-----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, IkxTWFRLKaks3GQTXdjyBcVLds9FKHY1PSuIOXkMQncFjWqpsIpyclagdhSJ513l ieXVjAybR6cAMEiCWK/zww== 0000905729-99-000210.txt : 19991117 0000905729-99-000210.hdr.sgml : 19991117 ACCESSION NUMBER: 0000905729-99-000210 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HASTINGS MANUFACTURING CO CENTRAL INDEX KEY: 0000046109 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 380633740 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-03574 FILM NUMBER: 99753709 BUSINESS ADDRESS: STREET 1: 325 N HANOVER ST CITY: HASTINGS STATE: MI ZIP: 49058 BUSINESS PHONE: 6169452491 MAIL ADDRESS: STREET 1: 325 NORTH HANOVER STREET STREET 2: 325 NORTH HANOVER STREET CITY: HASTINGS STATE: MI ZIP: 49058 10-Q 1 Hastings Manufacturing FORM10-Q 3rd Quarter 1999

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 Quarter Ended

Commission File Number

 

 

September 30, 1999

1-3574



HASTINGS MANUFACTURING COMPANY


(Exact name of registrant as specified in its charter)


Michigan

38-0633740

(State or other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

   

325 North Hanover Street
Hastings, Michigan

 
49058

(Address of Principal Executive Offices)

(Zip Code)


Registrant's telephone number, including area code: 616-945-2491


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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


Class

Outstanding at
October 21, 1999

   

Common stock, $2 par value

789,526 shares




Hastings Manufacturing Company and Subsidiaries

Contents

===============================================


PART I - FINANCIAL INFORMATION

 

 

 

 

 

Page

 

Item 1 - Financial Statements:

 

 

 

 

Report on Review by Independent Certified Public

 

 

 

 

Accountants

3

 

 

 

Condensed Consolidated Balance Sheets -

 

 

 

 

September 30, 1999 and December 31, 1998

4-5

 

 

 

Condensed Consolidated Statements of Income -

 

 

 

 

Three Months and Nine Months Ended

 

 

 

 

September 30, 1999 and 1998

6

 

 

 

Condensed Consolidated Statements of Cash Flows -

 

 

 

 

Nine Months Ended September 30, 1999 and 1998

7

 

 

 

Notes to Condensed Consolidated Financial

 

 

 

 

Statements

8-9

 

 

 

Review by Independent Certified Public Accountants

10

 

 

Item 2 - Management's Discussion and Analysis of

 

 

 

 

Financial Condition and Results of

 

 

 

 

Operations

11-18

 

 

Item 3 - Quantitative and Qualitative Disclosures

 

 

 

 

About Market Risk

19

 

PART II - OTHER INFORMATION

 

 

 

Item 6 - Exhibits and Reports on Form 8-K

20











2


Report on Review by Independent Certified Public Accountants


Board of Directors
Hastings Manufacturing Company
Hastings, Michigan

We have reviewed the accompanying condensed consolidated balance sheets of Hastings Manufacturing Company and subsidiaries as of September 30, 1999, and the related condensed consolidated statements of income for the three-month and nine-month periods ended September 30, 1999 and 1998, and cash flows for the nine-month periods ended September 30, 1999 and 1998, included in the accompanying Securities and Exchange Commission Form 10-Q for the period ended September 30, 1999. These condensed consolidated financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements for them to be in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet as of December 31, 1998, and the related consolidated statements of income, stockholders' equity and cash flows for the year then ended (not presented herein). In our report dated February 26, 1999, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 1998, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.


/s/BDO Seidman, LLP

BDO Seidman, LLP
Grand Rapids, Michigan
October 21, 1999













3


PART I - FINANCIAL INFORMATION

Hastings Manufacturing Company and Subsidiaries

Condensed Consolidated Balance Sheets
=============================================

Item 1. Financial Statements

 

 

 

September 30,

 

December 31,

Assets

1999


 

1998


 

Current Assets

 

 

 

 

Cash

$        90,909

 

$      635,773

 

Accounts receivable, less allowance

 

 

 

 

 

for possible losses of $275,000

 

 

 

 

 

and $210,000

5,024,167

 

5,489,165

 

Inventories:

 

 

 

 

 

Finished products

9,058,291

 

8,317,084

 

 

Work in process

490,512

 

660,534

 

 

Raw materials

1,526,683

 

1,620,604

 

Prepaid expenses and other assets

111,065

 

75,655

 

Future income tax benefits

2,215,856


 

2,395,856


 

Total Current Assets

18,517,483


 

19,194,671


 

 

 

 

 

 

Property and Equipment

 

 

 

 

Land and improvements

650,316

 

635,692

 

Buildings

5,352,755

 

5,275,207

 

Machinery and equipment

20,342,863


 

19,503,267


 

 

 

 

26,345,934

 

25,414,166

 

Less accumulated depreciation

17,559,240


 

16,411,078


 

Net Property and Equipment

8,786,694


 

9,003,088


 

Prepaid Pension Asset

2,437,980

 

2,675,688

 

Intangible Pension Asset

564,949

 

564,949

 

Future Income Tax Benefits

4,711,708

 

4,719,637

 

Other Assets

9,121


 

30,467


 

 

 

 

$35,027,935


 

$36,188,500







4


Hastings Manufacturing Company and Subsidiaries

Condensed Consolidated Balance Sheets
=============================================


 

 

 

 

September 30,

 

December 31,

 

Liabilities and Stockholders' Equity

1999


 

1998


 

 

Current Liabilities

 

 

 

 

 

Notes payable to banks

$  3,400,000

 

$  2,300,000

 

 

Accounts payable

1,167,068

 

1,536,612

 

 

Accruals:

 

 

 

 

 

 

Compensation

376,271

 

600,599

 

 

 

Income taxes

-

 

41,294

 

 

 

Taxes other than income

135,441

 

152,932

 

 

 

Miscellaneous

66,114

 

300,780

 

 

Current portion of postretirement

 

 

 

 

 

 

benefit obligation

1,044,175

 

1,044,175

 

 

Current maturities of

 

 

 

 

 

 

long-term debt

1,320,000


 

1,320,000


 

 

Total Current Liabilities

7,509,069

 

7,296,392

 

 

Long-Term Debt,

 

 

 

 

 

less current maturities

3,630,000

 

4,620,000

 

 

Pension and Deferred Compensation

 

 

 

 

 

Obligations, less current portion

2,581,772

 

2,604,111

 

 

Postretirement Benefit Obligation,

 

 

 

 

 

less current portion

13,964,401


 

14,650,755


 

 

Total Liabilities

27,685,242


 

29,171,258


 

 

Contingency (Note 4)

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

Preferred stock, $2 par value,

 

 

 

 

 

 

authorized and unissued

 

 

 

 

 

 

500,000 shares

-

 

-

 

 

Common stock, $2 par value,

 

 

 

 

 

 

1,750,000 shares authorized;

 

 

 

 

 

 

789,526 shares issued

 

 

 

 

 

 

and outstanding

1,579,052

 

1,579,052

 

 

Additional paid-in capital

338,272

 

338,272

 

 

Retained earnings

7,447,704

 

7,273,410

 

 

Accumulated other comprehensive

 

 

 

 

 

 

income (Note 3):

 

 

 

 

 

 

Cumulative foreign currency

 

 

 

 

 

 

 

translation adjustment

(829,916

)

(981,073

)

 

 

Pension liability adjustment

(1,192,419


)

(1,192,419


)

 

Total Stockholders' Equity

7,342,693


 

7,017,242


 

 

 

$35,027,935


 

$36,188,500


 


See accompanying independent accountants' review report and notes to condensed consolidated financial statements.





5


Hastings Manufacturing Company and Subsidiaries

Condensed Consolidated Statements of Income
=================================================


 

Three months ended

 

Nine months ended

 

September 30,

1999

 

1998

 

1999

 

1998

 

 

Net Sales

$8,977,347

 

$9,255,806

 

$27,674,644

 

$29,829,994

 

Cost of Sales

6,605,965


 

6,503,789


 

20,074,448


 

20,538,990


 

 

Gross profit

2,371,382


 

2,752,017


 

7,600,196


 

9,291,004


 

 

Operating Expenses

 

Advertising

44,726

 

50,234

 

199,333

 

240,288

 

 

Selling

712,926

 

717,858

 

2,231,499

 

2,311,676

 

 

General and administrative

1,361,764


 

1,417,429


 

4,146,876


 

4,365,661


 

 

 

2,119,416


 

2,185,521


 

6,577,708


 

6,917,625


 

 

Operating income

251,966


 

566,496


 

1,022,488


 

2,373,379


 

 

Other Expense (Income)

 

Interest expense

149,635

 

114,223

 

450,427

 

336,793

 

 

Interest income

-

 

(16,205

)

-

 

(35,982

)

 

Other, net

(1,234


)

(5,060


)

(42,719


)

(5,261


)

 

 

148,401


 

92,958


 

407,708


 

295,550


 

 

Income before income tax expense

103,565

 

473,538

 

614,780

 

2,077,829

 

 

Income Tax Expense

41,000


 

218,000


 

251,000


 

879,000


 

 

Net Income

$      62,565


 

$    255,538


 

$    363,780


 

$  1,198,829


 

 

Basic and Diluted Net Income

 

 

 

 

 

 

 

 

 

Per Share of Common Stock

 

 

 

 

 

 

 

 

 

(Note 2)

$.08

 

$.33

 

$.47

 

$1.55

 

 

Dividends Per Share of

 

 

 

 

 

 

 

 

 

Common Stock

$.08

 

$.08

 

$.24

 

$.235

 


See accompanying independent accountants' review report and notes to condensed consolidated financial statements.





6


Hastings Manufacturing Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows
=================================================

Nine months ended September 30,

1999


 

1998


 

 

Operating Activities

 

Net income

$    363,780

 

$1,198,829

 

 

Adjustments to reconcile net

 

 

income to net cash from (for)

 

 

operating activities:

 

 

Depreciation 

1,099,593

 

1,135,743

 

 

 

Deferred income taxes

180,000

 

748,000

 

 

 

Gain on sale of property

 

 

 

and equipment

(42,300

)

(1,980

)

 

 

Change in postretirement

 

 

 

benefit obligation

(686,354

)

(557,670

)

 

 

Changes in operating

 

 

 

assets and liabilities:

 

 

 

Accounts receivable

493,742

 

(1,003,629

)

 

 

 

Inventories

(402,006

)

(1,049,819

)

 

 

 

Prepaid expenses and other

 

 

 

 

current assets

(35,273

)

(1,299

)

 

 

 

Other assets

259,054

)

(2,637,259

)

 

 

 

Accounts payable and accruals

(921,989


)

(77,003


)

 

Net cash from (for) operating activities

308,247


 

(2,246,087


)

 

Investing Activities

 

Capital expenditures

(823,408

)

(1,010,120

)

 

Proceeds from sale of property

 

 

and equipment

42,300

 

17,972

 

 

Release of filter sale escrow funds

-


 

958,517


 

 

Net cash for investing activities 

(781,108


)

(33,631


)

 

Financing Activities

 

Proceeds from issuance of notes

 

 

payable to banks

6,300,000

 

6,000,000

 

 

Principal payments on notes

 

 

payable to banks

(5,200,000

)

(8,300,000

)

 

Proceeds from issuance of long-term

 

 

debt to banks

-

 

6,600,000

 

 

Principal payments on long-term debt

(990,000

)

(2,028,125

)

 

Dividends paid 

(189,486


)

(184,223


)

 

Net cash from (for) financing activities

(79,486


)

2,087,652


 

 

Effect of Exchange Rate Changes on Cash

7,483


 

(26,252


)

 

Net Decrease in Cash

(544,864

)

(218,318

)

 

Cash, beginning of period 

635,773


 

558,172


 

 

Cash, end of period

$      90,909


 

$    339,854


 

 

Supplemental Cash Flow Information

 

Cash paid during the period for:

 

 

Interest

$    469,714

 

$    372,709

 

 

 

Income taxes, net of refunds

101,585

 

5,749

 


See accompanying independent accountants' review report and notes to condensed consolidated financial statements.




7


Hastings Manufacturing Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements
=====================================================

Note 1

In the opinion of the management of Hastings Manufacturing Company and subsidiaries (the "Company"), the accompanying unaudited condensed consolidated financial statements include all normal recurring adjustments considered necessary to present fairly the financial position as of September 30, 1999, and the results of operations for the three months and nine months ended September 30, 1999 and 1998, and cash flows for the nine months ended September 30, 1999 and 1998.

 
 

The results of operations for the nine months ended September 30, 1999 are not necessarily indicative of the expected results for all of 1999.

 
 

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances, transactions and stockholdings have been eliminated .

 
 

The accompanying consolidated financial statements are condensed and do not contain all of the information and footnote disclosures required by generally accepted accounting principles in a complete set of financial statements.

 

Note 2

A reconciliation of the numerators and denominators used in the "basic" and "diluted" earnings per share (EPS) calculations follows:


 

Three months ended

 

Nine months ended

 

September 30,

1999

 

1998

 

1999

 

1998

 
 

Numerator:

 

Net income used

   

for both basic

   

and diluted

   

EPS calculation 

$  62,565


 

$255,538


 

$363,780


 

$1,198,829


 
 

Denominator:

 

Weighted average shares

   

outstanding for the

   

period - used for

   

basic EPS calculation

775,046

 

771,496

 

775,046

 

771,496

 

Dilutive effect of stock

   

options and contingently

   

issuable shares

-


 

836


 

-


 

1,066


 

Weighted average shares

   

outstanding for the

   

period - used for

   

diluted EPS

   

calculation

775,046


 

772,332


 

775,046


 

772,562





8


Note 3

Comprehensive income and its components consist of the following:


 

Three months ended

 

Nine months ended

 
 

September 30,

1999

 

1998

 

1999

 

1998

 
 
 

Net income

$  62,565

 

$255,538

 

$363,780

 

$1,198,829

 
 

Other comprehensive income,

               
   

net of tax:

               
   

Foreign currency

               
     

translation

               
     

adjustments

(2,160


)

(124,376


)

151,157


 

(214,337


)

   

Minimum pension

               
     

liability adjustment

-


 

-


 

-


 

-


 
 
 

Other comprehensive income

(2,160


)

(124,376


)

151,157


 

(214,337


)

 
 

Comprehensive income

$  60,405


 

$131,162


 

$514,937


 

$    984,492


 
 
 

Accumulated comprehensive income totaled $2,022,335 and $2,173,492 at September 30, 1999 and December 31, 1998, respectively.


Note 4

As disclosed in Note 9 to the Company's consolidated financial statements included in its 1998 Annual Report on Form 10-K, in April 1997, the Company announced the amendment of its postretirement health benefit plans, principally to adjust the cost-sharing provisions. In early 1998, the Company received a letter from legal representatives of its bargaining unit retirees requesting a meeting with Company management and legal counsel to discuss the Company's legal obligations to provide the postretirement benefits at the pre-amendment level. Discussion of this issue by the two parties culminated in a proposal by the Company in February, 1999. This proposal would have resulted in additional contributions by the Company to the retirees' premium stipend, and, thus, reduced premium payments for the retirees. This offer was rejected in September, 1999, and a counter proposal was offered by retiree counsel. This counter proposal requests a return to prior benefits and the elimination of premium cost-sharing. Management is currently analyzing the proposal with its benefit advisors and its actuarial firm to determine the possible implementation of this proposal and its financial effects on the Company. While not known at this time, it is anticipated that this proposal, if implemented, would have a material adverse effect on both future results of operations of the Company and its future cash flow. It is expected that this matter will either be resolved in the next six to twelve months, or will proceed to litigation, which management intends to defend vigorously.



















9


Hastings Manufacturing Company and Subsidiaries

Review by Independent Certified Public Accountants
=====================================================



The September 30, 1999 and 1998 condensed consolidated financial statements included in Quarterly Report on Form 10-Q have been reviewed by BDO Seidman, LLP, Independent Certified Public Accountants, in accordance with established professional standards and procedures for such a review.































10


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations


RESULTS OF OPERATIONS

NET SALES

1999 Compared to 1998

Net sales in the third quarter of 1999 decreased $278,459, or 3.0%, from $9,255,806 in the third quarter of 1998 to $8,977,347. Net sales for the first nine months of 1999 decreased $2,155,350, or 7.2%, from $29,829,994 in the first nine months of 1998 to $27,674,644. The overall net sales decrease narrowed in the third quarter of 1999 due to slight increases for the quarter in the domestic piston ring aftermarket and private brand and original equipment areas. For the first nine months of 1999, there was only a slight decline in the domestic piston ring aftermarket in comparison to the first nine months of 1998, with relatively flat volume observed in the private brand and original equipment area for that same time period. The Company's net sales decline for the first nine months of 1999, therefore, reflects a decline in the Company's export volume. The export volume continues to be negatively affected by specific political and economic factors in the foreign countries where the Company conducts business, combined with the effects of realigning the distribution channel within one of the Company's major foreign markets.

1998 Compared to 1997

Net sales in the third quarter of 1998 increased $417,142, or 4.7%, from the third quarter of 1997. Net sales for the first nine months of 1998 increased $2,636,941, or 9.7%, from the first nine months of 1997. While the third quarter of 1998 showed slower growth, the net sales for the first nine months reflected increases in piston ring sales volume within all areas of the business: domestic aftermarket, private brand and export. The growth in the domestic aftermarket reflected the 1998 success of the Company's increased focus in this aspect of the piston ring market. The growth in the private brand area resulted from increased volume to several major customers. The increase in the export volume was the result of the 1998 development and growth of the Company's direct export efforts, as detailed in previous reports.

COST OF SALES AND GROSS PROFIT

1999 Compared to 1998

Cost of sales in the third quarter of 1999 increased $102,176, or 1.6%, from the third quarter of 1998. For the first nine months of 1999, cost of sales decreased $464,542, or 2.3%, from the first nine months of 1998. The gross profit margin on net sales declined for the third quarter of 1999, from 29.7% for the third quarter of 1998, to 26.4%. For the first nine months of 1999, the gross profit margin on net sales also declined, from 31.1% in the first nine months of 1998, to 27.5%. The cost of sales increase in the third quarter of 1999, and the related decrease in gross profit margin, resulted from several factors. First, the 1998 third quarter cost of sales and gross profit margin were positively affected by slightly lower raw material costs which were the result of favorable pricing received from suppliers based on the volume of raw materials purchased during the quarter. Secondly, the 1999 third quarter cost of sales and gross profit margin were


11


negatively impacted by higher product costs associated with the purchase of certain components from an external source. This purchase was necessary in order to maintain the Company's improved order fill performance to its customers. The necessity to purchase these components resulted from the temporary production issue discussed below and in the Company's two previous Quarterly Reports on Form 10-Q. This production issue has also had a significant effect on the 1999 cost of sales and gross profit margins noted above. As previously reported in the Company's Forms 10-Q, the first quarter of 1999 was negatively impacted by non-recurring costs associated with the conversion and start-up of various production processes. As a result of this conversion, production levels were not at their anticipated levels for the first quarter of 1999. In order to cover first quarter production deficiencies and further improve production levels, additional labor and overhead costs were incurred throughout the second quarter and into the beginning of the third quarter of 1999. These additional costs were necessary in order to raise production levels up to the point where order fill performance could be, and was, further improved in the second and third quarters. In addition, due to the tight labor market in the local area, the Company experienced unplanned employee turnover during the first three quarters of 1999, which has contributed to the production efficiency issue. Having addressed the production concerns from earlier in the year, the Company is now aggressively addressing the further concerns associated with its conversion to cellular manufacturing methods and the concurrent development within the workforce. Cellular manufacturing refers to a discipline of arranging the workflow in such a manner as to minimize or eliminate any waste of materials or labor. With production now at the level necessary to provide acceptable order fill to its customers, the Company does not expect to incur significant costs in the future in order to maintain these production and order fill levels. The Company intends to further elevate its production capabilities as it continues the implementation of cellular manufacturing methods and as it integrates the changes necessary to support and sustain an efficient workforce.

1998 Compared to 1997

Cost of sales in the third quarter of 1998 increased $513,479, or 8.6%, from the third quarter of 1997. For the first nine months of 1998, cost of sales increased $2,019,883, or 10.9%, from the first nine months of 1997. The increased cost of sales reflected the corresponding increase in net sales. The gross profit margin on net sales decreased for the third quarter of 1998, from 32.2% in the third quarter of 1997, to 29.7%. For the first nine months of 1998, gross margins also decreased, from 31.9% for the first nine months of 1997, to 31.1%. The decreases in the gross profit margins for both periods noted were the result of a sales mix change. The Company maintained a significant increase in export piston ring activity throughout 1998. The export piston ring sales market has traditionally generated a lower gross profit margin than domestic sales, due to the higher level of operating expenses that are required to service the export sales volume. This item, when combined with a lower relative increase in domestic aftermarket piston ring sales and a slight reduction in private brand sales during the third quarter of 1998, resulted in decreased gross profit margins for both the third quarter and nine-month periods in 1998. In addition, during the third quarter of 1998, there was an increase in certain product-driven distribution and support operating costs that are included in cost of sales. This too had the effect of reducing the gross profit margins for the third quarter and nine months ending September 30, 1998, in comparison to the same periods in 1997.



12


OPERATING EXPENSES

1999 Compared to 1998

Total operating expenses for the third quarter of 1999 decreased $66,105, or 3.0%, from the third quarter of 1998. For the first nine months of 1999, total operating expenses decreased $339,917, or 4.9%, from the first nine months of 1998. Advertising costs for the third quarter of 1999 decreased $5,508, or 11.0%, from the third quarter of 1998. For the first nine months of 1999, advertising costs decreased $40,955, or 17.0%, from the first nine months of 1998. These decreases reflect a reduction in advertising support costs in 1999, combined with the inclusion, in 1998, of a biannual customer service tips manual. Selling costs for the third quarter of 1999 decreased $4,932, or 0.7%, from the third quarter of 1998. Selling costs for the first nine months of 1999 decreased $80,177, or 3.5%, from the first nine months of 1998. These decreases reflect a decrease in various volume-driven selling support costs, partially offset by a slight increase in salesmen's travel and sales promotion costs. General and administrative costs for the third quarter decreased $55,665, or 3.9%, from the third quarter of 1998. For the first nine months of 1999, general and administrative costs decreased $218,785, or 5.0%, from the first nine months of 1998. These decreases reflect the inclusion in 1998 of approximately $50,000 of severance costs related to staffing reductions, combined with a reduction, in 1999, of certain personnel support costs.

1998 Compared to 1997

Total operating expenses for the third quarter of 1998 decreased $140,363, or 6.0%, from the third quarter of 1997. For the first nine months of 1998 total operating expenses decreased $73,042, or 1.0%, from the first nine months of 1997. Advertising costs for the third quarter of 1998 declined $57,109, or 53.2%, from the third quarter of 1997. This decrease reflected the absorption of biannual product catalog expenses in 1997, combined with a decrease in cooperative advertising costs during the third quarter of 1998. Advertising costs for the first nine months of 1998 decreased $66,197, or 21.6%, from the same period in 1997, reflecting the effects of the aforementioned items. Selling expenses for the third quarter of 1998 decreased $31,447, or 4.2%, from the third quarter of 1997. This decrease was primarily the result of reductions in various sales personnel expenses. Selling costs for the first nine months of 1998 increased $29,474, or 1.3%, from the same period in 1997. This was primarily due to an increase in volume-driven agency commissions, combined with a slight increase in sales promotion expense. General and administrative costs for the third quarter of 1998 decreased $51,807, or 3.5%, from the third quarter of 1997. This decrease reflects the inclusion, in 1997, of costs associated with the completion of the restructuring of the Company's Canadian subsidiary, combined with a decrease in various salaried personnel costs during the third quarter of 1998. General and administrative costs for the first nine months of 1998 decreased $36,319, or 0.8%, from the same period in 1997. This decrease reflects the inclusion of the aforementioned 1997 restructuring costs, combined with cost savings that were attained in 1998 as a result of the amendment to the postretirement benefit plan in the second quarter of 1997. These reductions were offset in part by slight increases in various salaried personnel expenses and in the accounts receivable allowance for possible losses.



13


OTHER EXPENSES

1999 Compared to 1998

Other expenses netted to $148,401 for the third quarter of 1999, compared to a net expense of $92,958 for the third quarter of 1998. For the first nine months of 1999, these expenses netted to $407,708, compared to net expense of $295,550 for the first nine months of 1998. These increases reflect a higher interest expense on the Company's long-term debt associated with the restructuring of its debt obligations in late August of 1998, as detailed in the Company's previous reports. The other net expense for the first nine months of 1999 also reflects the gain on sale of obsolete plant equipment.

1998 Compared to 1997

Other expenses netted to $92,958 for the third quarter of 1998, compared to $137,121 for the third quarter of 1997. For the first nine months of 1998, these expenses netted to $295,550, compared to a net expense of $367,089 for the first nine months of 1997. Interest costs declined, reflecting the normal amortization of the Company's long-term debt obligations, offset slightly by an increase in the interest expense associated with increased short-term borrowings. The increase in short-term borrowings reflects the increased working capital requirements that were driven by the net sales increase. As previously noted, the Company restructured its debt obligations in late August of 1998. The debt restructuring had a minimal effect on the interest expense amounts noted for both the third quarter and nine-month periods of 1998. The interest income totals reflect the income derived from the funds generated by the filter operations sale that were held in escrow through September of 1998.

TAXES ON INCOME

The 1999 and 1998 effective tax rates of 40.8% and 42.3%, respectively, are higher than the domestic statutory rate due primarily to the impact of various state income taxes and the impact of a higher statutory rate applicable to the earnings of the Company's Canadian subsidiary. The 1998 rate was also affected by an adjustment arising from the filing of a prior year's amended tax return.

As of September 30, 1999, the Company recorded net deferred income tax assets of $6,927,564. The major components of those assets are the tax effects of the net operating loss carryforwards and accrued retirement and postretirement benefit obligations. The realization of this recorded benefit is dependent upon the generation of future taxable income. Management believes it is more likely than not that adequate levels of future taxable income will be generated to absorb the net operating loss carryforwards, the deductible amounts related to the retirement and postretirement benefit obligations and the remaining net deductible temporary differences.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary cash requirements continue to be for operating expenses such as labor costs and raw materials, and for funding capital expenditures and long-term debt service. Historically, the Company's primary sources of cash have been from operations and from bank


14


borrowings to fund its growth and operating needs. Total short-term lines available to the Company as of September 30, 1999 totaled $5,200,000, of which $1,800,000 was unused.

During the first nine months of 1999, the Company generated $308,247 of net cash from operating activities. The realized net income and depreciation, combined with decreases in accounts receivable, other assets and deferred income taxes, were partially offset by an increase in inventories and decreases in accounts payable and accruals and the postretirement benefit obligation. The decrease in accounts receivable reflects the timing of customer sales and related payment terms associated with those sales. The decrease in other assets is due to the reduction of the prepaid pension asset through the recognition of the expected pension expense for 1999. The decrease in the net deferred income tax asset is the result of the partial utilization of the tax net operating loss carryforward based on earnings for the first nine months of the year. The increase in inventories reflects the Company's efforts toward having sufficient product on hand in order to maintain adequate order fill for its customers. The decrease in accounts payable and accruals reflects the payment of several large accruals in the first nine months of 1999 related to compensation, workers' compensation insurance and general accounts payable. The investing activities for the first nine months of 1999 reflect a decreased requirement for new capital equipment, as the Company begins to finalize its transition into a cellular manufacturing environment. The third quarter capital expenditures increased $312,412 from the first half of the year, reflecting the investment in several pieces of plant equipment that are necessary to support a cellular manufacturing environment. The 1998 investing activities also reflect the proceeds from the sale of obsolete plant equipment. The financing activities for the first nine months of 1999 reflect the working capital requirements that were primarily needed to fund the operating activity items noted above. The financing activities also reflect the amortization of the Company's long-term debt obligation that resulted from the adoption of a new long-term debt agreement with the Company's primary lender in late August of 1998. The details of that agreement have been disclosed in certain of the Company's prior reports.

During the first nine months of 1998, the Company used $2,246,087 of net cash for operating activities. The realized net income, depreciation, and decreases in deferred income taxes were offset by increases in accounts receivable, inventories and other assets, and a decrease in the periodic postretirement benefit obligation. The decline in the deferred income tax asset was the result of the partial utilization of the tax net operating loss carryforward. The increased accounts receivable and inventories reflect the additional working capital requirements that were necessary to support the higher sales level. The increase in other assets primarily reflect the prepaid pension asset of $2,675,688 that was generated when the Company funded the defined benefit plans to specified limits. As such, it did not have a direct effect on operations during the first nine months of 1998. Excluding this item, net cash generated from operating activities amounted to $429,601. The investing activities for the first nine months of 1998 reflect a slight decrease in capital expenditures from $1,300,416 in the first nine months of 1997, to $1,010,120. Investing activities also reflect the September 1998 release of escrow funds relating to the 1995 sale of the Company's filter operations. These funds were subsequently used to reduce short-term notes payable. Financing activities for the first nine months of 1998 reflect the increased reliance on short-term borrowings to help satisfy increased working capital needs. Financing activities also reflect the proceeds from the new long-term debt agreement, and the subsequent utilization of those proceeds to pay down short-term and long-term debt.


15


As noted throughout the above discussion, the Company has experienced several events during the first nine months of 1999 that have negatively affected its cash flow. The decline in net sales and the resulting decline in net income are viewed as temporary in nature, and the Company expects this trend to reverse itself during the fourth quarter of this year. The production issues described above are considered to be non-recurring in nature. As a result, the Company anticipates that results of operations (which should be subject to minimal current cash outflows for U.S income taxes due to utilization of the net operating loss carryforwards), in combination with the balancing of available short-term lines of credit with its operations, will generate cash flows sufficient to fund the Company's working capital, capital outlays and dividend needs through the remainder of 1999.

As explained more fully in Note 4 to the financial statements included in this Quarterly Report on Form 10-Q, the Company currently is in discussions with legal counsel for its retired union workers over cost-sharing of healthcare benefits.

SUBSEQUENT EVENT

On October 4, 1999, the Company entered into a Joint Venture Agreement with Intraco Corporation. Pursuant to the Joint Venture Agreement, the parties formed a new limited liability company, Casite Intraco, L.L.C., the primary business of which is to be the development, marketing and global distribution of automotive related additives under the existing Casite tradename. A copy of the Joint Venture Agreement was attached to the Company's Form 8-K filed on October 7, 1999. The Company expects that this Joint Venture will have a nominal effect on the Company's statement of operations for the remainder of 1999.

NEW ACCOUNTING STANDARDS

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" issued in June 1998, and amended in June 1999 to delay the required implementation date, requires companies to recognize all derivatives contracts as either assets or liabilities on their balance sheets and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133, as amended, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000.

Historically, the Company has not entered into derivatives contracts for speculative purposes. The Company does periodically enter into interest rate swap and collar agreements to reduce the impact of changes in interest rates on its floating rate borrowings. However, the fair value of such derivatives are not significant. Accordingly, the Company does not expect adoption of the new standard on January 1, 2001 to materially affect its consolidated financial statements.

YEAR 2000 READINESS DISCLOSURE

The Year 2000 (Y2K) issue is the result of computer programs having been written using two digits, rather than four, to define the applicable year. Any of the Company's computers, computer


16


programs, manufacturing and administrative equipment or products that have date-sensitive software or embedded computer chips may recognize a date using "00" as the year 1900 rather than the year 2000. If any of the Company's systems that have date-sensitive software or chips use only two digits, system failures or miscalculations may result and cause disruptions of operations, including, among other things, a temporary inability to process transactions or engage in similar normal business activities.

During 1995, the Company's internal data processing personnel began an evaluation of the Company's exposure to the effects of the Y2K issue. Because the Company is a member of certain automotive supplier trade associations, awareness of the Y2K issue was both highlighted and documented beginning in early 1996. At that point, the Company established a multi-disciplined committee to coordinate the Company's efforts in addressing the Y2K impact. This committee continues to include several members of the internal Executive Committee with responsibility for full board-level reporting on this issue. Through the efforts of this committee, the Company coordinates both internal and external reviews of its Y2K exposure.

Internally, this committee evaluated the general operating systems for the Company as well as its security systems, telecommunications networks, manufacturing equipment and internal personal computer (PC) operations. Through the second half of 1996 and much of 1997, the Company utilized the services of an outside consultant, as well as its internal resources, to convert its computer system to be Y2K compliant. As of December 31, 1998, the Company's core operating system and applications, its PC operating systems and the majority of its PC applications were believed to be compliant. The remaining PC applications are expected to be compliant by late-1999, pending installation of the next software release or upgrade as needed. The Company has completed its testing of manufacturing equipment with no perceived Y2K exposure. During the second quarter of 1999 the Company coordinated live tests of its operating systems for Y2K compliance. Those tests were greatly enhanced by the availability of a full parallel hardware and software system, as the Company converted to an upgraded model of its central computer system. The upgrade was not, however, necessary for Y2K compliance. Results of those tests have been favorable with no Y2K sensitive issues encountered. Incremental costs related to the Y2K project, primarily consisting of expenses related to the consultant, approximated $120,000 through 1998 with $10,000, $80,000 and $30,000 charged to operating expenses as incurred in 1998, 1997 and 1996, respectively. No incremental costs have been incurred during 1999. Internal costs, which are not incremental in nature, have not been tracked by the Company. The Company does not expect that future costs to be incurred to complete Y2K compliance and testing procedures, which are primarily related to direct Company personnel, will be material.

With the inception of the committee in 1996, the Company began to focus externally as well. The committee identified suppliers of products and services deemed to be critical to the Company's operations as well as customers deemed to have the greatest Y2K exposure (i.e., those who use EDI communications). The Company has coordinated via surveys with these key contacts. While the Company cannot guarantee Y2K compliance by its key suppliers and customers, and in most cases will be relying on statements from outside vendors without independent verification, preliminary results indicate that these key suppliers and customers are aware of the issues and are working to assure their compliance before the year 2000. At this time, the Company is not aware of any key suppliers or customers who will not be Y2K compliant by the year 2000. The Company's next steps will be to update the solicitation of key customers, obtain more detailed information from certain key suppliers and customers and follow-up with those companies who


17


did not respond to the original surveys. Pending the completion of these procedures, and prior to year-end, the Company intends to prepare a contingency plan that will specify what exposures it still perceives and what it plans to do if it or important external companies or other entities are not Y2K compliant in a timely manner.

Assessments that the Company is or will be Y2K "compliant" or "ready" are necessarily statements of belief as to the outcome of future events, based in part on information provided by third parties that the Company has not independently verified.

FORWARD-LOOKING STATEMENTS

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that describe the Company's plans, objectives, goals, expectations or projections. These forward-looking statements are identifiable by words or phrases indicating that the Company or management "expects," "anticipates," "projects," "plans" or "believes" that a particular occurrence "may result" or "will likely result" or that a particular event "may occur" or "will likely occur" in the future, or similar statements. In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Quarterly Report on Form 10-Q, there were many important factors that could cause actual results to be materially different from the Company's current expectations.

Anticipated future sales are subject to competitive pressures from many sources. As an example, future sales could be affected by consolidation within the automotive replacement parts industry, whereby the Company could lose sales due to a competitor purchasing all of the assets of a current customer of the Company. Future sales could also be affected by current and future political and economic factors in the foreign markets where the Company conducts business.

Cost of sales and operating expenses may be adversely affected by unexpected costs associated with various issues. For example, future cost of sales could be affected by unexpected expenses related to the future maintenance of a cellular manufacturing environment. Future operating expenses could be adversely affected, for example, by such items as unexpected large claims within the Company's self-funded group health insurance plan, or bad debt expenses related to deterioration in the credit worthiness of a customer.

The Company's estimated costs and completion dates for addressing Y2K issues, as well as the estimated potential effects on the Company's business operations arising from Y2K issues, are based upon management's best estimates. These estimates were derived using numerous assumptions with respect to future events. Actual results could differ materially from those anticipated if there are greater than expected disruptions or costs experienced by the Company or its customers or suppliers in connection with Y2K, including unanticipated delays in correcting Y2K problems; the interruption of electronic or telephone communications; the interruption in banking or commercial payment systems; the failure of utilities; or other factors. Accordingly, there can be no guarantee that the Company's estimates will be achieved.

The foregoing is intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The foregoing should not be construed as an exhaustive list of all economic, competitive, governmental and technological factors that could adversely affect the Company's expected consolidated financial


18


position, results of operations or liquidity. The Company disclaims any obligation to update its forward-looking statements to reflect subsequent events or circumstances.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk


The Company is exposed to potential market risks on interest rates relating to an interest swap agreement transacted with its primary lender in connection with its long-term debt agreement. Management believes that the fluctuation in interest rates in the near future will not have a material impact on the consolidated financial statements taken as a whole. The Company does not use derivative financial instruments for trading purposes.
































19


PART II - OTHER INFORMATION


Item 6.

Exhibits and Reports on Form 8-K


(a)

 

Exhibits

 
 
   

Exhibit

 
   

Number

Document

 
   

3(a)

Amended Articles of Incorporation of Hastings Manufacturing Company, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, are here incorporated by reference.

 
   

3(b)

Bylaws of Hastings Manufacturing Company, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended March 31, 1999, are here incorporated by reference.

 
   

4(a)

NBD Bank Amended and Restated Letter Agreement for $6,600,000 Term Loan and $3,000,000 Credit Authorization to Make Revolving Credit Loans and Issue Letters of Credit dated August 28, 1998, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, is here incorporated by reference.

 
   

4(b)

First Amendment to Amended and Restated Letter Agreement, dated November 11, 1999 between Hastings Manufacturing Company and Bank One, Michigan (formerly NBD Bank).

 
   

4(c)

Restated Master Agreement dated August 10, 1998, regarding an interest rate swap transaction between Hastings Manufacturing Company and NBD Bank, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, is here incorporated by reference.

 
   

4(d)

Commercial Line of Credit Agreement and Note, dated as of January 23, 1998, between Hastings Manufacturing Company and Hastings City Bank, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, is here incorporated by reference.

 
   

4(e)

Preferred Stock Purchase Rights Plan, filed as an exhibit to Form 8-K filed with the Securities and Exchange Commission on February 15, 1996, is here incorporated by reference.

 
   

4(f)

Confirmation, dated as of March 12, 1996, regarding an interest rate collar transaction between Hastings Manufacturing Company and NBD Bank, filed as an exhibit to the Form 10-K Annual Report for the year ended December 31, 1996, is here incorporated by reference.

 
   

27

Financial Data Schedule

 



20


(b)

 

Reports on Form 8-K. No reports on Form 8-K have been filed during the quarter for which this report is filed.




21


SIGNATURES

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.

 

HASTINGS MANUFACTURING COMPANY

   
   
   

Date: November 15, 1999

/s/Monty C. Bennett


 

Monty C. Bennett

 

Its Vice-President, Employee

 

Relations, Secretary and Director

 

 

Date: November 15, 1999

/s/Thomas J. Bellgraph


 

Thomas J. Bellgraph

 

Its Vice-President, Finance

























22


EXHIBIT INDEX


Exhibit

 

Number

Document

 

3(a)

Amended Articles of Incorporation of Hastings Manufacturing Company, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, are here incorporated by reference.

 

3(b)

Bylaws of Hastings Manufacturing Company, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended March 31, 1999, are here incorporated by reference.

 

4(a)

NBD Bank Amended and Restated Letter Agreement for $6,600,000 Term Loan and $3,000,000 Credit Authorization to Make Revolving Credit Loans and Issue Letters of Credit dated August 28, 1998, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, is here incorporated by reference.

 

4(b)

First Amendment to Amended and Restated Letter Agreement, dated November 11, 1999 between Hastings Manufacturing Company and Bank One, Michigan (formerly NBD Bank).

 

4(c)

Restated Master Agreement dated August 10, 1998, regarding an interest rate swap transaction between Hastings Manufacturing Company and NBD Bank, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, is here incorporated by reference.

 

4(d)

Commercial Line of Credit Agreement and Note, dated as of January 23, 1998, between Hastings Manufacturing Company and Hastings City Bank, filed as an exhibit to the Form 10-Q Quarterly Report for the period ended September 30, 1998, is here incorporated by reference.

 

4(e)

Preferred Stock Purchase Rights Plan, filed as an exhibit to Form 8-K filed with the Securities and Exchange Commission on February 15, 1996, is here incorporated by reference.

 

4(f)

Confirmation, dated as of March 12, 1996, regarding an interest rate collar transaction between Hastings Manufacturing Company and NBD Bank, filed as an exhibit to the Form 10-K Annual Report for the year ended December 31, 1996, is here incorporated by reference.

 

27

Financial Data Schedule

EX-4 2 Hastings Manufacturing Company, Exhibit 4(b) to Form 10-Q 3rd Quarter 1999
EXHIBIT 4(b)

FIRST AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT, dated as of November 11, 1999 (this "Amendment"), is between HASTINGS MANUFACTURING COMPANY, a Michigan corporation (the "Company"), and BANK ONE, MICHIGAN, a Michigan banking corporation, formerly known as NBD Bank (the "Bank").

RECITALS

        A.         The Company and the Bank are parties to an amended and restated letter agreement dated as of August 28, 1998 (as amended, the "Letter Agreement") pursuant to which the Bank agreed, subject to the terms and conditions thereof, to extend credit to the Company in a term loan in a maximum principal amount of $6,600,000 and a $3,000,000 Credit Authorization.

        B.         The parties now desire to amend certain terms and provisions of the Letter Agreement as set forth herein.

TERMS

        In consideration of the premises and of the mutual agreements herein contained, the parties agree as follows:
 

ARTICLE I.    AMENDMENTS.    Upon fulfillment of the conditions set forth in Article III hereof, the Letter Agreement shall be amended as follows:

        1.1         Section 10(a) of the Letter Agreement shall be amended and restated as follows:

                (a)         Funded Debt Ratio. Permit or suffer the Funded Debt Ratio of the Company and its Subsidiaries to be greater than: (i) 2.80 to 1.00 at any time from and including the date hereof to December 30, 1998 or (ii) 2.50 to 1.00 from and including December 31, 1998 to December 30, 1999, or (iii) 2.75 to 1.00 from and including December 31, 1999 to March 30, 2000, or (iv) 2.50 to 1.00 from and including March 31, 2000 until September 29, 2000, or (v) 2.25 to 1.00 from and including September 30, 2000 to December 30, 2000, or (vi) 2.00 to 1.00 from and including December 31, 2000 and thereafter.

        1.2         Section 10(b) of the Letter Agreement shall be amended and restated as follows:

                (b)         Debt Service Coverage Ratio.   Permit or suffer the Debt Service Coverage Ratio of the Company and its Subsidiaries to be less than (i) 0.9 to 1.0 until March 31, 1999, (ii) 1.00 to 1.00 from and including March 31, 1999 to June 29, 2000, (iii) 1.10 to 1.00 from and including June 30, 2000 to December 30, 2000, and (iv) 1.20 to 1.00 from and including December 31, 2000 and thereafter.




        1.3         Section 10(c ) of the Letter Agreement shall be amended and restated as follows:

                (c)         Total Liabilities to Tangible Net Worth.   Permit or suffer the ratio of the consolidated Total Liabilities of the Company and its Subsidiaries to the consolidated Tangible Net Worth of the Company and its Subsidiaries to be greater than (i) 2.00 to 1.00 to and including December 30, 2000, and (ii) 1.75 to 1.00 on December 31, 2000 and thereafter.

        1.4         Section 10(i) of the Letter Agreement is modified to replace clause (ii) as follows:

                "(ii) investments in and advances to Casite Intraco LLC in an amount not to exceed $75,000, and (iii) other amounts which do not exceed, in the aggregate, $1,000,000."
 

ARTICLE II.   REPRESENTATIONS.   The Company represents and warrants to the Bank that:

        2.1         The execution, delivery and performance of this Amendment are within its powers, have been duly authorized and are not in contravention with any law, of the terms of its Articles of Incorporation or By-laws, or any material undertaking to which it is a party or by which it is bound.

        2.2         This Amendment is the legal, valid and binding obligations of the Company enforceable against it in accordance with the respective terms hereof.

        2.3         After giving effect to the amendments herein contained, the representations and warranties contained in Section 11 of the Letter Agreement are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof, provided, that, the representations and warranties contained in Section 11(f) of the Letter Agreement shall be deemed to have been made with respect to the financial statements most recently delivered pursuant to Section 9(d) of the Letter Agreement.

        2.4         Upon the effectiveness of Article IV of this Amendment, no Event of Default or event or condition which, with notice or lapse of time or both could become such an Event of Default exists or has occurred and is continuing on the date hereof.
 

ARTICLE III.   CONDITIONS OF EFFECTIVENESS.   This Amendment shall not become effective until each of the following has been satisfied:

        3.1         Copies of resolutions adopted by the Board of Directors of the Company, certified by an officer of the Company, as being true and correct and in full force and effect without amendment as of the date hereof, authorizing the Company to enter into this Amendment and any other documents or agreements executed pursuant hereto, if any, shall have been delivered to the Bank.


-2-


        3.2         This Amendment shall be signed by the Company and the Bank.

        3.3         Such other documents and agreements requested by the Bank.
 

ARTICLE IV.   WAIVER AND CONSENT.

        Subject to the satisfaction of the conditions in Article III:

        4.1         The Company has notified the Bank that circumstances exist which constitute a default under Section 10( b) of the Letter Agreement as of September 30, 1999. The Bank hereby waives the right to declare any Event of Default arising under Section 10(b) of the Letter Agreement, as a result (and solely as a result) of such default, through the period ending September 30, 1999. Such waiver shall be strictly limited to such default and such time periods and nothing herein shall be construed as a waiver of or limitation on any rights of the Bank under the Letter Agreement to declare an Event of Default and to exercise the remedies provided to the Bank thereunder in any other circumstances.

        4.2         The Company has notified the Bank that it has entered into a 50/50 Joint Venture with Intraco Corp. named "Casite Intraco LLC". The Company has also notified the Bank that it has assigned the "Casite" trade name to Casite Intraco LLC. The Bank hereby consents to the creation of Casite Intraco LLC and to the Company's assignment of the "Casite" trade name to Casite Intraco LLC. The Bank also waives the right to declare any Event of Default arising under Section 10(f), Section 10(g) and Section 10(i) of the Letter Agreement relating to the creation of Casite Intraco LLC and the assignment of the "Casite" trade name, as a result (and solely as a result) of such default. Such waiver shall be strictly limited to such default and nothing herein shall be construed as a waiver of or limitation on any rights of the Bank under the Letter Agreement to declare an Event of Default and to exercise the remedies provided to the Bank thereunder in any other circumstances.
 

ARTICLE V.   MISCELLANEOUS.

        5.1         References in the Letter Agreement to "this Agreement" and references in any note, certificate, instrument or other document to the "Letter Agreement" or "Authorization Agreement" shall be deemed to be references to the Letter Agreement as amended hereby and as further amended from time to time.

        5.2         The Company agrees to pay and to save the Bank harmless for the payment of all costs and expenses arising in connection with this Amendment, including the reasonable fees of counsel to the Bank in connection with preparing this Amendment and the related documents.

        5.3         The Company acknowledges and agrees that the Bank has fully performed all of its obligations under all documents executed in connection with the Letter Agreement and all actions taken by the Bank is reasonable and appropriate under the circumstances and within its rights under the


-3-


Letter Agreement and all other documents executed in connection therewith and otherwise available. The Company represents and warrants that it is not aware of any claims or causes of action against the Bank, or any of its successors or assigns. Notwithstanding this representation and as further consideration for the agreements and understandings herein, the Company and its heirs, successors and assigns, hereby release the Bank and its heirs, successors and assigns from any liability, claim, right or cause of action which now exists or hereafter arises, whether known or unknown, arising from or in any way related to facts in existence as of the date hereof to any agreements or transactions between the Bank and the Company or to any acts or omissions of the Bank in connection therewith or otherwise.

        5.4         Except as expressly amended hereby, the Company agrees that the Letter Agreement, the promissory note and all other documents and agreements executed by the Company in connection with the Letter Agreement in favor of the Bank are ratified and confirmed and shall remain in full force and effect and that it has no set off, counterclaim or defense with respect to any of the foregoing. Terms used but not defined herein shall have the respective meanings ascribed thereto in the Letter Agreement.

        5.5         This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan.

        5.6         This Amendment may be signed upon any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

        IN WITNESS WHEREOF, the parties signing this Amendment have caused this Amendment to be executed and delivered as of the date first above written.
 
  HASTINGS MANUFACTURING COMPANY
 

By: /s/ Thomas J. Bellgraph


     Its: Vice President-Finance
 
 

BANK ONE, MICHIGAN
 

By: Thomas A. Gamm


     Its: Managing Director
EX-27 3 ART. 5 FDS FOR 3RD QUARTER FORM 10-Q
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE HASTINGS MANUFACTURING COMPANY AND SUBSIDIARIES FORM 10- Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1999 JAN-01-1999 SEP-30-1999 90,909 0 5,024,167 275,000 11,075,486 18,517,483 26,345,934 (17,559,240) 35,027,935 7,509,069 3,630,000 1,579,052 0 0 5,763,641 35,027,935 27,674,644 27,674,644 20,074,448 20,074,448 0 181,800 450,427 614,780 251,000 363,780 0 0 0 363,780 .47 .47
-----END PRIVACY-ENHANCED MESSAGE-----