IAIA Intier Automotive Inc. - Class A Subordinate Voting Shares (MM)

Intier announces 2004 second quarter and year to date results NEWMARKET, ON, Aug. 3 /PRNewswire-FirstCall/ -- Intier Automotive Inc. (TSX: IAI.A, NASDAQ: IAIA) today reported financial results for the second quarter ended June 30, 2004. Diluted earnings per share for the second quarter ended June 30, 2004 were $0.61 as compared to diluted earnings per share from continuing operations of $0.36 for the second quarter ended June 30, 2003. ------------------------------------------------------------------------- All results are reported in millions of U.S. dollars, except earnings per share figures, in accordance with Canadian Generally Accepted Accounting Principles. THREE MONTH PERIODS SIX MONTH PERIODS ENDED JUNE 30, ENDED JUNE 30, (Unaudited) (Unaudited) ------------------------------------------------------------------------- 2004 2003 2004 2003 (1),(2) (1),(2) ------------------------------------------------------------------------- Sales $ 1,409.5 $ 1,120.7 $ 2,802.6 $ 2,140.6 Operating income $ 67.9 $ 39.9 $ 122.9 $ 70.6 Net income from continuing operations $ 38.0 $ 19.7 $ 67.9 $ 34.1 Net income $ 38.0 $ 19.4 $ 62.6 $ 33.0 Diluted earnings per share from continuing operations $ 0.61 $ 0.36 $ 1.10 $ 0.63 Diluted earnings per share $ 0.61 $ 0.35 $ 1.02 $ 0.62 ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Effective January 1, 2004, the Company adopted the Canadian Institute of Chartered Accountants Handbook Section 3110 "Asset Retirement Obligations." See Note 4 to the Unaudited Interim Consolidated Financial Statements. (2) On January 31, 2004, the Company sold a manufacturing facility reported in the European Interior Systems segment with an effective date of sale of January 1, 2004. As required by the Canadian Institute of Chartered Accountants Handbook Section 3475 "Disposal of Long Lived Assets and Discontinued Operations" ("CICA 3475"), the financial results of the manufacturing facility's operations have been separately disclosed as discontinued operations. Sales increased 26% to $1,409.5 million for the three month period ended June 30, 2004 compared to $1,120.7 million for the three month period ended June 30, 2003. This growth is attributable primarily to increased average dollar content per vehicle in North America resulting from new products launched during the first half of 2004 and the second half of 2003. The strengthening of the euro and British pound relative to the U.S. dollar also contributed to sales growth in Europe. North American production sales grew to $909.2 million in the second quarter of 2004 compared to $637.2 million in the second quarter of 2003 as a result of the higher North American average dollar content per vehicle. North American average dollar content per vehicle increased to $218 for the second quarter of 2004 compared to $153 for the second quarter of 2003. New products that contributed to this increase included the complete seats, headliner and instrument panel for the Chevrolet Equinox and the second and third row stow in floor seats for the DaimlerChrysler minivan. North American light vehicle production volumes remained relatively unchanged at approximately 4.2 million units for the three month periods ended June 30, 2004 and 2003. Western European production sales increased 9% to $419.4 million for the second quarter of 2004 from $383.3 million for the second quarter of 2003. This increase is primarily the result of the strengthening of the British Pound and euro relative to the U.S. dollar. New products launched in the second quarter of 2004 and in the second half of 2003 also contributed to the increased sales. Second quarter of 2004 launches included the door panels for the BMW 1 Series; a modular side door latch for a number of Audi programs; and the door panels, interior trim, carpet and cargo management system for the Mercedes A-Class. Western European average dollar content per vehicle increased to $95 for the second quarter of 2004 compared to $88 for the second quarter of 2003. Western European vehicle production volumes increased 2% to 4.4 million units for the second quarter of 2004 compared to 4.3 million units for the second quarter of 2003. Consolidated tooling and engineering sales for the three month period ended June 30, 2004 decreased by 19% to $80.9 million from $100.2 million for the three month period ended June 30, 2003. Operating income for the second quarter of 2004 increased to $67.9 million compared to $39.9 million for the second quarter of 2003. This increase was primarily attributable to higher sales resulting from new products, lower start up costs at new facilities and increased operating efficiencies at certain divisions compared to the same period in the previous year. These improvements were partially offset by higher raw material prices, increased selling, general and administrative costs and higher depreciation expense. The Company continued to generate free cash after investment activities. During the second quarter of fiscal 2004, cash generated from operations before changes in working capital was $85.9 million. An additional $10.3 million of cash was generated from working capital resulting in total cash from operating activities of $96.2 million. Investment activities during the second quarter of 2004 were $32.6 million resulting in free cash before financing activities of $63.6 million for the quarter. Diluted earnings per share were $0.61 for the three month period ended June 30, 2004 compared to diluted earnings per share from continuing operations of $0.36 for the three month period ended June 30, 2003. Commenting on the second quarter results, Don Walker, the Company's President and Chief Executive Officer, stated "We are pleased with our results in the past quarter. This is a reflection of the significant investments in product launches made over the past two years and of our continued concentration on operational efficiencies worldwide. Looking forward, we intend to focus on commercializing many of our new technologies for our customers." Intier Automotive's Board of Directors declared a dividend in respect of the second quarter of 2004 of US$0.10 per share on the Class A Subordinate Voting and Class B Shares payable on or after September 15, 2004 to shareholders of record on August 31, 2004. The Board also declared a dividend of US$2,728,750 on the outstanding Convertible Series 1 and 2 Preferred Shares payable on or after September 30, 2004 to holders of the Convertible Series Preferred Shares of record on August 31, 2004. 2004 OUTLOOK ------------ For the full year, North American and European light vehicle production volumes are expected to be approximately 16.0 million and 16.4 million units, respectively. Full year average dollar content per vehicle is expected to be between $200 and $205 for North America and $97 to $103 for Europe. Based on these production volume estimates, product mix and foreign exchange rate assumptions and tooling and engineering sales estimates, 2004 total sales are expected to be between $5.2 billion and $5.4 billion. Intier is a global full service supplier and integrator of automotive interior and closure components, systems and modules. It directly supplies most of the major automobile manufacturers in the world with approximately 23,700 employees at 73 manufacturing facilities, and 15 product development, engineering and testing centres in North America, Europe, Brazil, Japan and China. Intier will hold a conference call to discuss the second quarter results on Thursday, August 5, 2004 at 1:30 p.m. EST (Toronto Time). The number to use for this call is 1 800-396-0424. Overseas callers should use 1-416-641-6657. Please call in 10 minutes prior to the conference call. For anyone unable to listen to the scheduled call, the rebroadcast number will be 1 800 558-5253 and 416-626-4100 (reservation number is 21202583). The conference call will be chaired by Don Walker, President, Chief Executive Officer and Chairman and Michael McCarthy, Executive Vice-President and Chief Financial Officer. This press release may contain forward-looking statements within the meaning of applicable securities legislation. Such statements involve certain risks, assumptions and uncertainties which may cause actual future results and performance of Intier Automotive Inc. (the "Company") to be materially different from those expressed or implied in these statements. These risks, assumptions and uncertainties include, but are not limited to: industry cyclicality, including reductions or increases in production volumes; trade and labour disruption; pricing concessions and cost absorptions; product warranty, recall and product liability costs; the Company's financial performance; changes in the economic and competitive markets in which the Company competes; relationships with OEM customers; customer price pressures; the Company's dependence on certain vehicle programs; currency exposure; energy prices; and certain other risks, assumptions and uncertainties disclosed in the Company's public filings. The Company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements to reflect subsequent information, events or circumstances or otherwise. INTIER AUTOMOTIVE INC. CONSOLIDATED BALANCE SHEETS (U.S. dollars in millions) (Unaudited) ------------------------------------------------------------------------- ------------------------------------------------------------------------- June 30, December 31, 2004 2003 (restated - notes 4,5) ------------------------------------------------------------------------- ASSETS ------------------------------------------------------------------------- ------------------------------------------------------------------------- Current assets: Cash and cash equivalents $ 315.2 $ 216.7 Accounts receivable 921.1 805.5 Inventories 288.3 302.9 Prepaid expenses and other 39.6 37.8 Discontinued operations - 7.3 ------------------------------------------------------------------------- 1,564.2 1,370.2 Capital assets, net 559.9 567.3 Goodwill 114.8 116.4 Future tax assets 62.6 70.7 Other assets 28.3 21.8 Discontinued operations - 1.8 ------------------------------------------------------------------------- $ 2,329.8 $ 2,148.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------------------------------------------- ------------------------------------------------------------------------- Current liabilities: Bank indebtedness $ 35.1 $ 29.7 Accounts payable 930.2 827.3 Accrued salaries and wages 75.0 74.2 Other accrued liabilities (note 6) 117.3 101.3 Income taxes payable 2.6 2.4 Long-term debt due within one year 4.4 4.4 Convertible Series Preferred Shares (note 10) 215.0 108.6 Discontinued operations - 4.8 ------------------------------------------------------------------------- 1,379.6 1,152.7 Long-term debt 30.8 33.0 Other long-term liabilities 47.4 44.2 Convertible Series Preferred Shares (note 10) - 106.1 Future tax liabilities 56.7 44.9 Minority interest 1.5 1.1 ------------------------------------------------------------------------- Shareholders' equity: Convertible Series Preferred Shares (note 8) 9.2 11.8 Class A Subordinate Voting Shares (note 8) 97.4 86.1 Class B Shares (note 8) 495.8 495.8 Contributed surplus (note 9) 0.9 0.6 Retained earnings 107.2 57.4 Currency translation adjustment 103.3 114.5 ------------------------------------------------------------------------- 813.8 766.2 ------------------------------------------------------------------------- $ 2,329.8 $ 2,148.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- INTIER AUTOMOTIVE INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (U.S. dollars in millions, except per share figures and numbers of shares) (Unaudited) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Three month periods Six month periods ended June 30, ended June 30, ------------------------------------------------------------------------- 2004 2003 2004 2003 ------------------------------------------------------------------------- (restated - (restated - notes 4,5) notes 4,5) Sales $ 1,409.5 $ 1,120.7 $ 2,802.6 $ 2,140.6 ------------------------------------------------------------------------- Cost of goods sold (note 6) 1,229.2 982.2 2,458.8 1,878.3 Depreciation and amortization 27.2 24.4 54.1 47.9 Selling, general and administrative (note 9) 66.1 56.8 129.4 110.8 Affiliation and social fees 19.1 17.4 37.4 33.0 ------------------------------------------------------------------------- Operating income 67.9 39.9 122.9 70.6 Interest expense, net 0.6 0.5 1.7 1.0 Amortization of discount on Convertible Series Preferred Shares 1.6 3.0 3.1 6.0 Equity (income) loss (0.3) 0.1 (0.7) (0.2) ------------------------------------------------------------------------- Income before income taxes and minority interest 66.0 36.3 118.8 63.8 Income taxes 27.9 16.3 50.5 29.3 Minority interest 0.1 0.3 0.4 0.4 ------------------------------------------------------------------------- Net income from continuing operations $ 38.0 $ 19.7 $ 67.9 $ 34.1 Net loss from discontinued operations - 0.3 5.3 1.1 ------------------------------------------------------------------------- Net income 38.0 19.4 62.6 33.0 ------------------------------------------------------------------------- Financing charge on Convertible Series Preferred Shares 1.4 0.2 2.9 0.6 ------------------------------------------------------------------------- Net income attributable to Class A Subordinate Voting and Class B Shares 36.6 19.2 59.7 32.4 Retained earnings, beginning of period 75.6 25.2 57.4 17.2 Adjustment for change in accounting policy for asset retirement obligations - - - (2.8) Dividends on Class A Subordinate Voting and Class B Shares (5.0) (5.0) (9.9) (7.4) ------------------------------------------------------------------------- Retained earnings, end of period $ 107.2 $ 39.4 $ 107.2 $ 39.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Earnings per Class A Subordinate Voting or Class B Share from continuing operations Basic $ 0.74 $ 0.40 $ 1.32 $ 0.69 Diluted $ 0.61 $ 0.36 $ 1.10 $ 0.63 Earnings per Class A Subordinate Voting or Class B Share Basic $ 0.74 $ 0.40 $ 1.21 $ 0.67 Diluted $ 0.61 $ 0.35 $ 1.02 $ 0.62 Average number of Class A Subordinate Voting and Class B Shares outstanding (in millions) Basic 49.6 48.4 49.4 48.3 Diluted 64.7 63.3 64.4 63.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- INTIER AUTOMOTIVE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. dollars in millions) (Unaudited) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Three month periods Six month periods ended June 30, ended June 30, ------------------------------------------------------------------------- 2004 2003 2004 2003 ------------------------------------------------------------------------- (restated - (restated - notes 4,5) notes 4,5) Cash provided from (used for): OPERATING ACTIVITIES Net income from continuing operations $ 38.0 $ 19.7 $ 67.9 $ 34.1 Items not involving current cash flows 47.9 36.2 85.4 68.7 ------------------------------------------------------------------------- 85.9 55.9 153.3 102.8 Change in non-cash working capital 10.3 (48.2) 16.3 (3.5) ------------------------------------------------------------------------- 96.2 7.7 169.6 99.3 ------------------------------------------------------------------------- INVESTMENT ACTIVITIES Capital asset additions (27.3) (33.2) (52.6) (57.1) Investments and other asset additions (5.4) (3.9) (9.9) (5.8) Proceeds from disposition of capital assets and other 0.1 - 0.8 0.1 ------------------------------------------------------------------------- (32.6) (37.1) (61.7) (62.8) ------------------------------------------------------------------------- FINANCING ACTIVITIES Increase (decrease) in bank indebtedness 13.8 (30.7) 5.9 (26.9) Net repayments of long-term debt and other long-term liabilities (2.4) (2.5) (4.8) (3.5) Issue of Class A Subordinate Voting Shares 3.1 6.5 8.5 6.5 Dividends on Class A Subordinate Voting and Class B Shares (5.0) (5.0) (9.9) (7.4) Dividends on Convertible Series Preferred Shares (2.8) (2.8) (5.5) (5.6) ------------------------------------------------------------------------- 6.7 (34.5) (5.8) (36.9) ------------------------------------------------------------------------- Effect of exchange rate changes on cash and cash equivalents (0.6) 9.0 (3.6) 10.5 ------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents during the period 69.7 (54.9) 98.5 10.1 Cash and cash equivalents, beginning of period 245.5 306.3 216.7 241.3 ------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 315.2 $ 251.4 $ 315.2 $ 251.4 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (All amounts in U.S. dollars unless otherwise noted and all tabular amounts in millions, except per share figures and number of shares.) 1. BASIS OF PRESENTATION The unaudited interim consolidated financial statements have been prepared following the accounting policies as set out in the 2003 annual audited consolidated financial statements included in the Company's 2003 Annual Report to Shareholders, except for the accounting changes set out below. The unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principals ("GAAP"), except that certain disclosures required for annual financial statements have not been included. Accordingly, these unaudited interim consolidated financial statements should be read in conjunction with the 2003 annual audited consolidated financial statements as included in the Company's 2003 Annual Report to Shareholders. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, which consist only of normal and recurring adjustments, necessary to present fairly the financial position of the Company at June 30, 2004, and the results of operations and cash flows for the three and six month periods ended June 30, 2004 and 2003. 2. CYCLICALITY Substantially all revenue is derived from sales to North American and European facilities of the major automobile manufacturers. The Company's operations are exposed to the cyclicality inherent in the automobile industry and to changes in the economic and competitive environments in which the Company operates. The Company is dependent on continued relationships with the major automobile manufacturers. 3. USE OF ESTIMATES The preparation of the unaudited interim consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim consolidated financial statements and accompanying notes. Management believes that the estimates utilized in preparing its unaudited interim consolidated financial statements are reasonable and prudent; however, actual results could differ from these estimates. 4. ACCOUNTING CHANGES Asset Retirement Obligations Effective January 1, 2004, the Company adopted the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3110, "Asset Retirement Obligations", which establishes standards for the recognition, measurement and disclosure of asset retirement obligations and the related asset retirement costs. The Company has adopted this section retroactively and as such, the financial statements of the prior period have been adjusted accordingly. The retroactive changes to the Consolidated Balance Sheet at December 31, 2003 are as follows: --------------------------------------------------------------------- Capital assets $ 6.1 --------------------------------------------------------------------- $ 6.1 --------------------------------------------------------------------- --------------------------------------------------------------------- Other long-term liabilities $ 11.6 Future tax liabilities (1.0) Retained earnings (3.7) Currency translation (0.8) --------------------------------------------------------------------- $ 6.1 --------------------------------------------------------------------- --------------------------------------------------------------------- Net income for the three and six month periods ended June 30, 2003 was reduced by $0.3 million and $0.5 million, respectively. Basic and diluted earnings per share for the three month period were reduced by $0.01 and nil, respectively. Basic and diluted earnings per share for the six month period were reduced by $0.01 and $0.01, respectively. Revenue Arrangements with Multiple Deliverables The Company adopted CICA Emerging Issues Committee Abstract No. 142, "Revenue Arrangements with Multiple Deliverables" ("EIC-142") prospectively for new revenue arrangements with multiple deliverables entered into by the Company on or after January 1, 2004. The Company enters into such multiple element arrangements where it has separately priced tooling contracts that are entered into at the same time as contracts for subsequent parts production or vehicle assembly. EIC-142 addresses how a vendor determines whether an arrangement involving multiple deliverables contains more than one unit of accounting and also addresses how consideration should be measured and allocated to the separate units of accounting in the arrangement. Separately priced tooling can be accounted for as a separate revenue element only in circumstances where the tooling has value to the customer on a standalone basis and there is objective and reliable evidence of the fair value of the subsequent parts production or vehicle assembly. The adoption of EIC-142 did not have a material effect on the Company's revenue or earnings for the three and six month periods ended June 30, 2004. Stock-Based Compensation In accordance with the CICA amended Handbook Section 3870 "Stock-Based Compensation and other Stock-Based Payments" ("CICA 3870"), effective January 1, 2003, the Company prospectively adopted without restatement of any comparable period the fair value method for recognizing compensation expense for fixed price stock options. As a result, during the three and six month periods ended June 30, 2004, the Company recognized compensation expense of $0.2 million and $0.3 million, respectively. There was no compensation expense recognized during the three and six month periods ended June 30, 2003. 5. DISCONTINUED OPERATIONS On January 31, 2004, the Company sold a manufacturing facility reported in the Europe Interior Systems segment with an effective date of sale of January 1, 2004. The impact of the sale was a net loss from discontinued operations of $5.3 million, which included a $1.8 million write-off of future tax assets. The loss from discontinued operations was recognized in the three month period ended March 31, 2004. As required by the Canadian Institute of Chartered Accountants Handbook section 3475 "Disposal of Long-Lived Assets and Discontinued Operations" ("CICA 3475"), the financial results of the manufacturing facility's operations have been separately disclosed as discontinued operations. The Company's assets, liabilities and equity, revenues and expenses and cash flows related to discontinued operations are as follows: Balance Sheet: As at December 31 2003 --------------------------------------------------------------------- ASSETS --------------------------------------------------------------------- Current Assets Accounts receivable $ 5.2 Inventory 2.0 Prepaid expenses and other 0.1 --------------------------------------------------------------------- 7.3 Future tax assets 1.8 --------------------------------------------------------------------- $ 9.1 --------------------------------------------------------------------- --------------------------------------------------------------------- LIABILITIES AND NET INVESTMENT --------------------------------------------------------------------- Current Liabilities Accounts payable $ 3.5 Accrued salaries and wages 0.8 Other accrued liabilities 0.5 --------------------------------------------------------------------- 4.8 Net investment 4.3 --------------------------------------------------------------------- $ 9.1 --------------------------------------------------------------------- --------------------------------------------------------------------- Statement of Income: Three month Six month period ended period ended June 30, 2003 June 30, 2003 --------------------------------------------------------------------- Sales $ 11.5 $ 23.2 --------------------------------------------------------------------- Costs of goods sold 11.0 22.8 Selling, general and administrative 0.4 0.8 Affiliation and social fees 0.2 0.4 --------------------------------------------------------------------- Operating loss (0.1) (0.8) Income taxes 0.2 0.3 --------------------------------------------------------------------- Net loss $ (0.3) $ (1.1) --------------------------------------------------------------------- --------------------------------------------------------------------- Statement of Cash Flow: Three month Six month period ended period ended June 30, 2003 June 30, 2003 --------------------------------------------------------------------- Cash provided from (used for): OPERATING ACTIVITIES Net loss $ (0.3) (1.1) Items not involving current cash flows 0.2 0.3 --------------------------------------------------------------------- (0.1) (0.8) Change in non-cash working capital (1.8) 0.1 --------------------------------------------------------------------- (1.9) (0.7) FINANCING ACTIVITIES Issues of debt 1.9 0.7 Net change in cash and cash equivalents during the period - - Cash and cash equivalents, beginning of period - - --------------------------------------------------------------------- Cash and cash equivalents, end of period $ - $ - --------------------------------------------------------------------- --------------------------------------------------------------------- 6. RESTRUCTURING PROVISIONS During the first quarter of 2004, the Company recorded a restructuring charge of $2.5 million for severance and termination costs related to the closure of a manufacturing facility formerly reported in the Closure Systems segment. As at June 30, 2004, $2.0 million of this provision for severance and termination costs is included in other accrued liabilities. 7. COMMITMENTS AND CONTINGENCIES a) On June 10, 2004, the Company was served with a statement of claim issued in the Ontario Superior Court of Justice by C-MAC Invotronics Inc., a subsidiary of Solectron Corporation. The plaintiff is a supplier of electro-mechanical and electronic automotive parts and components to the Company. The Statement of claim alleges, among other things: - improper use by the Company of the plaintiff's confidential information and technology in order to design and manufacture certain automotive parts and components; and - breach of contract related to a failure by the Company to fulfill certain preferred sourcing obligations arising under a strategic alliance agreement signed by the parties at the time of the Company's disposition of the Invotronic's business division to the plaintiff in September, 2000. The plaintiffs are seeking, among other things, compensatory damages in the amount of Cdn. $150 million and punitive damages in the amount of Cdn. $10 million. Despite the early stages of the litigation, the Company believes it has valid defenses to the plaintiffs' claims and therefore intends to defend this case vigorously. b) In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and former employees and for environmental remediation costs. Management believes that adequate provisions have been recorded in the accounts where required. Although it is not possible to estimate the extent of potential costs and losses, if any, management believes, but can provide no assurance that the ultimate resolution of such contingencies would not have a material adverse effect on the financial position and results of operations of the Company. Please refer to Note 22 "Contingencies" in the 2003 audited consolidated financial statements included in the Company's 2003 Annual Report to Shareholders. c) In February 2003, the CICA issued Accounting Guideline No. 14, "Disclosure of Guarantees" ("AcG-14"). Consistent with AcG-14, the Company has provided disclosure about guarantees as required for interim periods beginning on or after January 1, 2003. The Company has guarantees to third parties that include future rent, utility costs, workers compensation claims under development, commitments linked to maintaining specific employment, customs duties and obligations linked to performance of specific vehicle programs. The amounts of these guarantees are not individually or in aggregate significant. d) During the second quarter of 2004, the Company entered into an operating lease agreement for vehicle parts tooling. The lease facility requires lease payments for tooling costs, which approximated $10.0 million, be made monthly over the lease term expiring in January 2008. The lease commenced when all tooling costs were funded on June 18, 2004. 8. CAPITAL STOCK Class and Series of Outstanding Securities The Company's share structure has remained consistent with that in place as at December 31, 2003. For details concerning the nature of the Company's securities, please refer to Note 13 "Convertible Series Preferred Shares" and note 14 "Capital Stock" in the 2003 audited consolidated financial statements included in the Company's 2003 Annual Report to Shareholders. The following table summarizes the outstanding share capital of the Company: --------------------------------------------------------------------- --------------------------------------------------------------------- Authorized Issued --------------------------------------------------------------------- Convertible Series Preferred Shares(i) (Convertible into Class A Subordinate Voting Shares) 2,250,000 2,183,000 Preferred Shares, issuable in series Unlimited - Class A Subordinate Voting Shares (i),(ii),(iii) Unlimited 7,127,491 Class B Shares (Convertible into Class A Subordinate Voting Shares) Unlimited 42,751,938 --------------------------------------------------------------------- --------------------------------------------------------------------- (i) On June 22, 2004, Magna International Inc. ("Magna") exercised its right to convert 27,500 Series 1 Convertible Preferred Shares into Class A Subordinate Voting Shares of the Company. The Company's Convertible Series Preferred Shares are convertible by Magna at a fixed conversion price of U.S.$15.09 per Class A Subordinate Voting Share and accordingly, Magna received 182,239 Class A Subordinate Voting Shares of the Company. (ii) The stated value of Class A Subordinate Voting Shares increased by $2.6 million and $7.7 million during the three and six month periods ended June 30, 2004, representing 146,633 and 455,241 shares issued to the Company's Employee Equity and Profit Participation Program. (iii) The stated value of Class A Subordinate Voting Shares also increased by $0.5 million and $0.8 million during the three and six month periods ended June 30, 2004, representing 38,050 shares and 58,750 shares issued on the exercise of stock options granted under the Company's Incentive Stock Option Plan. Maximum Number of Shares The following table presents the maximum number of Class A Subordinate Voting and Class B Shares that would be outstanding if all of the outstanding options and Convertible Series Preferred Shares issued and outstanding as at June 30, 2004 were exercised or converted: Number of Shares --------------------------------------------------------------------- Class A Subordinate Voting Shares outstanding as at June 30, 2004 7,127,491 Class B Shares outstanding as at June 30, 2004 42,751,938 Options to purchase Class A Subordinate Voting Shares 3,500,550 Convertible Series Preferred Shares, convertible at $15.09 per share 14,466,534 --------------------------------------------------------------------- 67,846,513 --------------------------------------------------------------------- --------------------------------------------------------------------- The number of shares reserved to be issued for stock options is 5,929,050 Class A Subordinate Voting Shares of which 2,428,500 are reserved but unoptioned at June 30, 2004. Incentive Stock Options Information concerning the Company's Incentive Stock Option Plan is included in note 14 "Capital Stock" of the 2003 audited consolidated financial statements included in the Company's 2003 Annual Report to Shareholders. The following is a continuity schedule of options outstanding: Canadian dollar options Weighted average Options Number exercise price exercisable --------------------------------------------------------------------- Outstanding at December 31, 2003 2,002,300 Cdn.$ 22.02 1,031,500 Exercised (1,600) Cdn.$ 21.00 (1,600) --------------------------------------------------------------------- Outstanding at March 31, 2004 2,000,700 Cdn.$ 22.02 1,029,900 --------------------------------------------------------------------- Exercised (9,700) Cdn.$ 21.00 (9,700) --------------------------------------------------------------------- Outstanding at June 30, 2004 1,991,000 Cdn.$ 22.02 1,020,200 --------------------------------------------------------------------- --------------------------------------------------------------------- U.S. dollar options Weighted average Options Number exercise price exercisable --------------------------------------------------------------------- Outstanding at December 31, 2003 1,557,000 U.S.$ 14.68 856,600 Exercised (19,100) U.S.$ 13.72 (19,100) --------------------------------------------------------------------- Outstanding at March 31, 2004 1,537,900 U.S.$ 14.69 837,500 --------------------------------------------------------------------- Exercised (28,350) U.S.$ 13.72 (28,350) --------------------------------------------------------------------- Outstanding at June 30, 2004 1,509,550 U.S.$ 14.71 809,150 --------------------------------------------------------------------- --------------------------------------------------------------------- 9. STOCK-BASED COMPENSATION Prior to 2003, the Company did not recognize compensation expense for its outstanding fixed price stock options. Effective January 1, 2003, the Company adopted the fair value recognition provisions of CICA 3870 for all stock options granted after January 1, 2003. The fair value of stock options is estimated at the date of grant using the Black-Scholes options pricing model. For the three month and six month periods ended June 30, 2004, the compensation expense recognized in selling, general and administrative expense and credited to contributed surplus related to the Company's outstanding fixed price stock options amounted to approximately $0.2 million and $0.3 million respectively (for the three and six month periods ended June 30, 2003 - nil and nil, respectively). For the three month and six month periods ended June 30, 2004 and 2003, no options were granted under the Company's Incentive Stock Option Plan. If the fair value recognition provisions would have been adopted effective January 1, 2002 for all stock options granted after January 1, 2002, the Company's pro forma net income attributable to Class A Subordinate Voting and Class B Shares and pro forma basic and diluted earnings per Class A Subordinate Voting or Class B Share for the three and six months ended June 30, 2004 and 2003 would have been as follows: Three month periods Six month periods ended June 30, ended June 30, 2004 2003 2004 2003 --------------------------------------------------------------------- Pro forma net income attributable to Class A Subordinate Voting and Class B Shares from continuing operations $ 36.4 $ 19.3 $ 64.6 $ 33.1 Pro forma earnings per Class A Subordinate Voting or Class B share from continuing operations Basic $ 0.73 $ 0.40 $ 1.31 $ 0.69 Diluted $ 0.61 $ 0.36 $ 1.10 $ 0.63 --------------------------------------------------------------------- --------------------------------------------------------------------- 10. CONVERTIBLE SERIES PREFERRED SHARES The liability amount for Series 1 and Series 2 Convertible Preferred Shares are presented as current liabilities. The Series 1 Convertible Preferred Shares are retractable by Magna at their carrying value of $105.8 million, together with all declared and unpaid dividends, after December 31, 2003. The Series 2 Convertible Preferred Shares are retractable by Magna at their carrying value of $109.2 million, together with all declared and unpaid dividends, after December 31, 2004. The Series 1 and Series 2 Convertible Preferred Shares are also convertible by Magna into the Company's Class A Subordinate Voting Shares at a fixed conversion price of U.S.$15.09 per Class A Subordinate Voting Share. The Series 1 and Series 2 Convertible Preferred Shares are redeemable by the Company commencing December 31, 2005. 11. EMPLOYEE BENEFIT EXPENSE The Company recorded pension and other employee future benefit expenses as follows: Three month periods Six month periods ended June 30, ended June 30, 2004 2003 2004 2003 --------------------------------------------------------------------- Defined benefit pension plans $ 2.5 $ 2.9 $ 5.4 $ 4.2 Post retirement medical benefit plans 0.6 0.4 1.2 0.9 Other 0.4 0.3 0.9 0.6 --------------------------------------------------------------------- Total $ 3.5 $ 3.6 $ 7.5 $ 5.7 --------------------------------------------------------------------- --------------------------------------------------------------------- 12. SEGMENTED INFORMATION The Company's segmented results of operations are as follows: Three month period ended Three month period ended June 30, 2004 June 30, 2003 --------------------------------------------------------------------- Operating Capital Operating Capital Total income assets, Total income assets, Sales (loss) net Sales (loss) net --------------------------------------------------------------------- Interior Systems North America $ 726.2 $ 53.5 $ 256.7 $ 473.4 $ 22.9 $ 243.2 Europe 398.1 (3.6) 187.3 393.6 (0.5) 174.8 Closure Systems 286.9 17.0 115.3 255.0 17.1 105.9 Corporate, other and intersegment eliminations (1.7) 1.0 0.6 (1.3) 0.4 0.8 --------------------------------------------------------------------- Total reportable segments $1,409.5 $ 67.9 $ 559.9 $1,120.7 $ 39.9 $ 524.7 Current assets 1,564.2 1,302.3 Goodwill, future tax and other assets 205.7 196.3 Assets of discontinued operations - 9.5 --------------------------------------------------------------------- Consolidated total assets $2,329.8 $2,032.8 --------------------------------------------------------------------- --------------------------------------------------------------------- Six month period ended Six month period ended June 30, 2004 June 30, 2003 --------------------------------------------------------------------- Operating Capital Operating Capital Total income assets, Total income assets, Sales (loss) net Sales (loss) net --------------------------------------------------------------------- Interior Systems North America $1,399.9 $ 98.7 $ 256.7 $ 901.1 $ 35.5 $ 243.2 Europe 815.0 (10.7) 187.3 749.7 2.8 174.8 Closure Systems 590.9 34.2 115.3 491.9 31.7 105.9 Corporate, other and intersegment eliminations (3.2) 0.7 0.6 (2.1) 0.6 0.8 --------------------------------------------------------------------- Total reportable segments $2,802.6 $ 122.9 $ 559.9 $2,140.6 $ 70.6 $ 524.7 Current assets 1,564.2 1,302.3 Goodwill, future tax and other assets 205.7 196.3 Assets of discontinued operations - 9.5 --------------------------------------------------------------------- Consolidated total assets $2,329.8 $2,032.8 --------------------------------------------------------------------- --------------------------------------------------------------------- 13. SUBSEQUENT EVENTS Subsequent to June 30, 2004, the Company signed a letter of intent to proceed with the sale of one of its facilities in the European Interior Systems segment. The transaction is expected to close during the third quarter of 2004. The impact on the Company is expected to be a loss from disposal of approximately $7.0 million to $9.0 million, which will be presented as part of discontinued operations in the third quarter of 2004. 14. COMPARABLE FIGURES Certain of the comparative figures have been reclassified to conform to the current period method of presentation. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2004 This Management's Discussion and Analysis of the Results of Operations and Financial Condition ("MD&A") for the three and six month periods ended June 30, 2004 was prepared as of August 3, 2004 and should be read in conjunction with the accompanying unaudited interim Consolidated Financial Statements for the three and six month periods ended June 30, 2004 and the audited Consolidated Financial Statements and MD&A of Intier Automotive Inc. (the "Company") for the year ended December 31, 2003, as included in the 2003 Annual Report to Shareholders. This Management's Discussion and Analysis discusses results of operations from continuing operations unless otherwise noted (see Note 5 "Discontinued Operations" in the accompanying June 30, 2004 unaudited interim Consolidated Financial Statements). All amounts in this MD&A are in U.S. dollars unless otherwise noted. OVERVIEW The Company is a global full service supplier of automotive interior and closure components, systems and modules whose principal products include interior systems, such as seating systems, cockpit systems, sidewall systems, cargo management systems and overhead, floor and acoustic systems and related components; and closure systems, including latching systems, glass moving systems, power sliding doors and liftgates, mid-door and tailgate modules, wiper systems and door modules. The Company directly supplies most of the major automobile manufacturers in the world. The Company's operations consist of two business segments, Interior and Closure businesses, which are generally aligned on a product basis with the corresponding purchasing and engineering groups of the Company's customers. For the three month period ended June 30, 2004, the Company's Interior segment accounted for approximately 80% and 74% of the Company's consolidated sales and operating income, the Company's Closure segment accounted for approximately 20% and 25% of the Company's consolidated sales and operating income and Corporate income accounted for approximately 1% of the Company's consolidated operating income. The following are the highlights of the Company's financial performance for the second quarter of 2004: - Total sales increased 26% to $1,409 million compared to $1,121 million for the second quarter of 2003. - Average dollar content on North American produced vehicles in the second quarter of 2004 increased by $65 to $218 as compared to $153 in the second quarter of 2003. Western European average dollar content per vehicle increased by $7 to $95 in the second quarter of 2004, compared to $88 in the second quarter of 2003. The growth in content in North America was primarily attributable to increased market penetration and the growth in Europe was primarily attributable to the strengthening of the euro and British Pound relative to the U.S. dollar. - New products launched during the second quarter of 2004 included, the door panels for the BMW 1 Series; a modular side door latch for a number of Audi programs; and the door panels, interior trim, carpet and cargo management system for the Mercedes A-Class. - North American light vehicle production remained relatively unchanged at 4.2 million units and Western European vehicle production increased approximately 2% to 4.4 million units, compared to the second quarter of 2003. - Operating income increased by 70% to $67.9 million from $39.9 million in the second quarter of 2003. Industry Risks and Trends The following is a summary of some of the more significant risks and trends in the automotive industry that could affect the Company's financial results: - An economic downturn could reduce or eliminate the Company's profitability. The global automotive industry is cyclical and is sensitive to changes in economic conditions such as interest rates, consumer demand, commodity prices and international conflicts; - Increasing price reduction pressures from the Customer could reduce sales and profit margins; - The Company is under increasing pressure to absorb more costs related to product design and engineering and tooling as well as other items previously paid for directly by automobile manufacturers that could reduce profit margins; - Shift in market share among vehicles could have an adverse effect on the Company's sales and profit margins; - The Company's profitability is affected by movements of the U.S. dollar against the Canadian dollar, the British Pound, the euro and other currencies in which the Company generates revenues; - The Company is under increasing pressure to move operations to lower cost jurisdictions like Mexico, China and Eastern Europe. The impact to the Company could include higher costs associated with the impairment of redundant assets and labour in certain higher cost jurisdictions in which the Company currently carries on business, relocation and start-up costs, all of which would adversely impact profit in the short term; and - The Company's customers are increasingly requesting that each of their suppliers bear the cost of the repair and replacement of defective products which are either covered under automobile manufacturer's warranty or are the subject of a recall by the customer and which were improperly designed, manufactured or assembled by their suppliers. The Company is also subject to the risk of exposure to product liability claims in the event that the failure of the Company's products results in bodily injury and/or property damage. RESULTS OF OPERATIONS Impact of Foreign Currency Translation Three month periods Six month periods ended June 30, ended June 30, ------------------------------------------------------------------------- 2004 2003 Change 2004 2003 Change ------------------------------------------------------------------------- 1 Canadian dollar equals U.S. dollars 0.7352 0.7171 3% 0.7466 0.6895 8% 1 euro equals U.S. dollars 1.2055 1.1391 6% 1.2268 1.1059 11% 1 British Pound equals U.S. dollars 1.8068 1.6208 11% 1.8236 1.6114 13% ------------------------------------------------------------------------- ------------------------------------------------------------------------- The Company's results are directly affected by the average exchange rate used to translate the results of its operations having a functional currency other than the U.S. dollar into U.S. dollars. The preceding table reflects the average foreign exchange rates between the primary currencies in which the Company conducts business and the Company's U.S. dollar reporting currency. These exchange rates have been used to translate the results of foreign operations into U.S. dollars. Throughout this MD&A, reference is made to the impact of foreign exchange on reported U.S. dollar amounts where relevant. Three Month Periods Ended June 30, 2004 and 2003 Sales (in millions, except average dollar content per vehicle) Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Vehicle production volumes North America 4.2 4.2 Europe 4.4 4.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Average dollar content per vehicle North America $ 218 $ 153 Europe $ 95 $ 88 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Production sales - Interior Systems North America $ 683.8 $ 443.7 Europe 364.2 338.2 Production sales - Closure Systems 280.6 238.6 ------------------------------------------------------------------------- 1,328.6 1,020.5 Tooling and engineering sales 80.9 100.2 ------------------------------------------------------------------------- Total sales $ 1,409.5 $ 1,120.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Production Sales - Interior Systems: North America: North American production sales for the Interior business increased 54% to $683.8 million for the second quarter of 2004 compared to $443.7 million for the second quarter of 2003. This growth was primarily attributable to an increase in average dollar content per vehicle. The increase in average dollar content per vehicle was attributable to new products launched during the first half of 2004 including the complete seats, headliner and instrument panel for the Chevrolet Equinox; and the second and third row stow in floor seats for the DaimlerChrysler minivans and also to new products launched during the second half of 2003 including the complete seats, overhead system and interior trim for the Ford Freestar and Mercury Monterey; the integration of the complete interior, excluding seats for the Cadillac SRX; the seat mechanisms for the Honda Accord and Pilot; the door panels for the Chevrolet Malibu; and the cockpit module and seat tracks for the Chevrolet Colorado and the GMC Canyon. Europe: European production sales for the Interior business increased 8% to $364.2 million for the second quarter of 2004 compared to $338.2 million for the second quarter of 2003. This growth was primarily due to the strengthening of the euro and British Pound relative to the U.S. dollar. New products launched in the second quarter of 2004 including the door panels for the BMW 1 Series; and the door panels, interior trim, carpet and cargo management system for the Mercedes A-Class; and new products launched in the second half of 2003 also contributed to the increased sales. Production Sales - Closure Systems: Production sales for the Closure business increased $42.0 million to $280.6 million for the second quarter of 2004 from $238.6 million for the second quarter of 2003. The increase in production sales is due to an increase in average dollar content per vehicle, which is primarily a result of the launch of a modular side door latch for a number of Audi programs in 2004 as well as other new products launched in 2003. Production sales for the Closure business have also been positively impacted by the strengthening of the euro and the Canadian dollar relative to the U.S. dollar. Tooling and Engineering Sales: The Company's consolidated tooling and engineering sales for the second quarter of 2004 decreased by $19.3 million to $80.9 million from $100.2 million for the second quarter of 2003 due to a lower number of new product launches during the second quarter of 2004 compared to the second quarter of 2003. Tooling and engineering sales decreased by $9.1 million to $74.6 million in the Interior business and decreased by $10.2 million to $6.3 million in the Closure business for the second quarter of 2004 compared to the second quarter of 2003. Gross Margin Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Gross margin $ 180.3 $ 138.5 ------------------------------------------------------------------------- Gross margin as a percentage of total sales 12.8% 12.4% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Gross margin increased by $41.8 million to $180.3 million in the second quarter of 2004 compared to $138.5 million in the second quarter of 2003. As a percentage of total sales, gross margin increased to 12.8% for the second quarter of 2004 compared to 12.4% for the comparable quarter of 2003. This increase is a result of sales from new products launched during the first half of 2004 and the second half of 2003, lower costs associated with launch of new products and new facilities as compared to the second quarter of 2003, operating improvements at certain divisions, approximately $3 million of incremental investment tax credits as compared to the second quarter of 2003 and the strengthening of the British Pound, euro and Canadian dollar relative to the U.S. dollar. These increases have been partially offset by increased raw material prices and operating inefficiencies at a certain division. Operating Income Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Gross margin $ 180.3 $ 138.5 Less: Depreciation and amortization 27.2 24.4 Selling, general and administrative 66.1 56.8 Affiliation and social fees 19.1 17.4 ------------------------------------------------------------------------- Operating income $ 67.9 $ 39.9 ------------------------------------------------------------------------- Depreciation and amortization as a percentage of total sales 1.9% 2.2% ------------------------------------------------------------------------- Selling, general and administrative expenses as a percentage of total sales 4.7% 5.1% ------------------------------------------------------------------------- ------------------------------------------------------------------------- Depreciation and amortization: Depreciation and amortization expense increased by $2.8 million to $27.2 million for the second quarter of 2004 from $24.4 million for the second quarter of 2003. $3.3 million of the increase was due to additional depreciation expense as a result of the Company's continuing investment in capital equipment to support new programs and facilities and the strengthening of the Canadian dollar, euro, and British Pound relative to the U.S. dollar. This increase was partially offset by $0.5 million of lower depreciation expense relating to the closure of facilities in the first quarter of 2004. Selling, general and administrative: Selling, general and administrative ("SG&A") costs increased by $9.3 million to $66.1 million for the second quarter of 2004 from $56.8 million for the second quarter of 2003. $10.6 million of the increase in SG&A costs was primarily attributable to the incremental costs associated with the launch of new products and new facilities and the strengthening of the Canadian dollar, euro and British Pound relative to the U.S. dollar. This increase was partially offset by $1.3 million of lower SG&A costs resulting from the closure of facilities in the first quarter of 2004. Affiliation and social fees: The Company pays fees to Magna for certain rights provided under the terms of the Company's affiliation agreements and contributes a portion of its social commitment obligation under its Corporate Constitution pursuant to a social commitment agreement with Magna. These fees and social commitment contributions are based on the Company's sales and pretax profits. The fees and contributions to Magna expensed during the second quarter of 2004 were $19.1 million reflecting an increase of $1.7 million compared to $17.4 million expensed in the second quarter of 2003. The increase in fees is reflective of the increase in sales and pretax profits in the second quarter of 2004 compared to the second quarter of 2003. Operating Income: Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Interior Systems North America $ 53.5 $ 22.9 Europe (3.6) (0.5) Closure Systems 17.0 17.1 Corporate 1.0 0.4 ------------------------------------------------------------------------- Operating income $ 67.9 $ 39.9 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating Income - Interior Systems: North America: Operating income for the North American Interior business increased by $30.6 million to $53.5 million for the second quarter of 2004 from $22.9 million. Operating income was positively impacted by $35.2 million primarily as a result of increased sales from new products launched, increased sales on certain high content programs, lower costs associated with fewer launches of new products and new facilities offset by increased raw material prices, a $5.8 million improvement in operating income at a previous underperforming division and $2.7 million of incremental investment tax credits. These increases have been partially offset by a $10.3 million increase in selling, general and administrative costs and affiliation fees associated with the growth in sales and by a $2.8 million increase in depreciation and amortization expense resulting from the Company's continuing investment in capital equipment to support new production programs and facilities. Europe: Operating loss for the European Interior business increased $3.1 million to $3.6 million for the second quarter of 2004 from $0.5 million for the second quarter of 2003. The negative impact was primarily due to a $2.7 million operating income deterioration at one particular division due to lower sales and operating inefficiencies. Operating Income - Closure Systems: Operating income for the Closure business decreased by $0.1 million to $17.0 million for the second quarter of 2004 from $17.1 million for the second quarter of 2003. Operating income increased by $3.0 million as a result of operating income improvements at a previous underperforming division. This was offset by a $2.3 million increase in selling, general and administrative costs and affiliation fees associated with the increase in sales and by $0.8 million resulting from increased costs associated with the launch of new products, new facilities and raw materials offset by higher sales from new products. Operating Income - Corporate: Operating income for corporate for the second quarter of 2004 was $1.0 million as compared to $0.4 million for the comparable period in the prior year. Other Items Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Operating income $ 67.9 $ 39.9 Interest expense, net 0.6 0.5 Amortization of discount on Convertible Series Preferred Shares 1.6 3.0 Equity (income) loss (0.3) 0.1 ------------------------------------------------------------------------- Income before income taxes and minority interest 66.0 36.3 Income taxes 27.9 16.3 Minority interest 0.1 0.3 ------------------------------------------------------------------------- Net income from continuing operations 38.0 19.7 Net loss from discontinued operations - 0.3 ------------------------------------------------------------------------- Net income 38.0 19.4 Financing charge on Convertible Series Preferred Shares 1.4 0.2 ------------------------------------------------------------------------- Net income attributable to Class A Subordinate Voting and Class B Shares $ 36.6 $ 19.2 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Interest expense, net: The Company's interest expense for the second quarter of 2004 increased $0.1 million to $0.6 million compared to $0.5 million for the second quarter of 2003, primarily due to charges on bank indebtedness and long-term debt balances and to lower interest income earned on cash balances. Amortization of discount on Convertible Series Preferred Shares: As part of the reorganization of the Company in August 2001, $225 million of Convertible Series Preferred Shares were issued to Magna. As a result, a $1.6 million charge relating to the Company's amortization of the discount on the Convertible Series Preferred Shares classified as debt was incurred during the second quarter of 2004 compared to $3.0 million in the second quarter of 2003. The decrease of amortization of discount on Convertible Series Preferred Shares is reflective of the Series 1 Convertible Preferred Shares being fully amortized at December 31, 2003. Income taxes: The effective tax rate on income before income taxes and minority interest was 42% for the second quarter of 2004 compared to 45% for the second quarter of 2003. Excluding the impact of losses not benefited, the non-deductible amortization of discount on Convertible Series Preferred Shares and a $3.1 million valuation allowance for future taxes recorded in the second quarter of 2004, the effective tax rate was approximately 33% for the second quarter of 2004 as compared to 32% for the second quarter of 2003. Net income from continuing operations: Net income from continuing operations for the second quarter of 2004 was $38.0 million as compared to $19.7 million for the second quarter of 2003. The increase was attributable to increased operating income resulting primarily from increased sales from new products launched during the first half of 2004 and the second half of 2003, lower costs associated with the launch of new products, operating income improvements at certain underperforming divisions, incremental investment tax credits and lower amortization of discount on Convertible Series Preferred Shares. These increases were partially offset by increased raw material prices, increased SG&A costs and affiliation fees associated with the increase in sales, increased depreciation and amortization expense resulting from the Company's continuing investment in capital equipment to support new production programs and facilities and increased income tax expense. Net loss from discontinued operations: Net loss from discontinued operations for the second quarter of 2003 relates to the sale of a manufacturing facility during the first quarter of 2004 formerly reported in the European Interior Systems segment. As required by the Canadian Institute of Chartered Accountants Handbook Section 3475 "Disposal of Long-Lived Assets and Discontinued Operations", the results of the discontinued operations have been segregated from the results of continuing operations. For the second quarter of 2003, the Company incurred a net loss from discontinued operations of $0.3 million on $11.5 million of sales. For the full year of 2003, the Company incurred a net loss from discontinued operations of $0.4 million on $47.5 million of sales. Financing Charge: The deduction from net income of dividends declared and paid on the Convertible Series Preferred Shares (net of return of capital) was $1.4 million for the second quarter of 2004 compared to $0.2 million for second quarter of 2003. The increase is a result of the dividend equity component of the Series 1 Convertible Preferred Shares being fully utilized. Earnings Per Share Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Earnings per Class A Subordinate Voting or Class B Share from continuing operations (U.S. $) Basic $ 0.74 $ 0.40 Diluted $ 0.61 $ 0.36 ------------------------------------------------------------------------- Earnings per Class A Subordinate Voting or Class B Share (U.S.$) Basic $ 0.74 $ 0.40 Diluted $ 0.61 $ 0.35 ------------------------------------------------------------------------- Average number of Class A Subordinate Voting and Class B Shares outstanding (in millions) Basic 49.6 48.4 Diluted 64.7 63.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Diluted earnings per Class A Subordinate Voting or Class B Share from continuing operations for the second quarter of 2004 was $0.61 compared to $0.36 for the second quarter of 2003. The increase in diluted earnings per Class A Subordinate Voting or Class B Share from continuing operations is a result of higher net income for the second quarter of 2004 compared to the second quarter of 2003. The impact of discontinued operations on diluted earnings per Class A Subordinate Voting or Class B Share for the second quarters of 2004 and 2003 was nil and a reduction of $0.01, respectively. The 2003 full year impact of discontinued operations on diluted earnings per share was a reduction of $0.01. On June 22, 2004, Magna International Inc. ("Magna") exercised its right to convert 27,500 Series 1 Convertible Preferred Shares into Class A Subordinate Voting Shares of the Company. The Company's Series 1 and Series 2 Convertible Preferred Shares are convertible by Magna at a fixed conversion price of $15.09 per Class A Subordinate Voting Share and accordingly, Magna received 182,239 Class A Subordinate Voting Shares of the Company. During the second quarter of 2004, the Company issued 146,633 Class A Subordinate Voting Shares to the Intier Employee Equity and Profit Participation Program. The remaining increase in the average number of Class A Subordinate Voting and Class B Shares outstanding relates to the exercise of stock options granted under the Company's Incentive Stock Option Plan. Overview of Six Month Periods Ended June 30, 2004 and 2003 Sales (in millions, except average dollar content per vehicle) Six month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Vehicle production volumes North America 8.3 8.3 Europe 8.8 8.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Average dollar content per vehicle North America $ 213 $ 146 Europe $ 99 $ 86 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Production sales - Interior Systems North America $ 1,304.2 $ 836.5 Europe 757.2 658.1 Production sales - Closure Systems 576.4 462.6 ------------------------------------------------------------------------- 2,637.8 1,957.2 ------------------------------------------------------------------------- Tooling and engineering sales 164.8 183.4 ------------------------------------------------------------------------- Total sales $ 2,802.6 $ 2,140.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Production Sales - Interior Systems: North America: North American production sales for the Interior business increased 56% to $1,304.2 million for the first half of 2004 compared to $836.5 million for the first half of 2003. This growth was due to an increase in average dollar content per vehicle and to the strengthening of the Canadian dollar relative to the U.S. dollar. The increase in average dollar content per vehicle was attributable to new products launched during the first half of 2004 including the complete seats, headliner and instrument panel for the Chevrolet Equinox; the second and third row stow in floor seats for the DaimlerChrysler minivans and to new products launched during the second half of 2003 including the complete seats, overhead system and interior trim for the Ford Freestar and Mercury Monterey; the integration of the complete interior, excluding seats, for the Cadillac SRX; the seat mechanisms for the Honda Accord and Pilot; the door panels for the Chevrolet Malibu and the cockpit module and seat tracks for the Chevrolet Colorado and the GMC Canyon. Europe: European production sales for the Interior business increased 15% to $757.2 million for the first half of 2004 compared to $658.1 million for the first half of 2003. This growth was primarily due to the strengthening of the euro and British Pound relative to the U.S. dollar. New products launched in the first half of 2004, including the door panels for the BMW 1 Series; and the door panels, interior trim, carpet and cargo management system for the Mercedes A-Class and new products launched during the second half of 2003 also contributed to the increased sales. Production Sales - Closure Systems: Production sales for the Closure business increased 25% to $576.4 million for the first half of 2004 from $462.6 million for the first half of 2003. The increase in production sales was primarily due to the increase in average dollar content per vehicle from the six month period ended June 30, 2003, and the strengthening of the euro and Canadian dollar relative to the U.S. dollar. The increase in average dollar content per vehicle is primarily a result of the launch of a modular side door latch for a number of Audi programs as well as other new programs launched during 2003. Tooling and Engineering Sales: The Company's consolidated tooling and engineering sales for the first half of 2004 decreased 10% to $164.8 million from $183.4 million for the first half of 2003 due to a lower number of new product launches during the first half of 2004 compared to the first half of 2003. Tooling and engineering sales decreased by $3.7 million to $150.3 million in Interior business and decreased by $14.9 million to $14.5 million in the Closure business for the first half of 2004. Operating Income Six month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Interior Systems North America $ 98.7 $ 35.5 Europe (10.7) 2.8 Closure Systems 34.2 31.7 Corporate 0.7 0.6 ------------------------------------------------------------------------- Operating Income $ 122.9 $ 70.6 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Operating Income - Interior Systems: North America: Operating income for the North American Interior business increased by $63.2 million to $98.7 million for the first half of 2004 from $35.5 million for the first half of 2003. Operating income was positively impacted by $74.4 million primarily as a result of increased sales from new product launches, increased sales on certain high content programs, lower costs associated with fewer launches of new products and new facilities offset by increased raw material prices, a $10.1 million improvement in operating income at a previous underperforming division and $5.0 million of incremental investment tax credits. These increases have been partially offset by $20.4 million of increased SG&A costs and affiliation fees associated with the increase in sales and by $5.9 million of increased depreciation and amortization expense resulting from the Company's continuing investment in capital equipment to support new production programs and facilities. Europe: Operating income for the European Interior business decreased by $13.5 million to an operating loss of $10.7 million for the first half of 2004 from operating income of $2.8 million for the first half of 2003. The decrease is primarily attributable to a $4.0 million charge relating to the writedown of inventory at two reorganized facilities and a $5.6 million operating income deterioration at one particular division due to lower sales and operating inefficiencies. Operating Income - Closure Systems: Operating income for the Closure business increased by $2.5 million to $34.2 million in the first half of 2004 from $31.7 million in the first half of 2003. Operating income was positively impacted by $8.6 million primarily as a result of a $6.0 million operating income improvement at a previous underperforming division, $1.5 million of incremental investment tax credits and $1.1 million as a result of increased sales from new products; the strengthening of the euro and Canadian dollar offset by increased raw material prices and increased costs associated with the launch of new products and new facilities. These increases were partially offset by a $2.5 million charge for severance and termination costs related to the closure of a division and by $3.6 million of increased SG&A costs and affiliation fees associated with the increase in sales. Operating Loss - Corporate: The operating income for corporate increased by $0.1 million from $0.6 million in the first half of 2003 to $0.7 million in the first half of 2004. FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Three Month Periods Ended June 30, 2004 and 2003 Operating Activities Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Net income from continuing operations $ 38.0 $ 19.7 Items not involving current cash flows 47.9 36.2 ------------------------------------------------------------------------- 85.9 55.9 Change in non-cash working capital 10.3 (48.2) ------------------------------------------------------------------------- $ 96.2 $ 7.7 ------------------------------------------------------------------------- ------------------------------------------------------------------------- During the second quarter of 2004, cash from operations before changes in working capital increased by $30.0 million to $85.9 million from $55.9 million for the second quarter of 2003. The increase was primarily a result of an increase in net income from continuing operations of $18.3 million and an increase in non-cash items of $11.7 million due primarily to higher depreciation and future tax expense. The $10.3 million of cash generated from working capital during the second quarter of 2003 is the result of a $14.9 million decrease in accounts receivable, a $13.7 million decrease in inventories offset by a $14.7 million decrease in accounts payable and accrued liabilities and a $3.6 million increase in other working capital. Investment Activities Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Capital asset additions $ (27.3) $ (33.2) Investments and other asset additions (5.4) (3.9) Proceeds from disposition of capital assets and other 0.1 - ------------------------------------------------------------------------- $ (32.6) $ (37.1) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Cash used for capital assets, investment and other asset spending was $32.7 million for the second quarter of 2004 compared to $37.1 million for the second quarter of 2003. This use of funds in the second quarter of 2004 was partially offset by cash received from normal course capital and other asset dispositions of $0.1 million. Financing Activities Three month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Increase (decrease) in bank indebtedness $ 13.8 $ (30.7) Net repayments of long-term debt and other long-term liabilities (2.4) (2.5) Dividends on Class A Subordinate Voting and Class B Shares (5.0) (5.0) Dividends on Convertible Series Preferred Shares (2.8) (2.8) Issue of Class A Subordinate Voting Shares 3.1 6.5 ------------------------------------------------------------------------- $ 6.7 $ (34.5) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Cash generated from financing activities was $6.7 million for the second quarter of 2004 compared to cash used in financing activities of $34.5 million for the second quarter of 2003. Cash generated from financing activities for the second quarter of 2004 included net issuances of debt (including bank indebtedness, long-term debt and other long-term liabilities) of $11.4 million. Cash used in financing activities for the second quarter of 2003 included net repayments of debt of $33.2 million. Dividends paid during the second quarters of 2004 and 2003 were $0.10 per Class A Subordinate Voting and Class B Share totalling $5.0 million. Dividends paid on Convertible Series Preferred Shares for the second quarters of 2004 and 2003 were $2.8 million. During the second quarter of 2004, 146,633 Class A Subordinate Voting Shares were issued to the Intier Employee Equity and Profit Participation Program for total proceeds of $2.6 million compared to 470,415 Class A Subordinate Voting Shares issued during the second quarter of 2003 for total proceeds of $6.5 million. The remainder of the proceeds from the issue of Class A Subordinate Voting Shares for the second quarter of 2004 relate to the exercise of options granted under the Company's Incentive Stock Option Plan. Six Month Periods Ended June 30, 2004 and 2003 Operating Activities Six month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Net income from continuing operations $ 67.9 $ 34.1 Items not involving current cash flows 85.4 68.7 ------------------------------------------------------------------------- 153.3 102.8 Change in non-cash working capital 16.3 (3.5) ------------------------------------------------------------------------- $ 169.6 $ 99.3 ------------------------------------------------------------------------- ------------------------------------------------------------------------- During the first half of 2004, cash generated from operations before changes in working capital increased by $50.5 million to $153.3 million from $102.8 million for the first half of 2003. The increase was primarily a result of an increase in net income from continuing operations of $33.8 million as well as an increase in non-cash items of $16.7 million due primarily to higher depreciation and future tax expense. The $16.3 million of cash generated from working capital during the first half of 2004 is a result of a $135.2 million increase in accounts payable and accrued liabilities and a $10.5 million decrease in inventories, offset by $127.0 million increase in accounts receivable and a $2.4 million increase in other working capital. The increase in accounts receivable and accounts payable and accrued liabilities is primarily due to increased sales from new programs launched in the latter half of 2003 and in the first half of 2004. Investment Activities Six month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Capital asset additions $ (52.6) $ (57.1) Investment and other asset additions (9.9) (5.8) Proceeds from disposition of capital assets and other 0.8 0.1 ------------------------------------------------------------------------- $ (61.7) $ (62.8) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Cash used for investment activities during the first half of 2004 decreased to $61.7 million compared to $62.8 million during the first half of 2003. Cash used for capital and other asset spending was $62.5 million and $62.9 million for the first half of 2004 and 2003, respectively. This use of funds was partially offset by cash received from normal course fixed and other asset dispositions of $0.8 million and $0.1 million during the first half of 2004 and 2003 respectively. Financing Activities Six month periods ended June 30, 2004 2003 ------------------------------------------------------------------------- Increase (decrease) in bank indebtedness $ 5.9 $ (26.9) Net repayments of long-term debt and other long-term liabilities (4.8) (3.5) Dividends on Class A Subordinate Voting and Class B Shares (9.9) (7.4) Dividends on Convertible Series Preferred Shares (5.5) (5.6) Issue of Class A Subordinate Voting Shares 8.5 6.5 ------------------------------------------------------------------------- $ (5.8) $ (36.9) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Cash used in financing activities was $5.8 million for the first half of 2004 compared to $36.9 million for the first half of 2003. Cash used in financing activities for the first half of 2004 included net issuances of debt (including bank indebtedness, long-term debt and other long-term liabilities) of $1.1 million compared to net repayments of debt of $30.4 million for the first half of 2003. Dividends paid during the first half of 2004 were $0.20 per Class A Subordinate Voting and Class B Share totalling $9.9 million compared to $0.15 per Class A Subordinate Voting and Class B Share during the first half of 2003, totalling $7.4 million. Dividends paid on Convertible Series Preferred Shares for the first half of 2004 were $5.5 million compared to $5.6 million for the first half of 2003. During the first half of 2004, 455,241 Class A Subordinate Voting Shares were issued to the Intier Employee Equity and Profit Participation Program for total proceeds of $7.7 million compared to 470,415 Class A Subordinate Voting Shares issued in the first half of 2003 for total proceeds of $6.5 million. The remainder of the proceeds from the issue of Class A Subordinate Voting Shares for the first half of 2004 relate to the exercise of options granted under the Company's Incentive Stock Option Plan. Consolidated Capitalization The Company's net cash (including bank indebtedness, long-term debt including current portion, and the liability portion of the Convertible Series Preferred Shares, less cash and cash equivalents) to total capitalization (including net cash and shareholders' equity), was 3.8% at June 30, 2004 compared to net debt to total capitalization of 7.8% at December 31, 2003. The above total capitalization figures treat the liability portion ($215.0 million and $214.7 million as at June 30, 2004 and December 31, 2003, respectively) of the Convertible Series Preferred Shares as debt. The Series 1 Convertible Preferred Shares are retractable by Magna on or after December 31, 2003 and the Series 2 Convertible Preferred Shares are retractable by Magna on or after December 31, 2004. These instruments are also convertible into Intier Class A Subordinate Voting Shares at a fixed conversion price of U.S.$15.09 per Class A Subordinate Voting Share. Unused and Available Financing Resources Cash on hand increased to $315.2 million at June 30, 2004 from $216.7 million at December 31, 2003. At June 30, 2004, the Company had credit facilities of $503.6 million, of which $423.4 million are unused and available. $347.9 million of the unused and available facilities represent the unused and available portion of the Company's $385 million three year revolving credit facility that expires September 27, 2004. The Company is in the advanced stages of renewing the three year revolving credit facility on similar terms to the existing facility. The Company anticipates renewal of the facility prior to September 27, 2004. In addition to the above unused and available financing resources, the Company and certain of its North American subsidiaries sponsored a tooling finance program for tooling suppliers to finance tooling under construction. Under this program, the facility provider ordered tooling from tooling suppliers and will subsequently sell such tooling to the sponsor or its designee. The facility provider made, and continues to make on previously ordered tooling, advances to tooling suppliers based on tool build milestones approved by the sponsor or its designee. On completion of the tooling, the facility provider will sell the tooling to the sponsor or its designee for an amount equal to cumulative advances including carrying costs. In the event of tooling supplier default, the sponsor will purchase in progress tooling for an amount approximating cumulative advances. As at June 30, 2004, $26.5 million had been advanced to tooling suppliers under the Company's portion of this facility. This amount is included in accounts payable on the Company's June 30, 2004 unaudited Consolidated Balance Sheet. The Company typically receives a contract or production purchase order from an automobile manufacturer to produce a component, assembly, module or system for one or more vehicle model years. As part of these contracts, the Company may be required to absorb costs relating to product design and engineering and tooling costs and recover these costs by increasing the unit price of the related products. If estimated production volumes are not achieved, the Company may not fully recover these costs. It is expected that the Company will continue to incur increasing amounts of design and engineering and tooling costs, primarily related to newly awarded production contracts with production planned to start during the remainder of 2004 through to 2006. Capital and investment spending for existing businesses and projects is expected to range between $120 million and $140 million for 2004. The majority of capital spending in 2004 relates to the award of new production contracts and includes spending for new machinery and equipment, new production facilities, maintenance improvements and planned efficiency enhancements. Management believes the Company is in a position to meet all of 2004 planned cash requirements from its cash balances on hand and cash provided from operations. A decrease in estimated vehicle production volumes could adversely impact cash provided from operating activities in 2004. Cash provided from operating activities totalled $169.6 million and $99.3 million for the six month periods ended June 2004 and 2003 respectively. Off Balance Sheet Financing During the second quarter of 2004, the Company entered into an operating lease agreement for vehicle parts tooling. The lease facility requires lease payments for tooling costs, which approximated $10.0 million be made monthly over the lease term expiring January 2008. The lease commenced when all tooling costs were funded on June 18, 2004. Guarantees In February of 2003, the CICA approved an Accounting Guideline, AcG-14, "Disclosure of Guarantees" ("AcG-14"). The guidelines require financial statement disclosures to be made by a guarantor about its obligations under guarantees. The Guideline is applicable for interim and annual periods beginning on or after January 1, 2003. The Company has guarantees to third parties that include future rent, utility costs, workers compensation claims under development, commitments linked to maintaining specific employment, customs duties and obligations linked to performance of specific vehicle programs. The amount of these guarantees is not individually or in aggregate significant. Contingencies On June 10, 2004, the Company was served with a statement of claim issued in the Ontario Superior Court of Justice by C-MAC Invotronics Inc., a subsidiary of Solectron Corporation. The plaintiff is a supplier of electro- mechanical and electronic automotive parts and components to the Company. The Statement of claim alleges, among other things: - improper use by the Company of the plaintiff's confidential information and technology in order to design and manufacture certain automotive parts and components; and - breach of contract related to a failure by the Company to fulfill certain preferred sourcing obligations arising under a strategic alliance agreement signed by the parties at the time of the Company's disposition of the Invotronic's business division to the plaintiff in September, 2000. The plaintiffs are seeking, among other things, compensatory damages in the amount of Cdn. $150 million and punitive damages in the amount of Cdn. $10 million. Despite the early stages of the litigation, the Company believes it has valid defenses to the plaintiffs' claims and therefore intends to defend this case vigorously. In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and former employees and for environmental remediation costs. Management believes that adequate provisions have been recorded in the accounts where required. Although it is not possible to estimate the extent of potential costs and losses, if any, management believes, but can provide no assurance that the ultimate resolution of such contingencies would not have a material adverse effect on the financial position and results of operations of the Company. Please refer to Note 22 "Contingencies" in the 2003 audited Consolidated Financial Statements included in the Company's 2003 Annual Report to Shareholders. The Company has a number of arrangements in Canada, the United States, the United Kingdom and Europe which provide pension and future employee benefits to its retired and current employees. Pension arrangements include statutory pension plans as well as similar arrangements, which provide pension benefits as required by statute. The Company has obligations under its defined benefit pension plans and other statutory plans. Unfunded unrecognized net actuarial gains and losses are amortized and charged to earnings over the average remaining service period of active employees. All pension plans and similar arrangements are funded to the minimum legal funding requirement. In certain plans, there is no legal requirement to fund the obligation until such time as they are actually incurred and as a result these arrangements are unfunded. In the event that any of these plans are terminated or wound up, an immediate payment of all unfunded amounts may be required and these amounts could materially exceed the current unfunded position. ACCOUNTING CHANGES Asset Retirement Obligations Effective January 1, 2004, the Company adopted the Canadian Institute of Chartered Accountants ("CICA") Handbook Section 3110, "Asset Retirement Obligations", which establishes standards for the recognition, measurement and disclosure of asset retirement obligations and the related asset retirement costs. The Company has adopted this section retroactively and as such, the financial statements of the prior period have been adjusted accordingly. The retroactive changes to the Consolidated Balance Sheet at December 31, 2003 are as follows: Capital assets $ 6.1 ------------------------------------------------------------------------- $ 6.1 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Other long-term liabilities $ 11.6 Future tax liabilities (1.0) Retained earnings (3.7) Currency translation (0.8) ------------------------------------------------------------------------- $ 6.1 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net income for the three and six month periods ended June 30, 2003 was reduced by $0.3 million and $0.5 million respectively. Basic and diluted earnings per share for the three month period ended June 30, 2003 were reduced by $0.01 and nil, respectively. Basic and diluted earnings per share for the six month period ended June 30, 2003 were reduced by $0.01 and $0.01, respectively. Revenue Arrangements with Multiple Deliverables The Company adopted CICA Emerging Issues Committee Abstract No. 142, "Revenue Arrangements with Multiple Deliverables" ("EIC-142") prospectively for new revenue arrangements with multiple deliverables entered into by the Company on or after January 1, 2004. The Company enters into such multiple element arrangements where it has separately priced tooling contracts that are entered into at the same time as contracts for subsequent parts production or vehicle assembly. EIC-142 addresses how a vendor determines whether an arrangement involving multiple deliverables contains more than one unit of accounting and also addresses how consideration should be measured and allocated to the separate units of accounting in the arrangement. Separately priced tooling can be accounted for as a separate revenue element only in circumstances where the tooling has value to the customer on a standalone basis and there is objective and reliable evidence of the fair value of the subsequent parts production or vehicle assembly. The adoption of EIC-142 did not have a material effect on the Company's revenue or earnings for the three and six month periods ended June 30, 2004. Stock-Based Compensation In accordance with the CICA amended Handbook Section 3870 "Stock-Based Compensation and other Stock-Based Payments ("CICA 3870"), effective January 1, 2003, the Company prospectively adopted without restatement of any comparable period the fair value method for recognizing compensation expense for fixed price stock options. As a result, during the three and six month periods ended June 30, 2004, the Company recognized compensation expense of $0.2 million and $0.3 million respectively. There was no compensation expense recognized during the three and six month periods ended June 30, 2003. Subsequent Events Subsequent to June 30, 2004, the Company signed a letter of intent to proceed with the sale of one of its facilities in the European Interior Systems segment. The transaction is expected to close during the third quarter of 2004. The impact on the Company is expected to be a loss from disposal of approximately $7.0 million to $9.0 million, which will be presented as part of discontinued operations in the third quarter of 2004. Additional Information Additional information relating to the Company, including the Company's Annual Information Form is available on SEDAR at http://www.sedar.com/. DATASOURCE: Intier Automotive Inc. CONTACT: Michael McCarthy, Executive Vice-President and Chief Financial Officer of Intier at (905) 898-5200. For teleconferencing questions, please call Karen Lesey at Intier at (905) 898-5200 Ext. 7042.

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