The Chainsmokers, Sturgilll Simpson, Maren Morris Give Thank | index-art.info
Fetty Wap/Remy Boyz. Hip-Hop. Drill/Uptempo. All I Do. Stevie Wonder. Drill/Uptempo. All I Do Is Think Of You . Broadcast Live. T.I. . Don't Stop Till You Get. Enough .. I Smile. Kirk Franklin If We Ever Meet Again. “May your voice reach that Place and bring down the blessings,” . Soon, I received word that Future was ready to talk again. “It wasn't until I started doing music that I started to really have a conscience.” .. She listened to Kirk Franklin on the radio and learned to sing in ge'ez, “That is where I live.”. We can all use a reminder to be kind and loving to others we meet. The Mr. Rogers of CD for CGE86 I Shall Not Live in Vain by Glenda E. Franklin. Includes.
Consolidation of the aftermarket is occurring as many competitors are finding it difficult to meet the increasing quality, cost and service demands of customers, who, in turn, are seeking to rationalize their supplier base. With its OEM capabilities, remanufacturing expertise, full product line, greater access to "cores" and ability to capitalize on economies of scale, the Company is well positioned to benefit from the consolidation of the aftermarket.
Expanding Globally The Company is expanding its international operations in order to i benefit from the trend toward international standardization of automotive and heavy duty vehicle platforms and ii participate in rapidly 5 growing foreign markets. The Company intends to supply its existing OEM customers on a global basis as they expand their operations and require local supply of component parts that meet their demands for quality, technology, delivery and service.
The Company believes that its global expansion will enable it to gain new international OEM customers who will also require local production of high quality products. In addition, the expansion of the Company's OEM business into international markets has provided the Company with the infrastructure necessary to develop an aftermarket presence in these countries. The Company has established manufacturing operations and strategic ventures in Hungary, Korea and Mexico, and plans to complete a strategic alliance in India and a joint venture in Brazil in fiscal year The acquisition of Ballantrae will provide the Company with a European manufacturing plant which has been in operation since Aided by this facility, Ballantrae has developed strong relationships with European customers for traction control systems, especially in the market for construction equipment.
Introducing Technologically Advanced New Products As a Tier 1 OEM supplier, the Company continues to provide technologically advanced products by regularly updating and enhancing its product line.
Since the GM Acquisition, the Company has i completed the introduction of a new family of gear reduction starters that will replace all straight drive starters in GM vehicles by the end of the model year and ii introduced several longer-life heavy duty alternators. The Company is also developing a small gear reduction starter specifically designed for application on world car platforms.
These new products underscore the Company's commitment to developing state-of-the-art products that address the higher output, lower weight and increased durability requirements of OEM customers.
Operating Strategy The Company's operating strategy is designed to improve manufacturing efficiency, reduce costs and increase productivity while continuing to achieve the highest levels of product quality.
Key elements of this operating strategy include: The Company's focus factories generally produce one product line in a plant designed to facilitate lean manufacturing techniques. The Company has successfully launched three new focus factories since The Company believes that the benefits of the focus factories include reduced overhead costs, enhanced productivity, increased product quality and lower inventories.
Productivity Improvements In conjunction with its emphasis on focus factories, the Company continues to work with its local union representatives to establish best-in-class work practices, such as reducing the number of job classifications per focus factory and implementing team-based manufacturing processes.
The Company's labor contract with the UAW as defined contains provisions that are expected to permit the Company to continue to achieve productivity improvements in the existing and new focus factories. The increased productivity achieved since the GM Acquisition is due primarily to continuous improvement initiatives and the significant number of employees who have exercised their contract rights to return "flowback" to GM or to retire.
The Company's commitment to product quality and continuous improvement is further evidenced by the QS certification received by nine of its manufacturing and remanufacturing facilities in The Company expects that the remainder of its manufacturing and remanufacturing facilities will receive QS certification by the end of fiscal year Global purchasing has further enhanced the Company's continuous improvement efforts.
The Company is utilizing its international ventures to develop new, lower cost sources of materials and is consolidating its vendor base to fewer, more competitive suppliers.
Ballantrae operates through two subsidiaries: Tractech, a leading producer of traction control systems for heavy duty OEMs and the aftermarket; and Kraftube, Inc.
The Company's acquisition of Ballantrae strengthens the Company's overall market position by i adding traction control systems to the Company's range of drivetrain products, ii increasing sales to existing heavy duty OEM customers and iii expanding the Company's customer base. The acquisition is expected to be completed at or prior to the consummation of the Offerings. The Company's world headquarters are located at Enterprise Drive, Anderson, Indiana,and its telephone number is See "Description of Capital Stock.
The Notes Offering and the Equity Offering are each contingent upon consummation of the other. See "Description of Indebtedness. See "Use of Proceeds.
See "Risk Factors" beginning on page for a discussion of certain factors that should be considered by prospective purchasers of the Class A Common Stock.
Subject to certain exceptions, shares of Class B Common Stock are non-voting. The statement of operations data for the years ended July 31,and and the balance sheet data as of July 31, were derived from audited Consolidated Financial Statements of the Company included elsewhere herein.
The pro forma consolidated statement of operations data for the year ended July 31, were prepared to illustrate the estimated effect of the Transactions, including the Offerings and the application of the estimated net proceeds therefrom, as if they had occurred on August 1, The pro forma consolidated balance sheet data were prepared to illustrate the estimated effect of the Transactions, including the Offerings and the application of the estimated net proceeds therefrom, as if they had occurred on July 31, other than the acquisition of World Wide, which is reflected in the consolidated historical balance sheet data.
The pro forma data do not purport to be indicative of the results of operations or the financial position of the Company that would have been obtained if the Transactions had in fact been completed as of such dates or to project the results of operations or the financial position of the Company for any future date or period. The table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," the Consolidated Financial Statements of the Company, "Pro Forma Condensed Consolidated Financial Data," related notes and other financial information included elsewhere in this Prospectus.
For the Year Ended July 31 Pro Forma dollars in thousands, except per share data Statement of operations data: Financial ratios and other data: EBITDA should not be construed as a substitute for income from operations, net income or cash flow from operating activities for the purpose of analyzing the Company's operating performance, financial position and cash flows. The Company has presented EBITDA because it is commonly used by certain investors to analyze and compare companies on the basis of operating performance and to determine a company's ability to service debt.
See "Description of Notes--Certain Definitions. Fixed charges include preferred dividend requirement of subsidiary, interest expense and the portion of operating rents that is deemed representative of an interest factor.
Excluding the restructuring charge, the ratio of earnings to fixed charges would have been 1. The degree to which the Company is leveraged could have important consequences, including the following: The Company may be required to refinance all or a portion of its present indebtedness, substantially all of which matures prior to the maturity of the Notes, at or prior to the maturity of such indebtedness. In the event that the Company is unable to refinance its existing indebtedness or otherwise raise funds to repay such indebtedness, the Company's financial condition and ability to fund its operations would be materially adversely affected.
GM SPO accounted for approximately GM's obligations to purchase automotive starters and heavy duty starters and alternators from the Company terminate in andrespectively, except for automotive products released in andfor which GM's obligation will terminate in andrespectively. GM's commitments to purchase products from the Company in the future are subject, however, to the Company's remaining competitive as to technology, design and price.
In addition, GM has been designated as an exclusive distributor of a significant amount of the Company's automotive and heavy duty aftermarket products and has agreed to provide the Company with purchasing support, which enables it to obtain raw materials at competitive prices. The Company's exclusive distribution arrangements with GM for the Company's heavy duty aftermarket products and automotive aftermarket products terminate on July 31, and inrespectively.
There can be no assurance that the Company and GM will negotiate a new arrangement for the distribution of heavy duty aftermarket products when the current distribution arrangement terminates on July 31,or whether the Company or GM will develop alternative distribution channels. In addition, strikes and work stoppages affecting GM's operations may postpone GM's need for components produced by the Company, which, because of the Company's highly leveraged position, could have a material adverse effect on the Company's business, financial condition and results of operations.
See "Risk Factors--Labor Negotiations.
Specifically, the Company has relocated certain production lines from three of its OEM manufacturing facilities to three focus factories. The Company has entered into leases for two additional focus factories and will relocate additional production lines to those facilities and one additional facility over the next year.
At the conclusion of the relocation, the Company will have vacated the three plants leased from GM. In addition, the Company expects to relocate certain of its aftermarket facilities due to increased space requirements and the need for a regional presence. The Company's subsidiaries have conducted these moves in the past without significant disruption to operations.
While the Company believes that it has prepared for such relocations, there can be no assurance that the complicated nature of such moves will not result in unforeseen costs or delays or result in disruptions in the Company's operations at the affected facilities.
In addition, there can be no assurance that additional moves will not be required in the future. The restructuring charge recorded by the Company in does not include startup costs the Company expects to incur, based on its prior startups, in connection with the new focus factories.
If these stockholders were to vote all of their shares in a similar manner, they would effectively control the Company. In most circumstances, they would have sufficient voting power to elect the entire Board of Directors of the Company and, in general, to determine without the consent of the Company's other stockholders the outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations and the sale of all or substantially all of the Company's assets, and to prevent or cause a change in control of the Company.
Further, CVC, certain members of management and other existing stockholders have entered into a Stockholders' Agreement as defined whereby they have agreed to vote their shares in such a manner as to elect the entire Board of Directors of the Company. See "Principal Stockholders--Stockholders' Agreement. These charges substantially reduced the Company's stockholders' equity.
For a discussion of these charges and other factors contributing to such losses, see "Management's Discussion and Analysis of Financial Condition and Results of Operations. The Senior Credit Facility also requires the Company to maintain certain financial ratios, including interest coverage and leverage ratios, and to maintain a minimum level of consolidated cash flow.
There can be no assurance that these requirements will be met in the future. If they are not, the holders of the indebtedness under such agreements would be entitled to declare such indebtedness immediately due and payable. Consequently, a decline in the demand for new automobiles and trucks, particularly in North America, could have a material adverse effect on the Company's business, financial condition and results of operations.
The Company has not yet operated during a general economic downturn, and historical financial information for the Company during adverse economic conditions is not available. Risk Relating to Acquisitions To expand its markets and take advantage of the consolidation trend in the automotive parts industry, the Company's business strategy includes growth through acquisitions. Although the Company believes that the operations of the five companies it has acquired since the GM Acquisition are being successfully integrated with the Company's operations, there can be no assurance that such integration will continue to be successful, that future acquisitions can be consummated on acceptable terms or that any acquired companies can be successfully integrated into the Company's operations.♫♫ "TILL WE MEET AGAIN" (Kirk Franklin) - gospel piano ♫♫
The Company currently has no commitments, understandings or arrangements with respect to any specific acquisitions other than for Ballantrae. However, the Company has entered into strategic joint ventures in Mexico and Korea and expects to complete a strategic alliance in India and a joint venture in Brazil in fiscal year and is continually investigating opportunities for domestic and foreign acquisitions.
The Company's ability to make future acquisitions may also be constrained by its ability to obtain financing. To the extent the Company uses equity to finance future acquisitions, there is a risk of dilution to holders of Class A Common Stock. Some or all of these items could have a material adverse effect on the Company.
There can be no assurance that businesses acquired in the future will achieve sales and profitability that justify the investment therein.
In addition, to the extent that consolidation becomes more prevalent in the industry, the prices for attractive acquisition candidates may increase to unacceptable levels. Labor Negotiations As of July 31,the Company employed 4, people, of whom were in management, engineering, supervision and administration and 4, of whom were hourly employees.
Of the Company's hourly employees, 1, are represented by unions. The Company and the UAW agreed to a new master agreement in March when the agreement that had been assumed by the Company expired.
DELCO REMY INTERNATIONAL INC (Form: S-1, Received: 10/10/ )
Wage and benefit increases under the new contract generally follow the same pattern of the prior agreement and continue to track the wages and benefits paid by GM and, as a result, the Company will experience higher wage and benefit rates in future periods. In addition, grow-in provisions under the 13 new agreement will require the Company to move lower wage and benefit employees to higher wage and benefit levels.
There can be no assurance that the Company will be able to effect cost reductions or productivity improvements to offset such increased wage and benefit levels or that the Company's labor costs will not increase significantly, in which case the Company's competitive position and results of operations would be adversely affected.
As of July 31,of the Company's Canadian employees were represented by the Canadian Auto Workers and 97 were represented by the Metallurgists Unis d'Amerique. The agreements with these unions expire on November 8, and September 30,respectively. The agreement was signed July 17, and is perpetual, subject to termination upon three months' notice from either party. The Company's other facilities are primarily non-union. The Company is unaware of any current efforts to organize any of the Company's facilities.
There can be no assurance that there will not be any labor union efforts to organize employees at facilities that are not currently unionized. Since the GM Acquisition, the Company has not experienced any organized work stoppages. There can be no assurance, however, that any actions taken by the Company, including the current restructurings, will not adversely affect the Company's relations with its employees. At the present time, the Company believes that its relations with its employees are good.
Some of the Company's OEM competitors are divisions or subsidiaries of companies that are larger and have substantially greater resources than the Company. There can be no assurance that the Company will be able to compete successfully with its competitors. Drake is the first beneficiary of that change. West is a four-time winner in this category. Only Eminem has received more awards six in the category. She won in this category 12 years ago with Van Lear Rose.
If she wins again, she'll become the first female solo artist to win in this category twice. Kirk Franklin Kirk Franklin could become the first artist to win twice in the Best Gospel Album category which dates to Franklin won the award for Hello Fear.
Page – Punch Newspapers
He is nominated this year for Losing My Religion. Joey Martin Feek, the female half of this married couple, died on March 4, It was nominated for Best Folk Recording. Shankar's late father, Ravi Shankar, won twice in this category, for Full Circle: This is Anoushka Shankar's sixth nomination in this category counting one in the discontinued Best Contemporary World Music Album category. She is nominated this year for M Train. She was nominated last year for Blood On Snow.
This is the first time that female performers have accounted for three of the nominees in the history of this category which goes back tothe first year of the GRAMMY Awards. The Broadway cast album from the show won in this category three years ago.
Kinky Boots is vying to become the fourth show to win twice in this category with two different recordings of the score. Steve Martin and Edie Brickell collaborated on the score. A win this year would mark the first time a film and its companion soundtrack each won in their category. The nomination comes in the same year that N. It's vying to become the second TV soundtrack to win in this category, following Boardwalk Empire, Volume 1, which won five years ago.
Boardwalk Empire was also a HBO series. Williams has now received nominations for six of the seven Star Wars films he has scored. The lone film in the franchise he did not receive a nod for was 's Star Wars: This is the first time in the category's history two albums from the same TV series have been nominated. Last year, two songs from Fifty Shades Of Grey were nominated in this category. The Swedish hit-maker won in this category two years ago.
If he wins again this year, he'll become the first producer to win twice in the space of three years since Rick Rubinwho won the and awards. To date, only one producer has won this award three years running. Robert Woods won forand The Beatles The Beatles: It would be the third Beatles -related film to win in this category or its predecessor category, Best Music Video, Long Form. The Beatles Anthology won the award.