UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended: September 26, 1997
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 0-28568
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
California 95-2920557
------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
700 East Bonita Avenue, Pomona, CA 91767
(Address of principal executive offices) (Zip Code)
(909) 624-8041
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
----- -----
The number of shares outstanding of the registrant's Common Stock, no par value,
at September 26, 1997 was 12,642,000 shares
This Form 10-Q contains 12 pages.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
INDEX
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PART I. FINANCIAL INFORMATION PAGE NUMBER
Item 1. Financial Statements
Balance Sheets 3
September 26, 1997 (unaudited) and March 28, 1997
Statements of Income 4
Three months and six months ended September 26, 1997
(unaudited) and three months and six months ended
September 27, 1996 (unaudited)
Statements of Cash Flow 5
Six months ended September 26, 1997 (unaudited)
and six months ended September 27, 1996 (unaudited)
Notes to Financial Statements (unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
PART I - FINANCIAL INFORMATION
------------------------------
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
SEPTEMBER 26, MARCH 28,
1997 1997
(UNAUDITED) (NOTE)
------------- -------------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 18,112 $ 1,352
Accounts receivable, net of allowance
of $723 at September 1997 and $658
at March 1997 19,455 18,738
Inventories, primarily finished goods 42,798 39,512
Other current assets 432 897
Deferred taxes 1,786 1,786
------------- -------------
Total current assets 82,583 62,285
Plant, property and equipment, net 12,329 10,750
Intangibles 8,906 3,719
Other assets 2,256 2,046
------------- -------------
Total Assets $ 106,074 $ 78,800
============= =============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Line of credit $ -- $ 12,629
Bankers acceptance and other short
term debt 3,293 3,538
Accounts Payable 10,251 15,994
Accrued liabilities 2,962 2,536
Current portion of long-term debt 1,262 741
------------- -------------
Total current liabilities 17,768 35,438
Long-term debt, less current portion 188 913
Notes payable to officers, shareholders
and related parties 192 192
Deferred taxes 403 403
Shareholders' equity:
Preferred stock, no par value:
Authorized shares--3,000,000
None issued and outstanding -- --
Common stock, no par value:
Authorized shares--20,000,000
Issued and outstanding shares--
12,642,000 at September 1997 and
9,750,000 at March 1997, at stated value 57,255 15,921
Additional paid-in capital 553 553
Retained Earnings 29,715 25,380
------------- -------------
Total shareholders' equity 87,523 41,854
------------- -------------
Total liabilities and shareholders' equity $ 106,074 $ 78,800
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
NOTE: The balance sheet at March 28, 1997 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
3
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------ ------------------------------------
SEPTEMBER 26, SEPTEMBER 27, SEPTEMBER 26, SEPTEMBER 27,
1997 1996 1997 1996
------------- ------------- ------------- -------------
Net sales $ 54,311 $ 43,894 $ 107,791 $ 89,455
Cost of sales 31,690 26,182 63,631 53,447
------------- ------------- ------------- -------------
Gross profit 22,621 17,712 44,160 36,008
Operating expenses:
Selling and distribution expenses 15,460 12,112 29,758 24,883
General and Administrative 3,055 2,754 6,301 5,262
Severance costs -- -- 705 --
------------- ------------- ------------- -------------
Operating income 4,106 2,846 7,396 5,863
Interest income (expense) 102 (326) (171) (746)
------------- ------------- ------------- -------------
Income before income taxes 4,208 2,520 7,225 5,117
Income tax 1,683 884 2,890 1,962
------------- ------------- ------------- -------------
Net Income $ 2,525 $ 1,636 $ 4,335 $ 3,155
============= ============= ============= =============
Net income per share $ 0.20 $ 0.17 $ 0.39 $ 0.35
============= ============= ============= =============
Weighted averages shares outstanding 12,610,000 9,750,000 11,190,000 9,075,000
============= ============= ============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
4
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
SIX MONTHS ENDED
----------------------------------
SEPTEMBER 26, SEPTEMBER 27,
1997 1996
------------- -------------
Operating activities
Net income $ 4,335 $ 3,155
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 1,405 841
Deferred taxes -- (640)
Provision for losses on uncollectible accounts 55 266
Provision for losses on inventory 184 164
Changes in operating assets and liabilities:
Accounts receivable (181) 935
Inventories (1,000) (209)
Prepaid expenses, other receivables and other assets 465 (210)
Other assets (1,115) (21)
Accounts payable (5,719) (3,464)
Accrued salaries, and other accrued liabilities 403 (9)
Income tax payable -- 594
------------- -------------
Net cash provided by/(used in) operating activities (1,168) 1,402
Investing activities
Purchases of property, plant and equipment (1,589) (1,247)
Cash paid for acquisitions (5,647) (4,826)
------------- -------------
Net cash used in investing activities (7,236) (6,073)
Financing activities
Payments under bank credit facility (12,729) (5,600)
Bankers acceptances and other short-term debt, net (245) (509)
Principal payments to related parties -- (42)
Principal payments on long-term debt (205) (2,064)
Net proceeds on initial public offering -- 11,755
Net proceeds on option exercise 507 --
Net proceeds on secondary offering 37,836 --
------------- -------------
Net cash provided by financing activities 25,164 3,540
Net increase in cash 16,760 (1,131)
Cash at beginning of period 1,352 3,876
Cash at end of period $ 18,112 $ 2,745
Supplemental disclosures
Interest paid during the period $ 359 $ 166
Income taxes paid during the period $ 2,176 $ 108
The accompanying notes are an integral part of these consolidated financial
statements.
5
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
SEPTEMBER 26, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions of Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments, consisting only of
normal recurring accruals, considered necessary for fair presentation, with
respect to the interim financial statements have been included. The results of
operations for the three month period ended September 1997 are not necessarily
indicative of the results that may be expected for the full year ending March
27, 1998. For further information, refer to the financial statements and
footnotes thereto for the year ended March 28, 1997, included in the Keystone
Automotive Industries, Inc. Registration Statement on Form S-1 (File No. 333-
3994) filed with the Securities and Exchange Commission and declared effective
on June 26, 1997.
2. EARNINGS PER SHARE
Earnings per share are computed using the weighted average number of shares
of Common Stock and Common Stock equivalents attributable to stock options.
Common Stock equivalents were calculated using the treasury stock method.
3. INCOME TAXES
Income tax provisions for interim periods are based on estimated effective
annual income tax rates.
4. NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board Issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact of Statement
128 on the calculation of fully diluted earnings per share for the quarter ended
September 1997, would not be material.
5. ACQUISITIONS
During the six months ended September 1997, the Company completed five
acquisitions, three of which were completed during the most recent quarter. On
June 30, 1997, the Company completed an acquisition of a distributor of
aftermarket collision replacement parts with locations in Phoenix and Tucson,
Arizona, Albuquerque, New Mexico, El Paso, Texas, Denver, Colorado and Las
Vegas, Nevada. The acquisition was completed by issuing stock and assuming
certain liabilities. On August 5, 1997, the Company completed the acquisition
for cash of a distributor of paint and related materials with operations in
Murray (Salt Lake City area), Orem and Bountiful, Utah. On September 2, 1997,
the Company completed the cash acquisition of a distributor of bumpers in Dade,
Palm Beach and Broward counties in Florida. Each of these acquisitions was
accounted for using the purchase method of accounting.
6. SEVERANCE COSTS
In May 1997, the Company incurred approximately $705,000 of costs related
to the severance of its former Chairman and Chief Executive Officer.
7. SUBSEQUENT EVENT
In November 1977, the Company entered into letters of intent providing for
the merger of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc.
into wholly owned subsidiaries of the Company in exchange for shares of the
Company's Common Stock. The transactions will be accounted for as poolings of
interest. Consummation of the transactions, anticipated by year end, is subject
to numerous conditions, including the completion of due diligence, negotiation
and execution of definitive agreements, boards of director approval and
compliance with regulatory filing requirements. There can be no assurance that
the mergers will be consummated.
6
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Except for the historical information contained herein, certain matters
addressed in this Item 2 constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements are subject to a variety of risks and uncertainties that could cause
actual results to differ materially from those anticipated by the Company's
management. The Private Securities Litigation Reform Act of 1995 (the "Act")
provides certain "safe harbor" provisions for forward-looking statements. All
forward-looking statements made in this Quarterly Report on Form 10-Q are made
pursuant to the Act and are subject to the cautionary statement set forth
herein.
GENERAL
- -------
On March 28, 1997, the Company completed the North Star Merger which was
accounted for as a pooling of interests, in which the Company issued 2,450,000
shares of its Common Stock. The pooling of interests method of accounting
requires that financial information be presented on an historical combined basis
for all periods presented. Therefore, the following discussion of results of
operations and liquidity and capital resources reflects the combined companies.
On July 2, 1997, the Company completed a secondary offering of 2,610,000 shares
of Common Stock, pursuant to which the Company received net proceeds of
approximately $37.8 million. The offering also included 2,610,000 shares sold by
shareholders.
RECENT ACQUISITIONS
- -------------------
During the quarter ended September 26, 1997, the Company completed three
acquisitions accounted for under the purchase method of accounting. See Note 5
of Notes to Financial Statements.
SUBSEQUENT EVENT
- ----------------
See Note 7 of Notes to Financial Statements with respect to pending
acquisitions, which are the subject of letters of intent.
7
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth the periods indicated, certain selected
income statement items as a percentage of net sales.
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
September 26, September 27, September 26, September 27,
1997 1996 1997 1996
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 58.3 59.6 59.0 59.7
----- ----- ----- -----
Gross Profit 41.7 40.4 41.0 40.3
Selling and distribution expenses 28.5 27.6 27.6 27.8
General and administrative expenses 5.6 6.3 5.9 5.9
Severance cost -- -- 0.7 --
Income from operations 7.6 6.5 6.9 6.6
Interest income (expense) 0.2 (0.7) (0.2) (0.8)
----- ----- ----- -----
Net income 4.7% 3.7% 4.0% 3.5%
===== ===== ===== =====
THREE MONTHS ENDED SEPTEMBER 26, 1997 COMPARED TO THREE MONTHS ENDED SEPTEMBER
- ------------------------------------------------------------------------------
27, 1996.
- ---------
Net sales were $54.3 million for the three months ended September 26, 1997
(the "September 1997 Quarter") compared to $43.9 million for the three months
ended September 27, 1997 (the "September 1996 Quarter"), an increase of $10.4
million or 23.7%. This increase was due primarily to an increase of $2.8 million
in sales of automotive body parts (including fenders, hoods, headlights,
radiators, grilles, and other crash parts), an increase of $3.6 million in sales
of new and recycled bumpers and an increase of $1.5 million in sales of paint
and related materials, which increases represent increases of approximately 17%,
23% and 17%, respectively, over the comparable period in the prior fiscal year.
In addition, the Company sold approximately $2.0 million of remanufactured alloy
wheels in the September 1997 Quarter compared to $554,000 in the prior year
period, an increase of 254%. These increases were attributable primarily to an
increase in the number of service centers in operation and an increase in unit
volume. Price increases were not a material factor in increased sales.
Gross profit increased in the September 1997 Quarter to $22.6 million (41.7%
of net sales) from $17.7 million (40.4% of net sales) in the September 1996
Quarter, an increase of 27.7%, primarily as a result of the increase in net
sales. The Company's increase in gross profits as a percentage of net sales in
the September 1997 Quarter reflects the continued fluctuation in cost of sales,
generally because of factors such as product mix, acquisitions and competition.
Selling and distribution expenses increased to $15.5 million (28.5% of net
sales) in the September 1997 Quarter from $12.1 million (27.6% of net sales) in
the September 1996 Quarter, an increase of 28.1%. The increase in these
expenses as a percentage of net sales was generally the result of acquisitions
completed during the September 1997 Quarter.
General and administrative expenses increased to $3.1 million (5.6% of net
sales) in the September 1997 Quarter from $2.8 million (6.3% of net sales ) in
the September 1996 Quarter, an increase of 10.9%. The decrease in these expenses
as a percentage of net sales in the September 1997 Quarter was primarily the
result of economics of scale resulting from higher net sales.
SIX MONTHS ENDED SEPTEMBER 26, 1997 COMPARED TO SIX MONTHS ENDED SEPTEMBER 27,
- ------------------------------------------------------------------------------
1996.
- ----
Net sales were $107.8 million for the six months ended September 26, 1997
compared to $89.5 million for the six months ended September 27, 1996, an
increase of $18.3 million or 20.5%. This increase was due primarily to an
increase of $5.2 million in sales of automotive body parts (including fenders,
hoods, headlights, radiators, grilles and other crash parts), an increase of
$6.2 million in sales of new and recycled bumpers and an increase of $2.8
million in sales of paint and related materials, which increases represent
increases of approximately 15%, 19% and 16%, respectively, over the comparable
period in the prior fiscal year. In addition, the Company sold approximately
$3.5 million of remanufactured alloy wheels in the six months ended September
26, 1997 compared to $855,000 in the prior year period, an increase of $26.0
million or 305%. These increases were attributable primarily to an increase in
the number of service centers in operation and an increase in unit volume. Price
increases were not a material factor in increased net sales.
Gross profit increased in the six months ended September 26, 1997 to $44.2
million (41.0% of net sales) from $36.0 million (40.3% of net sales) in the six
months ended September 27, 1996, an increase of 22.6%, primarily as a result of
the increase in net sales. The Company's increase in gross profits as a
percentage of net sales in the six months ended September 26, 1997 reflects the
continued fluctuation in cost of sales, generally because of factors such as
product mix, acquisitions and competition.
Selling and distribution expenses increased to $29.8 million (27.6% of net
sales) in the six months ended September 26, 1997 from $24.9 million (27.8% of
net sales) in the six months ended September 27, 1996, an increase of 19.6%.
General and administrative expenses increased to $6.3 million (5.9% of net
sales) in the six months ended September 26, 1997 from $5.3 million (5.9% of net
sales) in the six months ended September 27, 1996, an increase of 19.8%.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
In July 1997, Keystone received the proceeds of a secondary public offering
of 2,610,000 shares of its Common Stock. Net proceeds to the Company, after
discounts, commissions and expenses, were approximately $37.8 million. An
additional 2,610,000 shares were sold in the secondary offering by shareholders.
On March 25, 1997, the Company entered into a revolving loan agreement with
a commercial lender that provides for a $25.0 million unsecured credit facility
that expires on March 24, 1998. At September 26, 1997, no amounts were
outstanding under the credit facility, the outstanding balance of which had been
paid off in July 1997 with proceeds from the secondary offering. The revolving
loan agreement is subject to certain restrictive covenants, including a
requirement that the Company maintain certain financial ratios. The Company was
in compliance with all covenants as of September 26, 1997.
The Company's primary need for funds has been to finance the growth of
inventory and accounts receivable and acquisitions. At September 26, 1997,
working capital was $64.7 million compared to $43.4 million at March 28, 1997.
Historically, the Company has financed its working capital requirements from its
cash flow from operations, proceeds from public offerings of its Common Stock,
advances drawn under lines of credit and, to a limited extent, indebtedness to
certain of the sellers of acquired service centers.
9
The Company believes that its existing working capital, estimated cash flow
from operations and the funds available under its line of credit will enable it
to finance its anticipated growth in sales and to complete anticipated
acquisitions for at least the next 12 months.
The Company believes that consolidation among independent distributors of
aftermarket collision parts is creating opportunities for the Company to acquire
service centers in new and existing markets. The Company intends to explore
acquisition opportunities that may arise from time to time. To date, the
Company's acquisitions have been financed by cash flow from operations, proceeds
from public offerings of its Common Stock, advances drawn under its credit
facilities and indebtedness to certain of the sellers of acquired service
centers. In the future, the Company may incur indebtedness or issue equity or
debt securities to third parties or the sellers of the acquired businesses to
complete additional acquisitions. There can be no assurance that additional
capital, if and when required, will be available on terms acceptable to the
Company, or at all. In addition, the issuance of equity securities in the
future, will result in dilution to the shareholders of the Company. See
"Subsequent Event" above and Note 7 of Notes to Financial Statements with
respect to pending acquisitions which are the subject of letters of intent.
INFLATION
- ---------
The Company does not believe that the relatively moderate rates of
inflation over the past three years have had a significant effect on its net
sales or its profitability.
10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None
-----------------
Item 2. Changes in Securities.
---------------------
(a) Not applicable.
(b) Not applicable.
(c) On June 30, 1997, the Company issued an aggregate of 234,552
shares (the "Shares") of its Common Stock to David J. Blackett and Patricia
Blackett, Trustees of the Blackett Family Trust dated September 12, 1995 in
consideration for substantially all of the assets and the assumption of certain
stated liabilities of All Makes Body Parts, Inc. a New Mexico corporation and
All Makes Body Parts, Inc., an Arizona corporation. The issuance of the Shares
was exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Act") pursuant to Section 4(2) of the Act.
Item 3. Defaults Upon Senior Securities. None
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
On August 26, 1997 the Company held its annual meeting of shareholders. At
the meeting, each of the nominees for election as director were elected. The
following are the names of, and a tabulation of voting with respect to, each
nominee.
Votes
----------------------------------------
Nominee For Against Abstain
- ------- --------- ------- -------
Ronald G. Brown 9,422,647 0 38,803
Charles J. Hogarty 9,422,647 0 38,803
Al A. Ronco 9,404,610 0 56,840
Timothy C. Mc Quay 9,422,547 0 38,903
George E. Seebart 9,425,247 0 38,203
The proposal to amend the Company's 1996 Employee Stock Incentive Plan (the
"Plan") to increase the number of shares of Common Stock reserved for issuance
under the Plan from 730,000 to 1,100,000 was approved with 8,618,941 votes in
favor, 821,966 votes against and 20,543 shares abstaining.
The proposal to amend the Company's Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock from 20,000,000 to
50,000,000 was approved with 8,647,995 votes in favor, 802,383 votes against and
11,072 shares abstaining.
The ratification of Ernst & Young, LLP as independent accountants to audit
the financial statements of the Company for fiscal 1998 was approved with
9,452,824 votes in favor, 1,280 votes against and 7,346 shares abstaining.
No broker non-votes were recorded with respect to any of the proposals.
Item 5. Other Information. None
-----------------
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits - None
b. Reports on form 8-K - None
11
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By: /s/ John M. Palumbo
----------------------------------------
John M. Palumbo
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
Date: November 10, 1997
12