SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1998
Commission File Number 33-_ _ _ _ _
KEY PLASTICS L.L.C.
(Exact name of registrant as specified in its charter)
Michigan 35-1997449
(State or other jurisdiction I.R.S. Employer Identification No.)
of incorporation or organization)
21333 Haggerty Road Suite 200
Novi, Michigan
(Address of principal executive offices)
48375
(Zip Code)
Registrant's telephone number, including area code:
(248) 449-6100
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
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
March 31, December 31,
1998 1997
---- ----
ASSETS
Current assets:
Cash $ 4,614 $ 6,918
Accounts receivable, net 65,684 58,186
Inventories 61,265 54,867
Prepaid expenses 2,818 3,529
------- -------
Total current assets 134,381 123,500
Property, plant and equipment, net 125,114 122,285
Intangibles, net 35,608 29,482
Other assets 7,388 7,637
------- -------
Total assets $302,491 $282,904
======= =======
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Current maturities of long-term
debt $ 2,576 $ 2,653
Accounts payable 36,522 46,389
Other accrued liabilities 17,304 21,924
------- -------
Total current liabilities 56,402 70,966
Long-term debt 244,770 216,575
Other long-term obligations 6,680 7,624
Members' equity (deficit):
Member contributions 19,542 12,317
Accumulated deficit (25,077) (24,740)
Accumulated other comprehensive
income 174 162
------- -------
Total members' equity (deficit) (5,361) (12,261)
------- -------
Total liabilities and members'
equity (deficit) $302,491 $282,904
======= ======
The accompanying notes are an integral part of the financial statements.
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(Dollars in thousands)
For the three months ended
March 31,
(Unaudited)
1998 1997
---- ----
Net sales $82,424 $66,742
Cost of sales 66,707 54,125
Selling, general and administrative
expenses 8,620 6,077
------ ------
7,097 6,540
Amortization of Goodwill 647 24
Interest expense and amortization of debt
issuance costs 6,150 5,148
------ ------
Net income before foreign income
taxes, minority interest and extra-
ordinary item 300 1,368
Minority interest 575 290
Foreign income tax expense (credit)
62 (149)
------ ------
Net income (loss) before extraordinary
item (337) 1,227
Extraordinary item debt refinancing -- (5,470)
------ ------
Net income (loss) $(337) $(4,243)
====== ======
The accompanying notes are an integral part of the financial statements.
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 1998 AND 1997
(Dollars in thousands)
For the three months ended
March 31,
--------------------------
(Unaudited)
1998 1997
---- ----
Net cash from operating activities $(20,965) $(25,183)
------- -------
Cash flows from investing activities:
Acquisitions of property, plant
and equipment, net (7,803) (3,240)
Property, plant and equipment from
acquired businesses -- (10,300)
Increase in intangible assets (6,773) --
Increase in other assets, net (1,239) (33)
------- -------
Net cash used in investing activities (15,815) (13,573)
Cash flows from financing activities:
Net borrowings under debt agreements 121,842 160,761
Principal payments under debt agreements
and capital lease obligations (94,591) (112,642)
Net cash from member capital contributions 7,225 2,672
Costs to secure new financing -- (4,939)
Cash portion of extraordinary item -- (4,460)
Dividend distributions -- (670)
------- ------
Net cash provided by financing activities 34,476 40,722
------- ------
Net increase (decrease) in cash (2,304) 1,966
Cash, beginning of year 6,918 --
------- ------
Cash, end of period $ 4,614 $ 1,966
======= ======
Supplemental Information:
Depreciation expense $ 4,974 $3,033
Cash paid during the period for interest $ 8,726 $7,719
The accompanying notes are an integral part of the financial statements.
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
On February 9, 1998 Key Plastics Holdings, Inc. (the Company prior
to February 9, 1998) contributed significantly all of its assets and
liabilities to Key Plastics L.L.C. (the Company subsequent to February 8,
1998) a wholly owned subsidiary. The transaction has been accounted for as
a reorganization of entities under common control, at historical cost, in a
manner similar to a pooling-of-interests.
These financial statements should be read in conjunction with the
Company's consolidated financial statements for the year ended December 31,
1997 which contain a summary of the Company's accounting principles and
other information. The results of operations for any interim period should
not necessarily be considered indicative of the results of operations for a
full year.
Information for the three months ended March 31, 1998 and 1997 is
unaudited but includes all adjustments, consisting of normal recurring
adjustments, which management considers necessary for a fair presentation of
the consolidated financial position, results of operations and cash flows.
Certain information and footnotes necessary to comply with generally
accepted accounting principles have been condensed or omitted. All
significant intercompany balances and transactions have been eliminated in
consolidation.
Certain items in the December 31, 1997 balance sheet have been reclassified
to conform to the current period presentation.
2. Inventories:
Inventories are stated at the lower of cost or market with cost
determined using the FIFO (first in, first out) method. The components of
inventories consisted of the following:
March 31, December 31,
1998 1997
---- ----
Raw materials $10,407 $ 9,071
Work in progress 3,670 2,438
Finished goods 8,540 9,005
Customer Tooling 38,648 34,353
------ ------
$61,265 $54,867
====== ======
3. Acquisition:
During March 1998 the Company acquired substantially all of the
remaining shares of Materias Plasticas (Map), a Portuguese injection molding
and paint facility it has controlled through a 38% interest since November
1996. MaP has been consolidated in the Company's financial statements since
November 1996.
4. Accounting Change
In June 1997, the FASB issued Statement of Financial Accounting
Standards (SFAS) 131, "Disclosure about Segments of an Enterprise and
Related Information." The Company will adopt the provisions of these
statements, as required, for the year ended December 31, 1998. The Company
believes it has only one Operating Segment and expects this statement to
have no impact on its financial reporting and related disclosures.
5. Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
This Statement requires that all items recognized under accounting standards
as components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual
financial statements. This Statement also requires an entity to classify
items of other comprehensive earnings by their nature in an annual financial
statement. Annual financial statements for prior periods will be
reclassified, as required. The Company's total comprehensive earnings were
as follows:
Three months ended March 31,
(Dollars in thousands)
1998 1997
---- ----
Net earnings (loss) $(337) $(4,243)
Other comprehensive income 12 (60)
Total comprehensive earnings $(325) $(4,303)
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
KEY PLASTICS L.L.C.
This report contains forward-looking statements which involve known and
unknown risks, uncertainties and other factors including, without
limitation, the Risk Factors set forth in the Company's 1997 Form 10-K that
may cause the actual results of the Company to be materially different from
the results expressed or implied in such forward-looking statements.
RESULTS OF OPERATIONS
Below is a summary of period-to-period changes in the principal
items of the condensed statements of operations. This is followed by a
discussion and analysis of significant factors affecting the Company's
earnings for the period.
Comparison of Results of Operations
Increase(Decrease)
($ in Millions)
Three Months Ended
March 31, 1998 vs.
March 31, 1997
Net sales $15.7 23%
Cost of sales 12.6 23%
Gross profit 3.1 25%
Selling, general and
administrative expenses 2.5 42%
Interest expense, net 1.0 19%
Three months ended March 31, 1998 compared to three months ended March 31,
1997.
Net sales for the three month period ended March 31, 1998 were $82.4
million; an increase of approximately $15.7 million or 23% over the same
period last year. The increase was attributable to businesses acquired in
1997 ($13.6 million) and volume related increases in existing injection
molding, paint and assembly operations ($2.1 million).
Gross profit increased $3.1 million in the first quarter of 1998
compared to the same quarter of 1997 primarily as a result of the
aforementioned sales increases.
Selling, general and administrative expenses in the first quarter of 1998
increased by $2.5 million over the same period last year. The increase
primarily relates to 1997 and 1996 acquisitions. Several of the businesses
acquired were stand-alone entities. As a result, the Company believes
synergistic opportunities exist in both Europe and North America. Those
opportunities will be pursued as the integration of the acquired businesses
continues.
Interest expense increased because of higher average debt
outstanding, the higher debt was partially offset by lower rates obtained as
a result of the refinancing that took place in March 1997.
FINANCIAL CONDITION
The Company believes its existing sources of liquidity are adequate
to meet its operating requirements and fund its capital plan in 1998. As of
March 9, 1998, the Senior Credit Facility was amended to so that the Company
could convert an additional $45 million of revolving debt into five and one
half year amortizing term loans. Approximately half of these term loans are
denominated in European currencies (pounds sterling--$10 million USD
equivalent or French francs--$15 million USD equivalent). As a result, the
Company expects for the UK and France to realize lower interest rates and
establish a natural hedge for its net assets held in those locations. Also
during March 1998 the Company expanded its borrowing abilities into Portugal
as it established an escudo denominated revolving credit agreement of $10
million. At March 31, 1998 the Company had $240.2 million of long-term debt
and $15.7 million of availability under its Senior Credit Facility.
Cash used in operating activities in first quarter 1998 was $21.0
million compared to $25.2 million used in the first quarter of 1997. The
use of cash in the first quarter of 1998 was heavily driven by the Company's
tooling operation, which continues to build inventory and make payments
against significant inventory and capital acquisitions (about $8.8 million
since December 31, 1997) for several large tools, which will go into
production primarily in the second and third quarter of 1998.
Cash used in investing activities in the 1998 first quarter was
$15.8 million compared to $13.6 million in the 1997 first quarter. In 1998
capital spending accounted for approximately half of the investing
activities. The majority of the Company's capital spending (excluding
acquisitions) in both periods was to facilitize for new programs launching
in 1998 which includes injection molding and assembly equipment and
automation.
YEAR 2000 ISSUE
The Company has determined that it will be required to replace
portions of its software so that its computer systems will be year 2000
compliant. The Company does not believe that the cost to bring its software
products and internal systems into year 2000 compliance will have a material
adverse effect on its results of operations or financial condition. There
can be no assurance that the Company's current products and internal systems
do not contain undetected errors or defects associated with the year 2000
date functions that may result in material costs to the Company.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit--27 Financial Data Schedule (EDGAR
version only).
(b) Reports on Form 8-K--None.
SIGNATURES
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.
KEY PLASTICS L.L.C.
By: /S/ E.R. Autry
E.R. Autry
Vice President, Finance &
Procurement (on behalf of the registrant
and as Principal Financial Officer)
And: /S/ David M. Smith
David M. Smith
Corporate Controller
(Principal Accounting Officer)
Dated: May 15, 1998
Exhibit Index
Exhibit No. Description
27 Financial Data Schedule