10-Q 1 k71066e10vq.txt QUARTERLY REPORT FOR PERIOD ENDED 06/30/02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION OR 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 LDM Technologies, Inc. (Exact name of registrant as specified in its charter) Michigan 333-21819 38-2690171 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2500 Executive Hills Drive, Auburn Hills, Michigan 48326 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (248) 858-2800 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by sections 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days. YES X NO Number of shares common stock outstanding as of August 9, 2002: 600 Total pages: 23 Listing of exhibits: 22 LDM TECHNOLOGIES, INC. INDEX

2 LDM TECHNOLOGIES, INC. Condensed Consolidated Balance Sheets (dollars in thousands)

Note 1: The balance sheet at September 30, 2001 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements. 3 LDM TECHNOLOGIES, INC. Condensed Consolidated Statements of Income (dollars in thousands, unless otherwise noted)

See notes to condensed consolidated financial statements. Total comprehensive income is not materially different from net income for the three months ended June 24, 2001.

4 LDM TECHNOLOGIES, INC. Condensed Consolidated Statements of Income (dollars in thousands, unless otherwise noted)

See notes to condensed consolidated financial statements. Total comprehensive income is not materially different from net income for the nine months ended June 24, 2001.

5 LDM TECHNOLOGIES, INC. Condensed Consolidated Statements of Cash Flows (dollars in thousands, unless otherwise noted)

See notes to condensed consolidated financial statements. 6 LDM TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ending June 30, 2002 and June 24, 2001 are not necessarily indicative of the results that may be expected for the year ending September 29, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2001. Effective October 1, 2001, the Company elected to early adopt Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Under the new standard, goodwill is no longer amortized but is subject to annual impairment tests in accordance with the Statement. Application of the non-amortization provision of Statement No. 142 resulted in an increase to pretax income of $3.5 million for the nine months ended June 30, 2002 and $1.2 million for the three months ended June 30, 2002. On February 11, 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas, for approximately $3.8 million. Assets purchased included accounts receivable of approximately $1.9 million, inventory of approximately $1.0 million and machinery and equipment of approximately $900 thousand. The acquisition was funded through available borrowings on the Company's line of credit. Net sales of approximately $5.3 million and gross margin of approximately $1.0 million, related to the McAllen facility, since the acquisition date, have been included in the Company's results. 2. Revenue Recognition The Company and its consolidated subsidiaries recognize revenue when legal title transfers to the customer, generally when goods are shipped to the customer. Shipping and handling costs are included in cost of sales. As a result of the issuance of Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"), along with related interpretations and pronouncements by the SEC and other accounting standards setting bodies, the Company evaluated the effects on its revenue recognition policies, particularly those related to customer reimbursable tooling. As a result, customer reimbursements for tooling for all periods presented have been reclassified from net sales to a reduction of cost of sales. There was no impact to net earnings or stockholder's equity resulting from this reclassification. 3. Commitments and Contingencies There have been no significant changes in commitments and contingencies from the matters described in footnote 11 of the Company's consolidated financial statements as of and for the fiscal year ended September 30, 2001. 7 LDM TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements 4. Derivative Financial Instruments The Company's fair values of the swap and the collar (refer to footnote 1 of the Company's consolidated financial statements as of and for the fiscal year ended September 30, 2001) are reported on the balance sheet with changes in fair value reported in the statement of operations in accordance with Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities," as amended ("FAS 133"). The Company has reflected the fair value of these derivatives as a liability of $1.4 million which is included as a component of accrued liabilities at June 30, 2002. The change in fair value for the three and nine-month periods ended June 30, 2002 resulted in expense of $48 thousand and $257 thousand, respectively. The change in fair value for the three and nine-month periods ended June 24, 2001 resulted in income of $180 thousand and expense of $1.2 million, respectively. 5. Income Taxes The effective tax rate for the first nine months of fiscal 2002 was 42.5% compared to 37.7% for the first nine months of fiscal 2001. The interim effective rates are estimated based upon fiscal year operating forecasts. The effective tax rates differ from statutory rates due to certain nondeductible expenses in 2002 and foreign taxes in excess of tax credits and certain nondeductible expenses in 2001. At June 30, 2002, the Company had net deferred tax assets of $2.4 million. The Company evaluates the necessity for a valuation allowance on deferred tax assets by taxing jurisdiction. Deferred tax assets in the United States and Canada relate primarily to net operating loss carryforwards (NOL's) and Alternative Minimum Tax (AMT) credits. In Canada, the Company has recognized a valuation allowance of $844 thousand. In the United States, the NOL expires in 2021. Realization of the deferred tax assets in the United States is dependent in part upon a tax planning strategy related to an affiliate of the Company and also on future taxable income. Both of these are dependent upon a number of factors including, but not limited to, sufficient levels of earnings before income taxes and the effective execution of the tax planning strategy. Based on consideration of historical and future earnings before income taxes, the Company believes it is more likely than not that the deferred tax assets, beyond those specifically reserved, will be realized. The Company evaluates its deferred taxes and related valuation allowances quarterly. If at any time the Company believes that current or future taxable income will not support the basis for recognizing the benefit of the deferred tax assets, valuation allowances are provided accordingly. 6. Related Party Transactions The Company had a consulting arrangement with a company owned by one of its shareholders under which payments previously were made for consulting services rendered. Amounts paid for these services are included in selling, general and administrative expenses and were $1.6 million for the fiscal year ended September 30, 2001. To date in fiscal year 2002, no payments have been made to this consulting company. The Company and its two shareholders are party to a binding stock redemption agreement (the "Stock Redemption Agreement"). Upon the death of either shareholder, the Company is required to purchase and the shareholder's estate is required to sell all of the shareholder's stock at a price equal to $25 million. This amount payable includes the proceeds of the life insurance policies owned by the Company on the shareholder's life. The Company is required to purchase and maintain life insurance policies of $25 million on the lives of each of the shareholders for as long as the Stock Redemption Agreement is in effect. The aggregate premium for these policies presently approximates $0.7 million per year. Further, the Company is prohibited from assigning, pledging or borrowing against these life insurance policies without the consent of the insured shareholder. The Stock Redemption Agreement may be terminated by mutual agreement of all parties. 8 LDM TECHNOLOGIES, INC. Notes to Condensed Consolidated Financial Statements 7. Restructuring The nine month period ended June 30, 2002 includes $1.3 million for expenses associated with employee severance at the Company's Canadian subsidiary. Such expense has been included as a component of selling, general and administrative expense. The employee severance relates to the downsizing of the subsidiary facility from three shifts to one shift as certain unprofitable product lines were exited. The severance costs accrued relate to approximately 345 employees. Approximately $900 thousand has been paid to date. The remaining $400 thousand has been included in accrued compensation and is expected to be paid within the next six months. 8. Supplemental Guarantor Information The $110 million 10 3/4% Senior Subordinated Notes due 2007, the Senior Credit Facility, the standby letters of credit with respect to the $8.8 million Multi-Option Adjustable Rate Notes, the $4.4 million Variable Rate Demand Limited Obligation Revenue Bonds and the Senior Term Loan are obligations of LDM Technologies, Inc. The obligations are guaranteed fully, unconditionally and jointly and severally by LDM Technologies Company and LDM Holding Canada, Inc.(collectively "LDM Canada"). Upon the divestiture of LDM Germany effective September 30, 2001 there are no active non-guarantor subsidiaries remaining. Accordingly, LDM Germany's results are included for each of the respective 2001 periods only. Supplemental consolidating financial information of LDM Technologies, Inc. and LDM Canada is presented below. Investments in subsidiaries are presented on the equity method of accounting. Separate financial statements of the guarantors are not provided because management has concluded that the summarized financial information below provides sufficient information to allow investors to separately determine the nature of the assets held by and the operations of LDM Technologies, Inc., and the guarantor and non-guarantor subsidiaries. 9 LDM TECHNOLOGIES, INC. Condensed Consolidating Balance Sheet as of June 30, 2002 (Unaudited) (dollars in thousands, unless otherwise noted)

10 LDM TECHNOLOGIES, INC. Condensed Consolidating Balance Sheet as of September 30, 2001 (Unaudited) (dollars in thousands, unless otherwise noted)

11 LDM TECHNOLOGIES, INC. Condensed Consolidating Statement of Operations for the Three-Months Ended June 30, 2002 (Unaudited) (dollars in thousands, unless otherwise noted)

12 LDM TECHNOLOGIES, INC. Condensed Consolidating Statement of Operations for the Three-Months Ended June 24, 2001 (Unaudited) (dollars in thousands, unless otherwise noted)

13 LDM TECHNOLOGIES, INC. Condensed Consolidating Statement of Operations for the Nine-Months Ended June 30, 2002 (Unaudited) (dollars in thousands, unless otherwise noted)

14 LDM TECHNOLOGIES, INC. Condensed Consolidating Statement of Operations for the Nine-Months Ended June 24, 2001 (Unaudited) (dollars in thousands, unless otherwise noted)

15 LDM TECHNOLOGIES, INC. Condensed Consolidating Statement of Cash Flows for the Nine-Months Ended June 30, 2002 (Unaudited) (dollars in thousands, unless otherwise noted)

16 LDM TECHNOLOGIES, INC. Condensed Consolidating Statement of Cash Flows for the Nine-Months Ended June 24, 2001 (Unaudited) (dollars in thousands, unless otherwise noted)

17 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this report, the words "anticipate," "believe," "estimate" and "expect" and similar expressions are generally intended to identify forward-looking statements. Readers are cautioned that any forward-looking statements, including statements regarding the intent, belief or current expectations of the Company or its management, are not guarantees of future performance and involve risks and uncertainties, and that the actual results may differ materially from those in the forward-looking statements as a result of various factors including, but not limited to: (i) general economic conditions in the markets in which the Company operates or will operate; (ii) fluctuations in worldwide or regional automobile and light and heavy truck production; (iii) labor disputes involving the Company or its significant customers or suppliers; (iv) changes in practices and/or policies of the Company's significant customers toward outsourcing automotive components and systems; (v) foreign currency and exchange fluctuations; and (vi) other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. The Company does not intend to update these forward-looking statements. CRITICAL ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The Company's significant accounting policies are more fully described in Note 1 of the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2001. Certain of the accounting policies require the application of significant judgment by management in selecting appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. GOODWILL Goodwill totaled $50.2 million at June 30, 2002 and represented approximately 20.6% of total assets. The majority of the goodwill resulted from the acquisitions of Molmec, Inc. and Huron Plastics Group, Inc. which were completed in fiscal year 1997 and fiscal year 1998, respectively. Effective October 1, 2001, the Company elected to early adopt Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. Under the new standard, goodwill is no longer amortized but is subject to annual impairment tests in accordance with the Statement. Application of the non-amortization provision of Statement No. 142 resulted in an increase of $3.5 million to pretax income for the nine months ended June 30, 2002 and $1.2 million for the three months ended June 30, 2002. Under Statement No. 142 the Company estimates the fair value of each of its reporting units with goodwill. Estimated fair value was based upon discounted cash flows. The Company completed the initial impairment test for goodwill required by Statement No. 142. The results indicated that no reduction in goodwill was required to be recorded under the provisions of Statement No. 142. Prospectively, Statement No. 142 requires the Company to perform impairment tests of goodwill on an annual basis (or more frequently if impairment indicators exist). INCOME TAXES The Company provides an estimate of actual current tax due (refundable) together with an assessment of temporary differences resulting from the treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the balance sheets. Based on known and projected earnings information and any tax planning strategies, the Company then assesses the likelihood that the deferred tax assets will be recovered. To the extent that the Company believes recovery is not likely, a valuation allowance is established. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. At June 30, 2002, the Company had net deferred tax assets of $2.4 million. The Company evaluates the necessity for a valuation allowance on deferred tax assets by taxing jurisdiction. Deferred tax assets in the United States and Canada relate primarily to net operating loss carryforwards (NOL's) and Alternative Minimum Tax (AMT) credits. In Canada, the Company has recognized a valuation allowance of $844 thousand. 18 In the United States, the NOL expires in 2021. Realization of the deferred tax assets in the United States is dependent in part upon a tax planning strategy related to an affiliate of the Company and also on future taxable income. Both of these are dependent upon a number of factors including, but not limited to, sufficient levels of earnings before income taxes and the effective execution of the tax planning strategy. Based on consideration of historical and future earnings before income taxes, the Company believes it is more likely than not that the deferred tax assets, beyond those specifically reserved, will be realized. The Company evaluates its deferred taxes and related valuation allowances quarterly. If at any time the Company believes that current or future taxable income will not support the basis for recognizing the benefit of the deferred tax assets, valuation allowances are provided accordingly. ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE Accounts receivable have been reduced by an allowance for amounts that may become uncollectible in the future. This estimated allowance is based primarily on management's evaluation of customer productivity reimbursement programs and historical experience. RESULTS OF OPERATIONS QUARTER ENDED JUNE 30, 2002 COMPARED TO QUARTER ENDED JUNE 24, 2001 NET SALES: Net sales for the three-month period ended June 30, 2002 (third quarter 2002) were $107.2 million versus $102.2 million for the three-month period ended June 24, 2001 (third quarter 2001). This is an increase of $5.0 million or 4.9%. The increase in net sales is due to the purchase of the McAllen, Texas facility, launch of new business from the Company's facility in Romulus, Michigan and increased volumes on programs serviced by LDM's domestic operations, offset by the sale of LDM Germany (effective September 30, 2001) and the exit of certain unprofitable product lines in LDM Canada. GROSS MARGIN: Gross margin was $20.0 million or 18.7% of net sales for third quarter 2002 versus $16.5 million or 16.1% for the third quarter 2001. The increase in gross margin as a percentage of sales is the result of the Company's sale of LDM Germany, the exit of certain unprofitable product lines in LDM Canada, the launch of new business from the Company's facility in Romulus, Michigan and operational improvements made in domestic operations. SELLING, GENERAL, AND ADMINISTRATIVE (SG&A) EXPENSES: SG&A expenses for third quarter 2002 were $13.0 million or 12.1% of net sales, compared to $12.9 million or 12.6% of net sales for third quarter 2001. The decrease as a percentage of sales in third quarter 2002 is the result of cost cutting efforts undertaken in mid-year 2001 to mitigate the potential effects of an economic slowdown in the U.S. coupled with the effect of adopting Statement of Financial Accounting Standards No. 142 (FAS 142). The adoption of FAS 142 resulted in no amortization of goodwill in the third quarter 2002. Goodwill amortized in third quarter 2001 was $1.2 million. The effect of these items was offset by the reinstatement of certain employee benefits which had been frozen throughout fiscal year 2001. INTEREST EXPENSE: Interest expense was $3.9 million for third quarter 2002 compared to $4.2 million for third quarter 2001. The decrease reflects the effect of repayments on existing senior term and revolver debt as well as a reduction in interest rates related to variable rate borrowings. INCOME TAXES: The effective tax rate for the third quarter of 2002 was 42.3% compared to 206.6% for the third quarter 2001. The interim effective rates are estimated based upon fiscal year operating forecasts. The effective tax rates differ from statutory rates due to certain nondeductible expenses in 2002 and foreign taxes in excess of tax credits and certain nondeductible expenses in 2001. 19 NINE MONTHS ENDED JUNE 30, 2002 COMPARED TO NINE MONTHS ENDED JUNE 24, 2001 NET SALES: Net sales for the nine-month period ended June 30, 2002 (Year to date June 2002) were $292.9 million, a decrease of $3.3 million, or 1.0%, from net sales of $296.2 million for the nine-month period ended June 24, 2001 (Year to date June 2001). The decline in net sales is due to the sale of LDM Germany, effective September 30, 2001 and the exit of certain unprofitable product lines in LDM Canada, offset by the purchase of the McAllen, Texas facility, launch of new business from the Company's facility in Romulus, Michigan and increased volumes on programs serviced by LDM's domestic operations. GROSS MARGIN: Gross margin was $50.7 million or 17.3% of net sales for Year to date June 2002, compared to $50.7 million or 17.1% of net sales for Year to date June 2001. The increase in gross margin as a percentage of sales is the result of the Company's sale of LDM Germany, the exit of certain unprofitable product lines in LDM Canada, the launch of new business from the Company's facility in Romulus, Michigan and operational improvements made in domestic operations. SELLING, GENERAL AND ADMINISTRATIVE (SG&A) EXPENSES: SG&A expenses for Year to date June 2002 were $36.4 million, or 12.4% of net sales, compared to $42.4 million, or 14.3% of net sales, for Year to date June 2001. The decrease in Year to date June 2002 is the result of cost cutting efforts undertaken in mid-year 2001 to mitigate the potential effects of an economic slowdown in the U.S. coupled with the effect of adopting Statement of Financial Accounting Standards No. 142 (FAS 142). The adoption of FAS 142 resulted in no amortization of goodwill Year to date June 2002. Goodwill amortized Year to date June 2001 was $3.5 million. These decreases were partially offset by certain employee severance costs incurred at the Company's Canadian facility during the quarter ended March 31, 2002 and the reinstatement of certain employee benefits which had been frozen throughout fiscal year 2001. INTEREST EXPENSE: Interest expense was $11.9 million for Year to date June 2002 compared to $13.2 million for Year to date June 2001. The decrease reflects the effect of repayments on existing senior term and revolver debt as well as a reduction in interest rates related to variable rate borrowings. INCOME TAXES: The provision for income taxes for Year to date June 2002 was $1.1 million with an effective tax rate of 42.5%, as compared to a credit of $2.5 million with an effective tax rate of 37.7% for Year to date June 2001. The interim effective rates are estimated based upon fiscal year operating forecasts. The effective tax rates differ from statutory rates due to certain nondeductible expenses in 2002 and foreign taxes in excess of tax credits and certain nondeductible expenses in 2001. LIQUIDITY AND CAPITAL RESOURCES The Company's principal capital requirements are to fund working capital needs, to meet required debt obligations, and to fund capital expenditures for facility maintenance and expansion. The Company believes its future cash flow from operations, combined with its revolving credit availability will be sufficient to meet its planned debt service, capital requirements, and internal growth opportunities. As of June 30, 2002, the Company had $147.4 million of long-term debt outstanding, $9.8 million of revolving loans and current maturities of long-term debt outstanding, and $36.4 million of borrowing availability under its revolving credit facility. Cash provided by operating activities in the first nine months of fiscal 2002 was $30.2 million compared to $25.4 million in the first nine months of fiscal 2001. The increase in cash provided by operations is the result of cost cutting initiatives completed in fiscal year 2001 and operational improvements made to date in fiscal year 2002. Capital expenditures for the first nine months 2002 were $5.6 million compared to $18.8 million for the first nine months of fiscal 2001. The Company believes its capital expenditures will be approximately $8.8 million in fiscal year 2002. The majority of the Company's fiscal year 2002 capital expenditures will be used to facilitate new programs launching in fiscal years 2002 and 2003. On February 11, 2002, the Company acquired certain assets and the booked business of Security Plastics West, Ltd., located in McAllen, Texas, for approximately $3.8 million. Assets purchased included accounts receivable of approximately $1.9 million, inventory of approximately $1.0 million and machinery and equipment of approximately $900 thousand. The acquisition was funded through available borrowings on the Company's line of credit. Net sales of approximately $5.3 million and gross margin of approximately $1.0 million, related to the McAllen facility since the acquisition date, have been included in the Company's results. 20 The following information summarizes the Company's significant contractual cash obligations and other commercial commitments at June 30, 2002:

The Company's liquidity is affected by both the cyclical nature of its business and levels of net sales to its major customers. The Company's ability to meet its working capital and capital expenditure requirements and debt obligations will depend on its future operating performance, which will be affected by prevailing economic conditions and financial, business and other factors, certain of which are beyond its control. The Company believes that its existing borrowing ability and cash flow from operations will be sufficient to meet its liquidity requirements in the foreseeable future. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes to the Company's exposure to market risk since September 30, 2001, except that the fair value of the Company's fixed rate debt has increased to approximately $77 million at June 30, 2002. 21 PART II - OTHER INFORMATION Item 1 Legal Proceedings Not applicable Item 2 Changes in Securities Not applicable Item 3 Defaults upon Senior Securities Not applicable Item 4 Submission of Matters to a Vote of Security Not applicable Holders Item 5 Other information Not applicable Item 6 Exhibits and Reports on Form 8-K The registrant filed a Current Report on Form 8-K dated May 6, 2002 as to a Subordinated Bond Exchange Offer, Current Report on Form 8-K dated June 12, 2002 as to Supplement No. 1 to the Subordinated Bond Exchange Offer, Current Report on Form 8-K dated July 3, 2002 as to Supplement No. 2 to the Subordinated Bond Exchange Offer, and Current Report on Form 8-K date July 31, 2002 as to termination of the Subordinated Bond Exchange Offer.

22 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LDM TECHNOLOGIES, INC. By: /s/ G. E. Borushko ---------------------------- Gary E. Borushko Chief Financial Officer /s/ B. N. Frederick ----------------------- Bradley N. Frederick Chief Accounting Officer Date: August 12, 2002 CERTIFICATION The undersigned, Alan C. Johnson, Chief Executive Officer, and Gary E. Borushko, Chief Financial Officer, of LDM Technologies, Inc., a Michigan corporation (the "Company") do hereby certify that the periodic report on Form 10-Q of the Company for the quarterly period ended June 30, 2002 containing financial statements of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of the Company. IN WITNESS WHEREOF, we have signed this Certification as of the 12th day of August, 2002. By: /s/ A.C. Johnson --------------------- Alan C. Johnson Chief Executive Officer /s/ G.E. Borushko --------------------- Gary E. Borushko Chief Financial Officer 23

LDM TECHNOLOGIES INC 10-Q