<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 1996
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
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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 CHECKMARK 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
REQUIREMENT FOR THE PAST 90 DAYS.
YES X NO
----- -----
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK, NO PAR VALUE,
AT SEPTEMBER 27, 1996 WAS 7,300,000 SHARES.
THIS FORM 10-Q CONTAINS 12 PAGES.
(1)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS 3
SEPTEMBER 27, 1996 (UNAUDITED) AND MARCH 29, 1996
STATEMENTS OF INCOME 4
THREE MONTHS AND SIX MONTHS ENDED SEPTEMBER 27, 1996
(UNAUDITED) AND THREE MONTHS AND SIX MONTHS ENDED
SEPTEMBER 29,1995 (UNAUDITED)
STATEMENTS OF CASH FLOWS 5
SIX MONTHS ENDED SEPTEMBER 27, 1996 (UNAUDITED)
AND SIX MONTHS ENDED SEPTEMBER 29,1995 (UNAUDITED)
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) 6-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 8-10
RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 12
(2)
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
ASSETS
SEPTEMBER 27, MARCH 29,
1996 1996
---- ----
(UNAUDITED) (NOTE)
CURRENT ASSETS:
CASH . . . . . . . . . . . . . . . . . . . . . . . . $ 2,384 $ 2,677
ACCOUNTS RECEIVABLE, LESS ALLOWANCE FOR DOUBTFUL
ACCOUNTS OF $354 AT SEPTEMBER 1996
AND $280 AT MARCH 1996 . . . . . . . . . . . . . . 10,565 10,799
INVENTORIES, PRIMARILY FINISHED GOODS. . . . . . . . 23,046 22,226
OTHER CURRENT ASSETS . . . . . . . . . . . . . . . . 1,489 1,328
------- -------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . 37,484 37,030
PROPERTY, PLANT AND EQUIPMENT, NET:. . . . . . . . . . 5,448 4,331
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . 3,561 1,674
------- -------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . $46,493 $43,035
------- -------
------- -------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
LINE OF CREDIT . . . . . . . . . . . . . . . . . . . $ 6,650 $12,250
BANKERS ACCEPTANCES AND OTHER SHORT TERM DEBT. . . . 3,011 3,520
ACCOUNTS PAYABLE . . . . . . . . . . . . . . . . . . 4,653 8,597
NOTE PAYABLE TO RELATED PARTY. . . . . . . . . . . . 150 150
ACCRUED LIABILITIES. . . . . . . . . . . . . . . . . 2,282 1,794
LONG TERM DEBT, DUE WITHIN ONE YEAR. . . . . . . . . 137 400
------- -------
TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . 16,883 26,711
LONG-TERM DEBT, LESS CURRENT PORTION . . . . . . . . . 35 813
ACCRUED PENSION COST . . . . . . . . . . . . . . . . . 36 36
SHAREHOLDERS' EQUITY:
PREFERRED STOCK, NO PAR VALUE:
AUTHORIZED SHARES -- 3,000,000
NONE ISSUED AND OUTSTANDING
COMMON STOCK, NO PAR VALUE:
AUTHORIZED SHARES - 20,000,000
ISSUED AND OUTSTANDING SHARES -- 7,300,000 AT
SEPTEMBER 1996 AND 5,800,000 AT MARCH 1996 AT
STATED VALUE . . . . . . . . . . . . . . . . . . 16,054 4,299
ADDITIONAL PAID-IN CAPITAL . . . . . . . . . . . . . 436 436
RETAINED EARNINGS. . . . . . . . . . . . . . . . . . 13,049 10,740
------- -------
TOTAL SHAREHOLDERS' EQUITY . . . . . . . . . . . . 29,539 15,475
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . $46,493 $43,035
------- -------
------- -------
SEE ACCOMPANYING NOTES
NOTE: THE BALANCE SHEET AT MARCH 29, 1996 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)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------- ----------------
SEPTEMBER 27, SEPTEMBER 29, SEPTEMBER 27, SEPTEMBER 29,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES. . . . . . . . . . . . . . . $ 31,373 $ 26,970 $ 63,536 $ 53,493
COST OF SALES. . . . . . . . . . . . . 18,875 16,514 38,354 32,572
-------- -------- -------- --------
GROSS PROFIT . . . . . . . . . . . . . 12,498 10,456 25,182 20,921
OPERATING EXPENSES:
SELLING AND DISTRIBUTION EXPENSES. . 8,346 7,256 17,073 14,773
GENERAL AND ADMINISTRATIVE . . . . . 1,961 1,770 3,850 3,579
-------- -------- -------- --------
OPERATING INCOME . . . . . . . . . . . 2,191 1,430 4,259 2,569
INTEREST EXPENSE . . . . . . . . . . . 143 287 411 563
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES . . . . . . 2,048 1,143 3,848 2,006
INCOME TAXES . . . . . . . . . . . . . 819 457 1,539 802
-------- -------- -------- --------
NET INCOME . . . . . . . . . . . . . . $ 1,229 $ 686 $ 2,309 $ 1,204
-------- -------- -------- --------
-------- -------- -------- --------
NET INCOME PER SHARE . . . . . . . . . $ 0.17 $ 0.12 $ 0.35 $ 0.21
-------- -------- -------- --------
-------- -------- -------- --------
WEIGHTED AVERAGES SHARES OUTSTANDING . 7,300,000 5,800,000 6,616,000 5,800,000
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
SEE ACCOMPANYING NOTES
(4)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
SIX MONTHS ENDED
----------------
SEPTEMBER SEPTEMBER
27, 1996 29, 1995
-------- --------
OPERATING ACTIVITIES
NET INCOME . . . . . . . . . . . . . . . . . . . . . . $ 2,309 $ 1,204
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH USED IN
OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION. . . . . . . . . . . . . 471 440
DEFERRED TAXES . . . . . . . . . . . . . . . . . . . . (120) --
PROVISION FOR LOSSES ON UNCOLLECTIBLE ACCOUNTS . . . . 96 59
PROVISION FOR LOSSES ON INVENTORY. . . . . . . . . . . 440 285
CHANGES IN OPERATING ASSETS AND LIABILITIES:
ACCOUNTS RECEIVABLE. . . . . . . . . . . . . . . . . 894 (423)
INVENTORIES. . . . . . . . . . . . . . . . . . . . . 764 (2,442)
PREPAID EXPENSES, OTHER RECEIVABLES AND OTHER
ASSETS. . . . . . . . . . . . . . . . . . . . . . . (304) 539
ACCOUNTS PAYABLE . . . . . . . . . . . . . . . . . . (3,944) (1,571)
ACCRUED SALARIES, AND OTHER ACCRUED LIABILITIES. . . 488 (685)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . 1,094 (2,594)
INVESTING ACTIVITIES
PURCHASES OF PROPERTY, PLANT AND EQUIPMENT . . . . . . (1,167) (343)
CASH PAID FOR ACQUISITIONS . . . . . . . . . . . . . . (4,825) --
-------- --------
NET CASH USED IN INVESTING ACTIVITIES. . . . . . . . . (5,992) (343)
FINANCING ACTIVITIES
PAYMENTS UNDER BANK CREDIT FACILITY. . . . . . . . . . (5,600) --
BANKERS ACCEPTANCES AND OTHER SHORT-TERM DEBT, NET . . (509) 1,387
PAYMENTS ON NOTES PAYABLE TO OFFICERS, SHAREHOLDERS
AND OTHER RELATED PARTIES . . . . . . . . . . . . . . -- (344)
PRINCIPAL PAYMENTS ON LONG-TERM DEBT . . . . . . . . . (1,041) (366)
NET PROCEEDS OF INITIAL PUBLIC OFFERING. . . . . . . . 11,755 --
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . 4,605 677
NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . . (293) (2,260)
CASH AT BEGINNING OF PERIOD. . . . . . . . . . . . . . 2,677 3,916
CASH AT END OF PERIOD. . . . . . . . . . . . . . . . . $2,384 $1,656
-------- --------
SUPPLEMENTAL DISCLOSURES
INTEREST PAID DURING THE PERIOD. . . . . . . . . . . $ 338 $ 550
INCOME TAXES PAID DURING THE PERIOD. . . . . . . . . $1,158 $ 642
SEE ACCOMPANYING NOTES
(5)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
SEPTEMBER 27, 1996
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 SIX MONTH PERIOD ENDED SEPTEMBER 27, 1996 ARE NOT NECESSARILY
INDICATIVE OF THE RESULTS THAT MAY BE EXPECTED FOR THE FULL YEAR ENDED MARCH 28,
1997. FOR FURTHER INFORMATION, REFER TO THE FINANCIAL STATEMENTS AND FOOTNOTES
THERETO FOR THE YEAR ENDED MARCH 29, 1996, INCLUDED IN THE KEYSTONE AUTOMOTIVE
INDUSTRIES, INC. REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-3994) FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 18, 1996 AND DECLARED
EFFECTIVE ON JUNE 20, 1996.
2. SHAREHOLDERS EQUITY
ON APRIL 16, 1996, THE COMPANY AMENDED ITS ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED SHARES OF COMMON STOCK TO 20,000,000 AND TO AUTHORIZE
3,000,000 SHARES OF PREFERRED STOCK AND TO EFFECT A COMMON STOCK SPLIT OF 3.8467
TO 1. NO PREFERRED STOCK HAS BEEN ISSUED. ALL SHARE AND PER SHARE AMOUNTS IN
THESE FINANCIAL STATEMENTS HAVE BEEN ADJUSTED FOR THE COMMON STOCK SPLIT.
ON JUNE 20, 1996, THE COMPANY COMPLETED ITS INITIAL PUBLIC OFFERING OF
3,105,000 SHARES OF COMMON STOCK AT $9.00 PER SHARE; 1,500,000 SHARES WERE SOLD
BY THE COMPANY AND 1,605,000 SHARES WERE SOLD BY SELLING SHAREHOLDERS. THE
EXPENSES OF THE OFFERING INCLUDING UNDERWRITER'S DISCOUNTS AND COMMISSIONS,
LEGAL, AUDITING, PRINTING AND OTHER COSTS ARE ESTIMATED TO BE $1,745,000 AS OF
SEPTEMBER 27,1996. BASED ON THESE ESTIMATES, THE NET PROCEEDS TO THE COMPANY
ARE $11,755,000. ACTUAL RESULTS COULD DIFFER FROM THESE ESTIMATES.
ON JUNE 20, 1996, THE COMPANY GRANTED INCENTIVE STOCK OPTIONS TO PURCHASE
AN AGGREGATE OF 200,000 SHARES OF THE COMPANY'S COMMON STOCK AT AN EXERCISE
PRICE OF $9.00 PER SHARE TO CERTAIN EMPLOYEES OF THE COMPANY. THE OPTIONS
BECOME EXERCISABLE ON A CUMULATIVE BASIS AT A RATE OF 25% PER YEAR, COMMENCING
ONE YEAR FROM THE DATE OF GRANT AND EXPIRE TEN YEARS FROM THE DATE OF GRANT. IN
ADDITION, THE COMPANY GRANTED NON-QUALIFIED STOCK OPTIONS TO PURCHASE AN
AGGREGATE OF 20,000 SHARES OF COMMON STOCK TO TWO NON-EMPLOYEE DIRECTORS OF THE
COMPANY. THE OPTIONS VEST IMMEDIATELY AT AN EXERCISE PRICE OF $9.00 PER SHARE
AND EXPIRE FIVE YEARS FROM THE DATE OF GRANT.
3. EARNINGS PER SHARE
EARNINGS PER SHARE ARE COMPUTED USING THE WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK AND COMMON STOCK EQUIVALENTS ATTRIBUTABLE TO STOCK OPTIONS.
COMMON STOCK EQUIVALENTS WERE CALCULATED USING THE TREASURY STOCK METHOD.
4. INCOME TAXES
INCOME TAX PROVISIONS FOR INTERIM PERIODS ARE BASED ON ESTIMATED EFFECTIVE
ANNUAL INCOME TAX RATES.
(6)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
5. NEW ACCOUNTING STANDARDS
IN MARCH 1995, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED STATEMENT OF
FINANCIAL ACCOUNTING STANDARDS NO. 121 (FAS 121), ACCOUNTING FOR THE IMPAIRMENT
OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, WHICH REQUIRES
IMPAIRMENT LOSSES TO BE RECORDED ON LONG-LIVED ASSETS USED IN OPERATIONS WHEN
INDICATORS OF IMPAIRMENT ARE PRESENT AND THE UNDISCOUNTED CASH FLOWS ESTIMATED
TO BE GENERATED BY THOSE ASSETS ARE LESS THAN THE ASSETS' CARRYING AMOUNT.
STATEMENT 121 ALSO ADDRESSES THE ACCOUNTING FOR LONG-LIVED ASSETS THAT ARE
EXPECTED TO BE DISPOSED OF. THE COMPANY ADOPTED STATEMENT 121 IN 1997 AND,
BASED ON CURRENT CIRCUMSTANCES, DOES NOT BELIEVE THE EFFECT OF ADOPTION WILL BE
MATERIAL.
IN OCTOBER 1995, THE FINANCIAL ACCOUNTING STANDARDS BOARD ISSUED STATEMENT
OF FINANCIAL ACCOUNTING STANDARDS NO. 123 (FAS 123), ACCOUNTING FOR STOCK-BASED
COMPENSATION. THE COMPANY ELECTED TO CONTINUE TO MEASURE COMPENSATION COST FOR
ITS EMPLOYEE STOCK COMPENSATION PLANS USING THE INTRINSIC VALUE-BASED METHOD OF
ACCOUNTING PRESCRIBED BY ACCOUNTING PRINCIPLES BOARD OPINION NO. 25, ACCOUNTING
FOR STOCK ISSUED TO EMPLOYEES. PRO FORMA DISCLOSURE OF NET EARNINGS AND NET
EARNINGS PER SHARE WILL REFLECT THE DIFFERENCE BETWEEN COMPENSATION COST
INCLUDED IN NET EARNINGS AND THE RELATED COST MEASURED BY THE FAIR-VALUE BASED
METHOD DEFINED IN FAS 123, INCLUDING TAX EFFECTS, THAT WOULD HAVE BEEN
RECOGNIZED IN THE CONSOLIDATED STATEMENT OF EARNINGS IF THE FAIR VALUE-BASED
METHOD HAD BEEN USED.
6. ACQUISITIONS
THE COMPANY COMPLETED THREE ACQUISITIONS OF DISTRIBUTORS OF AFTERMARKET
COLLISION REPLACEMENT PARTS DURING THE PERIOD. THE AGGREGATE PURCHASE PRICE OF
THE ACQUISITIONS WAS APPROXIMATELY $4,800,000 AND THEY WERE ACCOUNTED FOR USING
THE PURCHASE ACCOUNTING METHOD.
7. SUBSEQUENT EVENT
ON OCTOBER 31, 1996, THE COMPANY COMPLETED THE ACQUISITION OF STOCKTON
PLATING CO. STOCKTON PLATING IS ENGAGED IN THE DISTRIBUTION OF NEW AND RECYCLED
BUMPERS IN NORTHERN AND CENTRAL CALIFORNIA WITH HISTORICAL REVENUES OF
APPROXIMATELY $5,000,000.
(7)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE MATTERS
ADDRESSED IN THIS ITEM 2 CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE COMPANY'S
MANAGEMENT. THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (THE "ACT")
PROVIDES CERTAIN "SAFE HARBOR" PROVISIONS FOR FORWARD-LOOKING STATEMENTS. ALL
FORWARD-LOOKING STATEMENTS MADE IN THIS QUARTERLY REPORT ON FORM 10-Q ARE MADE
PURSUANT TO THE ACT.
GENERAL
ON AUGUST 27, 1996, THE COMPANY COMPLETED THE ACQUISITION OF FIVE SERVICE
CENTERS LOCATED IN MOBILE, MONTGOMERY, BIRMINGHAM, DOTHAN AND HUNTSVILLE,
ALABAMA, BRINGING TO 46 THE NUMBER OF SERVICE CENTERS THE COMPANY OPERATES
NATIONWIDE. FOR THE PERIOD ENDED ON SEPTEMBER 27, 1996, THESE SERVICE CENTERS
CONTRIBUTED REVENUES OF APPROXIMATELY $941,000.
ON SEPTEMBER 16, 1996, THE COMPANY ACQUIRED THE ASSETS OF AUGUSTA BUMPER
AND GLASS (AUGUSTA) LOCATED IN AUGUSTA, GEORGIA. AUGUSTA HAD HISTORICAL ANNUAL
REVENUES OF APPROXIMATELY $1,800,000 AND WILL BE OPERATED AS A DEPOT OF THE
COMPANY'S ATLANTA SERVICE CENTER.
ON SEPTEMBER 23, 1996, THE COMPANY ACQUIRED THE ASSETS RELATED TO THE
AFTERMARKET COLLISION REPLACEMENT PARTS BUSINESS OF GLENN AUTOMOTIVE (GLENN.)
GLENN HAD HISTORICAL ANNUAL REVENUES OF APPROXIMATELY $1,800,000 AND OPERATED
TWO LOCATIONS, ATLANTA, GEORGIA AND CHATTANOOGA, TENNESSEE. THE OPERATIONS OF
GLENN HAVE BEEN MERGED INTO THE COMPANY'S EXISTING SERVICE CENTERS IN ATLANTA
AND CHATTANOOGA.
DUE TO THE INTEGRATION OF THE AUGUSTA AND GLENN OPERATIONS INTO EXISTING
KEYSTONE SERVICE CENTERS, THE COMPANY IS UNABLE TO DETERMINE THE AMOUNT OF
REVENUES OR INCOME THESE OPERATIONS HAVE CONTRIBUTED FOR THE PERIOD.
RESULTS OF OPERATIONS
THE FOLLOWING TABLE SETS FORTH FOR THE PERIODS INDICATED, CERTAIN SELECTED
INCOME STATEMENT ITEMS AS A PERCENTAGE OF NET SALES.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
SEPTEMBER 27, SEPTEMBER 29, SEPTEMBER 27, SEPTEMBER 29,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES. . . . . . . . . . . . . . . . 100.0% 100.0% 100.0% 100.0%
COST OF SALES. . . . . . . . . . . . . . 60.2 61.2 60.4 60.9
GROSS PROFIT . . . . . . . . . . . . . 39.8 38.8 39.6 39.1
SELLING AND DISTRIBUTION EXPENSES. . . . 26.6 26.9 26.9 27.6
GENERAL AND ADMINISTRATIVE EXPENSES. . . 6.3 6.6 6.1 6.7
INCOME FROM OPERATIONS . . . . . . . . 6.9 5.3 6.7 4.8
INTEREST EXPENSE . . . . . . . . . . . 0.1 0.8 0.1 0.2
NET INCOME . . . . . . . . . . . . . . 3.9% 2.5% 3.6% 2.2%
---- ---- ---- ----
---- ---- ---- ----
</TABLE>
(8)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
NET SALES WERE $31,373,000 FOR THE THREE MONTHS ENDED SEPTEMBER 27, 1996
COMPARED TO $26,970,000 FOR THE THREE MONTHS ENDED SEPTEMBER 29, 1995, AN
INCREASE OF $4,403,000 OR 16%. THIS INCREASE WAS DUE PRIMARILY TO AN INCREASE
OF $2,246,000 IN SALES OF AUTOMOTIVE BODY PARTS (INCLUDING FENDERS, HOODS,
HEADLIGHTS, RADIATORS, GRILLES AND OTHER CRASH PARTS), AN INCREASE OF $929,000
IN SALES OF NEW AND RECYCLED BUMPERS AND AN INCREASE OF $552,000 IN THE SALE OF
PAINT AND RELATED MATERIALS WHICH INCREASES REPRESENT INCREASES OF APPROXIMATELY
20%, 10% AND 13%, RESPECTIVELY, OVER THE COMPARABLE PERIOD IN FISCAL 1995. IN
ADDITION, THE COMPANY SOLD APPROXIMATELY $511,000 OF REMANUFACTURED ALLOY WHEELS
IN THE SECOND QUARTER OF FISCAL 1997. THERE WERE NO SALES OF REMANUFACTURED
ALLOY WHEELS DURING THE PRIOR YEAR PERIOD.
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 27, 1996, NET SALES WERE
$63,536,000 COMPARED TO $53,493,000 FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 29,
1995, AN INCREASE OF $10,043,000 OR APPROXIMATELY 19%. THE COMPANY RECORDED
SALES GAINS OF $5,630,000 IN AUTOMOTIVE BODY PARTS, $2,523,000 IN NEW AND
RECYCLED BUMPERS, $769,000 IN PAINT AND RELATED MATERIALS AND $785,000 IN THE
SALE OF REMANUFACTURED ALLOY WHEELS. THESE SALES GAINS REPRESENT INCREASES OF
25%, 14% AND 9% FOR AUTOMOTIVE BODY PARTS, BUMPERS AND PAINT RESPECTIVELY.
THERE WERE NO SALES OF REMANUFACTURED ALLOY WHEELS IN THE PRIOR YEAR PERIOD.
MANAGEMENT ATTRIBUTES THE INCREASED SALES TO THE INCREASED USE OF
AFTERMARKET COLLISION REPLACEMENT PARTS, INCREASED PENETRATION OF EXISTING
PRODUCT LINES AND FOR THE YEAR TO DATE SALES RESULTS, THE CARRYOVER OF THE
SEVERE WINTER WEATHER EXPERIENCED IN MANY PARTS OF THE NORTHEAST AND MIDWEST
UNITED STATES.
GROSS PROFIT INCREASED TO $12,498,000 (39.8% OF NET SALES) FOR THE THREE
MONTHS ENDED SEPTEMBER 27, 1996 FROM $10,456,000 (38.8% OF NET SALES) FOR THE
THREE MONTHS ENDED SEPTEMBER 29, 1995, AN INCREASE OF 20%, PRIMARILY AS A RESULT
OF THE INCREASE IN NET SALES.
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 27, 1996, GROSS PROFIT INCREASED
TO $25,182,000 (39.6% OF NET SALES) COMPARED TO $20,921,000 (39.1% OF NET SALES)
FOR THE SIX MONTHS ENDED SEPTEMBER 29, 1995, PRIMARILY AS A RESULT OF THE
INCREASE IN NET SALES.
THE COMPANY'S TARGET GROSS PROFIT MARGIN HAS, AND IS EXPECTED TO CONTINUE
TO FLUCTUATE DEPENDING ON A NUMBER OF FACTORS, INCLUDING BUT NOT LIMITED TO,
PRODUCT MIX, ACQUISITIONS, COMPETITION AND NEW PRODUCT INTRODUCTIONS.
SELLING AND DISTRIBUTION EXPENSES INCREASED TO $8,346,000 (26.6% OF NET
SALES) FOR THE THREE MONTHS ENDED SEPTEMBER 27, 1996 FROM $7,256,000 (26.9% OF
NET SALES) FOR THE THREE MONTHS ENDED SEPTEMBER 29, 1995, AN INCREASE OF 15%.
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 27, 1996, SELLING AND DISTRIBUTION
EXPENSES INCREASED TO $17,073,000 (26.9% OF NET SALES) COMPARED TO $14,773,000
(27.6% OF NET SALES FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 29, 1995, AN
INCREASE OF 15.6%.
GENERAL AND ADMINISTRATIVE EXPENSES INCREASED TO $1,961,000 (6.3% OF NET
SALES) FOR THE THREE MONTHS ENDED SEPTEMBER 27, 1996 FROM $1,770,000 (6.6% OF
NET SALES) FOR THE THREE MONTHS ENDED SEPTEMBER 29, 1995, AN INCREASE OF 10.8%.
FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 27, 1996, GENERAL AND
ADMINISTRATIVE EXPENSES INCREASED TO $3,850,000 (6.1% OF NET SALES) COMPARED TO
$3,579,000 (6.7% OF NET SALES) FOR THE SIX MONTH PERIOD ENDED SEPTEMBER 29,
1995, AN INCREASE OF 7.6%.
THE COMPANY'S IMPROVEMENT IN SELLING AND DISTRIBUTION AND GENERAL AND
ADMINISTRATIVE EXPENSES, AS A PERCENTAGE OF SALES, IS GENERALLY THE RESULT OF
CERTAIN FIXED COSTS BEING ABSORBED OVER A LARGER REVENUE BASE.
LIQUIDITY AND CAPITAL RESOURCES
ON JUNE 20, 1996 THE COMPANY COMPLETED AN INITIAL PUBLIC OFFERING OF
3,105,000 SHARES OF ITS COMMON STOCK. IN THE OFFERING, THE COMPANY SOLD
1,500,000 SHARES OF COMMON STOCK AND SELLING SHAREHOLDERS SOLD 1,605,000 SHARES
OF COMMON STOCK AT A PRICE OF $9.00 PER SHARE. THE NET PROCEEDS TO THE COMPANY
AFTER DISCOUNTS, COMMISSIONS AND EXPENSES ARE ESTIMATED TO BE $11,755,000.
(9)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
APPROXIMATELY $11,000,000 OF THE PROCEEDS WERE USED TO PAY DOWN THE
COMPANY'S REVOLVING CREDIT FACILITY WITH A COMMERCIAL BANK AND APPROXIMATELY
$738,000 OF THE PROCEEDS WERE USED TO RETIRE TWO OUTSTANDING MORTGAGES ON
COMPANY FACILITIES LOCATED IN BETHLEHEM, PENNSYLVANIA AND LOUISVILLE, KENTUCKY.
THE COMPANY'S PRIMARY NEED FOR FUNDS HAS BEEN TO FINANCE THE GROWTH OF
INVENTORY, THE RESULT OF AN EXPANDING PRODUCT LINE, AND THE GROWTH OF ACCOUNTS
RECEIVABLE, THE RESULT OF INCREASED SALES AND, TO A LESSER EXTENT, THE
ACQUISITION AND OPENING OF NEW SERVICE CENTERS. AT SEPTEMBER 27, 1996, WORKING
CAPITAL WAS $20,601,000 COMPARED TO $10,319,000 AT MARCH 29, 1996.
HISTORICALLY, THE COMPANY HAS FINANCED ITS WORKING CAPITAL REQUIREMENTS FROM ITS
CASH FLOW FROM OPERATIONS, ADVANCES DRAWN UNDER ITS LINE OF CREDIT AND, TO A
LIMITED EXTENT, INDEBTEDNESS TO CERTAIN OF THE SELLERS OF ITS ACQUIRED SERVICE
CENTERS.
SUBJECT TO THE SIZE OF THE ACQUISITIONS WHICH THE COMPANY MAY COMPLETE IN
THE FUTURE, THE COMPANY BELIEVES THAT ITS CASH FLOW FROM OPERATIONS AND THE
CREDIT AVAILABLE UNDER ITS LINE OF CREDIT WILL ENABLE IT TO FINANCE ITS
ANTICIPATED GROWTH IN SALES FOR AT LEAST THE NEXT TWELVE MONTHS.
THE COMPANY HAS A SECURED LINE OF CREDIT WITH A COMMERCIAL BANK PURSUANT TO
WHICH THE COMPANY MAY BORROW FROM TIME TO TIME UP TO 80% OF THE NET AMOUNT OF
ELIGIBLE ACCOUNTS RECEIVABLE (AS DEFINED) AND 50% OF THE VALUE OF ELIGIBLE
INVENTORY (AS DEFINED), UP TO $17.0 MILLION AT ANY TIME OUTSTANDING, WITH A
SUBLIMIT OF $6.0 MILLION FOR LETTERS OF CREDIT FOR THE IMPORTATION OF AUTOMOTIVE
PARTS. REVOLVING CREDIT ADVANCES UP TO $17.0 MILLION BEAR INTEREST AT THE
LENDER'S REFERENCE RATE (8.25% AT SEPTEMBER 27,1996) PLUS 0.25%; PROVIDED,
HOWEVER, THAT AT THE COMPANY'S OPTION UP TO $6.0 MILLION OF REVOLVING CREDIT
ADVANCES, IN INCREMENTS OF $500,000, MAY BEAR INTEREST AT LIBOR (5.63% AT
SEPTEMBER 27,1996) PLUS 1.5%. BANKERS' ACCEPTANCES BEAR A COMMISSION RATE OF 1%
PER ANNUM OVER THE LENDER'S DISCOUNT RATE FOR ACCEPTANCE AND MATURE 90 DAYS FROM
THE DATE OF ISSUANCE. THE COMPANY CURRENTLY REQUIRES ITS SUPPLIERS TO BEAR SUCH
COMMISSIONS. BORROWINGS ARE SECURED BY THE COMPANY'S ACCOUNTS RECEIVABLE,
INVENTORY, GENERAL INTANGIBLES AND CASH DEPOSITS. THE COMPANY IS SUBJECT TO
CERTAIN RESTRICTIVE CONVENANTS, INCLUDING, BUT NOT LIMITED TO, A PROHIBITION ON
THE PAYMENT OF DIVIDENDS, A MINIMUM TANGIBLE NET WORTH REQUIREMENT, A MINIMUM
RATIO OF NET PROFIT TO CURRENT DEBT, A MAXIMUM INVENTORY TURNOVER, A PROHIBITION
ON THE SALE OF ASSETS OR MERGERS, RESTRICTIONS ON EXECUTIVE COMPENSATION AND
RESTRICTIONS ON THE INCURRING OF OTHER INDEBTEDNESS. THE LINE OF CREDIT EXPIRES
ON AUGUST 1, 1997.
THE COMPANY BELIEVES THAT CONSOLIDATION AMONG DISTRIBUTORS OF AFTERMARKET
COLLISION PARTS IS CREATING OPPORTUNITIES FOR THE COMPANY TO ACQUIRE AND OPEN
SERVICE CENTERS IN NEW AND EXISTING MARKETS. THE COMPANY INTENDS TO EXPLORE
ACQUISITION OPPORTUNITIES THAT MAY ARISE FROM TIME TO TIME. TO DATE, THE
COMPANY'S ACQUISITIONS HAVE BEEN FINANCED BY CASH FLOW FROM OPERATIONS, ADVANCES
DRAWN UNDER ITS CREDIT FACILITY AND INDEBTEDNESS TO CERTAIN OF THE SELLERS OF
ITS ACQUIRED CENTERS. TO IMPLEMENT ITS ACQUISITION STRATEGY, THE COMPANY MAY
INCUR INDEBTEDNESS OR ISSUE ADDITIONAL EQUITY OR DEBT SECURITIES TO THIRD
PARTIES OR THE SELLERS OF THE ACQUIRED BUSINESSES. THERE CAN BE NO ASSURANCE
THAT ADDITIONAL CAPITALS, IF AND WHEN REQUIRED, WILL BE AVAILABLE ON TERMS
ACCEPTABLE TO THE COMPANY, OR AT ALL. IN ADDITION, FUTURE ISSUANCE OF EQUITY
SECURITIES, IF ANY, WOULD DILUTE THE EXISTING OWNERSHIP OF ALL SHAREHOLDERS OF
THE COMPANY.
THE THREE ACQUISITIONS COMPLETED DURING THE QUARTER ENDED SEPTEMBER 27,
1996 WERE CASH TRANSACTIONS TOTALING APPROXIMATELY $4,800,000.
IN APRIL 1996, THE COMPANY OPENED ITS SECOND WHEEL REMANUFACTURING FACILITY
IN BETHLEHEM, PENNSYLVANIA. THE COMPANY'S THIRD FACILITY, LOCATED IN ONTARIO,
CALIFORNIA, OPENED IN JULY 1996 WITH ADDITIONAL FACILITIES TO BE OPENED IN
CHICAGO, ILLINOIS; BOSTON, MASSACHUSETTS; AND A SITE TO BE DETERMINED DURING
FISCAL 1997. THE COMPANY ANTICIPATES THE COST PER FACILITY TO BE APPROXIMATELY
$250,000.
INFLATION
THE COMPANY DOES NOT BELIEVE THAT THE RELATIVELY MODERATE RATES OF
INFLATION OVER THE PAST THREE YEARS HAVE HAD A SIGNIFICANT EFFECT ON ITS NET
SALES OR ITS PROFITABILITY.
(10)
<PAGE>
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.
a. EXHIBITS - NONE
b. REPORTS ON FORM 8-K - NONE
(11)
<PAGE>
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/ ROBERT L. BLANTON
-----------------------------------------
ROBERT L. BLANTON
VICE PRESIDENT - FINANCE
(DULY AUTHORIZED OFFICER AND PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER)
DATE: NOVEMBER 4, 1996
(12)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SIX MONTHS
ENDED SEPTEMBER 27, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-28-1997
<PERIOD-START> MAR-30-1996
<PERIOD-END> SEP-27-1996
<CASH> 2384
<SECURITIES> 0
<RECEIVABLES> 10919
<ALLOWANCES> 354
<INVENTORY> 23046
<CURRENT-ASSETS> 37484
<PP&E> 12282
<DEPRECIATION> 6834
<TOTAL-ASSETS> 46493
<CURRENT-LIABILITIES> 16883
<BONDS> 0
0
0
<COMMON> 16054
<OTHER-SE> 13485
<TOTAL-LIABILITY-AND-EQUITY> 46493
<SALES> 63536
<TOTAL-REVENUES> 63536
<CGS> 38354
<TOTAL-COSTS> 38354
<OTHER-EXPENSES> 20923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 411
<INCOME-PRETAX> 3848
<INCOME-TAX> 1539
<INCOME-CONTINUING> 2309
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2309
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
