-----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, NCPskIoMWP1Wj9rN54/OdGaTSveoWFn4MxQ8d/qA76ms4tZ43KvRwNrofMjKdX7N zmRnNNPFhBygKax8Qt9EIg== 0000950124-05-003296.txt : 20050513 0000950124-05-003296.hdr.sgml : 20050513 20050513133703 ACCESSION NUMBER: 0000950124-05-003296 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050513 DATE AS OF CHANGE: 20050513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOCAM CORP/MI CENTRAL INDEX KEY: 0000879235 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382790152 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-42670 FILM NUMBER: 05827983 BUSINESS ADDRESS: STREET 1: 4070 EAST PARIS AVE CITY: KENTWOOD STATE: MI ZIP: 49512 BUSINESS PHONE: 6166980707 MAIL ADDRESS: STREET 1: 4070 EAST PARIS AVENUE SE CITY: KENTWOOD STATE: MI ZIP: 49512 10-Q 1 k95291e10vq.txt QUARTERLY REPORT FOR PERIOD ENDED 03/31/05 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- Form 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From__________ to__________ - -------------------------------------------------------------------------------- COMMISSION FILE NUMBER 333-119215 AUTOCAM CORPORATION - -------------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Michigan 38-2790152 - ----------------------------------- ------------------------------------------ (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 4436 Broadmoor Avenue Southeast Kentwood, Michigan 49512 --------------------------------------- -------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (616) 698-0707 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 12, 2005 -------------------------------- -------------------------------- COMMON STOCK, $.01 PAR VALUE 100 SHARES INDEX
PAGE NO. -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Balance Sheets as of December 31, 2004 and March 31, 2005 1 Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2004 and 2005 2 Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2005 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14 Item 3. Quantitative and Qualitative Disclosures about Market Risk 20 Item 4. Disclosure Controls and Procedures 20 PART II - OTHER INFORMATION Item 1. Legal Proceedings 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Submission of Matters to a Vote of Security Holders 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signatures 22
Exhibit 31.1 - CEO Certification Exhibit 31.2 - CFO Certification Exhibit 32.1 - CEO Certification Exhibit 32.2 - CFO Certification PART I - FINANCIAL INFORMATION Item 1. Financial Statements TITAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
DECEMBER 31, MARCH 31, 2004 2005 ------------ ------------ (successor) Amounts in thousands, except share information -------------------------------- Assets Current assets: Cash and equivalents $ 2,117 $ 770 Accounts receivable, net of allowances of $618 and $808, respectively 58,360 62,642 Inventories 36,947 37,780 Prepaid expenses and other current assets 3,485 3,244 ------------ ------------ Total current assets 100,909 104,436 Property, plant and equipment, net 177,285 170,804 Goodwill 268,039 261,133 Other long-term assets 23,199 23,734 ------------ ------------ Total Assets $ 569,432 $ 560,107 ============ ============ Liabilities and Shareholders' Equity Current liabilities: Current maturities of long-term obligations $ 12,942 $ 11,449 Accounts payable 46,688 39,207 Accrued liabilities 20,561 22,931 ------------ ------------ Total current liabilities 80,191 73,587 ------------ ------------ Long-term obligations, net of current maturities 275,839 281,481 Deferred taxes and other 48,042 46,695 Shareholders' equity: Common stock - $.01 par value; 100 shares authorized, issued and outstanding as of December 31, 2004 and March 31, 2005 Additional paid-in capital 145,112 145,112 Accumulated other comprehensive income 19,694 12,357 Retained earnings 554 875 ------------ ------------ Total shareholders' equity 165,360 158,344 ------------ ------------ Total Liabilities and Shareholders' Equity $ 569,432 $ 560,107 ============ ============
See notes to consolidated financial statements. 1 TITAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
THREE MONTHS ENDED MARCH 31, --------------------------------- 2004 2005 ------------- ----------- Amounts in thousands (predecessor) (successor) Sales $ 92,856 $ 88,787 Cost of sales 76,615 76,493 ------------- ----------- Gross profit 16,241 12,294 Selling, general and administrative expenses 5,078 5,450 ------------- ----------- Income from operations 11,163 6,844 Interest expense, net 1,989 6,015 Other expenses, net 927 756 ------------- ----------- Income before tax provision 8,247 73 Tax provision 3,382 (249) ------------- ----------- Net Income $ 4,865 $ 322 ============= =========== Statements of Comprehensive Income (Loss): Net income $ 4,865 $ 322 Other comprehensive income (loss): Foreign currency translation adjustments (687) (7,337) Amortization of interest rate agreements 68 ------------- ----------- Comprehensive Income (Loss) $ 4,246 ($ 7,015) ============= ===========
See notes to consolidated financial statements. 2 TITAN HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 31, --------------------------------- 2004 2005 ------------- ----------- Amounts in thousands (predecessor) (successor) Net cash provided by (used in) operating activities $ 8,006 ($ 3,554) Cash flows from investing activities: Expenditures for property, plant and equipment (5,861) (4,853) Equipment deposits to be refunded (2,806) (1,537) Other (15) 28 ------------- ----------- Net cash used in investing activities (8,682) (6,362) ------------- ----------- Cash flows from financing activities: Borrowings on lines of credit, net 19,405 10,651 Principal payments of long-term obligations (19,580) (2,059) Other 1,068 (106) ------------- ----------- Net cash provided by financing activities 893 8,486 ------------- ----------- Effect of exchange rate changes on cash and equivalents 21 83 ------------- ----------- Increase (decrease) in cash and equivalents 238 (1,347) Cash and equivalents at beginning of period 1,075 2,117 ------------- ----------- Cash and Equivalents at End of Period $ 1,313 $ 770 ============= ===========
See notes to consolidated financial statements. 3 TITAN HOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2005 (UNAUDITED) 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements (the "Financial Statements") include the accounts of Titan Holdings, Inc. ("Titan") and its subsidiaries (together, the "Company"), which includes Autocam Corporation ("Autocam"), a wholly-owned subsidiary. The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Accordingly, they do not include all the information and footnotes normally included in the annual consolidated financial statements prepared in accordance with GAAP. All significant intercompany accounts and transactions have been eliminated in consolidation. All currency amounts within these footnotes are expressed in thousands of U.S. dollars unless otherwise noted. In the opinion of management, the Financial Statements reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly such information in accordance with GAAP. On June 21, 2004, Micron Merger Corporation, a newly formed entity and wholly-owned subsidiary of Micron Holdings, Inc. ("Micron"), merged with and into Titan with Titan continuing as the surviving corporation (the "Merger"). As a result, Titan became a wholly-owned subsidiary of Micron. The total amount of consideration paid in the Merger, including amounts related to the repayment of indebtedness, the redemption of the outstanding preferred stock of Titan, payments to common shareholders of Titan and the payment of transaction costs incurred by Titan, was $395,000. The Merger was financed with the net proceeds from the issuance of $140,000 of senior subordinated notes of the Company, which are guaranteed by Titan (the "Notes"), borrowings under the Company's senior credit facilities of $114,000 and combined common equity contributions of $143,400 by GS Capital Partners 2000, L.P. ("GSCP 2000"), other private equity funds affiliated with GSCP 2000, Transportation Resource Partners LP ("TRP"), other investment vehicles affiliated with TRP, and certain of the Company's management. Successor periods - Represents the consolidated financial position and consolidated results of operations and cash flows of the Company reflecting the basis of accounting after application of purchase accounting for the Merger. Predecessor periods - Represents the consolidated financial position and results of operations and cash flows of the Company reflecting the historical basis of accounting without any application of purchase accounting for the Merger. Stock-based compensation -- The Company applies Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for its stock-based compensation plans. Accordingly, no stock-based employee compensation cost is reflected in net income as all options granted under those plans had an exercise price equal to the estimated market value of the underlying common stock on the date of the grant. Had stock-based employee compensation cost of the Company's stock option plans been determined based upon the fair value at the grant dates for awards under those plans consistent with the method of the Financial Accounting Standards Board's Statement of Financial Accounting Standard ("SFAS") No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based Compensation -- Transition and Disclosure, the Company's net income would have changed to the pro forma amounts indicated below: 4
THREE MONTHS ENDED MARCH 31, --------------------------------- 2004 2005 ------------- ----------- (predecessor) (successor) As reported $ 4,865 $ 322 Compensation expense, net of related tax effects (140) (154) ------------- ----------- Pro forma $ 4,725 $ 168 ============= ===========
The fair value approach was used to value all option grants, with the following weighted-average assumptions: risk-free interest rate, 4%-4.51%; and expected life of options, 10 years. Pension Plans -- The Company sponsors defined benefit pension plans for substantially all employees of its French subsidiaries. Set forth below are the components of net periodic benefit cost for the plans of the Company's French subsidiaries, Frank & Pignard, SA, ("F&P") and Bouverat Industries, SA ("Bouverat"):
THREE MONTHS ENDED MARCH 31, -------------------------------------------------------------- 2004 2005 --------------------------- ---------------------------- F&P PLAN BOUVERAT PLAN F&P PLAN BOUVERAT PLAN -------- ------------- -------- ------------- Service and interest costs $ 37 $ 29 $ 38 $ 30 Expected return on plan assets (8) (8) -------- -------- -------- -------- Net periodic benefit cost $ 37 $ 21 $ 38 $ 22 ======== ======== ======== ========
2. BUSINESS COMBINATION The Merger was accounted for as a purchase, and accordingly, the purchase price was allocated to assets acquired and liabilities assumed based upon their relative fair market values. Cost in excess of the fair value of the net assets acquired (goodwill) was $249,371, allocated among the Company's operating segments as follows: North America - $116,227, Europe - $124,486 and South America - $8,658. The results of operations and cash flows of Titan (as predecessor company) have been reported during the three months ended March 31, 2004. Set forth below is unaudited pro forma statement of operations information for the three months ended March 31, 2004, which is based upon the historical Consolidated Statements of Operations of the Company after giving effect to the Merger as if such transaction had occurred at the beginning of such period. These pro forma results are based upon assumptions considered appropriate by Company management and include adjustments as considered necessary in the circumstances. Such adjustments include interest expense that would have been incurred to finance the purchase, depreciation expense based on the fair market value of the property and equipment acquired and the corresponding tax effects of each. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of results which would have actually been reported had the Merger taken place at the beginning of such period or which may be reported in the future. Sales $ 92,856 Net income 3,299
Effective November 1, 2004, F&P acquired the stock of ATI, S.A.S., for $1,681 in cash and the assumption of $6,065 in debt, primarily consisting of capital lease obligations. The acquisition was accounted for as a purchase, and accordingly, the purchase price was allocated to assets acquired and liabilities assumed based upon their relative fair market values. Cost in excess of the fair value of the net assets acquired (goodwill) was $1,086. 5 3. INVENTORIES Set forth below are the components of Inventories:
DECEMBER 31, MARCH 31, 2004 2005 ------------ --------- Raw materials $ 11,030 $ 11,884 Production supplies 7,188 6,728 Work in-process 12,979 12,732 Finished goods 5,750 6,436 ------------ --------- Total Inventories $ 36,947 $ 37,780 ============ =========
4. PROPERTY, PLANT AND EQUIPMENT, NET Set forth below are the components of Property, Plant and Equipment, Net:
DECEMBER 31, MARCH 31, 2004 2005 ------------ --------- Buildings and land $ 10,838 $ 10,844 Machinery and equipment 161,407 158,636 Furniture and fixtures 11,041 10,940 ------------ --------- Total 183,286 180,420 Accumulated depreciation (6,001) (9,616) ------------ --------- Total Property, Plant and Equipment, Net $ 177,285 $ 170,804 ============ =========
6 5. LONG-TERM OBLIGATIONS Set forth below are the components of Long-Term Obligations (percentages represent interest rates as of March 31, 2005):
DECEMBER 31, MARCH 31, 2004 2005 ------------ --------- Senior Credit Facilities: USD term note, 6.125% $ 32,835 $ 32,753 Eurocurrency term note, 5.144% 83,269 78,236 Multi-currency revolving line of credit, 6.125%-7.75% 18,000 21,000 Eurocurrency revolving line of credit, 5.105% 6,482 ------------ --------- Total senior credit facilities 134,104 138,471 Senior subordinated notes, 10.875%, net of original issue discount 137,043 137,121 Capital leases, from 2.14% to 19.62% 12,659 11,283 Other 4,975 6,055 ------------ --------- Total long-term obligations 288,781 292,930 Current portion (12,942) (11,449) ------------ --------- Long-term portion $ 275,839 $ 281,481 ============ =========
On April 25, 2005, effective March 31, 2005, the Company and its wholly owned subsidiary Autocam France, SARL entered into an amendment to its senior credit facilities agreement (the "Amendment"). Pursuant to the Amendment, among other things, the financial covenants related to interest coverage and leverage ratios (each as defined in the senior credit facilities agreement) were amended to make them less restrictive, a new senior leverage ratio (as defined in the Amendment) was established, the principal amortization on the Eurocurrency term note provided under the senior credit facilities agreement was restructured and the interest rate margins applicable to the loans provided under the senior credit facilities agreement were increased. In connection with the Merger, Titan and certain, but not all, of the subsidiaries of Autocam fully and unconditionally guaranteed the Notes. The following table sets forth the guarantor and non-guarantor subsidiaries of Autocam with respect to the Notes:
GUARANTOR SUBSIDIARIES NON-GUARANTOR SUBSIDIARIES ---------------------- -------------------------- Autocam-Pax, Inc. Autocam-Har, Inc. Autocam Acquisition, Inc. Autocam France, SARL Autocam Laser Technologies, Inc. Frank & Pignard, SA Autocam International Ltd. Bouverat Industries, SA Autocam Europe, B.V. Autocam do Brasil Usinagem Ltda. Autocam International Sales Corporation Autocam Foreign Sales Corporation Autocam Greenville, Inc. Autocam South Carolina, Inc.
7 Information regarding the guarantors and non-guarantors are as follows:
TITAN COMBINING STATEMENT OF OPERATIONS (PARENT SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 2004 COMPANY -------------------------- (predecessor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS COMBINED - -------------------------------------------- ------- ------- --------- ------------- ------------ -------- Sales $32,444 $ 5,489 $ 56,626 ($ 1,703) $ 92,856 Cost of sales 27,427 3,824 47,067 (1,703) 76,615 ------- --------- ------------- -------- Gross profit 5,017 1,665 9,559 16,241 Selling, general and administrative expenses 1,895 295 2,888 5,078 ------- --------- ------------- -------- Income from operations 3,122 1,370 6,671 11,163 Interest expense, net 389 145 1,455 1,989 Other expense, net $ 9 375 543 927 ------- ------- --------- ------------- -------- Income (loss) before tax provision (9) 2,358 1,225 4,673 8,247 Tax provision (3) 801 418 2,166 3,382 ------- ------- --------- ------------- -------- Net Income (Loss) ($ 6) $ 1,557 $ 807 $ 2,507 $ 4,865 ======= ======= ========= ============= ========
TITAN COMBINING STATEMENT OF OPERATIONS (PARENT SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 2005 COMPANY --------------------------- (successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS COMBINED - -------------------------------------------- ------- ------- --------- ------------- ------------ -------- Sales $ 32,559 $ 5,322 $ 53,658 ($ 2,752) $ 88,787 Cost of sales 27,796 3,704 47,745 (2,752) 76,493 -------- --------- ------------- -------- Gross profit 4,763 1,618 5,913 12,294 Selling, general and administrative expenses 1,870 343 3,237 5,450 -------- --------- ------------- -------- Income from operations 2,893 1,275 2,676 6,844 Interest expense, net 4,064 180 1,771 6,015 Other expense, net $ 59 375 322 756 ------- -------- --------- ------------- -------- Income (loss) before tax provision (59) (1,546) 1,095 583 73 Tax provision (547) 376 (78) (249) ------- -------- --------- ------------- -------- Net Income (Loss) ($ 59) ($ 999) $ 719 $ 661 $ 322 ======= ======== ========= ============= ========
8
CONDENSED COMBINING STATEMENT TITAN OF CASH FLOWS (PARENT SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 2004 COMPANY ------------------------- (predecessor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR COMBINED - --------------------------------------------------- ------- ------- --------- ------------- -------- Net cash provided by (used in) operating activities ($6) $ 843 $ 196 $ 6,973 $ 8,006 Expenditures for property, plant and equipment (1,805) (193) (3,863) (5,861) Equipment deposits to be refunded (1,733) (1,073) (2,806) Borrowings on lines of credit, net 4,000 15,405 19,405 Principal payments of long-term obligations (1,045) (18,535) (19,580) Other 6 (97) (1) 1,166 1,074 ------- --------- ------------- -------- Net increase in cash and equivalents 163 2 73 238 Cash and equivalents at beginning of period 750 2 323 1,075 ------- --------- ------------- -------- Cash and Equivalents at End of Period $ 913 $ 4 $ 396 $ 1,313 ======= ========= ============= ========
CONDENSED COMBINING STATEMENT TITAN OF CASH FLOWS (PARENT SUBSIDIARIES THREE MONTHS ENDED MARCH 31, 2005 COMPANY ------------------------- (successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR COMBINED - --------------------------------------------------- ------- -------- --------- ------------- -------- Net cash provided by (used in) operating activities ($59) ($ 782) $ 75 ($ 2,788) ($ 3,554) Expenditures for property, plant and equipment (1,349) (74) (3,430) (4,853) Borrowings on lines of credit, net 3,000 7,651 10,651 Principal payments of long-term obligations (82) (1,977) (2,059) Other 59 (1,126) (465) (1,532) -------- ----- ------------- -------- Net increase (decrease) in cash and equivalents (339) 1 (1,009) (1,347) Cash and equivalents at beginning of period 1,089 2 1,026 2,117 -------- ----- ------------- -------- Cash and Equivalents at End of Period $ 750 $ 3 $ 17 $ 770 ======== ===== ============= ========
9
TITAN CONDENSED COMBINING BALANCE SHEET (PARENT SUBSIDIARIES DECEMBER 31, 2004 COMPANY ------------------------- (successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS COMBINED - ---------------------------------------------------- --------- --------- --------- ------------- ------------ -------- Assets Current assets: Cash and equivalents $ 1,087 $ 2 $ 1,028 $ 2,117 Accounts receivable, net 20,329 1,700 37,202 ($ 871) 58,360 Inventories 10,314 1,501 25,132 36,947 Prepaid expenses and other current assets 1,148 78 2,259 3,485 --------- --------- --------- ------ -------- Total current assets 32,878 3,281 65,621 (871) 100,909 Property, plant and equipment, net 29,772 5,637 141,457 419 177,285 Goodwill $ 116,399 3 151,637 268,039 Intercompany receivables (payables) 31,102 (4,142) (26,847) (113) Investment in subsidiaries 28,661 99,034 (3,458) (123,815) (422) Other long-term assets 18,120 50 5,029 23,199 --------- --------- --------- --------- ------ -------- Total Assets $ 145,060 $ 210,909 $ 1,368 $ 213,082 ($ 987) $569,432 ========= ========= ========= ========= ====== ======== Liabilities and Shareholders' Equity (Deficit) Current liabilities: Current maturities of long-term obligations $ 330 $ 12,612 $ 12,942 Accounts payable 9,232 $ 184 38,256 ($ 984) 46,688 Accrued liabilities ($34) 4,005 369 16,224 (3) 20,561 --------- --------- --------- --------- ------ -------- Total current liabilities (34) 13,567 553 67,092 (987) 80,191 --------- --------- --------- --------- ------ -------- Long-term obligations, net of current maturities 187,548 88,291 275,839 Deferred taxes and other 11,097 36,945 48,042 Shareholders' equity (deficit): Capital stock 145,112 145,112 Accumulated other comprehensive income 2,483 17,211 19,694 Retained earnings (accumulated deficit) (18) (3,786) 815 3,543 554 --------- --------- --------- --------- -------- Total shareholders' equity (deficit) 145,094 (1,303) 815 20,754 165,360 --------- --------- --------- --------- ------ -------- Total Liabilities and Shareholders' Equity (Deficit) $ 145,060 $ 210,909 $ 1,368 $ 213,082 ($ 987) $569,432 ========= ========= ========= ========= ====== ========
10
TITAN CONDENSED COMBINING BALANCE SHEET (PARENT SUBSIDIARIES MARCH 31, 2005 COMPANY ------------------------- (successor) ONLY) AUTOCAM GUARANTOR NON-GUARANTOR ELIMINATIONS COMBINED - ---------------------------------------------------- --------- --------- --------- ------------- ------------ -------- Assets Current assets: Cash and equivalents $ 747 $ 4 $ 19 $ 770 Accounts receivable, net 22,569 2,260 38,684 ($ 871) 62,642 Inventories 10,904 1,573 25,303 37,780 Prepaid expenses and other current assets 1,303 118 1,823 3,244 --------- ------- --------- -------- -------- Total current assets 35,523 3,955 65,829 (871) 104,436 Property, plant and equipment, net 30,201 5,608 134,195 800 170,804 Goodwill $ 116,400 20 144,713 261,133 Intercompany receivables (payables) 1,939 28,623 (4,000) (25,841) (721) Investment in subsidiaries 26,720 100,975 (3,458) (123,815) (422) Other long-term assets 19,097 40 4,597 23,734 --------- --------- ------- --------- -------- -------- Total Assets $ 145,059 $ 214,439 $ 2,145 $ 199,678 ($ 1,214) $560,107 ========= ========= ======= ========= ======== ======== Liabilities and Shareholders' Equity (Deficit) Current liabilities: Current maturities of long-term obligations $ 330 $ 11,119 $ 11,449 Accounts payable 9,266 $ 262 30,893 ($ 1,214) 39,207 Accrued liabilities $ 25 6,649 349 15,908 22,931 --------- --------- ------- --------- -------- -------- Total current liabilities 25 16,245 611 57,920 (1,214) 73,587 --------- --------- ------- --------- -------- -------- Long-term obligations, net of current maturities 190,544 90,937 281,481 Deferred taxes and other 11,029 35,666 46,695 Shareholders' equity (deficit): Capital stock 145,112 145,112 Accumulated other comprehensive income 1,408 10,949 12,357 Retained earnings (accumulated deficit) (78) (4,787) 1,534 4,206 875 --------- --------- ------- --------- -------- Total shareholders' equity (deficit) 145,034 (3,379) 1,534 15,155 158,344 --------- --------- ------- --------- -------- -------- Total Liabilities and Shareholders' Equity (Deficit) $ 145,059 $ 214,439 $ 2,145 $ 199,678 ($ 1,214) $560,107 ========= ========= ======= ========= ======== ========
11 6. BUSINESS SEGMENT INFORMATION The Company has three operating segments: North America, Europe and South America. The North American segment provides precision-machined components primarily to the transportation and medical devices industries, while the European and South American segments provide precision-machined components primarily to the transportation industry. The Company has a small operation in China that is grouped with its European operations for business segmentation purposes. The Company has assigned specific business units to a segment based principally on their geographical location. Each of the Company's segments is individually managed and have separate financial results reviewed by the Company's chief executive and operating decision-makers. These results are used by those individuals both in evaluating the performance of, and in allocating current and future resources to, each of the segments. The Company evaluates segment performance primarily based on income from operations and the efficient use of assets. Set forth below is business segment information for the three months ended March 31, 2004 and 2005 and as of December 31, 2004 and March 31, 2005:
THREE MONTHS ENDED MARCH 31, --------------------------- 2004 2005 ------------- ----------- (predecessor) (successor) Sales to Unaffiliated Customers from Company Facilities Located in: North America $ 37,830 $ 37,502 Europe 51,179 44,098 South America 3,847 7,187 --------- --------- Total $ 92,856 $ 88,787 ========= ========= Net Income (Loss) of Company Facilities Located in: North America $ 2,358 ($ 339) Europe 2,129 (158) South America 378 819 --------- --------- Total $ 4,865 $ 322 ========= ========= Depreciation and Amortization on Assets Located in: North America $ 2,211 $ 1,181 Europe 3,133 2,881 South America 265 266 --------- --------- Total $ 5,609 $ 4,328 ========= ========= Net Interest Expense of Company Facilities Located in: North America $ 534 $ 4,244 Europe 1,345 1,628 South America 110 143 --------- --------- Total $ 1,989 $ 6,015 ========= ========= Tax Provision of Company Facilities Located in: North America $ 1,216 ($ 171) Europe 2,052 (505) South America 114 427 --------- ---------- Total $ 3,382 ($ 249) ========= ========== Expenditures for Property, Plant and Equipment of Facilities Located in: North America $ 1,998 $ 1,423 Europe 2,988 2,468 South America 875 962 --------- ---------- Total $ 5,861 $ 4,853 ========= ==========
DECEMBER 31, MARCH 31, 2004 2005 ------------ --------- (successor) -------------------------- Total Assets of Company Facilities Located in: North America $ 205,690 $ 210,775 Europe 332,279 316,812 South America 31,463 32,520 --------- --------- Total $ 569,432 $ 560,107 ========= =========
12 7. SUPPLEMENTAL CASH FLOW INFORMATION Set forth below is a reconciliation of net income to net cash provided by (used in) operating activities:
THREE MONTHS ENDED MARCH 31, --------------------------- 2004 2005 ------------- ----------- (predecessor) (successor) Net income $ 4,865 $ 322 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 5,609 4,328 Deferred taxes 200 319 Realized gains and losses and other, net 334 185 Changes in assets and liabilities that provided (used) cash: Accounts receivable (6,745) (6,499) Inventories (1,002) (1,957) Prepaid expenses and other current assets (511) 170 Other long-term assets 27 (62) Accounts payable (4,455) (3,731) Accrued liabilities 9,895 3,298 Deferred taxes and other (211) 73 -------- -------- Net Cash Provided by (Used in) Operating Activities $ 8,006 ($ 3,554) ======== ========
13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with and is qualified in its entirety by reference to our consolidated financial statements and accompanying notes. Except for historical information, the discussions in this section contain forward-looking statements that involve risks and uncertainties. Future results could differ materially from those discussed below. OVERVIEW Titan Holdings, Inc. ("Titan") is a holding company headquartered in Kentwood, Michigan and a wholly-owned subsidiary of Micron Holdings, Inc. ("Micron"). Its sole and wholly-owned subsidiary, Autocam Corporation ("Autocam") and Autocam's subsidiaries, are a leading independent manufacturer of extremely close tolerance precision-machined, metal alloy components, sub-assemblies and assemblies, primarily for performance and safety critical automotive applications. Those applications in which we have significant market penetration include fuel injection, power steering, braking, electric motors and airbag systems. We provide these products from our facilities in North America, Europe, South America and Asia to some of the world's largest Tier I suppliers to the automotive industry. References throughout this document to "we," "our" or "us" refer to Titan together with its consolidated subsidiaries. Our business and results of operations during the first quarter of 2005 as compared to the same period in 2004 were affected by the following significant events: - - On June 21, 2004, Micron Merger Corporation, a newly formed entity and wholly-owned subsidiary of Micron, merged with and into Titan with Titan continuing as the surviving corporation (the "Merger"). As a result, Titan became a wholly-owned subsidiary of Micron. The total amount of consideration paid in the Merger, including amounts related to the repayment of indebtedness, the redemption of the outstanding preferred stock of Titan, payments to common shareholders of Titan and the payment of transaction costs incurred by Titan, was $395.0 million. The Merger was financed with the net proceeds from the issuance of $140.0 million of senior subordinated notes issued by us and guaranteed by Titan (the "Notes"), borrowings under senior credit facilities of $114.0 million and combined common equity contributions of $143.4 million by GS Capital Partners 2000, L.P. ("GSCP 2000"), other private equity funds affiliated with GSCP 2000, Transportation Resource Partners LP ("TRP"), other investment vehicles affiliated with TRP, and certain of our management. - - Effective November 1, 2004, our wholly-owned subsidiary, Frank & Pignard, SA, acquired the stock of ATI, S.A.S. ("ATI"), for $1,681 in cash and the assumption of $6,065 in debt, primarily consisting of capital lease obligations. The acquisition was completed primarily for the purpose of eliminating costly outside processing of certain electric motor components. - - Our business is directly impacted by light vehicle production levels, primarily in North America and Western Europe. We are also impacted by the relative North American market shares of the traditional Big Three automakers, DaimlerChrysler Corporation, Ford Motor Company and General Motors Corporation. Material changes in either of these factors can have a material impact on our sales and profit levels. Market shares of the traditional Big Three have been declining over the past several years. - - A significant portion of our sales and profits resulted from transactions denominated in euros. Those sales and profits have been translated into U.S. dollars, or USD, for financial reporting purposes. As a result, the value of the USD compared to the euro in the first quarter of 2005 relative to the same period in the prior year positively impacted our reported results. The following table sets forth, for the periods indicated, the period end and period average exchange rates used in translating the financial statements (expressed as USD per one euro): 14
THREE MONTHS ENDED MARCH 31, DECEMBER 31, ------------------ 2004 2004 2005 ------------ ------ ------ Average (1) 1.2487 1.3114 End of Period 1.3621 1.2964
------------------ (1) The average rate represents the average of all monthly average exchange rates within the respective periods weighted by reported sales denominated in euros. - - We are routinely exposed to pressure by our customers to offer unit price reductions, which is typical of our industry. Through continuous improvement and increased efficiencies in our manufacturing and administrative processes we have maintained margins over time in spite of these constant pressures. RESULTS OF OPERATIONS The following table sets forth our Consolidated Statements of Operations expressed as a percentage of sales:
THREE MONTHS ENDED MARCH 31, ------------------ 2004 (1) 2005 (2) -------- -------- Sales 100.0% 100.0% Cost of sales 82.5% 86.2% ----- ----- Gross profit 17.5% 13.8% Selling, general and administrative expenses 5.5% 6.1% ----- ----- Income from operations 12.0% 7.7% Interest expense, net 2.1% 6.8% Other expenses, net 1.0% 0.9% ----- ----- Income before tax provision 8.9% 0.0% Tax provision 3.6% -0.3% ----- ----- Net Income 5.3% 0.3% ===== =====
- ------------------ (1) Represents the consolidated results of operations of the Company reflecting the historical basis of accounting without any application of purchase accounting for the Merger. (2) Represents the consolidated results of operations of the Company reflecting the basis of accounting after the application of purchase accounting for the Merger. 15 THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THREE MONTHS ENDED MARCH 31, 2005 Sales Sales decreased $4.1 million, or 4.4%, to $88.8 million for the three months ended March 31, 2005 ("the 2005 period") from $92.9 million for the three months ended March 31, 2004 ("the 2004 period"). On a constant currency basis, sales decreased $7.1 million principally attributable to the following factors: - - Factors resulting in a decrease in Sales: 1. Our European operations were desourced on programs for power steering, electric motor and fuel systems components resulting in a reduction in sales to these customers of $6.0 million when comparing the 2005 period to the 2004 period; 2. Lower sales to a North American fuel systems customer and a European electric motor customer whose primary customers lost market share and produced less vehicles in the 2005 period as compared to the 2004 period; 3. Lower sales to a North American fuel systems customer as the 2004 period reflected volumes higher than those reported in the 2005 period as we transitioned from prototype to production volumes on a new product line during a period where premium pricing was charged to the customer; 4. Lower sales to a European fuel systems customer as production on the current injector program is replaced by production on a new injector program for whom we do not produce components; and 5. We granted unit price reductions to our customers totaling $1.5 million in the 2005 period. - - Factors partially offsetting the decrease in Sales: 1. Sales of components manufactured by our South American operations have grown in the 2005 period relative to 2004 period as lower labor costs in those facilities (relative to those in our European and North American facilities and those of our competitors) have afforded us additional demand for high value-added components from our customers; 2. Our North American and European operations were awarded power steering business by a new customer for whom we began production in late 2004; and 3. The devaluation of the USD relative to the reporting currencies of our foreign subsidiaries resulted in $3.0 million more in sales in the 2005 period versus the 2004 period. Gross Profit Gross profit decreased $3.9 million to $12.3 million, or 13.8% of sales, for the 2005 period from $16.2 million, or 17.5% of sales, for the 2004 period. The gross profit percentage decline can generally be attributed to the following factors: - - Factors resulting in a decrease in Gross Profit Margin: 1. Unit price reductions of $1.5 million granted to our customers between the 2004 and 2005 periods; 2. Steel prices and surcharges not recovered from our customers negatively impacted gross profit by $1.1 million; and 3. The loss of sales volume as described above resulted in decreasing margins as existing equipment and facilities were underutilized. - - Factors partially offsetting the decrease in Gross Profit Margin: 16 1. Depreciation expense was $1.3 million less in the 2005 period as compared to the 2004 period as we adjusted the historical cost of our property, plant and equipment to fair market appraised values in connection with the Merger; and 2. Outsourcing costs were significantly reduced in the 2005 period relative to the 2004 period as capacity constraints in our European operations during the 2004 period resulted in the outsourcing of certain operations thereby increasing costs in that period. Such constraints were alleviated in the intervening period, thereby allowing for the elimination of such costs in the 2005 period. In addition, the acquisition of ATI as described above reduced outsourcing costs on certain electric motor components. Selling, General and Administrative Selling, general and administrative expenses increased $0.4 million to $5.5 million, or 6.1% of sales, for the 2005 period from $5.1 million, or 5.5% of sales, for the 2004 period. The 2005 results include added professional fee expenses associated with being a public registrant and added travel costs associated with providing technical support to our European operations as it works to implement cost improvement initiatives. Interest Expense, Net Net interest expense increased $4.0 million to $6.0 million for the 2005 period from $2.0 million for the 2004 period. Higher interest expense in the 2005 period relative to the 2004 period was caused primarily by increased debt levels incurred as a result of the Merger and higher interest rates under our senior credit facilities. Tax Provision For the 2005 period, we recorded an income tax benefit of $0.2 million caused primarily by the recording of a reduction in legal profit sharing contribution expense due to the loss before tax provision reported by our European operations. Under French law the legal profit sharing contribution is assessed on income before taxes, and therefore is treated by us as a component of our tax provision. LIQUIDITY AND CAPITAL RESOURCES Our short-term liquidity needs include required debt service and day-to-day operating expenses including working capital requirements and the funding of capital expenditures. Long-term liquidity requirements include capital expenditures for new programs and maintenance of existing equipment and debt service. Capital expenditures for 2005 are expected to be $24-25 million, of which $4.9 million was spent in the three months ended March 31, 2005. Our principal sources of cash to fund short- and long-term liquidity needs consist of cash generated by operations and borrowing under our revolving credit facilities. The indenture governing the Notes and the agreement governing the senior credit facilities contain a number of covenants imposing significant restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. 17 We amended our senior credit facilities on April 25, 2005, effective March 31, 2005. Our amended senior credit facilities require us to meet a number of financial ratio tests, including interest coverage and senior and total leverage ratios. Our amended senior credit facilities also limit the amount of capital expenditures we may make. As of March 31, 2005, we were in compliance with the covenants contained in the indenture governing the Notes and our amended senior credit facilities. The financial covenants in our amended senior credit facilities are less restrictive than the original agreement and were structured to provide us with flexibility sufficient for us to remain in compliance with such covenants throughout 2005. However, OEM and Tier I manufacturers' production schedules have been reduced over the past quarter, and continued reductions in their production schedules could impact our ability to maintain compliance with the covenants in our amended senior credit facilities as early as in the second quarter. If we are unable to maintain compliance with these covenants, we may have to seek to renegotiate these covenants with our senior lenders. If it becomes necessary to seek to renegotiate the terms of our amended senior credit facilities, there can be no assurances that we would reach an agreement that contained terms acceptable to us. If we are ultimately unsuccessful, the lenders would have the ability to exercise all of the remedies provided for in the amended senior credit facilities upon an event of default. Three Months Ended March 31, 2005 Cash used in operating activities of $3.6 million during the three months ended March 31, 2005 reflects net income, excluding non-cash and other reconciling items of $5.1 million, and an increase in net working capital of $8.7 million due primarily to the net effects of the following factors: - - Accounts receivable increased $6.5 million. Sales in all operating segments were higher during the latter part of the first quarter of 2005 than the latter part of the fourth quarter of 2004. In addition, payment terms from a number of European and North American customers lengthened over the course of 2004 and early 2005. Finally, factored European accounts receivable decreased $2.8 million from December 31, 2004 to March 31, 2005. - - Inventories increased $2.0 million due primarily to the growth in our business during the latter part of the first quarter of 2005 compared to the latter part of the fourth quarter of 2004. In addition, the value of raw material inventories has risen consistent with the rise in steel and perishable tooling prices. Finally, machinery spare parts inventories have increased consistent with the addition of new types of equipment. - - Accounts payable decreased $3.7 million. Production in our European operations during first quarter of 2005 was less than the fourth quarter of 2004. These increases in working capital were partially offset by an increase in Accrued Liabilities of $3.3 million. The increase in Accrued Liabilities was caused primarily by a $3.7 million increase in interest due on the Notes (payable in semi-annual installments on June 15 and December 15) offset by the payment during the 2005 period of fiscal 2004 senior management bonuses. Cash used in investing activities of $6.4 million during the three months ended March 31, 2005 mainly consisted of capital expenditures primarily for production equipment of $4.9 million and the payment of $1.5 million in production equipment deposits that will be refunded once planned operating lease agreements are signed. Cash provided by financing activities of $8.5 million during the three months ended March 31, 2005 mainly consisted of $10.7 million in net borrowings under lines of credit with our banks offset by $2.1 million in scheduled payments on our senior credit facilities and other indebtedness. 18 CONTRACTUAL OBLIGATIONS Provision changes contained in our amended senior credit facilities included extending the principal amortization of the Eurocurrency term note provided under the senior credit facilities agreement. Principal obligations under the senior credit facilities agreement were changed from those disclosed in our 2004 Annual Report on Form 10-K by the following (USD-equivalent amounts computed using the USD vs. euro exchange rate in effect on March 31, 2005): - - Principal obligations due from April 1, 2005 to March 31, 2006 - Decreased by the USD-equivalent of $3.0 million; - - Principal obligations due from April 1, 2006 to March 31, 2008 - Decreased by the USD-equivalent of $8.7 million; - - Principal obligations due from April 1, 2008 to March 31, 2010 - Increased by the USD-equivalent of $1.5 million; and - - Principal obligations due from April 1, 2010 to June 15, 2011 - Increased by the USD-equivalent of $10.2 million. In addition, the financial covenants in the senior credit facilities agreement were amended to make them less restrictive, a new Senior Leverage Ratio (as defined in the amended senior credit facilities agreement) was established and interest rate margins applicable to all loans under the senior credit facilities agreement were increased. FOREIGN OPERATIONS During the three months ended March 31, 2005, our North American operations exported $4.6 million of product to customers located in foreign countries, and our foreign operations shipped $53.7 million of product to customers from their facilities. As a result, we are subject to the risks of doing business abroad, including currency exchange rate fluctuations, limits on repatriation of funds, compliance with foreign laws and other economic and political uncertainties. ACCOUNTING PRONOUNCEMENTS In December 2004, the Financial Accounting Standards Board issued SFAS No. 123(R), Share-Based Payment, which will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the grant date fair value of the equity or liability instruments issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides services in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supercedes Accounting Principals Board Opinion No. 25, Accounting for Stock Issued to Employees. SFAS 123(R) becomes effective at the beginning of our first quarter in 2006. We expect that the impact of adopting SFAS No. 123(R) will be consistent with the pro forma expense that has been previously disclosed, adjusted for future grants, cancellations and exercises of stock options in accordance with SFAS No. 123(R). CRITICAL ACCOUNTING POLICIES No material changes have been made to our critical accounting policies during the first quarter of 2005. 19 Item 3. Quantitative and Qualitative Disclosures about Market Risk We manage certain foreign currency exchange risk in relation to equipment purchases through the limited use of foreign currency futures contracts to reduce the impact of changes in foreign currency rates on firm commitments to purchase equipment. No such contracts related to equipment purchases were outstanding at December 31, 2004 or March 31, 2005. We typically derive approximately 60% of our sales from foreign manufacturing operations. The financial position and results of operations of our subsidiaries in France are measured in euros and translated into USD. The effects of foreign currency fluctuations in France are somewhat mitigated by the fact that sales and expenses are generally incurred in euros, and the reported net income thereon will be higher or lower depending on a weakening or strengthening of the USD as compared to the euro. The financial position and results of operations of our subsidiary in Brazil are measured in Brazilian reais and translated into USD. With respect to approximately 25% of this subsidiary's sales, expenses are generally incurred in Brazilian reais, but sales are invoiced in USD. As such, results of operations with regard to these sales are directly influenced by a weakening or strengthening of the Brazilian real as compared to the USD. The effects of foreign currency fluctuations are somewhat mitigated on the remainder of this subsidiary's sales by the fact that these sales and related expenses associated therewith are generally incurred in Brazilian reais and the reported income thereon will be higher or lower depending on a weakening or strengthening of the USD as compared to the Brazilian real. Our consolidated net assets as of March 31, 2005 include 6.0% based in France and 3.5% based in Brazil, and were translated into USD at the exchange rates in effect at that date (2.68 Brazilian reais per USD, and 1.2964 USD per euro). Accordingly, our consolidated net assets will fluctuate depending on the weakening or strengthening of the USD as compared to these currencies as a result of foreign currency translation adjustments. Item 4. Disclosure Controls and Procedures We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including our Chief Executive and Financial Officers, as appropriate, to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). The evaluation was performed under the supervision and with the participation of our management, including our Chief Executive and Financial Officers. Based upon the evaluation, the Chief Executive and Financial Officers concluded that our disclosure controls and procedures were effective in ensuring that material information relating to us (including our consolidated subsidiaries) was made known to them by others within our consolidated group during the period in which this report was being prepared and that the information required to be included in the report has been recorded, processed, summarized and reported on a timely basis. During our most recent fiscal quarter, there have been no significant changes in our internal controls that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 20 PART II - OTHER INFORMATION Item 1. Legal Proceedings None. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Submission of Matters to a Vote of Security Holders None. Item 5. Other Information None. Item 6. Exhibits
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 31.1 Certification of Chief Executive Officer in the form prescribed by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. 31.2 Certification of Chief Financial Officer in the form prescribed by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer in the form prescribed by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer in the form prescribed by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
21 SIGNATURES Autocam Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AUTOCAM CORPORATION May 12, 2005 /s/ John C. Kennedy - -------------------------------- ------------------------- Date John C. Kennedy President 22 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 31.1 Certification of Chief Executive Officer in the form prescribed by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. 31.2 Certification of Chief Financial Officer in the form prescribed by Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer in the form prescribed by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer in the form prescribed by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
23 EX-31.1 2 k95291exv31w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER BY RULE 13A-14(A) EXHIBIT 31.1 I, John C. Kennedy, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Autocam Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Autocam Corporation as of, and for, the periods presented in this report; 4. Autocam Corporation's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of Autocam Corporation's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during Autocam Corporation's most recent fiscal quarter (Autocam Corporation's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. Autocam Corporation's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 12, 2005 /s/ John C. Kennedy --------------------- John C. Kennedy President EX-31.2 3 k95291exv31w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER BY RULE 13A-14(A) EXHIBIT 31.2 I, Warren A. Veltman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Autocam Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Autocam Corporation as of, and for, the periods presented in this report; 4. Autocam Corporation's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of Autocam Corporation's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during Autocam Corporation's most recent fiscal quarter (Autocam Corporation's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. Autocam Corporation's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 12, 2005 /s/ Warren A. Veltman ------------------------- Warren A. Veltman Chief Financial Officer EX-32.1 4 k95291exv32w1.txt CERTIFICATION OF CHIEF EXECUTIVE OFFICER BY 18 U.S.C. SECTION 1350 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Form 10-Q of Autocam Corporation (the "Company") for the quarterly period ended March 31, 2005, as delivered on the date hereof (the "Report"), I, John C. Kennedy, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 12, 2005 /s/ John C. Kennedy ----------------------- John C. Kennedy President EX-32.2 5 k95291exv32w2.txt CERTIFICATION OF CHIEF FINANCIAL OFFICER BY 18 U.S.C. SECTION 1350 EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Form 10-Q of Autocam Corporation (the "Company") for the quarterly period ended March 31, 2005, as delivered on the date hereof (the "Report"), I, Warren A. Veltman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 3. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 4. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 12, 2005 /s/ Warren A. Veltman -------------------------- Warren A. Veltman Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----