UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark one)
ý	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	~~Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~
		For the quarterly period ended September 30, 2003
	For the quarterly period ended June 30, 2004
OR
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	~~Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~
	For the transition period from to	~~For the transition period from to~~

Commission File Number 333-106356

CHAAS ACQUISITIONS, LLC.

(Exact name of registrant as specified in its charter)

Delaware		41-2107245
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
12900 Hall Road, Suite 200, Sterling Heights, MI		48313
(Address of principal executive offices)		(Zip Code)
(586) 997-2900
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)

(586) 997-2900

(Registrant’s telephone number, including area code)

NOT APPLICABLE

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

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

Yes o No ý

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

Class		Outstanding at ~~November~~August 1211, ~~2003~~2004
Membership Units		100

CHAAS ACQUISITIONS, LLC

INDEX

Part I. Financial Information
Item 1.	~~Financial Statements~~	Financial Statements
	Consolidated Condensed Balance Sheet of the Company as of September 30, 2003 and the Consolidated Condensed Balance Sheet for the Predecessor as of December 31, 2002
		Consolidated Condensed Balance Sheet of the Company as of June 30, 2004 and as of December 31, 2003
	Consolidated Condensed Statements of Operations of the Company for the three months ended September 30, 2003 and for the period from April 15, 2003 through September 30, 2003 and the Consolidated Condensed Statements of Operations for the Predecessor for the period January 1, 2003 through April 14, 2003, the three months ended September 30, 2002 and the Nine Months ended September 30, 2002
		Consolidated Condensed Statements of Operations of the Company for the three months ended June 30, 2004, the six months ended June 30, 2004 and for the period from April 15, 2003 through June 30, 2003 and the Consolidated Condensed Statements of Operations for the Predecessor for the periods April 1, 2003 through April 14, 2003 and January 1, 2003 through April 14, 2003
	Consolidated Condensed Statements of Cash Flows for the Company for the period from April 15, 2003 through September 30, 2003 and the Consolidated Condensed Statements of Cash Flows for the Predecessor for the period January 1, 2003 through April 14, 2003 and the Nine Months ended September 30, 2002
		Consolidated Condensed Statements of Cash Flows for the Company for the six months ended June 30, 2004 and the period April 15, 2003 through June 30, 2003 and the Consolidated Condensed Statements of Cash Flows for the Predecessor for the period January 1, 2003 through April 14, 2003
	Consolidated Condensed Statement of Changes in Members’ Equity for the period from April 15, 2003 through September 30, 2003 for the Company and the period from January 1, 2003through April 14, 2003 for the Predecessor
		Consolidated Condensed Statement of Changes in Members’ Equity for the six months ended June 30, 2004 for the Company
	~~Notes to Consolidated Condensed Financial Statements~~	Notes to Consolidated Condensed Financial Statements
Item 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	~~Quantitative and Qualitative Disclosures About Market Risk~~	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	~~Controls and Procedures~~	Controls and Procedures
Part II. Other Information and Signature
Item 1.	~~Legal Proceedings~~	Legal Proceedings
Item 2.	~~Changes in Securities~~	Changes in Securities
Item 3.	~~Defaults Upon Senior Securities~~	Defaults Upon Senior Securities
Item 4.	~~Submission of Matters to a Vote of Security-Holders~~	Submission of Matters to a Vote of Security-Holders
Item 5.	~~Other Information~~	Other Information
Item 6.	~~Exhibits and Reports on Form 8-K~~	Exhibits and Reports on Form 8-K
Signature

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CHAAS ACQUISITIONS, LLC

CONSOLIDATED CONDENSED BALANCE SHEETS

As of ~~September~~June 30, ~~2003~~2004 and December 31, ~~2002~~2003

(Dollars in thousands)

	Company			~~Predecessor~~
	September 30, 2003			December 31, 2002
	June 30, 2004			December 31, 2003
	(Unaudited)
ASSETS
Current assets
Cash	$	410,~~348~~317		$	216,~~653~~686
Accounts receivable, less reserves of $1,897 and $1,857, respectively	65,725			51,526
Accounts receivable, less reserves of $1,939 and $2,189, respectively	75,113			55,363
Inventories
Raw materials	1721,~~168~~199			1419,~~631~~039
Work-in-process	10,~~970~~217			9,~~893~~662
Finished goods	2023,~~006~~450			1923,~~068~~075
Reserves	(3,~~537~~847		)	(23,~~910~~448		)
Total inventories	4451,~~607~~019			4048,~~682~~328
Deferred income taxes	39,~~134~~654			~~109~~6,087
Other current assets	1516,~~691~~121			1314,~~370~~987
Total current assets	~~133~~162,~~505~~224			~~108~~141,~~340~~451
Property and equipment, net	6172,~~884~~580			6073,~~572~~795
Goodwill	~~165~~39,~~217~~596			4739,~~308~~596
Other intangible assets, net	7104,~~219~~909			3110,~~635~~156
Deferred income taxes	~~2,804~~474			~~1,981~~336
Other noncurrent assets	12,~~987~~397			2,~~319~~257
	$	~~372~~382,~~616~~180		$	~~224~~367,~~155~~591
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	21,~~197~~859		$	181,~~215~~909
Accounts payable	3645,~~050~~222			33,~~159~~285
Accrued liabilities	3926,~~328~~222			3021,~~762~~328
Deferred income taxes	~~2,998~~547			—588
Mandatorily redeemable warrants	—			5,250
Total current liabilities	73,850			57,110
Total current liabilities	80,573			87,386
Noncurrent liabilities
Deferred income taxes	18,~~651~~419			~~629~~8,343
Other noncurrent liabilities	24,~~933~~042			54,~~796~~151
Long-term debt, less current maturities	~~183~~195,~~470~~372			~~136~~196,~~732~~905
Total noncurrent liabilities	~~188~~207,~~054~~833			~~143~~209,~~157~~399
Members’ equity
Units	100,900			—100,900
Class A Units	—			7,348
Other comprehensive income	4,404			5,690
Class A-1 Units	—			4,117
Accumulated deficit	(4,807		)	(5,508		)
Other comprehensive loss	2,462			85
	100,497			101,082
Retained earnings (accumulated deficit)	627			(17,938		)
	$	382,180		$	367,591
	103,989			(6,388		)
	$	372,616		$	224,155

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

CHAAS ACQUISITIONS, LLC

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)

	Company						~~Predecessor~~			Predecessor
	Three months ended September 30, 2003			Period from April 15, 2003 through September 30, 2003			Period from January 1, 2003 through April 14, 2003			Three months ended September 30, 2002			Nine months ended September 30, 2002
	Three months ended June 30, 2004			Six months ended June 30, 2004			Period from April 15, 2003 through June 30, 2003			Period from April 1, 2003 through April 14, 2003			Period from January 1, 2003 through April 14, 2003
Net sales	$	86108,~~770~~346		$	~~171~~204,~~000~~977		$	~~101~~84,~~854~~230		$	8016,~~088~~514		$	~~254~~101,~~279~~854
Cost of sales	6583,~~750~~329			~~128~~157,~~825~~393			7663,~~508~~075			6112,~~143~~247			~~191~~76,~~004~~508
Gross profit	2125,~~020~~017			4247,~~175~~584			2521,~~346~~155			184,~~945~~267			6325,~~275~~346
Selling, administrative and product development expenses	1315,~~862~~625			2330,~~251~~710			149,~~908~~389			112,~~491~~688			3414,~~032~~908
Stock option compensation	—			—			~~10,125~~—			—10,125			—10,125
Transaction expenses	—			—			~~3,784~~—			—3,605			—3,784
Amortization of intangible assets	~~208~~2,113			~~208~~4,164			11—			64			1911
Operating income (loss)	67,~~950~~279			1812,~~716~~710			(311,~~482~~766		)	7(12,~~448~~155		)	29(3,~~224~~482		)
Other income (expense)
Interest expense	(5,~~590~~481		)	(910,~~114~~584		)	(43,~~772~~524		)	(~~4,375~~940		)	(124,~~232~~772		)
Loss resulting from debt extinguishment	~~(326~~—		)	~~(6,293~~—		)	—(5,967		)	—			—
Foreign currency gain (loss), net	—15			2(758		)	~~3,240~~2			(~~1,167~~356		)	53,~~747~~240
Other income (expense)	61(240		)	~~132~~(184		)	~~(84~~71		)	1(19		)	(~~115~~84		)
Income (loss) before income taxes and cumulative effect of accounting change	1,095			3,443			(5,098		)	1,907			22,624
Income (loss) before income taxes	1,573			1,184			2,348			(13,470		)	(5,098		)
Provision for income taxes	~~927~~587			~~2,816~~483			1,~~600~~889			~~1,140~~39			41,~~075~~600
Income (loss) before cumulative effect of accounting change	168			627			(6,698		)	767			18,549
Net income (loss)	$	986		$	701		$	459		$	(13,509	)	$	(6,698	)
Cumulative effect of accounting change for goodwill impairment	—			—			—			—			(29,207		)
Net income (loss)	$	168		$	627		$	(6,698	)	$	767		$	(10,658	)

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

CHAAS ACQUISITIONS, LLC

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Company			~~Predecessor~~			Predecessor
	Period from April 15, 2003 through September 30, 2003			Period from January 1, 2003 through April 14, 2003			Nine Months ended September 30, 2002
	Six months ended June 30, 2004			Period from April 15, 2003 through June 30, 2003			Period from January 1, 2003 through April 14, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	~~627~~701		$	~~(6,698~~459	)	$	(106,~~658~~698	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	510,~~370~~810			32,~~695~~753			93,~~277~~695
Cumulative effect of accounting change for goodwill impairment	—			—			29,207
Stock option compensation	—			—			10,125
Stock option compensation	—			10,125			—
Loss resulting from debt extinguishment	—			5,939			—
Loss resulting from debt extinguishment	6,293			—			—
Deferred taxes	(3,590		)	(1,237		)	(87		)
Deferred taxes	550			(87		)	883
Foreign currency (gain) loss	166			(2		)	(3,061		)
Foreign currency (gain) loss	(2		)	(3,061		)	(6,127		)
(Gain) loss on disposal of assets	123			(11		)	68
(Gain) loss on disposal of assets	(11		)	68			216
Interest accretion on notes	682			—			—
Changes in assets and liabilities, net	(27,~~261~~944		)	(111,~~144~~361		)	(41,~~835~~144		)
Net cash provided by operating activities	10,566			2,898			17,963
Net cash provided by (used for) operating activities	948			(3,460		)	2,898
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Acquisition of property and equipment	(56,~~510~~076		)	(2,~~512~~061		)	(92,~~849~~512		)
Acquisition of predecessor, net of cash acquired	~~(108,367~~—		)	—(108,367		)	—
Net cash (used for) investing activities	(~~113~~6,~~877~~076		)	(2110,~~512~~428		)	(92,~~849~~512		)
CASH FLOWS USED FOR FINANCING ACTIVITIES:
Proceeds from issuance of debt	~~347,533~~—			—347,533			—
Debt issuance costs	~~(13,302~~—		)	—(11,374		)	—
Net increase (decrease) in revolving loan	(~~8,903~~769		)	62,~~426~~252			56,~~096~~426
Repayment of debt	(~~328,767~~947		)	(2328,~~218~~306		)	(112,~~308~~218		)
Issuance of membership units	~~100,900~~—			—100,900			—
Distributions to members	—			~~(121~~—		)	(~~3,355~~121		)
Net cash provided by (used for) financing activities	97(1,~~461~~716		)	4111,~~087~~005			(94,~~567~~087		)
Effect of exchange rate changes	~~3,368~~475			~~(296~~867		)	~~1,121~~(296		)
Net (decrease) increase in cash	(26,~~482~~369		)	4(2,~~177~~016		)	~~(332~~4,177		)
Cash at beginning of period	616,~~830~~686			26,~~653~~830			2,~~139~~653
Cash at end of period	$	410,~~348~~317		$	64,~~830~~814		$	16,~~807~~830

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

CHAAS ACQUISITIONS, LLC

CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN MEMBERS’ EQUITY

(Dollars in thousands)

(Unaudited)

	Predecessor
	Company
	Members’ capital		Other comprehensive loss			~~Accumulated~~Retained ~~deficit~~earnings			Total members’ equity
Balance at December 31, 2002	$	11,465	$	85		$	(17,938	)	$	(6,388	)
Balance at December 31, 2003	$	100,900	$	5,690		$	(5,508	)	$	101,082
Distributions to members	—		—			(122		)	(122		)
Currency translation adjustment	—		(1,286		)	—			(1,286		)
Currency translation adjustment	—		(424		)	—			(424		)
Net income	—		—			701			701
Net (loss)	—		—			(6,698		)	(6,698		)
Balance at June 30, 2004	$	100,900	$	4,404		$	(4,807	)	$	100,497
Balance at April 14, 2003	$	11,465	$	(339	)	$	(24,758	)	$	(13,632	)

	Company
	Members’ capital		Other comprehensive loss		Retained earnings		Total members’ equity
Sale of Membership interests on April 15, 2003	$	100,900	$	—	$	—	$	100,900
Currency translation adjustment	—		2,462		—		2,462
Net income	—		—		627		627
Balance at September 30, 2003	$	100,900	$	2,462	$	627	$	103,989

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

CHAAS ACQUISITIONS, LLC

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Dollars in thousands)

(Unaudited)

1. BASIS OF PRESENTATION

On April 15, 2003, substantially all of the equity interests of Advanced Accessory Systems, LLC (the “Predecessor”) were acquired by Castle Harlan Partners IV, L.P. (the “Acquisition”), a private equity investment fund organized and managed by Castle Harlan Inc., a leading private equity firm. CHAAS Holdings, LLC was formed in April 2003 in connection with the Acquisition and is the direct parent of CHAAS Acquisitions, LLC (~~the~~ “~~Company~~CHAAS Acquisitions”) which was ~~also~~ formed pursuant to the Acquisition. Unless the context otherwise requires all information which refers to the “Company,” “we,” “our” or “us” refers to CHAAS Acquisitions and its subsidiaries.

The financial statements of the Company for periods subsequent to April 14, 2003 are referred to as the financial statements of the “Company.” All financial statements prior to that date are referred to as the financial statements of the “Predecessor.”

The Acquisition was accounted for in accordance with the purchase method of accounting. Accordingly, the purchase price of the Acquisition has been allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date. However, it is not possible at this time to reasonably estimate the separate amounts attributable to identifiable intangible assets or goodwill since the measurement of these assets requires the expertise of an independent appraiser. Accordingly, the entire amount of the excess of the purchase consideration has currently been allocated to goodwill, but is expected to be allocated between goodwill and other identifiable intangible assets based upon the appraiser’s valuation. The Company has engaged an independent appraiser whose work is ongoing.

InThe ~~the opinion of the Company, the~~ accompanying unaudited consolidated ~~condensed~~ financial statements ~~contain~~have ~~all adjustments, which are normal and~~been ~~recurring~~prepared in ~~nature,~~accordance ~~necessary~~with toaccounting ~~present~~principles ~~fairly~~generally ~~its~~accepted ~~and~~in the ~~Predecessor’s~~ ~~financial~~United ~~position~~States as of ~~September 30,~~America ~~2003~~for ~~and~~interim ~~December 31,~~financial ~~2002~~information and with the instructions ~~results~~to ofForm ~~its~~10-Q. Accordingly, they ~~and~~do ~~the~~not ~~Predecessor’s~~include ~~operations~~all ~~for~~information ~~the~~and ~~three~~footnotes ~~month~~required ~~period~~by accounting ~~ended~~principles ~~September 30,~~generally ~~2003,~~accepted in the ~~period~~Unites ~~from~~States ~~April 15,~~of ~~2003~~America ~~through~~for complete ~~September 30,~~financial ~~2003,~~statements ~~the~~and ~~period~~should ~~from~~be ~~January 1,~~read ~~2003~~in ~~through April 14,~~conjunction ~~2003~~with ~~and~~ the ~~three~~Annual ~~and~~Report on ~~nine~~Form ~~month~~10-K ~~period~~for the fiscal year ended ~~September~~ December 3031, ~~2002~~2003.

2In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly its and the Predecessor’s financial position as of June 30, 2004 and December 31, 2003 and the results of its and the Predecessor’s operations for the six month and three month periods ended June 30, 2004 and 2003. ~~INDEBTEDNESS~~

~~On May 23, 2003, the Company sold $150,000 of its Senior Notes due June 15, 2011 (“Senior Notes”)~~2. COMPREHENSIVE Interest on the Senior Notes accrues at a rate of 10 ¾% per anum and is paid semiannually on June 15 and December 15 each year. The first interest payment is due December 15, 2003. The Senior Notes are unsecured and rank pari passu with existing and future senior debt of the Company. Prior to June 15, 2006, the Company, at its option, may redeem up to 35% of the Senior Notes with the proceeds of from one or more public equity offerings at a price equal to 110.75% of the principal amount of the notes being redeemed. Upon the occurrence of a change in control of the Company, as defined by the indenture, the Company is required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the Senior Notes. The indenture places certain limits on the Company, the most restrictive of which include the restriction on the incurrence of additional indebtedness by the Company, the payment of dividends on and redemption of capital of the Company, the redemption of certain subordinated obligations, investments, sales of assets and stock of certain subsidiaries, transaction with affiliates, consolidations, mergers and transfers of all or substantially all of the Company’s assets.INCOME

In connection with the issuance of the Senior Notes, we entered into a registration rights agreement, which required the Company to offer to the holders of the original notes the opportunity to exchange the original notes for replacement notes (“New Senior Notes”) having a like principal amount of the original notes and identical in all material respects to the original notes, except that the New Senior Notes would not bear legends restricting the transfer thereof. The Company filed a registration statement on Form S-4 for the New Senior Notes with the Securities and Exchange Commission (“SEC”) on June 6, 2003. The registration statement was declared effective by the SEC on October 16, 2003. The Company launched an exchange offer with respect to $150,000 of the original notes on October 17, 2003. The exchange offer will expire at 12:00 midnight EST, on November 17, 2003 and the Company expects to consummate the exchange offer on November 18, 2003.

On April 15, 2003, the Company entered into a new credit facility consisting of a revolving credit facility and term loans as follows: (1) a revolving credit facility comprised of (a) a $29,700 U.S. revolving credit facility and (b) a 9,600 European Euro revolving credit facility; (2) a term loan A facility comprised of (a) a $29,700 U.S. term loan A and (b) a 9,600 European Euro term loan A; and (3) a term loan B comprised of (a) a $48,200 U.S. term loan B and (b) a 15,600 European Euro term loan B. The Company used a portion of the proceeds from the sale of our $150,000 Senior Notes offering to (i) repay our U.S. term loan A, (ii) repay its U.S. term loan B and (iii) repay a portion of our European term loan B, together with interest accrued thereon. In addition, upon consummation of the offering, its revolving credit facility was increased to a $35,000 U.S. revolving credit facility and a 15,000 million European Euro revolving credit facility.

On April 15, 2003, a convertible senior subordinated bridge note in the principal amount of $55,000 was issued to CHP IV by Valley and SportRack. The Company used a portion of the proceeds from the sale of its $150,000 Senior Notes offering to fully repay the bridge note, together with accrued interest thereon. The interest rate on the bridge note was 12% per annum.

On April 15, 2003, subordinated promissory notes in an aggregate principal amount of $10,000 were issued to the sellers by Valley and SportRack. The interest rate on the subordinated promissory notes is 12% per annum until maturity, subject to certain exceptions. Accrued interest is not payable in cash but is capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of our $150,000 Senior Notes, subject to certain exceptions as described in the debt agreements.

On May 16, 2003, we redeemed all of our then outstanding 9¾ % Senior Subordinated Notes due 2007 at the optional redemption price of 104 7/8% of the principal amount thereof plus accrued interest. Upon consummation of the acquisition of the Prececessor, we deposited funds in escrow sufficient to effect a covenant defeasance of the senior subordinated notes and to consummate the redemption through the redemption date. The amount of the redemption, which includes accrued interest and premiums, was $132,600.

3. MEMBERS’ EQUITY

In connection with the Acquisition, the Company sold 100 of its membership units to CHAAS Holdings, LLC for $100,900 in cash.

4. COMPREHENSIVE INCOME

Comprehensive income (loss) for the Company and the Predecessor is as follows:

	Company						~~Predecessor~~			Predecessor
	Three months ended September 30, 2003			Period from April 15, 2003 through September 30, 2003			Period from January 1, 2003 through April 14, 2003			Three months ended September 30, 2002			Nine months ended September 30, 2002
	Three months ended June 30, 2004			Six months ended June 30, 2004			Period from April 15, 2003 through June 30, 2003			Period from April 1, 2003 through April 14, 2003			Period from January 1, 2003 through April 14, 2003
Net income (loss)	$	~~168~~986		$	~~627~~701		$	~~(6,698~~459	)	$	~~767~~(13,509	)	$	(106,~~658~~698	)
Change in the cumulative translation adjustment	3,373			2,462			(424		)	753			414
Change in the cumulative translation adjustment, net of tax	(301		)	(1,286		)	(911		)	628			(424		)
Comprehensive income (loss)	$	~~3,541~~685		$	~~3,089~~(585	)	$	(~~7,122~~452	)	$	1(12,~~520~~881	)	$	(107,~~244~~122	)

53. ~~CUMULATIVE EFFECT~~CURRENCY ~~OF ACCOUNTING CHANGE (PREDECESSOR)~~CONTRACTS

OnWe have significant operations in Europe ~~January~~where the functional currency is the Euro. 1, During ~~2002~~2003, the ~~Predecessor~~Euro ~~adopted~~strengthened ~~the~~considerably ~~accounting~~against ~~standards~~the ~~set~~U.S. dollar ~~forth~~and it is our objective to protect reported earnings from volatility in ~~Statement~~the Euro/U.S. ofdollar ~~Financial~~exchange ~~Accounting~~rates. On February 12, ~~Standards~~2004, Nowhen the Euro to the U.S. ~~142~~Dollar exchange rate was 1.28:1, ~~“Goodwill~~we ~~and~~entered into a series of foreign currency forward option contracts ~~other~~related ~~Intangible~~to ~~Assets”~~the Euro (~~SFAS~~“Euro ~~142~~Collar”), ~~and~~each ~~Statement~~with ofa ~~Financial~~notional ~~Accounting~~value of €3,000, ~~Standards~~which Nomature quarterly, as summarized below. On ~~144~~May 12, ~~“Accounting~~2004 ~~for~~when the ~~Impairment~~Euro orto ~~Disposal~~US ofDollar ~~Long-Lived~~exchange rate was 1.19:1, we ~~Assets”~~entered ~~(SFAS~~into ~~144)~~additional foreign currency option contracts also summarized below. ~~SFAS~~We ~~142~~provided ~~changed~~a $1,900 letter of ~~the~~credit ~~methodology~~in ~~for~~support ~~assessing~~of ~~goodwill~~the ~~impairments~~foreign currency option contracts. ~~The~~To ~~initial~~the ~~application~~extent ofthat ~~this~~the ~~statement~~quarter ~~resulted~~end ~~in an~~exchange ~~impairment~~rate offalls ~~goodwill~~between ofthe ~~$29~~Euro collar exchange rates,~~207~~ tofulfillment ~~write~~of ~~down~~the ~~goodwill~~Euro collar ~~related~~exchange tocontracts ~~the~~will ~~Valley~~result in offsetting foreign currency gains and ~~Industries~~losses ~~Acquisition~~upon expiration. ~~The~~For ~~impairment~~each ~~was~~reporting ~~due~~period ~~solely~~we torecord the ~~change~~fair invalue, ~~accounting~~as ~~standards~~determined by independent financial institutions, of open obligations and ~~was~~the ~~reported~~resultant asgains aand losses ~~cumulative~~are ~~effect~~recorded in the statement of operations. For the three and six months ended June 30, 2004 we had unrealized losses on our foreign currency options totaling $440 and $295, respectively, which were

recorded in other expense. Three options having zero value expired during the second quarter and six options expired during the first six months of 2004.

	Euro Collar Exchange Rates
Expiration Date	Contract Date	Notional Value		Purchased Put Option		Sold Call Option		Purchased Call Option
		(thousands)
September 30, 2004	February 12, 2004	€	3,000	$	1.200	$	1.357	$	1.400
December 31, 2004	February 12, 2004	€	3,000	$	1.200	$	1.354	$	1.400
March 31, 2005	February 12, 2004	€	3,000	$	1.200	$	1.353	$	—
June 28, 2005	May 12, 2004	€	3,000	$	1.150	$	1.242	$	1.300

4. CONDENSED CONSOLIDATING INFORMATION

On May 23, 2003, the Company’s wholly-owned subsidiaries, Advanced Accessory Systems, LLC and AAS Capital Corporation, issued and sold 10¾% senior notes due 2011, (the “Senior Notes”). The Senior Notes are guaranteed on a full, unconditional and joint and several basis by the Company and all of the Company’s direct and indirect wholly-owned domestic subsidiaries. The following condensed consolidating financial information presents the financial position, results of operations and cash flows of (i) the Company (the “Parent”), as if it accounted for its subsidiaries on the equity method, (ii) Advanced Accessory Systems, LLC and AAS Capital Corporation as issuers; (ii) guarantor subsidiaries which are domestic, wholly-owned subsidiaries and include SportRack LLC, Valley Industries, LLC, AASA Holdings, LLC and ValTek, LLC; and (iii) the non-guarantor subsidiaries which are foreign, wholly-owned subsidiaries and include Brink International B.V. and its subsidiaries, SportRack Accessories, Inc. and its subsidiary, and SportRack Automotive GmbH and its subsidiaries. The operating results of the guarantor and non-guarantor subsidiaries have been allocated a portion of certain corporate overhead costs on a basis consistent with each subsidiary’s relative business activity, including interest on intercompany debt balances. Since its formation in September 1997, AAS Capital Corporation has had no operations and has no assets or liabilities at June 30, 2004.

accounting change during the first quarter of 2002. Under the new standard, impairment is determined by comparing the carrying values of reporting units to the corresponding fair values, which was determined based on the discounted estimated future cash flows of the reporting units. As the impairment related to Valley Industries, LLC for which taxable income accrues to the individual members, no tax effect was recorded for this charge. Additionally, under the new standard, goodwill is no longer amortized but is to be tested periodically for impairment. The adoption of SFAS 144 did not have a material impact on the Company’s financial position, results of operations or cash flows

Other intangible assets at September 30, 2003 and December 31, 2002 consist of deferred financing costs, a defined benefit pension asset and patents and licenses.

6. CONDENSED CONSOLIDATING INFORMATION

On May 23, 2003, the Company’s wholly-owned subsidiaries, Advanced Accessory Systems, LLC and AAS Capital Corporation, issued and sold the Senior Notes. The Senior Notes are guaranteed on a full, unconditional and joint and several basis by the Company and all of the Company’s direct and indirect wholly-owned domestic subsidiaries. The following condensed consolidating financial information presents the financial position, results of operations and cash flows of (i) the Company (the “Parent”), as if it accounted for its subsidiaries on the equity method, (ii) Advanced Accessory Systems, LLC and AAS Capital Corporation as issuers; (ii) guarantor subsidiaries which are domestic, wholly-owned subsidiaries and include SportRack LLC, Valley Industries, LLC, AASA Holdings, LLC and ValTek, LLC; and (iii) the non-guarantor subsidiaries which are foreign, wholly-owned subsidiaries and include Brink International B.V. and its subsidiaries, SportRack Accessories, Inc. and its subsidiary, and SportRack Automotive GmbH and its subsidiaries. The operating results of the guarantor and non-guarantor subsidiaries have been allocated a portion of certain corporate overhead costs on a basis consistent with each subsidiary’s relative business activity, including interest on intercompany debt balances. Since its formation in September 1997, AAS Capital Corporation has had no operations and has no assets or liabilities at September 30, 2003.

CONDENSED CONSOLIDATING BALANCE SHEET

~~September~~June 30, ~~2003~~ 2004

	Company
	Parent		Issuers		Guarantor subsidiaries		Non-guarantor subsidiaries		Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
ASSETS
Current assets
Cash	$	16	$	~~873~~—	$	~~878~~8,269	$	2,~~581~~032	$	—		$	410,~~348~~317
Accounts receivable	—		—		40,~~459~~135		2534,~~266~~978		—			6575,~~725~~113
Inventories	—		—		1619,~~669~~631		2731,~~938~~388		—			4451,~~607~~019
Deferred income taxes and other current assets	—23		37,~~845~~395		1014,~~786~~334		4,~~194~~023		—			1825,~~825~~775
Total current assets	1639		47,~~718~~395		6882,~~792~~369		5972,~~979~~421		—			~~133~~162,~~505~~224
Property and equipment, net	—		—		3330,~~221~~950		2841,~~663~~630		—			6172,~~884~~580
Goodwill	—		~~54,284~~—		5239,~~835~~596		~~58,098~~—		—			~~165~~39,~~217~~596
Other intangible assets, net	—		65,~~595~~695		~~312~~78,164		~~312~~21,050		—			7104,~~219~~909
Deferred income taxes and other noncurrent assets	—		—		~~723~~1,161		41,~~068~~710		—			42,~~791~~871
Investment in subsidiaries	115,203		82,605		12,212		222		(210,242		)	—
Investment in and advances to subsidiaries	129,680		251,926		13,666		221		(395,493		)	—
Intercompany notes receivable	—		86,031		1,682		—		(87,713		)	—
Total assets	$	129,719	$	265,016	$	245,906	$	137,032	$	(395,493	)	$	382,180
Total assets	$	115,219	$	234,233	$	169,777	$	151,342	$	(297,955	)	$	372,616
LIABILITIES AND MEMBER’S EQUITY
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—	$	—	$	~~100~~69	$	21,~~097~~790	$	—		$	21,~~197~~859
Accounts payable	—		—		2427,~~548~~526		1117,~~502~~696		—			3645,~~050~~222
Accrued liabilities and deferred income taxes	~~500~~—		131,~~077~~607		118,~~928~~334		16,~~821~~828		—			4226,~~326~~769
Total current liabilities	~~500~~—		131,~~077~~607		3635,~~576~~929		3036,~~420~~314		—			8073,~~573~~850
Deferred income taxes and other noncurrent liabilities	—		—		~~149~~6,161		46,~~435~~300		—			412,~~584~~461
Long-term debt, less currentmaturities	—		150,000		16,634		16,836		—			183,470
Long-term debt, less current maturities	—		150,000		25,499		19,873		—			195,372
Intercompany debt	1029,~~730~~222		—3,226		—20,835		7663,~~983~~563		(87116,~~713~~846		)	—
Members’ equity	103,989		71,156		116,418		22,668		(210,242		)	103,989
Member’s equity	100,497		110,183		157,482		10,982		(278,647		)	100,497
Total liabilities and members’ equity	$	115,219	$	234,233	$	169,777	$	151,342	$	(297,955	)	$	372,616
Total liabilities and member’s equity	$	129,719	$	265,016	$	245,906	$	137,032	$	(395,493	)	$	382,180

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, ~~2002~~2003

	Predecessor
	Company
	Issuers			Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	Parent			Issuers		Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
ASSETS
	(Dollar amounts in thousands)
Current assets
ASSETS
Cash	$	440		$	77	$	2,136		$	—		$	2,653
Current assets
Accounts receivable	—			31,920		19,606			—			51,526
Cash	$	16		$	—	$	12,629		$	4,041		$	—		$	16,686
Inventories	—			16,810		23,872			—			40,682
Accounts receivable	—			—		33,142			22,221			—			55,363
Deferred income taxes and other current assets	80			6,836		6,563			—			13,479
Inventories	—			—		17,527			30,801			—			48,328
Total current assets	520			55,643		52,177			—			108,340
Deferred income taxes and other current assets	—			3,821		13,778			3,475			—			21,074
Property and equipment, net	—			33,433		27,139			—			60,572
Total current assets	16			3,821		77,076			60,538			—			141,451
Goodwill	985			24,729		21,594			—			47,308
Property and equipment, net	—			—		29,476			44,319			—			73,795
Other intangible assets, net	2,971			371		293			—			3,635
Goodwill	—			¾		39,596			¾			—			39,596
Deferred income taxes and other noncurrent assets	93			794		3,413			—			4,300
Other intangible assets, net	—			6,069		81,617			22,470			—			110,156
Investment in subsidiaries	78,160			9,955		—			(88,115		)	—
Deferred income taxes and other noncurrent assets	—			33		888			1,643			29			2,593
Intercompany notes receivable	59,487			3,591		—			(63,078		)	—
Investment in and advances to subsidiaries	130,083			257,438		13,666			234			(401,421		)	¾
Total assets	$	~~142~~130,~~216~~099		$	~~128~~267,~~516~~361	$	~~104~~242,~~616~~319		$	~~(151~~129,~~193~~204	)	$	~~224~~(401,~~155~~392	)	$	367,591
LIABILITIES AND MEMBERS’ EQUITY
LIABILITIES AND MEMBER’S EQUITY
Current liabilities
Current maturities of long-term debt	$	~~8,574~~—		$	54—	$	~~9,587~~85		$	—1,824		$	~~18,215~~—		$	1,909
Accounts payable	—			~~22,346~~—		1021,~~813~~938			—11,347			~~33,159~~—			33,285
Accrued liabilities and deferred income taxes	~~8,060~~(14		)	71,~~846~~365		146,~~856~~109			—14,456			~~30,762~~—			21,916
Mandatorily redeemable warrants	5,250			—		—			—			5,250
Total current liabilities	(14		)	1,365		28,132			27,627			—			57,110
Total current liabilities	21,884			30,246		35,256			—			87,386
Deferred income taxes and other noncurrent liabilities	—			—		6,163			6,331			—			12,494
Deferred income taxes and other noncurrent liabilities	2,003			1,391		3,031			—			6,425
Long-term debt, less current maturites	150,000			28,710		18,195			—			196,905
Long-term debt, less current maturities	124,717			252		11,763			—			136,732
Intercompany debt	29,213			—		25,195			67,921			(122,329		)	—
Intercompany debt	—			—		63,078			(63,078		)	—
Member’s equity	100,900			115,996		154,119			9,130			(279,063		)	101,082
Members’ equity (deficit)	(6,388		)	96,627		(8,512		)	(88,115		)	(6,388		)
Total liabilities and member’s equity	$	130,099		$	267,361	$	242,319		$	129,204		$	(401,392	)	$	367,591
Total liabilities and members’ equity	$	142,216		$	128,516	$	104,616		$	(151,193	)	$	224,155

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the three months ended ~~September~~ June 30, ~~2003~~2004

	Company
	Parent		Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
Net sales	$	—	$	—		$	5764,~~608~~327		$	2944,~~162~~019		$	—		$	86108,~~770~~346
Cost of sales	—		—			4452,~~878~~987			2030,~~872~~342			—			6583,~~750~~329
Gross profit	—		—			1211,~~730~~340			813,~~290~~677			—			2125,~~020~~017
Selling, administrative and product development expenses	—		~~1,386~~896			6,~~385~~464			68,~~091~~265			—			1315,~~862~~625
Amortization of intangible assets	—		—			~~208~~1,799			—314			—			~~208~~2,113
Operating income (loss)	—		(~~1,386~~896		)	63,~~137~~077			25,~~199~~098			—			67,~~950~~279
Interest expense	—		32,~~599~~742			~~1,206~~657			~~785~~2,082			—			5,~~590~~481
Loss resulting from debt extingushment	—		—			—			326			—			326
Equity in income (loss) of subsidiaries	986		—			—			—			(986		)	—
Equity in income (loss) of subsidiaries	168		—			—			—			(168		)	—
Foreign currency gain (loss), net	—		—			—			15			—			15
Foreign currency gain (loss), net	—		—			—			—			—			—
Other income (expense)	—		—			(205		)	(35		)	—			(240		)
Other income (expense)	—		—			(7		)	68			—			61
Income (loss) before income taxes	986		(3,638		)	2,215			2,996			(986		)	1,573
Income (loss) before income taxes	168		(4,985		)	4,924			1,156			(168		)	1,095
Provision (benefit) for income taxes	—		(1,273		)	829			1,031			—			587
Provision (benefit) for income taxes	—		(1,747		)	1,723			951			—			927
Net income (loss)	$	986	$	(2,365	)	$	1,386		$	1,965		$	(986	)	$	986
Net income (loss)	$	168	$	(3,238	)	$	3,201		$	205		$	(168	)	$	168

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the ~~period~~six ~~from~~months ~~April~~ended ~~15, 2003 through September~~ June 30, ~~2003~~2004

	Company
	Parent		Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
Net sales	$	—	$	—		$	~~108~~126,~~383~~355		$	6278,~~617~~622		$	—		$	~~171~~204,~~000~~977
Cost of sales	—		—			84102,~~197~~938			4454,~~628~~455			—			~~128~~157,~~825~~393
Gross profit	—		—			2423,~~186~~417			1724,~~989~~167			—			4247,~~175~~584
Selling, administrative and product development expenses	—		12,~~197~~283			912,~~868~~738			1215,~~186~~689			—			2330,~~251~~710
Amortization of intangible assets	—		—			~~208~~3,524			—640			—			~~208~~4,164
Operating income (loss)	—		(12,~~197~~283		)	147,~~110~~155			57,~~803~~838			—			1812,~~716~~710
Interest expense	~~715~~—		56,~~653~~660			1,~~492~~241			12,~~254~~683			—			910,~~114~~584
Loss resulting from debt extingushment	550		—			4,060			1,683			—			6,293
Equity in income (loss) of subsidiaries	701		—			—			—			(701		)	—
Equity in income (loss) of subsidiaries	1,892		—			—			—			(1,892		)	—
Foreign currency gain (loss)	—		—			—			(758		)	—			(758		)
Foreign currency gain (loss), net	—		—			2			—			—			2
Other income (expense)	—		—			(296		)	112			—			(184		)
Other income (expense)	—		—			7			125			—			132
Income (loss) before income taxes	701		(8,943		)	5,618			4,509			(701		)	1,184
Income (loss) before income taxes	627		(6,850		)	8,567			2,991			(1,892		)	3,443
Provision (benefit) for income taxes	—		(3,130		)	2,065			1,548			—			483
Provision (benefit) for income taxes	—		(2,400		)	2,998			2,218			—			2,816
Net income	$	701	$	(5,813	)	$	3,553		$	2,961		$	(701	)	$	701
Net income (loss)	$	627	$	(4,450	)	$	5,569		$	773		$	(1,892	)	$	627

109

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the ~~Period~~period from ~~January 1~~April 15, 2003 through ~~April 14~~June 30, 2003

	Predecessor
	Company
	Issuers			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations/ adjustments			Consolidated
	Parent			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
Net sales	$	—		$	~~67,769~~—		$	3450,~~085~~775		$	—33,455		$	~~101,854~~—		$	84,230
Cost of sales	—			~~52,853~~—			2339,~~655~~319			—23,756			~~76,508~~—			63,075
Gross profit	—			~~14,916~~—			1011,~~430~~456			—9,699			~~25,346~~—			21,155
Selling, administrative and product development expenses	~~(834~~—		)	~~8,331~~(189		)	73,~~411~~483			—6,095			~~14,908~~—			9,389
Stock option compensation	10,125			—			—			—			10,125
Operating income	—			189			7,973			3,604			—			11,766
Transaction expenses	3,784			3,784
Interest expense	715			2,054			286			469			—			3,524
Amortization of intangible assets	—			6			5			—			11
Loss resulting from debt extingushment	550			—			4,060			1,357			—			5,967
Operating income (loss)	(13,075		)	6,579			3,014			—			(3,482		)
Equity in income (loss) of subsidiaries	1,724			—			—			—			(1,724		)	—
Interest expense	3,495			93			1,184			—			4,772
Foreign currency gain (loss), net	—			—			2			—			—			2
Equity in income of subsidiaries	9,872			—			—			(9,872		)	—
Other income (expense)	—			—			14			57			—			71
Foreign currency gain, net	—			3			3,237			—			3,240
Income before income taxes	459			(1,865		)	3,643			1,835			(1,724		)	2,348
Other income (expense)	—			(27		)	(57		)	—			(84		)
Provision (benefit) for income taxes	—			(653		)	1,275			1,267			—			1,889
Income (loss) before income taxes	(6,698		)	6,462			5,010			(9,872		)	(5,098		)
Net income (loss)	$	459		$	(1,212	)	$	2,368		$	568		$	(1,724	)	$	459
Provision for income taxes	—			—			1,600			—			1,600
Net income (loss)	$	(6,698	)	$	6,462		$	3,410		$	(9,872	)	$	(6,698	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the ~~three~~Period ~~months~~from ~~ended~~April 1, ~~September~~2003 through 30April 14, ~~2002~~2003

	Predecessor
	Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
Net sales	$	—		$	5610,~~566~~340		$	236,~~522~~174		$	—		$	8016,~~088~~514
Cost of sales	—			447,~~419~~887			164,~~724~~360			—			6112,~~143~~247
Gross profit	—			122,~~147~~453			61,~~798~~814			—			184,~~945~~267
Selling, administrative and product development expenses	(18791		)	62,~~082~~294			51,~~427~~185			—			112,~~491~~688
Amortization of intangible assets	—			3			3			—			6
Stock option compensation	10,125			—			—			—			10,125
Operating income	18			6,062			1,368			—			7,448
Transaction expenses	3,605			—			—			—			3,605
Interest expense	2,859			64			1,452			—			4,375
Amortization of intangible assets	—			1			3			—			4
Equity in income of subsidiaries	3,608			—			—			(3,608		)	—
Operating income (loss)	(12,939		)	158			626			—			(12,155		)
Foreign currency loss, net	—			(13		)	(1,154		)	—			(1,167		)
Interest expense	503			136			301			—			940
Other income (expense)	—			(36		)	37			—			1
Equity in net loss of subsidiaries	(67		)	—			—			67			—
Income (loss) before income taxes	767			5,949			(1,201		)	(3,608		)	1,907
Foreign currency loss	—			3			(359		)	—			(356		)
Provision for income taxes	—			—			1,140			—			1,140
Other income (expense)	—			(3		)	(16		)	—			(19		)
Net income (loss)	$	767		$	5,949		$	(2,341	)	$	(3,608	)	$	767
Income before income taxes	(13,509		)	22			(50		)	67			(13,470		)
Provision for income taxes	—			—			39			—			39
Net income (loss)	$	(13,509	)	$	22		$	(89	)	$	67		$	(13,509	)

1110

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the ~~nine~~Period ~~months~~from ~~ended~~January 1, ~~September~~2003 through 30April 15, ~~2002~~2003

	Predecessor
	Issuers			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
Net sales	$	—		$	~~179~~67,~~260~~769		$	7534,~~019~~085		$	—		$101,854	~~254,279~~
Cost of sales	—			~~138~~52,~~629~~853			5223,~~375~~655			—			~~191~~76,~~004~~508
Gross profit	—			4014,~~631~~916			2210,~~644~~430			—			6325,~~275~~346
Selling, administrative and product development expenses	(23834		)	178,~~938~~331			167,~~117~~411			—			3414,~~032~~908
Amortization of intangible assets	—			9			10			—			19
Stock option compensation	10,125			—			—			—			10,125
Operating income	23			22,684			6,517			—			29,224
Transaction expenses	3,784			3,784
Interest expense	8,298			411			3,523			—			12,232
Amortization of intangible assets	—			6			5			—			11
Equity in loss of subsidiaries	26,824			—			—			(26,824		)	—
Operating income	(13,075		)	6,579			3,014			—			(3,482		)
Foreign currency gain (loss), net	—			(13		)	5,760			—			5,747
Interest expense	3,495			93			1,184			—			4,772
Other income (expense)	—			(161		)	46			—			(115		)
Equity in income of subsidiaries	9,872			—			—			(9,872		)	—
Income (loss) before cumulative effect of accounting change and income taxes	18,549			22,099			8,800			(26,824		)	22,624
Foreign currency gain, net	—			3			3,237			—			3,240
Cumulative effect of accounting change	(29,207		)	(29,207		)	—			29,207			(29,207		)
Other income (expense)	—			(27		)	(57		)	—			(84		)
Income (loss) before income taxes	(106,~~658~~698		)	(76,~~108~~462		)	85,~~800~~010			2(9,~~383~~872		)	(65,~~583~~098		)
Provision for income taxes	—			—			41,~~075~~600			—			41,~~075~~600
Net income (loss)	$	(106,~~658~~698	)	$	(76,~~108~~462	)	$	43,~~725~~410		$	2(9,~~383~~872	)	$	(106,~~658~~698	)

1211

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~period~~six ~~from~~months ~~April 15,~~ended ~~2003 through September~~June 30, ~~2003~~2004

	Company
	Parent			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments		Consolidated
	(Dollar amounts in thousands)
Net cash provided by (used for) operating activities	$	(~~215~~9	)	$	(78,~~405~~738	)	$	128,~~593~~220		$	51,~~593~~475		$	—	$	~~10,556~~948
Cash flows from investing activities:
Acquisition of subsidiaries, net of cash acquired	(108,367		)	—			—			—			—		(108,367		)
Acquisition of property and equipment	—			—			(4,314		)	(1,762		)	—		(6,076		)
Acquisition of property and equipment	—			—			(3,306		)	(2,204		)	—		(5,510		)
Net cash used for investing activities	—			—			(4,314		)	(1,762		)	—		(6,076		)
Net cash used for investing activities	(108,367		)	—			(3,306		)	(2,204		)	—		(113,877		)
Cash flows from financing activities:
Change in intercompany debt	~~8,248~~9			~~817~~8,738			7(4,~~641~~358		)	(164,~~706~~389		)	—		—
Proceeds from issuance of debt	55,000			150,000			88,916			53,617			—		347,533
Net increase (decrease) in revolving loan	—			—			(3,852		)	3,083			—		(769		)
Debt issuance costs	(550		)	(6,595		)	(4,377		)	(1,780		)	—		(13,302		)
Repayment of debt	—			—			(56		)	(891		)	—		(947		)
Net decrease in revolving loan	—			—			(8,416		)	(487		)	—		(8,903		)
Net cash provided by (used for) financing activities	9			8,738			(8,266		)	(2,197		)	—		(1,716		)
Repayment of debt	(55,000		)	(140,000		)	(92,256		)	(41,511		)	—		(328,767		)
Effect of exchange rate changes	—			—			—			475			—		475
Issuance of membership units	100,900			—			—			—			—		100,900
Net increase (decrease) in cash	—			—			(4,360		)	(2,009		)	—		(6,369		)
Net cash provided by (used for) financing activities	108,598			4,222			(8,492		)	(6,867		)	—		97,461
Cash at beginning of period	16			—			12,629			4,041			—		16,686
Effect of exchange rate changes	—			—			—			3,368			—		3,368
Cash at end of period	$	16		$	—		$	8,269		$	2,032		$	—	$	10,317
Net increase (decrease) in cash	16			(3,183		)	795			(110		)	—		(2,482		)
Cash at beginning of period	—			4,056			83			2,691			—		6,830
Cash at end of period	$	16		$	873		$	878		$	2,581		$	—	$	4,348

1312

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the period from ~~January~~April 115, 2003 through ~~April~~June 1430, 2003

	Predecessor
	Company
	Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	Parent			Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments			Consolidated
	(Dollar amounts in thousands)
Net cash provided by (used for) operating activities	$	~~(6,163~~300	)	$	5(4,~~750~~307	)	$	~~3,311~~152		$	—395		$	~~2,898~~—		$	(3,460	)
Cash flows from investing activities:
Acquisition of property and equipment	—			(1,222		)	(1,290		)	—			(2,512		)
Acquisition of subsidiaries, net of cash acquired	(108,367		)	—			—			—			—			(108,367		)
Net cash used for investing activities	—			(1,222		)	(1,290		)	—			(2,512		)
Acquisition of property and equipment	—			—			(846		)	(1,215		)	—			(2,061		)
Cash flows from financing activities:
Net cash used for investing activities	(108,367		)	—			(846		)	(1,215		)	—			(110,428		)
Change in intercompany debt	3,474			(4,495		)	1,021			—			—
Cash flows from financing activities:
Net increase in revolving loan	6,426			—			—			—			6,426
Change in intercompany debt	7,733			(5,081		)	6,446			(9,098		)	—			—
Repayment of debt	—			(27		)	(2,191		)	—			(2,218		)
Proceeds from issuance of debt	55,000			150,000			88,916			53,617			—			347,533
Distributions to members	(121		)	—			—			—			(121		)
Debt issuance costs	(550		)	(4,668		)	(4,694		)	(1,462		)	—			(11,374		)
Net cash provided by (used for) financing activities	9,779			(4,522		)	(1,170		)	—			4,087
Net decrease in revolving loan	—			—			2,154			98			—			2,252
Effect of exchange rate changes	—			—			(296		)	—			(296		)
Repayment of debt	(55,000		)	(140,000		)	(92,211		)	(41,095		)	—			(328,306		)
Net increase in cash	3,616			6			555			—			4,177
Issuance of membership units	100,900			—			—			—			—			100,900
Cash at beginning of period	440			77			2,136			—			2,653
Net cash provided by (used for) financing activities	108,083			251			611			2,060			—			111,005
Cash at end of period	$	4,056		$	83		$	2,691		$	—		$	6,830
Effect of exchange rate changes	—			—			—			867			—			867
Net increase (decrease) in cash	16			(4,056		)	(83		)	2,107			—			(2,016		)
Cash at beginning of period	—			4,056			83			2,691			—			6,830
Cash at end of period	$	16		$	—		$	—		$	4,798		$	—		$	4,814

1413

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~nine~~period ~~months~~from ~~ended~~January 1, ~~September~~2003 through April 3014, ~~2002~~2003

	Predecessor
	Issuers			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations/ adjustments		Consolidated
	(Dollar amounts in thousands)
Net cash provided by (used for) operating activities	$	(46,~~434~~163	)	$	195,~~020~~750		$	3,~~377~~311		$	—	$	172,~~963~~898
Cash flows from investing activities:
Acquisition of property and equipment	—			(21,~~611~~222		)	(71,~~238~~290		)	—		(92,~~849~~512		)
Net cash used for investing activities	—			(21,~~611~~222		)	(71,~~238~~290		)	—		(92,~~849~~512		)
Cash flows from financing activities:
Change in intercompany debt	23,~~745~~474			(154,~~211~~495		)	121,~~466~~021			—		—
Net increase in revolving loan	56,~~096~~426			—			—			—		56,~~096~~426
Repayment of debt	—			(~~1,076~~27		)	(102,~~232~~191		)	—		(112,~~308~~218		)
Distributions to members	(~~3,355~~121		)	—			—			—		(~~3,355~~121		)
Net cash provided by (used for) financing activities	49,~~486~~779			(164,~~287~~522		)	2(1,~~234~~170		)	—		(94,~~567~~087		)
Effect of exchange rate changes	—			—			~~1,121~~(296		)	—		~~1,121~~(296		)
Net increase (decrease) in cash	523,616			~~122~~6			~~(506~~555		)	—		~~(332~~4,177		)
Cash at beginning of period	~~334~~440			277			12,~~803~~136			—		2,~~139~~653
Cash at end of period	$	~~386~~4,056		$	~~124~~83		$	12,~~297~~691		$	—	$	16,~~087~~830

1514

~~CHAAS~~Item ~~ACQUISITIONS,~~2. MANAGEMENT’S DISCUSSION ~~LLC~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Item~~The 2following discussion of our results of operations and financial condition should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements. ~~MANAGEMENT’S~~Discussions ~~DISCUSSION~~containing ~~AND~~forward-looking statements ~~ANALYSIS~~may OFbe ~~FINANCIAL~~found in the material set forth above, in the material set ~~CONDITION~~forth ~~AND~~below, ~~RESULTS~~as OFwell ~~OPERATIONS~~as in this Form 10-Q generally. Forward looking statements generally can be identified by the use of terms such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “predict,” “potential,” “forecast,” “project,” “will be,” “continue” or variations of such terms, or the use of these terms in the negative. Our actual results may differ significantly from the results discussed in the forward-looking statements, and such differences may be material. General risks that may impact the achievement of such forecasts include, but are not limited to: compliance with new laws and regulations, general economic conditions in the markets in which we operate, fluctuation in demand for our products and in the production of vehicles for which we are a supplier, significant raw material price fluctuations, labor disputes with our employees or of our significant customers or suppliers, changes in consumer preferences, dependence on significant automotive customers, the level of competition in the automotive supply industry, pricing pressure from automotive customers, our substantial leverage, limitations imposed by our debt facilities, changes in the popularity of particular vehicle models or towing and rack systems, the loss of programs on particular vehicle models, risks associated with conducting business in foreign countries and other business factors. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements. All of these forward-looking statements are based on estimates and assumptions made by our management which, although believed to be reasonable, are inherently uncertain. Given these risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. The company disclaims any obligation to update any forward-looking statements.

The following discussion of our results of operations and financial condition should be read in conjunction with our financial statements and notes thereto included elsewhere in this Form 10-Q. This Form 10-Q contains forward-looking statements. Discussions containing forward-looking statements may be found in the material set forth above, in the material set forth below, as well as in this Form 10-Q generally. These may include statements projecting, forecasting or estimating our performance and industry trends. General risks that may impact the achievement of such forecasts include, but are not limited to: compliance with new laws and regulations, general economic conditions in the markets in which we operate, fluctuation in demand for our products and in the production of vehicles for which we are a supplier, significant raw material price fluctuations, labor disputes with our employees or that of our significant customers or suppliers, changes in consumer preferences, dependence on significant automotive customers, the level of competition in the automotive supply industry, pricing pressure from automotive customers, our substantial leverage, limitations imposed by our debt facilities, changes in the popularity of particular vehicle models or towing and rack systems, the loss of programs on particular vehicle models, risks associated with conducting business in foreign countries and other business factors. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual events or results may differ materially from those discussed in the forward-looking statements. All of these forward-looking statements are based on estimates and assumptions made by our management which, although believed to be reasonable, are inherently uncertain. We do not intend to update these forward-looking statements.

OVERVIEW

We are one of the world’s largest designers and manufacturers of exterior accessories for the automotive original equipment ~~manufactures~~ manufacturers (“OEM”) market and after market. We design and manufacture a wide array of both rack systems and towing systems and related accessories. Our broad offering of rack systems includes fixed and detachable racks and accessories, which can be installed on vehicles to carry items such as bicycles, skis, luggage, surfboards, and sailboards. Our towing products and accessories include trailer hitches, trailer balls, ball mounts, electrical harnesses, safety chains and locking pins. Our products are sold as standard accessories or options for a variety of light vehicles.

Company Background

On April 15, 2003, substantially all of the equity interests of ~~Advanced Accessory Systems, LLC (~~the “Predecessor”) were acquired by Castle Harlan Partners IV, L.P. ~~(the “Acquisition”)~~, a private equity investment fund organized and managed by Castle Harlan Inc., a leading private equity firm. CHAAS Holdings, LLC was formed in April 2003 by Castle Harlan Partners IV, L.P. in connection with the Acquisition and is the indirect ~~direct~~ parent of ~~the~~ CHAAS ~~Acquisitions,~~ ~~LLC~~Acquisitions.

Unless the context otherwise requires, all information which refers to “we”, “our” or “us” refers to ~~the~~CHAAS ~~Company~~Acquisitions and its subsidiaries.

RESULTS OF OPERATIONS

Three Months Ended ~~September~~June 30, ~~2003~~2004 for the Company Compared to the Period ~~Three~~April 15, ~~Months~~2003 ~~Ended September~~through June 30, ~~2002~~2003 for the Company and the Period from April 1, 2003 through April 14, 2003 for the Predecessor.

Net sales. Net sales for the ~~third~~second quarter of ~~2003~~2004 were $86108.83 million,. Net ~~representing an~~sales ~~increase~~for ~~of $6.7~~the ~~million,~~period orfrom ~~8.3%~~April 15, ~~compared~~2003 ~~with~~through ~~net~~June 30, ~~sales~~2003 ofwere $8084.12 million and for the ~~third~~period ~~quarter~~from April 1, of2003 ~~2002~~through April 14, 2003 were $16.5 million. ~~The~~This increase for the ~~period~~full quarter of $67.6 million, or 7.5%, ~~million~~ includes approximately $32.02 million due to the increase of the average exchange rates between the U.S. dollar and the currencies used by our foreign subsidiaries, primarily in Europe. ~~The~~ The balance of the increase in net sales reflects an increase in sales to our OEM customers of approximately $3.96 million ~~offset~~and byan aincrease ~~decrease~~ of ~~approximately~~ approximately $~~200,000~~1.8 inmillion ~~sales~~representing revenue from surcharges for steel imposed primarily on products sold to ~~our~~aftermarket ~~automotive~~customers. Without the effect of these surcharges, sales to aftermarket customers were virtually unchanged during the period. Sales to ~~our~~OEM customers were higher due to new program launches for SportRack ~~and~~in ~~Brink~~Europe ~~OEM~~and ~~customers~~for ~~increased~~Valley byin $4North America.3 Sales ~~million~~for Brink ~~and~~were ~~$2.4~~higher ~~million,~~due ~~respectively,~~to asstrong aEuropean ~~result~~new car sales and an increase in sales of ~~new~~the ~~program~~higher ~~launches,~~priced ~~while~~detachable ~~sales~~towbars. These toincreases ~~Valley~~were ~~OEM~~partially ~~customers~~offset by decreased ~~$2.8~~prices and lower ~~million~~volumes on existing programs.

Gross profit. Gross profit for the third quarter of 2003 was $21.0 million, representing an increase of $2.1 million, or 11.0%, compared with gross profit of $18.9 million for the third quarter of 2002. The increased gross profit amount resulted from our higher net sales and a small increase in the gross profit percentage. Gross profit as a percentage of net sales was 24.2% for the third quarter of 2003 compared to 23.7% for the third quarter of 2002. The increased gross margin percentage reflects the mix of products sold in the third quarter of 2003 including a higher percentage of our net sales being made by Brink, which has a higher gross margin percentage than we do as a whole.15

~~Selling,~~Gross ~~administrative~~profit. ~~and~~Gross profit ~~product~~for ~~development~~the ~~expenses~~second quarter of 2004 was $25.0 million. ~~Selling,~~Gross ~~administrative~~profit ~~and~~for ~~product~~the ~~development~~period from ~~expenses~~April 15, 2003 through June 30, 2003 was $21.2 million and for the period ~~third~~from ~~quarter~~April 1, of2003 through April 14, 2003 ~~were~~was $134.9 3 million,. Gross ~~representing~~profit anas a percentage of ~~increase~~net sales was 23.1% for the second quarter of $22004.4 The ~~million,~~gross orprofit 20percentage was 25.61% and 25.8% during the period from April 15, ~~compared~~2003 ~~with~~through ~~selling~~June 30, ~~administrative~~2003 and ~~product~~the ~~development~~period ~~expenses~~from April 1, 2003 through April 14, 2003, respectively. The decrease in gross profit of $11405,000 or 1.56% ~~million~~and ~~for~~in ~~the~~gross ~~third~~margin ~~quarter~~percentage ofreflects ~~2002.~~higher costs ~~This~~for ~~increase~~steel isand ~~primarily~~aluminum, ~~due~~price decreases to our OEM customers and higher ~~sales,~~rent expense. The ~~continuing~~price ~~product~~of steel continued to ~~development~~increase ~~costs~~dramatically during the second quarter of 2004 due primarily to several trends in the steel producing industry including increased demand for ~~SportRack~~steel products ~~which~~from isChina, ~~working~~the ~~with~~weakened ~~its~~U.S. ~~OEM~~Dollar, ~~customers~~the onconsolidation of the steel ~~several~~producing ~~new~~industry ~~programs~~and ~~that~~a ~~are~~reduction ~~expected~~in overall production capacity. In addition to bethe ~~launched~~higher prices we also experienced delays in ~~2004~~procurement ~~and~~of ~~beyond~~some steel components. During the quarter, increased cost of steel and production inefficiencies caused by delays in procurement of steel and components having a high steel content resulted in lower gross profit of approximately $1.9 million net of recovery through the ~~inclusion~~introduction of ~~management~~steel surcharges ~~fees~~on some of our aftermarket towing systems products. In order to secure ~~Castle~~future ~~Harlan~~business with certain of our OEM customers we granted price decreases on several products. These reduced prices totaled approximately $~~746~~800,000 induring the ~~third~~second quarter. Gross profit was further reduced by approximately $258,000 in increased rent expense for two manufacturing facilities that were included in a sale and leaseback transaction during the fourth quarter of 2003.

Selling, administrative and product development expenses. Selling, administrative and product development expenses for the second quarter of 2004 were $15.6 million. Selling, administrative and product development expenses for the period from April 15, 2003 through June 30, 2003 and for the period from April 1, 2003 through April 14, 2003 were $9.4 million and $2.7 million, respectively. This increase of $3.6 million, or 29.4%, is primarily due to our higher sales, an increase of $500,000 resulting from an increase in the average exchange rates between the U.S. dollar and the Euro, increases in product development costs for SportRack in support of new OEM programs that are expected to be launched in the second half of 2004 and beyond and higher corporate expenses.

Stock option compensation. During the period from April 1, 2003 through April 14, 2003, holders of all outstanding membership units and warrants exercised their options to purchase membership units of our Predecessor prior to the acquisition. In connection with the transaction, our Predecessor recorded stock option compensation during this period of $10.1 million, representing the fair market value of the underlying units less the related exercise price and the recorded value of the warrants.

Transaction expenses. During the period from April 1, 2003 through April 14, 2003, our Predecessor incurred $3.6 million in expenses related to the Acquisition, including legal, accounting and other advisor fees.

Amortization of intangible assets. Amortization of intangible assets for the second quarter of 2004 was $2.1 million and was $4,000 from April 1, 2003 through April 14, 2003. The increase in amortization results from amortization related to intangible assets identified in the allocation of the Acquisition purchase price.

Operating income. Our operating income for the second quarter of 2004 was $7.3 million. Our operating income for the period from April 15, 2003 through June 30, 2004 was $11.8 million. We had an operating loss of $12.2 million during the period from April 1, 2003 through April 14, 2003. The change in operating income of $7.7 million resulted from stock option compensation and transaction expenses of $10.1 million and $3.6 million, respectively, incurred in 2003. These were partially offset by the increased selling, administrative and product development expenses in 2004, increased amortization of intangible assets and decreased gross profit.

Interest expense. Interest expense for the second quarter of 2004 was $5.5 million. Interest expense for the period from April 15, 2003 through June 30, 2003 and for the period from April 1, 2003 through April 14, 2003 was $3.5 million and $940,000, respectively. This increase of $1.0 million, or 22.8% is due to the higher level of debt outstanding during the second quarter of 2004 resulting from our purchase of the Predecessor on April 15, 2003.

Foreign currency gain (loss). We had a foreign currency gain in the second quarter of 2004 of $15,000. We had a foreign currency gain during the period from April 15, 2003 through June 30, 2003 of $2,000 and a foreign currency loss during the period from April 1, 2003 through April 14, 2003, of $356,000. This increase of $369,000 is primarily attributable to the U.S. dollar denominated intercompany indebtedness of Brink, whose functional currency is the Euro. During the second quarter of 2004 the U.S. Dollar first strengthened in comparison with the Euro and then had two months of weakening. This mix and changes in the underlying U.S. Dollar loan exposure resulted in the immaterial gain at Brink. The intercompany indebtedness for our foreign subsidiaries other than Brink are deemed to be permanently invested and therefore changes in the intercompany balances for these subsidiaries caused by foreign currency fluctuations have been recorded in the currency translation adjustment account and included in other comprehensive income. Our Predecessor’s foreign currency gains and losses were primarily related to the intercompany indebtedness of our foreign subsidiaries including Brink.

Provision for income taxes. During the second quarter of 2004 we had a gain before income taxes of $1.6 million and recorded an income tax provision of $587,000. The effective tax rate differs from the U.S. federal income tax rate primarily due to

~~Amortization~~changes ofin ~~intangible~~valuation allowances on the deferred tax assets~~. Amortization~~ of ~~intangible~~SportRack Accessories ~~assets~~and ~~for~~differences in the ~~third~~ ~~quarter~~tax rates of foreign countries. Prior to April 2003 ~~was~~our ~~$208,000~~Predecessor ~~compared~~and certain of its domestic subsidiaries had elected to ~~$6,000~~be taxed as limited liability companies for ~~the~~federal ~~third~~income ~~quarter~~tax purposes. As a result of ~~2002,~~ this election, the ~~increase~~Predecessor’s ~~primarily~~domestic ~~reflecting~~taxable ~~increased~~income ~~amortization~~accrued ~~related~~ to ~~customer~~ ~~owned~~the ~~tooling~~individual members. WeCertain ~~expect~~of ~~our~~the Company’s ~~amortization~~domestic ~~expense~~subsidiaries and foreign subsidiaries were subject to ~~increase~~income taxes in their ~~future~~respective ~~periods~~jurisdictions. ~~after~~Effective on April 20, 2003 we ~~receive~~filed ~~the~~an ~~independent~~election ~~appraiser’s~~for ~~report~~all our domestic subsidiaries to be treated as regular corporations and ~~allocate~~therefore ~~separate~~they ~~amounts~~are ~~attributable~~now subject to ~~identifiable~~ ~~intangible~~federal ~~assets~~income ~~which~~tax. During ~~may~~the beperiod ~~amortized~~from April 15, or2003 through ~~goodwill~~June 30, ~~which~~2003 ~~will~~we had net income before taxes of $2.3 million and ~~not~~recorded bea ~~amortized~~provision of $1. At9 ~~September~~million. ~~30,~~ During the period from April 1, 2003 through April 15, ~~the~~2003 ~~entire~~we had ~~excess~~a ~~purchase~~loss ~~consideration~~before isincome ~~included~~taxes inof ~~goodwill~~$13.5 million and ~~has~~recorded a benefit for ~~not~~income ~~been~~taxes ~~amortized~~of $39,000.

~~Operating~~Net income (loss). ~~Our operating~~We ~~income~~had a net gain of $986,000 for the ~~third~~ second quarter of ~~2003~~2004, ~~was~~net income of $~~7.0~~459 ~~million,~~thousand ~~representing~~for ~~a decrease~~the ofperiod ~~$498~~from April 15,~~000,~~ 2003 orthrough ~~0.6%~~June 30, ~~compared~~2003 toand ~~our~~a ~~operating~~net ~~income~~loss of $713.45 million for the ~~third~~period from ~~quarter~~April 1, of2003 through April 14, 2003. ~~This~~The ~~decrease~~increase ~~results~~of $14.0 million is due to higher operating income in 2004, the loss resulting from debt extinguishment in 2003, the ~~increase~~foreign currency gain in 2004 as compared with a ~~selling,~~foreign ~~administrative~~currency loss in 2003 and ~~product~~a ~~development~~lower ~~expenses,~~provision ~~offset~~for income taxes in 2004. These were partially offset by ~~the~~higher ~~increase~~interest expense in ~~gross profit~~2004.

~~Interest~~Six ~~expense. Interest~~Months ~~expense~~Ended June 30, 2004 for the ~~third~~Company ~~quarter~~Compared ofto ~~2003~~the Period ~~was $5.6 million~~April 15, ~~representing~~ an2003 ~~increase~~through ~~of $1.2 million~~June 30, or2003 ~~27.8%, compared to interest expense of $4.4 million~~ for the ~~third quarter~~Company ofand ~~2002. The increase is due to~~ the Period ~~higher~~from ~~level~~January 1, ~~of debt outstanding during the third quarter of~~ 2003 ~~resulting from~~through ~~our purchase of the Predecessor on~~ April 1514, 2003 for the Predecessor.

~~Loss~~Net ~~resulting~~sales. ~~from~~Net ~~debt~~sales for ~~extinguishment~~the first six months of 2004 were $205.0 million. OnNet ~~May~~sales for the period from April 2315, 2003 through June 30, 2003 weand ~~issued~~for the period from January 1, 2003 through April 14, 2003 were $~~150~~84.2 million and $101.9 million respectively. This increase of ~~our~~$18.9 million, ~~Senior~~or ~~Notes~~10.2%, includes approximately $6.0 million due ~~2011~~to ~~which~~the ~~proceeds~~increase ~~were~~of the average exchange rates between the U.S. dollar and the currencies used toby our ~~repay~~foreign asubsidiaries, ~~senior~~primarily in Europe. ~~subordinated~~The ~~bridge~~balance ~~note~~of ~~and~~the aincrease ~~portion~~in net sales reflects an increase in sales to our OEM customers of approximately $9.8 million, an increase of approximately $1.9 million in sales to our ~~credit~~automotive ~~facility~~aftermarket ~~(see~~customers —and an ~~Debt~~increase of approximately $1.9 million representing revenue from surcharges for steel imposed primarily on products sold to aftermarket customers. Sales to OEM customers were higher due to new program launches for SportRack in North America and Europe and for Valley in ~~Credit~~North ~~Sources~~America. These ~~below)~~increases were partially offset by decreased prices and lower volumes on existing programs. Sales for Brink were higher due to strong European new car sales and an increase in sales of the higher priced detachable towbars. Aftermarket sales were higher due to strong orders of hitches in North America.

~~Foreign~~Gross ~~currency~~profit. ~~gain~~Gross profit ~~(loss)~~for the first six months of 2004 was $47.6 million. WeGross ~~had~~profit nofor ~~foreign~~the ~~currency~~period ~~gain~~from April 15, or2003 ~~loss during~~through June 30, 2003 and for the ~~third~~period ~~quarter~~from January 1, of2003 through April 14, 2003 was $21. ~~During~~2 ~~the~~million ~~third~~and ~~quarter~~$25.3 million, respectively. This increase of $1.1 ~~2002~~million, or 2.3%, resulted from our ~~Predecessor~~higher ~~had~~net sales offset partially by a decrease ~~foreign~~in ~~currency~~the gross profit percentage. ~~loss~~Gross profit as a percentage of $1net sales was 23.2% ~~million. The~~for the first six ~~Predecessor’s~~months ~~foreign~~of ~~currency~~2004, ~~gains~~25.1% for the period from April 15, 2003 through June 30, 2003 and ~~losses~~24.9% ~~are~~for ~~primarily~~the ~~related~~period tofrom ~~Brink~~January 1, 2003 through ~~which~~April 14, ~~had~~2003. ~~indebtedness~~The ~~denominated~~decreased ingross ~~U.S.~~margin ~~Dollars~~percentage reflects higher costs for steel and aluminum, ~~including~~price ~~intercompany~~decreases to our OEM customers and higher ~~debt~~rent expense. ~~During~~ ~~the~~The ~~third~~price ~~quarter~~of steel increased dramatically during the first half of ~~2002,~~2004 due primarily to several trends in the steel producing industry including increased demand for steel products from China, the weakened U.S. Dollar, ~~weakened~~the consolidation of the steel producing industry and a reduction in overall ~~relation~~production capacity. In addition to the ~~European~~higher ~~Euro,~~prices ~~the~~we ~~functional currency~~also experienced delays in procurement of ~~Brink~~some steel components. OnDuring ~~April 15,~~the first six months ~~2003~~of we2004 ~~refinanced~~increased ~~our~~cost ~~debt~~of steel and ~~repaid~~production ~~all~~inefficiencies ~~the~~caused ~~U.S.~~by ~~dollar~~delays in ~~denominated~~procurement ~~debt~~of ~~for~~steel and components having a high steel content resulted in ~~Brink,~~lower ~~except~~gross ~~for~~profit ~~intercompany~~of ~~indebtedness~~approximately $2. 4 million net of recovery through the ~~The~~introduction ~~intercompany~~of ~~indebtedness~~steel ~~was~~surcharges ~~significantly~~on ~~reduced~~some ~~and~~of isour ~~deemed~~aftermarket towing systems products. In order to secure future bebusiness ~~permanently~~with ~~invested,~~certain ~~and~~of ~~further~~our ~~changes~~OEM incustomers we granted price decreases on several products. These reduced prices totaled approximately $800,000 during the ~~intercompany~~first ~~balances~~six months. Gross profit was further ~~caused~~reduced by ~~foreign~~approximately ~~currency~~$600,000 ~~fluctuations~~in ~~will~~increased berent ~~recorded~~expense tofor ~~the currency~~two ~~translation~~manufacturing ~~adjustment~~facilities ~~account~~that ~~and~~were included in ~~other~~a ~~comprehensive~~sale ~~income~~and leaseback transaction during the fourth quarter of 2003.

~~Provision~~Selling, ~~for~~administrative ~~income~~and ~~taxes. Prior~~product development ~~to April~~expenses. ~~2003~~ Selling, ~~our~~administrative ~~Predecessor~~ and ~~certain~~ ofproduct ~~its~~development ~~domestic~~expenses ~~subsidiaries had elected to be taxed as limited liability companies~~ for ~~federal income tax purposes. As a result of this election,~~ the ~~Predecessor’s domestic taxable~~first ~~income~~six ~~accrued~~months toof ~~the~~2004 ~~individual~~were ~~members~~$30.7 million. ~~Certain~~Selling, ofadministrative ~~the~~and ~~Company’s~~product ~~domestic~~development ~~subsidiaries~~expenses ~~and~~for ~~foreign~~the ~~subsidiaries~~period ~~are~~from ~~subject to income taxes in their respective jurisdictions. Effective on~~ April 2015, 2003 wethrough ~~filed~~June 30, ~~an election~~2003 ~~for all our domestic subsidiaries to be treated as regular corporations~~ and ~~therefore~~from ~~they are now subject to federal income tax. During~~ the ~~third~~period ~~quarter~~from January 1, of 2003 wethrough ~~had income~~April 14, ~~before~~2003 ~~income~~were ~~taxes of~~ $19.14 million and ~~recorded an income tax provision of~~ $~~927~~14.9 million,~~000~~ respectively. ~~During~~This ~~the~~increase ~~third quarter~~ of $6.4 ~~2002~~million, ~~the~~or ~~Predecessor~~26.4% ~~had~~is aprimarily ~~loss~~due ~~before~~to ~~income~~our ~~taxes~~higher ~~for~~sales, ~~its taxable subsidiaries totaling~~ $1.26 million resulting ~~and~~from ~~recorded~~an aincrease ~~provision~~in ~~for~~the ~~income~~average ~~taxes~~exchange ~~of $1.1~~rates ~~million,~~between ~~including~~the aU.S. dollar ~~$735~~and the Euro,~~000~~ ~~provision~~increases ~~related~~in toproduct andevelopment ~~ongoing~~costs ~~income~~for ~~tax audit~~SportRack in support ~~Italy~~of ~~covering~~new ~~the~~OEM ~~periods~~programs ~~1998~~that toare ~~2001. The~~expected ~~effective~~to ~~tax~~be ~~rate~~launched ~~differs~~in ~~from~~ the ~~U.S.~~second ~~federal income tax~~half ~~rate~~of ~~primarily~~2004 ~~due~~and tobeyond, ~~changes~~the ininclusion ~~valuation~~of ~~allowances~~management onfees ~~the~~to ~~deferred~~Castle ~~tax assets~~Harlan of $870,000 ~~SportRack~~in ~~Accessories~~the ~~and~~first ~~differences~~six inmonths ~~the~~of ~~tax~~2004 ~~rates~~and ofhigher ~~foreign countries~~corporate expenses.

~~Net~~Stock ~~income~~option ~~(loss)~~compensation. WeDuring ~~had~~the ~~net~~period ~~income~~from ~~of $168~~April 1,~~000~~ ~~for~~2003 through ~~the~~April 14, ~~third~~2003, ~~quarter~~holders of ~~2003~~all outstanding membership units and ~~our~~warrants ~~Predecessor~~exercised ~~had~~their ~~net~~options ~~income~~to ofpurchase ~~$767,000~~membership ~~for~~units ~~the~~of ~~third~~our Predecessor ~~quarter~~prior ofto ~~2002~~the acquisition. ~~The~~In connection ~~decrease~~with in the ~~third~~transaction, ~~quarter~~our ofPredecessor ~~2003~~recorded stock option compensation ~~reflects~~during athis ~~lesser~~period ~~operating~~of ~~income~~$10.1 ~~together~~million, ~~with~~representing ~~increased~~the ~~interest~~fair ~~expense,~~market value of the ~~offset~~underlying byunits aless ~~reduced~~the ~~foreign~~related ~~currency~~exercise ~~loss~~price and athe ~~lower~~recorded ~~provision~~value ~~for~~of ~~income~~the ~~taxes~~warrants.

Period from April 15, 2003 through September 30, 2003 for the Company and the Period from January 1, 2003 through April 14, 2003 for the Predecessor compared to the Nine Months Ended September 30, 2002 for the Predecessor.

Net sales. Net sales for the period from April 15, 2003 through September 30, 2003 were $171.0 million and for the period from January 1, 2003 through April 14, 2003 were $101.9 million. During the first nine months of 2002, net sales were $254.3 million. This increase for the period of $18.6 million, or 7.3%, is primarily due to a $13.5 million increase resulting from an increase in the average exchange rates for the period betweeen the U.S. dollar and the currencies used by our foreign subsidiaries, primarily in Europe. Additionally, sales to the automotive aftermarket increased by approximately $3.5 million, primarily at Valley. Sales to our OEM customers increased by $1.6 representing increases at SportRack and Brink of $10.8 million and $4.0 million, respectively, offset by a decrease in Valley OEM sales of $13.2 million.

Gross profit. Gross profit for the period from April 15, 2003 through September 30, 2003 was $42.2 million and for the period from January 1, 2003 through April 14, 2003 was $25.3 million. During the first nine months of 2002, gross profit was $63.3 million. This increase in 2003 of $4.2 million resulted from the increase in sales partially offset by a small decrease in the gross margin percentage. Gross profit as a percentage of net sales was 24.7% for the period from April 15, 2003 through September 30, 2003 and was 24.9% for the period from January 1, 2003 through April 14, 2003. During the first nine months of 2002, the gross

~~margin~~Transaction ~~percent was 24~~expenses.~~9%.~~ ~~The~~During ~~decrease in~~ the ~~gross margin percentage~~period ~~was~~from ~~primarily~~January 1, ~~attributable~~2003 tothrough ~~a higher cost basis for inventory that was acquired on~~ April 1514, 2003, ~~from~~ our Predecessor ~~and sold during the period~~incurred ~~totaling~~ $13.28 million ~~and a decrease~~ in ~~the~~expenses ~~gross~~related ~~margin~~to ~~percentage caused by a change in~~ the ~~mix~~acquisition, ofincluding ~~products sold being weighted more towards low margin products than in the prior year. These decreases were partially offset by higher production efficiency for Brink~~legal, ~~which~~accounting ~~restructured its manufacturing facilities in The Netherlands during the first quarter of 2002~~ and ~~due~~other toadvisor ~~a higher percentage of our aggregate net sales by Brink, which has a higher gross margin percentage than we do as a whole~~fees.

~~Selling,~~Amortization ~~administrative~~of ~~and~~intangible ~~product development expenses~~assets. ~~Selling,~~Amortization ~~administrative~~of ~~and~~intangible ~~product development~~assets ~~expenses~~was $4.2 million for the ~~period~~first ~~from~~six ~~April 15,~~months ~~2003~~of ~~through September 30,~~2004 ~~2003~~and ~~were~~ $~~23.3~~11,000 ~~million and~~ for the period from January 1, 2003 through April 14, 2003 ~~were $14~~.~~9 million. Selling, administrative and product development expenses for the first nine months of 2002 were $34.0 million.~~ The increase in ~~2003~~amortization ofprimarily results ~~$4.1~~from ~~million,~~amortization orrelated ~~12.1%,~~to isintangible ~~primarily~~assets ~~due~~identified toin the ~~higher sales,~~allocation ~~increased~~of ~~product development expenses, and~~ the ~~inclusion~~Acquisition ofpurchase ~~management fees to Castle Harlan from April 15, 2003 of $1~~price.~~4 million.~~

~~Stock~~Operating ~~Option Compensation~~income. OnOur ~~April 14,~~operating ~~2003~~income was ~~holders~~$12.7 ofmillion ~~all outstanding~~for ~~membership~~the ~~units~~first ~~and~~six ~~warrants~~months ~~exercised~~of ~~their~~2004 ~~options~~and to$11.8 ~~purchase~~million for the ~~membership~~period ~~units~~form ofApril 15, ~~Advanced~~2003 ~~Accessory~~through ~~Systems~~June 30, ~~LLC~~2003. We ~~prior~~had toan ~~sale~~operating ofloss ~~all~~for the ~~equity~~ ~~interests~~period offrom January 1, ~~Advanced~~2003 ~~Accessory~~through ~~Systems~~April 14, ~~LLC~~2003 of $3.5 million. InThis ~~connection~~increase ~~with~~of ~~this~~$4.4 ~~transaction~~million ~~our~~resulted ~~Predecessor recorded~~from ~~stock~~higher ~~option~~gross ~~compensation~~profit in ~~the~~2004 ~~period~~and ~~from~~stock ~~January 1,~~option ~~2003~~compensation ~~through~~and transaction ~~April 14,~~expenses ~~2003~~ of $10.1 million ~~which~~and ~~was~~$3.8 ~~equal~~million, torespectively, ~~the~~that ~~fair~~were ~~market~~incurred ~~value~~in of2003. These ~~the~~were ~~underlying~~partially ~~units~~offset ~~less~~by increased ~~the~~selling, ~~related~~administrative ~~exercise~~and ~~price,~~product ~~previously~~development ~~recognized compensation~~expenses ~~expense~~ and ~~the~~an increase ~~recorded~~in ~~value~~amortization of ~~the~~intangible ~~warrants~~assets.

~~Transaction~~Interest ~~expenses~~expense. ~~During~~Interest expense for the first six months of 2004 was $10.6 million. Interest expense for the period from April 15, 2003 through June 30, 2003 and for the period from January 1, 2003 ~~thorough~~ through April 14, 2003, ~~our~~was ~~Predecessor~~$3.5 ~~incurred~~million and $34.8 million, ~~in expenses~~respectively. This ~~related~~increase of $2.3 million, or 27.6% is due to ~~our~~the ~~Acquisition~~higher level of debt outstanding during the ~~Predecessor~~first ~~including~~six ~~legal,~~months ~~accounting~~of ~~and~~2004 resulting from our purchase of ~~other~~the ~~advisor~~Predecessor ~~fees~~on April 15, 2003.

~~Amortization~~Loss ofresulting ~~intangible~~from ~~assets~~debt extinguishment. ~~Amortization~~On ofMay ~~intangible assets for the period from April 15~~23, 2003 ~~through September 30~~, ~~2003 was $208,000~~we ~~and~~issued ~~was~~ $~~11,000~~150 ~~for~~million ~~the~~of ~~period~~our ~~from~~10¾% ~~January 1,~~Senior ~~2003~~Notes ~~through~~due ~~April 14~~2011, ~~2003. During~~ the ~~first~~proceeds ~~nine months~~ of which ~~2002~~were ~~our~~used ~~Predecessor~~to ~~had~~repay ~~$19,000~~a ofsenior ~~amortization. The~~subordinated ~~increase~~bridge ~~primarily~~note ~~reflects~~and ~~more~~a ~~amortization~~portion ~~related~~of ~~to customer owned tooling in 2003. We expect~~ our ~~amortization~~credit ~~expense~~facility to(see ~~increase~~— in“Debt ~~future periods after we receive the independent appraiser’s report~~ and ~~allocate~~Credit ~~separate~~Sources” ~~amounts attributable to identifiable intangible assets or goodwill~~below). At As ~~September 30,~~a ~~2003,~~result ~~the~~we ~~entire~~incurred ~~excess~~an ~~purchase consideration is~~extinguishment ~~included~~loss inof ~~goodwill~~$6.0 ~~and has not been amortized~~million.

~~Operating~~Foreign ~~income~~currency gain (loss). We had ~~operating~~a ~~income~~foreign currency loss for the first six months of 2004 of $758,000. We had foreign currency gains during the period from April 15, 2003 through ~~September~~ June 30, 2003 ofand ~~$18.7~~the ~~million~~period ~~and~~from January 1, ~~our~~2003 ~~Predecessor~~through ~~had~~April 14, an2003, ~~operating loss~~ of $2,000 and $3.52 million, respectively. ~~for~~The foreign currency loss is primarily attributable to the ~~period~~U.S. dollar ~~from~~denominated ~~January 1~~intercompany indebtedness of Brink, ~~2003~~whose ~~through~~functional ~~April 14,~~currency ~~2003~~is the Euro. During the first ~~nine~~six months of ~~2002~~2004 ~~our~~the ~~Predecessor~~U.S. ~~had~~Dollar ~~operating~~strengthened ~~income~~in ofcomparison ~~$29.2~~with ~~million~~the Euro resulting in the loss at Brink. The intercompany ~~decrease~~indebtedness infor ~~2003~~our offoreign ~~$14.0~~subsidiaries ~~million~~other than Brink is ~~primarily~~deemed ~~attributable~~ to ~~expenses~~be ~~recorded~~permanently invested and therefore changes in ~~2003~~the intercompany balances for ~~stock~~these ~~option~~subsidiaries caused by foreign currency fluctuations have ~~compensation,~~been recorded in the ~~transaction~~currency ~~expenses,~~translation adjustment account and included in other comprehensive income. Our Predecessor’s foreign currency gains and losses were primarily related to the intercompany ~~increase~~indebtedness inof ~~selling~~our foreign subsidiaries including Brink. During the period from April 15, 2003 ~~administrative~~through June 30, 2003 and ~~product~~the ~~development~~period ~~expenses~~from January 1, ~~offset~~2003 ~~partially~~through April 14, by2003 the U.S. dollar weakened in relation to the Euro and the ~~increase~~Canadian dollar resulting in ~~gross~~the ~~profit~~foreign currency gain recorded in those periods.

~~Interest~~Provision ~~expense. Interest~~for ~~expense~~income ~~for~~taxes. During the ~~period~~first ~~from~~six ~~April 15,~~months ~~2003~~of ~~through September 30,~~2004 ~~2003~~we ~~was~~had income before income taxes of $9.1 .2 million and ~~was~~recorded an income tax provision of $4483,000.8 The ~~million~~effective ~~for~~tax rate differs from the ~~period~~U.S. ~~from~~federal ~~January 1,~~income ~~2003~~tax ~~through~~rate primarily due to changes in valuation allowances on the deferred tax assets of SportRack Accessories and differences in the tax rates of foreign countries. Prior to April ~~14,~~ 2003~~. Interest~~ ~~expense~~our Predecessor and certain of its domestic subsidiaries had elected to be taxed as limited liability companies for ~~the~~federal ~~first~~income ~~nine~~tax ~~months~~purposes. As a result of ~~2002~~this ~~was~~election, ~~$12.2~~the ~~million.~~Predecessor’s ~~This~~domestic ~~increase~~taxable income accrued to the individual members. Certain of $1the Company’s domestic subsidiaries and foreign subsidiaries were subject to income taxes in their respective jurisdictions.6 ~~million~~Effective ~~was~~on April 20, ~~primarily~~2003 ~~due~~we filed an election for all our domestic subsidiaries to ~~the~~be ~~higher~~treated ~~level~~as ofregular ~~debt~~corporations ~~outstanding~~and ~~during~~therefore they are now subject to federal income tax. During the period from April 15, 2003 ~~through~~ ~~September~~through June 30, 2003 ~~resulting~~we ~~from~~had ~~our~~net ~~purchase~~income before taxes of ~~the~~$2.3 ~~Predecessor~~million and recorded ona provision of $1.9 million. During the period from January 1, 2003 through April 15, 2003 we had a loss before income taxes of $5.1 million and recorded a provision for income taxes of $1.6 million.

~~Loss~~Net ~~resulting~~income (loss). We had net income of $701,000 for the first six months of 2004, net income of $459,000 for the period from ~~debt~~April 15, 2003 ~~extinguishment. On~~through ~~May~~June 2330, 2003 weand ~~issued~~a net loss of $~~150~~6.7 million for the period offrom ~~our~~January 1, ~~Senior~~2003 ~~Notes~~through ~~due~~April 14, ~~2011~~2003. ~~which~~The ~~proceeds~~increase ~~were~~of ~~used~~$6.9 million is due to ~~repay~~higher aoperating ~~senior~~income ~~subordinated~~in 2004, the loss resulting from debt ~~bridge~~extinguishment ~~note~~in 2003 and alower ~~portion~~provision offor ~~our~~income ~~credit~~taxes ~~facility~~in ~~(see~~2004. These —were ~~Debt~~partially offset by higher interest expense in 2004 and ~~Credit~~the ~~Sources~~foreign currency loss in 2004 as compared with ~~below)~~a foreign currency gain in 2003.

Foreign currency gain (loss). Foreign currency gain in the period from April 15, 2003 through September 30, 2003 was $2,000 and was $3.2 million for the period from January 1, 2003 through April 14, 2003. During the first nine months of 2002 our Predecessor had a foreign currency gain of $5.7 million. Our Predecessor’s foreign currency gains and losses were primarily related to Brink, which has indebtedness denominated in U.S. Dollars, including intercompany debt. During the first nine months of 2002, the U.S. Dollar weakened significantly in relation to the European Euro, the functional currency of Brink. On April 15, 2003 we refinanced our debt and repaid all the U.S. dollar denominated debt for Brink, except for intercompany indebtedness. The intercompany indebtedness was significantly reduced and is deemed to be permanently invested, and further changes in the intercompany balances caused by foreign currency fluctuations will be recorded to the currency translation adjustment account and included in other comprehensive income.

Provision for income taxes. Prior to April 2003 our Predecessor and certain of its domestic subsidiaries had elected to be taxed as limited liability companies for federal income tax purposes. As a result of this election, our Predecessor’s domestic taxable income accrued to the individual members. Certain of the Company’s domestic subsidiaries and foreign subsidiaries are subject to income taxes in their respective jurisdictions. Effective on April 20, 2003 we filed an election for all our domestic subsidiaries to be treated as regular corporations and therefore they are now subject to federal income tax. During the period from April 15, 2003 through September 30, 2003 we had income before income taxes of $3.4 million and an income tax provision of $2.8 million. During

the period from January 1, 2003 through April 14, 2003 our Predecessor had a income before income taxes for its taxable subsidiaries of $5.0 million and a income tax provision of $1.6 million. During the first nine months of 2002, our Predecessor had income before income taxes for its taxable subsidiaries totaling $8.8 million and recorded a provision for income taxes of $4.1 million, including a $735,000 provision related to an ongoing income tax audit in Italy covering the periods 1998 to 2001. The effective tax rate differs from the U.S. federal income tax rate primarily due to changes in valuation allowances on the deferred tax assets of SportRack Accessories and differences in the tax rates of foreign countries.

Cumulative effect of accounting change. On January 1, 2002, the Predecessor adopted the accounting standards set forth in Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets: (SFAS 142). See “New Accounting Pronouncements”. As a result of this accounting change, the Predecessor recorded a loss totaling $29.2 million to write down goodwill recorded in connection with the Valley Industries Acquisition.

Net income (loss). We had net income for the period from April 15, 2003 through September 30, 2003 of $627,000 and our Predecessor had a net loss of $6.7 million for the period from January 1, 2003 through April 14, 2003. Our Predecessor net loss for the first nine months of 2002 was $10.7 million. The higher net loss in 2002 reflects the cumulative effect of accounting change recorded in 2002 partially offset by a decrease in operating income, the increase in interest expense, the stock option compensation, the transactions expenses and the loss resulting from debt extinguishment in 2003.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity requirements are to service our debt and meet our working capital and capital expenditure needs. Our indebtedness at ~~September~~June 30, ~~2003~~2004 was $~~185~~197.72 million including current maturities of $21.29 million. We expect to be able to meet our liquidity requirements for the foreseeable future through cash provided by operations and through borrowings available under our revolving credit facilities.

Working Capital and Cash Flows

Working capital and key elements of the consolidated statement of cash flows are:

	Company		~~Predecessor~~
	September 30, 2003		December 31, 2002
	June 30, 2004		December 31, 2003
	(in thousands)		~~(in thousands)~~
Working Capital	$	5288,~~932~~374	$	2084,~~954~~341

	Company			~~Predecessor~~			Predecessor
	Period from April 15,2003 Through September 30, 2003			Period from January 1, 2003 through April 14, 2003			Nine months Ended September 30, 2002
	Six months ended June 30, 2004			Period from April 15, 2003 through June 30, 2003			Period from January 1, 2003 through April 14, 2003
	(in thousands)			~~(in thousands)~~			(in thousands)
Cash flows provided by operating activities	$	~~10,566~~948		$	2(3,~~898~~460	)	$	172,~~963~~898
Cash flows (used for) investing activities	$	(~~113~~6,~~877~~076	)	$	(2110,~~512~~428	)	$	(92,~~849~~512	)
Cash flows provided by (used for) financing activities	$	97(1,~~461~~716	)	$	4111,~~087~~005		$	(94,~~567~~087	)

Working capital

Working capital increased by $324.0 million to $5288.94 million at ~~September~~ June 30, ~~2003~~2004 from $2184.03 million at December 31, ~~2002~~2003 due primarily to aan ~~decrease~~increase in accounts ~~the~~receivable ~~current maturities~~ of ~~long-term debt of~~ $1620.0 4 million, ~~the~~an ~~elimination~~increase ofin ~~mandatorily~~inventories ~~redeemable warrants~~ of $5.3 .6 million, an increase in ~~accounts~~deferred ~~receivable~~tax assets of $133.06 million, and an increase ~~of $3.8 million~~ in other current assets, ~~an increase~~ of $21.81 million. inThese ~~inventories,~~increases anwere partially offset by ~~increase~~a decrease in cash of $15.7 million, an increase in ~~deferred~~accounts ~~tax~~payable ~~assets, net~~ of a$12.3 ~~decrease~~million, inan ~~current~~increase ~~deferred~~in ~~tax~~other current liabilities of $~~27,000,~~5.1 million and ~~the effects of an~~a ~~increased~~decrease ~~exchange~~related ~~rate~~to ~~between~~foreign ~~the~~currency ~~U.S.~~exchange ~~Dollar~~rates ~~and~~of the ~~European~~functional currencies ~~Euro as~~ of ~~September 30,~~ ~~2003~~our asforeign ~~compared~~subsidiaries ~~with that as~~ of ~~December 31, 2002 totaling~~ $5980,000.~~2 million. Partially offsetting these~~

19The increase in accounts receivable was attributable to the timing of payments from OEM customers and to increased sales levels in the second quarter of 2004 as compared with the fourth quarter 2003. Differences in sales levels between the two periods are primarily due to increased sales to automotive OEMs and seasonal sales levels of our aftermarket products. Our aftermarket products have higher sales in the second and third quarters and lower sales in the fourth and first quarters. Increases in accounts payable reflected increased purchasing activities to support the increased sales volume. Inventory increased primarily for our aftermarket products to support seasonally higher sales for the period as compared with the period prior to December 31, 2003. The increase in accrued expenses is primarily due to an increase in accrued interest on our $150 million of Senior Notes.

increases was a reduction in working capital resulting from an increase of $4.9 million in accounts payable and an increase in accrued liabilities of $9.6 million.

The increase in accounts receivable was attributable the timing of payments from OEM customers and to increased sales levels in the third quarter of 2003 as compared with the fourth quarter of 2001. Differences in sales levels between the two quarters are partly due to seasonal cycles and increased sales to automotive OEMs. Increases in accounts payable reflected increased purchasing activities to support the increased sales volume. Inventory increased primarily for our aftermarket products to support seasonally higher sales for the period as compared with the period prior to December 31, 2002. The increase in accrued expenses is primarily due to an increase in accrued interest on our $150 million of Senior Notes.

Operating Activities

Our operations provided $~~10.6~~948,000 ~~million~~ in cash ~~for~~during the ~~period~~first ~~from April 15,~~six ~~2003~~months ~~through~~of ~~September 30,~~2004 compared ~~2003~~to ~~and~~a ~~our~~use ~~Predecessor’s operations~~of ~~provided~~ $~~2.9~~562,000 ~~million~~ in cash for the ~~period~~first ~~from~~six ~~January 1, 2003~~months ~~through~~of ~~April 14,~~ 2003. ~~During~~ The ~~the~~increase ~~first~~for ~~nine~~2004 ~~months~~is ofprimarily ~~2002~~due ~~our~~to ~~Predecessor’s operations~~the ~~provided~~use ~~$18.0~~in ~~million~~2003 inof ~~cash~~$10. ~~Cash flow~~1 million for ~~the~~stock ~~first~~option ~~nine~~compensation ~~months~~and of$6.0 ~~2003~~million ~~decreased~~for extinguishment ~~primarily~~of ~~due~~debt. These touses ~~an increase~~are inoffset ~~working~~by ~~capital~~increased ~~during~~net ~~the~~income ~~first~~before ~~nine~~depreciation ~~months~~and amortization of ~~2003 which was greater than~~$11.5 ~~the~~million ~~increase in working capital~~ during the first ~~nine~~six months of ~~2002. In~~2004 ~~addition~~as ~~operating~~compared ~~income~~to ~~during~~$209,000 in the first six ~~nine~~ months of 2003 ~~was~~and ~~lower~~a ~~than~~smaller ~~the~~increase ~~first~~in ~~nine~~working ~~months~~capital ofexcluding ~~2002~~cash for the same periods.

Investing Activities

Cash flow used for investing activities for the ~~period~~first ~~from April 15,~~six ~~2003~~months ~~through September 30, 2003, the period from~~of ~~January 1,~~2004 ~~2003~~and ~~through April 14,~~ 2003 ~~and~~also ~~the nine months ended September 30, 2002~~ included acquisitions of property and equipment of $56.51 million, ~~$2.5 million~~ and $94.86 million, respectively, and were primarily for the expansion of capacity, productivity and process improvements and maintenance. Cash flows for investing activities for the first ~~period~~six ~~from~~months ~~April 15,~~of 2003 ~~through~~also ~~September 30, 2003~~ included the ~~acquisition~~Acquisition ~~of all the equity interests of our Predecessor~~ totaling $108.4 million.

Financing Activities

During the ~~period~~first ~~from~~six ~~April 15,~~months ~~2003~~of ~~through~~2004 ~~September 30, 2003~~ financing cash flows included ~~the~~a reduction ~~proceeds~~in ~~from~~ the ~~issuance~~revolving line of ~~membership units~~credit ~~totaling $100.9 million and proceeds from borrowing related to our purchase~~ of ~~our Predecessor on April 15, 2003, including~~ $~~106.0 million borrowed under a new credit facility~~769,000 ~~a $55.0 million convertible senior subordinated bridge note~~ and arepayment ~~$10.0 subordinated promissory note issued by the sellers~~ of ~~our Predecessor (see “Debt and Credit Sources” below). A portion of these proceeds were used to pay~~ debt ~~issuance costs and pay a portion~~ of ~~our Predecessor’s indebtedness~~ ~~including all amounts due under its then existing credit facility. On May 23, 2003 we sold~~ $~~150~~947,000.0 million of our Senior Notes due 2011 which proceeds were used to refinance the convertible senior subordinated note and a portion of loans under the new credit facility. We also repaid $8.9 million under our revolving loans.

During the period from ~~January~~April 115, 2003 through ~~April~~June 1430, 2003 financing cash flows included the proceeds from the issuance of membership units totaling $100.9 million and proceeds from borrowing related to our purchase of the Predecessor ~~made~~on April 15, 2003, including $2106.20 million inborrowed under ~~regularly~~a ~~scheduled~~new ~~principal~~credit ~~payments~~facility, ona $55.0 million convertible senior subordinated ~~its~~bridge ~~term~~note ~~notes~~and a $10.0 subordinated promissory note issued by the sellers of Advanced Accessory Systems, LLC (see “Debt and Credit Sources” below). A portion of these proceeds were used to pay debt issuance costs and pay a portion of our Predecessor’s indebtedness including all amounts due under its then existing credit facility. On May 23, ~~borrowed~~2003 we sold $6150.4 0 million of our Senior Notes due 2011 which proceeds were used to refinance the onconvertible ~~its~~senior ~~revolving~~subordinated ~~facility~~note and ~~made~~a ~~distributions~~portion toof ~~its~~loans ~~members~~under ~~totaling~~the new credit facility. We also borrowed an additional $~~121,000~~2.3 million under our revolving loans.

During the ~~first~~period ~~nine~~from ~~months~~January 1, of2003 ~~2002~~through April 14, ~~financing~~2003 our ~~cash~~Predecessor ~~flows~~made of$2.2 ~~our Predecessor~~million ~~included~~in ~~payments~~regularly ofscheduled principal onpayments on its term notes under its then existing credit facility, ~~distributions~~borrowed to$6.4 ~~members~~million on its revolving facility and ~~net~~made ~~borrowings~~distributions ~~under~~to its ~~revolving~~ ~~line~~members oftotaling ~~credit~~$121 thousand.

Debt and Credit Sources

Our indebtedness ~~was $185.7 million~~ at ~~September~~June 30, ~~2003~~2004 was $197.2 million. The Company expects that its primary sources of cash will be from operating activities and borrowings under its revolving credit facilities. As of ~~September~~June 30, ~~2003~~2004, we had borrowings under the revolving credit ~~facilities~~ facilities totaling $616.09 million and had $4531.17 million of available borrowing capacity. AStandby ~~$1.4~~letters ~~million~~of ~~outstanding~~credit ~~letter~~totaling of$2.9 ~~credit~~million provided as security for our U.S. workers compensation program and $1.9 million providing security to a financial institution for foreign currency instruments reduced borrowing availability. As of ~~September~~ June 30, ~~2003~~2004, we were in compliance with the various covenants under the debt agreements pursuant to which we have borrowed or may borrow money ~~and we believe we will remain in compliance with such covenants through the period ending September 30, 2004~~. Management believes that, based on current and expected levels of operations, cash flows from operations and borrowings under the revolving credit facilities will be sufficient to fund its debt service requirements, working capital needs, and capital expenditures for the foreseeable future, although no assurances can be given in this regard.

revolving credit facilities will be sufficient to fund its debt service requirements, working capital needs, and capital expenditures for the foreseeable future, although no assurances can be given in this regard.

On April 15, 2003, we entered into a new credit facility consisting of a revolving credit facility and term loans as follows: (1) a revolving credit facility comprised of (a) a $29.7 million U.S. revolving credit facility and (b) a 9.6 million European Euro revolving credit facility; (2) a term loan A facility comprised of (a) a $29.7 million U.S. term loan A and (b) a 9.6 European Euro term loan A; and (3) a term loan B comprised of (a) a $48.2 million U.S. term loan B and (b) a 15.6 million European Euro term loan B. We used a portion of the proceeds from the sale of our $150 million Senior Notes offering to (i) repay our U.S. term loan A, (ii) repay our U.S. term loan B and (iii) repay a portion of our European term loan B, together with interest accrued thereon. In addition, upon consummation of the offering, our revolving credit facility was increased to a $35 million U.S. revolving credit facility and a 15 million European Euro revolving credit facility.

On April 15, 2003, a convertible senior subordinated bridge note in the principal amount of $55 million was issued to CHP IV by Valley and SportRack. We to use a portion of the proceeds from the sale of our $150 million Senior Notes offering to fully repay the bridge note, together with accrued interest thereon. The interest rate on the bridge note was 12% per annum.

On April 15, 2003, subordinated promissory notes in an aggregate principal amount of $10.0 million were issued to the sellers by Valley and SportRack. The interest rate on the subordinated promissory notes is 12% per annum until maturity, subject to certain exceptions. Accrued interest is not payable in cash but is capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of our $150 million Senior Notes, subject to certain exceptions.

Our ability to satisfy our debt obligations will depend upon our future operating performance, which will be affected by prevailing economic conditions and financial, business, and other factors, certain of which are beyond our control, as well as the availability of revolving credit borrowings under our current or successor credit facilities. We anticipate that, based on current and expected levels of operations, our operating cash flow, together with borrowings under the revolving credit facility, should be sufficient to meet our debt service, working capital and capital expenditure requirements for the foreseeable future, although no assurances can be given in this regard, including as to the ability to increase revenues or profit margins. If we are unable to service our indebtedness, we will be forced to take actions such as reducing or delaying acquisitions and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital. There is no assurance that any of these remedies can be effected on satisfactory terms, if at all, including, whether, and on what terms, we could raise equity capital. See the introductory paragraph of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We conduct operations in several foreign countries including Canada, The Netherlands, Denmark, the United Kingdom, Sweden, France, Germany, Poland, Spain, the Czech Republic and Italy. Net sales from international operations during the ~~period~~second ~~ended~~quarter ~~from~~of ~~April 15,~~2004 ~~2003 through September 30, 2003~~ were approximately $6244.60 million, or 3640.6% of our net sales. At ~~September~~June 30, ~~2003~~2004, assets associated with these operations were approximately 4035.64% of total assets, and we had indebtedness denominated in currencies other than the U.S. Dollar of approximately $1821.9 7 million.

Our international operations may be subject to volatility because of currency fluctuations, inflation and changes in political and economic conditions in these countries. Most of the revenues and costs and expenses of our operations in these countries are denominated in the local currencies. The financial position and results of operations of the Company’s foreign subsidiaries are measured using the local currency as the functional currency.

We may periodically use foreign currency forward option contracts to offset the effects of exchange rate fluctuations on cash flows denominated in foreign currencies. We had no outstanding foreign currency forward options at September 30, 2003 and we do not use derivative financial instruments for trading or speculative purposes.20

21Currency contracts

~~Item~~ We have significant operations in Europe where the functional currency is the Euro. During 2003 the Euro strengthened considerably against the U.S. dollar and it is our objective to protect reported earnings from volatility in the Euro/U.S. dollar exchange rates. On February 12, 2004, when the Euro to the U.S. Dollar exchange rate was 1.28:1, we entered into a series of foreign currency forward option contracts related to the Euro (“Euro Collar”), each with a notional value of €3. ~~Quantitative~~0 million, which mature quarterly, as summarized below. On May 12, 2004 when the Euro to US Dollar exchange rate was 1.19:1, we entered into additional foreign currency option contracts also summarized below. We provided a $1.9 million letter of credit in support of the foreign currency option contracts. To the extent that the quarter end exchange rate falls between the Euro collar exchange rates, fulfillment of the Euro collar exchange contracts will result in offsetting foreign currency gains and losses upon expiration. For each reporting period we record the fair ~~Qualitative~~value, ~~Disclosures~~as ~~About~~determined ~~Market~~by ~~Risk~~independent financial institutions, of open obligations and the resultant gains and losses are recorded in the statement of operations. For the three and six months ended June 30, 2004 we had unrealized losses on our foreign currency options totaling $440,000 and $295,000, respectively, which was recorded in other expense. Three options having zero value expired during the second quarter and six options expired during the first six months of 2004.

None

	Euro Collar Exchange Rates
Expiration Date	Contract Date	Notional Value		Purchased Put Option		Sold Call Option		Purchased Call Option
	(thousands)
September 30, 2004	February 12, 2004	€	3,000	$	1.200	$	1.357	$	1.400
December 31, 2004	February 12, 2004	€	3,000	$	1.200	$	1.354	$	1.400
March 31, 2005	February 12, 2004	€	3,000	$	1.200	$	1.353	$	—
June 28, 2005	May 12, 2004	€	3,000	$	1.150	$	1.242	$	1.300

~~Item 4. Controls and Procedures~~21

~~Under~~Item ~~the~~3. Quantitative ~~supervision~~ and ~~with the~~ ~~participation~~Qualitative ofDisclosures ~~management,~~About ~~including~~Market our principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2003, and, based on their evaluation, the principal executive officer and principal financial officer have concluded that these controls and procedures are effective. There were no significant changes in internal controls or in other factors that could significantly affect these controls during the quarter.Risk

~~Disclosure~~In ~~controls~~February 2004, ~~and~~we ~~procedures~~executed ~~are~~several ~~the~~foreign ~~Company’s~~currency ~~controls~~option ~~and~~contracts. See ~~other procedures that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 as amended (the~~ “~~Exchange~~ ~~Act”) is recorded, processed, summarized and reported, within the~~– ~~time periods specified in the Securities and Exchange Commission~~Management’s ~~rules~~Discussion and ~~forms. Disclosure~~ ~~controls~~Analysis ~~and procedures~~of ~~include,~~Financial ~~without~~Condition ~~limitation, controls~~ and ~~procedures~~Results ~~designed to~~of ~~ensure~~Operations ~~that~~– ~~information~~Currency required to be disclosed in the reports that the Company files under the Exchange Act is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosureContracts”.

~~PART~~Item II4. ~~OTHER~~ Controls ~~INFORMATION~~and ~~AND SIGNATURE~~Procedures

~~Item~~Under 1the supervision and with the participation of management, including our principal executive officer and principal financial officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of June 30, 2004, and, based on their evaluation, the principal executive officer and principal financial officer have concluded that these controls and procedures are effective. ~~Legal~~ There were no ~~Proceedings~~significant changes in internal controls or in other factors that could significantly affect these controls during the quarter.

~~Gibbs~~Disclosure v.controls ~~Advanced~~and ~~Accessory~~procedures ~~Systems,~~are ~~LLC. In February 1996, our Predecessor commenced an action against two former employees alleging breach of contract under~~ the ~~terms of an October 1992~~ ~~Purchase~~Company’s ~~Agreement~~controls and ~~Employment~~other ~~Agreements~~procedures ~~with~~that ~~the~~are ~~Predecessor~~designed ofto ~~the Company. The~~ensure ~~individuals then filed a~~that ~~separate~~information ~~lawsuit~~required ~~against~~to ~~our~~be ~~Predecessor~~disclosed ~~alleging~~by ~~breach of contract under~~ the ~~respective~~ ~~Purchase~~Company ~~and Employment agreements. On May 7, 1999 a jury~~ in the ~~United~~reports ~~States~~that ~~District Court for the~~it ~~Eastern~~files ~~District~~or ofsubmits ~~Michigan~~under ~~reached a verdict against our Predecessor and awarded~~ the ~~individuals~~Securities ~~approximately~~Exchange ~~$3.8~~Act ~~million~~of ~~plus~~1934 ~~interest~~as ~~and~~amended ~~reasonable attorney fees. Both~~ (the ~~Predecessor and~~ ~~the~~“Exchange ~~Gibbs~~Act”) ~~appealed~~is ~~the~~recorded, ~~judgment~~processed, ~~before~~summarized ~~the~~and ~~United~~reported, ~~States~~within ~~Court of Appeals for~~ the ~~Sixth Circuit. To secure its appeal~~time ~~the~~periods ~~predecessor~~specified ~~issued a letter of credit~~ in the ~~amount~~Securities ofand ~~$8.3~~Exchange ~~million~~Commission’s ~~for~~rules ~~the~~and ~~benefit of the Gibbs’~~forms. InDisclosure ~~conjunction with~~controls ~~the Acquisition we~~ and ~~our affiliates were indemnified by the sellers of~~ ~~the~~procedures ~~Predecessor~~include, without ~~regard to any threshold, cap or time~~ limitation, ~~for any~~controls ~~losses~~and ~~incurred~~procedures indesigned ~~connection with this litigation. On April 15, 2003 in conjunction with~~to ~~the~~ensure ~~closing of the Acquisition, the sellers deposited with the financial institution~~ that ~~issued~~information ~~the~~required ~~letter of credit, $9.0 million in cash in an escrow account~~ to ~~cash~~be ~~collateralize~~disclosed ~~the letter of credit and to secure the sellers’ obligations to pay all losses incurred by us~~ in ~~connection with~~ the ~~Gibbs litigation. In~~reports ~~June 2003, the Court of Appeals entered a judgment~~ that ~~reduced~~ the ~~judgment~~Company files ~~against~~under the ~~Predecessor~~ ~~from~~Exchange ~~$3.8~~Act ~~million~~is toaccumulated ~~$2.8 million~~ and ~~reduced~~communicated ~~the~~to ~~interest rate used in calculating pre-judgment interest. In August 2003~~management, ~~the judgment was satisfied by way of a payment from~~ ~~the~~including ~~escrow account to~~ the ~~Gibbs~~principal inexecutive ~~the~~officer ~~amount~~and ofprincipal ~~approximately~~financial ~~$5.6 million. The remaining proceeds of the escrow account were distributed to the sellers~~officer, ~~except for $500,000 which~~as ~~remained~~appropriate ~~in escrow~~ to ~~secure~~allow atimely ~~contingent~~decisions ~~obligation~~regarding ofrequired ~~the sellers to pay approximately $350,000 in post-trial legal fees claimed by the Gibbs’, which amount remains in dispute~~disclosure. ~~In conjunction with the satisfaction of the judgment, the letter of credit was canceled.~~

~~In addition to~~PART ~~the above, from time to time, we are subject to routine legal proceedings incidental to the operation of our business~~II. The outcome of any threatened or pending proceedings is not expected to have a material adverse effect on our financial condition, operating results or cash flows, based on our current understanding of the relevant facts. ~~The~~OTHER ~~Company~~INFORMATION ~~maintains~~AND ~~insurance coverage against claims in an amount which it believes to be adequate.~~SIGNATURE

22Item 1. Legal Proceedings

~~Item~~From 2time to time, we are subject to routine legal proceedings incidental to the operation of our business. ~~Changes~~ The outcome of any threatened or pending proceedings is not expected to have a material adverse effect on our financial condition, operating results or cash flows, based on our current understanding of the relevant facts. The Company maintains insurance coverage against claims in ~~Securities~~an amount which it believes to be adequate.

~~None~~22

Item 32. ~~Defaults~~Changes ~~Upon~~in ~~Senior~~ Securities

None

Item 43. ~~Submission~~Defaults ofUpon ~~Matters~~Senior ~~to a Vote of Security-Holders~~Securities

None

Item 54. Submission ~~Other~~of ~~Information~~Matters to a Vote of Security-Holders

None

Item 65. ~~Exhibits~~ ~~and~~Other ~~Reports on Form 8-K~~Information

~~(a) Exhibits~~None

~~Exhibit~~Item 316.~~1 Certification~~ Exhibits ~~of Chief Executive Officer Pursuant to Rules 13a-14~~ and ~~15d-14,~~Reports Ason ~~Adopted~~Form ~~Pursuant to Section 302 of the Sarbanes~~8-~~Oxley Act of 2002~~K

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(a)	Exhibits

Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1	Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

Exhibit 32.2	Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002

(b)	Reports on Form 8-K

None

~~Exhibit 32.1 Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002~~23

~~Exhibit 32.2 Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002~~SIGNATURE

~~(b) Reports~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on ~~Form~~its ~~8-K~~behalf by the undersigned thereunto duly authorized.

None

		CHAAS ACQUISITIONS, LLC


Date:	August 11, 2004	/s/ Ronald J. Gardhouse
		Ronald J. Gardhouse
		Chief Financial Officer
		(Principal Financial Officer
		and Authorized Signatory)

2324

SIGNATURE

Exhibit		Description

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~25

	CHAAS ACQUISITIONS, LLC
Date: November 12, 2003	/s/ BARRY G. STEELE
	Barry G. Steele
	Controller
	(Principal Accounting and Financial Officer and Authorized Signatory)

Exhibit		Description
31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filing Compare · CHAAS ACQUISITIONS LLC