-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSuG7dFDRKOvccXUTlVk+WisCASReohxEKsNhlnZFtYFwlCl7wlvi9btdK/cJIiz dXxvu1Iz5I/WmasPaGXfLw== 0000950124-99-003359.txt : 19990518 0000950124-99-003359.hdr.sgml : 19990518 ACCESSION NUMBER: 0000950124-99-003359 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED ACCESSORY SYSTEMS LLC CENTRAL INDEX KEY: 0001057836 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133848156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-49011 FILM NUMBER: 99626570 BUSINESS ADDRESS: STREET 1: 12900 HALL RD STREET 2: SUITE 200 CITY: STERLING HEIGHTS STATE: MI ZIP: 48313 BUSINESS PHONE: 8109972900 MAIL ADDRESS: STREET 1: 12900 HALL RD STREET 2: SUITE 200 CITY: STERLING HEIGHTS STATE: MI ZIP: 48313 10-Q 1 FORM 10-Q 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1999 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 333-49011 ----------------- -------------- [LOGO] ADVANCED ACCESSORY SYSTEMS, LLC. (Exact name of Registrant as specified in its Charter) DELAWARE 13-3848156 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12900 HALL ROAD, SUITE 200, STERLING HEIGHTS, MI 48313 (Address of principal executive offices) (Zip Code) (810) 997-2900 (Telephone Number) NOT APPLICABLE (Former name, former address and former fiscal year, if changed since last report) 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 No ================================================================================ 2 ADVANCED ACCESSORY SYSTEMS, LLC INDEX Page No. Part I. Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets as of 1 March 31, 1999 and December 31, 1998 Consolidated Condensed Statements of Income 2 for the Three Months Ended March 31, 1999 and 1998 Consolidated Condensed Statements of 3 Cash Flows for the Three Months Ended March 31, 1999 and 1998 Consolidated Condensed Statement of Changes 4 in Members' Equity for the Three Months Ended March 31, 1999 Notes to Consolidated Condensed Financial 5 Statements Item 2. Management's Discussion and Analysis of 11 Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About 17 Market Risk Part II. Other Information and Signature Item 1. Legal Proceedings 18 Item 2. Changes in Securities 18 Item 3. Defaults Upon Senior Securities 18 Item 4. Submission of Matters to a Vote of 18 Security-holders Item 5. Other Information 18 Item 6. Exhibits and Reports on Form 8-K 18 Signature 19 3 PART I. FINANCIAL INFORMATION Item 1. Financial Statements ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED CONDENSED BALANCE SHEETS AS OF MARCH 31, 1999 AND DECEMBER 31, 1998 (DOLLARS IN THOUSANDS) (UNAUDITED)
March 31, December 31, ASSETS 1999 1998 Current assets Cash $ 7,710 $ 11,240 Accounts receivable, less reserves of $3,104 and $2,766, respectively 54,714 40,727 Inventories Finished goods 16,660 12,805 Work-in-process 12,668 12,707 Raw materials 11,799 17,575 ------------- -------------- Total inventory 41,127 43,087 Deferred income taxes 260 280 Other current assets 2,494 3,964 ------------- -------------- Total current assets 106,305 99,298 Property and equipment, net 59,305 61,295 Goodwill, net 84,492 87,079 Other intangible assets, net 6,366 6,592 Deferred income taxes 2,262 1,933 Other noncurrent assets 2,818 2,784 ------------- -------------- $ 261,548 $ 258,981 ============= ============== LIABILITIES AND MEMBERS' EQUITY Current liabilities Current maturities of long-term debt $ 10,128 $ 4,536 Accounts payable 28,678 23,115 Accrued liabilities 24,395 21,335 Deferred income taxes -- 1,080 ------------- -------------- Total current liabilities 63,201 50,066 ------------- -------------- Noncurrent liabilities Deferred income taxes 1,606 1,790 Other noncurrent liabilities 4,618 4,581 Long-term debt, less current maturities 175,442 182,988 ------------- -------------- Total noncurrent liabilities 181,666 189,359 ------------- -------------- Mandatorily redeemable warrants 4,484 4,409 ------------- -------------- Members' equity Class A Units 22,210 22,276 Other comprehensive loss (879) (615) Accumulated deficit (9,134) (6,514) ------------- -------------- 12,197 15,147 ------------- -------------- $ 261,548 $ 258,981 ============= ==============
The accompanying notes are an integral part of the consolidated condensed financial statements. 1 4 ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Ended March 31, 1999 1998 Net sales $ 78,035 $ 74,027 Cost of sales 56,241 53,978 ------------- -------------- Gross profit 21,794 20,049 Selling, administrative and product development expenses 13,397 12,350 Amortization of intangible assets 789 785 ------------- -------------- Operating income 7,608 6,914 ------------- -------------- Other income (expense) Interest expense (4,446) (4,936) Foreign currency loss, net (3,973) (1,042) Other expense (2,000) -- ------------- -------------- Income (loss) before income taxes (2,811) 936 Benefit for income taxes 978 1,171 ------------- -------------- Net income (loss) $ (1,833) $ 2,107 ============= ==============
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 5 ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (DOLLARS IN THOUSANDS) (UNAUDITED)
Three Months Ended March 31, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (1,833) $ 2,107 Adjustments to reconcile net income (loss) to net cash provided by operating activities Depreciation and amortization 3,549 3,496 Deferred taxes (1,459) (1,183) Foreign currency loss 4,134 1,023 Changes in assets and liabilities, net (3,462) (1,182) ------------- -------------- Net cash provided by operating activities 929 4,261 ------------- -------------- CASH FLOWS USED FOR INVESTING ACTIVITIES: Acquisition of property and equipment (2,592) (2,444) Acquisitions, net of cash acquired -- (21,774) ------------- -------------- Net cash used for investing activities (2,592) (24,218) ------------- -------------- CASH FLOWS USED FOR FINANCING ACTIVITIES: Net reduction in revolving loan -- (1,900) Collection on note receivable for unit purchase 9 -- Payments on long-term debt (1,060) (888) Distributions to members (787) (8) ------------- -------------- Net cash used for financing activities (1,838) (2,796) ------------- -------------- Effect of exchange rate changes (29) 331 -------------- -------------- Net decrease in cash (3,530) (22,422) Cash at beginning of period 11,240 27,348 ------------- -------------- Cash at end of period $ 7,710 $ 4,926 ============= ==============
The accompanying notes are an integral part of the consolidated condensed financial statements. 3 6 ADVANCED ACCESSORY SYSTEMS, LLC CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN MEMBERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1999 (DOLLARS IN THOUSANDS) (UNAUDITED)
Other Total Class A comprehensive Accumulated members' Units loss deficit equity ------------- ------------- ------------- ------------- Balance at December 31, 1998 $ 22,276 $ (615) $ (6,514) $ 15,147 Collection on notes receivable for unit purchase 9 -- -- 9 Accretion of membership warrants (75) -- -- (75) Distributions to members -- -- (787) (787) Currency translation adjustment -- (264) -- (264) Net loss -- -- (1,833) (1,833) ------------- ------------- ------------- ------------- Balance at March 31, 1999 $ 22,210 $ (879) $ (9,134) $ 12,197 ============= ============= ============= =============
The accompanying notes are an integral part of the consolidated condensed financial statements. 4 7 ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) (UNAUDITED) 1. BASIS OF PRESENTATION In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly its financial position as of March 31, 1999 and December 31, 1998 and the results of its operations for the three months ended March 31, 1999 and 1998 and its cash flows for the three months ended March 31, 1999 and 1998. 2. OTHER EXPENSE In February 1996 the Company commenced an action against certain individuals alleging breach of contract under the terms of an October 1992 Purchase Agreement and Employment Agreement with the predecessor of the Company. The individuals then filed a separate lawsuit against the Company alleging breach of contract under the respective Purchase and Employment agreements. On May 7, 1999 a jury in the United States District Court for the Eastern District of Michigan reached a verdict against the company and awarded the individuals approximately $3.8 million plus interest and reasonable attorney fees. While the Company is assessing further actions in response to the verdict, as of March 31, 1999 the Company increased its estimated accrual for this matter by $2.0 million which charge is included in other expense. 3. COMPREHENSIVE INCOME (LOSS) Comprehensive income (loss) for the first quarter of 1999 and 1998 of $(2.1) million and $ 1.2 million, respectively, includes reported net income (loss) adjusted by the non-cash effect of changes in the cumulative translation adjustment. 4. CONDENSED CONSOLIDATING INFORMATION On October 1, 1997, the Company and its wholly-owned subsidiary, AAS Capital Corporation, issued and sold $125,000 of its 9 3/4 Senior Subordinated Notes due 2007 ("the Notes"). The Notes are guaranteed on a full, unconditional and joint and several basis by all of the Company's direct and indirect wholly-owned domestic subsidiaries. The following condensed consolidating financial information presents the financial position, results of operations and cash flows of (i) the Company as parent, as if it accounted for its subsidiaries on the equity method, and AAS Capital Corporation as issuers; (ii) guarantor subsidiaries which are domestic, wholly-owned subsidiaries and include SportRack LLC, AAS Holdings, Inc., Valley Industries, LLC, and ValTek, LLC; and (iii) the non-guarantor subsidiaries which are foreign, wholly-owned subsidiaries and include Brink International B.V. and its subsidiaries, SportRack International, Inc. and its subsidiary, and SportRack Automotive GmbH. The guarantor and non-guarantor subsidiaries for the three months ended March 31, 1999 and 1998 have been allocated a portion of certain corporate overhead costs on a basis consistent with each subsidiary's relative business activity, including interest on intercompany debt balances. Separate financial statements of the guarantor subsidiaries are not presented because management has determined that the separate financial statements are not material to investors. Since its formation in September 1997, AAS Capital Corporation has had no operations and has no assets or liabilities at March 31, 1999. 7 8 ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) (UNAUDITED) 4. CONDENSED CONSOLIDATING INFORMATION -- (continued) CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/ ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED ----------- ------------ ------------- ------------- ------------ (DOLLAR AMOUNTS IN THOUSANDS) ASSETS Current assets Cash $ -- $ 3,013 $ 4,697 $ -- $ 7,710 Accounts receivable -- 37,267 17,447 -- 54,714 Inventories -- 14,870 26,257 -- 41,127 Other current assets -- 2,296 458 -- 2,754 ----------- ----------- ----------- ----------- ---------- Total current assets -- 57,446 48,859 -- 106,305 ----------- ----------- ----------- ----------- ---------- Property and equipment, net -- 29,004 30,301 -- 59,305 Goodwill, net 1,096 58,720 24,676 -- 84,492 Intangible assets, net 4,750 280 1,336 -- 6,366 Deferred income taxes and other noncurrent assets 28 2,364 2,688 -- 5,080 Investment in subsidiaries 34,615 10,022 -- (44,637) -- Intercompany notes receivable 109,292 -- -- (109,292) -- ------------ ----------- ----------- ----------- ---------- Total Assets $ 149,781 $ 157,836 $ 107,860 $ (153,929) $ 261,548 ============ =========== =========== =========== ========== LIABILITIES AND MEMBER'S EQUITY Current liabilities Current maturities of long-term debt $ -- $ -- $ 10,128 $ -- $ 10,128 Accounts payable -- 18,578 10,100 -- 28,678 Accrued liabilities and deferred income taxes 8,336 6,232 9,827 -- 24,395 ------------ ----------- ----------- ----------- ---------- Total current liabilities 8,336 24,810 30,055 -- 63,201 ------------ ----------- ----------- ----------- ---------- Deferred income taxes and other noncurrent liabilities 1,253 1,259 3,712 -- 6,224 Long-term debt, less current maturities 124,572 -- 50,870 -- 175,442 Intercompany debt -- 75,176 34,116 (109,292) -- Mandatorily redeemable warrants 4,484 -- -- -- 4,484 Members' equity 11,136 56,591 (10,893) (44,637) 12,197 ------------ ----------- ----------- ----------- ---------- Total liabilities and members' equity $ 149,781 $ 157,836 $ 107,860 $ (153,929) $ 261,548 ============ =========== =========== =========== ==========
6 9 ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) (UNAUDITED) 4. CONDENSED CONSOLIDATING INFORMATION -- (continued) CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 1998
GUARANTOR NON-GUARANTOR ELIMINATIONS/ ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED ----------- ------------ ------------- ------------- ------------ (DOLLAR AMOUNTS IN THOUSANDS) ASSETS Current assets Cash $ -- $ 5,636 $ 5,604 $ -- $ 11,240 Accounts receivable -- 28,437 12,290 -- 40,727 Inventories -- 15,630 27,457 -- 43,087 Other current assets 4 2,687 1,553 -- 4,244 ----------- ----------- ----------- ----------- ---------- Total current assets 4 52,390 46,904 -- 99,298 ----------- ----------- ----------- ----------- ---------- Property and equipment, net -- 28,416 32,879 -- 61,295 Goodwill, net 1,105 59,261 26,713 -- 87,079 Intangible assets, net 4,846 300 1,446 -- 6,592 Deferred income taxes and other noncurrent assets 28 2,285 2,404 -- 4,717 Investment in subsidiaries 34,373 10,022 -- (44,395) -- Intercompany notes receivable 109,300 -- -- (109,300) -- ------------ ----------- ----------- ------------ ---------- Total Assets $ 149,656 $ 152,674 $ 110,346 $ (153,695) $ 258,981 ============ =========== =========== =========== ========== LIABILITIES AND MEMBER'S EQUITY Current liabilities Current maturities of long-term debt $ -- $ -- $ 4,536 $ -- $ 4,536 Accounts payable -- 14,260 8,855 -- 23,115 Accrued liabilities and deferred income taxes 3,702 6,995 11,718 -- 22,415 ------------ ----------- ----------- ----------- ---------- Total current liabilities 3,702 21,255 25,109 -- 50,066 ------------ ----------- ----------- ----------- ---------- Deferred income taxes and other noncurrent liabilities 1,153 1,255 3,963 -- 6,371 Long-term debt, less current maturities 124,565 -- 58,423 -- 182,988 Intercompany debt -- 77,951 31,349 (109,300) -- Mandatorily redeemable warrants 4,409 -- -- -- 4,409 Members' equity 15,827 52,213 (8,498) (44,395) 15,147 ------------ ----------- ----------- ----------- ---------- Total liabilities and members' equity $ 149,656 $ 152,674 $ 110,346 $ (153,695) $ 258,981 ============ =========== =========== =========== ==========
7 10 ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) (UNAUDITED) 4. CONDENSED CONSOLIDATING INFORMATION -- (continued) CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/ ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED ---------- ------------ ------------- ------------- ------------ (DOLLAR AMOUNTS IN THOUSANDS) Net sales $ -- $ 52,840 $ 25,195 $ -- $ 78,035 Cost of sales -- 39,218 17,023 -- 56,241 ---------- ---------- ----------- ---------- ---------- Gross profit -- 13,622 8,172 -- 21,794 Selling, administrative and product development expenses 1,136 6,778 5,483 -- 13,397 Amortization of intangible assets 10 549 230 -- 789 ---------- ---------- ----------- ---------- ---------- Operating income (loss) (1,146) 6,295 2,459 -- 7,608 Interest expense 1,707 1,130 1,609 -- 4,446 Equity in income (loss) of subsidiaries 1,064 -- -- (1,064) -- Foreign currency (gain) loss -- -- 3,973 -- 3,973 Other expense 2,000 -- -- -- 2,000 ---------- ---------- ----------- ---------- ---------- Income (loss) before income taxes (3,789) 5,165 (3,123) (1,064) (2,811) Benefit for income taxes -- -- 978 -- 978 ---------- ---------- ----------- ---------- ---------- Net income (loss) $ (3,789) $ 5,165 $ (2,145) $ (1,064) $ (1,833) ========== ========== =========== ========== ==========
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998
GUARANTOR NON-GUARANTOR ELIMINATIONS/ ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED ---------- ------------ ------------- ------------- ------------ (DOLLAR AMOUNTS IN THOUSANDS) Net sales $ -- $ 51,217 $ 22,810 $ -- $ 74,027 Cost of sales -- 38,436 15,542 -- 53,978 ---------- ---------- ----------- ---------- ---------- Gross profit -- 12,781 7,268 -- 20,049 Selling, administrative and product development expenses 171 5,973 6,206 -- 12,350 Amortization of intangible assets 10 543 232 -- 785 ---------- ---------- ----------- ---------- ---------- Operating income (loss) (181) 6,265 830 -- 6,914 Interest expense 853 1,919 2,164 -- 4,936 Equity in income (loss) of subsidiaries 3,141 -- -- (3,141) -- Foreign currency (gain) loss -- -- 1,042 -- 1,042 ---------- ---------- ----------- ---------- ---------- Income (loss) before income taxes 2,107 4,346 (2,376) (3,141) 936 Benefit for income taxes -- -- 1,171 -- 1,171 ---------- ---------- ----------- ---------- ---------- Net income (loss) $ 2,107 $ 4,346 $ (1,205) $ (3,141) $ 2,107 ========== ========== =========== ========== ==========
8 11 ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) (UNAUDITED) 4. CONDENSED CONSOLIDATING INFORMATION -- (continued) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999
GUARANTOR NON-GUARANTOR ELIMINATIONS/ ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED ---------- ------------ ------------- ------------- ------------ (DOLLAR AMOUNTS IN THOUSANDS) Net cash provided by (used for) operating activities $ -- $ 2,697 $ (1,768) $ -- $ 929 ---------- --------- ---------- ---------- ---------- Cash flows from investing activities: Acquisition of property and equipment -- (1,758) (834) -- (2,592) ---------- --------- ---------- ---------- --------- Net cash used for investing activities -- (1,758) (834) -- (2,592) ---------- --------- ---------- ---------- ---------- Cash flows from financing activities: Change in intercompany debt 778 (2,775) 2,784 (787) -- Collection on note receivable for unit purchase 9 -- -- -- 9 Repayment of debt -- -- (1,060) -- (1,060) Distributions to members (787) (787) -- 787 (787) ---------- --------- ---------- ---------- ---------- Net cash provided by financing activities -- (3,562) 1,724 -- (1,838) ---------- --------- ---------- ---------- ---------- Effect of exchange rate changes -- -- (29) -- (29) Net increase (decrease) in cash -- (2,623) (907) -- (3,530) Cash at beginning of period -- 5,636 5,604 -- 11,240 ---------- --------- ---------- ---------- ---------- Cash at end of period $ -- $ 3,013 $ 4,697 $ -- $ 7,710 ========== ========= ========== ========== ==========
9 12 ADVANCED ACCESSORY SYSTEMS, LLC NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS) (UNAUDITED) 4. CONDENSED CONSOLIDATING INFORMATION -- (continued) CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1998
GUARANTOR NON-GUARANTOR ELIMINATIONS/ ISSUERS SUBSIDIARIES SUBSIDIARIES ADJUSTMENTS CONSOLIDATED ---------- ------------ ------------- ------------- ------------ (DOLLAR AMOUNTS IN THOUSANDS) Net cash provided by (used for) operating activities $ 1,940 $ 3,562 $ (1,241) $ -- $ 4,261 ---------- --------- ---------- ---------- ---------- Cash flows from investing activities: Acquisition of property and equipment -- (1,938) (506) -- (2,444) Acquisitions, net of cash acquired -- -- (21,774) -- (21,774) ---------- --------- ---------- ---------- ---------- Net cash used for investing activities -- (1,938) (22,280) -- (24,218) ---------- ---------- ---------- ---------- ---------- Cash flows from financing activities: Change in intercompany debt (32) (2,863) 2,903 (8) -- Increase (decrease) in revolving loan (1,900) -- -- -- (1,900) Repayment of debt -- -- (888) -- (888) Distributions to members (8) (8) -- 8 (8) ---------- --------- ---------- ---------- ---------- Net cash provided by financing activities (1,940) (2,871) 2,015 -- (2,796) ---------- --------- ---------- ---------- ---------- Effect of exchange rate changes -- -- 331 -- 331 Net increase (decrease) in cash -- (1,247) (21,175) -- (22,422) Cash at beginning of period -- 2,761 24,587 -- 27,348 ---------- --------- ---------- ---------- ---------- Cash at end of period $ -- $ 1,514 $ 3,412 $ -- $ 4,926 ========== ========= ========== ========== ==========
10 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 The following discussion of the results of operations and financial condition of the Company should be read in conjunction with the financial statements and notes thereto of the Company included elsewhere in this Form 10-Q. Discussions containing forward-looking statements may be found in the material set forth below. These may include statements projecting, forecasting or estimating Company performance and industry trends. General risks that may impact the achievement of such forecasts include, but are not limited to: compliance with new laws and regulations, general economic conditions in the markets in which the Company operates, fluctuation in demand for the Company's products, significant raw material price fluctuations, and other business factors. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements. All of these forward-looking statements are based on estimates and assumptions made by management of the Company which, although believed to be reasonable, are inherently uncertain. The Company does not intend to update these forward-looking statements. GENERAL Chase Capital Partners and certain members of the Company's management formed the Company in September 1995 to make strategic acquisitions of automotive exterior accessory manufacturers and to integrate those acquisitions into a global enterprise that would be a preferred supplier to the automotive industry. In September 1995, the Company, through its SportRack, LLC subsidiary ("SportRack"), acquired substantially all of the net assets of the MascoTech Accessories division of MascoTech, Inc., a North American supplier of rack systems and accessories to the automotive original equipment manufacturers ("OEM") market and aftermarket. In October 1996, the Company acquired all the capital stock of Brink B.V., a private company with limited liability incorporated under the laws of The Netherlands and a European supplier of towing systems and accessories to the automotive OEM market and aftermarket. In December 1996, ownership of Brink B.V. and its subsidiaries was transferred to a newly formed subsidiary of the Company, Brink International B.V. ("Brink"). In August 1997, the Company formed Valley Industries, LLC to acquire the net assets of Valley Industries, Inc. ("Valley"), a North American supplier of towing systems and accessories to the automotive OEM market and aftermarket. Two smaller acquisitions were completed in July 1997 by a subsidiary of SportRack, SportRack International, Inc. SportRack International acquired from Bell Sports Corporation the net assets of its sportrack division, a Canadian supplier of rack systems and accessories to the automotive aftermarket. SportRack International also acquired the capital stock of Nomadic Sports, Inc., a Canadian supplier of rack systems and accessories to the automotive OEM market and aftermarket. In January 1998, the Company through Brink International B.V., acquired the net assets of the towbar segment Ellebi S.p.A., an Italian supplier of towing systems to the automotive OEM market and aftermarket. In February 1998, the Company through SportRack International, Inc., acquired the net assets of Transfo-Rakzs, a Canadian supplier of rear hitch rack carrying systems and related products to the automotive aftermarket. In each instance, the acquisition was accounted for in accordance with the purchase method of accounting and the operating results of the acquired company have been included in the Company's consolidated financial statements since the date of the respective acquisition. RESULTS OF OPERATIONS THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Net Sales. Net sales for the first quarter of 1999 were $78.0 million, representing an increase of $4.0 million, or 5.4%, over net sales for the first quarter of 1998. This increase resulted primarily from increased sales to OEM's of approximately $1.1 million and strong growth in aftermarket sales of $3.0 million. Aftermarket sales growth included increased sales for the SportRack International subsidiary whose customer base had been changed as part of a business rationalization and restructuring completed during the fourth quarter of 1998. 11 14 ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 Gross Profit. Gross profit for the first quarter of 1999 was $21.8 million, representing an increase of $1.7 million, or 8.7%, over the gross profit for the first quarter of 1998. This increase resulted from the increase in net sales and by an increase in the gross margin percentage. Gross profit as a percentage of net sales was 27.9% in the first quarter of 1999 compared to 27.1% in the first quarter of 1998. The increase in the gross margin percentage is attributable to decreased material costs, primarily in steel purchased for products produced in Europe, and the effect of higher net sales on fixed overhead costs. Selling, administrative and product development expenses. Selling, administrative and product development expenses for the first quarter of 1999 were $13.4 million, representing an increase of $1.0 million, or 8.5%, over the selling, administrative and product development expenses for the first quarter of 1998, reflecting the increase in net sales. Selling, administrative and product development expenses as a percentage of net sales increased to 17.2% in the first quarter of 1999 from 16.7% in the first quarter of 1998. This increase is attributable to higher corporate expenses including expenses, representing severance compensation, recorded during the quarter related to the departure of the Company's former President and Chief Executive Officer. Operating income. Operating income for the first quarter of 1999 was $7.6 million, an increase of $694,000, or 10.0%, over operating income for the first quarter of 1998 reflecting the increase in net sales. Operating income as a percentage of net sales increased to 9.7% in the first quarter of 1999 from 9.3% in the first quarter of 1998 reflecting an increase in gross margins, offset partially by an increase in selling, general and product development expenses as a percentage of net sales. Interest expense. Interest expense for the first quarter of 1999 was $4.4 million, a decrease of $490,000, or 9.9%, over interest expense for the first quarter of 1998. The decrease was primarily due to lower outstanding senior indebtedness attributable to scheduled principal payments made since the first quarter of 1998 and lower average line of credit borrowings during the first quarter of 1999 as compared with the first quarter of 1998, and lower interest rates on the Company's variable rate debt. Foreign currency loss. Foreign currency loss in the first quarter of 1999 was $4.0 million, compared to a foreign currency loss of $1.0 million in the first quarter of 1998. The Company's foreign currency loss is primarily related to the debt of Brink which has indebtedness denominated in U.S. Dollars including intercompany debt and substantially all outstanding loans under the Company's Second Amended and Restated Credit Agreement, except for the Term note A which was changed from a U.S. Dollar denominated loan to a Dutch Guilder denominated loan in October 1998. During the first quarter of 1999 the U.S. Dollar strengthened significantly in relation to the Dutch Guilder, the functional currency of Brink. At December 31, 1998, the exchange rate of the Dutch Guilder to the U.S. Dollar was 1.88:1, whereas at March 31, 1999 the exchange rate was 2.04:1, or a 8.5% decline in the relative value of the Dutch Guilder. In the first quarter of 1998, the relationship between the two currencies was less volatile. At December 31, 1997, the exchange rate of the Dutch Guilder to the U.S. Dollar was 2.02:1, whereas at March 31, 1998 the exchange rate was 2.05:1, or a 1.5% decline in the relative value of the Dutch Guilder during the quarter. Other expense. In February 1996 the Company commenced an action against certain individuals alleging breach of contract under the terms of an October 1992 Purchase Agreement and Employment Agreement with the predecessor of the Company. The individuals then filed a separate lawsuit against the Company alleging breach of contract under the respective Purchase and Employment agreements. On May 7, 1999 a jury in the United States District Court for the Eastern District of Michigan reached a verdict against the Company and awarded the individuals approximately $3.8 million plus interest and reasonable attorney fees. While the Company is assessing further actions in response to the verdict, as of March 31, 1999 the Company increased its estimated accrual for this matter by $2.0 million which charge is included in other expense. Benefit for income taxes. The Company and certain of its domestic subsidiaries have elected to be taxed as limited liability companies for federal income tax purposes. As a result of this election, the Company's domestic taxable income accrues to the individual members. Certain of the Company's domestic subsidiaries and foreign subsidiaries are subject to income taxes in their respective jurisdictions. During the first quarter of 1999, the Company had a loss before income taxes for its taxable subsidiaries totaling $3.1 million and recorded a benefit for income taxes of $978,000. The effective tax rate differs from the U.S. federal income tax rate primarily due to changes in valuation allowances on the deferred tax assets of SportRack International recorded during 1999 and differences in the tax rates of foreign countries. During the first quarter of 1998, the Company had a loss before income taxes for its taxable subsidiaries totaling $2.4 million and recorded a benefit for income taxes of $1.2 million. Net income (loss). Net loss for the first quarter of 1999 was $(1.8) million, as compared to net income of $2.1 million in the first quarter of 1998, a change of $3.9 million. The change in net income (loss) is primarily attributable increased foreign currency loss and the other expense recorded in the first quarter of 1999 partially offset by increased operating income and decreased interest expense. 12 15 ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 LIQUIDITY AND CAPITAL RESOURCES The Company's principal liquidity requirements are to service its debt and meet its working capital and capital expenditure needs. The Company's indebtedness at March 31, 1999 was $185.6 million including current maturities of $10.1 million. The Company expects to be able to meet its liquidity requirements through cash provided by operations and through borrowings available under the Second Amended and Restated Credit Agreement ("U.S. Credit Facility"). WORKING CAPITAL AND CASH FLOWS Working capital and key elements of the consolidated statement of cash flows are:
MARCH 31, DECEMBER 31, 1999 1998 ------------- ------------ Working Capital $ 43,104 $ 49,232 FIRST QUARTER 1999 1998 ------------- ------------ Cash flows provided by operating activities $ 929 $ 4,261 Cash flows (used for) investing activities $ (2,592) $ (24,218) Cash flows (used for) financing activities $ (1,838) $ (2,796)
Working capital Working capital decreased by $6.1 million to $43.1 million at March 31, 1999 from $49.2 million at December 31, 1998 due to a decrease in cash of $3.5 million, an increase in accounts payable of $6.1 million, an increase in accrued liabilities of $4.2 million and an increase in the current portion of long term debt of $5.6 million. Working capital has been further reduced by approximately $2.1 million due to the effects of declining currency exchange rates for the company's European subsidiaries. Offsetting these was an increase in accounts receivable of $15.1 million primarily related to an increase in sales in the first quarter of 1999 as compared with the fourth quarter of 1998 and the timing of collections of accounts receivable from large customers, primarily OEMs. Cash decreased by $3.5 million to $7.7 million at March 31, 1999 from $11.2 million at December 31, 1998 primarily due to cash used for investing and financing activities of $2.6 million and $1.8 million, respectively, partially offset by cash provided by operating activities of $929,000. Accounts payable increased primarily due to increased raw material purchases during the first quarter of 1999 as compared with the fourth quarter of 1998 to support higher sales levels. Accrued liabilities increased as a result of the Company's recording of a $2.0 million charge related to an ongoing legal action, as discussed above, the liability recorded for the severance payments to the Company's former President and Chief Executive Officer and an increase of $3.0 million in accrued interest for the Company's Notes as compared with that recorded as of December 31, 1998. The current portion of long term debt increased due to a mandatory principal payment totaling $3.3 million based upon Excess Cash Flows as defined by the Credit Agreement which will be paid in May 1999, the scheduled commencement of principal payments due under the Company's Acquisition Revolving Note in January 2000 and increased scheduled principal payments during the first quarter of 2000 as compared with the first quarter of 1999. 13 16 ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 Operating Activities Cash flow provided by operating activities for the first quarter of 1999 was $929,000, compared to $4.3 million in the first quarter of 1998. Cash flow for the first quarter of 1999 decreased primarily due to the timing of the collection of accounts receivable from large customers, primarily OEM's, and an increase in aftermarket sales which generally have longer collection terms than sales to OEM customers. Investing Activities During the first quarter of 1999 and 1998, investing cash flows include acquisitions of property and equipment of $2.6 million and $2.4 million, respectively and were primarily for the expansion of capacity, productivity and process improvements and maintenance. The Company's ability to make capital expenditures is subject to restrictions in the U.S. Credit Facility, including a maximum of $12.5 million of capital expenditures annually. Investing cash flows also include cash payments totaling $21.8 million in the first quarter of 1998 for the acquisitions of Ellebi and Tranfo-Rakzs. Financing Activities During the first quarter of 1999 and 1998, financing cash flows included scheduled payments of principal on the Company's term indebtedness of $1.1 million and $888,000, respectively. Distributions to members, representing amounts sufficient to meet the tax liability on the Company's domestic taxable income which accrues to individual members, were $787,000 during the first quarter of 1999 and were not significant during the first quarter of 1998. Financing cash flows during the first quarter of 1998 also included net repayments of borrowings under the company's revolving loans of $1.9 million. No revolving loans were outstanding at either the beginning or end of the first quarter of 1999. DEBT AND CREDIT SOURCES The Company's indebtedness was $185.6 million and $187.5 million at March 31, 1999 and December 31, 1998, respectively. The Company expects that its primary sources of cash will be from operating activities and borrowings under its revolving credit facilities. As of March 31, 1999, the Company had no borrowings under the revolving credit facilities and had $25.0 million of available borrowing capacity. As of March 31, 1999, the Company was in compliance with the various covenants under the debt agreements pursuant to which it has borrowed or may borrow money and believes the Company will remain in compliance with such covenants in all material respects through the period ending March 31, 2000. Management believes that, based on current and expected levels of operations, cash flows from operations and borrowings under the Revolving Credit Facilities will be sufficient to fund its debt service requirements, working capital needs, and capital expenditures for the foreseeable future, although no assurances can be given in this regard. In May 1999, the Company will make an unscheduled mandatory principal payment of $3.3 million on its borrowings under the U.S. Credit Facility based upon Excess Cash Flows as defined by the Credit Agreement. The Company is exposed to interest rate volatility with regard to variable rate debt. The Company uses interest rate swaps to reduce interest rate volatility. At March 31, 1999 and 1998 the notional value of interest rate swaps was $18.5 million. Under the terms of the interest rate swap agreements, the Company pays a fixed interest rate on the notional principal amount. The effects of interest rate swaps are reflected in interest expense and are not material. The Company's ability to satisfy its debt obligations will depend upon its future operating performance, which will be affected by prevailing economic conditions and financial, business, and other factors, certain of which are beyond its control, as well as the availability of revolving credit borrowings under its current or successor credit facilities. The Company anticipates that, based on current and expected levels of operations, its operating cash flow, together with borrowings under the U.S. Credit Facility and the Canadian Credit Facility, should be sufficient to meet its debt service, working capital and capital expenditure requirements for the 14 17 ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 foreseeable future, although no assurances can be given in this regard, including as to the ability to increase revenues or profit margins. If the Company is unable to service its indebtedness, it will be forced to take actions such as reducing or delaying acquisitions and/or capital expenditures, selling assets, restructuring or refinancing its indebtedness, or seeking additional equity capital. There is no assurance that any of these remedies can be effected on satisfactory terms, if at all, including, whether, and on what terms, the Company could raise equity capital. The Company conducts operations in several foreign countries including Canada, The Netherlands, Denmark, the United Kingdom, Sweden, France, Germany, Poland, Spain and, Italy. Net sales from international operations during the first quarter 1999 were approximately $25.2 million, or 32.3% of the Company's net sales. At March 31, 1999, assets associated with these operations were approximately 41.2% of total assets, and the Company had indebtedness denominated in currencies other than the U.S. Dollar of approximately $24.5 million. The Company's international operations may be subject to volatility because of currency fluctuations, inflation and changes in political and economic conditions in these countries. Most of the revenues and costs and expenses of the Company's operations in these countries are denominated in the local currencies. The financial position and results of operations of the Company's foreign subsidiaries are measured using the local currency as the functional currency. Certain of the Company's foreign subsidiaries have debt denominated in currencies other than their functional currency. As the exchange rates between the currency of the debt and the subsidiaries functional currency change the Company is subject to foreign currency gains and losses. The Company may periodically use foreign currency forward option contracts to offset the effects of exchange rate fluctuations on cash flows denominated in foreign currencies. The Company has no outstanding foreign currency forward options at March 31, 1999 and does not use derivative financial instruments for trading or speculative purposes. YEAR 2000 General The "Year 2000 Issue" is the result of computer programs that were written using two digits rather than four to define the applicable year. If the Company's computer programs with date-sensitive functions are not Year 2000 compliant, they may recognize a date using "00" as the Year 1900 rather than the Year 2000. This could result in a system failure or miscalculations causing disruptions of operations, including, among other things, a temporary inability to process transactions, send invoices or engage in similar normal business activities. The Company and each of its operating subsidiaries are in the process of implementing Year 2000 readiness programs with the objective of having all of their significant business systems, including those that affect facilities and manufacturing activities, functioning properly with respect to the Year 2000 Issue before June 30, 1999. Each operating subsidiary is in a different stage of Year 2000 readiness. Project Generally each subsidiary's Year 2000 program is divided into three major sections - internal business software and hardware, internal non-financial software and embedded chip technology and external compliance by customers and suppliers. The general phases common to all sections are: (1) inventorying Year 2000 items; (2) assessing the Year 2000 compliance of identified items; (3) repairing or replacing material items that are determined not to be Year 2000 compliant; (4) testing material items; and (5) designing and implementing contingency and business continuation plans for each organization and company location. The internal business software and hardware section of the Company's Year 2000 plans vary by operating subsidiary and include either the conversion or reprogramming of applications software that is not Year 2000 compliant, the inclusion of acquired companies on the Company's existing Enterprise Resource Planning System (ERP System) or, where available from the supplier, the upgrading of such software to a Year 2000 compliant version. The Company estimates that this phase is on schedule to be completed by June 1999. 15 18 ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 The testing phase of this section, scheduled for completion by June 1999, is ongoing. The Company does not currently have contingency plans in place for its internal business software and hardware. Such contingency plans will be developed in the second quarter of 1999 should the current implementation plans fall behind schedule. The total cost associated with required modifications to the Company's internal business software and hardware to become Year 2000 compliant is not expected to be material to the Company's financial position. The estimated total cost of the Year 2000 program is approximately $935,000. The total amount expended on the program through March 31, 1999, was $610,000, of which approximately $180,000 related to the cost of software modification and approximately $430,000 related to the cost of upgrading existing software to Year 2000 compliant versions. The estimated future cost of completing the Year 2000 program is estimated to be approximately $155,000 for reprogramming of applications software and approximately $170,000 related to the cost of including acquired companies on existing ERP Systems. Funds for the program are provided from existing operating budgets for all items and are included in operating expenses as incurred. The Company has completed all phases of its Year 2000 plan related to non-financial software, embedded chip technology, and its non-financial systems such as manufacturing equipment, security equipment, etc. Few of these systems have been identified as not being in compliance. Accordingly, the cost of achieving Year 2000 compliance for these systems was minimal. The Company has identified and contacted its critical suppliers, service providers and contractors to determine the extent to which the Company's interface systems are vulnerable to those third parties' failure to remedy their own Year 2000 issues. Each of the suppliers contacted have indicated that they are currently undergoing or have completed programs related to the Year 2000 problem within their organizations. Due to the satisfactory responses with its critical suppliers, the Company does not intend to change suppliers, service providers or contractors. The Company has not independently verified the status of its critical suppliers', service providers' and contractors' Year 2000 readiness. Many of the Company's customers are large OEMs which are preparing for the Year 2000 Issue and it is believed that they will be compliant by the Year 2000. However, the Company does not currently have any formal information concerning the Year 2000 compliance status of its customers, particularly in the aftermarket, but has received indications that most of its customers are working on Year 2000 compliance. Risks The failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, certain normal business activities or operations. Such failures could materially and adversely affect the Company's results of operations, liquidity and financial condition. Due to the general uncertainty inherent in the Year 2000 problem, resulting in large part from the uncertainty of the Year 2000 readiness of third-party suppliers and customers, the Company is unable to determine at this time whether the consequences of Year 2000 failures will have a material impact on its results of operations, liquidity or financial condition. The Year 2000 program is expected to significantly reduce the Company's level of uncertainty about the Year 2000 problem and, in particular, about the Year 2000 compliance and readiness of its material customers and suppliers. The Company believes that, with the implementation of new business systems and completion of the program as scheduled, the possibility of significant interruptions of normal operations should be reduced. NEW ACCOUNTING PRONOUNCEMENTS In March 1998, the American Institute of Certified Public Accountants ("AICPA") issued SOP 98-1, "Accounting For the Costs of Computer Software Developed For or Obtained For Internal Use" ("SOP 98-1"). SOP 98-1 was effective for the Company beginning on January 1, 1999. SOP 98-1 requires the capitalization of certain costs incurred after the date of adoption in connection with developing or obtaining software for internal use. This statement has been applied prospectively, however, the impact of this new standard has not had a significant effect on the Company's financial position or results of operations. In April 1998, the AICPA issued Statement of Position ("SOP 98-5"), "Reporting the Costs of Start-up Activities" (SOP 98-5). SOP 98-5 was effective beginning on January 1,1999, and required that start-up costs capitalized prior to January 1, 1999 be written off and any future start-up costs to be expensed as incurred. The Company has adopted the standard established by SOP 98-5 and there has been no impact on the Company's earnings or financial position. 16 19 ADVANCED ACCESSORY SYSTEMS, LLC MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("FAS 133"). The statement is effective for fiscal years beginning after June 15, 1999. The Company plans to adopt this statement at the beginning of fiscal 2000. The Company is completing an analysis of FAS 133 which is not expected to have a material impact on the Company's results of operations. Item 3. Quantitative and Qualitative Disclosures About Market Risk Not Applicable 17 20 ADVANCED ACCESSORY SYSTEMS, LLC PART II. OTHER INFORMATION AND SIGNATURE Item 1. Legal Proceedings See "Note 2" of the Company's "Notes to Consolidated Condensed Financial Statements" Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security-holders None Items 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits EXHIBIT NUMBER DESCRIPTION -------------- ----------- 27 Financial Data Schedule (b) Reports on Form 8-K On April 22, 1999, the Company filed a report on Form 8-K to announce the appointment of Terence C. Seikel and Richard E. Borghi to the Board of Managers and as President and Chief Executive Officer of the Company and President of SportRack, respectively. Also announced was the termination of Marshall D. Gladchun, as President and Chief Executive Officer of the Company and Board Member. 18 21 ADVANCED ACCESSORY SYSTEMS, LLC SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ADVANCED ACCESSORY SYSTEMS, LLC (Registrant) Date: May 14, 1999 /s/ TERENCE C. SEIKEL ------------------------------------- Terence C. Seikel President - Chief Executive Officer (chief accounting officer and authorized signatory) 19 22 Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 27 Financial Data Schedule EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1999 JAN-01-1999 MAR-31-1999 7,710 0 54,714 3,104 41,127 106,305 59,305 19,341 261,548 63,201 185,570 0 0 0 12,197 261,548 78,035 78,035 56,241 70,427 10,419 338 4,446 2,811 (978) (1,833) 0 0 0 (1,833) 0 0
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