CHAAS ACQUISITIONS LLC - 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark one)
ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended June 30, 2004

OR

o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from to

Commission File Number 333-106356

CHAAS ACQUISITIONS, LLC.

(Exact name of registrant as specified in its charter)

Delaware		41-2107245
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12900 Hall Road, Suite 200, Sterling Heights, MI		48313
(Address of principal executive offices)		(Zip Code)

(586) 997-2900

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a 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 ý No o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o No ý

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

Class		Outstanding at August 11, 2004
Membership Units		100

CHAAS ACQUISITIONS, LLC

INDEX

Part I. Financial Information

Item 1.		Financial Statements

		Consolidated Condensed Balance Sheet of the Company as of June 30, 2004 and as of December 31, 2003

		Consolidated Condensed Statements of Operations of the Company for the three months ended June 30, 2004, the six months ended June 30, 2004 and for the period from April 15, 2003 through June 30, 2003 and the Consolidated Condensed Statements of Operations for the Predecessor for the periods April 1, 2003 through April 14, 2003 and January 1, 2003 through April 14, 2003

		Consolidated Condensed Statements of Cash Flows for the Company for the six months ended June 30, 2004 and the period April 15, 2003 through June 30, 2003 and the Consolidated Condensed Statements of Cash Flows for the Predecessor for the period January 1, 2003 through April 14, 2003

		Consolidated Condensed Statement of Changes in Members’ Equity for the six months ended June 30, 2004 for the Company

		Notes to Consolidated Condensed Financial Statements

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.		Quantitative and Qualitative Disclosures About Market Risk

Item 4.		Controls and Procedures

Part II. Other Information and Signature

Item 1.		Legal Proceedings

Item 2.		Changes in Securities

Item 3.		Defaults Upon Senior Securities

Item 4.		Submission of Matters to a Vote of Security-Holders

Item 5.		Other Information

Item 6.		Exhibits and Reports on Form 8-K

Signature

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CHAAS ACQUISITIONS, LLC

CONSOLIDATED CONDENSED BALANCE SHEETS

As of June 30, 2004 and December 31, 2003

(Dollars in thousands)

	Company
	June 30, 2004			December 31, 2003
	(Unaudited)
ASSETS
Current assets
Cash	$	10,317		$	16,686
Accounts receivable, less reserves of $1,939 and $2,189, respectively	75,113			55,363
Inventories
Raw materials	21,199			19,039
Work-in-process	10,217			9,662
Finished goods	23,450			23,075
Reserves	(3,847		)	(3,448		)
Total inventories	51,019			48,328
Deferred income taxes	9,654			6,087
Other current assets	16,121			14,987
Total current assets	162,224			141,451
Property and equipment, net	72,580			73,795
Goodwill	39,596			39,596
Other intangible assets, net	104,909			110,156
Deferred income taxes	474			336
Other noncurrent assets	2,397			2,257
	$	382,180		$	367,591

LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	1,859		$	1,909
Accounts payable	45,222			33,285
Accrued liabilities	26,222			21,328
Deferred income taxes	547			588
Total current liabilities	73,850			57,110

Noncurrent liabilities
Deferred income taxes	8,419			8,343
Other noncurrent liabilities	4,042			4,151
Long-term debt, less current maturities	195,372			196,905
Total noncurrent liabilities	207,833			209,399

Members’ equity
Units	100,900			100,900
Other comprehensive income	4,404			5,690
Accumulated deficit	(4,807		)	(5,508		)
	100,497			101,082
	$	382,180		$	367,591

The accompanying notes are an integral part of the
consolidated condensed financial statements.

CHAAS ACQUISITIONS, LLC

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

Company

Predecessor

Three months
ended
June 30,
2004

Six months
ended
June 30,
2004

Period from
April 15, 2003
through
June 30,
2003

Period from
April 1, 2003
through
April 14,
2003

Period from
January 1, 2003
through
April 14,
2003