<PAGE>   1
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended September 30, 1999

                                       OR

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

     For the transition period from                to
                                   ----------------  -----------------

                                 --------------


                        COMMISSION FILE NUMBER      333-49011
                                                 --------------

                                 --------------


                       [ADVANCED ACCESSORY SYSTEMS LOGO]

                        ADVANCED ACCESSORY SYSTEMS, LLC.
             (Exact name of Registrant as specified in its Charter)


           DELAWARE                                 13-3848156
 (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                  Identification No.)


12900 HALL ROAD, SUITE 200, STERLING HEIGHTS, MI               48313
   (Address of principal executive offices)                  (Zip Code)



                                 (810) 997-2900
                               (Telephone Number)


                                 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, and (2) has been subject to such filing requirements
for the past 90 days.

              Yes  X                        No


================================================================================


<PAGE>   2


                         ADVANCED ACCESSORY SYSTEMS, LLC

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                             Page No.

<S>                                                                                                           <C>
Part I.  Financial Information

     Item 1.  Financial Statements

              Consolidated Condensed Balance Sheets as of                                                         1
                September 30, 1999 and December 31, 1998

              Consolidated Condensed Statements of Income                                                         2
                for the Three and Nine Months Ended
                September 30, 1999 and 1998

              Consolidated Condensed Statements of                                                                3
                Cash Flows for the Nine Months
                Ended September 30, 1999 and 1998

              Consolidated Condensed Statement of Changes                                                         4
                in Members' Equity for the Nine Months
                Ended September 30, 1999

              Notes to Consolidated Condensed Financial                                                           5
                Statements

     Item 2.  Management's Discussion and Analysis of                                                            12
                Financial Condition and Results of
                Operations

     Item 3.  Quantitative and Qualitative Disclosures About                                                     19
                Market Risk

Part II.  Other Information and Signature

     Item 1.  Legal Proceedings                                                                                  19

     Item 2.  Changes in Securities                                                                              19

     Item 3.  Defaults Upon Senior Securities                                                                    19

     Item 4.  Submission of Matters to a Vote of                                                                 19
                Security-holders

     Item 5.  Other Information                                                                                  19

     Item 6.  Exhibits and Reports on Form 8-K                                                                   19

     Signature                                                                                                   20


</TABLE>


<PAGE>   3


                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

                         ADVANCED ACCESSORY SYSTEMS, LLC
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                 AS OF SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                 September 30,         December 31,
ASSETS                                                                               1999                  1998
<S>                                                                            <C>                  <C>
Current assets
       Cash                                                                     $      11,179        $       11,240
       Accounts receivable, less reserves
         of $3,593 and $2,766, respectively                                            53,607                40,727
       Inventories
         Finished goods                                                                12,463                12,805
         Work-in-process                                                               11,529                12,707
         Raw materials                                                                 12,039                17,575
                                                                                -------------        --------------
       Total inventory                                                                 36,031                43,087
       Deferred income taxes                                                               20                   280
       Other current assets                                                             4,711                 3,964
                                                                                -------------        --------------
                    Total current assets                                              105,548                99,298

Property and equipment, net                                                            60,869                61,295
Goodwill, net                                                                          82,803                87,079
Other intangible assets, net                                                            5,703                 6,592
Deferred income taxes                                                                   2,300                 1,933
Other noncurrent assets                                                                 2,993                 2,784
                                                                                -------------        --------------
                                                                                $     260,216        $      258,981
                                                                                =============        ==============

LIABILITIES AND MEMBERS' EQUITY
Current liabilities
       Current maturities of long-term debt                                     $      10,692        $        4,536
       Accounts payable                                                                29,448                23,115
       Accrued liabilities                                                             26,538                21,335
       Deferred income taxes                                                              200                 1,080
                                                                                -------------        --------------
                    Total current liabilities                                          66,878                50,066
                                                                                -------------        --------------

Noncurrent liabilities
       Deferred income taxes                                                            1,376                 1,790
       Other noncurrent liabilities                                                     4,564                 4,581
       Long-term debt, less current maturities                                        169,509               182,988
                                                                                -------------        --------------
                    Total noncurrent liabilities                                      175,449               189,359
                                                                                -------------        --------------

Mandatorily redeemable warrants                                                         4,634                 4,409
                                                                                -------------        --------------

Members' equity
  Class A Units                                                                        18,256                22,276
  Other comprehensive loss                                                             (1,087)                 (615)
  Accumulated deficit                                                                  (3,914)               (6,514)
                                                                                -------------        --------------
                                                                                       13,255                15,147
                                                                                -------------        --------------
                                                                                $     260,216        $      258,981
                                                                                =============        ==============
</TABLE>


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

                                        1




<PAGE>   4


                         ADVANCED ACCESSORY SYSTEMS, LLC
                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                    Three Months Ended                Nine Months Ended
                                                                       September 30,                      September 30,
                                                                   1999           1998                1999           1998
<S>                                                          <C>            <C>                 <C>            <C>

Net sales                                                     $      76,019  $      67,486       $     243,626  $      225,765
Cost of sales                                                        56,048         49,833             175,518         165,573
                                                              -------------  -------------       -------------  --------------

       Gross profit                                                  19,971         17,653              68,108          60,192

Selling, administrative and
  product development expenses                                       11,910         12,053              38,329          37,347
Amortization of intangible assets                                       767            833               2,335           2,558
                                                              -------------  -------------       -------------  --------------

       Operating income                                               7,294          4,767              27,444          20,287
                                                              -------------  -------------       -------------  --------------

Other income (expense)
       Interest expense                                              (4,277)        (4,724)            (13,132)        (14,277)
       Foreign currency gain (loss), net                              1,560          7,121              (4,059)          6,510
       Other expense                                                     (2)           (27)             (2,002)            (27)
                                                              -------------  -------------       -------------  --------------
Income before income taxes                                            4,575          7,137               8,251          12,493

Provision for income taxes                                              800          2,344                 931           1,602
                                                              -------------  -------------       -------------  --------------


Net income                                                    $       3,775  $       4,793       $       7,320  $       10,891
                                                              =============  =============       =============  ==============

</TABLE>

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

                                        2


<PAGE>   5


                         ADVANCED ACCESSORY SYSTEMS, LLC
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                          Nine Months Ended
                                                                                             September 30,
                                                                                      1999                  1998
<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING
    ACTIVITIES:
       Net income                                                               $       7,320        $       10,891
       Adjustments to reconcile net income to net
         cash provided by operating activities:
         Depreciation and amortization                                                 10,701                10,957
         Loss on disposal of property and equipment                                        13                    30
         Deferred taxes                                                                (1,105)                  119
         Foreign currency gain (loss)                                                   2,892                (6,510)
         Changes in assets and liabilities, net                                         3,904                 7,019
                                                                                -------------        --------------
         Net cash provided by operating
           activities                                                                  23,725                22,506
                                                                                -------------        --------------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
       Acquisition of property and equipment                                           (9,449)               (7,341)
       Acquisitions, net of cash acquired                                                  --               (22,770)
                                                                                -------------        --------------
         Net cash used for investing activities                                        (9,449)              (30,111)
                                                                                -------------        --------------

CASH FLOWS USED FOR FINANCING
    ACTIVITIES:
       Net increase (reduction) in revolving loan                                          --                (4,472)
       Collection on notes receivable for unit purchase                                    31                    --
       Payments on long-term debt                                                      (5,903)               (2,576)
       Issuance of membership units                                                       748                    27
       Repurchase of membership units                                                  (4,974)                   --
       Distributions to members                                                        (4,720)                 (132)
                                                                                -------------        --------------
         Net cash used for financing activities                                       (14,818)               (7,153)
                                                                                -------------        --------------
       Effect of exchange rate changes                                                    481                   (62)
                                                                                -------------        --------------
       Net decrease in cash                                                               (61)              (14,820)

       Cash at beginning of period                                                     11,240                27,348
                                                                                -------------        --------------
       Cash at end of period                                                    $      11,179        $       12,528
                                                                                =============        ==============
</TABLE>

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

                                        3








<PAGE>   6


                         ADVANCED ACCESSORY SYSTEMS, LLC
         CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN MEMBERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                Other                              Total
                                                             Class A        comprehensive     Accumulated        members'
                                                              Units             loss            deficit           equity
                                                          -------------    -------------     -------------    -------------
<S>                                                      <C>              <C>               <C>              <C>
Balance at December 31, 1998                              $      22,276    $        (615)    $      (6,514)   $      15,147
Issuance of additional units                                        798               --                --              798
Notes receivable for unit purchase                                  (50)              --                --              (50)
Collection on notes receivable for unit purchase                    431               --                --              431
Repurchase of membership units                                   (4,974)              --                --           (4,974)
Accretion of membership warrants                                   (225)              --                --             (225)
Distributions to members                                             --               --            (4,720)          (4,720)
Currency translation adjustment                                      --             (472)               --             (472)
Net income                                                           --               --             7,320            7,320
                                                          -------------    -------------     -------------    -------------
Balance at September 30, 1999                             $      18,256    $      (1,087)    $      (3,914)   $      13,255
                                                          =============    =============     =============    =============

</TABLE>





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

                                        4


<PAGE>   7


                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


1.       BASIS OF PRESENTATION

         In 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
         financial position as of September 30, 1999 and December 31, 1998 and
         the results of its operations for the three and nine months ended
         September 30, 1999 and 1998 and its cash flows for the nine months
         ended September 30, 1999 and 1998.

2.       OTHER EXPENSE

         In February 1996, the Company commenced an action against certain
         individuals alleging breach of contract under the terms of an October
         1992 Purchase Agreement and Employment Agreements with the predecessor
         of the Company. The individuals then filed a separate lawsuit against
         the Company alleging breach of contract under the respective Purchase
         and Employment agreements. On May 7, 1999 a jury in the United States
         District Court for the Eastern District of Michigan reached a verdict
         against the Company and awarded the individuals approximately $3,800
         plus interest and reasonable attorney fees. The Company is currently
         assessing further actions in response to the verdict. During 1999, the
         Company increased its estimated accrual for this matter by $2,000 which
         charge is included in other expense.

3.       COMPREHENSIVE INCOME

         Comprehensive income for the three months ended September 30, 1999 and
         1998 of $3,876 and $4,917, respectively, and for the nine months ended
         September 30, 1999 and 1998 of $6,848 and $11,041, respectively,
         includes reported net income adjusted by the non-cash effect of changes
         in the cumulative translation adjustment.

4.       RECLASSIFICATIONS

         Certain amounts from the Consolidated Condensed Statement of Income for
         the nine months ended September 30, 1998 have been reclassified to
         conform with the presentation adopted at December 31, 1998.

5.       CONDENSED CONSOLIDATING INFORMATION

         On October 1, 1997, the Company and its wholly-owned subsidiary, AAS
         Capital Corporation, issued and sold $125,000 of its 9 3/4 Senior
         Subordinated Notes due 2007 ("the Notes"). The Notes are guaranteed on
         a full, unconditional and joint and several basis by 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 as parent, as if it accounted for its subsidiaries on the
         equity method, and AAS Capital Corporation as issuers; (ii) guarantor
         subsidiaries which are domestic, wholly-owned subsidiaries and include
         SportRack LLC, AAS Holdings, Inc., Valley Industries, 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. (f.k.a. SportRack
         International, Inc.) and its subsidiary, and SportRack Automotive GmbH
         and its subsidiaries. The guarantor and non-guarantor subsidiaries for
         the three and nine month periods ended September 30, 1999 and 1998 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. Separate financial statements
         of the guarantor subsidiaries are not presented because management has
         determined that the separate financial statements are not material to
         investors. Since its formation in September 1997, AAS Capital
         Corporation has had no operations and has no assets or liabilities at
         September 30, 1999.



                                       5
<PAGE>   8


                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


5.       CONDENSED CONSOLIDATING INFORMATION -- (continued)

                      CONDENSED CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                 GUARANTOR     NON-GUARANTOR     ELIMINATIONS/
                                                  ISSUERS      SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                -----------   --------------   -------------      -----------   ------------
                                                                        (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                            <C>           <C>                <C>              <C>              <C>
   ASSETS
   Current assets
     Cash...................................    $        --     $     4,036      $     7,143      $        --      $   11,179
     Accounts receivable....................             --          34,709           18,898               --          53,607
     Inventories............................             --          14,571           21,460               --          36,031
     Other current assets...................             20           3,441            1,270               --           4,731
                                                -----------     -----------      -----------      -----------      ----------
          Total current assets..............             20          56,757           48,771               --         105,548
                                                -----------     -----------      -----------      -----------      ----------
   Property and equipment, net..............             --          31,650           29,219               --          60,869
   Goodwill, net............................          1,075          57,640           24,088               --          82,803
   Intangible assets, net...................          4,500             240              963               --           5,703
   Deferred income taxes and other
     noncurrent assets......................             93           2,209            2,991               --           5,293
   Investment in subsidiaries...............         43,919           9,955               --          (53,874)             --
   Intercompany notes receivable............        103,080              --               --         (103,080)             --
                                               ------------     -----------      -----------      -----------      ----------
          Total Assets......................   $    152,687     $   158,451      $   106,032      $  (156,954)     $  260,216
                                               ============     ===========      ===========      ===========      ==========

   LIABILITIES AND MEMBER'S
     EQUITY
   Current liabilities
     Current maturities of long-term debt...  $          --     $        --      $    10,692      $        --      $   10,692
     Accounts payable.......................             --          21,055            8,393               --          29,448
     Accrued liabilities and deferred
       income taxes.........................          7,777           8,085           10,876               --          26,738
                                               ------------     -----------      -----------      -----------      ----------
          Total current liabilities.........          7,777          29,140           29,961               --          66,878
                                               ------------     -----------      -----------      -----------      ----------
   Deferred income taxes and other
     noncurrent liabilities.................          1,453             966            3,521               --           5,940
   Long-term debt, less current maturities..        124,592              --           44,917               --         169,509
   Intercompany debt........................             --          65,225           37,855         (103,080)             --
   Mandatorily redeemable warrants..........          4,634              --               --               --           4,634
   Members' equity..........................         14,231          63,120          (10,222)         (53,874)         13,255
                                               ------------     -----------      -----------      -----------      ----------
          Total liabilities and members'
          equity............................   $    152,687     $   158,451      $   106,032       $ (156,954)     $  260,216
                                               ============     ===========      ===========       ==========      ==========

</TABLE>

                                       6


<PAGE>   9

                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)



5.       CONDENSED CONSOLIDATING INFORMATION -- (continued)

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1998
<TABLE>
<CAPTION>
                                                                 GUARANTOR     NON-GUARANTOR     ELIMINATIONS/
                                                  ISSUERS      SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                -----------   --------------   -------------     ------------   -------------
                                                                        (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                            <C>           <C>                <C>              <C>              <C>
   ASSETS
   Current assets
     Cash...................................    $        --   $       5,636      $     5,604      $        --      $   11,240
     Accounts receivable....................             --          28,437           12,290               --          40,727
     Inventories............................             --          15,630           27,457               --          43,087
     Other current assets...................              4           2,687            1,553               --           4,244
                                                -----------     -----------      -----------      -----------      ----------
          Total current assets..............              4          52,390           46,904               --          99,298
                                                -----------     -----------      -----------      -----------      ----------
   Property and equipment, net..............             --          28,416           32,879               --          61,295
   Goodwill, net............................          1,105          59,261           26,713               --          87,079
   Intangible assets, net...................          4,846             300            1,446               --           6,592
   Deferred income taxes and other
     noncurrent assets......................             28           2,285            2,404               --           4,717
   Investment in subsidiaries...............         34,373          10,022               --          (44,395)             --
   Intercompany notes receivable............        109,300              --               --         (109,300)             --
                                               ------------     -----------      -----------      ------------     ----------
          Total Assets......................   $    149,656     $   152,674      $   110,346      $  (153,695)     $  258,981
                                               ============     ===========      ===========      ===========      ==========

   LIABILITIES AND MEMBER'S
     EQUITY
   Current liabilities
     Current maturities of long-term debt...  $          --     $        --      $     4,536      $        --      $    4,536
     Accounts payable.......................             --          14,260            8,855               --          23,115
     Accrued liabilities and deferred
       income taxes.........................          3,702           6,995           11,718               --          22,415
                                               ------------     -----------      -----------      -----------      ----------
          Total current liabilities.........          3,702          21,255           25,109               --          50,066
                                               ------------     -----------      -----------      -----------      ----------
   Deferred income taxes and other
     noncurrent liabilities.................          1,153           1,255            3,963               --           6,371
   Long-term debt, less current maturities..        124,565              --           58,423               --         182,988
   Intercompany debt........................             --          77,951           31,349         (109,300)             --
   Mandatorily redeemable warrants..........          4,409              --               --               --           4,409
   Members' equity..........................         15,827          52,213           (8,498)         (44,395)         15,147
                                               ------------     -----------      -----------      -----------      ----------
          Total liabilities and members'
          equity............................   $    149,656     $   152,674      $   110,346      $  (153,695)     $  258,981
                                               ============     ===========      ===========      ===========      ==========

</TABLE>


                                       7

<PAGE>   10


                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                   (UNAUDITED)


5.       CONDENSED CONSOLIDATING INFORMATION -- (continued)

                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                 GUARANTOR     NON-GUARANTOR     ELIMINATIONS/
                                                  ISSUERS      SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                 ----------    ------------    -------------      -----------   -------------
                                                                        (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                             <C>             <C>            <C>                <C>             <C>
   Net sales................................     $       --      $   51,085     $    24,934        $       --      $   76,019
   Cost of sales............................             --          38,828          17,220                --          56,048
                                                 ----------      ----------     -----------        ----------      ----------
     Gross profit...........................             --          12,257           7,714                --          19,971
   Selling, administrative and product
     development expenses...................            394           5,937           5,579                --          11,910
   Amortization of intangible assets........              9             543             215                --             767
                                                 ----------      ----------     -----------        ----------      ----------
     Operating income (loss)................           (403)          5,777           1,920                --           7,294
   Interest expense.........................            746           1,715           1,816                --           4,277
   Equity in income (loss) of subsidiaries..          4,662              --              --            (4,662)             --
   Foreign currency (gain) loss.............             --              --          (1,560)               --          (1,560)
   Other income (expense)...................             --              --              (2)               --              (2)
                                                 ----------      ----------     -----------        ----------      ----------
   Income (loss) before income taxes........          3,513           4,062           1,662            (4,662)          4,575
   Provision (benefit) for income taxes.....             --              --             800                --             800
                                                 ----------      ----------     -----------        ----------      ----------
   Net income (loss)........................     $    3,513      $    4,062     $       862        $   (4,662)     $    3,775
                                                 ==========      ==========     ===========        ==========      ==========


</TABLE>
                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>

                                                                 GUARANTOR     NON-GUARANTOR     ELIMINATIONS/
                                                  ISSUERS      SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                 ----------    ------------    ------------       -----------   ------------
                                                                        (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                             <C>             <C>            <C>                <C>             <C>
   Net sales................................     $       --      $   43,922     $    23,564        $       --      $   67,486
   Cost of sales............................             --          33,477          16,356                --          49,833
                                                 ----------      ----------     -----------        ----------      ----------
     Gross profit...........................             --          10,445           7,208                --          17,653
   Selling, administrative and product
     development expenses...................            254           5,932           5,867                --          12,053
   Amortization of intangible assets........             10             543             280                --             833
                                                 ----------      ----------     -----------        ----------      ----------
     Operating income (loss)................           (264)          3,970           1,061                --           4,767
   Interest expense.........................            891           1,717           2,116                --           4,724
   Equity in income (loss) of subsidiaries            5,948              --              --            (5,948)             --
   Foreign currency gain (loss).............             --              --           7,121                --           7,121
   Other income (expense)...................             --             (25)             (2)               --             (27)
                                                 ----------      ----------     -----------        ----------      ----------
   Income before income taxes...............          4,793           2,228           6,064            (5,948)          7,137
   Provision for income taxes...............             --              --           2,344                --           2,344
                                                 ----------      ----------     -----------        ----------      ----------
   Net income...............................     $    4,793      $    2,228     $     3,720        $   (5,948)     $    4,793
                                                 ==========      ==========     ===========        ==========      ==========
</TABLE>




                                       8
<PAGE>   11
                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)

5.       CONDENSED CONSOLIDATING INFORMATION -- (continued)

                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                 GUARANTOR     NON-GUARANTOR      ELIMINATIONS/
                                                  ISSUERS      SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                  -------      ------------    ------------       -----------   ------------
                                                                        (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                              <C>             <C>            <C>                <C>             <C>
   Net sales................................     $       --      $  161,235     $    82,391        $       --      $  243,626
   Cost of sales............................             --         120,254          55,264                --         175,518
                                                 ----------      ----------     -----------        ----------      ----------
     Gross profit...........................             --          40,981          27,127                --          68,108
   Selling, administrative and product
     development expenses...................          1,899          18,978          17,452                --          38,329
   Amortization of intangible assets........             29           1,641             665                --           2,335
                                                 ----------      ----------     -----------        ----------      ----------
     Operating income (loss)................         (1,928)         20,362           9,010                --          27,444
   Interest expense.........................          3,181           4,668           5,283                --          13,132
   Equity in income (loss) of subsidiaries..         14,429              --              --           (14,429)             --
   Foreign currency (gain) loss.............             --              --           4,059                --           4,059
   Other income (expense)...................         (2,000)             --              (2)               --          (2,002)
                                                 ----------      ----------     -----------        ----------      ----------
   Income (loss) before income taxes........          7,320          15,694            (334)          (14,429)          8,251
   Provision (benefit) for income taxes.....             --              --             931                --             931
                                                 ----------      ----------     -----------        ----------      ----------
   Net income (loss)........................     $    7,320      $   15,694     $    (1,265)       $  (14,429)     $    7,320
                                                 ==========      ==========     ===========        ==========      ==========
</TABLE>




                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>

                                                                 GUARANTOR     NON-GUARANTOR      ELIMINATIONS/
                                                  ISSUERS      SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                  -------      ------------    ------------       -----------   ------------
                                                                        (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                            <C>             <C>            <C>                <C>             <C>
   Net sales................................     $       --      $  146,842     $    78,923        $       --      $  225,765
   Cost of sales............................             --         110,298          55,275                --         165,573
                                                 ----------      ----------     -----------        ----------      ----------
     Gross profit...........................             --          36,544          23,648                --          60,192
   Selling, administrative and product
     development expenses...................            582          17,534          19,231                --          37,347
   Amortization of intangible assets........             30           1,629             899                --           2,558
                                                 ----------      ----------     -----------        ----------      ----------
     Operating income (loss)................           (612)         17,381           3,518                --          20,287
   Interest expense.........................          2,666           5,396           6,215                --          14,277
   Equity in income (loss) of subsidiaries           14,184              --             --            (14,184)             --
   Foreign currency gain (loss).............             --              --           6,510                --           6,510
   Other income (expense)...................             --             (25)             (2)               --             (27)
                                                 ----------      ----------     -----------        ----------      ----------
   Income before income taxes...............         10,906          11,960           3,811           (14,184)         12,493
   Provision for income taxes...............             15              --           1,587                --           1,602
                                                 ----------      ----------     -----------        ----------      ----------
   Net income...............................     $   10,891      $   11,960     $     2,224        $  (14,184)     $   10,891
                                                 ==========      ==========     ===========        ==========      ==========
</TABLE>





                                       9
<PAGE>   12

                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)


5.       CONDENSED CONSOLIDATING INFORMATION -- (continued)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>

                                                                 GUARANTOR     NON-GUARANTOR      ELIMINATIONS/
                                                    ISSUERS    SUBSIDIARIES    SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                    -------    ------------    ------------       -----------   ------------
                                                                         (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                            <C>            <C>             <C>                <C>            <C>
   Net cash provided by (used for) operating
     activities..............................    $       --     $  20,034       $    3,691         $       --     $   23,725
                                                 ----------     ---------       ----------         ----------     ----------

   Cash flows from investing activities:
     Acquisition of property and
       equipment.............................            --        (6,598)          (2,851)                --         (9,449)
                                                 ----------     ---------       ----------         ----------      ---------
       Net cash used for investing activities            --        (6,598)          (2,851)                --         (9,449)
                                                 ----------     ---------       ----------         ----------     ----------
   Cash flows from financing activities:
     Change in intercompany debt.............         8,915       (10,316)           6,121             (4,720)            --
     Increase (decrease) in revolving loan...            --            --               --                 --             --
     Collection on notes receivable for unit
       purchase..............................            31            --               --                 --             31
     Repayment of debt.......................            --            --           (5,903)                --         (5,903)
     Issuance of membership units............           748            --               --                 --            748
     Repurchase of membership units..........        (4,974)           --               --                 --         (4,974)
     Distributions to members................        (4,720)       (4,720)              --              4,720         (4,720)
                                                 ----------     ---------       ----------         ----------     ----------
       Net cash used for financing
         activities..........................            --       (15,036)             218                 --        (14,818)
                                                 ----------     ---------       ----------         ----------     ----------

   Effect of exchange rate changes...........            --            --              481                 --            481
                                                 ----------     ---------       ----------         ----------      ---------
   Net increase (decrease) in cash...........            --        (1,600)           1,539                 --            (61)
   Cash at beginning of period...............            --         5,636            5,604                 --         11,240
                                                 ----------     ---------       ----------         ----------     ----------
   Cash at end of period.....................    $       --     $   4,036       $    7,143         $       --     $   11,179
                                                 ==========     =========       ==========         ==========     ==========
</TABLE>













                                       10





<PAGE>   13

                         ADVANCED ACCESSORY SYSTEMS, LLC
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                             (DOLLARS IN THOUSANDS)
                                  (UNAUDITED)


5.       CONDENSED CONSOLIDATING INFORMATION -- (continued)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                GUARANTOR      NON-GUARANTOR      ELIMINATIONS/
                                                  ISSUERS     SUBSIDIARIES     SUBSIDIARIES       ADJUSTMENTS   CONSOLIDATED
                                                 ----------   ------------     -------------      ------------- ------------
                                                                         (DOLLAR AMOUNTS IN THOUSANDS)
<S>                                            <C>            <C>             <C>               <C>             <C>
   Net cash provided by operating
     activities..............................    $      419     $  15,253       $    6,834         $       --     $   22,506
                                                 ----------     ---------       ----------         ----------     ----------

   Cash flows used for investing activities:
     Acquisition of property and
       equipment.............................            --        (4,800)          (2,541)                --         (7,341)
     Acquisitions, net of cash acquired......            --            --          (22,770)                --        (22,770)
                                                 ----------     ---------       ----------         ----------     ----------
       Net cash used for investing activities            --        (4,800)         (25,311)                --        (30,111)
                                                 ----------     ----------      ----------         ----------     ----------
   Cash flows from (used for) financing activities:
     Change in intercompany debt.............         1,586        (7,303)           5,849               (132)            --
     Net reduction in revolving loan.........        (1,900)           --           (2,572)                --         (4,472)
     Repayment of debt.......................            --            --           (2,576)                --         (2,576)
     Issuance of membership units............            27            --               --                 --             27
     Distributions to members................          (132)         (132)              --                132           (132)
                                                 ----------     ---------       ----------         ----------     ----------
       Net cash provided by (used for)
         financing activities................          (419)       (7,435)             701                 --         (7,153)
                                                 -----------    ---------       ----------         ----------     ----------

   Effect of exchange rate changes...........            --            --              (62)                --            (62)
                                                -----------     ---------       ----------         ----------      ---------
   Net increase (decrease) in cash...........            --         3,018          (17,838)                --        (14,820)
   Cash at beginning of period...............            --         2,217           25,131                 --         27,348
                                                 ----------     ---------       ----------         ----------     ----------
   Cash at end of period.....................    $       --     $   5,235       $    7,293         $       --     $   12,528
                                                 ==========     =========       ==========         ==========     ==========
</TABLE>






                                       11



<PAGE>   14


                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS FOR THE THREE AND NINE
                         MONTHS ENDED SEPTEMBER 30, 1999


         The following discussion of the results of operations and financial
condition of the Company should be read in conjunction with the financial
statements and notes thereto of the Company included elsewhere in this Form
10-Q. Discussions containing forward-looking statements may be found in the
material set forth below. These may include statements projecting, forecasting
or estimating Company 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 the Company operates, fluctuation in demand for the Company's
products, significant raw material price fluctuations, 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
management of the Company which, although believed to be reasonable, are
inherently uncertain. The Company does not intend to update these
forward-looking statements.

GENERAL

         Chase Capital Partners and certain members of the Company's management
formed the Company in September 1995 to make strategic acquisitions of
automotive exterior accessory manufacturers and to integrate those acquisitions
into a global enterprise that would be a preferred supplier to the automotive
industry. In September 1995, the Company, through its SportRack, LLC subsidiary
("SportRack"), acquired substantially all of the net assets of the MascoTech
Accessories division of MascoTech, Inc., a North American supplier of rack
systems and accessories to the automotive original equipment manufacturers
("OEM") market and aftermarket.

         In October 1996, the Company acquired all of the capital stock of Brink
B.V., a private company with limited liability incorporated under the laws of
The Netherlands and a European supplier of towing systems and accessories to the
automotive OEM market and aftermarket. In December 1996, ownership of Brink B.V.
and its subsidiaries was transferred to a newly formed subsidiary of the
Company, Brink International B.V. ("Brink").

         In August 1997, the Company formed Valley Industries, LLC to acquire
the net assets of Valley Industries, Inc. ("Valley"), a North American supplier
of towing systems and accessories to the automotive OEM market and aftermarket.

         Two smaller acquisitions were completed in July 1997 by a subsidiary of
SportRack, SportRack Accessories, Inc (f.k.a SportRack International Inc.)
(SportRack Accessories). SportRack Accessories acquired from Bell Sports
Corporation the net assets of its sportrack division, a Canadian supplier of
rack systems and accessories to the automotive aftermarket. SportRack
Accessories also acquired the capital stock of Nomadic Sports, Inc., a Canadian
supplier of rack systems and accessories to the automotive OEM market and
aftermarket.

         In January 1998, the Company through Brink, acquired the net assets of
the towbar segment Ellebi S.p.A., an Italian supplier of towing systems to the
automotive OEM market and aftermarket.

         In February 1998, the Company through SportRack Accessories, Inc.,
acquired the net assets of Transfo-Rakzs, a Canadian supplier of rear hitch rack
carrying systems and related products to the automotive aftermarket.

         In each instance, the acquisition was accounted for in accordance with
the purchase method of accounting and the operating results of the acquired
company have been included in the Company's consolidated financial statements
since the date of the respective acquisition.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998.

         Net Sales. Net sales for the third quarter of 1999 were $76.0 million,
representing an increase of $8.5 million, or 12.6%, over net sales for the third
quarter of 1998. This increase resulted from increased sales to OEM's of
approximately $5.9 million and increased aftermarket sales of $2.6 million.
Increased OEM sales are attributable to higher production volumes by the OEM's
on the Company's existing programs. Increases in aftermarket sales are primarily
attributable to new customers in the retail market and new business with an
existing customer in the installer business. Offsetting the Company's increased
sales volume is a decrease of approximately $1.5 million related to the effect
of declining exchange rates between the U.S. Dollar and the currencies used by
the Company's foreign subsidiaries.




                                       12



<PAGE>   15
                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS FOR THE THREE AND NINE
                         MONTHS ENDED SEPTEMBER 30, 1999

         Gross Profit. Gross profit for the third quarter of 1999 was $20.0
million, representing an increase of $2.3 million, or 13.1%, over the gross
profit for the third quarter of 1998. This increase resulted from the increase
in net sales. Gross profit as a percentage of net sales was 26.3% in the third
quarter of 1999 compared to 26.2% in the third quarter of 1998.

         Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the third quarter of 1999
were $11.9 million, representing a decrease of $143,000, or 1.2%, over the
selling, administrative and product development expenses for the third quarter
of 1998. Selling, administrative and product development expenses as a
percentage of net sales decreased to 15.7% in the third quarter of 1999 from
17.9% in the third quarter of 1998. This decreased is primarily the result of
higher net sales on fixed costs and decreased selling, administrative and
product development expenses of SportRack Accessories resulting from the
restructuring of the subsidiary's operations during the fourth quarter of 1998.

         Operating income. Operating income for the third quarter of 1999 was
$7.3 million, an increase of $2.5 million, or 53.5%, over operating income for
the third quarter of 1998 reflecting the increase in net sales. Operating income
as a percentage of net sales increased to 9.6% in the third quarter of 1999 from
7.1% in the third quarter of 1998 reflecting an increase in gross profit, and a
decrease in selling, general and product development expenses as a percentage of
net sales.

         Interest expense. Interest expense for the third quarter of 1999 was
$4.3 million, a decrease of $447,000, or 9.5%, over interest expense for the
third quarter of 1998. The decrease was primarily due to lower outstanding
senior indebtedness attributable to scheduled principal payments made since the
third quarter of 1998 offset by higher average line of credit borrowings during
the third quarter of 1999 as compared with the third quarter of 1998, and higher
interest rates on the Company's variable rate debt.

         Foreign currency gain. Foreign currency gain in the third quarter of
1999 was $1.6 million, compared to a gain of $7,1 million in the third quarter
of 1998. The Company's foreign currency gain is primarily related to Brink which
has indebtedness denominated in U.S. Dollars. During the third quarter of 1999
the U.S. Dollar weakened in relation to the Dutch Guilder, the functional
currency of Brink. At June 30, 1999, the exchange rate of the Dutch Guilder to
the U.S. Dollar was 2.14:1, whereas at September 30, 1999 the exchange rate was
2.07:1, or a 3.3% increase in the relative value of the Dutch Guilder. In the
third quarter of 1998, the relationship between the two currencies was more
volatile. At June 30, 1998, the exchange rate of the Dutch Guilder to the U.S.
Dollar was 2.03:1, whereas at September 30, 1998 the exchange rate was 1.84:1,
or a 9.4% increase in the relative value of the Dutch Guilder during the
quarter.

         Provision for income taxes. The Company and certain of its domestic
subsidiaries have elected to be taxed as limited liability companies for federal
income tax purposes. As a result of this election, the Company's domestic
taxable income accrues to the individual members. Certain of the Company's
domestic subsidiaries and foreign subsidiaries are subject to income taxes in
their respective jurisdictions. During the third quarter of 1999, the Company
had income before income taxes for its taxable subsidiaries totaling $1.7
million and recorded a provision for income taxes of $800,000. 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
recorded during 1999, non-deductible goodwill and differences in the tax rates
of foreign countries. During the third quarter of 1998, the Company had a income
before income taxes for its taxable subsidiaries totaling $6.1 million and
recorded a provision for income taxes of $2.3 million.

         Net income. Net income for the third quarter of 1999 was $3.7 million,
as compared to net income of $4.8 million in the third quarter of 1998, an
increase of $1.0 million. The change in net income is primarily attributable to
increased operating income, decreased interest expense and decreased provision
for income taxes offset by a decrease in foreign currency gain in the third
quarter of 1999 compared with the foreign currency gain during the third quarter
of 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
30, 1998.

         Net Sales. Net sales for the first nine months of 1999 were $243.6
million, representing an increase of $17.9 million, or 7.9%, over net sales for
the first nine months of 1998. This increase resulted from increased sales to
OEM's of approximately $11.4 million and growth in aftermarket sales of $6.5
million. Increased OEM sales are attributable to higher production volumes by
the OEM's on the Company's existing programs. Aftermarket sales growth resulted
primarily from increased sales of towing systems in North America as well as
increased sales of roof rack accessories by SportRack Accessories. Offsetting
the Company's increased sales volume is a decrease of approximately $2.4 million
related to the effect of declining exchange rates between the U.S. Dollar and
the currencies used by the Company's foreign subsidiaries.

         Gross Profit. Gross profit for the first nine months of 1999 was $68.1
million, representing an increase of $7.9 million, or 13.2%, over the gross
profit for the first nine months of 1998. This increase resulted from the
increase in net sales and an increase in the gross margin percentage. Gross
profit as a percentage of net sales was 28.0% in the first nine months of 1999
compared to 26.7%

                                       13
<PAGE>   16
                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                  RESULTS OF OPERATIONS FOR THE THREE AND NINE
                         MONTHS ENDED SEPTEMBER 30, 1999

in the first nine months of 1998. The increase in the gross margin percentage is
attributable to decreased material costs, primarily in steel purchased for
products produced in Europe, and the effect of higher net sales on fixed
overhead costs. The gross margin percentage in the first nine months of 1998 was
impacted negatively by low gross profit margins at SportRack Accessories
resulting from (i) its entry into new markets, (ii) high development costs and
(iii) excess overhead resulting from its start-up phase.

         Selling, administrative and product development expenses. Selling,
administrative and product development expenses for the first nine months of
1999 were $38.3 million, representing an increase of $982,000, or 2.6%, over the
selling, administrative and product development expenses for the first nine
months of 1998, reflecting the increase in net sales. During the third quarter
of 1998 selling, administrative and product development expenses included
$614,000 in restructuring charges related to a reassessment of the operations of
SportRack Accessories. No restructuring charges have been recorded in 1999.
Selling, administrative and product development expenses as a percentage of net
sales decreased to 15.7% in the first nine months of 1999 from 16.5% in the
first nine months of 1998. This decrease is attributable to the restructuring
charges for SportRack Accessories during the first nine months of 1998 offset by
higher corporate expenses, including severance compensation recorded during the
first quarter of 1999 related to the departure of the Company's former President
and Chief Executive Officer.

         Operating income. Operating income for the first nine months of 1999
was $27.4 million, an increase of $7.2 million, or 35.3%, over operating income
for the first nine months of 1998 reflecting the increase in net sales.
Operating income as a percentage of net sales increased to 11.3% in the first
nine months of 1999 from 9.0% in the first nine months of 1998 reflecting an
increase in gross margins, and a decrease in selling, general and product
development expenses as a percentage of net sales.

         Interest expense. Interest expense for the first nine months of 1999
was $13.1 million, a decrease of $1.1 million, or 8.0%, over interest expense
for the first nine months of 1998. The decrease was primarily due to lower
outstanding senior indebtedness attributable to scheduled principal payments
made since the first nine months of 1998 offset by higher average line of credit
borrowings during the first nine months of 1999 as compared with the first nine
months of 1998, and higher interest rates on the Company's variable rate debt.

         Foreign currency loss. Foreign currency loss in the first nine months
of 1999 was $4.1 million, compared to a foreign currency gain of $6.5 million in
the first nine months of 1998. The Company's foreign currency loss is primarily
related to Brink which has indebtedness denominated in U.S. Dollars. During the
first nine months of 1999 the U.S. Dollar strengthened significantly in relation
to the Dutch Guilder, the functional currency of Brink. At December 31, 1998,
the exchange rate of the Dutch Guilder to the U.S. Dollar was 1.88:1, whereas at
September 30, 1999 the exchange rate was 2.07:1, or a 10.1% decline in the
relative value of the Dutch Guilder. At December 31, 1997, the exchange rate of
the Dutch Guilder to the U.S. Dollar was 2.02:1, whereas at September 30, 1998
the exchange rate was 1.84:1, or a 8.9% increase in the relative value of the
Dutch Guilder during the quarter.

         Other expense. In February 1996 the Company commenced an action against
certain individuals alleging breach of contract under the terms of an October
1992 Purchase Agreement and Employment Agreement with the predecessor of the
Company. The individuals then filed a separate lawsuit against the Company
alleging breach of contract under the respective Purchase and Employment
agreements. On May 7, 1999 a jury in the United States District Court for the
Eastern District of Michigan reached a verdict against the Company and awarded
the individuals approximately $3.8 million plus interest and reasonable attorney
fees. The Company is currently assessing further actions in response to the
verdict. During the first nine months of 1999, the Company increased its
estimated accrual for this matter by $2.0 million which charge is included in
other expense.

         Provision for income taxes. The Company and certain of its domestic
subsidiaries have elected to be taxed as limited liability companies for federal
income tax purposes. As a result of this election, the Company's domestic
taxable income accrues to the individual members. Certain of the Company's
domestic subsidiaries and foreign subsidiaries are subject to income taxes in
their respective jurisdictions. During the first nine months of 1999, the
Company had a loss before income taxes for its taxable subsidiaries totaling
$334,000 and recorded a provision for income taxes of $931,000. 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
recorded during 1999, non-deductible goodwill and differences in the tax rates
of foreign countries. During the first nine months of 1998, the Company had a
income before income taxes for its taxable subsidiaries totaling $3.8 million
and recorded a provision for income taxes of $1.6 million.

         Net income. Net income for the first nine months of 1999 was $7.3
million, as compared to net income of $10.9 million in the first nine months of
1998, a decrease of $3.6 million. The decrease in net income is primarily
attributable a foreign currency loss in the first nine months of 1999 compared
with a foreign currency gain in the first nine months of 1998 and the other
expense recorded in the first nine months of 1999 offset by increased operating
income and decreased interest expense.

                                       14
<PAGE>   17

                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999


LIQUIDITY AND CAPITAL RESOURCES

         The Company's principal liquidity requirements are to service its debt
and meet its working capital and capital expenditure needs. The Company's
indebtedness at September 30, 1999 was $180.2 million including current
maturities of $10.7 million. The Company expects to be able to meet its
liquidity requirements through cash provided by operations and through
borrowings available under the Third Amended and Restated Credit Agreement
("U.S. Credit Facility").

WORKING CAPITAL AND CASH FLOWS

         Working capital and key elements of the consolidated statement of cash
flows are (in thousands):

<TABLE>
<CAPTION>
                                                                             SEPTEMBER 30,     DECEMBER 31,
                                                                                1999              1998
                                                                           ---------------   ----------------
<S>                                                                            <C>               <C>
                 Working Capital........................................       $ 38,670          $ 49,232

<CAPTION>
                                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                                                 1999              1998
                                                                           ---------------   ----------------
<S>                                                                            <C>               <C>
                 Cash flows provided by operating activities............       $ 23,725          $ 22,506

                 Cash flows (used for) investing activities.............       $ (9,449)         $(30,111)

                 Cash flows (used for) financing activities.............       $(14,818)         $ (7,153)
</TABLE>


Working capital

         Working capital decreased by $12.4 million to $38.7 million at
September 30, 1999 from $49.2 million at December 31, 1998 due to an increase in
accounts payable of $6.8 million, an increase in accrued liabilities of $6.7
million, decrease in inventory of $5.4 million and an increase in the current
portion of long term debt of $6.2 million. The declining value of foreign
currencies further reduced the working capital of the Company's foreign
subsidiaries by $1.8 million during the period. Offsetting these was an increase
in accounts receivable of $13.6 million.

         Accrued liabilities increased as a result of the Company's recording of
a $2.0 million charge related to an ongoing legal action, as discussed above,
the liability recorded for the severance payments to the Company's former
President and Chief Executive Officer and an increase of $3.0 million in accrued
interest for the Company's Notes as compared with that recorded as of December
31, 1998. Accounts payable increased primarily due to increased raw material
purchases during the third quarter of 1999 as compared with the fourth quarter
of 1998 to support higher sales levels. Inventory decreased primarily due to
management's focus during the year to reduce the inventory levels of recently
acquired companies. The current portion of long term debt increased due to the
scheduled commencement of principal payments due under the Company's Acquisition
Revolving Note in January 2000 and increased scheduled principal payments during
the first nine months of 2000 as compared with the first nine months of 1999.
The increase in accounts receivable is related to an increase in sales in the
third quarter of 1999 as compared with the fourth quarter of 1998, primarily in
the automotive aftermarket, and the timing of collections of accounts receivable
from large customers, primarily OEMs.

Operating Activities

         Cash flow provided by operating activities for the first nine months of
1999 was $23.7 million, compared to $22.5 million in the first nine months of
1998. Cash flow increased primarily due to increased operating profit offset by
increases in accounts receivable due to the timing of the collection of accounts
receivable from large customers, primarily OEM's, and an increase in aftermarket
sales which generally have longer collection terms than sales to OEM customers.




                                       15


<PAGE>   18


                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999


Investing Activities

         During the first nine months of 1999 and 1998, investing cash flows
include acquisitions of property and equipment of $9.4 million and $7.3 million,
respectively and were primarily for the expansion of capacity, productivity and
process improvements and maintenance. The Company's ability to make capital
expenditures is subject to restrictions in the U.S. Credit Facility, including a
maximum of $12.5 million of capital expenditures annually.

         Investing cash flows also include cash payments totaling $22.8 million
in the first nine months of 1998 for the acquisitions of Ellebi and
Tranfo-Rakzs.

Financing Activities

         During the first nine months of 1999 and 1998, financing cash flows
included payments of principal on the Company's term indebtedness of $5.9
million and $2.6 million, respectively. Distributions to members, representing
amounts sufficient to meet the tax liability on the Company's domestic taxable
income, which accrues to individual members, were $4.7 million during the first
nine months of 1999 and were not significant during the first nine months of
1998. Financing cash flows during the first nine months of 1999 also included
the repurchase of membership units owned by the Company's former president
totaling $4.2 million net of proceeds from the exercise of unit purchase
options.

DEBT AND CREDIT SOURCES

         The Company's indebtedness was $180.2 million and $187.5 million at
September 30, 1999 and December 31, 1998, respectively. The Company expects that
its primary sources of cash will be from operating activities and borrowings
under its revolving credit facilities. As of September 30, 1999, the Company had
no borrowings under its revolving credit facilities and had $25.0 million of
available borrowing capacity. As of September 30, 1999, the Company was in
compliance with the various covenants under the debt agreements pursuant to
which it has borrowed or may borrow money and believes the Company will remain
in compliance with such covenants in all material respects through the period
ending September 30, 2000. 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.

         The Company is exposed to interest rate volatility with regard to
variable rate debt. The Company uses interest rate swaps to reduce interest rate
volatility. At September 30, 1999 and 1998 the notional value of interest rate
swaps was $18.5 million. Under the terms of the interest rate swap agreements,
the Company pays a fixed interest rate on the notional principal amount. The
effects of interest rate swaps totaling $196,000 and $73,000 are reflected in
interest expense.

         The Company's ability to satisfy its debt obligations will depend upon
its future operating performance, which will be affected by prevailing economic
conditions and financial, business, and other factors, certain of which are
beyond its control, as well as the availability of revolving credit borrowings
under its current or successor credit facilities. The Company anticipates that,
based on current and expected levels of operations, its operating cash flow,
together with borrowings under the U.S. Credit Facility and the Canadian Credit
Facility, should be sufficient to meet its 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 the Company is unable to service its
indebtedness, it will be forced to take actions such as reducing or delaying
acquisitions and/or capital expenditures, selling assets, restructuring or
refinancing its 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, the Company could raise equity
capital.

         The Company conducts operations in several foreign countries including
Canada, The Netherlands, Denmark, the United Kingdom, Sweden, France, Germany,
Poland, Spain and, Italy. Net sales from international operations during the
first nine months of 1999 were approximately $79.9 million, or 35.0% of the
Company's net sales. At September 30, 1999, assets associated with these
operations were approximately 57.1% of total assets, and the Company had
indebtedness denominated in currencies other than the U.S. Dollar of
approximately $21.0 million.



                                       16

<PAGE>   19


                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999


         The Company's 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 the Company's 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. Certain of the Company's foreign subsidiaries have debt
denominated in currencies other than their functional currency. As the exchange
rates between the currency of the debt and the subsidiaries functional currency
change the Company is subject to foreign currency gains and losses.

         The Company may periodically use foreign currency forward option
contracts to offset the effects of exchange rate fluctuations on cash flows
denominated in foreign currencies. The Company has no outstanding foreign
currency forward options at September 30, 1999 and does not use derivative
financial instruments for trading or speculative purposes.

YEAR 2000

General

         The "Year 2000 Issue" is the result of computer programs that were
written using two digits rather than four to define the applicable year. If the
Company's computer programs with date-sensitive functions are not Year 2000
compliant, they may recognize a date using "00" as the Year 1900 rather than the
Year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices or engage in similar normal business
activities.

         The Company and each of its operating subsidiaries each have completed
Year 2000 readiness programs. The objective of these programs was to have all
significant business systems, including those that affect facilities and
manufacturing activities, functioning properly with respect to the Year 2000
Issue before June 30, 1999.

Project

         Generally each subsidiary's Year 2000 program was divided into three
major sections - internal business software and hardware, internal non-financial
software and embedded chip technology and external compliance by customers and
suppliers. The general phases common to all sections are: (1) inventorying Year
2000 items; (2) assessing the Year 2000 compliance of identified items; (3)
repairing or replacing material items that are determined not to be Year 2000
compliant; (4) testing material items; and (5) designing and implementing
contingency and business continuation plans for each organization and company
location.

         The internal business software and hardware section of the Company's
Year 2000 program varied by operating subsidiary and included either the
conversion or reprogramming of applications software that was not Year 2000
compliant, the inclusion of acquired companies on the Company's existing
Enterprise Resource Planning System (ERP System) or, where available from the
supplier, the upgrading of such software to a Year 2000 compliant version.

         The total cost of the Year 2000 program was approximately $935,000 of
which approximately $335,000 related to the cost of software modification and
approximately $600,000 related to the cost of upgrading existing software to
Year 2000 compliant versions. Funds for the program were provided from existing
operating budgets for all items and were included in operating expenses as
incurred.

         The Company has completed all phases of its Year 2000 plan related to
non-financial software, embedded chip technology, and its non-financial systems
such as manufacturing equipment, security equipment, etc. Few of these systems
were identified as not being in compliance. Accordingly, the cost of achieving
Year 2000 compliance for these systems was minimal.

         The Company has identified and contacted its critical suppliers,
service providers and contractors to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to remedy their
own Year 2000 issues. Each of the suppliers contacted have indicated that they
are currently undergoing or have completed programs related to the Year 2000
problem within their organizations. Due to the satisfactory responses with its
critical suppliers, the Company does not intend to change suppliers, service
providers or contractors. The Company has not independently verified the status
of its critical suppliers', service



                                       17


<PAGE>   20

                         ADVANCED ACCESSORY SYSTEMS, LLC
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999


providers' and contractors' Year 2000 readiness. Many of the Company's customers
are large OEMs which are preparing for the Year 2000 Issue and it is believed
that they will be compliant by the Year 2000. However, the Company does not
currently have any formal information concerning the Year 2000 compliance status
of its customers, particularly in the aftermarket, but has received indications
that most of its customers are working on Year 2000 compliance.

Risks

         The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Year 2000 problem, resulting in large part from the
uncertainty of the Year 2000 readiness of third-party suppliers and customers,
the Company is unable to determine at this time whether the consequences of Year
2000 failures will have a material impact on its results of operations,
liquidity or financial condition. The Year 2000 program has significantly
reduced the Company's level of uncertainty about the Year 2000 problem and, in
particular, about the Year 2000 compliance and readiness of its material
customers and suppliers. The Company believes that, with the implementation of
new business systems and completion of the program, the possibility of
significant interruptions of normal operations has been significantly reduced.

NEW ACCOUNTING PRONOUNCEMENTS

         In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued SOP 98-1, "Accounting For the Costs of Computer Software
Developed For or Obtained For Internal Use" ("SOP 98-1"). SOP 98-1 was effective
for the Company beginning on January 1, 1999. SOP 98-1 requires the
capitalization of certain costs incurred after the date of adoption in
connection with developing or obtaining software for internal use. This
statement has been applied prospectively, however, the impact of this new
standard has not had a significant effect on the Company's financial position or
results of operations.

         In April 1998, the AICPA issued Statement of Position ("SOP 98-5"),
"Reporting the Costs of Start-up Activities" (SOP 98-5). SOP 98-5 was effective
beginning on January 1,1999, and required that start-up costs capitalized prior
to January 1, 1999 be written off and any future start-up costs to be expensed
as incurred. The Company has adopted the standard established by SOP 98-5 and
there has been no impact on the Company's earnings or financial position.

         In September 1999, the Emerging Issues Task Force issued ("EITF")
issued Issue No. 99-5, "Accounting for Pre-Production Costs Related to Long-Term
Supply Arrangements". EITF Issue No. 99-5 will require the company to expense
design and development costs related to long term supply arrangements as
incurred unless the customer contractually guarantees reimbursement, capitalize
molds, tools and dies for which title is held by the supplier, subject to an
impairment test. Additionally, molds, tools and dies for which title is held by
the customer are to be expensed as incurred unless the long term supply
arrangement explicitly provides the suppler with the non-cancelable right to use
such molds, tools and dies during the course of the supply arrangement. This
pronouncement is effective on a prospective basis for costs incurred after
December 31, 1999. The Company is completing an analysis of the issue which is
not expected to have a material impact on the Company's results of operations.

         In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities"("FAS 133"). The statement is effective for
fiscal years beginning after June 15, 1999. The Company plans to adopt this
statement at the beginning of fiscal 2000. The Company is completing an analysis
of FAS 133 which is not expected to have a material impact on the Company's
results of operations.





                                       18


<PAGE>   21

                         ADVANCED ACCESSORY SYSTEMS, LLC



Item 3.  Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable


                    PART II. OTHER INFORMATION AND SIGNATURE

Item 1.  Legal Proceedings

         See "Note 2" of the Company's "Notes to Consolidated Condensed
         Financial Statements"

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         None

Items 5. Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)   Exhibits

<TABLE>
<CAPTION>

         EXHIBIT NUMBER                       DESCRIPTION
         --------------                       -----------
<S>                             <C>
            3.2                 Third Amended and Restated Operating Agreement
            3.3                 Bylaws of Advanced Accessory Systems, LLC
            3.4                 Third Amended and Restated Members' Agreement
                                Dated as of September 30, 1999 among Advanced
                                Accessory Systems, LLC, and the Members
                                that are parties hereto.
            3.5                 Amended and Restated Members' Agreement dated as of
                                September 30, 1999, among AAS Holdings, LLC, CB
                                Capital Investors, L.P. and MascoTech, Inc.
            10.9                Amended and Restated Employment Agreement dated as of
                                September 30, 1999, between SportRack, LLC and Richard
                                E. Borghi
            10.13               Amended and Restated Employment Agreement dated as of
                                September 30, 1999, between Advanced Accessory
                                Systems, LLC, and Terence C. Seikel
            27                  Financial Data Schedule
</TABLE>

(b)      Reports on Form 8-K


         On April 22, 1999, the Company filed a report on Form 8-K to announce
the appointment of Terence C. Seikel and Richard E. Borghi to the Board of
Managers and as President and Chief Executive Officer of the Company and
President of SportRack, respectively. Also announced was the termination of
Marshall D. Gladchun, as President and Chief Executive Officer of the Company
and as Board Member.




                                       19



<PAGE>   22


                         ADVANCED ACCESSORY SYSTEMS, LLC

                                    SIGNATURE


         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.




                                          ADVANCED ACCESSORY SYSTEMS, LLC
                                          (Registrant)




Date:  November 15, 1999                  /s/ TERENCE C. SEIKEL
                                          --------------------------------------
                                          Terence C. Seikel
                                          President and Chief Executive Officer
                                          (chief accounting officer
                                          and authorized signatory)











                                       20


















<PAGE>   23


                                 EXHIBIT INDEX
                                 -------------

<TABLE>
EXHIBIT NUMBER                          DESCRIPTION
--------------                          -----------
<S>                     <C>
    3.2                 Third Amended and Restated Operating Agreement
    3.3                 Bylaws of Advanced Accessory Systems, LLC
    3.4                 Third Amended and Restated Members' Agreement
                        Dated as of September 30, 1999 among Advanced
                        Accessory Systems, LLC, and the Members
                        that are parties hereto.
    3.5                 Amended and Restated Members' Agreement dated as of
                        September 30, 1999, among AAS Holdings, LLC, CB
                        Capital Investors, L.P. and MascoTech, Inc.
    10.9                Amended and Restated Employment Agreement dated as of
                        September 30, 1999, between SportRack, LLC and Richard
                        E. Borghi
    10.13               Amended and Restated Employment Agreement dated as of
                        September 30, 1999, between Advanced Accessory
                        Systems, LLC, and Terence C. Seikel
    27                  Financial Data Schedule
</TABLE>