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 QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Transition Period From ______________ to ______________
COMMISSION FILE NUMBER 333-119215
AUTOCAM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Michigan 38-2790152
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4436 Broadmoor Avenue Southeast
Kentwood, Michigan 49512
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (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 (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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES [ ] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 8, 2005
- ---------------------------- -------------------------------
COMMON STOCK, $.01 PAR VALUE 100 SHARES
INDEX
PAGE NO.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 2004 and
September 30, 2005 2
Consolidated Statements of Operations and Comprehensive
Income (Loss) for the Three and Nine Months Ended
September 30, 2004 and 2005 3
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 2004 and 2005 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 24
Item 4. Controls and Procedures 25
PART II - OTHER INFORMATION
Item 6. Exhibits 26
Signatures 27
Forward-Looking Statements
This report includes "forward-looking statements," within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934
(the "Exchange Act") with respect to our financial condition, results of
operations and business and our expectations or beliefs concerning future
events. Statements that are predictive in nature that depend upon or refer to
future events or conditions or that include words such as "believes," "expects,"
"anticipates," "estimates," "intends," "plans," "targets," "likely," "will,"
"would," "could" and similar expressions are forward-looking statements.
All forward-looking statements involve risks and uncertainties. Many risks and
uncertainties are inherent in our industry and markets. Others are more specific
to our operations. The occurrence of the events described and the achievement of
the expected results depend on many events, some or all of which are not
predictable or within our control. Actual results may differ materially from the
forward-looking statements contained in this report.
Factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include:
- - risks associated with our substantial indebtedness, leverage and debt
service;
- - the cyclical nature of the automotive industry;
- - performance of our business and future operating results;
- - general business and economic conditions, particularly an economic
downturn; and
- - the factors discussed in our Form 10-K for the fiscal year ended December
31, 2004 in the section titled "Risk Factors."
All future written and verbal forward-looking statements attributable to us or
any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. We undertake no
obligation, and specifically decline any obligation, to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this report might not
occur.
1
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TITAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
DECEMBER 31, SEPTEMBER 30,
2004 2005
------------ -------------
Amounts in thousands, except share information (successor)
Assets
Current assets:
Cash and equivalents $ 2,117 $ 1,281
Accounts receivable, net of allowances of $618 and $818, respectively 58,360 53,193
Inventories 36,947 39,492
Prepaid expenses and other current assets 3,485 4,240
-------- --------
Total current assets 100,909 98,206
Property, plant and equipment, net 177,285 166,224
Goodwill 268,039 225,885
Other long-term assets 23,199 24,920
-------- --------
Total Assets $569,432 $515,235
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Current maturities of long-term obligations $ 12,942 $ 9,837
Accounts payable 46,688 39,097
Accrued liabilities 20,561 20,073
-------- --------
Total current liabilities 80,191 69,007
-------- --------
Long-term obligations, net of current maturities 275,839 271,337
Deferred taxes and other 48,042 46,516
Shareholders' equity:
Common stock - $.01 par value; 100 shares authorized, issued and
outstanding as of December 31, 2004 and September 30, 2005
Additional paid-in capital 145,112 155,140
Accumulated other comprehensive income 19,694 7,554
Retained earnings (accumulated deficit) 554 (34,319)
-------- --------
Total shareholders' equity 165,360 128,375
-------- --------
Total Liabilities and Shareholders' Equity $569,432 $515,235
======== ========
See notes to consolidated financial statements.
2
TITAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(unaudited)
THREE MONTHS ENDED
SIX MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED
JUNE 30, --------------------- SEPTEMBER 30,
2004 2004 2005 2005
---------------- ------- ----------- -----------------
Amounts in thousands (predecessor) (successor)
-----------------------------------------
Sales $184,489 $80,249 $ 85,416 $261,757
Cost of sales 153,426 68,348 76,631 227,743
Goodwill impairment 33,000 33,000
-------- ------- -------- --------
Gross profit (loss) 31,063 11,901 (24,215) 1,014
Selling, general and administrative expenses 17,337 5,244 4,768 15,591
-------- ------- -------- --------
Income (loss) from operations 13,726 6,657 (28,983) (14,577)
Interest expense, net 4,666 5,705 6,329 18,524
Other expenses, net 3,672 681 1,134 2,418
-------- ------- -------- --------
Income (loss) before tax provision 5,388 271 (36,446) (35,519)
Tax provision 3,211 411 (832) (646)
-------- ------- -------- --------
Net Income (Loss) $ 2,177 ($140) ($35,614) ($34,873)
======== ======= ======== ========
Statements of Comprehensive Income (Loss):
Net income (loss) $ 2,177 ($140) ($35,614) ($34,873)
Other comprehensive income (loss):
Foreign currency translation adjustments (1,138) 5,046 1,276 (12,140)
Amortization of interest rate agreements 135
-------- ------- -------- --------
Comprehensive Income (Loss) $ 1,174 $ 4,906 ($34,338) ($47,013)
======== ======= ======== ========
See notes to consolidated financial statements.
3
TITAN HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTHS THREE MONTHS NINE MONTHS
ENDED ENDED ENDED
JUNE 30, SEPTEMBER 30, SEPTEMBER 30,
2004 2004 2005
------------- ------------- -------------
Amounts in thousands (predecessor) (successor) (successor)
Net cash provided by (used in) operating activities $ 10,694 ($409) $ 12,223
Cash flows from investing activities:
Expenditures for property, plant and equipment (10,676) (5,487) (13,450)
Equipment deposits paid (to be refunded), net 808 333 (1,556)
Acquisition costs (9,919)
Other (339) 307 43
--------- ------- --------
Net cash used in investing activities (10,207) (4,847) (24,882)
--------- ------- --------
Cash flows from financing activities:
Borrowings (repayments) on lines of credit, net (3,531) 2,000 7,430
Proceeds from issuance of long-term obligations 247,248 270 802
Principal payments of long-term obligations (109,940) (1,529) (5,119)
Payments to shareholders and option holders (232,663)
Shareholder contributions 115,400 10,028
Debt issue costs and other (10,855) (675) (1,381)
--------- ------- --------
Net cash provided by financing activities 5,659 66 11,760
--------- ------- --------
Effect of exchange rate changes on cash and equivalents (18) 62 63
--------- ------- --------
Increase (decrease) in cash and equivalents 6,128 (5,128) (836)
Cash and equivalents at beginning of period 1,075 7,203 2,117
--------- ------- --------
Cash and Equivalents at End of Period $ 7,203 $ 2,075 $ 1,281
========= ======= ========
See notes to consolidated financial statements.
4
TITAN HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(UNAUDITED)
1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim consolidated financial statements (the
"Financial Statements") include the accounts of Titan Holdings, Inc. ("Titan")
and its subsidiaries (together, the "Company"), which includes Autocam
Corporation ("Autocam"), a wholly-owned subsidiary. The Financial Statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP") for interim financial information.
Accordingly, they do not include all the information and footnotes normally
included in the annual consolidated financial statements prepared in accordance
with GAAP. All significant intercompany accounts and transactions have been
eliminated in consolidation. All currency amounts within these footnotes are
expressed in thousands of U.S. dollars unless otherwise noted.
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 GAAP.
On June 21, 2004, Micron Merger Corporation, a newly formed entity and
wholly-owned subsidiary of Micron Holdings, Inc. ("Micron"), merged with and
into Titan with Titan continuing as the surviving corporation (the "Merger"). As
a result, Titan became a wholly-owned subsidiary of Micron. The total amount of
consideration paid in the Merger, including amounts related to the repayment of
indebtedness, the redemption of the outstanding preferred stock of Titan,
payments to common shareholders of Titan and the payment of transaction costs
incurred by Titan, was $395,000. The Merger was financed with the net proceeds
from the issuance of $140,000 of senior subordinated notes of the Company, which
are guaranteed by Titan (the "Notes"), borrowings under the Company's senior
credit facilities of $114,000 and combined common equity contributions of
$143,400 by GS Capital Partners 2000, L.P. ("GSCP 2000"), other private equity
funds affiliated with GSCP 2000, Transportation Resource Partners LP ("TRP"),
other investment vehicles affiliated with TRP, and certain of the Company's
management.
Successor periods - Represents the consolidated financial position and
consolidated results of operations and cash flows of the Company reflecting the
basis of accounting after application of purchase accounting for the Merger.
Predecessor periods - Represents the consolidated financial position and results
of operations and cash flows of the Company reflecting the historical basis of
accounting without any application of purchase accounting for the Merger.
Goodwill - In accordance with Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets," the Company evaluates
for indicators of impairment the carrying value of its goodwill at least on an
annual basis and on an interim basis if indicators of potential impairment arise
between annual evaluations. The Company's European segment continues to
experience unfavorable operating results, primarily as a result of lower
production volumes on key programs, excessive labor costs, increased customer
pricing pressure and higher raw material costs. As a result, the Company
concluded that the European reporting unit's goodwill has been impaired and has
recorded against its third quarter 2005 results a goodwill impairment loss of
$33,000. The fair value of that reporting unit was estimated using the present
value of expected future cash flows. This charge does not result in current or
future cash expenditures.
5
Stock-based compensation -- The Company applies Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations, in accounting for its stock-based compensation plans.
Accordingly, no stock-based employee compensation cost is reflected in net
income (loss) as all options granted under those plans had an exercise price
equal to the estimated market value of the underlying common stock on the date
of the grant. Had stock-based employee compensation cost of the Company's stock
option plans been determined based upon the fair value at the grant dates for
awards under those plans consistent with the method of the Financial Accounting
Standards Board's Statement of Financial Accounting Standard ("SFAS") No. 123,
"Accounting for Stock-Based Compensation," as amended by SFAS No. 148,
"Accounting for Stock-Based Compensation -- Transition and Disclosure," the
Company's net income (loss) would have changed to the pro forma amounts
indicated below:
THREE MONTHS
SIX MONTHS ENDED NINE MONTHS
ENDED SEPTEMBER 30, ENDED
JUNE 30, ---------------- SEPTEMBER 30,
2004 2004 2005 2005
------------- ----- -------- -------------
(predecessor) (successor)
--------------------------------
As reported $2,177 ($140) ($35,614) ($34,873)
Compensation expense, net
of related tax effects (280) (100) (100) (300)
------ ----- -------- --------
Pro forma $1,897 ($240) ($35,714) ($35,173)
====== ===== ======== ========
The fair value approach was used to value all option grants, with the following
weighted-average assumptions: risk-free interest rate, 4%-4.57%; and expected
life of options, 10 years.
Pension Plans -- The Company sponsors defined benefit pension plans for
substantially all employees of its French subsidiaries. Set forth below are the
components of net periodic benefit cost for the plans of the Company's French
subsidiaries, Frank & Pignard, SA, ("F&P") and Bouverat Industries, SA
("Bouverat"):
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, 2004 SEPTEMBER 30, 2004
------------------------ ------------------------
F&P PLAN BOUVERAT PLAN F&P PLAN BOUVERAT PLAN
-------- ------------- -------- -------------
Service and interest costs $74 $58 $37 $29
Expected return on plan assets (16) (8)
--- --- --- ---
Net periodic benefit cost $74 $42 $37 $21
=== === === ===
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, 2005 SEPTEMBER 30, 2005
------------------------ ------------------------
F&P PLAN BOUVERAT PLAN F&P PLAN BOUVERAT PLAN
-------- ------------- -------- -------------
Service and interest costs $37 $29 $111 $87
Expected return on plan assets (8) (24)
--- --- ---- ---
Net periodic benefit cost $37 $21 $111 $63
=== === ==== ===
2. BUSINESS COMBINATION
The Merger was accounted for as a purchase, and accordingly, the purchase price
was allocated to assets acquired and liabilities assumed based upon their
relative fair market values. Cost in excess of the fair value of the net assets
acquired (goodwill) was $249,371, allocated among the Company's operating
segments as follows: North America - $116,227, Europe - $124,486 and South
America - $8,658. The results of operations and cash flows of Titan (as
predecessor company) have been reported during the six months ended June 30,
2004.
6
Set forth below is unaudited pro forma statement of operations information for
the six months ended June 30, 2004, which is based upon the historical
Consolidated Statements of Operations of the Company after giving effect to the
Merger as if such transaction had occurred at the beginning of such period.
These pro forma results are based upon assumptions considered appropriate by
Company management and include adjustments as considered necessary in the
circumstances. Such adjustments include interest expense that would have been
incurred to finance the purchase, depreciation expense based on the fair market
value of the property and equipment acquired and the corresponding tax effects
of each. 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 Merger taken place at the beginning of such period or
which may be reported in the future.
SIX MONTHS
ENDED
JUNE 30, 2004
-------------
Sales $184,489
Net income 6,649
Effective November 1, 2004, F&P acquired the stock of ATI, S.A.S., for $1,681 in
cash and the assumption of $6,065 in debt, primarily consisting of capital lease
obligations. The acquisition was accounted for as a purchase, and accordingly,
the purchase price was allocated to assets acquired and liabilities assumed
based upon their relative fair market values. Cost in excess of the fair value
of the net assets acquired (goodwill) was $1,086.
On June 15, 2005, Autocam Greenville, Inc., a wholly-owned subsidiary of
Autocam, acquired the stock of Sager Precision Technologies, Inc. for $9,902 in
cash and the assumption of $240 in capital lease obligations. In accordance with
the purchase agreement, the Company has recognized a receivable from the seller
of $314 representing a shortfall in working capital on June 15, 2005. Additional
consideration will be paid to the seller if earnings before interest, taxes,
depreciation and amortization exceed certain levels for the year ending June 30,
2006. The purchase price was primarily financed indirectly through $10,028 in
equity contributions from the shareholders of Micron. The acquisition was
accounted for as a purchase, and accordingly, the purchase price was allocated
to assets acquired and liabilities assumed based upon their relative fair market
values. Cost in excess of the fair value of the net assets acquired (goodwill)
was $5,053.
3. INVENTORIES
Set forth below are the components of Inventories:
DECEMBER 31, SEPTEMBER 30,
2004 2005
------------ -------------
Raw materials $11,030 $12,037
Production supplies 7,188 7,357
Work in-process 12,979 13,869
Finished goods 5,750 6,229
------- -------
Total Inventories $36,947 $39,492
======= =======
7
4. PROPERTY, PLANT AND EQUIPMENT, NET
Set forth below are the components of Property, Plant and Equipment, Net:
DECEMBER 31, SEPTEMBER 30,
2004 2005
------------ -------------
Buildings and land $ 10,838 $ 11,052
Machinery and equipment 161,407 160,630
Furniture and fixtures 11,041 11,236
-------- --------
Total 183,286 182,918
Accumulated depreciation (6,001) (16,694)
-------- --------
Total Property, Plant and Equipment, Net $177,285 $166,224
======== ========
5. LONG-TERM OBLIGATIONS
Set forth below are the components of Long-Term Obligations (percentages
represent interest rates as of September 30, 2005):
DECEMBER 31, SEPTEMBER 30,
2004 2005
------------ -------------
Senior Credit Facilities:
USD term note, 7.313-7.688% $ 32,835 $ 32,588
Eurocurrency term note, 5.896% 83,269 70,784
Multi-currency revolving line of credit, 7.313% 18,000 26,000
-------- --------
Total senior credit facilities 134,104 129,372
Senior subordinated notes, 10.875%, net of original issue discount 137,043 137,277
Capital leases, from 2.14% to 19.62% 12,659 9,330
Other 4,975 5,195
-------- --------
Total long-term obligations 288,781 281,174
Current portion (12,942) (9,837)
-------- --------
Long-term portion $275,839 $271,337
======== ========
Effective March 31, 2005, Autocam and its wholly owned subsidiary, Autocam
France, SARL, entered into an amendment to its senior credit facilities
agreement (the "Amendment"). Pursuant to the Amendment, among other things, the
financial covenants related to interest coverage and leverage ratios (each as
defined in the senior credit facilities agreement) were amended to make them
less restrictive, a new senior leverage ratio (as defined in the Amendment) was
established, the principal amortization on the Eurocurrency term note provided
under the senior credit facilities agreement was restructured and the interest
rate margins applicable to the loans provided under the senior credit facilities
agreement were increased.
In connection with the Merger, Titan and certain, but not all, of the
subsidiaries of Autocam fully and unconditionally guaranteed the Notes. The
following table sets forth the guarantor and non-guarantor subsidiaries of
Autocam with respect to the Notes as of September 30, 2005:
8
GUARANTOR SUBSIDIARIES NON-GUARANTOR SUBSIDIARIES
---------------------- --------------------------
Autocam-Pax, Inc. Autocam-Har, Inc.
Autocam Acquisition, Inc. Autocam France, SARL
Autocam Laser Technologies, Inc. Frank & Pignard, SA
Autocam International Ltd. Bouverat Industries, SA
Autocam Europe, B.V. Autocam do Brasil Usinagem Ltda.
Autocam International Sales Corporation Autocam Foreign Sales Corporation
Autocam Greenville, Inc. Wuxi Kent Precision Automotive Components Co., Ltd.
Autocam South Carolina, Inc.
Information regarding the guarantors and non-guarantors are as follows:
TITAN
CONSOLIDATING STATEMENT OF OPERATIONS (PARENT SUBSIDIARIES
SIX MONTHS ENDED JUNE 30, 2004 COMPANY -------------------------
(predecessor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS CONSOLIDATED
- ------------------------------------- -------- ------- --------- ------------- ------------ ------------
Sales $64,212 $11,061 $112,477 ($3,261) $184,489
Cost of sales 55,053 7,848 93,786 (3,261) 153,426
------- ------- -------- --------
Gross profit 9,159 3,213 18,691 31,063
Selling, general and administrative expenses $ 6,438 5,214 591 5,094 17,337
-------- ------- ------- -------- --------
Income (loss) from operations (6,438) 3,945 2,622 13,597 13,726
Interest expense, net 1,472 291 2,903 4,666
Other expense, net 19 2,358 21 1,274 3,672
-------- ------- ------- -------- --------
Income (loss) before tax provision (6,457) 115 2,310 9,420 5,388
Tax provision (2,195) 38 801 4,567 3,211
-------- ------- ------- -------- --------
Net Income (Loss) ($4,262) $ 77 $ 1,509 $ 4,853 $ 2,177
======== ======= ======= ======== ========
TITAN
CONSOLIDATING STATEMENT OF OPERATIONS (PARENT SUBSIDIARIES
THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS CONSOLIDATED
- ------------------------------------- ------- -------- --------- ------------- ------------ ------------
Sales $ 28,807 $4,342 $48,936 ($1,836) $80,249
Cost of sales 25,322 3,393 41,469 (1,836) 68,348
-------- ------ ------- -------
Gross profit 3,485 949 7,467 11,901
Selling, general and administrative expenses 2,453 293 2,498 5,244
-------- ------ ------- -------
Income from operations 1,032 656 4,969 6,657
Interest expense, net 4,096 150 1,459 5,705
Other expense, net $ 9 358 314 681
----- -------- ------ ------- -------
Income (loss) before tax provision (9) (3,422) 506 3,196 271
Tax provision (3) (1,166) 177 1,403 411
----- -------- ------ ------- -------
Net Income (Loss) ($6) ($2,256) $ 329 $ 1,793 ($140)
===== ======== ====== ======= =======
9
TITAN
CONSOLIDATING STATEMENT OF OPERATIONS (PARENT SUBSIDIARIES
THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS CONSOLIDATED
- ------------------------------------- ------- -------- --------- ------------- ------------ ------------
Sales $ 34,058 $8,559 $ 45,094 ($2,295) $ 85,416
Cost of sales 29,441 6,328 43,157 (2,295) 76,631
Goodwill impairment 33,000 33,000
-------- ------ --------- ---------
Gross profit (loss) 4,617 2,231 (31,063) (24,215)
Selling, general and administrative expenses 1,774 510 2,484 4,768
-------- ------ --------- ---------
Income (loss) from operations 2,843 1,721 (33,547) (28,983)
Interest expense, net 4,163 380 1,786 6,329
Other expense, net 384 750 1,134
-------- ------ --------- ---------
Income (loss) before tax provision (1,704) 1,341 (36,083) (36,446)
Tax provision (353) 449 (928) (832)
-------- ------ --------- ---------
Net Income (Loss) ($1,351) $ 892 ($35,155) ($35,614)
======== ====== ========= =========
TITAN
CONSOLIDATING STATEMENT OF OPERATIONS (PARENT SUBSIDIARIES
NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS CONSOLIDATED
- ------------------------------------- ------- -------- --------- ------------- ------------ ------------
Sales $ 99,387 $19,853 $ 150,223 ($7,706) $ 261,757
Cost of sales 85,491 14,126 135,832 (7,706) 227,743
Goodwill impairment 33,000 33,000
-------- ------- --------- ---------
Gross profit (loss) 13,896 5,727 (18,609) 1,014
Selling, general and administrative expenses 5,450 1,245 8,896 15,591
-------- ------- --------- ---------
Income (loss) from operations 8,446 4,482 (27,505) (14,577)
Interest expense, net 12,405 757 5,362 18,524
Other expense (income), net $ 15 1,109 (15) 1,309 2,418
----- -------- ------- --------- ---------
Income (loss) before tax provision (15) (5,068) 3,740 (34,176) (35,519)
Tax provision (5) (1,529) 1,275 (387) (646)
----- -------- ------- --------- ---------
Net Income (Loss) ($10) ($3,539) $ 2,465 ($33,789) ($34,873)
===== ======== ======= ========= =========
10
CONDENSED CONSOLIDATING STATEMENT TITAN
OF CASH FLOWS (PARENT SUBSIDIARIES
SIX MONTHS ENDED JUNE 30, 2004 COMPANY -------------------------
(predecessor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR CONSOLIDATED
- --------------------------------- -------- --------- --------- ------------- ------------
Net cash provided by (used in) operating activities ($6,457) $ 2,206 $ 207 $ 14,738 $ 10,694
Expenditures for property, plant and equipment (3,880) (205) (6,591) (10,676)
Borrowings (repayments) on lines of credit, net (1,280) 21,829 (24,080) (3,531)
Proceeds from issuance of long-term obligations 169,888 77,360 247,248
Principal payments of long-term obligations (51,268) (58,672) (109,940)
Payments to shareholders and option holders (232,663) (232,663)
Shareholder contributions 115,400 115,400
Dividends received (paid) 125,000 (125,000)
Debt issue costs (10,855) (10,855)
Other (145) 596 451
--------- ----- -------- ---------
Net increase in cash and equivalents 2,775 2 3,351 6,128
Cash and equivalents at beginning of period 750 2 323 1,075
--------- ----- -------- ---------
Cash and Equivalents at End of Period $ 3,525 $ 4 $ 3,674 $ 7,203
========= ===== ======== =========
CONDENSED CONSOLIDATING STATEMENT TITAN
OF CASH FLOWS (PARENT SUBSIDIARIES
THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR CONSOLIDATED
- ------------------------------------- -------- --------- --------- ------------- ------------
Net cash provided by (used in) operating activities ($4,574) $ 782 $ 3,383 ($ 409)
Expenditures for property, plant and equipment (815) (783) (3,889) (5,487)
Borrowings on lines of credit, net 2,000 2,000
Principal payments of long-term obligations (82) (1,447) (1,529)
Other 62 235 297
-------- ----- ------- --------
Net decrease in cash and equivalents (3,409) (1) (1,718) (5,128)
Cash and equivalents at beginning of period 3,525 4 3,674 7,203
-------- ----- ------- --------
Cash and Equivalents at End of Period $ 116 $ 3 $ 1,956 $ 2,075
======== ===== ======= ========
11
CONDENSED CONSOLIDATING STATEMENT TITAN
OF CASH FLOWS (PARENT SUBSIDIARIES
NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR CONSOLIDATED
- ------------------------------------ -------- ------- --------- ------------- ------------
Net cash provided by (used in) operating activities ($15) ($860) ($440) $13,538 $ 12,223
Expenditures for property, plant and equipment (4,570) (165) (8,715) (13,450)
Acquisition costs (17) (9,902) (9,919)
Borrowings (repayments) on lines of credit, net 8,000 (570) 7,430
Intercompany transactions (10,013) (719) 10,732
Principal payments of long-term obligations (276) (4,843) (5,119)
Shareholder contributions 10,028 10,028
Other (1,789) (32) (208) (2,029)
------- ------- ------- --------
Net increase (decrease) in cash and equivalents (231) 193 (798) (836)
Cash and equivalents at beginning of period 1,087 2 1,028 2,117
------- ------- ------- --------
Cash and Equivalents at End of Period $ 856 $ 195 $ 230 $ 1,281
======= ======= ======= ========
12
TITAN
CONDENSED CONSOLIDATING BALANCE SHEET (PARENT SUBSIDIARIES
DECEMBER 31, 2004 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS CONSOLIDATED
- ------------------------------------- -------- -------- --------- ------------- ------------ ------------
Assets
Current assets:
Cash and equivalents $ 1,087 $ 2 $ 1,028 $ 2,117
Accounts receivable, net 20,329 1,700 37,202 ($871) 58,360
Inventories 10,314 1,501 25,132 36,947
Prepaid expenses and other current assets 1,148 78 2,259 3,485
-------- ------- --------- ----- --------
Total current assets 32,878 3,281 65,621 (871) 100,909
Property, plant and equipment, net 29,772 5,637 141,457 419 177,285
Goodwill $116,399 3 151,637 268,039
Due from (to) affiliates 31,102 (4,142) (26,847) (113)
Investments in affiliates 28,661 99,034 (3,458) (123,815) (422)
Other long-term assets 18,120 50 5,029 23,199
-------- -------- ------- --------- ----- --------
Total Assets $145,060 $210,909 $ 1,368 $ 213,082 ($987) $569,432
======== ======== ======= ========= ===== ========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Current maturities of long-term obligations $ 330 $ 12,612 $ 12,942
Accounts payable 9,232 $ 184 38,256 ($984) 46,688
Accrued liabilities ($34) 4,005 369 16,224 (3) 20,561
-------- -------- ------- --------- ----- --------
Total current liabilities (34) 13,567 553 67,092 (987) 80,191
-------- -------- ------- --------- ----- --------
Long-term obligations, net of current maturities 187,548 88,291 275,839
Deferred taxes and other 11,097 36,945 48,042
Shareholders' equity (deficit):
Capital stock 145,112 145,112
Accumulated other comprehensive income 2,483 17,211 19,694
Retained earnings (accumulated deficit) (18) (3,786) 815 3,543 554
-------- -------- ------- --------- --------
Total shareholders' equity (deficit) 145,094 (1,303) 815 20,754 165,360
-------- -------- ------- --------- ----- --------
Total Liabilities and Shareholders' Equity (Deficit) $145,060 $210,909 $ 1,368 $ 213,082 ($987) $569,432
======== ======== ======= ========= ===== ========
13
TITAN
CONDENSED CONSOLIDATING BALANCE SHEET (PARENT SUBSIDIARIES
SEPTEMBER 30, 2005 COMPANY -------------------------
(successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS CONSOLIDATED
- ------------------------------------- -------- -------- --------- ------------- ------------ ------------
Assets
Current assets:
Cash and equivalents $ 856 $ 195 $ 230 $ 1,281
Accounts receivable, net 26,958 2,929 24,960 ($1,654) 53,193
Inventories 10,703 4,012 23,676 1,101 39,492
Prepaid expenses and other current assets 1,737 574 1,929 4,240
-------- -------- --------- ------- --------
Total current assets 40,254 7,710 50,795 (553) 98,206
Property, plant and equipment, net 31,392 7,902 126,124 806 166,224
Goodwill $116,507 80 5,053 104,245 225,885
Due from (to) affiliates 11,967 26,271 (12,020) (25,112) (983) 123
Investments in affiliates 26,613 101,081 (3,458) (123,880) (356)
Other long-term assets 18,966 210 5,521 100 24,797
-------- -------- -------- --------- ------- --------
Total Assets $155,087 $218,044 $ 5,397 $ 137,693 ($986) $515,235
======== ======== ======== ========= ======= ========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Current maturities of long-term obligations $ 330 $ 48 $ 9,459 $ 9,837
Accounts payable 11,685 718 27,548 ($854) 39,097
Accrued liabilities ($19) 6,989 500 12,603 20,073
-------- -------- -------- --------- ------- --------
Total current liabilities (19) 19,004 1,266 49,610 (854) 69,007
-------- -------- -------- --------- ------- --------
Long-term obligations, net of current maturities 195,535 164 75,638 271,337
Deferred taxes and other 10,963 689 34,864 46,516
Shareholders' equity (deficit):
Capital stock 155,140 132 (132) 155,140
Accumulated other comprehensive income (140) 7,694 7,554
Retained earnings (accumulated deficit) (34) (7,318) 3,278 (30,245) (34,319)
-------- -------- -------- --------- ------- --------
Total shareholders' equity (deficit) 155,106 (7,458) 3,278 (22,419) (132) 128,375
-------- -------- -------- --------- ------- --------
Total Liabilities and Shareholders' Equity (Deficit) $155,087 $218,044 $ 5,397 $ 137,693 ($986) $515,235
======== ======== ======== ========= ======= ========
14
6. BUSINESS SEGMENT INFORMATION
The Company has three operating segments: North America, Europe and South
America. The North American segment provides precision-machined components
primarily to the transportation and medical devices industries, while the
European and South American segments provide precision-machined components
primarily to the transportation industry. The Company has a small operation in
China that is grouped with its European operations for business segmentation
purposes. The Company has assigned specific business units to a segment based
principally on their geographical location. Each of the Company's segments is
individually managed and has separate financial results reviewed by the
Company's chief executive and operating decision-makers. These results are used
by those individuals both in evaluating the performance of, and in allocating
current and future resources to, each of the segments. The Company evaluates
segment performance primarily based on income from operations and the efficient
use of assets. Set forth below is business segment information for the
identified periods:
SIX THREE MONTHS ENDED NINE
MONTHS ENDED SEPTEMBER 30, MONTHS ENDED
JUNE 30, ---------------------- SEPTEMBER 30,
2004 2004 2005 2005
------------- -------- ----------- -------------
(predecessor) (successor)
--------------------------------------
Sales to Unaffiliated Customers from Company Facilities
Located in:
North America $ 75,031 $ 32,987 $ 42,172 $ 117,929
Europe 100,429 40,641 35,615 120,802
South America 9,029 6,621 7,629 23,026
-------- -------- -------- ---------
Total $184,489 $ 80,249 $ 85,416 $ 261,757
======== ======== ======== =========
Net Income (Loss) of Company Facilities Located in:
North America ($2,678) ($1,933) ($459) ($1,086)
Europe 3,732 747 (35,800) (36,220)
South America 1,123 1,046 645 2,433
-------- -------- -------- ---------
Total $ 2,177 ($140) ($35,614) ($34,873)
======== ======== ======== =========
Depreciation and Amortization on Assets Located in:
North America $ 6,232 $ 948 $ 1,411 $ 3,870
Europe 6,190 2,491 2,707 8,347
South America 532 199 327 889
-------- -------- -------- ---------
Total $ 12,954 $ 3,638 $ 4,445 $ 13,106
======== ======== ======== =========
Net Interest Expense of Company Facilities Located in:
North America $ 1,763 $ 4,246 $ 4,543 $ 13,162
Europe 2,699 1,356 1,648 4,942
South America 204 103 138 420
-------- -------- -------- ---------
Total $ 4,666 $ 5,705 $ 6,329 $ 18,524
======== ======== ======== =========
Tax Provision of Company Facilities Located in:
North America ($1,356) ($992) $ 96 ($259)
Europe 4,068 899 (1,255) (1,610)
South America 499 504 327 1,223
-------- -------- -------- ---------
Total $ 3,211 $ 411 ($832) ($646)
======== ======== ======== =========
Expenditures for Property, Plant and Equipment of Facilities
Located in:
North America $ 4,085 $ 1,598 $ 1,836 $ 4,735
Europe 5,434 2,926 1,743 5,777
South America 1,157 963 1,323 2,938
-------- -------- -------- ---------
Total $ 10,676 $ 5,487 $ 4,902 $ 13,450
======== ======== ======== =========
DECEMBER 31, SEPTEMBER 30,
2004 2005
------------ -------------
(successor)
Total Assets of Company Facilities Located in:
North America $205,690 $228,551
Europe 332,279 246,211
South America 31,463 40,473
-------- --------
Total $569,432 $515,235
======== ========
15
7. SUPPLEMENTAL CASH FLOW INFORMATION
Set forth below is a reconciliation of net income (loss) to net cash provided by
(used in) operating activities for the identified periods:
SIX MONTHS THREE MONTHS NINE MONTHS
ENDED ENDED ENDED
JUNE 30, SEPTEMBER 30, SEPTEMBER 30,
2004 2004 2005
------------- ------------- -------------
(predecessor) (successor)
-----------------------------
Net income (loss) $ 2,177 ($140) ($34,873)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 12,954 3,638 13,106
Goodwill impairment 33,000
Deferred taxes 395 311 1,208
Realized gains and losses and other, net 2,627 (287) 320
Changes in assets and liabilities that provided (used) cash:
Accounts receivable (9,243) 4,563 2,889
Inventories (2,899) (2,566) (2,284)
Prepaid expenses and other current assets (44) (442) 289
Other long-term assets (1,192) 461 (1,027)
Accounts payable 1,687 (6,986) (2,534)
Accrued liabilities 6,962 1,305 1,615
Deferred taxes and other (2,730) (266) 514
------- ----- ---------
Net Cash Provided by (Used in) Operating Activities $10,694 ($409) $ 12,223
======= ===== =========
16
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis should be read in conjunction with and is
qualified in its entirety by reference to our consolidated financial statements
and accompanying notes. Except for historical information, the discussions in
this section contain forward-looking statements that involve risks and
uncertainties. You should read the explanation of the qualifications and
limitations on these forward-looking statements on page 1 of this report. Future
results could differ materially from those discussed below.
OVERVIEW
Titan Holdings, Inc. ("Titan") is a holding company headquartered in Kentwood,
Michigan and a wholly-owned subsidiary of Micron Holdings, Inc. ("Micron"). Its
sole and wholly-owned subsidiary, Autocam Corporation ("Autocam"), together with
Autocam's subsidiaries, is a leading independent manufacturer of extremely close
tolerance precision-machined, metal alloy components, sub-assemblies and
assemblies primarily for performance and safety critical automotive applications
and medical devices. Those automotive applications in which we have significant
market penetration include fuel injection, power steering, braking, electric
motors and airbag systems. We provide these products from our facilities in
North America, Europe, South America and Asia to some of the world's largest
Tier I suppliers to the automotive industry. References throughout this document
to "we," "our" or "us" refer to Titan together with its consolidated
subsidiaries.
Our business and results of operations during the three and nine months ended
September 30, 2005 as compared to the same periods in 2004 were affected by the
following significant events:
- - On June 21, 2004, Micron Merger Corporation, a newly formed entity and
wholly-owned subsidiary of Micron, merged with and into Titan with Titan
continuing as the surviving corporation (the "Merger"). As a result, Titan
became a wholly-owned subsidiary of Micron. The total amount of
consideration paid in the Merger, including amounts related to the
repayment of indebtedness, the redemption of the outstanding preferred
stock of Titan, payments to common shareholders of Titan and the payment of
transaction costs incurred by Titan, was $395.0 million. The Merger was
financed with the net proceeds from the issuance of $140.0 million of
senior subordinated notes issued by us and guaranteed by Titan (the
"Notes"), borrowings under senior credit facilities of $114.0 million and
combined common equity contributions of $143.4 million by GS Capital
Partners 2000, L.P. ("GSCP 2000"), other private equity funds affiliated
with GSCP 2000, Transportation Resource Partners LP ("TRP"), other
investment vehicles affiliated with TRP, and certain members of our
management team.
- - Effective November 1, 2004, our wholly-owned subsidiary, Frank & Pignard,
SA, acquired the stock of ATI, S.A.S. ("ATI"), for $1.7 million in cash and
the assumption of $6.1 million in debt, primarily consisting of capital
lease obligations. The acquisition was completed primarily for the purpose
of eliminating costly outside processing of certain electric motor
components.
- - Effective June 15, 2005, our wholly-owned subsidiary, Autocam Greenville,
Inc., acquired the stock of Sager Precision Technologies, Inc. ("Sager")
for $9.9 million in cash and the assumption of $0.2 million in capital
lease obligations. The purchase price was primarily financed indirectly
through equity contributions from the shareholders of Micron in the amount
of $10.0 million. The acquisition was completed primarily for the purpose
of expanding our medical product offerings.
17
- - In accordance with Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," we evaluate for indicators of
impairment the carrying value of our goodwill at least on an annual basis
and on an interim basis if indicators of potential impairment arise between
annual evaluations. Our European segment continues to experience
unfavorable operating results, primarily as a result of lower production
volumes on key programs, excessive labor costs, increased customer pricing
pressure and higher raw material costs. As a result, we concluded that our
European reporting unit's goodwill has been impaired and we recorded
against our third quarter 2005 results a goodwill impairment loss of $33.0
million. The fair value of that reporting unit was estimated using the
present value of expected future cash flows. This charge does not result in
current or future cash expenditures.
- - Our business is directly impacted by light vehicle production levels,
primarily in North America and Western Europe. We are also impacted by the
relative North American market shares of the traditional Big Three
automakers, DaimlerChrysler Corporation, Ford Motor Company and General
Motors Corporation. Material changes in either of these factors can have a
material impact on our sales and profit levels. Market shares of the
traditional Big Three have been declining over the past several years.
- - A significant portion of our sales and profits resulted from transactions
denominated in euros. Those sales and profits have been translated into
U.S. dollars, or USD, for financial reporting purposes. As a result, the
value of the USD compared to the euro during the three and nine months
ended September 30, 2005 relative to the same periods in 2004 positively
impacted our reported results. The following table sets forth, for the
periods indicated, the period end and period average exchange rates used in
translating the financial statements (expressed as USD per one euro):
THREE MONTHS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30, SEPTEMBER 30,
------------ ------------------ -----------------
2004 2004 2005 2004 2005
------ ------ ------ ------ ------
Average (1) 1.2239 1.2195 1.2263 1.2651
End of Period 1.3621 1.2042 1.2042
----------
(1) The average rate represents the average of all monthly average
exchange rates within the respective periods weighted by reported
sales denominated in euros.
- - We are routinely exposed to pressure by our customers to offer unit price
reductions, which is typical of our industry. Through continuous
improvement and increased efficiencies in our manufacturing and
administrative processes we have maintained margins over time in spite of
these constant pressures.
18
RESULTS OF OPERATIONS
The following table sets forth our Consolidated Statements of Operations
expressed as a percentage of sales:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
2004(2) 2005(2) 2004(1) 2005(2)
------- ------- ------- -------
Sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 85.2% 89.7% 83.8% 87.0%
Goodwill impairment 38.6% 12.6%
---- ----- ----- -----
Gross profit (loss) 14.8% -28.3% 16.2% 0.4%
Selling, general and administrative
expenses 6.5% 5.6% 8.5% 6.0%
---- ----- ----- -----
Income (loss) from operations 8.3% -33.9% 7.7% -5.6%
Interest expense, net 7.1% 7.4% 3.9% 7.1%
Other expenses, net 0.8% 1.3% 1.6% 0.9%
---- ----- ----- -----
Income (loss) before tax provision 0.4% -42.6% 2.2% -13.6%
Tax provision 0.5% -1.0% 1.4% -0.2%
---- ----- ----- -----
Net Income (Loss) -0.1% -41.6% 0.8% -13.4%
==== ===== ===== =====
- ----------
(1) Represents our consolidated results of operations reflecting the historical
basis of accounting without any application of purchase accounting for the
Merger for the six months ended June 30, 2004 combined with our
consolidated results of operations reflecting the basis of accounting after
the application of purchase accounting for the Merger for the three months
ended September 30, 2004.
(2) Represents our consolidated results of operations reflecting the basis of
accounting after the application of purchase accounting for the Merger.
THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2005
Sales
Sales increased $5.2 million, or 6.5%, to $85.4 million for the three months
ended September 30, 2005 ("the 2005 period") from $80.2 million for the three
months ended September 30, 2004 ("the 2004 period"). On a constant currency
basis, sales increased $3.4 million, which can be principally attributed to the
following factors:
- - Factors resulting in an increase in sales:
1. Sales of medical device components by the newly-acquired Sager
facilities totaled $3.1 million in the 2005 period;
2. Our North American operations were awarded power steering business by
two new customers for whom we began production in late 2004; and
3. Our North American operations benefited from increased sales to two
fuel systems customers for a new generation fuel injector system while
continuing to produce components for the old generation program.
- - Factors partially offsetting the increase in sales:
1. Our European operations were desourced by two customers on programs
for power steering and electric motor components resulting in a
reduction in sales of $3.2 million when comparing the 2005 period to
the 2004 period; and
2. We granted unit price reductions to our customers totaling $1.5
million in the 2005 period.
19
Gross Profit (Loss)
Gross profit decreased $36.1 million to a loss of $24.2 million, or negative
28.3% of sales, for the 2005 period from $11.9 million, or 14.8% of sales, for
the 2004 period. The gross profit percentage decline can generally be attributed
to the following factors:
- - We recorded a goodwill impairment loss of $33.0 million in the 2005 period.
No such charge was recorded in the 2004 period;
- - Our European operations incurred excessive labor costs during the 2005
period. Although productivity improvement initiatives focused on reducing
labor were largely successful during the 2005 period, lower production
volumes required a larger reduction in labor in order to maintain gross
margin percentages comparable to the 2004 period. Given the largely fixed
nature of direct labor in our European operations, we were unable to
quickly react to the drop in demand from our customers;
- - Our European operations experienced production difficulties in the 2005
period resulting in higher levels of production scrap than were experienced
in the 2004 period;
- - Unit price reductions of $1.5 million granted to our customers between the
2004 and 2005 periods;
- - Severance and equipment move costs associated with closing a French
facility and moving production to other French facilities and to our new
Polish facility resulted in 2005 period costs totaling $1.5 million. Such
costs were not incurred in the 2004 period; and
- - Depreciation expense was $0.7 million more in the 2005 period as compared
to the 2004 period reflecting an increased fixed asset base from the 2004
to the 2005 period, which outpaced sales growth when comparing the periods.
These unfavorable effects were partially offset by lower outsouring costs. The
acquisition of ATI as described above reduced outsourcing costs on certain
electric motor components.
Selling, General and Administrative
Selling, general and administrative expenses decreased $0.4 million to $4.8
million, or 5.6% of sales, for the 2005 period from $5.2 million, or 6.5% of
sales, for the 2004 period. The 2004 period includes $0.7 million in expenses
associated with the foregiveness of receivables formerly due from certain
members of our management under a split-dollar life insurance program.
Interest Expense, Net
Net interest expense increased $0.6 million to $6.3 million for the 2005 period
from $5.7 million for the 2004 period. Higher interest expense in the 2005
period relative to the 2004 period was caused primarily by increased debt levels
and higher interest rates under our senior credit facilities.
Tax Provision
For the 2005 period, we recorded an income tax benefit of $0.8 million. This
amount is less than the amount that would be calculated using the United States
statutory rate of 34.0% because the goodwill impairment charge is not deductible
for income tax purposes, and therefore no offsetting tax benefit has been
recorded.
20
NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2005
Sales
Sales decreased $2.9 million, or 1.1%, to $261.8 million for the nine months
ended September 30, 2005 ("the 2005 period") from $264.7 million for the nine
months ended September 30, 2004 ("the 2004 period"). On a constant currency
basis, sales decreased $11.3 million, which can be principally attributed to the
following factors:
- - Factors resulting in a decrease in Sales:
1. Our European operations were desourced by two customers on programs
for power steering and electric motor components resulting in a
reduction in sales of $12.6 million when comparing the 2005 period to
the 2004 period;
2. Lower sales to a North American fuel systems customer whose primary
customers lost market share and produced less vehicles in the 2005
period as compared to the 2004 period;
3. Lower sales to a European fuel systems customer as production on the
current injector program is replaced by production on a new injector
program for which we do not produce components; and
4. We granted unit price reductions to our customers totaling $4.5
million in the 2005 period.
- - Factors partially offsetting the decrease in Sales:
1. Our North American operations were awarded power steering business by
two new customers for whom we began production in late 2004;
2. Sales of components manufactured by our South American operations have
grown $7.4 million in the 2005 period relative to 2004 period as lower
labor costs in those facilities (relative to those in our European and
North American facilities and those of our competitors) have afforded
us additional demand for high value-added components from our
customers; and
3. Sales of medical device components by the newly-acquired Sager
facilities totaled $3.7 million in the 2005 period.
Gross Profit
Gross profit decreased $42.0 million to $1.0 million, or 0.4% of sales, for the
2005 period from $43.0 million, or 16.2% of sales, for the 2004 period. The
gross profit percentage decline can generally be attributed to the following
factors:
- - Factors resulting in a decrease in gross profit percentage:
1. We recorded a goodwill impairment loss of $33.0 million in the 2005
period. No such charge was recorded in the 2004 period;
2. The loss of sales volume described above resulted in decreasing
margins as existing equipment and facilities were underutilized;
3. Unit price reductions of $4.5 million granted to our customers between
the 2004 and 2005 periods;
4. Severance and equipment move costs associated with closing a French
facility and moving production to other French facilities and to our
new Polish facility resulted in 2005 period costs totaling $2.3
million. Such costs were not incurred in the 2004 period; and
5. Steel price increases and surcharges, although substantially recovered
from our customers during the 2005 period, were incurred thereby
reducing our gross profit percentage.
- - Factors partially offsetting the decrease in gross profit percentage:
21
1. Depreciation expense was $2.1 million less in the 2005 period as
compared to the 2004 period as we adjusted the historical cost of our
property, plant and equipment to fair market appraised values in
connection with the Merger; and
2. Outsourcing costs were significantly reduced in the 2005 period
relative to the 2004 period. The acquisition of ATI as described above
reduced outsourcing costs on certain electric motor components.
Selling, General and Administrative
Selling, general and administrative expenses decreased $7.0 million to $15.6
million, or 6.0% of sales, for the 2005 period from $22.6 million, or 8.5% of
sales, for the 2004 period. The 2004 period results include $9.1 million in
costs associated with the Merger, consisting principally of investment banking
fees, management bonuses, legal and accounting fees and the foregiveness of
receivables formerly due from executive managers under a split-dollar life
insurance program. In addition, the 2004 period results include the benefit of
reducing the obligation under one of our European pension plans $0.5 million due
to a change in French law. The 2005 results include added professional fee
expenses associated with being a public registrant and added travel costs
associated with providing technical support to our European operations as we
work to implement cost improvement initiatives.
Interest Expense, Net
Net interest expense increased $8.1 million to $18.5 million for the 2005 period
from $10.4 million for the 2004 period. Higher interest expense in the 2005
period relative to the 2004 period was caused primarily by increased debt levels
incurred as a result of the Merger and higher interest rates under our senior
credit facilities.
Other Expenses, Net
Net other expenses decreased $2.0 million to $2.4 million for the 2005 period
from $4.4 million for the 2004 period. The 2004 period results include the
write-off of $1.9 million in unamortized debt issue costs associated with our
former bank agreement, which was refinanced in connection with the Merger.
Tax Provision
For the 2005 period, we recorded an income tax benefit of $0.6 million. This
amount is less than the amount that would be calculated using the United States
statutory rate of 34.0% because the goodwill impairment charge is not deductible
for income tax purposes, and therefore no offsetting tax benefit has been
recorded.
LIQUIDITY AND CAPITAL RESOURCES
Our short-term liquidity needs include required debt service and day-to-day
operating expenses including working capital requirements and the funding of
capital expenditures. Long-term liquidity requirements include capital
expenditures for new programs and maintenance of existing equipment and debt
service. Capital expenditures for 2005 are expected to be $18-20 million, of
which $13.5 million was spent during the nine months ended September 30, 2005.
Our principal sources of cash to fund short- and long-term liquidity needs
consist of cash generated by operations and borrowing under our revolving credit
facilities.
The Sager acquisition was primarily financed indirectly through equity
contributions from the shareholders of Micron in the amount of $10.0 million.
The indenture governing the Notes and the agreement governing the senior credit
facilities contain a number of covenants imposing significant restrictions on
our business. These restrictions may affect our ability to operate our business
and may limit our ability to take advantage of potential business opportunities
as they arise.
22
We amended our senior credit facilities effective March 31, 2005. Our amended
senior credit facilities require us to meet a number of financial ratio tests,
including interest coverage and senior and total leverage ratios. Our amended
senior credit facilities also limit the amount of capital expenditures we may
make. As of September 30, 2005, we were in compliance with the covenants
contained in the indenture governing the Notes and our amended senior credit
facilities. The financial covenants in our amended senior credit facilities are
less restrictive than the original agreement and were structured to provide us
with flexibility sufficient for us to remain in compliance with such covenants
throughout 2005.
However, OEM and Tier I manufacturers' production schedules have been reduced
over the past six months and we currently believe it is unlikely that we will be
able to maintain compliance with the financial covenants in our amended senior
credit facilities as of December 31, 2005. As a result, we anticipate engaging
in discussions with our senior lenders to further amend our senior credit
facilities to provide covenant relief and to enter into alternative
financing to improve our liquidity. If we are unable to obtain alternative
financing, or if we are unable to negotiate with our senior lenders new
covenants acceptable to us, we will likely be unable to maintain compliance
with the financial covenants in our existing amended senior credit facilities
as of December 31, 2005 after which the lenders would have the ability to
exercise all of their remedies upon an event of default.
On October 8, 2005 (the "Filing Date"), Delphi Corporation and its U.S.
affiliates ("Delphi") filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code. Delphi is a significant customer of ours, accounting for
12% of our gross sales in 2004 and 11% of our gross sales in the nine months
ended September 30, 2005. We believe that we are a critical supplier to Delphi's
continued operations as we are a sole source and just-in-time supplier for a
majority of components we ship to Delphi. Critical supplier status increases the
likelihood that invoices for product shipped by us to Delphi prior to the Filing
Date will be collected and retained. We have had discussions with Delphi since
the Filing Date and as yet have no final written agreements in place. Currently,
we believe that our short- and long-term cash flow and profitability will not be
impacted by the Delphi filing. Delphi's long-term survival and scope of
operations are not clear at this time. The loss of Delphi as a customer or a
significant reduction in Delphi's operations could have a material adverse
effect on our existing and future revenues and net income.
Nine Months Ended September 30, 2005
Cash provided by operating activities of $12.2 million during the nine months
ended September 30, 2005 reflects net income, excluding non-cash and other
reconciling items, of $12.8 million, and an increase in net working capital of
$0.5 million. The following working capital components changed significantly
from December 31, 2004 to September 30, 2005:
- - Accounts payable decreased $2.5 million. Production in our European
operations during third quarter of 2005 was less than the fourth quarter of
2004;
- - Inventories increased $2.3 million due primarily to the increased value of
raw material inventories consistent with the rise in steel and perishable
tooling prices. Also, machinery spare parts inventories have increased
consistent with the addition of new types of equipment; and
- - Accounts receivable decreased $2.9 million. Factored European accounts
receivable increased $3.5 million from December 31, 2004 to September 30,
2005. This was partially offset by the negative impact on cash flow of a
number of European and North American customers lengthening payment terms
during 2004 and 2005.
Cash used in investing activities of $24.9 million during the nine months ended
September 30, 2005 mainly consisted of capital expenditures primarily for
production equipment of $13.5 million and the purchase price and professional
fees spent to acquire Sager of $9.9 million.
23
Cash provided by financing activities of $11.8 million during the nine months
ended September 30, 2005 mainly consisted of $10.0 million in contributions
received from the shareholders of Micron to fund the purchase of Sager and $7.4
million in net borrowings under lines of credit with our banks offset by $5.1
million in scheduled payments on our senior credit facilities and other
indebtedness.
FOREIGN OPERATIONS
During the three months ended September 30, 2005, our North American operations
exported $4.3 million of product to customers located in foreign countries, and
our foreign operations shipped $45.1 million of product to customers from their
facilities. During the nine months ended September 30, 2005, our North American
operations exported $13.1 million of product to customers located in foreign
countries, and our foreign operations shipped $150.2 million of product to
customers from their facilities. As a result, we are subject to the risks of
doing business abroad, including currency exchange rate fluctuations, limits on
repatriation of funds, compliance with foreign laws and other economic and
political uncertainties.
ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board issued SFAS No.
123(R), "Share-Based Payment," which will require compensation costs related to
share-based payment transactions to be recognized in the financial statements.
With limited exceptions, the amount of compensation cost will be measured based
on the grant date fair value of the equity or liability instruments issued. In
addition, liability awards will be remeasured each reporting period.
Compensation cost will be recognized over the period that an employee provides
services in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123,
"Accounting for Stock-Based Compensation," and supercedes Accounting Principals
Board Opinion No. 25, "Accounting for Stock Issued to Employees." SFAS 123(R)
becomes effective at the beginning of our first quarter in 2006. We expect that
the impact of adopting SFAS No. 123(R) will be consistent with the pro forma
expense that has been previously disclosed, adjusted for future grants,
cancellations and exercises of stock options in accordance with SFAS No. 123(R).
CRITICAL ACCOUNTING POLICIES
No material changes have been made to our critical accounting policies during
the first nine months of 2005.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We have managed and may in the future manage certain foreign currency exchange
risk in relation to equipment purchases through the limited use of foreign
currency futures contracts to reduce the impact of changes in foreign currency
rates on firm commitments to purchase equipment. No such contracts related to
equipment purchases were outstanding at December 31, 2004 or September 30, 2005.
We typically derive approximately 60% of our sales from foreign manufacturing
operations. The financial position and results of operations of our subsidiaries
in France are measured in euros and translated into USD. The effects of foreign
currency fluctuations in France are somewhat mitigated by the fact that sales
and expenses are generally incurred in euros, and the reported net income
thereon will be higher or lower depending on a weakening or strengthening of the
USD as compared to the euro.
24
The financial position and results of operations of our subsidiary in Brazil are
measured in Brazilian reais and translated into USD. With respect to
approximately 35% of this subsidiary's sales, expenses are generally incurred in
Brazilian reais, but sales are invoiced in USD. As such, results of operations
with regard to these sales are directly influenced by a weakening or
strengthening of the Brazilian real as compared to the USD. The effects of
foreign currency fluctuations are somewhat mitigated on the remainder of this
subsidiary's sales by the fact that these sales and related expenses associated
therewith are generally incurred in Brazilian reais and the reported income
thereon will be higher or lower depending on a weakening or strengthening of the
USD as compared to the Brazilian real.
Our consolidated net assets as of September 30, 2005 include amounts based in
Europe and in South America, and were translated into USD at the exchange rates
in effect at that date (1.2042 USD per euro and 2.2147 Brazilian reais per USD).
Accordingly, our consolidated net assets will fluctuate depending on the
weakening or strengthening of the USD as compared to these currencies as a
result of foreign currency translation adjustments.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified by the
Securities and Exchange Commission and that such information is accumulated and
communicated to our management, including our Chief Executive and Financial
Officers, as appropriate, to allow timely decisions regarding required
disclosures.
As of the end of the period covered by this report, we performed an evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). The
evaluation was performed under the supervision and with the participation of our
management, including our Chief Executive and Financial Officers. Based upon the
evaluation, the Chief Executive and Financial Officers concluded that our
disclosure controls and procedures were effective in ensuring that material
information relating to us (including our consolidated subsidiaries) was made
known to them by others within our consolidated group during the period in which
this report was being prepared and that the information required to be included
in the report has been recorded, processed, summarized and reported on a timely
basis.
During our most recent fiscal quarter, there have been no significant changes in
our internal controls that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
25
PART II - OTHER INFORMATION
Item 6. Exhibits
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
31.1 Certification of Chief Executive Officer in the form prescribed by
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer in the form prescribed by
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer in the form prescribed by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer in the form prescribed by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
26
SIGNATURES
Autocam Corporation has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AUTOCAM CORPORATION
November 10, 2005 /s/ John C. Kennedy
Date ----------------------------------------
John C. Kennedy
President
27
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
31.1 Certification of Chief Executive Officer in the form prescribed by
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.
31.2 Certification of Chief Financial Officer in the form prescribed by
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer in the form prescribed by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer in the form prescribed by 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.