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 quarter ended June 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-33572 -------------- DIAMOND TRIUMPH AUTO GLASS, INC. (Exact name of registrant as specified in its charter) DELAWARE 23-2758853 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 220 DIVISION STREET, KINGSTON, PENNSYLVANIA 18704 (Address, including zip code of principal executive offices) (570) 287-9915 (Telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or Section 15(d) of the Securities and 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 [ ] As of August 8, 2001, there were 1,000,000 shares outstanding of Diamond's Common Stock ($.01 par value) and 35,000 shares outstanding of Diamond's Series A 12% Senior Redeemable Cumulative Preferred Stock ($.01 par value). DIAMOND TRIUMPH AUTO GLASS, INC. Form 10-Q For the Quarter Ended June 30, 2001 INDEX Page No. -------- Part I. Financial Information Item 1. Financial Statements Condensed Balance Sheets - June 30, 2001 and December 31, 2000................................... 3 Condensed Statements of Operations - Three Months Ended June 30, 2001 and 2000................................................ 4 Condensed Statements of Operations - Six Months Ended June 30, 2001 and 2000................................................ 5 Condensed Statements of Cash Flows - Six Months Ended June 30, 2001 and 2000................. 6 Notes to Condensed Financial Statements................. 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................... 8 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K........................ 12 Signature............................................... 13 2 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS DIAMOND TRIUMPH AUTO GLASS, INC. CONDENSED BALANCE SHEETS (Dollars in Thousands except per share amounts) June 30, 2001 December 31, 2000 --------------- ----------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 6,038 $ 25 Accounts receivable, net 17,295 13,977 Other receivables 178 373 Inventories 16,685 14,581 Prepaid expenses 1,321 1,084 Deferred income taxes 2,241 3,285 --------------- -------------- Total current assets 43,758 33,325 --------------- -------------- Equipment and leasehold improvements, net 6,304 6,154 Deferred loan costs and senior notes discount, net 5,656 6,073 Deferred income taxes 39,352 42,039 Other assets 529 404 --------------- -------------- Total assets $ 95,599 $ 87,995 =============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 13,206 $ 11,952 Accrued expenses: Payroll and related items 5,023 4,226 Accrued interest 2,317 2,329 Accrued income taxes 1,545 1,322 Other 738 492 --------------- -------------- Total accrued expenses 9,623 8,369 --------------- -------------- Total current liabilities 22,829 20,321 --------------- -------------- Long-term debt: Credit facility - 500 Senior notes 100,000 100,000 --------------- -------------- Total long-term debt 100,000 100,500 --------------- -------------- Total liabilities 122,829 120,821 --------------- -------------- Series A 12% senior redeemable cumulative preferred stock - par value $0.01 per share; authorized 100,000 shares; issued and outstanding 35,000 shares in 2001 and 2000, at liquidation preference value 51,399 48,449 --------------- -------------- Stockholders' equity (deficit): Common stock, 2001 and 2000 par value $0.01 per share; authorized 1,100,000 shares; issued and outstanding 1,000,000 shares 10 10 Additional paid-in capital 44,394 47,344 Retained earnings (accumulated deficit) (123,033) (128,629) --------------- -------------- Total stockholders' equity (deficit) (78,629) (81,275) --------------- -------------- Total liabilities and stockholders' equity (deficit) $ 95,599 $ 87,995 =============== ============== See notes to condensed financial statements 3 Diamond Triumph Auto Glass, Inc. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Dollars in Thousands except per share amounts) Three Months Ended Three Months Ended June 30, 2001 June 30, 2000 ------------- ------------- Net sales $ 55,849 $ 49,153 Cost of sales 15,511 15,407 ----------------- ----------------- Gross profit 40,338 33,746 Operating expenses 31,812 27,799 ----------------- ----------------- Income from operations 8,526 5,947 Other (income) expense: Interest income (70) (6) Interest expense 2,574 2,677 ----------------- ----------------- 2,504 2,671 ----------------- ----------------- Income before provision for income taxes 6,022 3,276 Provision for income taxes 2,409 1,306 ----------------- ----------------- Net income 3,613 1,970 Preferred stock dividends 1,497 1,329 ----------------- ----------------- Net income applicable to common stockholders $ 2,116 $ 641 ================= ================= See notes to condensed financial statements 4 Diamond Triumph Auto Glass, Inc. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Dollars in Thousands except per share amounts) Six Months Ended Six Months Ended June 30, 2001 June 30, 2000 ------------- ------------- Net sales $ 105,906 $ 93,818 Cost of sales 29,842 29,271 --------------- ---------------- Gross profit 76,064 64,547 Operating expenses 61,657 53,838 --------------- ---------------- Income from operations 14,407 10,709 Other (income) expense: Interest income (81) (44) Interest expense 5,161 5,483 --------------- ---------------- 5,080 5,439 --------------- ---------------- Income before provision for income taxes and extraordinary loss on extinguishment of debt 9,327 5,270 Provision for income taxes 3,731 2,103 --------------- ---------------- Net income before extraordinary item 5,596 3,167 Extraordinary loss on extinguishment of debt, net of income taxes of $336 - 504 --------------- ---------------- Net income 5,596 2,663 Preferred stock dividends 2,950 2,621 --------------- ---------------- Net income applicable to common stockholders $ 2,646 $ 42 =============== ================ See notes to condensed financial statements 5 Diamond Triumph Auto Glass, Inc. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in Thousands except per share amounts) Six Months Ended Six Months Ended June 30, 2001 June 30, 2000 --------------- --------------- OPERATING ACTIVITIES Net cash provided by operating activities $ 7,969 $ 6,703 --------------- --------------- INVESTING ACTIVITIES Capital expenditures (1,486) (444) Proceeds from sale of equipment 210 18 Increase in other assets (125) (8) --------------- --------------- Net cash used in investing activities (1,401) (434) --------------- --------------- FINANCING ACTIVITIES Net proceeds from credit facility 2,500 8,750 Payments on credit facility (3,000) (14,750) Deferred loan cost (55) (319) --------------- --------------- Net cash (used in) financing activities $ (555) $ (6,319) --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,013 (50) Cash and cash equivalents, beginning of period 25 94 --------------- --------------- Cash and cash equivalents, end of period $ 6,038 $ 44 =============== =============== See notes to condensed financial statements 6 Diamond Triumph Auto Glass, Inc. NOTES TO FINANCIAL STATEMENTS (unaudited) (Dollars in thousands except per share amounts) Note 1. Significant Accounting Policies These interim financial statements are unaudited but, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the data for these periods. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in Diamond's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. Diamond's results for interim periods are not normally indicative of results to be expected for the fiscal year. Weather has historically affected Diamond's sales, net income and EBITDA, with severe weather generating increased sales, net income and EBITDA and mild weather resulting in lower sales, net income and EBITDA. In addition, Diamond's business is somewhat seasonal, with the first and fourth calendar quarters traditionally its slowest periods of activity. Preferred Stock - At June 30, 2001 and December 31, 2000, the liquidation value of the Preferred Stock recorded on Diamond's Balance Sheet was $51,399 and $48,449, respectively, which includes dividends of $16,399 and $13,449, respectively, added to the liquidation value. Long-Term Debt: Credit Facility - On March 27, 2000, Diamond entered into a revolving credit facility (the "Credit Facility"). The Credit Facility has an initial term of four years and provides for revolving advances of up to the lesser of: (1) $25,000; (2) the sum of 85% of Diamond's Eligible Accounts Receivable (as defined in the Credit Facility) plus 85% of Diamond's Eligible Inventory (as defined in the Credit Facility), less certain reserves; or (3) an amount equal to 1.5 times Diamond's EBITDA (as defined in the Credit Facility) for the prior twelve months. A portion of the Credit Facility, not to exceed $3,000 is available for the issuance of letters of credit, which generally have an initial term of one year or less. Borrowings under the Credit Facility bear interest, at Diamond's discretion, at either the Chase Manhattan Bank Rate (as defined in the Credit Facility) or LIBOR, plus a margin of 0.25% for the Chase Manhattan Rate and 2.0% for the LIBOR Rate. In addition, a commitment fee of 0.25% is charged against any unused balance of the credit facility. Interest rates are subject to increases or reductions based upon Diamond meeting certain EBITDA levels. The proceeds of the Credit Facility are available for working capital requirements and for general corporate purposes. The Credit Facility is secured by first priority security interests in all of Diamond's tangible and intangible assets. In addition, the Credit Facility contains certain restrictive covenants including, among other things, the maintenance of a minimum EBITDA level for the prior twelve months, as well as restrictions on additional indebtedness, dividends and certain other significant transactions. Diamond was in compliance with these covenants at June 30, 2001. Note 2. Recent Accounting Pronouncements In January 2001, Diamond implemented Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard requires all derivatives be measured at fair value and recorded on a company's balance sheet as an asset or liability, depending on the company's underlying rights or obligations associated with the derivative instruments. During the quarter ended June 30, 2001, Diamond had no derivatives and there was no financial statement effect of implementing SFAS No. 133. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table summarizes Diamond's historical results of operations and historical results of operations as a percentage of sales for the six and three months ended June 30, 2001 and 2000. Six Months Ended June 30, Three Months Ended June 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------- -------------- ------------- ------------- $ % $ % $ % $ % ------ --------------------- ------ --------------------- (dollars in millions) (dollars in millions) Net Sales................................. 105.9 100.0 93.8 100.0 55.8 100.0 49.1 100.0 Cost of Sales............................. 29.8 28.1 29.3 31.2 15.5 27.8 15.4 31.4 ------ ------ ------ ------- ------ ------ ----- ------- Gross Profit............................. 76.1 71.9 64.5 68.8 40.3 72.2 33.7 68.6 Operating Expenses....................... 61.7 58.3 53.8 57.4 31.8 57.0 27.8 56.6 ------ ------ ------ ------- ------ ------ ----- ------- Income From Operations................... 14.4 13.6 10.7 11.4 8.5 15.2 5.9 12.0 Interest Income.......................... (0.1) (0.1) - - (0.1) (0.2) - - Interest Expense......................... 5.2 4.9 5.4 5.8 2.6 4.7 2.6 5.3 ------ ------ ------ ------- ------ ------ ----- ------- 5.1 4.8 5.4 5.8 2.5 4.5 2.6 5.3 ------ ------ ------ ------- ------ ------ ----- ------- Income before provision for income taxes and extraordinary loss on etinguishment of debt................................... 9.3 8.8 5.3 5.7 6.0 10.8 3.3 6.7 Provision for income taxes................ 3.7 3.5 2.1 2.2 2.4 4.3 1.3 2.6 ------ ------ ------ ------- ------ ------ ----- ------- Net income before extraordinary item...................................... 5.6 5.3 3.2 3.4 3.6 6.5 2.0 4.1 Extraordinary loss on extinguishment of debt, net of taxes........................ - - 0.5 0.5 - - - - ------ ------ ------ ------- ------ ------ ----- ------- Net income................................ 5.6 5.3 2.7 2.9 3.6 6.5 2.0 4.1 ====== ====== ====== ======= ====== ====== ===== ======= EBITDA (1) 15.7 14.8 12.2 13.0 9.2 16.5 6.7 13.6 - -------------------- (1) EBITDA represents income before taxes, interest expense, depreciation and amortization expense. While EBITDA is not intended to represent cash flow from operations as defined by GAAP and should not be considered as an indicator of operating performance or an alternative to cash flow (as measured by GAAP) as a measure of liquidity, it is included herein to provide additional information with respect to Diamond's ability to meet its future debt service, capital expenditure and working capital requirements. Six Months Ended June 30, 2001 Compared to Six Months Ended June 30, 2000 Net Sales. Net sales for the six months ended June 30, 2001 increased by $12.1 million, or 12.9%, to $105.9 million from $93.8 million for the six months ended June 30, 2000. For the six months ended June 30, 2001, installation units increased 3.2% and revenue per installation unit increased an average of 10.7%. The increase in Diamond's average revenue per installation unit is attributable to stabilization of price compression and to its sales mix. Gross Profit. Gross profit for the six months ended June 30, 2001 increased by $11.6 million, or 18.0%, to $76.1 million from $64.5 million for the six months ended June 30, 2000. Gross profit increased as a percentage of sales to 71.9% for the six months ended June 30, 2001 from 68.8% for the six months ended June 30, 2000. The increase in gross profit for the six months ended June 30, 2001 was primarily due to the increased level of sales and average revenue per installation unit compared to the six months ended June 30, 2000. 8 Operating Expenses. Operating expenses for the six months ended June 30, 2001 increased by $7.9 million, or 14.7%, to $61.7 million from $53.8 million for the six months ended June 30, 2000. Operating expenses increased as a percentage of sales to 58.3% for the six months ended June 30, 2001 from 57.4% for the six months ended June 30, 2000. The increase in operating expense during the six months ended June 30, 2001 compared to the six months ended June 30, 2000 was due to higher wage expense caused by certain wage rate pressures, including increased medical insurance and workers compensation insurance costs, primarily at the service center level. The increase in aggregate operating expenses was also due to an increase in vehicle related expenses, including auto insurance, increased promotional activity and greater service and distribution center occupancy and maintenance costs due primarily to expansion. Depreciation and amortization expense for the six month period ending June 30, 2001 decreased by $0.2 million, or 14.3%, to $1.2 million from $1.4 million for the six months ended June 30, 2000. This decrease is primarily related to a continuing decrease in owned vehicles in favor of a vehicle lease program. Income From Operations. Income from operations for the six months ended June 30, 2001 increased by $3.7 million, or 34.6%, to $14.4 million from $10.7 million for the six months ended June 30, 2000. This increase was primarily due to the increase in average revenue per installation unit and was partially offset by an increase in operating expenses as discussed above. Interest Expense. Interest expense for the six months ended June 30, 2001 decreased $0.2 million to $5.2 million from $5.4 million for the six months ended June 30, 2000. Cash interest expense was $4.7 million for the six months ended June 30, 2001 compared to $5.0 million for the six months ended June 30, 2000. The decrease was primarily due to a reduction in outstanding borrowings under the credit facility during the six months ended June 30, 2001 compared to the six months ended June 30, 2000. Net Income. Net income for the six months ended June 30, 2001 increased by $2.9 million to $5.6 million from $2.7 million for the six months ended June 30, 2000. Net income as a percentage of sales increased to 5.3% for the six months ended June 30, 2001 from 2.9% for the six months ended June 30, 2000. The increase in net income and net income margin during the six months ended June 30, 2001 compared to the six months ended June 30, 2000 was primarily due to the impact of higher average revenue per installation unit that was partially offset by an increase in operating expenses and in the provision for income taxes. EBITDA. EBITDA for the six months ended June 30, 2001 increased by $3.5 million, or 28.7%, to $15.7 million from $12.2 million for the six months ended June 30, 2000. EBITDA as a percentage of sales increased to 14.8% for the six months ended June 30, 2001 from 13.0% for the six months ended June 30, 2000. The increase in EBITDA and EBITDA margin for the six months ended June 30, 2001 was primarily due to the impact of higher average revenue per installation unit that was partially offset by an increase in operating expenses as discussed above. Three Months Ended June 30, 2001 Compared to Three Months Ended June 30, 2000 Net Sales. Net sales for the three months ended June 30, 2001 increased by $6.7 million, or 13.6%, to $55.8 million from $49.1 million for the three months ended June 30, 2000. During the three months ended June 30, 2001, installation units increased by 4.3% and revenue per installation unit increased an average of 10.0%. The increase in Diamond's average revenue per installation unit is attributable to stabilization of price compression and to its sales mix. Gross Profit. Gross profit for the three months ended June 30, 2001 increased by $6.6 million, or 19.6%, to $40.3 million from $33.7 million for the three months ended June 30, 2000. Gross profit increased as a percentage of sales to 72.2% for the three months ended June 30, 2001 from 68.6% for the three months ended June 30, 2000. The increase in gross profit for the three months ended June 30, 2001 was primarily due to the increased level of sales and average revenue per installation unit compared to the three months ended June 30, 2000. 9 Operating Expenses. Operating expenses for the three months ended June 30, 2001 increased by $4.0 million, or 14.4%, to $31.8 million from $27.8 million for the three months ended June 30, 2000. Operating expenses increased as a percentage of sales to 57.0% for the three months ended June 30, 2001 from 56.6% for the three months ended June 30, 2000. The increase in operating expense during the three months ended June 30, 2001 compared to the three months ended June 30, 2000 was due to due to higher wage expense caused by certain wage rate pressures, including increased medical insurance and workers compensation insurance costs, primarily at the service center level. The increase in aggregate operating expenses was also due to an increase in vehicle related expenses, including auto insurance, increased promotional activity and greater service and distribution center occupancy and maintenance costs due primarily to expansion. Depreciation and amortization expense for the period ending June 30, 2001 decreased by $0.1 million, or 14.3%, to $0.6 million from $0.7 million for the three months ended June 30, 2000. This decrease is primarily related to a continuing decrease in owned vehicles in favor of a vehicle lease program. Income From Operations. Income from operations for the three months ended June 30, 2001 increased by $2.6 million, or 44.1%, to $8.5 million from $5.9 million for the three months ended June 30, 2000. This increase was primarily due to the increase in average revenue per installation unit and was partially offset by an increase in operating expenses as discussed above. Interest Expense. Interest expense for the three months ended June 30, 2001 held constant at $2.6 million from for the three months ended June 30, 2001 and 2000. Cash interest expense was $2.3 million for the three months ended June 30, 2001 compared to $2.4 million for the three months ended June 30, 2000. The decrease was primarily due to a reduction in outstanding borrowings under the credit facility during the three months ended June 30, 2001 compared to the three months ended June 30, 2000. Net Income. Net income for the three months ended June 30, 2001 increased by $1.6 million to $3.6 million from $2.0 million for the three months ended June 30, 2000. Net income as a percentage of sales increased to 6.5% for the three months ended June 30, 2001 from 4.1% for the three months ended June 30, 2000. The increase in net income and net income margin during the three months ended June 30, 2001 compared to the three months ended June 30, 2000 was primarily due to the impact of higher average revenue per installation unit that was partially offset by an increase in operating expenses and in the provision for income taxes. EBITDA. EBITDA for the three months ended June 30, 2001 increased by $2.5 million, or 37.3%, to $9.2 million from $6.7 million for the three months ended June 30, 2000. EBITDA as a percentage of sales increased to 16.5% for the three months ended June 30, 2001 from 13.6% for the three months ended June 30, 2000. The increase in EBITDA and EBITDA margin for the three months ended June 30, 2001 was primarily due to the impact of higher average revenue per installation unit that was partially offset by an increase in operating expenses as discussed above. Liquidity and Capital Resources Diamond's need for liquidity will arise primarily from the interest payable on its 9 1/4% Senior Notes (the "Notes"), the credit facility and the funding of Diamond's capital expenditures and working capital requirements. There are no mandatory principal payments on the Notes prior to their maturity on April 1, 2008 and, except to the extent that the amount outstanding under the credit facility exceeds the borrowing base, no required payments of principal on the credit facility prior to its expiration on March 27, 2004. 10 Net Cash Provided by Operating Activities. Net cash provided by operating activities for the six months ended June 30, 2001 increased by $1.3 million to $8.0 million from $6.7 million for the six months ended June 30, 2000. The increase was primarily attributable to an increase in Diamond's net earnings, a $3.7 million increase in accrued expenses and a $1.3 million decrease in deferred income taxes which was partially offset by a $3.4 million increase in accounts receivable and a $2.1 million increase in inventory. Net Cash Used in Investing Activities. Net cash used in investing activities for the six months ended June 30, 2001 increased $1.0 million to $1.4 million from $0.4 million used in investing activities for the six months ended June 30, 2000. The primary reason for the variance was an increase in capital expenditures. Net Cash Used in Financing Activities. Net cash used in financing activities for the six months ended June 30, 2001 decreased $5.7 million to $0.6 million from $6.3 million used for the six months ended June 30, 2000. The primary reason for this variance was a decrease in credit facility payments over proceeds for the six months ended June 30, 2001 to $0.5 million from $6.0 million for the six months ended June 30, 2000. Capital Expenditures. Capital expenditures for the six months ended June 30, 2001 were $1.5 million, as compared to $0.4 million for the six months ended June 30, 2000. Capital expenditures for the six months ended June 30, 2001 were made primarily to fund the continued upgrade of Diamond's management information systems. Liquidity. Management believes that Diamond will have adequate capital resources and liquidity to satisfy its debt service obligations, working capital needs and capital expenditure requirements, including those related to the opening of new service centers and distribution centers for the foreseeable future. Diamond's capital resources and liquidity are expected to be provided by Diamond's net cash provided by operating activities and borrowings under the credit facility. Forward-Looking Statements Readers are cautioned that there are statements contained in this report which are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about Diamond, economic and market factors and the industries in which Diamond does business, among other things. These statements are not guarantees of future performance and Diamond has no specific intention to update these statements. These forward-looking statements, like any forward-looking statements, involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. The risks and uncertainties include the effect of overall economic and business conditions, the demand for Diamond's products and services, regulatory uncertainties, the impact of competitive products and pricing, changes in customers' ordering patterns and potential system interruptions. This list should not be construed as exhaustive. Our annual report on Form 10-K in respect of the fiscal year ended December 31, 2000 discusses certain of these risks and uncertainties under the caption "Factors Affecting Future Performance." 11 PART II OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Reports on Form 8-K. Not applicable. 12 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. DIAMOND TRIUMPH AUTO GLASS, INC. Date: August 8, 2001 By: /s/ Michael A. Sumsky ------------------------------------- Name: Michael A. Sumsky Title: Executive Vice President Chief Financial Officer and General Counsel (Principal Financial and Chief Accounting Officer) 13