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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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 No. 1-7807
CHAMPION PARTS, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Illinois 36-2088911
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
2005 West Avenue B, Hope, AR 71801
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (870) 777-8821
Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant
to Section 12(g) of the Act: Common Shares, $.10 Par Value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [X]
As of March 22, 2000, 3,655,266 Common Shares were outstanding and the
aggregate market value of the Common Shares held by non-affiliates of the
Registrant (based on the closing price as reported on the National Quotation
Bureau Incorporated) was approximately $1,075,838. For information as to
persons considered to be affiliates for purposes of this calculation, see
"Item 5. Market for the Company's Common Shares and Related Shareholder
Matters".
-1-
Champion Parts, Inc.
FORM 10-K
Cross Reference Index
PART I Page
Item 1. Business .......................................... 3
Item 2. Properties ........................................ 6
Item 3. Legal Proceedings ................................. 7
Item 4. Submission of Matters to a Vote of Shareholders ... 9
PART II
Item 5. Market for Registrant's Common Stock .............. 10
Item 6. Selected Financial Data ........................... 11
Item 7. Management's Discussion and Analysis of Operations. 13
Item 7a. Quantitative and Qualitative Disclosures
of Market Risk .................................... 17
Item 8. Financial Statements and Supplementaru Data ....... 18
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Matters .................. 18
PART III
Item 10. Directors and Executive Officers of the Registrant.. 19
Item 11. Executive Compensation ............................. 21
Item 12. Security Ownership of Certain Beneficial
Owners and Management .............................. 23
Item 13. Certain Relationships and Related Transactions ..... 24
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on FORM 8-K ............................ 25
-2-
PART I
Item 1. Business
--------
Unless context indicates otherwise, the term "Company" as used herein
means Champion Parts, Inc. and its subsidiaries.
PRODUCTS
The Company is reporting two operating segments in the same format as
reviewed by the Company's senior management. In segment one, the Company
remanufactures and sells replacement fuel system components (carburetors and
diesel fuel injection components) and constant velocity drive assemblies for
substantially all makes and models of domestic and foreign automobiles and
trucks. In segment two, it remanufactures and sells replacement electrical
and mechanical products for certain passenger car, agricultural and heavy
duty truck original equipment applications.
During the fiscal years ended December 31, 2000 and December 31, 1999 and
December 27, 1998, the Company's sales of parts for automobiles (including
light duty trucks) accounted for approximately 86% and 88%, and 82%
respectively, of the Company's net sales; while sales of parts for heavy duty
trucks and farm equipment accounted for approximately 14%, 12%, and 18%,
respectively, of net sales.
MARKETING AND DISTRIBUTION
The Company's products are marketed throughout the continental United
States and in a limited manner in Canada. The Company sells carburetors,
electrical and mechanical products to aftermarket retail chains that
distribute products through their stores. In addition, the Company sells
electrical, mechanical and constant velocity drive products to manufacturers
of automobiles, trucks and farm equipment, which purchase the Company's
products for resale through their dealers. The Company also sells carburetors,
and constant velocity drive assemblies to automotive and marine warehouse
distributors, which in turn sell to jobber stores and through them to service
stations, automobile and marine repair shops and to individual motorists.
Of the Company's net sales in the year ended December 31, 2000, approximately
73% were to retailers; approximately 25% were to manufacturers of automobiles,
trucks and farm equipment and heavy duty fleet specialists; and approximately
2% were to automotive warehouse distributors and other customers.
The Company exhibits its products at trade shows. The Company also prepares
and publishes catalogs of its products, including a guide with information
as to the various vehicle models for which the Company's products may be used
and a pictorial product identification guide to assist customers in the
return of used units. The Company's salesmen and sales agents call on
selected customers of warehouse distributors which carry the Company's
products to familiarize these customers with the Company's products and the
applications of its products to varied automotive equipment.
During the fiscal year ended December 31, 2000, the three largest customers
of the Company accounted for approximately 88% of net sales (41% AutoZone;
32% Advance Auto Parts; 15% John Deere). No other customer accounted for
more than 10% of net sales.
-3-
The Company makes available to its customers the MEMA Transnet computerized
order entry system that is administered by the Motor Equipment Manufacturers
Association. The MEMA Transnet system enables a customer in any area of the
United States to place orders into the Company's central computer, which
transmits the orders to the Company's plant servicing that customer's
geographic area. It also has direct Electronic Data Interchange with its
largest customers.
At December 31, 2000, two direct sales people and 10 sales agencies made
sales calls.
The Company's sales are typically higher in the first and second quarters
than in the third and fourth quarters as there are more repairs of fuel
systems, agricultural and heavy-duty products in those periods.
MATERIALS
In its remanufacturing operations, the Company obtains used units, commonly
known as "cores". A majority of the units remanufactured by the Company
are acquired from customers as trade-ins, which are encouraged by the Company
in the sale of remanufactured units.
The price of a finished product is comprised of a separately invoiced amount
for the core included in the product ("core value") and an amount for
remanufacturing. Upon receipt of a core as a trade-in, credit is given to the
customer for the then current core value of the part returned. The Company
limits trade-ins to cores for units included in its sales catalogs and in
rebuildable condition, and credit for cores is allowed only against purchases
by a customer of similar remanufactured products within a specified time
period. A customer's total allowable credit for core trade-ins is further
limited by the dollar volume of the customer's purchases of similar products
within such time period. In addition to allowing core returns, the Company
permits warranty and stock adjustment returns (generally referred to as
"product returns") pursuant to established policies. The Company's core
return policies are consistent with industry practice, whereby
remanufacturers accept product returns from current customers regardless of
whether the remanufacturer actually sold the product. The Company has no
obligation to accept product returns from customers that no longer purchase
from the Company.
Other materials and component parts used in remanufacturing, and some cores,
are purchased in the open market. When cores are not available in sufficient
supply for late models of automobiles, trucks and farm equipment or for
foreign model automobiles, new units sometimes are purchased and sold as
remanufactured units. To market a full line of products, the Company also
purchases certain remanufactured and new automotive parts, which it does not
produce.
PATENTS, TRADEMARKS, ETC.
The Company has no material patents, trademarks, licenses, franchises or
concessions.
BACKLOG
The Company did not have a significant order backlog at December 31, 2000.
-4-
COMPETITION
The remanufactured automotive parts industry is highly competitive as the
Company competes with a number of other companies (including certain
original equipment manufacturers) which sell remanufactured automotive
parts. The Company competes with several large regional remanufacturers
and with remanufacturers that are franchised by certain original equipment
manufacturers to remanufacture their products for regional distribution.
The Company also competes with numerous remanufacturers that serve
comparatively local areas. In addition, sales of remanufactured parts
compete with sales of similar new replacement parts. Manufacturers of kits
used by mechanics to rebuild carburetors may also be deemed to be competitors
of the Company.
The Company competes in a number of ways, including price, quality, product
performance, prompt order fill, service and warranty policy. The Company
believes its technical expertise in the niche product lines it sells has been
an important factor in enabling the Company to compete effectively.
ENGINEERING
Product engineers support each of the Company's main product lines.
Engineers participate in product planning, product line structuring,
cataloging and engineering of the Company's products and in developing
manufacturing processes. The primary activities of the product engineers
are in improving the quality of existing products, formulating specifications
and procedures for remanufactured products for use on makes and models of
vehicles for which they were originally designed, converting cores from
earlier makes and models for use on other makes and models and developing
specifications, supplies and procedures for remanufacturing newly introduced
products.
The engineers also design and build new tools, machines and testing
equipment for use in all the Company's plants, and develop specifications
for certain components manufactured by the Company for use in its
remanufacturing operations. The engineers design and test new methods of
reassembling components and cleaning parts and cores. The Company believes
such activities improve the Company's ability to serve the needs of its
customers.
The Company retains a Director of Quality Assurance who conducts periodic
quality audits of the Company's plants under its quality improvement program
to test product quality and compliance with specifications.
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local environmental laws
and regulations incidental to its business. The Company continues to modify,
on an ongoing basis, processes that may have an environmental impact.
Although management believes that the current level of environmental reserves
are adequate to satisfy the future compliance with the environmental laws,
the ultimate outcome of its environmental matters and potential insurance
settlements are undeterminable. Accordingly, there can be no assurance that
these reserves will be adequate. See Item 3, Legal Proceedings -
Environmental Matters for additional discussion.
-5-
EMPLOYEES
As of December 31, 2000, the Company employed approximately 422 persons,
including 56 salaried employees at corporate headquarters and plant
locations; and approximately 366 production, warehouse and maintenance
employees.
The Collective Bargaining Agreement between the Company and the International
Brotherhood of Electrical Workers at the Company's Pennsylvania facility was
renewed, for a three year term in November 1999, effective as of September
1, 1999. The contract was settled with wage increases granted over the life
of the agreement which comes up for renewal August 31, 2002.
Item 2. Properties
----------
Corporate headquaters occupies office space at the Hope Division Facility,
2005 West Avenue B, Hope, Arkansas. This facility houses the Company's
corporate office functions, including executive administration, finance,
and data processing.
The following table sets forth certain information with respect to each of
the Company's remanufacturing, warehousing and service facilities other than
the Corporate headquarters:
Warehouse Remanufacturing
Area Area
Location (Sq. Ft.) (Sq.Ft)
- ------------------------------- ------------ ----------------
OWNED:
Beech Creek, Pennsylvania 40,000 160,000
HELD UNDER INDUSTRIAL
REVENUE FINANCING ARRANGEMENTS:
- ------------------------------
Hope, Arkansas 55,000 221,000
LEASED:
- ------
Distribution Center
Oshawa, Ontario, Canada 3,400 -0-
The Company's plants are well maintained and are in good condition and
repair. A substantial portion of the machinery and equipment has been
designed by the Company for its particular purposes and, in many instances,
has been built by it.
-6-
Item 3. Legal Proceedings
-----------------
Environmental Matters:
1. Beech Creek, Pennsylvania Facility Soil and Groundwater Contamination
----------------------------------------------------------------------
In May 1991, the Pennsylvania Department of Environmental Protection (PADEP)
notified the Company that there was evidence of trichloroethylene and
trichloroethane in the soil, and possibly the groundwater under the Beech
Creek facility. Further, PADEP was concerned that the contamination had
migrated off site. PADEP demanded that the Company conduct an investigation
to determine the source and extent of the contamination, and perform any
required cleanup.
The Company retained a qualified environmental consultant to prepare a site
investigation plan. In June of 1992 PADEP approved the investigation plan.
The plan which included extensive soil testing and groundwater monitoring was
completed in 1995.
Cleanup commenced in 1995 at the Beech Creek plant. Cleanup activities
consist of the venting of volatile organic gases from soil, and the pumping
and treating of groundwater. While there are always uncertainties in
predicting future cleanup costs, recent experience has shown that the
maintenance and operation of the system has been approximately $20,000 per
year.
In November 1998, the Company submitted a plan to PADEP to monitor
groundwater and to stop operation of the remediation system under
Pennsylvania's "Act Two". The plan was approved in late 1999. Work on the
first phase of the plan was initiated in 2000 that is expected to allow
partial shutdown of the ground water treatment in 2002. The Company's
current consultant is unable to predict how long the remediation system
will have to operate.
The Beech Creek matter is a subject of the insurance carrier litigation (see
item 4 below).
2. Lawson Street, City of Industry, California Cleanup Proceedings, and
Puente Valley, California Superfund Proceeding
--------------------------------------------------------------------
The Company formerly operated a manufacturing facility at 825 Lawson Street,
City of Industry, California. In response to requirements imposed by the
Los Angeles Regional Water Quality Control Board (the "Los Angeles Board")
in letters dated March 27, 1992, and April 18, 1994, the Company, along with
another former lessee and a former owner of the Lawson Street property,
retained an environmental consultant to perform a site assessment of the
Lawson Street property. The site assessment, completed in July 1994,
revealed volatile organic compounds in the soil and shallow groundwater
beneath the Lawson Street property. A site assessment report was submitted
to the Los Angeles Board in 1995.
Cleanup commenced in early 1999 at the Lawson Street property. The cleanup
actvity consists of soil vapor extraction. As part of a settlement with Soto
Associates, the current owner of the property, the Company and two other
-7-
defendants to that action deposited a total of $423,000 into a remedition
escrow, which is believed to be sufficient funding for the cleanup. Under an
interim agreement, the Company paid one-third of this amount. If the cleanup
costs more than the remediation escrow amount, the current owner of the
property is solely responsible for the overuns.
The Company concluded a partial settlement with its insurance carriers
regarding the Company's liability for cleanup of the Lawson Street Site. Under
the terms of the settlement, the carriers paid $235,000 to the Company, and
received a release from the Company for cleanup costs at the Lawson Site.
The Lawson Street property is also located within the Puente Valley Operable
Unit of the San Gabriel Valley Superfund Site (the Puente Valley Site). The
Puente Valley Site is concerned with volatile organic compounds in the
regional aquifer. The Company and approximately 42 other potentially
responsible parties (PRP's) were parties to an Administrative Consent Order
with the United States Environmental Protection Agency (USEPA) pursuant to
which the PRP's undertook a remedial investigation/feasibility study (RI/FS)
of the Puente Valley Site. The RI/FS has been completed, and the USEPA has
issued a Record of Decision (ROD) identifying the preferred cleanup
alternative for the Puente Valley Site. The ROD estimates that the future
cleanup costs will be approximately $28,000,000.
It is too early to determine what amount of the cleanup costs the Company
may ultimately be liable for paying. Under the previous agreement for
sharing the costs of the RI/FS, the Company's share was 1.25%.
The Puente Valley, California Superfund matter is a subjuct of the insurance
carrier litigation (see item 4 below).
3. Spectron, Maryland Superfund Proceeding
---------------------------------------
On September 20, 1995, the United States Environmental Protection Agency
(USEPA) notified the Company (along with several hundred other companies)
of potential liability for response actions at the Spectron Superfund Site.
The USEPA letter asked the Company and the other PRPs to negotiate with
USEPA for their performance of a remedial investigation/feasibility study
at the Spectron Site.
In addition to the USEPA letter, the Company received a letter from a group
of other PRPs at the Site. Based on the allegations on the quantity of
materials sent to the site from the Company, the allegations on materials
sent to the Site by other PRPs, and the Steering Committee PRPs' prediction
of total costs of investigation and cleanup at the Site, the Company's share
of the liability is estimated at $160,000. This amount would be payable over
several years. In addition, the Steering Committee PRPs appear to be
planning on a de minimis settlement option. Settlement of the de minimis
settlement option would cost the Company an estimated $229,471 to $305,961,
depending on reopener provisions.
The Company has demanded defense and indemnity from its insurance carriers
for any liability at the Spectron Site and one of the carriers has settled
with the Company (see item 4.). The Company plans to vigorously pursue its
claims against other insurance carriers, if necessary. Further, the Company
believes that its former solvent supplier and waste solvent transporter
is responsible for a share of any liability the Company incurs for the
Site cleanup. The Company plans to pursue the transporter for the claim.
-8-
4. Litigating Against Insurance Carriers.
--------------------------------------
The Company had filed a complaint in Illinois State Court, in DuPage County,
against its insurance carriers for a declaration that the insurance carriers
are liable for all of the Company's investigation and cleanup costs at the
Beech Creek, City of Industry, Puente Valley site and Spectron site. The
Company entered into a Partial Settlement Agreement, in 1995 and 1998, with
certain primary insurance carriers, whereby those carriers paid the Company a
significant percentage of its past defense and investigation costs at the
Beech Creek, City of Industry, Spectron, and Puente Valley sites.
The Company concluded settlement in late 1998 with its insurance carriers
regarding the Company's liability for cleanup of the Lawson street site.
The Company dismissed the litigation, without prejudice with regard to the
insurance carriers' liability for Puente Valley, or any other site, with
the right to refile it at any time.
5. Asbestos Litigation.
--------------------------------------------------
In 1999 and 2000, the Company was one of numerous defendants named in
suits for personal injuries caused by exposure to products containing
asbestos. The Company put its insurance carriers on notice and its
attorneys have filed answers denying the allegations in the Complaints.
Some of the Company's insurance carriers have agreed to defend the Company,
under a reservation of rights.
While it is not possible to predict the course these cases may take in the
future, the Company has been successfully dismissed from four of these cases
in recent months.
Summary:
While the Company has established reserves of $690,000 for potential
environmental liabilities that it believes to be adequate, there can be no
assurance that the reserves will be adequate to cover actual costs incurred
or that the Company will not incur additional environmental liabilities in
the future.
Item 4. Submission of Matters to a Vote of Shareholders
-----------------------------------------------
None
-9-
PART II
Item 5. Market for the Company's Common Shares and Related
Shareholder Matters
--------------------------------------------------
The Company's Common Shares are traded over the counter on the NASD
Electronic Bulletin Board under the symbol "CREB.OB". As of March 15, 2001,
there were 648 holders of record of the Company's Common Shares. This
number does not include beneficial owners of Common Shares whose shares
are held in the name of banks, brokers, nominees or other fiduciaries.
The information appearing in the following table on the range of high and
low trade prices for the Company's Common Shares was obtained from NASDAQ
quotations provided in the OTC Market Report published by the National
Quotation Bureau. Such high and low bids reflect interdealer prices,
without retail mark-up, markdown or commission and may not necessarily
represent actual transactions.
Year Ended Year Ended
December 31, 2000 December 31, 1999
Low High Low High
Bid Bid Bid Bid
------ ------ ------ ------
1st Quarter 0.53 0.75 0.50 0.97
2nd Quarter 0.78 1.00 0.63 0.97
3rd Quarter 0.56 0.91 0.51 1.06
4th Quarter 0.36 0.66 0.53 1.06
Under the Company's amended and restated credit agreement, the Company is
not permitted to pay dividends. The Company did not pay any dividends in the
years ended December 31, 2000 and December 31, 1999.
Only for purposes of the calculation of aggregate market value of the
Common Shares held by non-affiliates of the Company as set forth on the
cover page of this report, the Common Shares held by Dana Corporation, RGP
Holding, Inc., the Company's Employee Stock Ownership Plan, and shares held
by members of the families of the children of Elizabeth Gross, the mother of
two of the Company's directors, were included in the shares held by
affiliates. Certain of such persons and entities may not be affiliates.
-10-
Item 6. Selected Financial Data
-----------------------
(in thousands, except per share data)
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Net Sales $ 22,245 $ 28,567 $ 26,442 $ 24,165 $ 27,556
Costs and Expenses:
Oper. costs & other(net) 20,904 25,329 24,588 23,948 27,527
(Gain) on disposal
of assets (Note 1) (26) -0- (277) -0- -0-
(Gain) on sale of
investment (Note 4) (753) -0- -0- -0- -0-
Interest - net 556 539 865 973 1,489
-------- -------- -------- -------- --------
Total Expenses 20,681 25,868 25,176 24,921 29,016
Income/(Loss)
Before Inc. Taxes &
Extraordinary Gain 1,564 1,699 1,266 (756) (1,460)
Income Taxes 100 27 42 -0- 7
-------- -------- -------- -------- --------
Income/(Loss) Before
Extraordinary Gain 1,464 1,672 1,224 (756) (1,467)
Extraord. Gain (Note 2) -0- 59 279 596 -0-
-------- -------- -------- -------- --------
Net Income/(Loss) $ 1,464 $ 1,731 1,503 $ (160) $ (1,467)
======== ======== ======== ======== ========
Average Common Shares
Outstanding and Common
Share Equivalent
Basic 3,655 3,655 3,655 3,655 3,655
Diluted 3,689 3,687 3,655 3,655 3,655
Basic Earnings per Common Share:
Net Income/(Loss)
From Operations Before
Extraordinary Gain Per
Common Share $ 0.40 $ 0.45 $ 0.33 $ (0.21) $ (0.40)
-------- -------- -------- -------- --------
Extraordinary Gain Per
Common Share $ 0.00 $ 0.02 $ 0.08 $ 0.16 $ -0-
-------- -------- -------- -------- --------
Net Income/(Loss)
Per Common Share: $ 0.40 $ 0.47 $ 0.41 $ (0.05) $ (0.40)
-------- -------- -------- -------- --------
-11-
Item 6. Selected Financial Data (Continued)
-----------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Diluted Earnings per Common Share:
Net Income/(Loss)
From Operations Before
Extraordinary Gain Per
Common Share $ 0.40 $ 0.45 $ 0.33 $ (0.21) $ (0.40)
-------- ------- -------- -------- --------
Extraordinary Gain Per
Common Share $ 0.00 $ 0.02 $ 0.08 $ 0.16 $ -0-
-------- ------- -------- -------- --------
Net Income/(Loss) Per
Common Share $ 0.40 $ 0.47 $ 0.41 $ (0.05) $ (0.40)
-------- ------- -------- --------- --------
At Year-End:
Total assets $ 18,840 $ 19,575 $ 17,319 $ 17,276 $ 19,666
Long-Term Obligations $ 5,713 $ 6,076 $ 6,263 $ 2,377 $ 43
(Note 4)
NOTES:
Note 1: Included in the 2000 disposal of assets is a $26,000 gain from the
sale of tooling. In 1998, the Company recorded a $265,000 gain on
the sale of the Ft. Worth Texas property. This gain is included
in gain on disposal of assets.
Note 2: In 1999, an extraordinary gain of $59,000 was reported which
resulted from a creditor debt restructuring settlement. An
extraordinary gain was reported in 1998 which consisting of a
$187,000 net gain from the forgiveness of prior loans and fees
by lenders plus a $92,000 gain from creditor debt restructuring
settlements. In 1997,the Company reached a composition agreement
with approximately 90% of its unsecured creditors with past due
balances of $3.4 million. As a result of this settlement, an
extraordinary gain of $596,000 was reported in 1997.
Note 3: In 1997 and 1996 long-term obligations do not reflect amounts due
on the bank credit agreement and other maturities because they were
treated as short-term obligations. In August of 1998, the $1.3
million of the $1.5 million Industrial Revenue Bond, previously
reported as a short-term obligation, was reclassified as long-term
debt due to the bank refinancing (See Note 4, to the Consolidated
Financial Statements).
Note 4: The Company realized a gain of $753,000 resulting from the sale of
the Company's 50% interest in an automotive engine remanufacturer
which had been accounted for using the equity method. The gain
reflects net proceeds realized after legal, other fees and reversals
of foreign translation adjustments, and the reserves that guaranteed
the bank loans.
-12-
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
-------------------------------------------------
RESULTS OF OPERATIONS
2000 Compared to 1999
Net sales for the year 2000 were $22.3 million versus 1999 net sales of
$28.6 million, reflecting an overall decrease of $6.3 million, or 22.1%.
This decline in net sales is primarily attributed to substantially lower
carburetor net sales. Carburetor sales in 1999 included unusually large
new stocking orders for retail stores acquired by the Company's two large
retail customers that were not repeated in 2000. Sales of other automotive
products also declined, reflecting soft orders from an O.E.M. customer in
electrical and water pump product lines. Sales of heavy-duty starters,
alternators, generators and water pumps to agricultural equipment customers
increased modestly over 1999, up 5.2%. Constant velocity assembly sales for
2000 were essentially level compared to 1999.
Total product and core returns, which are reflected in reductions to net
sales, were 24.6% and 22.8% of gross sales in 2000 and 1999, respectively.
Product returns did not drop in proportion to the gross sales decline
accounting for the percentage point increase over 1999. The Company has a
customer product return policy to control product and core returns. It
has also established reserves against expected future declining core values.
However, there can be no assurance that these reserves will be adequate.
The Company's primary product line is remanufactured carburetors, which
accounted for 66% of 2000 net sales compared to 70% and 73%, in 1999 and
1998, respectively. The Company's main distribution channel is through two
large retailers which accounted for 99% of the 2000 net carburetor sales
compared to 99% of the 1999 and 94% of the 1998 net carburetor sales. The
balance of the carburetor sales were to original equipment aftermarket
customers and traditional warehouse distributors. The loss of a major retail
customer would have a material adverse effect on the Company's financial
condition and results of operations.
Since the mid-1980's carburetors have not been installed in new vehicles
sold in the United States due to the increased use of fuel injection systems.
However, the Company continues to sell replacement units for older vehicles,
many of which use carburetors. Overall carburetor sales are declining in the
U.S. market. The Company believes that the retail carburetor sales and the
traditional warehouse/distributor sales will continue to decrease in the near
future. Factors contributing to this trend include the overall decline in
demand in the parts aftermarket, consolidation of traditional warehouse/
distributor channels, price competitiveness and traditional warehouse/
distributor's desire to limit their investment in the carburetor product line.
The Company has introduced various marketing programs in recent years such as
an overnight delivery program, to enhance sales to traditional distributors.
Cost of products sold were 83.6%, of net sales for 2000 as compared to 83.0%,
for 1999. Although actual spending decreased, the significant decline in net
sales negatively impacted relatively fixed manufacturing overhead spending.
Selling, distribution and administrative expenses were $2,391,000, or 10.7%
of net sales for 2000, compared to $2,704,000, or 9.5% of net sales in 1999.
The dollar decrease over 1999 reflects reduced distribution costs due to the
-13-
lower sales volume, lower selling expenses and lower administrative spending
at both operations combined with the reduction in Corporate overhead realized
by moving the Corporate headquarters to the Hope facility.
Net non-operating income of $308,000 in 2000 was $761,000 greater than 1999
expenses of $453,000. Primarily accounting for this substantial increase
versus 1999 was a net gain of $753,000 resulting from the sale of the
Company's 50% interest in an automotive engine remanufacturer, which had been
accounted for using the equity method. The gain reflects net proceeds
realized after legal, other fees, and reversals of foreign translation
adjustments and the reserves that guaranteed the bank loans.
The Company did not record a deferred tax asset on the 2000 and 1999 income
amounts due to uncertainties over the realization of tax loss carry forwards.
The Company reported net income before extraordinary gains of $1,464,000
in 2000 versus $1,672,000 in 1999. The $208,000, or 12.4%, decline from
1999 principally reflects the $6.3 million decrease in net sales volume and
resultant $896,000 drop in operating income for the reasons mentioned
earlier. The net gain of $753,000 from the sale of the 50% owned Canadian
subsidiary also offset part of the net income shortfall versus 1999.
In 1999, an extraordinary gain of $59,000 was reported which resulted from
a creditor debt restructuring settlement.
1999 COMPARED TO 1998
Net sales for 1999 of $28.6 million were 8.3% higher than 1998 net sales of
$26.4 million. The higher sales reflect an increase in carburetor business
with existing customers, increased heavy-duty electrical product sales to a
new agricultural original equipment customer, and improved sales of domestic
electrical and water pump sales to an O.E.M. customer. Partially offsetting
these increases were lower heavy-duty electrical product sales reflecting
soft orders from an O.E.M. customer.
The Company's primary product line is remanufactured carburetors, which
accounted for 70% of 1999 net sales compared to 73% and 67%, in 1998 and
1997, respectively. The Company's main distribution channel is through two
large retailers which accounted for 99% of 1999 net carburetor sales compared
to 94% in 1998 and 84% in 1997. The balance of the carburetor sales were to
O.E.M. aftermarket customers and traditional warehouse distributors.
Reflected in net sales are deductions for product and net core returns, which
were 22.8% and 23.8% of total sales in 1999 and 1998, respectively. The lower
return percentage in 1999 is a function of the decrease in product return
volume in proportion to the sales increase. The Company has a customer
product return policy to control product and core returns. It has also
established reserves against expected future declining core values. However,
there can be no assurance that these reserves will be adequate.
Cost of products sold was 83% of net sales in 1999 and 84% in 1998. This
decrease in resulted from cost reductions achieved in manufacturing overhead.
Selling, distribution and administration expenses in 1999 were $2.7 million,
or 8%, higher than 1998 expenses of $2.5 million. The principal reason
for the improvement was higher distribution spending and increased sales
commissions as a result of the higher sales.
-14-
Net non-operating expenses of $453,000 in 1999 were $56,000, or 11%, lower
than 1998 expenses of $509,000. Primarily accounting for this reduction is
lower interest expense, which declined $326,000 in 1999 versus 1998. The
decline in interest expense reflects a lower average borrowing level combined
with lower interest and fees under the new loan facility, which was in effect
for the entire year versus five months in 1998. There were no gains recorded
from the sale of assets in 1999. In 1998 there was a gain of $277,000 which
reflects the $265,000 gain on the disposal ofthe Ft. Worth Texas property.
The Company did not record a deferred tax asset on the 1999 and 1998 income
amounts due to uncertainties over the realization of tax loss carry forwards.
The Company reported a net income of $1,731,000 after an extraordinary gain
of $59,000 versus a net income in 1998 of $1,503,000 after an extraordinary
gain of $279,000. Without the inclusion of the extraordinary gain in both
years, the result of operations was an increase in net income of $448,000, or
36.6%, to $1,672.000 in 1999 as compared to net income of $1,224,000 in 1998.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
Net working capital at December 31, 2000 was a positive $2,669,000,
compared to a positive $864,000 at the end of 1999. The $1.8 million
increase in working capital over 1999 is principally a result of a
$208,000 decrease in current assets from 1999 levels, combined with a
decrease in current liabilities of $2.0 million. The reduction of current
liabilities reflects decreases in accounts payable (down $661,000 due to
lower spending) and accrued expenses (down $1.7 million principally due to
accrual reductions for workers'compensation, subsidiary loan guarantees and
sales deduction reserves).
Net trade accounts receivable at December 31, 2000 were $4,338,000,
or $918,000 higher versus the year-end 1999 balance of $3,420,000.
The higher amount of net trade receivables reflects slower payments by a
large customer. Miscellaneous receivables at December 31, 2000 were
$1,053,000 versus $471,000 in 1999 with the increase due entirely to the
$868,000 receivable resulting from the sale of the 50% owned Canadian
subsidiary company.
Net inventories of $8,587,000 at December 31, 2000, were lower by $653,000
compared to year-end fiscal 1999 balance of $9,240,000. Reductions were
achieved in the work-in-process and finished goods inventory categories
which more than offset an increase in raw materials inventories reflecting
higher parts and raw core inventories for the ramp-up of carburetor
production at the Hope facility.
Accounts payables at December 31, 2000 of $6,433,000 were $661,000 lower
than year-end 1999. The decrease primarily reflects lower payables for raw
materials inventory purchases at December 31, 2000.
Accrued expenses at December 31, 2000 of $ 3.7 million were $1.7 million
lower than year-end 1999 because of reductions of excess accruals
relating to workers compensation reserves (reflecting favorable claims
settlements), loan guarantee reserves(relating to sale of 50% owned
subsidiary), and to sales deduction accruals which were predicated primarily
on carburetor sales estimates which have declined substantially from 1999.
-15-
DEBT
The amount available under the Company's credit facility varies in
relationship to collateral values, up to a maximum amount of $8.5 million
including letter of credit accommodations of $2,200,000. At December 31,
2000 the balance outstanding on the Company's loan facility was $3,916,000
and letter of credit accommodations were $1,370,000. This compares to a
loan balance at December 31, 1999 of $3,424,000 and accommodations of
$1,993,000.
On February 8, 2001, the Company entered into a new credit facility with
Congress Financial Corporation (Southern), a subsidiary of First Union Bank.
Maximum credit available under the new facility is $14,000,000, including
letter of credit accommodations of $1,750,000, and term loans totaling
$2,913,000 on fixed assets and real properties. Interest rates on the new
facility are for revolving debt, prime plus 3/4 %, for term debt, prime plus
1%, and for letters of credit 2% per annum on the daily outstanding balance.
In addition to the bank debt, the Company has $700,000 of Industrial
Revenue Bonds (IRB's), that are due on December 1, 2001.
FUTURE OUTLOOK
The Company announced in March that it is considering the consolidation
of its manufacturing facilities. While a final decision has not been made,
management is evaluating alternatives and has solicited input from all
employees. Regardless of the outcome, management will continue aggressive
cost-cutting measures.
The Company has decided to close its distribution center in Fresno,
California. The operation will be shut down effective March 30, 2001.
In addition to consolidating and improving existing operations, management
is aggressively pursuing new products and markets that will replace declining
sales of carburetors in traditional market segments. This includes internal
product development as well as acquisition of new product line opportunities.
The Company's new $14 million credit facility with Congress Financial will
help to provide the capital to accommodate growth and acquisitions.
FACTORS WHICH MAY AFFECT FUTURE RESULTS
This annual report contains forward-looking statements that are subject
to risks and uncertainties, including but not limited to the following:
The Company expects the existing over-capacity in the automotive aftermarket
and consolidation within its distribution channels to cause continued selling
price pressure for the foreseeable future. The present competitive
environment is causing change in traditional aftermarket distribution
channels resulting in volume retailers gaining additional market presence at
the expense of traditional warehouse/distributors. In response, the Company
has attempted to diversify its customer base and currently serves all major
segments, including automotive warehouse distributors and jobbers, original
equipment manufacturers of automotive equipment and large volume automotive
retailers. The anticipated decline in carburetor product sales over the
longer term will impact future results. The Company will seek to offset this
impact through development of niche product markets, new product development,
-16-
improvements in its manufacturing processes and cost containment with a
strong focus on capacity utilization. There is no assurance that the
Company's efforts will be successful.
The Company's six largest customers accounted for an aggregate of 98% of the
Company's net sales in 2000 with the three largest customers aggregating 88%
of the total. Given the Company's current financial condition and its
manufacturing cost structure, a reduction in the level of sales or the loss
of a large customer would have a materially adverse impact on the Company's
financial condition and results of operations.
While the Company has established reserves for potential environmental
liabilities that it believes to be adequate, there can be no assurance
that the reserves will be adequate to cover actual costs incurred or that
the Company will not incur additional environmental liabilities in the
future. See "Legal Proceedings" for additional information.
Accordingly, actual results may differ materially from those set forth in
the forward-looking statements.
RECENT AACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards "SFAS" No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments and hedging activities. It
requires that an entity recognizes all derivatives as either assets or
liabilities in the statement of financial position and measures these
instruments at fair market value. SFAS No. 133 has been amended by SFAS
No. 137 and No. 138, which delayed the effective date to periods beginning
after June 15, 2000. The Company, to date, has not engaged in dollar
derivative and hedging activities. Accordingly the adoption of the new
standard on January 1, 2001 did not materially affect the Company's
gross margins.
During 2000, the Emerging Issues Task Force (EITF) issued policy decision
00-10, "Accounting for Shipping and Handling Fees and Costs" requiring
companies to record as revenue all amounts billed to customers for shipping
and handling. The classification of related shipping and handling costs,
while not permitted to be netted against revenues, is an accounting policy
decision required to be disclosed. In accordance with EITF 00-10, shipping
and handling costs incurred by the Company have always been included in cost
of sales. This guidance did not have a material effect on the Company's
gross margins.
Item 7a. Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------
The Company's management believes that fluctuations in interest rates in the
near term would not materially affect the Company's consolidated operating
results, financial position or cash flows as the Company has limited risks
related to interest rate fluctuations.
-17-
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The financial statements and supplementary data called for by this item are
listed in the accompanying table of contents for consolidated financial
statements and financial statement schedule and are filed herewith.
Item 9. Changes in and Disagreements with Accountants and Accounting and
Financial Disclosure
----------------------------------------------------------------
Not Applicable
-18-
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------
(a) Directors and Executive Officers of Registrant
Persons elected as directors of the Company hold office until
the next annual meeting of shareholders at which directors are
elected.
The by-laws of the Company provide that officers shall be
elected by the board of directors at its first meeting after
each annual meeting of shareholders, to hold office until
their successors have been elected and have qualified.
Served as
Director
Name (Age) Directors, Affiliation Since
- ---------------------- ----------------------------------- ---------
John R. Gross (69) Owner, Chaney Auto Parts,Inc., 1966
Crest Hill, Illinois
Raymond Gross (62) Vice President, Erecta Shelters, 1968
Inc., Ft. Smith, Arkansas
Gary S. Hopmayer (61) Managing Director, Fox & Obel Food 1987
Market, Chicago, Illinois
Barry L. Katz (49) President and General Counsel, 1993
Belmont Holdings Corp.
Edward R. Kipling (69) Retired 1987
Raymond G. Perelman (83) Chairman of the Board and Chief 1988
Executive Officer, RGP Holding, Inc.
and Belmont Holdings Corp.,
Wilmington, Delaware
Name (Age) Officers of the Company
- ---------------------- -----------------------
Jerry A. Bragiel (49) President and CEO of the Company
Richard W. Simmons (58) Vice President Finance, CFO and
Secretary of the Company
Jerry A. Bragiel joined the Company in May 1997 as President and CEO of the
Company. He held the positions of General Manager and Vice President of
Business Development of IPM Products Corporation from 1994 to 1997. Prior to
1994, Mr. Bragiel had 20 years of employment with the Company in various
capacities. His final position prior to his resignation from the Company in
1994 was Vice President and General Manager of Operations.
-19-
Richard W. Simmons joined the Company in April 1996 as Division Controller of
the Hope Facility. In August 1998, he was promoted to Corporate Controller
and was elected Secretary of the Corporation in January 1999. In March of
2000, he was promoted to Vice President Finance and Chief Financial Officer
of the Corporation. Mr. Simmons held the position of Vice President of
Finance with the New West Group of Winsloew Furniture, Inc. prior to joining
the Company. He has been the CFO of several corporations and has nine years
experience in the remanufacturing industry.
John R. Gross is the owner of Chaney Auto Parts, Inc., a retailer of auto
parts. John R. Gross is the brother of Raymond F. Gross.
Raymond F. Gross has been the Vice President of Erecta Shelters Inc., a
manufacturer and distributor of metal buildings, since 1985. He has also
been a consultant to the Company since June 1984. Prior to June 1984 he
was a Vice President of the Company. Raymond F. Gross is the brother of
John R. Gross.
Gary S. Hopmayer is founder and Managing Director of Fox & Obel Food Market,
a privately owned specialty food market located in Chicago, Illinois. Prior
to this position he was President of Original American Scones, Inc., a
privately owned specialty baker, and he has also been President of Mega
International, Inc. a manufacturer and distributor of automotive electrical
parts.
Barry L. Katz has served as a director of the Company since December 1993.
From December 16, 1992 to January 19, 1993 he held the position of Senior
Vice President of the Company. Since 1993 Mr. Katz has been President and
General Counsel for RGP Holding, Inc., and was its Senior Vice President and
General Counsel since May 1992. Since 1994 Mr. Katz has been President and
General Counsel for Belmont Holdings, Corp., a Company with subsidiaries
operating mining and processing businesses.
Edward R. Kipling was Vice President and General Manager of the Rayloc
Division of Genuine Parts Company, a remanufacturer of automotive parts, for
more than five years prior to January 1987, and has since been retired.
Raymond G. Perelman had served as Chairman of the Board from December 16,
1992 until November 1995 and was President and Chief Executive Officer from
December 16, 1992 to January 19, 1993. He has been Chairman of the Board of
RGP Holding, Inc., a privately held holding Company, since May 1992. Since
1994, Mr. Perelman has been Chairman of the Board and CEO of Belmont Holdings
Corp., a company with subsidiaries operating mining and processing
businesses.
-20-
(b) Arrangements Concerning the Board of Directors
Directors received a fee of $10,000 for service as a director during the
Company's fiscal year ended December 31, 2000. In addition, directors are
reimbursed for their reasonable travel expenses incurred in attending
meetings and in connection with Company business.
The Company has an indemnification agreement with each director of the
Company that provides that the Company shall indemnify the director against
certain claims that may be asserted against him by reason of serving on the
Board of Directors.
Messrs. Hopmayer and Kipling were originally nominated to serve as directors
pursuant to a Stock Purchase Agreement dated March 18, 1987 between the
Company and Echlin Inc. See "Ownership of Voting Securities" below for
additional information concerning Echlin Inc.
Mr. Katz serves as a director at the request of Mr. Perelman and pursuant
to an agreement between Mr. Perelman, RGP Holdings, Inc. and the Company.
(See Item 12, Note 2 regarding this agreement).
ITEM 11. EXECUTIVE COMPENSATION
----------------------
(a) Executive Officer Compensation and Arrangements
Executive Compensation:
The following table sets forth information with respect to all compensation
paid to the Company's Chief Executive Officer. There were no other
executives whose compensation exceeded $100,000 for services rendered in all
capacities to the Company, during 2000.
Long Term Compensation
Annual Compensation Awards Payout
----------------------- -----------------------------
Rest-
Other ricted Secur. All
Name and Annual Stock Under. LTIP Other
Principal Year Salary Bonus Comp.(1) Awards Opt/SAR Payouts Comp.
Position No. $ $ $ $ # $ $
- ---------------- ---- ------- ------ ----- ----- ------- ----- -----
Jerry A. Bragiel 2000 213,881 -0- -0- -0- -0- -0- -0-
President and
Chief Executive 1999 206,410 -0- -0- -0- -0- -0- -0-
Officer (Note 2)
1998 180,773 39,210 -0- -0- -0- -0- -0-
(1) The amounts are below threshold reporting requirements
(2) Mr. Bragiel was hired as President and CEO in May 1997.
-21-
Executive Compensation (Continued)
Mr. Bragiel has a severance compensation agreement with the Company that
provides for severance pay equal to six months salary following termination
from the Company.
The by-laws of the Company provide that officers shall be elected annually
by the board of directors at its first meeting after each annual meeting of
shareholders, to hold office until their successors have been elected and
have qualified.
The Company also has an indemnification agreement with each officer of the
Company that provides that the Company shall indemnify the officer against
certain claims, which may be asserted against him by reason of serving as
an officer of the Company.
The following table provides certain information with respect to the number
and value of unexercised options outstanding as of December 31, 2000.
(No options were exercised by the named executive officer during 2000.)
Aggregated 2000 Option Exercises and December 31, 2000 Option Values:
Number of
Securities Value of
Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Value Options Options
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
- -------------------- -------- ---------- ---------------- -------------
Jerry A. Bragiel, CEO -0- -0- 100,000/25,000 $6,300/$1,600
Officer & Managers -0- -0- 12,800/51,200 $0/$0
Compensation Committee Interlocks and Insider Participation
Messrs. Perelman, Kipling and John R. Gross presently serve as members of
the Compensation Committee. None of these members was an officer or employee
of the Company, a former officer of the Company requiring disclosure under
Item 404 of SEC Regulation S-K during 2000. See Item 13 "Certain
Relationships an Related Transactions" below for a discussion of a
transaction involving a Director of the Company.
(b) Director Compensation Arrangements
----------------------------------
Information regarding director compensation is set forth under Item 10(b)
above.
-22-
Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
----------------------------------------
The following tabulation shows, as of December 31, 2000, (a) the name,
address and Common Share ownership for each person known by the
Company to be the beneficial owner of more than five percent of the
Company's outstanding Common Shares, (b) the Common Share ownership
of each director, (c) the Common Share ownership for each executive officer
named in the compensation table, and (d) the Common Share ownership for
all directors and executive officers as a group.
Number of Common
Shares Beneficially Percent of Common
Beneficial Owner Owned (Note 1) Shares Outstanding
- --------------------------- ------------------- ------------------
RGP Holding, Inc.
Wilmington, Delaware 696,600 (2) 19.1% (2)
Dana Corporation
100 Double Beach Road
Branford, Connecticut 600,000 (3) 16.4% (3)
John R. Gross
Director (6) 115,212 3.2%
Champion Parts, Inc.
Employee Stock Ownership Plan
Hope, Arkansas 40,381 (3) 1.1% (4)
Raymond F. Gross
Director 31,164 *
Gary S. Hopmayer
Director (3) - -
Barry L. Katz
Director (2) 250 *
Edward R. Kipling
Director (3) 2,000 *
Raymond G. Perelman,
Director 696,600 (2) 19.1% (2)
Jerry A. Bragiel
President and CEO 13,984 *
Richard W. Simmons 4,000 *
V.P. Finance, CFO & Sec.
All directors and executive
officers as a group(5) 863,210 23.6%
* Not greater than 1%
-23-
Item 12. (Continued)
(1) Information with respect to beneficial ownership is based on information
furnished to the Company or contained in filings made with the Securities and
Exchange Commission.
(2) RGP Holding, Inc. is indirectly controlled by Mr. Perelman. Pursuant to
an agreement between the Company, Mr. Perelman and RGP Holding, Inc. dated
September 20, 1993 and amended October 9, 1995, Mr. Perelman and RGP granted
to the proxy holders appointed by the Board of Directors of the Company the
proxy to vote all shares beneficially owned by them, including shares held by
any affiliates (the "Perelman Shares"), for the election of certain nominees.
Mr. Perelman and RGP have also agreed, among other things, not to solicit
proxies in opposition to such nominees.
(3) All shares owned by Dana Corporation ("Dana") are subject to a Stock
Purchase Agreement dated March 18, 1987 between the Company and Echlin Inc.
which was acquired by Dana in 1999. Under the Stock Purchase Agreement,
Dana Corporation, may vote its shares at its discretion. During the fiscal
year ended December 31, 19998, the Company did not purchase or sell any
components used in the remanufacture of automotive parts to Dana.
Messrs. Hopmayer and Kipling were nominated as directors pursuant to the
Stock Purchase Agreement.
(4) Mr. Jerry A. Bragiel votes shares held by this plan as trustee.
Employees participating in the Stock Ownership Plan are entitled to direct
the trustees as to the voting of shares allocated to their accounts.
Unallocated Stock Ownership Plan shares will be voted in the same manner,
proportionately, as the allocated Stock Ownership Plan shares for which
voting instructions are received from employees. For more information
concerning the ownership and voting of shares held by the Stock Ownership
Plan and the trustees, see note (5) below.
(5) Does not include 40,381 shares allocated to the accounts of employees
other than executive officers under the Stock Ownership Plan. Each of the
participants in the Stock Ownership Plan is entitled to direct the trustees
as to the voting of shares allocated to his or her account.
(6) As of December 31, 1999 Elizabeth Gross, her children and members of
their immediate families beneficially owned 200,000 Common Shares, or
approximately 5.5% of the Common Shares outstanding. John R. Gross and
Raymond F. Gross, children of Elizabeth Gross, are directors of the Company.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
In 2000, a Director of the Company was paid $18,000 for legal fees incurred
by him and the Company for which the Company had a contractual reimbursement
obligation. At December 31, 2000, an outstanding amount of $97,000 is still
owed to the Director.
-24-
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
----------------------------------------------------------------
(a) Consolidated Financial Statements and Schedule and Exhibits:
(1. And 2.) The consolidated financial statements and schedule
listed in the accompanying table of contents for consolidated
financial statements are filed herewith.
(3.) The exhibits required by Item 601 of Regulation S-K are
listed in the exhibit index, which follows the consolidated
financial statements and financial statement schedule and
immediately precedes the exhibits filed. Pursuant to Regulation
S-K, Item 601(b)(4)(iii),the Company has not filed with Exhibit
(4) any instrument with respect to long-term debt (including
individual bank lines of credit, mortgages and instruments
relating to industrial revenue bond financing) where the total
amount of securities authorized thereunder does not exceed 10%
of the total assets of the Registrant and its subsidiaries on a
consolidated basis. The Company agrees to furnish a copy of
each such instrument to the Securities and Exchange Commission
on request.
(b) Reports on Form 8-K: None
-25-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CHAMPION PARTS, INC.
Date: March 31, 2001 By: /s/ Richard W. Simmons
-------------- ---------------------------
Richard W. Simmons
Vice President Finance, CFO
and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons have signed this report below on March 31, 2000.
By: /s/ Jerry A. Bragiel By: /s/ Gary S. Hopmayer
- --------------------------------- --------------------------
Jerry A. Bragiel, President & CEO Gary S. Hopmayer, Director
By : /s/ Raymond G. Perelman By: /s/ Edward R. Kipling
- ------------------------------ ---------------------------
Raymond G. Perelman, Director Edward R. Kipling, Director
By : /s/ Barry L. Katz By: /s/ Raymond F. Gross
- ----------------------------- -----------------------------
Barry L. Katz, Director Raymond F. Gross, Director
By: /s/ John R. Gross
- -----------------------------
John R. Gross, Director
-26-
CHAMPION PARTS, INC. AND SUBSIDIARIES
Consolidated Financial Statements and Financial Statement Schedule comprising
Item 8 and Items 14(a)(1) and (2) for the Years Ended December 31, 2000,
December 31, 1999, and December 27, 1998 and Report of Independent Certified
Public Accountants.
-27-
CHAMPION PARTS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page
Report of Independent Certified Public Accountants 29
Consolidated Financial Statements (Item 14(a)(1)):
The following consolidated financial statements of
Champion Parts, Inc. and subsidiaries are included
in Part II, Item 8:
Consolidated balance sheets - December 31, 1999 and
December 27, 1998 30-31
Consolidated statements of operations - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 32-33
Consolidated statements of stockholders'
equity/(deficit) - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 34
Consolidated statements of Comprehensive Income
(Loss) - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 35
Consolidated statements of cash flows - years ended
December 31, 1999, December 27, 1998 and December 28, 1997 36-37
Notes to consolidated financial statements 38-54
Consolidated Financial Statement Schedule (Item 14(a)(2)):
Schedule II - Valuation and qualifying accounts 55
Exhibit Index 56-57
All other schedules are omitted because they are not applicable, not required,
or because the required information is included in the consolidated financial
statements or notes thereto.
-28-
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of
Champion Parts, Inc.
Hope, Arkansas
We have audited the accompanying consolidated balance sheets of Champion
Parts, Inc. and Subsidiaries as of December 31, 1999 and December 27, 1998
and the related consolidated statements of operations, stockholders' equity
(deficit), comprehensive income (loss) and cash flows for each of the three
years in the period ended December 31, 1999. We have also audited the
accompanying Schedule II, "Valuation and Qualifying Accounts." These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements and schedule. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements
and schedules. We believe that our audits provide a reasonable basis for
our opinion.
As described in Note 10, 88% of the Company's sales in the year ended
December 31, 2000 are concentrated in three customers. A reduction in the
level of sales to or the loss of one or more of these customers could have a
material adverse effect on the Company's financial condition and results of
operations.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Champion
Parts, Inc. and Subsidiaries at December 31, 2000 and December 31, 1999 and
the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States.
Also, in our opinion the schedule presents fairly, in all material respects,
the information set forth therein.
/s/ BDO Seidman, LLP
Chicago, Illinois
March 19, 2001
-29-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2000 December 31, 1999
----------------- -----------------
ASSETS
CURRENT ASSETS:
Cash $ 691,000 $ 1,330,000
Accounts receivable, less allowance
for uncollectible accounts of
$207,000 and $337,000 in 2000 and
1999, respectively 4,338,000 3,891,000
Miscellaneous receivables 1,053,000 471,000
Inventories 8,587,000 9,240,000
Prepaid expenses and other assets 290,000 335,000
Deferred income tax asset 42,000 413,000
---------- ----------
Total current assets 15,001,000 15,209,000
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land 197,000 197,000
Buildings 7,837,000 7,834,000
Machinery and equipment 12,995,000 13,042,000
---------- ----------
Gross property, plant & equipment 21,029,000 21,073,000
Less: Accumulated depreciation 17,190,000 16,726,000
---------- ----------
Net property, plant & equipment 3,839,000 4,347,000
---------- ----------
OTHER ASSETS -0- 19,000
---------- ----------
TOTAL ASSETS $ 18,840,000 $ 19,575,000
========== ==========
The accompanying notes are an integral part of these statements.
-30-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND
STOCKHOLDERS' EQUITY/(DEFICIT)
December 31, 2000 December 31, 1999
----------------- -----------------
CURRENT LIABILITIES:
Accounts payable $ 6,433,000 $ 7,094,000
Accrued expenses:
Salaries, wages and employee benefits 612,000 634,000
Other accrued expenses 3,699,000 5,418,000
Taxes other than income 95,000 106,000
Current maturities of long-term debt:
Current maturities - term notes 601,000 601,000
Current maturities - Vendor debt 192,000 192,000
Current maturities - IRB Loan 700,000 300,000
---------- ----------
Total current liabilities 12,232,000 14,345,000
---------- ----------
DEFERRED INCOME TAXES 42,000 351,000
---------- ----------
LONG-TERM DEBT:
Long-term notes payable - revolver 2,313,000 1,220,000
Long-term notes payable - term notes 1,003,000 1,603,000
Long-term notes payable - Vendors 2,398,000 2,553,000
Industrial Revenue Bond (IRB) -0- 700,000
---------- ----------
Total long-term debt 5,713,000 6,076,000
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock - No par value;
authorized, 10,000,000 shares:
issued and outstanding, none -0- -0-
Common stock - $.10 par value;
authorized, 50,000,000 shares:
issued and outstanding, 3,655,266 366,000 366,000
Additional paid-in capital 15,578,000 15,578,000
(Accumulated deficit) (15,191,000) (16,655,000)
Accumulated other comp. income/(loss) -0- (486,000)
---------- ----------
Total Stockholders' Equity/(Deficit) 753,000 (1,197,000)
---------- ----------
Total Liabilities and
Stockholders' Equity/(Deficit) $ 18,840,000 $ 19,575,000
========== ==========
The accompanying notes are an integral part of these statements.
-31-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS YEARS ENDED
December 31, December 31, December 27,
2000 1999 1998
------------ ------------ ------------
Net Sales $ 22,245,000 $ 28,567,000 $ 26,442,000
Costs and Expenses:
Cost of products sold 18,598,000 23,711,000 22,192,000
Selling, dist. and admin. 2,391,000 2,704,000 2,475,000
---------- ---------- ----------
Total costs and expenses $ 20,989,000 $ 26,415,000 $ 24,667,000
---------- ---------- ----------
Operating income/(loss) 1,256,000 2,152,000 1,775,000
---------- ---------- ----------
Non-operating (income)/expense:
(Gain) on disposal of assets (26,000) -0- (277,000)
(Gain) on sale of investment (753,000) -0- -0-
Interest expense 556,000 539,000 865,000
Other non-operating income (85,000) (86,000) (79,000)
---------- ---------- ----------
Total non-operating expense (308,000) 453,000 509,000
Income/(Loss) Before Income
Taxes and Extraordinary Gain 1,564,000 1,699,000 1,266,000
Income Taxes 100,000 27,000 42,000
---------- ---------- ----------
Income/(Loss)
Before Extraordinary Gain 1,464,000 1,672,000 1,224,000
Extraordinary Gain -0- 59,000 279,000
---------- ---------- ----------
Net Income/(Loss) $ 1,464,000 $ 1,731,000 $ 1,503,000
---------- ---------- ----------
Weighted Average Common Shares
Outstanding at Year-end - Basic 3,655,266 3,655,266 3,655,266
---------- ---------- ----------
Earnings per Common Share - Basic:
- ----------------------------------
Income/(Loss) Before
Extraordinary Gain
Per Common Share $ 0.40 $ 0.45 $ 0.33
------ ------ ------
Extraordinary Gain
per Common Share $ 0.00 $ 0.02 $ 0.08
------ ------ ------
Net Income/(Loss)
per Common Share $ 0.40 $ 0.47 $ 0.41
------ ------ ------
-32-
December 31, December 31, December 27,
2000 1999 1998
------------ ------------ ------------
Weighted Average Common Shares
Outstanding at Year-end -
Diluted 3,689,190 3,687,544 3,655,266
---------- ---------- ----------
Earnings per Common Share - Diluted:
- ------------------------------------
Income/(Loss) Before
Extraordinary Gain
per Common Share $ 0.40 $ 0.45 $ 0.33
------ ------ ------
Extraordinary Gain
per Common Share $ 0.00 $ 0.02 $ 0.08
------ ------ ------
Income/(Loss)
per Common Share $ 0.40 $ 0.47 $ 0.41
------ ------ ------
The accompanying notes are an integral part of these statements.
-33-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)
THREE YEARS ENDED DECEMBER 31, 2000
Accumulated
Additional Other
Common Stock Paid-in (Accumulated Comprehensive
Shares Amount Capital Deficit) Income/(Loss)
--------- --------- ----------- ------------- ----------
BALANCE,
Dec. 28, 1997 3,655,266 $ 366,000 $ 15,578,000 $(19,889,000) $(628,000)
Net Loss - - - 1,503,000 -
Foreign currency
translation adj. - - - - 211,000
--------- -------- ----------- ----------- ---------
BALANCE,
Dec. 27, 1998 3,655,266 366,000 15,578,000 (18,386,000) $ (417,000)
Net loss - - - 1,731,000 -
Foreign currency
translation adj. - - - - (69,000)
--------- -------- ----------- ----------- ---------
BALANCE,
Dec. 31, 1999 3,655,266 366,000 15,578,000 (16,655,000) (486,000)
Net Income - - - 1,464,000 -
Foreign currency
translation adj. - - - - 486,000
--------- -------- ----------- ----------- ---------
BALANCE,
Dec. 31, 2000 3,655,266 $ 366,000 $ 15,578,000 $(15,191,000) $ -0-
========= ======== =========== =========== =========
The accompanying notes are an integral part of these statements.
-34-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE YEARS ENDED DECEMBER 31, 2000
Years Ended
------------------------------------------
December 31, December 31, December 27,
2000 1999 1998
------------ ------------ ------------
Net Income/(loss) $ 1,464,000 $ 1,731,000 $ 1,503,000
Other comprehensive
income (loss):
Foreign currency
translation adj. 486,000 (69,000) 211,000
--------- --------- ---------
Comprehensive income (loss) $ 1,950,000 $ 1,662,000 $ 1,714,000
========= ========= =========
Components of accumulated other comprehensive income (loss), included in
the Company's consolidated balance sheet, consist of the foreign currency
translation adjustment.
The accompanying notes are an integral part of these statements
-35-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED
December 31, December 31, December 27,
2000 1999 1998
------------ ------------ ------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
- ----------------------
Net Income/(Loss) $ 1,464,000 $ 1,731,000 $ 1,503,000
Adj. to reconcile net
income/(loss) to net cash
provided by operations:
Extraordinary Gain -0- (59,000) (279,000)
Deferred income taxes 62,000 -0- -0-
Depr. and amort. 530,000 621,000 711,000
Prov. for inv. write-off 146,000 239,000 495,000
Gain on disposal of assets (26,000) -0- (277,000)
Gain on sale of investment (753,000) -0- -0-
Changes in assets and liab.:
Accounts receivable trade (918,000) 810,000 (204,000)
Accounts receivable misc. 286,000 (295,000) 271,000
Inventories 507,000 (3,065,000) (717,000)
Accounts payable (929,000) 1,704,000 68,000
Accrued expenses and other (1,115,000) (467,000) 321,000
---------- ---------- ----------
Net cash provided by
operating activities (746,000) 1,514,000 1,621,000
---------- ---------- ----------
CASH FLOW FROM
INVESTING ACTIVITIES:
- ----------------------
Capital expenditures (18,000) (335,000) (74,000)
Proceeds from sale of
property, plant and equip. 41,000 -0- 328,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN)
BY INVESTING ACTIVITIES 23,000 (335,000) 254,000
---------- ---------- ----------
CASH FLOWS FROM
FINANCING ACTIVITIES:
- ----------------------
Net (payments) under 1997
line of credit agreement -0- -0- (4,967,000)
Net borrowings under
revolving loan agreement 1,093,000 522,000 699,000
Borrowings under term notes (601,000) (601,000) 3,005,000
Principal payments on L.T.
vendor debt obligations (455,000) (485,000) (527,000)
---------- ---------- ----------
NET CASH (USED IN) FINANCING
ACTIVITIES 37,000 (564,000) (1,790,000)
-36-
CHAMPION PARTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - YEARS ENDED
December 31, December 31, December 27,
2000 1999 1998
EFFECTS OF EXCHANGE RATE
CHANGES ON CASH $ 47,000 $ (69,000) $ 211,000
---------- ---------- ----------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (639,000) 546,000 296,000
CASH AND CASH EQUIVALENTS
Beginning of year 1,330,000 784,000 488,000
---------- ---------- ----------
CASH AND CASH EQUIVALENTS
End of year $ 691,000 $ 1,330,000 $ 784,000
========== ========== ==========
The accompanying notes are an integral part of these statements.
-37-
CHAMPION PARTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, DECEMBER 31, 1999
AND DECEMBER 27, 1998
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR
In 2000 and 1999, the Company operated on a calendar year-end, in prior years
the Company operated on a 52-week fiscal calendar.
CONSOLIDATION POLICY
The consolidated financial statements include the accounts of Champion Parts,
Inc. and its subsidiaries (the "Company"). All significant intercompany
transactions and balances have been eliminated in consolidation.
ACCOUNTS RECEIVABLE
From time to time the Company's customers may be in a net credit balance
position due to the timing of sales and core returns. At December 31, 2000
and December 31, 1999 customers in a net credit balance position totaled
approximately $3,700,000 and $3,600,000, respectively, and are reported as a
component of accounts payables. Merchandise purchases are normally used to
offset net credit balances.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventory consists of material, labor and overhead costs.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost, less accumulated
depreciation. The assets are being depreciated over their estimated useful
lives, principally by the straight-line method. The range of useful lives
of the various classes of assets is 10-40 years for buildings and 4-10 years
for machinery and equipment. Leasehold improvements are amortized over the
terms of the leases or their useful lives, whichever is shorter.
Expenditures for maintenance and repairs are charged to operations; major
expenditures for renewals and betterment's are capitalized and depreciated
over their estimated useful lives.
DEFERRED CHARGES
Costs of issueing long-term debt are deferred and amortized over the terms of
the related issues.
BUSINESS SEGMENTS
The Comapany remanufactures and distributes replacement fuel systems
components, constant velocity joiiint assemblies, and other electrical and
mechanical replacement parts principally for the passenger car, agricultural
and heavy duty aftermarket industry in the United States and Canada.
See Note 15 for further discussion of business segments.
-38-
REVENUE RECOGNITION
The Company recognizes sales when products are shipped. Net sales reflect
deductions for cores (used units) returned for credit and other customary
returns and allowances. Such deductions and returns and allowances are
recorded currently based upon continuing customer relationships and other
criteria. The Company's customers are encouraged to trade-in re-buildable
cores for products, which are included in the Company's current product line.
Credits for cores are allowed only against purchases of similar remanufactured
products. Total available credits are further limited by the dollar volume of
purchases. Product and core returns, reflected as reductions in net sales,
were $13,600,000 (2000), $16,500,000 (1999) and $16,000,000 (1998).
TRANSLATION OF FOREIGN CURRENCIES
The Company follows the translation policy as provided by Statement of
financial accounting Standards Board No. 52. Accordingly, assets and
liabilities are translated at the rates of exchange on the balance sheet
dates. Income and expense items are translated at the average exchange rates
prevailing throughout the years. The resultant translation gains or losses
are included as a component of stockholders' equity designated as "cumulative
translation adjustments". Gain and losses from foreign currency transactions
are included in net income and are not significant.
NET INCOME PER COMMON SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No.128 "Earnings Per Share", which
the Company has adopted. Basic EPS is calculated by dividing the income
(loss) available to common shareholders by the weighted average number of
common shares outstanding for the period, without consideration for common
stock equivalents. "Diluted" EPS gives effect to all dilutive potential
common shares outstanding for the period.
For 1998 in the Consolidated Statements of Operations, the effect of
including stock options and warrants would have been antidilutive.
Accordingly, basic and diluted EPS for 1998 are equivalent.
1999 1998 1997
--------- --------- ---------
Average Common Shares Outstanding 3,655,266 3,655,266 3,655,266
Dilutive Effect of:
Stock Options 33,924 32,278 -0-
--------- --------- ---------
Dilutive Common Shares Outstanding 3,689,190 3,687,544 3,655,266
========= ========= =========
ESTIMATES
The accompanying financial statements include estimated amounts and
disclosures based on management's assumptions about future events. Actual
results may differ from these estimates.
-39-
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which establishes accounting and reporting standards
for derivative instruments and hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure these instruments at fair market value. SFAS
No. 133 has been amended by SFAS No. 137, which delayed the effective date to
periods beginning after June 15, 2000. The Company, to date, has not engaged
in dollar derivative and hedging activities. Accordingly the adoption of the
new standard on January 1, 2001 did not materially affect the Company's gross
margins.
During 2000, the Emerging Issues Task Force (EITF) issued policy decision
00-10, "Accounting for Shipping and Handling Fees and Costs" requiring
companies to record as revenue all amounts billed to customers for shipping
and handling. The classification of related shipping and handling costs,
while not permitted to be netted against revenues, is an accounting policy
decision required to be disclosed. In accordance with EITF 00-10, shipping
and handling costs incurred by the Company have always been included in cost
of sales. Therefore, this guidance did not have a material effect on the
Company's gross margins.
RECLASSIFICATIONS
Certain items in the prior year financial statements have been reclassified
to conform with the current year presentation.
Note 2. EXTRAORDINARY GAIN
In 1999, creditor debt restructuring settlements resulted in $59,000 of
extraordinary gains recognized in the first quarter of the year.
In 1998, an extraordinary gain of $187,000 resulted from the former banks'
forgiveness of $300,000 of prior loans and fees, which was netted with costs
of $113,000 incurred in relation to the settlement. In addition, creditor
debt restructuring settlements resulted in $92,000 of extraordinary gains
recognized in the second and third quarters of 1998. Total extraordinary
gains recorded in the fiscal year ending December 27, l998 were $279,000.
-40-
Note 3. INVENTORIES
Inventories consist of the following:
December 31, December 31,
2000 1999
------------ ------------
Raw cores, net $ 2,596,000 $ 1,207,000
Parts, net 1,374,000 1,923,000
--------- ---------
Raw materials, net 3,970,000 3,130,000
Work-in-process, net 2,746,000 3,536,000
Finished goods, net 1,871,000 2,574,000
--------- ---------
Total Inventories, net $ 8,587,000 $ 9,240,000
========= =========
Included in inventories were gross cores of $5,375,000 (2000)
and $3,746,000 (1999).
-41-
Note 4. DEBT
December 31, December 31,
Debt consists of the following: 2000 1999
- ----------------------------------------- ------------ -------------
Long-term revolving credit at prime
(9.50% at December 31, 2000) plus 1-3/4%
Secured by receivables, inventory,
and certain other fixed assets $ 2,313,000 $ 1,220,000
$2,170,000 term note secured by property
Monthly principal payments of $36,167 with
entire unpaid balance (approximately $471,000)
due August 2002. Monthly interest is due at
prime plus 1-3/4% on unpaid principal balance 1,158,000 1,591,000
$835,000 term note secured by certain machinery
and equipment. Monthly principal payments of
$13,912 with entire unpaid balance (approx.
$181,000) due August 2002. Monthly interest is
due at prime plus 1-3/4% on unpaid principal bal. 445,000 613,000
Obligations under Industrial Revenue Bonds,
at approximately 60% of prime rate, due in
2001, varying annual sinking fund payments
commencing in 1998 700,000 1,000,000
Promissory notes payable, non-interest bearing,
Payable in 24 equal payments quarterly
at various dates through 2005 686,000 841,000
Earnout notes payable, non-interest bearing,
Contingent to the availability of defined
Free cash flow, payable up to $500,000
Annually in years 2005-2009 (See Note 2) 1,904,000 1,904,000
--------- ---------
Total debt 7,206,000 7,169,000
--------- ---------
Less portion due within one year 1,493,000 1,093,000
--------- ---------
Total long-term debt $ 5,713,000 $ 6,076,000
========= =========
Long-term debt maturities under the loan facility in place at December 31,
2000 (including obligations under capital leases) are $1,493,000 (2001),
$3,506,000 (2002), $192,000 (2003), $111,000 (2004), $476,000 (2005)
and $1,428,000 (after 2005).
-42-
4. DEBT (Continued):
In 1998, the Company entered into an agreement with Bank of America
Commerical Credit Corporation, formerly NationsCredit Corporation, for a
four-year credit facility, consisting of a revolver and two term loans, to
replace its bank financing. In connection with this agreement, the Company
granted Bank of America security interests in its property, equipment,
inventory and receivables. Interest on amounts outstanding under this
facility is payable at 1-3/4% above the prime rate plus commitment fees.
This compares to 3-1/2% over prime that the Company was paying under its
prior bank financing. The amount available under the new credit facility
varies in relationship to collateral values, up to a maximum amount of
$8.5 million including letter of credit accommodations of $2,200,000.
At December 31, 2000 the balance outstanding on the facility was $3,916,000
and letter of credit accommodations of $1,370,000.
On February 8, 2001, the Company entered into a new credit facility with
Congress Financial Corporation (Southern), a subsidiary of First Union Bank.
Maximum credit available under the new facility is $14,000,000 with letter
of credit accommodations of $1,750,000, and term loans totaling $2,913,000 on
fixed assets and real properties. Interest rates on the new facility are for
revolving debt, prime plus 3/4%, for term debt, prime plus 1%, and for
letters of credit, 2% per annum on the daily outstanding balance.
The carrying amount of long-term debt (excluding the restructured vendor
debt) approximates fair market value because the interest rates on
substantially all the debt fluctuate based on changes in market rates.
Note 5. INCOME TAXES
The Company uses an asset and liability approach that requires the
recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been recognized in the Company's
financial statements or tax returns.
The income tax provision consists of the following:
CURRENT 2000 1999 1998
------------ ------------ ------------
Federal $ -0- $ 29,000 $ 41,000
Foreign -0- -0- -0-
State and local 38,000 31,000 1,000
-------- -------- --------
Total current $ 38,000 $ 60,000 $ 42,000
-------- -------- --------
DEFERRED
Federal $ -0- $ (29,000) $ -0-
Foreign 62,000 -0- -0-
State and local -0- (4,000) -0-
-------- -------- --------
Total deferred 62,000 (33,000) -0-
-------- -------- --------
Total liability $ 100,000 $ 27,000 $ 42,000
======== ======== ========
-43-
Note 5. Income taxes (Continued)
The Company has provided a valuation reserve to write-down deferred tax
assets due to uncertainty of its ability to utilize them in future periods.
At December 31, 2000 the Company had federal, state and foreign net operating
loss carry forwards of $10,515,000, $7,021,000 and $840,000, respectively.
Federal loss carry forwards begin to expire in 2010. The Company also had
$503,000 of tax credits.
The effective tax rate differs from the U.S. statutory federal income tax
rate of 34% as described below:
2000 1999 1998
------------ ------------ ------------
Income tax at
statutory rate $ 532,000 $ 600,000 $ 525,000
Changes in Valuation
allowance (519,000) (635,000) (537,000)
State income taxes
net of federal income tax 27,000 62,000 54,000
Foreign taxes 60,000 -0- -0-
-------- -------- --------
Totals $ 100,000 $ 27,000 $ 42,000
======= ======== ========
Deferred tax assets and liabilities are comprised of the following at
December 31, 2000 and December 31, 1999:
2000 1999
Assets Liabilities Assets Liabilities
---------- ----------- ---------- -----------
Inventory reserves $2,236,000 2,031,000
Accrued vacation 207,000 223,000
Fringe benefits 959,000 1,129,000
Depreciation 37,000 81,000
Bad debts 100,000 152,000
Write-off of
foreign subsidiary -0- 520,000
Miscellaneous Reserves 145,000 228,000
Environmental 234,000 258,000
Net operating loss carry
forward 4,432,000 4,582,000
Tax credit carry forward 503,000 478,000
Other 158,000 42,000 300,000 270,000
Valuation allowance (8,969,000) (9,488,000)
---------- ---------- ---------- ---------
Totals $ 42,000 $ 42,000 $ 413,000 $ 351,000
========== ========== ========== =========
-44-
6. EMPLOYEE STOCK OPTION AND AWARD PLANS
-------------------------------------
1995 Stock Option Plan - On November 16, 1995, the Company's shareholders
approved a 1995 Stock Option Plan. This plan provides for options to
purchase up to 100,000 shares. Participants in the plan shall be those
employees selected by the Compensation Committee of the Board of Directors.
Options shall be granted at the fair market value of the Company's Common
Stock at the date of grant. No option may be exercised until six months
after the grant date or after 10 years after the grant date. The options
vest ratably over a period not to exceed five years. There are no options
outstanding under the Plan at December 31, 2000.
Effective January 1, 1996, the Company adopted the disclosure provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation". If the alternative
accounting-related provisions of SFAS No. 123 had been adopted as of the
beginning of 1995, the effect on 2000, 1999 and 1998 income before taxes and
net income would have been immaterial.
Information with respect to stock options outstanding are as follows:
2000 1999 1998
-------- -------- ---------
Outstanding: 189,000 189,000 125,000
======= ======= =======
At year-end:
Shares Underlying Options 189,000 189,000 125,000
Average Option Price $0.5433 $0.5433 $ .4375
Exercisable: 112,800 75,000 50,000
Available for Grant -0- -0- -0-
On August 13,1999 (the "Grant Date"), the Company granted its Chief Financial
Officer and other key management non-qualifying options to purchase 64,000
Common Shares at a price of $.75 per share. The options vest ratably at the
rate of 20% of the shares granted per year and will expire in ten years from
the Grant Date, subject to the continuation of their employment. As of
December 31, 2000, 12,800 shares (20%) of these options were exercisable.
On March 28, 1997 (the "Grant Date"), the Company granted its President and
Chief Executive Officer and option to purchase 100,000 Commons Shares at a
price of $.4375 per share under the 1995 Stock Option Plan. The options vest
ratably at the rate of 25,000 shares per year and will expire in ten years
from the Grant Date, subject to earlier termination of his employment. As of
December 31,2000 he had not exercised any of these options. An additional
25,000 non-qualifying options were granted to the President and will be
available for exercise in the fifth year.
Note 7. EMPLOYEE SAVINGS PLANS
Salaried employees with one year of service are eligible to participate in
a 401(k) plan ("Thrift Program"). Under this program, contributions are
100% vested.
-45-
Note 8. EMPLOYEE RETIREMENT PLANS
Hourly employees of three facilities are covered under the Company's
noncontributory pension plans or under a union-sponsored plan to which the
Company contributes. The benefits are based upon years of service. The
Company's contribution consists of an amount to annually fund current service
costs and to fund past service costs over 30 years. The Company's funding
policy for these plans is to meet, at a minimum, the annual contributions
required by applicable regulations.
The following tables provide a reconciliation of the changes in the plans'
benefit obligations and fair value of assets over the two-year period ending
December 31, 2000, and a statement of the funded status as of December 31
of both years:
Pension Benefits
December 31, 2000 December 31, 1999
----------------- -----------------
Reconciliation of benefit obligation:
Obligation at January 1 $ 7,206,000 $ 8,291,000
Service Cost 122,000 145,000
Interest Cost 548,000 537,000
Actuarial (gain) loss 265,000 (1,388,000)
Benefit payments (375,000) (379,000)
---------- ----------
Obligation at December 31 $ 7,766,000 $ 7,206,000
========== ==========
Reconciliation of fair value of plan assets:
Fair value of plan assets at January 1 $ 7,318,000 $ 7,451,000
Actual return on plan assets 297,000 246,000
Employer contributions 43,000 -0-
Benefit payments (375,000) (379,000)
---------- ----------
Fair value of plan assets at December 31 $ 7,283,000 $ 7,318,000
========== ==========
PENSION BENEFITS
December 31, 2000 December 31, 1999
----------------- -----------------
Funded status:
Funded status at December 31 $ (483,000) $ 112,000
Unrecognized transition
(asset) obligation 9,000 7,000
Unrecognized prior service costs 60,000 66,000
Unrecognized (gain) loss (827,000) (1,494,000)
---------- ----------
Net amount recognized $(1,241,000) $(1,309,000)
========== ==========
The plan's accumulated benefit obligation was $7,766,000 at December 31,2000,
and $7,964,000 at December 31,1999.
-46-
Note 8. EMPLOYEE RETIREMENT PLANS (Continued)
The following table provides the components of net periodic benefit cost for
the plans for fiscal years 2000 and 1999:
Pension Benefits
December 31, 2000 December 31, 1999
----------------- -----------------
Service cost $ 122,000 $ 145,000
Interest cost 548,000 537,000
Expected return on plan assets (612,000) (624,000)
Amortization of transition
(asset) obligation (2,000) (2,000)
Amortization of prior-service cost 6,000 6,000
Amortization of net (gain) loss (86,000) (45,000)
--------- ---------
Net periodic benefit cost $ 24,000 $ 17,000
--------- ---------
The prior-service costs are amortized on a straight-line basis over the
average remaining service period of active participants. Gains and losses
in excess of 10% of the greater of the benefit obligation and the market-
related value of assets are amortized over the average remaining service
period of active participants.
The assumptions used in the measurement of the company's benefit obligation
are shown in the following table:
Pension Benefits
December 31, 2000 December 31, 1999
----------------- -----------------
Weighted-average assumptions
as of December 31:
Discount Rate 7.50% 7.75%
Expected return on plan assets 8.50% 8.50%
Rate of compensation increase N/A N/A
-47-
Note 9. LEASES
The Company leases certain plants and offices, and computer equipment.
Certain of the real estate leases, constituting non-financing leases, have
provisions for renewal. These lease renewals are primarily for five years.
Obligations under capital leases are included as a part of long-term debt.
Total rental expense charged to operations was $49,000 (2000), $127,000
(1999), and $159,000 (1998).
Minimum commitments under all noncancelable operating leases at
December 31, 2000 for the following five years are as follows:
Year Amount
----- ---------
2001 $ 26,000
2002 3,000
2003 -0-
2004 -0-
2005 -0-
-------
Totals $ 29,000
=======
Note 10. SALES TO MAJOR CUSTOMERS
In 2000, sales to the Company's three largest customers were approximately
41%, 32%, and 15% of net sales. In 1999, sales to the Company's three largest
customers were approximately 50%, 25%, and 13% of net sales. At December 31,
2000 accounts receivable balances of the Company's three largest customers
were approximately 44%, 36% and 14% of total gross receivables. At
December 27, 1998 accounts receivable balances of the Company's three largest
customers were approximately 34%, 32%, and 18% of total gross receivables.
The Company's primary product line is remanufactured carburetors, which
accounted for 66% of 2000 net sales compared to 70% in 1999. The Company's
main distribution channel is through two large retailers which accounted for
99% of net carburetor sales in 2000 and 1999. The balance of the carburetor
sales was to original equipment aftermarket customers and traditional
warehouse distributors.
A reduction in the level of sales to or the loss of one of the Company's
largest customers could have a material adverse effect on the Company's
financial condition and results of operations.
-48-
Note 11. COMMITMENTS AND CONTINGENCIES
A. ENVIRONMENTAL MATTERS
The Company is subject to various Federal, state and local environmental
laws and regulations incidental to its business. The Company continues to
modify, on an ongoing basis, processes that may have an environmental impact.
The Company has been named, along with a number of other companies, as a
Potentially Responsible Party in several Federal and state sites where the
Company had operations or where byproducts from the Company's manufacturing
processes were disposed. The current landowner at a former plant site has
sued the Company and two other parties. The plaintiff is seeking judgment
that the Company and co-defendants cover the costs to remediate the plant site
and related costs of a Federal cleanup action and unspecified damages. The
Company and its insurance carriers have agreed to provide a defense, with a
reservation of rights. Three of the sites are currently active, and the
others have been settled or are dormant. The Company has undertaken
voluntary actions at its current plant sites ranging from periodic testing
to modest amounts of soil and water remediation and storage tank removal.
The Company has $690,000 in reserves for anticipated future costs of pending
environmental matters at December 31, 2000. Such costs include the Company's
estimated allocated share of remedial investigation/feasibility studies and
clean up and disposal costs. The Company's ultimate costs are subject to
further development of existing studies and possible readjustment of the
Company's pro rata share of total costs.
B. OTHER
The Company is involved in litigation in the normal course of its business.
Management intends to vigorously defend these cases. In the opinion of
Management, the litigation now pending will not have a material adverse
effect on the consolidated financial position of the Company.
-49-
Note 12. INVESTMENTS
In 2000, the Company disposed of its 50% equity investment in a foreign
joint venture. The Company's wholly owned foreign subsidiary was a joint
and several guarantor of Canadian bank debt with its partner in the 50%
owned Canadian venture. In 1992, the Company wrote off its investment in the
venture and provided a reserve for a contingent liability to exit this
venture. The Company accounted for this venture using the equity method.
Given the venture's current financial situation and the pending guarantees
from the subsidiary Company, the Company since 1992 has recorded its
investment at an estimated net realizable value of $115,000.
As a result of the sale, the Company realized a gain of $753,000 after legal,
other fees, and reversals of foreign translation adjustments and the reserves
that guaranteed the bank loans.
Note 13. OTHER ACCRUED EXPENSES
Other accrued expenses consist of the following:
December 31, 2000 December 31, 1999
----------------- -----------------
Interest $ 72,000 $ 120,000
Workers' compensation 1,120,000 1,563,000
Pension (See Note 8) 1,241,000 1,309,000
Utilities 11,000 34,000
Rebates 52,000 160,000
Environmental costs 690,000 759,000
Joint venture loan reserve
(see note 12) -0- 802,000
Returned goods credit reserve 357,000 416,000
Other items 156,000 255,000
---------- ----------
Total other accrued expenses $ 3,699,000 $ 5,418,000
========== ==========
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Notes 14. SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for interest and income taxes was as follows:
2000 1999 1998
---------- ----------- -----------
Interest $ 552,000 562,000 $ 865,000
Income taxes 110,000 109,000 7,000
Supplemental Schedule of Noncash Investing and Financing Activities:
In 2000, 1999, and 1998, as a result of the vendor composition agreement,
approximately $ -0-, $550,000, and $250,000 of trade payables were
restructured into long-term notes payable, respectively. The extinguishment
of the vendor debt resulted in an additional $ -0-, $59,000 and $92,000 of
trade payables being forgiven, thus, resulting in an extraordinary gains
in 1999 and 1998, respectively.
On December 29, 2000, the Company sold its 50% investment in a foreign joint
venture and was released from a loan guarantee. The Company wrote off its net
basis of this investment, totaling $115,000, which was classified as $25,000
in other assets, ($268,000) in accounts payable, $617,000 in accrued
liabilities, and ($439,000) in equity as foreign currency translation
adjustment, in exchange for a note receivable of approximately $868,000
resulting in a net gain of $753,000.
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Note 15. BUSINESS SEGMENTS
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 131, "Disclosures about Segments of an Enterprise and Related
Information." Following the provisions of SFAS No. 131, the Company is
reporting two operating business segments in the same format as reviewed
by the Company's senior management. Segment one, Fuel Systems & C.V.
Assemblies, remanufactures and sells replacement fuel system components
(carburetors and diesel fuel injection components) and constant velocity
drive assemblies for substantially all makes and models of domestic and
foreign automobiles and trucks. Segment two, Electrical & Mechanical
Products, remanufactures and sells replacement electrical and mechanical
products for passenger car, agricultural and heavy-duty truck original
equipment applications. Management uses net income as the measure of
profit or loss by business segment. Accounting policies of the operating
segments are the same as described in the "Summary of Significant Accounting
Policies" (see Note 1, page 39). Segment assets include amounts specifically
identified with each operation. Corporate assets consist primarily of
property and equipment.
Business segment information is as follows:
2000 1999 1998
------------ ------------ ------------
Revenues:
Fuel Systems & C.V. Assemblies $ 15,793,000 $ 21,421,000 $ 20,311,000
Electrical & Mechanical Products 6,452,000 7,146,000 6,131,000
----------- ----------- -----------
Total Revenues $ 22,245,000 $ 28,567,000 $ 26,442,000
=========== =========== ===========
Depreciation & Amortization Expense:
Fuel Systems & C.V. Assemblies $ 194,000 $ 215,000 $ 259,000
Electrical & Mechanical Products 270,000 329,000 374,000
Corporate 66,000 77,000 78,000
----------- ----------- -----------
Total Depr. & Amort. $ 530,000 $ 621,000 $ 711,000
=========== =========== ===========
Interest Expense (net):
Fuel Systems & C.V. Assemblies $ 340,000 $ 284,000 $ 381,000
Electrical & Mechanical Products 201,000 240,000 460,000
Corporate 15,000 15,000 24,000
----------- ----------- -----------
Total Interest Expense (net) $ 556,000 $ 539,000 $ 865,000
=========== =========== ===========
Net Income/(Loss):
Fuel Systems & C.V. Assemblies $ 2,942,000 $ 3,427,000 $ 3,594,000
Electrical & Mechanical Products (684,000) (350,000) (957,000)
Corporate (794,000) (1,405,000) (1,413,000)
----------- ----------- -----------
Sub-Total Income/(Loss) 1,464,000 1,672,000 1,224,000
Extraordinary Gains -0- 59,000 279,000
----------- ----------- -----------
Total Income/(Loss) $ 1,464,000 $ 1,731,000 $ 1,503,000
-52-
Note 15. BUSINESS SEGMENTS (Continued)
1999 1998 1997
------------- ------------- -------------
Capital Additions:
Fuel Systems & C.V. Assemblies $ 1,000 $ 57,000 $ 15,000
Electrical & Mechanical Products 16,000 84,000 28,000
Corporate 1,000 194,000 31,000
----------- ----------- -----------
Total capital additions $ 18,000 $ 335,000 $ 74,000
=========== =========== ===========
Total Assets:
Fuel Systems & C.V. Assemblies $ 8,761,000 $ 8,536,000 $ 7,535,000
Electrical & Mechanical Products 7,775,000 8,807,000 8,138,000
Corporate 2,304,000 2,232,000 1,646,000
----------- ----------- -----------
Total assets $ 18,840,000 $ 19,575,000 $ 17,319,000
=========== =========== ===========
-53-
Note 16. SELECTED QUARTERLY FINANCIAL DATA
(Unaudited)
(In Thousands, except per share data)
Net Operating Net Earnings Extra Net
Sales Income B/F Ext.Ord. Ordinary Earnings
Quarters: -------- ------- ------------ -------- --------
First $ 7,454 $ 763 $ 602 $ -0- $ 602
Second 5,566 257 129 -0- 129
Third 4,597 157 14 -0- 14
Fourth 4,628 79 719 -0- 719
------- ------ ------ ------- ------
Total 2000 $ 22,245 $ 1,256 $ 1,464 $ -0- $ 1,464
======= ====== ====== ======= ======
Quarters:
First $ 7,005 $ 420 $ 267 $ -0- $ 267
Second 8,837 792 670 59 729
Third 5,895 149 8 -0- 8
Fourth 6,830 791 727 -0- 727
------- ------ ------ ------- ------
Total 1999 $ 28,567 $ 2,152 $ 1,672 $ 59 $ 1,731
======= ====== ====== ======= ======
Basic Per Share Diluted Per Share
Net Earn. Extra Net Net Earn. Extra Net
B/F Ext.Ord. Ordinary Earnings B/F Ext.Ord. Ordinary Earnings
Quarters: ------------ -------- -------- ------------ -------- ---------
First $ 0.16 $ 0.00 $ 0.16 $ 0.16 $ 0.00 $ 0.16
Second 0.04 0.00 0.04 0.04 0.00 0.04
Third 0.00 0.00 0.00 0.00 0.00 0.00
Fourth 0.20 0.00 0.20 0.20 0.00 0.20
------ ------ ------ ------ ------ ------
Total 2000 $ 0.40 $ 0.00 $ 0.40 $ 0.40 $ 0.00 $ 0.40
====== ====== ====== ====== ====== ======
Quarters:
First $ 0.07 $ 0.00 $ 0.07 $ 0.07 $ 0.00 $0.07
Second 0.18 0.02 0.20 0.18 0.02 0.20
Third 0.00 0.00 0.00 0.00 0.00 0.00
Fourth 0.20 0.00 0.20 0.20 0.00 0.20
------ ------ ------ ------ ------ ------
Total 1999 $ 0.45 $ 0.02 $ 0.47 $ 0.45 $ 0.02 $ 0.47
====== ====== ====== ====== ====== ======
-54-
CHAMPION PARTS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Additions to/
Balance at Charged (Deductions) Balance
Beginning to From at End
of Period Operations Reserves of Period
------------ ------------ ------------ ------------
ALLOWANCE FOR
UNCOLLECTIBLE
ACCOUNTS:
Year Ended
December 27, 1998 $ 448,000 $ -0- $ (109,000) $ 339,000
---------- ---------- ---------- ----------
Year Ended
December 31, 1999 339,000 $ -0- $ (2,000) $ 337,000
---------- ---------- ---------- ----------
Year Ended
December 31, 2000 $ 337,000 $ 224,000 $ (354,000) $ 207,000
========== ========== ========== ==========
Additions to/
Balance at Charged (Deductions) Balance
Beginning to From at End
of Period Operations Reserves of Period
------------ ------------ ------------ ------------
INVENTORY RESERVES:
Year Ended
December 27, 1998 $ 4,674,000 $ 495,000 $ (221,000) $ 4,948,000
----------- ----------- ----------- -----------
Year Ended
December 31, 1999 $ 4,948,000 $ 981,000 $ (742,000) $ 5.187,000
----------- ----------- ------------ -----------
Year Ended
December 31, 2000 $ 5,187,000 $ 747,000 $ (601,000) $ 5,333,000
=========== =========== =========== ===========
-55-
CHAMPION PARTS, INC.
EXHIBIT INDEX
___________
(Pursuant to Item 601 of Regulation S-K)
NO. DESCRIPTION AND PAGE OR INCORPORATION REFERENCE
Articles of Incorporation and By-Laws:
(3)(a) Articles of Incorporation (incorporated by reference to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1988).
(3)(b) By Laws (incorporated by reference to Registrant's current report on
Form 8-K filed June 5, 1997).
Instruments Defining the Rights of Security
Holders, Including Indentures:
(4)(a) Stock Purchase Agreement dated March 18, 1987 between the Registrant
and Dana Corporation, formerly Echlin Inc. (incorporated by reference
to the Registrant's annual report on Form 10K, year ended
December 31, 1998)
(4)(b) Specimen of Common Share Certificate
(4)(c) Articles of Incorporation (see Exhibit (3)(a) above).
(4)(d) By-Laws (see Exhibit (3)(b) above).
(With respect to long-term debt instruments, see "Item 14. Exhibits,
Financial Statement Schedules, and Reports on Form 8-K").
Material Contracts:
(10)(a) Agreement, as amended, between Registrant and Raymond G. Perelman
dated September 20, 1993 (incorporated by reference to Registrant's
current Report on Form 8-K, year ended December 31, 1999).
(10)(b) Letter Agreement dated October 9, 1995 between Registrant and RGP
Holding, Inc. (incorporated by reference to Registrant's quarterly
report on Form 10-Q filed November 24, 1995).
(10)(c) 1995 Stock Option Plan as of November 1, 1995 (incorporated by
reference to Registrant's 1995 Proxy).
(10)(d) Severance Agreement dated March 28, 1997 between the Registrant and
Jerry A. Bragiel (incorporated by reference to the Registrant's
annual report on Form 10K, year ended December 28, 1997). (1)
(10)(e) Employment and Stock Option Agreement between the registrant and
Jerry A. Bragiel dated March 28, 1997. (incorporated by reference to
the Registrant's annual report on Form 10K, year ended December 28,
1997). (1)
-56-
EXHIBIT INDEX
-------------
(10)(f) Stock Option Agreement between the registrant and key management
personnel dated August 13, 1999. (incorporated by reference to the
Registrant's annual report on Form 10K, year ended December 31, 1999).
(10)(g) Settlement Agreement dated July 1, 1997 between the Registrant and
Unsecured Trade Creditors (Incorporated by reference to Current
Report on Form 8-K July 30, 1997).
(10)(h) Loan and Security Agreement dated August 6, 1998 between the
Registrant and Bank of America Commercial Corporation through its
Bank of America Commercial Finance Division (incorporated by reference
to Registrant's quarterly report on Form 10-Q, June 29, 1998).
(10)(i) Loan and Security Agreement dated February 8, 2000 between the
Registrant and Congress Financial Corporation (Southern), a subsidiary
of First Union Bank (incorporated by reference to Registrant's Annual
Report on Form 10-K, December 31, 2000).
Additional Exhibits
(21) List of subsidiaries of Registrant (incorporated by reference to
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999)
Note: (1) Denotes management contract or compensatory plan or arrangement
required to be filed as an Exhibit to this report pursuant to item
601 of Regulation S-K.
_________
-57-