PARTS SOURCE INC
10QSB, 1996-08-12
MOTOR VEHICLE SUPPLIES & NEW PARTS
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                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                  ---------------------------------------------

(Mark One)

[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-27864

                             THE PARTS SOURCE, INC.
                              d/b/a Ace Auto Parts
             ------------------------------------------------------  
             (Exact name of registrant as specified in its charter)

            FLORIDA                                       59-3149403
- --------------------------------           ----------------------------------- 
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

     1751 S. Missouri Avenue, Clearwater, Florida           34616
     --------------------------------------------         ---------    
       (Address of principal executive offices)           (Zip Code)

                                 (813) 588-0377
              --------------------------------------------------- 
              (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 of 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
     -------          -------
   
At July 31,  1996,  3,185,000  shares of  Common  Stock of the  Registrant  were
outstanding.



<PAGE>


                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

                                      INDEX
<TABLE>
<CAPTION>


                                                                                   Page
PART I.  FINANCIAL INFORMATION                                                    Number
                                                                                  ------
<S>                                                                                 <C>  
         Item 1.  Financial Statements

                  Condensed Statements of Earnings--Three and six months ended
                    June 30, 1995 and June 30, 1996 (unaudited)                       3

                  Condensed Balance Sheets--December 31, 1995 and
                    June 30, 1996 (unaudited)                                         4

                  Condensed  Statement of Stockholders'  Equity  (Deficit)--
                    Year ended December 31, 1995 and six months ended
                    June 30, 1996 (unaudited)                                         5

                  Condensed Statements of Cash Flows--Six months ended
                    June 30, 1995 and June 30, 1996 (unaudited)                       6

                  Notes to Condensed Financial Statements --June 30, 1996
                    (unaudited)                                                     7-9

         Item 2.  Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                           10-13


PART II. OTHER INFORMATION                                                           14

SIGNATURES                                                                           14



</TABLE>













<PAGE>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements


                                           THE PARTS SOURCE, INC.
                                          (d/b/a Ace Auto Parts)

                                     CONDENSED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>


                                                         Three Months Ended               Six Months Ended
                                                              June 30,                         June 30,
                                                            (unaudited)                      (unaudited)
                                                   ----------------------------    ----------------------------
                                                        1995             1996            1995           1996
                                                   ------------    ------------    ------------    ------------ 
<S>                                                <C>             <C>             <C>             <C>   
Net sales                                          $  5,920,815    $  6,455,098    $ 11,436,422    $ 12,695,816
Cost of goods sold                                    3,740,292       4,074,782       7,220,382       7,998,385
                                                   ------------    ------------    ------------    ------------
     Gross profit                                     2,180,523       2,380,316       4,216,040       4,697,431

Operating, selling, general  and                      1,947,692       2,248,995       3,792,694       4,354,770
                                                   ------------    ------------    ------------    ------------
  administrative expenses

     Earnings from operations                           232,831         131,321         423,346         342,661
                                                   ------------    ------------    ------------    ------------

Other income (expense)
     Interest expense                                  (174,295)        (63,058)       (329,515)       (225,430)
     Other, net                                          13,378          29,535          17,962          36,336
                                                   ------------    ------------    ------------    ------------
                                                       (160,917)        (33,523)       (311,553)       (189,094)
                                                   ------------    ------------    ------------    ------------

Net earnings before income taxes                         71,914          97,798         111,793         153,567
     Provision for income taxes:
         Establishment of deferred income taxes            --            44,400            --            44,400
         Current and deferred income taxes                 --            36,777            --            36,777
                                                   ------------    ------------    ------------    ------------
Net earnings                                       $     71,914    $     16,621    $    111,793    $     72,390
                                                   ============    ============    ============    ============

Pro forma information
     Historical net earnings before income taxes   $     71,914    $     97,798    $    111,793    $    153,567
     Provision for income taxes                          20,202          36,801          31,403          57,787
                                                   ------------    ------------    ------------    ------------
     Pro forma net earnings                        $     51,712    $     60,997    $     80,390    $     95,780
                                                   ============    ============    ============    ============

     Pro forma net earnings per common share       $        .03    $        .02    $        .04    $        .04
                                                   ============    ============    ============    ============


     Weighted average common shares outstanding       2,000,000       3,087,307       2,000,000       2,543,653
                                                   ============    ============    ============    ============











                      The  accompanying  notes  are an  integral  part of  these condensed statements.

</TABLE>

                                                           3

<PAGE>

                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                               December 31,        June 30,
                                                                                  1995              1996
                                                                                                 (unaudited)
                                                                               ------------    ------------
<S>                                                                            <C>             <C>   
                        ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                                  $    192,026    $  1,050,681
    Accounts receivable
        Trade, net of allowance for doubtful accounts of $60,000 and $63,000      1,318,421       1,588,509
        Stockholders                                                                152,222            --
        Other-primarily suppliers                                                   537,914         383,705
    Inventories                                                                   8,042,989       9,220,740
    Prepaid expenses and other                                                       54,148         160,068
                                                                               ------------    ------------
             Total current assets                                                10,297,720      12,403,703

PROPERTY AND EQUIPMENT, NET                                                       1,464,002       1,922,758

OTHER ASSETS
    Goodwill, net of accumulated amortization of $21,000 and $27,000                110,964         104,379
    Other                                                                           145,525          44,411
                                                                               ------------    ------------
                                                                                    256,489         148,790
                                                                               ------------    ------------

                                                                               $ 12,018,211    $ 14,475,251
                                                                               ============    ============

             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Current installments of long-term obligations                              $    251,668    $     92,796
    Current installments of notes payable, related parties                          109,555         137,343
    Accounts payable, trade                                                       5,712,550       5,913,361
    Accrued liabilities                                                             394,249         302,668
                                                                               ------------    ------------
             Total current liabilities                                            6,468,022       6,446,168

LONG-TERM OBLIGATIONS, less current portion                                       5,683,077         273,600

NOTES PAYABLE, RELATED PARTIES, less current portion                                446,179         247,105

OTHER LIABILITIES                                                                    87,827          69,007

DEFERRED INCOME TAXES                                                                  --            84,470

STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock                                                                    --              --
    Common stock                                                                      2,000           3,185
    Additional paid-in capital                                                         --         7,948,220
    Accumulated deficit                                                            (668,894)       (596,504)
                                                                               ------------    ------------
                                                                                   (666,894)      7,354,901
                                                                               ------------    ------------
                                                                               $ 12,018,211    $ 14,475,251
                                                                               ============    ============







                 The accompanying notes are an integral part of these condensed statements.

</TABLE>

                                                 4


<PAGE>


                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

              CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>


                                                             Common       Additional   Accumulated
                                                             Stock     Paid in Capital    Deficit        Total
                                                          -----------   -----------   -----------    -----------
<S>                                                       <C>           <C>           <C>            <C>    
Balance at January 1, 1995                                $     2,000          --     $  (821,279)   $  (819,279)

  Net earnings                                                   --            --         152,385        152,385
                                                          -----------   -----------   -----------    -----------
                                                                                                     
Balance at December 31, 1995                                    2,000          --        (668,894)      (666,894)

  Net earnings (unaudited)                                       --            --          72,390         72,390

  Net proceeds from initial public offering (unaudited)         1,185   $ 7,948,220          --        7,949,405
                                                          -----------   -----------   -----------    -----------

Balance at June 30, 1996 (unaudited)                      $     3,185   $ 7,948.220   $  (596,504)   $ 7,354,901
                                                          ===========   ===========   ===========    ===========









































                       The  accompanying  notes  are an  integral  part  of this condensed statement.

</TABLE>

                                                           5



<PAGE>


                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                     Six Months Ended
                                                                                          June 30,
                                                                                        (unaudited)
                                                                                --------------------------
                                                                                     1995          1996
                                                                                -----------    ----------- 
<S>                                                                             <C>            <C> 
Increase (Decrease) in Cash
Cash flows from operating activities:
    Net earnings                                                                $   111,793    $    72,390
    Adjustments to reconcile net earnings to net cash provided
      by operating activities:
        Depreciation and amortization                                                92,445        128,991
        Deferred income taxes, net                                                     --           60,577
        Other                                                                        (8,504)        (9,153)
        Changes in assets and liabilities, net of acquisitions of businesses:
           (Increase) in accounts receivable                                       (714,691)      (115,138)
           (Increase) in inventories                                             (1,082,528)      (616,843)
           (Increase) decrease in prepaid expenses and other                         13,899        (82,027)
           (Increase) decrease in other assets                                      (19,981)       101,114
           Increase in accounts payable                                           2,038,503        200,811
           (Decrease) in accrued liabilities                                       (100,138)       (91,581)
           (Decrease) in other liabilities                                          (10,000)       (10,000)
                                                                                -----------    -----------
                Net cash provided by (used in) operating activities                 320,798       (360,859)
                                                                                -----------    -----------

Cash flows from investing activities:
    Cash paid for acquisitions of businesses                                           --         (602,423)
    Purchases of property and equipment                                            (241,691)      (533,578)
    Proceeds from disposition of property and equipment                              24,708         17,864
                                                                                -----------    -----------
                Net cash used in investing activities                              (216,983)    (1,118,137)
                                                                                -----------    -----------

Cash flows from financing activities:
    Repayments of long-term obligations                                            (155,399)    (5,611,754)
    Net proceeds from initial public offering                                          --        7,949,405
                                                                                -----------    -----------
                Net cash provided by (used in) financing activities                (155,399)     2,337,651
                                                                                -----------    -----------

Increase (decrease) in cash and cash equivalents                                    (51,584)       858,655

Cash and cash equivalents, January 1                                                233,448        192,026
                                                                                -----------    -----------

Cash and cash equivalents, June 30                                              $   181,864    $ 1,050,681
                                                                                ===========    ===========

















                      The  accompanying  notes  are an  integral  part of  these condensed statements.
</TABLE>

                                                           6


<PAGE>
                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (unaudited)


NOTE A:  BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared in accordance
with the  instructions to Form 10-QSB and do not include all the information and
footnote  disclosures  required by generally accepted accounting  principles for
complete financial statements. The condensed financial statements as of June 30,
1996 and for the three and six months ended June 30, 1995 and 1996 are unaudited
and reflect all adjustments  (consisting only of normal  recurring  adjustments)
which are, in the opinion of management,  necessary for a fair  presentation  of
the  financial  position  and  operating  results for the interim  periods.  The
results of operations for the six months ended June 30, 1996 are not necessarily
indicative  of results  that may be expected  for the year ending  December  31,
1996. The condensed financial  statements should be read in conjunction with the
financial  statements and notes thereto,  together with management's  discussion
and analysis of financial  condition and results of operations,  included in the
prospectus dated April 8, 1996.


NOTE B:  ACQUISITIONS OF BUSINESSES

During the second quarter of 1996, the Company  acquired  substantially  all the
assets of two auto  parts  stores.  These  acquisitions  were  accounted  for as
purchases and  accordingly,  the purchase  price was allocated to the assets and
liabilities  based upon estimated fair value as of the date of acquisition.  The
Company  paid  consideration   totaling   approximately   $603,000  and  assumed
liabilities  totaling   approximately  $24,000  in  exchange  for  approximately
$627,000 of assets. The results of operations of each acquisition is included in
the  accompanying  statements of earnings  from the  acquisition  date.  Had the
acquisitions  occurred at the  beginning of 1995 or 1996,  the results would not
have been materially different from those reported.


NOTE C:  INITIAL PUBLIC OFFERING

On April 8, 1996, the Company  completed an initial public offering of 1,185,000
shares of common stock,  par value of $.001 per share,  for $8.00 per share. The
offering  generated  net proceeds to the Company of $7,949,405  after  deducting
offering  expenses of $298,195.  A portion of such  proceeds were used to reduce
approximately $5,600,000 of long-term indebtedness.  The remaining proceeds will
be used to expand operations and for general working capital purposes.


NOTE D:  LINES OF CREDIT

In  August  1996,  the  Company  signed a  commitment  letter  with a  financial
institution   for  a  $7,000,000   revolving  line  of  credit  and  a  $500,000
non-revolving  line of credit.  The borrowing  limit for the  revolving  line is
determined  by the amount of eligible  inventory  and accounts  receivable.  The
borrowing limit for the non-revolving line is 100% of the assets being purchased
with the funds.  These lines of credit are  available  through July 30, 1998 and
carry a variable  interest rate of the London  Interbank  Offered  Rates (LIBOR)
plus 2%.  These lines, among other  provisions, require the Company to maintain,
at a minimum,  a current ratio of one to one and the ratio of total  liabilities
to  tangible  net  worth not to exceed 2.5 to 1.0.



                                        7

<PAGE>


                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (unaudited)


NOTE E:  PRO FORMA NET EARNINGS PER COMMON SHARE

Pro forma net  earnings  per common  share is computed by dividing pro forma net
earnings by the weighted  average  number of shares of common stock  outstanding
during each period.  Pro forma net earnings  includes a pro forma  provision for
income  taxes  assuming  the  Company  had been  subject to income  taxes as a C
Corporation for all periods presented prior to its initial public offering.

If the initial public offering of 1,185,000  shares of common stock had occurred
on January 1, 1996 and  approximately  $5,551,600  of the total net proceeds had
been applied to the  reduction  of debt,  pro forma net earnings per share would
have  been  $.03 and $.08 for the  three and six  months  ended  June 30,  1996,
respectively (assuming 2,693,947 weighted average common shares outstanding).


NOTE F:  INCOME TAXES

The Company was taxed as a S Corporation  prior to the completion of its initial
public  offering  on  April 8,  1996.  Upon  completion  of its  initial  public
offering,  the company terminated its S Corporation  election and became subject
to federal and state income taxes as a C Corporation.  As a result,  on April 8,
1996,  the  Company  recorded a net  deferred  tax  liability  of $44,400  which
represents the tax effect of the cumulative  temporary  differences  existing on
this date with a corresponding charge to the provision for income taxes. For the
three and six months  ended  June 30,  1996,  the  provision  for  income  taxes
consists of the  one-time  charge and the income taxes  recorded  related to net
earnings subsequent to April 8, 1996.


NOTE G:  STATEMENTS OF CASH FLOW

Supplemental disclosures of cash flow information:

                                                        Six Months Ended
                                                             June 30,
                                                           (unaudited)
                                                   ----------------------------
                                                       1995              1996
                                                   ----------        ----------

    Cash paid for interest                        $   337,000       $   250,000
                                                   ==========        ==========







                                        8

<PAGE>

                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  June 30, 1996
                                   (unaudited)



Supplemental schedule of noncash investing and financing activities:

         During  the six  months  ended  June 30,  1995,  the  Company  incurred
         approximately  $10,482  of  obligations  under  capital  leases for the
         acquisition of equipment.


         The Company  purchased  substantially  all the assets of two auto parts
         stores during the six months ended June 30, 1996. In  conjunction  with
         the  acquisitions,  assets  acquired  and  liabilities  assumed were as
         follows:

                  Fair value of assets acquired                  $ 626,763
                  Cash paid                                        602,423
                                                                 --------- 
                           Liabilities assumed                   $  24,340
                                                                 =========






























                                        9

<PAGE>
                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations for the three
months and six months  ended June 30,  1995 and June 30,  1996 should be read in
conjunction  with the  Condensed  Financial  Statements  of the Company with the
accompanying notes.

Results of Operations

The following table sets forth selected financial  information  derived from the
Company's  statements of earnings expressed as a percentage of net sales for the
periods indicated.

                                     Three Months Ended        Six Months Ended
                                          June 30,                 June 30,
                                        (unaudited)              (unaudited)
                                     ------------------        ----------------
                                     1995         1996         1995      1996
                                    ------       ------       ------     ------
Net Sales                           100.0%       100.0%       100.0%     100.0%
Cost of goods sold                   63.2         63.1         63.1       63.0
                                    ------       ------       ------     ------

     Gross profit                    36.8         36.9         36.9       37.0

Operating, selling, general and
   administrative expenses           32.9         34.9         33.2       34.3
                                    ------       ------       ------     ------

     Earnings from operations         3.9          2.0          3.7        2.7

Other income (expense)
     Interest expense                (2.9)        (1.0)        (2.9)      (1.8)
     Other, net                       0.2          0.5          0.2        0.3
                                    ------       ------       ------     ------

Net earnings before income taxes      1.2          1.5          1.0        1.2

Provision for income taxes              -         (1.2)           -       (0.6)
                                    ------       ------       ------     ------

Net earnings                          1.2%         0.3%         1.0%       0.6%
                                    ======       ======       ======     ======


Three Months Ended June 30, 1995 Compared to Three Months Ended June 30, 1996.

NET SALES.  Product sales increased by approximately  $534,000 or 9.0% from $5.9
million for the three  months  ended June 30, 1995 to $6.5 million for the three
months ended June 30, 1996.  $331,000 of this increase was due to an increase in
sales  relating to the opening of one store in December of 1995 and the purchase
of two stores in the second  quarter of 1996.  The  remaining  $203,000  or 3.4%
increase in net sales resulted from same store sales growth.


                                       10

<PAGE>


                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

COST OF GOODS SOLD. Cost of goods sold increased from $3.7 million for the three
months  ended June 30, 1995 to $4.1  million for the three months ended June 30,
1996. This increase was primarily attributable to sales increases. Cost of goods
sold as a percentage of sales was relatively constant.

OPERATING,   SELLING,  GENERAL  AND  ADMINISTRATIVE  ("OSG&A")  EXPENSES.  OSG&A
expenses  increased  $301,303  from $1.9 million for the three months ended June
30, 1995 to $2.2 million for the three months ended June 30, 1996. The increased
dollar  amount  of OSG&A  expenses  resulted  primarily  from  additional  store
personnel and delivery  expenses to support the increased sales volume and other
overhead expenses incurred in anticipation of acquiring new stores. The increase
in OSG&A expenses as a percentage of net sales resulted  primarily from overhead
expenses incurred in anticipation of acquiring new stores.

INTEREST  EXPENSE.  Interest  expense  decreased  $111,237 from $174,295 for the
three  months ended June 30, 1995 to $63,058 for the three months ended June 30,
1996. The decreased  interest expense  resulted  primarily from the repayment of
debt from the initial public offering completed on April 8, 1996.

PROVISION  FOR INCOME TAXES.  The Company was taxed as a S Corporation  prior to
the completion of its initial  public  offering on April 8, 1996. In conjunction
with the completion of the initial public offering,  the Company was required to
record the cumulative tax effect of its net deferred  income taxes of $44,400 on
this date.  As a result,  the  provision  for income  taxes for the three months
ended June 30, 1996 includes  this one-time  charge and the income taxes related
to the net earnings recorded subsequent to April 8, 1996.


Six Months Ended June 30, 1995 Compared to Six Months Ended June 30, 1996.

NET SALES.  Product sales increased by approximately  $1.3 million or 11.0% from
$11.4  million for the six months  ended June 30, 1995 to $12.7  million for the
six months ended June 30, 1996. $469,000 of this increase was due to an increase
in sales  relating  to the  opening of one new store in December of 1995 and two
new  stores in the  second  quarter  of 1996.  The  remaining  $790,000  or 6.9%
increase in net sales resulted from same store sales growth.

COST OF GOODS SOLD.  Cost of goods sold  increased from $7.2 million for the six
months  ended June 30,  1995 to $8 million for the three  months  ended June 30,
1996. This increase was primarily attributable to sales increases. Cost of goods
sold as a percentage of sales was relatively constant.








                                       11

<PAGE>

                             THE PARTS SOURCE, INC.

                             (d/b/a Ace Auto Parts)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

OPERATING,   SELLING,  GENERAL  AND  ADMINISTRATIVE  ("OSG&A")  EXPENSES.  OSG&A
expenses  increased $562,076 from $3.8 million for the six months ended June 30,
1995 to $4.4  million  for the six months  ended June 30,  1996.  The  increased
dollar  amount  of OSG&A  expenses  resulted  primarily  from  additional  store
personnel and delivery  expenses to support the increased sales volume and other
overhead expenses incurred in anticipation of acquiring new stores. The increase
in OSG&A expenses as a percentage of net sales resulted  primarily from overhead
expenses incurred in anticipation of acquiring new stores.

INTEREST EXPENSE.  Interest expense decreased $104,085 from $329,515 for the six
months  ended June 30, 1995 to $225,430  for the six month ended June 30,  1996.
The decreased  interest  expense  resulted  primarily from the repayment of debt
from the initial public offering completed on April 8, 1996.

PROVISION  FOR INCOME TAXES.  The Company was taxed as a S Corporation  prior to
the completion of its initial  public  offering on April 8, 1996. In conjunction
with the completion of the initial public offering,  the Company was required to
record the cumulative tax effect of its net deferred  income taxes of $44,400 on
this date. As a result,  the provision for income taxes for the six months ended
June 30, 1996 includes this one-time  charge and the income taxes related to the
net earnings recorded subsequent to April 8, 1996.

NEW ACCOUNTING PRONOUNCEMENTS. In March 1995, the Financial Accounting Standards
Board (FASB) issued Statement of Financial  Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of". This pronouncement requires impairment losses to be recorded on
long-lived assets used in operations when impairment  indicators are present and
the  undiscounted  cash flows estimated to be generated by those assets are less
than the assets' carrying amount.  The Company has adopted SFAS 121 in the first
quarter  of 1996  and the  adoption  had no  material  effect  on the  financial
statements.

SFAS No 123  "Accounting  for Stock Based  Compensation"  has been issued by the
FASB in October, 1995. As it relates to stock options granted to employees, SFAS
No. 123  permits  companies  who have not done so already to,  either  adopt the
accounting method promulgated by Accounting Principles Board Opinion No. 25 (APB
No. 25) "Accounting for Stock Issued to Employees" to measure  compensation,  or
to adopt the fair value base method  prescribed by SFAS No. 123.  Management has
not adopted the  provisions of SFAS No. 123 related to employee  stock  options.
However,  the Company has implemented the remaining  provisions of SFAS No. 123,
effective January 1, 1996.








                                       12

<PAGE>

                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The Company's primary capital  requirements have been the repayment of long-term
debt,  funding  of new  store  acquisitions,  increased  inventory  levels,  the
expansion of the delivery  vehicle  fleet and new computer  enhancements.  These
capital requirements have been primarily funded by net proceeds from the initial
public offering which occurred on April 8, 1996. The Company has also used trade
credit to finance its inventory expansion.  The Company believes that it will be
able to continue  financing its inventory  growth through the extension of trade
credit from its vendors

The Company  proposes to continue to expand its  operations by acquiring 6 to 10
stores in the next nine month  period.  The total cost is expected to range from
$1.8 to $4.3  million.  The funds  needed  will be  provided  by initial  public
offering  proceeds and debt  financing.  

In  August  1996,  the  Company  signed a  commitment  letter  with a  financial
institution   for  a  $7,000,000   revolving  line  of  credit  and  a  $500,000
non-revolving  line of credit.  The borrowing  limit for the  revolving  line is
determined  by the amount of eligible  inventory  and accounts  receivable.  The
borrowing limit for the non-revolving line is 100% of the assets being purchased
with the funds.  These lines of credit are  available  through July 30, 1998 and
carry a variable  interest rate of the London  Interbank  Offered  Rates (LIBOR)
plus 2%.  These lines, among other  provisions, require the Company to maintain,
at a minimum,  a current ratio of one to one and the ratio of total  liabilities
to  tangible  net  worth not to exceed 2.5 to 1.0. The Company anticipates using
these lines of credit to finance its expansion program.

Management  believes that the  remaining  net proceeds  from the initial  public
offering, the Company's existing cash, cash expected to be provided by operating
activities,  and  proposed  lines  of  credit  will be  sufficient  to meet  the
Company's  working capital and capital  expenditure  needs for at least the next
twelve months.














                                       13



<PAGE>


                             THE PARTS SOURCE, INC.
                             (d/b/a Ace Auto Parts)


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
                  None

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

Item 5.  Other Information
                  None

Item 6.  Exhibits and Reports on Form 8-K
                  Exhibit 27 - Financial Data Schedule (Electronic filing only)



                                   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.

                                               The Parts Source, Inc.
                                                d/b/a Ace Auto Parts


                                   --------------------------------------------
                                                  (Registrant)

      August 12, 1996
- -----------------------  
          (Date)

                                            /s/ Robert B. Morgan
                                   --------------------------------------------
                                                Robert B. Morgan
                                      Chief Financial and Accounting Officer
                                   (Principal Financial and Accounting Officer)



                                       14

<TABLE> <S> <C>


        

<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS OF THE PARTS SOURCE,  INC.  (D/B/A ACE AUTO PARTS) FOR THE
SIX MONTHS ENDED JUNE 30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       1,050,681
<SECURITIES>                                         0
<RECEIVABLES>                                1,651,509
<ALLOWANCES>                                    63,000
<INVENTORY>                                  9,220,740
<CURRENT-ASSETS>                            12,403,703
<PP&E>                                       2,389,280 
<DEPRECIATION>                                 466,522
<TOTAL-ASSETS>                              14,475,251
<CURRENT-LIABILITIES>                        6,446,168
<BONDS>                                        520,705
                                0
                                          0 
<COMMON>                                         3,185
<OTHER-SE>                                   7,351,716
<TOTAL-LIABILITY-AND-EQUITY>                14,475,251
<SALES>                                     12,695,816 
<TOTAL-REVENUES>                            12,695,816
<CGS>                                        7,998,385
<TOTAL-COSTS>                                4,354,770
<OTHER-EXPENSES>                               (36,336) 
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             225,430
<INCOME-PRETAX>                                153,567 
<INCOME-TAX>                                    81,177
<INCOME-CONTINUING>                             72,390  
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    72,390
<EPS-PRIMARY>                                      .03 
<EPS-DILUTED>                                      .03

        

</TABLE>


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