Release No. 33-7558, "Statement of the
Commission regarding disclosure of Year 2000 issues and
consequences by public companies, investment advisers,
investment companies, and municipal securities issuers." 3-8
PART II - OTHER INFORMATION
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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.
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PART I
ITEM 2.
AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1998
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.
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:
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THREE MONTHS ENDED
SEPTEMBER 30,
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1998 1997
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Sales 100.0% 100.0%
Cost of sales 85.7% 80.5%
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Gross profit 14.3% 19.5%
Selling, general and administrative 7.3% 5.7%
Other operating expenses .2% .3%
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Income from operations 6.8% 13.5%
Interest and other expense, net 3.3% 3.5%
Minority interest in net income .6%
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Income before tax provision 2.9% 10.0%
Tax provision 2.2% 3.5%
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NET INCOME .7% 6.5%
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AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
SEPTEMBER 30, 1998
SALES
The following table indicates the Company's sales (in thousands) and percentage
of total sales by product application for the three-month periods ended
September 30, 1998 and 1997:
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FOR THE THREE MONTHS ENDED SEPTEMBER 30,
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1998 1997
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Transportation:
Fuel systems $15,817 65.8% $10,172 58.4%
Braking systems 4,037 16.8 4,043 23.2
Other 1,146 4.8 427 2.4
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Total transportation 21,000 87.4 14,642 84.0
Medical devices 2,468 10.3 1,870 10.7
Computer electronics 10 670 3.9
Other 542 2.3 247 1.4
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Sales of components for fuel system applications were $15,817,000 for the three
months ended September 30, 1998, an increase of 55% from sales of the same
period in the prior year. The Company gained market share through the sale of
$3,090,000 of diesel fuel injection components by acquiring a controlling
interest in Qualipart Industria E Comercio, Ltda. ("Qualipart"), subsequently
renamed, Autocam do Brasil Usinagem, Ltda. ("Autocam do Brasil") in January
1998. Additionally, one of the Company's largest fuel systems customers embarked
on a new fuel injector program subsequent to the first quarter of fiscal 1998
and two others increased demand for components for their new injector programs
during the first quarter of fiscal 1999 relative to the same period in fiscal
1998. Together, these positive factors added $2,408,000 in sales, which more
than offset the negative sales impact associated with the loss of sales of
mature product caused by the July and August 1998 strikes at General Motors
Corporation.
Sales of components for other transportation applications for the three months
ended September 30, 1998 were $1,146,000, an increase of $719,000 from the first
quarter of fiscal 1998. This increase can be attributed entirely to the
acquisition of Autocam do Brasil, which supplies components to several customers
for use in electronic transmissions and motors for automobile applications.
Sales of medical device components were $2,468,000 for the three months ended
September 30, 1998, an increase of 32% as compared to the same period in the
prior year. Sales of coronary stents increased $505,000 when comparing the first
quarter of fiscal 1999 to the same period in fiscal 1998. The Company expanded
its customer base and now supplies coronary stents to three customers, one of
which is now subject to a three-year supply agreement.
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AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
SEPTEMBER 30, 1998
SALES - CONCLUDED
Sales of components for computer electronic applications declined $660,000 from
the first quarter of fiscal 1998 to the first quarter of fiscal 1999. During the
three months ended September 30, 1997, 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 quarter
ended September 30, 1998 as short product life cycles eliminated these
components.
Effective October 1, 1998, the Company, through its wholly-owned subsidiary,
Autocam France SARL, acquired the rights to all the outstanding common shares of
Compagnie Financiere du Leman SA, which owns all of the equity interest of Frank
& Pignard SA ("F&P"). F&P is a leading supplier of precision-machined metal
components primarily to customers located in France and engaged in the business
of producing power steering, diesel fuel injection and braking systems for the
transportation industry. F&P is expected to add $60 million in sales over the
nine months ending June 30, 1999. Also, the Company expects to see continued
expansion of fuel system component sales as new injector programs move toward
full production during the next nine months, and it reports a full year of sales
from its Brazilian operations.
GROSS PROFIT
Gross profit for the three months ended September 30, 1998 and 1997 represented
14.3% and 19.5% of sales, respectively. The Company was negatively impacted by
labor 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.
The Company also 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.
Management expects that gross profit, as a percentage of sales, for the
remainder of the fiscal year should rise to levels slightly below those reported
for fiscal 1998. This improvement over first quarter levels is expected to be
generated by growth in demand for new fuel systems program components thereby
allowing for improved labor and equipment utilization typically gained through
continuous improvement activities. Also, management anticipates a modest
increase in demand for coronary stents that carry gross profit margins generally
higher than those typically experienced by the sale of components to the
transportation industry.
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AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
SEPTEMBER 30, 1998
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses, as a percentage of sales, were
7.3% and 5.7% during the three months ended September 30, 1998 and 1997,
respectively. These expenses increased monetarily and as a percentage of sales
due to the Autocam do Brasil acquisition. Such operations typically generate
selling, general and administrative expenses in the range of 11.5%. Management
expects that selling, general and administrative expenses, as a percentage of
sales, will increase from current levels over the remainder of fiscal 1999 as
F&P's historical expense levels, as a percentage of sales, of 10.5% are higher
than those experienced by the Company.
OTHER OPERATiNG EXPENSES
Other operating expenses represent the straight-line amortization of employment
and deferred compensation agreements between the Company and a key employee.
INTEREST AND OTHER EXPENSE, NET
Net interest and other expense for the three months ended September 30, 1998
increased $182,300 from the same period in the previous year. This increase is
due primarily to an increase in average borrowings outstanding during the
quarter ended September 30, 1998 caused by the acquisition of Autocam do Brasil.
Management anticipates that interest expense, as a percentage of sales, over the
next nine months will approximate $2.6 million each quarter. The increase in
expense can be attributed to the increase in bank borrowings as a result of the
F&P acquisition.
MINORITY INTEREST IN NET INCOME
The amount reported in this line represents the minority shareholder's interest
in the net earnings of Autocam do Brasil.
TAX PROVISION
Income taxes as a percentage of income before tax provision and minority
interest were 61.4% and 35.2% for the three months ended September 30, 1998 and
1997, respectively. The effective tax rate for the quarter ended September 30,
1998 exceeded the statutory rate due primarily to the recognition of $265,000 in
Federal income tax expense caused by the dissolution of the Company's
interest-charge Domestic International Sales Corporation to be replaced with a
Foreign Sales Corporation. The September 30, 1998 amount includes provisions for
Brazilian Federal and South Carolina State income taxes. Both amounts include
provisions for California Unitary taxes.
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AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONTINUED
SEPTEMBER 30, 1998
TAX PROVISION - CONCLUDED
Management expects the Company's effective tax rate to approximate 38% for the
remainder of fiscal 1999. The increase over historical levels can be primarily
attributed to the fact that F&P's incremental income tax rate is 41%.
LIQUIDITY AND CAPITAL RESOURCES
New equipment placed into service and deposits paid on future equipment
purchases during the quarter ended September 30, 1998 totaling $5.6 million were
financed primarily through operating cash flows and borrowings under its
revolving line of credit.
In order to meet demand primarily from transportation customers, management will
purchase $22.7 million of equipment over the next nine months (on which deposits
of $3.6 million had been placed as of September 30, 1998). 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 the aforementioned capital expediture
requirements will be required by the Company's Brazilian operations.
Approximately $4 million of this investment is expected to be financed through
capital contributions by Autocam do Brasil's minority shareholder.
Management believes that the Company has adequate credit facilities and cash
available to meet its working capital needs through fiscal 1999. On October 1,
1998, the Company entered into an Amended and Restated Revolving Credit and Term
Note Agreement (the "Agreement") with its primary lending institution, as agent.
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
using the $70 million revolving credit facility. The Company has $34.6 million
in borrowing availability under the revolving credit facility as of October 2,
1998. There are no principal obligations due under the revolving credit facility
for more than one year. Principal obligations under the acquisition term note
are as follows: Year 1 - $0; Years 2 and 5 - $10 million; and, Years 3 and 4 -
$15 million. Principal obligations under the term note are as follows: Years 1
to 4 - $0; Year 5 - $5 million; and, Year 6 - $10 million. Interest is due
monthly on all facilities under the Agreement at variable interest rates.
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AUTOCAM CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - CONCLUDED
SEPTEMBER 30, 1998
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 ensure 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 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 September 30, 1998, the Company had spent $4,000 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. It is the objective of Company
management to complete the most serious Year 2000 compliance issues for
information systems resident in United States facilities by December 1998 and
for foreign facilities by July 1999. Management expects to complete its
assessment employing an outside consultant to assist therein during the second
and third quarters 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.
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.
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.
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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: January 28, 1999
Autocam Corporation
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/s/ John C. Kennedy
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John C. Kennedy
Principal Executive Officer
/s/ Warren A. Veltman
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Warren A. Veltman
Principal Financial and
Accounting Officer
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