UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended: December 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 December 26, 1997 was 12,642,000 shares
This Form 10-Q contains 7 pages.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
INDEX
-----
PART I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements
Balance Sheets 3
December 26, 1997 (unaudited) and March 28, 1997
Statements of Income 4
Three months and Nine months ended December 26, 1997
(unaudited) and three months and Nine months ended
December 27, 1996 (unaudited)
Statements of Cash Flow 5
Nine months ended December 26, 1997 (unaudited)
and Nine months ended December 27, 1996 (unaudited)
Notes to Financial Statements (unaudited) 6
Signatures 7
PART I - FINANCIAL INFORMATION
This Form 10-Q/A amends and corrects the Consolidated Financial Statements as
presented in the original Form 10-Q filing dated February 9, 1998
ITEM 1. FINANCIAL STATEMENTS
--------------------
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
December 26, 1997 March 28, 1997
(Unaudited) (Note)
----------------- ---------------
ASSETS
Current Assets:
Cash and Cash Equivalents $ 13,468 $ 1,352
Accounts receivable, net of allowance of $585 at December 1997 and $658
at March 1997 20,916 18,738
Inventories, primarily finished goods 46,632 39,512
Other current assets 1,804 2,683
----------------- --------------
Total current assets 82,820 62,285
Plant, property and equipment, net 12,337 10,750
Intangibles - excess of costs over fair market value of assets 8,906 3,719
Other assets 1,984 2,046
----------------- --------------
Total Assets $ 106,047 $ 78,800
================= ==============
LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
Line of credit $ -- $ 12,629
Bankers acceptance 2,576 3,538
Accounts Payable 7,440 15,994
Accrued liabilities 3,519 2,536
Current portion of long-term debt 1,208 741
----------------- --------------
Total current liabilities 14,743 35,438
Long-term debt, less current portion 86 913
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--50,000,000
Issued and outstanding shares--12,642,000 at December 1997 and
57,194 15,921
Additional paid-in capital 553 553
Retained Earnings 32,876 25,380
----------------- --------------
Total shareholders' equity 90,625 41,854
----------------- --------------
Total liabilities and shareholders' equity $ 106,047 $ 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 NINE MONTHS ENDED
---------------------------------- -----------------------------------
DECEMBER 26, DECEMBER 27, DECEMBER 26, DECEMBER 27,
1997 1996 1997 1996
Net sales $ 57,910 $ 50,177 $ 165,702 $ 139,632
Cost of sales 33,365 29,758 96,996 83,205
--------------- -------------- --------------- -------------
Gross profit 24,545 20,419 68,706 56,427
Operating expenses:
Selling and distribution expenses 16,438 13,627 46,196 38,510
General and Administrative 2,887 3,008 9,188 8,270
Merger Costs 116 435 116 435
Severance costs -- -- 705 --
--------------- -------------- --------------- -------------
Operating income 5,104 3,349 12,501 9,212
Interest income (expense) 161 (290) (10) (1,036)
--------------- -------------- --------------- -------------
Income before income taxes 5,265 3,059 12,491 8,176
Income tax 2,106 1,348 4,996 3,310
--------------- -------------- --------------- -------------
Net Income $ 3,159 $ 1,711 $ 7,495 $ 4,866
=============== ============== =============== =============
Earnings Per Share
Basic $ 0.25 $ 0.18 $ 0.64 $ 0.53
=============== ============== =============== =============
Diluted $ 0.25 $ 0.17 $ 0.63 $ 0.52
=============== ============== =============== =============
Weighted average shares outstanding
Basic 12,642,000 9,750,000 11,674,000 9,239,000
============== ============== ============== ============
Diluted 12,876,000 9,834,000 11,851,000 9,323,000
============== ============== ============== ============
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)
NINE MONTHS ENDED
---------------------------------
DECEMBER 26, DECEMBER 27,
1997 1996
-------------- -------------
Operating activities
Net income $ 7,495 $ 4,866
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 2,251 1,652
Deferred taxes -- 845
Provision for losses on uncollectible accounts (73) (333)
Provision for losses on inventory 107 164
Changes in operating assets and liabilities: (1,514) (174)
Accounts receivable (4,756) (4,715)
Inventories 881 (1,853)
Prepaid expenses, other receivables and other assets (845) 492
Other assets (8,554) 794
Accounts payable (10) 612
Accrued salaries, and other accrued liabilities 993 --
-------------- -------------
Income tax payable (4,025) 2,350
Net cash provided by/(used in) operating activities
Investing activities
Purchases of property, plant and equipment (2,443) (2,987)
Cash paid for acquisitions (5,647) (5,426)
-------------- -------------
Net cash used in investing activities (8,090) (8,413)
Financing activities
Payments under bank credit facility (12,729) (5,500)
Bankers acceptances and other short-term debt, net (963) 2,496
Principal payments on long-term debt (360) (2,724)
Net proceeds on initial public offering -- 11,622
Net proceeds on option exercise 507 --
Net proceeds on secondary offering 37,776 --
-------------- -------------
Net cash provided by financing activities 24,231 5,894
-------------- -------------
Net increase (decrease) in cash 12,116 (169)
Cash at beginning of period 1,352 3,876
-------------- -------------
Cash at end of period $ 13,468 $ 3,707
============== =============
Supplemental disclosures
Interest paid during the period $ 463 $ 624
Income taxes paid during the period $ 3,290 $ 2,776
-------------- -------------
The accompanying notes are an integral part of these consolidated financial
statements.
5
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
(UNAUDITED)
DECEMBER 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 and nine month periods ended December 26, 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. INCOME TAXES
Income tax provisions for interim periods are based on estimated effective
annual income tax rates.
3. NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board Issued Statement
No. 128, Earnings per Share, which the Company adopted on December 26, 1997.
The Company changed the method it uses to compute earnings per share and to
restate all prior periods to comply with Statement No. 128. Under the new
requirements for calculating basic earnings per share, the dilutive effect of
stock options will be excluded. For diluted earnings per share, the dilutive
effect of stock options will be included using the treasury stock method.
4. ACQUISITIONS
During the nine months ended December 26, 1997, the Company completed five
acquisitions, none of which were completed during the most recent quarter. See
"Subsequent Events" below.
5. 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.
6. SUBSEQUENT EVENT
On January 1, 1998, the Company completed mergers with Inteuro Parts
Distributors, Inc.("Inteuro") and Car Body Concepts, Inc. ("Car Body") into
wholly owned subsidiaries of the Company in exchange for an aggregate of
2,000,000 shares of the Company's Common Stock. The transactions will be
accounted for as poolings of interests. The effects on earnings per share,
revenue and net income of the pooling transactions will be reflected
retroactively for the year ended March 28, 1997.
6
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: March 06, 1998
7