<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 December 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 December 27, 1996 was 7,300,000 shares.
This Form 10-Q contains 14 pages.
--
(1)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION Page Number
Item 1. Financial Statements
Balance Sheets 3
December 27, 1996 (unaudited) and March 29, 1996
Statements of Income 4
Three months and nine months ended December 27, 1996
(unaudited) and three months and nine months ended
December 29, 1995 (unaudited)
Statements of Cash Flows 5
Nine months ended December 27, 1996 (unaudited)
and nine months ended December 29, 1995 (unaudited)
Notes to Financial Statements (unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Index to exhibits 14
(2)
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
BALANCE SHEETS
(In thousands, except share amounts)
ASSETS
DECEMBER 27, MARCH 29,
1996 1996
---- ----
(UNAUDITED) (NOTE)
Current assets:
Cash.......................................... $ 3,267 $ 2,677
Accounts receivable, less allowance for
doubtful accounts of $349 at December 1996
and $280 at March 1996....................... 11,753 10,799
Inventories, primarily finished goods......... 26,357 22,226
Other current assets.......................... 1,625 1,328
-------- --------
Total current assets.................... 43,002 37,030
Property, plant and equipment, net.............. 6,565 4,331
Other assets.................................... 3,961 1,674
-------- --------
Total assets............................ $ 53,528 $ 43,035
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Line of credit................................ $ 6,750 $ 12,250
Bankers acceptances and other short term debt. 6,057 3,520
Accounts payable.............................. 7,360 8,597
Note payable to related party................. 150 150
Accrued liabilities........................... 1,934 1,794
Long term debt, due within one year........... 135 400
-------- --------
Total current liabilities............... 22,386 26,711
Long-term debt, less current portion............ 428 813
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 December 1996 and
5,800,000 at March 1996 at stated value.. 15,921 4,299
Additional paid-in capital.................... 436 436
Retained earnings............................. 14,321 10,740
-------- --------
Total shareholders' equity............... 30,678 15,475
-------- --------
Total liabilities and shareholders'
equity.................................. $ 53,528 $ 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 NINE MONTHS ENDED
------------------ -----------------
DECEMBER 27, DECEMBER 29, DECEMBER 27, DECEMBER 29,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales............................ $ 35,431 $ 28,695 $ 98,967 $ 82,188
Cost of sales........................ 20,924 17,438 59,278 50,010
--------- --------- --------- ---------
Gross profit......................... 14,507 11,257 39,689 32,178
Operating expenses:
Selling and distribution expenses.. 9,468 7,616 26,542 22,389
General and administrative......... 2,384 2,028 6,233 5,608
Merger expenses.................... 286 -- 286 --
--------- --------- --------- ---------
Operating income..................... 2,369 1,613 6,628 4,181
Interest expense..................... 150 297 561 860
--------- --------- --------- ---------
Income before income taxes........... 2,219 1,316 6,067 3321
Income taxes......................... 947 524 2,486 1,326
--------- --------- --------- ---------
Net income........................... $ 1,272 $ 792 $ 3,581 $ 1,995
--------- --------- --------- ---------
--------- --------- --------- ---------
Net Income per share................. $ 0.17 $ 0.14 $ 0.53 $ 0.34
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted averages shares
outstanding......................... 7,300,000 5,800,000 6,789,000 5,800,000
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>
See accompanying notes
(4)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
-----------------
DECEMBER 27, DECEMBER 29,
1996 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income.......................................................... $ 3,581 $ 1,995
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization....................................... 824 650
Deferred taxes...................................................... (120) --
Provision for losses on uncollectible accounts...................... 91 108
Provision for losses on inventory................................... 561 481
Changes in operating assets and liabilities:
Accounts receivable............................................... (289) (1,416)
Inventories....................................................... (2,518) (3,654)
Prepaid expenses, other receivables and other assets.............. 36 505
Accounts payable.................................................. (1,237) (627)
Accrued salaries, and other accrued liabilities................... 141 (379)
-------- --------
Net cash provided by (used in) operating activities............. 1,070 (2,337)
INVESTING ACTIVITIES
Purchases of property, plant and equipment.......................... (2,564) (703)
Cash paid for acquisitions.......................................... (5,424) (139)
-------- --------
Net cash used in investing activities........................... (7,988) (842)
FINANCING ACTIVITIES
(Payments) borrowings under bank credit facility.................... (5,500) 1,200
Bankers acceptances and other short-term debt, net.................. 2,536 2,371
Payments on notes payable to officers, shareholders and other
related parties.................................................... -- (344)
Principal payments on long-term debt................................ (1,150) (546)
Net proceeds of initial public offering............................. 11,622 --
-------- --------
Net cash provided by financing activities....................... 7,508 2,681
Net increase (decrease) in cash..................................... 590 (498)
Cash at beginning of period......................................... 2,677 3,916
Cash at end of period............................................... $ 3,267 $ 3,418
-------- --------
Supplemental disclosures
Interest paid during the period................................... $ 485 $ 832
Income taxes paid during the period............................... $ 2,597 $ 761
</TABLE>
See accompanying notes
(5)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
DECEMBER 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 nine month period ended December 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 were $1,848,000 resulting in net
proceeds to the Company of $11,622,000.
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 four acquisitions of distributors of aftermarket
collision replacement parts during the period. The aggregate purchase price of
the acquisitions was approximately $5,925,000 and they were accounted for using
the purchase accounting method.
7. MERGER
On December 19, 1996, the Company signed a definitive merger agreement with
North Star Plating Company (North Star). The Company will issue 2,450,000
shares of its common stock in exchange for all of the outstanding common stock
of North Star. The transaction will be accounted for as a pooling of interests
and is subject to regulatory approval and the approval of both company's
shareholders. The Company expects the transaction to be completed by March
1997.
North Star distributes aftermarket collision replacement parts, paint and
paint supplies through twenty service centers located in Minnesota, Iowa,
Wisconsin, Missouri, Illinois and North and South Carolina. North Star also
operates a chrome bumper plating facility in Brainerd, Minnesota.
The following unaudited proforma data summarizes the combined results of
the Company and North Star as though the merger had occurred at the beginning of
the nine month period.
Unaudited
Proforma
(In thousands, except
per share amount)
--------------------
Net sales 139,632
Net income 4,908
Earnings per share .53
(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 December 19, 1996, the Company signed a definitive merger agreement with
North Star Plating Company (North Star). The Company will issue 2,450,000
shares of its common stock in exchange for all of the outstanding common stock
of North Star. The transaction will be accounted for as a pooling of interests
and is subject to regulatory approval and the approval of both company's
shareholders. The Company expects the transaction to be completed by March
1997.
North Star distributes aftermarket collision replacement parts, paint and
paint supplies through twenty service centers located in Minnesota, Iowa,
Wisconsin, Missouri, Illinois and North and South Carolina. North Star also
operates a chrome bumper plating facility in Brainerd, Minnesota.
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 December 27, 1996, these service centers
contributed revenues of approximately $2,700,000.
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.
On October 31, 1996, the Company acquired the assets related to the new and
recycled bumper business of Stockton Plating Company (Stockton) located in
Stockton, California. Stockton had historical annual revenues of approximately
$5,000,000 and will be operated as the Company's 47th service center. For the
period ended on December 27, 1996, the Stockton service center had sales of
$865,000.
(8)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
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 NINE MONTHS ENDED
------------------ -----------------
DECEMBER 27, DECEMBER 29, DECEMBER 27, DECEMBER 29,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 59.1 60.8 59.9 60.8
Gross profit 40.9 39.2 40.1 39.2
Selling and distribution expenses 26.7 26.5 26.8 27.2
General and administrative expenses 6.7 7.0 6.3 6.8
Merger costs 0.8 0.0 0.3 0.0
Income from operations 6.7 5.7 6.7 5.1
Interest expense 0.4 1.0 0.6 1.0
Net Income 3.6% 2.9% 3.6% 2.5%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
Net sales were $35,431,000 for the three months ended December 27, 1996
compared to $28,695,000 for the three months ended December 29, 1995, an
increase of $6,736,000 or 23%. This increase was due primarily to an increase
of $2,828,000 in sales of automotive body parts (including fenders, hoods,
headlights, radiators, grilles and other crash parts), an increase of $2,042,000
in sales of new and recycled bumpers and an increase of $765,000 in the sale of
paint and related materials which increases represent increases of approximately
22%, 20% and 20%, respectively, over the comparable period in fiscal 1995. In
addition, the Company sold approximately $828,000 of remanufactured alloy wheels
in the third quarter of fiscal 1997 compared to $104,000 in the prior year
period, an increase of 696%.
For the nine month period ended December 27, 1996, net sales were
$98,967,000 compared to $82,187,000 for the nine month period ended December 29,
1995, an increase of $16,779,000 or approximately 20%. The Company recorded
sales gains of $8,458,000 in automotive body parts, $4,565,000 in new and
recycled bumpers, $1,533,000 in paint and related materials and $1,509,000 in
the sale of remanufactured alloy wheels. These sales gains represent increases
of 24%, 16%, 12% and 1444% for automotive body parts, bumpers, paint and alloy
wheels, respectively. The sales increases for the three and nine month period
reflect increases in the number of units sold.
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 $14,507,000 (40.9% of net sales) for the three
months ended December 27, 1996 from $11,257,000 (39.2% of net sales) for the
three months ended December 29, 1995, an increase of 29%, primarily as a result
of the increase in net sales.
For the nine month period ended December 27, 1996, gross profit increased
to $39,689,000 (40.1% of net sales) compared to $32,178,000 (39.2% of net sales)
for the nine months ended December 29, 1995, primarily as a result of the
increase in net sales.
The Company's 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 $9,468,000 (26.7% of net
sales) for the three months ended December 27, 1996 from $7,616,000 (26.5% of
net sales) for the three months ended December 29, 1995, an increase of 24%.
(9)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
For the nine month period ended December 27, 1996, selling and distribution
expenses increased to $26,542,000 (26.8% of net sales) compared to $22,389,000
(27.2% of net sales) for the nine month period ended December 29, 1995, an
increase of 19%.
General and administrative expenses increased to $2,384,000 (6.7% of net
sales) for the three months ended December 27, 1996 from $1,993,000 (7.0% of net
sales) for the three months ended December 29, 1995, an increase of 20%.
For the nine month period ended December 27, 1996, general and
administrative expenses increased to $6,233,000 (6.3% of net sales) compared to
$5,573,000 (6.8% of net sales) for the nine month period ended December 29,
1995, an increase of 12%.
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, offset on a
short term basis by costs associated with consolidating and assimilating
acquisitions.
During the three month period ended December 27, 1996, the Company
incurred $286,000 of costs related to the pending merger with North Star
Plating Company. These costs are generally related to legal, accounting and
regulatory fees associated with the merger and in accordance with APB 16 are
being expensed as incurred. In connection with the merger, additional costs
of approximately $500,000 are expected to be incurred in the fourth fiscal
quarter.
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 were $11,622,000.
Approximately $10,884,000 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. Subsequently $5,425,000 was reborrowed under the line of credit to
fund acquisitions.
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 the acquisition of new service
centers. At December 27, 1996, working capital was $20,616,000 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 December 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 (6.93% at
December 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.
(10)
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
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 four acquisitions completed during the nine months ended December 27,
1996 were completed using cash and notes totaling approximately $5,925,000.
In April 1996, the Company opened its second wheel remanufacturing facility
in Bethlehem, Pennsylvania. Additional facilities have been opened in Ontario,
California; Chicago, Illinois; and Boston, Massachusetts. The Company's sixth
facility will be located in Atlanta, Georgia and is expected to be operational
in February 1997.
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.
(11)
<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 - Reference is made to the index to exhibits at page
14 for a list of exhibits filed as a part of this report on
Form 10-Q.
b. Reports on form 8-K - None
(12)
<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: February 7, 1997
(13)
<PAGE>
Exhibit
No. Description
- ------- -----------
10.1** Underwriting Agreements dated June 20, 1996, mong the
Registrant, certain selling shareholders and Morgan Keegan &
Company, Inc. and Crowell, Weedon & Co., as representatives
of the several underwriters. [10.33]*
10.2** Letter Agreement dated January 15, 1996, between Registrant
and Crowell, Weedon & Co. [10.34]*
10.3** Affiliate Agreement dated December 6, 1996, among the
Registrant, North Star Plating Company, Ronald G. Brown and
Kim D. Wood. [10.35]*
10.4** Form of Registrantion Rights Agreement among the Registrant,
North Star Plating Company, Ronald G. Brown and Kim D. Wood.
[10.36]*
10.5** Voting Agreement dated December 6, 1996, among the
Registrant, North Star Plating Company, Virgil K. Benton,
II, Charles J. Hogarty, Al A. Ronco, Robert L. Blanton and
John M. Palumbo. [10.37]*
- ---------------
* Indicates the exhibit number of the document in the original filing.
** Filed as an exhibit to the Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on December 23, 1996 (333-18663).
(14)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NINE MONTHS
ENDED DECEMBER 27, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-28-1997
<PERIOD-START> MAR-30-1996
<PERIOD-END> DEC-27-1996
<CASH> 3267
<SECURITIES> 0
<RECEIVABLES> 12102
<ALLOWANCES> 349
<INVENTORY> 26357
<CURRENT-ASSETS> 43002
<PP&E> 13723
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