<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 17, 1998
(Date of Report (Date of Earliest Event Reported))
Commission File Number: 0-28568
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
California 95-2920557
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
700 East Bonita Avenue Pomona, California 91767
(Address of principal executive offices) (Zip Code)
(909) 624-8041
(Registrant's telephone number, including area code)
<PAGE>
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired
Combined Financial Statements of Inteuro Parts Distributors, Inc. and Car
Body Concepts, Inc.
Report of Independent Auditors
Balance Sheet at December 31, 1996
Statement of Income and Retained Earnings for the Year ended
December 31, 1996
Statement of Cash Flows for the year ended December 31, 1996
Notes to Financial Statements
(b) Combined Unaudited pro forma financial information
Keystone Automotive Industries, Inc., Inteuro Parts Distributors, Inc.
and Car Body Concepts, Inc.
Pro Forma Balance Sheet as of December 26, 1997
Pro Forma Balance Sheet as of March 28, 1997
Pro Forma Statement of Income for the nine months ended
December 26, 1997
Pro Forma Statement of Income for the year ended March 28, 1997
Pro Forma Statement of Income for the year ended March 29, 1996
Pro Forma Statement of Income for the year ended March 31, 1995
Notes to Pro Forma Financial Statements
(c) Exhibits
23.1 Consent of Arthur Andersen LLP
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
To the Stockholders of
Inteuro Parts Distributors, Inc. and
Car Body Concepts, Inc.:
We have audited the accompanying combined balance sheet of Inteuro Parts
Distributors, Inc. and Car Body Concepts, Inc. (Florida corporations) as of
December 31, 1996, and the related combined statements of income and retained
earnings and cash flows for the year then ended. These financial statements are
the responsibility of the Companies' management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the combined financial position of Inteuro Parts
Distributors, Inc. and Car Body Concepts, Inc. as of December 31, 1996 and the
results of their combined operations and cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Miami, Florida,
March 5, 1997.
<PAGE>
INTEURO PARTS DISTRIBUTORS, INC. AND
CAR BODY CONCEPTS, INC.
COMBINED BALANCE SHEET
DECEMBER 31, 1996
<TABLE>
<CAPTION>
ASSETS
------
CURRENT ASSETS:
<S> <C>
Cash and cash equivalents $ 932,237
Accounts receivable, net of allowance for
doubtful accounts of $74,000 1,134,406
Inventories 3,862,206
Prepaid expenses and other current assets 180,461
----------
Total current assets 6,109,310
PROPERTY AND EQUIPMENT, net 2,236,994
OTHER ASSETS 36,609
----------
Total assets $8,382,913
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $2,183,116
Accrued expenses 167,992
Current portion of long-term debt 450,504
----------
Total current liabilities 2,801,612
LONG-TERM DEBT, net of current portion 982,332
----------
Total liabilities 3,783,944
----------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDERS' EQUITY:
Common stock - no par value, 60 shares authorized,
issued and outstanding and $1 par value,
1000 shares authorized, issued and outstanding 1,500
Additional paid-in-capital 29,400
Retained earnings 4,568,069
----------
Total stockholders' equity 4,598,969
----------
Total liabilities and stockholders' equity $8,382,913
==========
</TABLE>
The accompanying notes to combined financial statements are an integral part
of this balance sheet.
<PAGE>
INTEURO PARTS DISTRIBUTORS, INC. AND
CAR BODY CONCEPTS, INC.
COMBINED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C>
NET SALES $29,485,099
COST OF SALES 17,032,621
-----------
Gross profit 12,452,478
-----------
OPERATING EXPENSES:
Salaries and benefits 4,841,599
Transportation and related expenses 802,725
Office and warehouse rent 698,741
Depreciation and amortization 468,609
Insurance 287,616
Advertising and promotion 180,562
Other operating expenses 1,958,367
-----------
Total operating expenses 9,238,219
-----------
INCOME FROM OPERATIONS 3,214,259
-----------
OTHER INCOME (EXPENSE):
Interest expense (179,669)
Other income 186,454
-----------
Total other income (expense) 6,785
-----------
Net income 3,221,044
RETAINED EARNINGS, beginning of year 2,645,478
DIVIDENDS (1,298,453)
-----------
RETAINED EARNINGS, end of year $ 4,568,069
===========
</TABLE>
The accompanying notes to combined financial statements are an integral part
of this statement.
<PAGE>
INTEURO PARTS DISTRIBUTORS, INC. AND
CAR BODY CONCEPTS, INC.
COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C>
Net income $ 3,221,044
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 468,609
Bad debt expense 74,000
Changes in assets and liabilities:
Increase in accounts receivable (597,772)
Increase in inventories (688,353)
Increase in prepaid expenses and other current assets (80,749)
Decrease in other assets 17,552
Increase in accounts payable and accrued expenses 545,409
-----------
Net cash provided by operating activities 2,959,740
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (524,281)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of advances to affiliates and stockholders (172,000)
Dividends (1,054,289)
Proceeds from debt 1,000,000
Repayment of debt (1,693,122)
Payment on installment notes (225,173)
-----------
Net cash used in financing activities (2,144,584)
-----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 290,875
CASH AND CASH EQUIVALENTS, beginning of year 641,362
-----------
CASH AND CASH EQUIVALENTS, end of year $ 932,237
===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for interest $ 178,420
===========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
</TABLE>
The Company issued $281,319 in installment notes for the purchase of auto and
trucks and equipment.
The Company sold to a related party a warehouse and land with a book value of
$662,160 and debt outstanding of $415,116. The Company distributed net assets
related to the warehouse and land of $244,164 to the related party.
See Note 4.
The accompanying notes to combined financial statements are an integral part
of this statement.
<PAGE>
INTEURO PARTS DISTRIBUTORS, INC. AND
CAR BODY CONCEPTS, INC.
NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. ORGANIZATION
------------
Inteuro Parts Distributors, Inc. ("IPD") and Car Body Concepts, Inc. ("CBC"),
collectively the "Companies", were incorporated in 1983 and 1988, respectively,
under the laws of the State of Florida. The Companies are engaged in the
business of selling and distributing automotive body products for domestic and
imported light trucks to auto body repair shops throughout the Southeastern
United States from IPD's facilities in Florida and Georgia and from CBC's
location in Medley, Florida. IPD and CBC are under the common ownership of two
stockholders.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
Cash and Cash Equivalents
-------------------------
The Companies classify as cash and cash equivalents all interest-bearing
deposits with original maturities of three months or less. Substantially all
cash at December 31, 1996 is comprised of interest-bearing bank accounts.
Inventories
-----------
Inventories at December 31, 1996 are stated at the lower of weighted average
cost or market and consist entirely of merchandise held for sale.
Property and Equipment
----------------------
Property and equipment is recorded at cost. Major renewals and betterments are
capitalized while maintenance, repairs and minor renewals are charged to expense
as incurred. Depreciation is provided using the straight-line method over the
following estimated useful lives:
<TABLE>
<CAPTION>
Useful Life
---------------
<S> <C>
Autos and trucks 5 years
Office equipment 7 years
Machinery 7 years
Furniture and fixtures 7 years
Leasehold improvements 31 years
</TABLE>
Major categories of property and equipment at December 31, 1996 are as follows:
<TABLE>
<CAPTION>
1996
----------
<S> <C>
Autos and trucks $1,475,368
Office equipment 806,434
Machinery 391,417
Furniture and fixtures 451,445
Leasehold improvements 675,562
----------
3,800,226
Less: Accumulated depreciation 1,563,232
----------
Property and equipment, net $2,236,994
==========
</TABLE>
Intercompany Transactions
-------------------------
All significant intercompany balances and transactions have been eliminated in
the accompanying combined financial statements.
<PAGE>
Income Taxes
------------
The Companies elected to be treated as an S corporation under provisions of the
Internal Revenue Code. Accordingly, taxable income of the Companies is reported
in the tax returns of the individual stockholders of the Companies.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
-----------------------------------
As of December 31, 1996, cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses, capital lease obligations, and debt are
carried at cost which approximates fair value.
New Accounting Pronouncement
----------------------------
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of".
The impact of adopting SFAS No. 121 in 1996 was immaterial.
3. LONG-TERM DEBT
--------------
Long-term debt at December 31, 1996 includes a note payable to a bank with a
principal balance of $900,000, payable in monthly installments of $16,667 plus
interest at 1/2% over prime rate, due in June 2001, collateralized by corporate
assets and guaranteed by the stockholders.
The Companies acquired certain autos and trucks, office equipment and machinery
under installment notes with financial institutions and a related party. At
December 31, 1996, the Companies had $532,836 in installment notes which are
payable monthly through 2000 and have interest rates ranging from 2.9% to 9.5%.
In addition, IPD has a $2,000,000 note payable with a bank, accrued interest on
the principal sum outstanding is payable monthly at a rate equal to 1/2% over
prime rate and all unpaid principal and accrued but unpaid interest are due in
June 1998. At December 31, 1996, IPD had not drawn on the note with the bank.
IPD's long-term debt and revolving line of credit agreements with its principal
lending institution contain certain restrictions and covenants. Under the
covenants, IPD must maintain minimum debt service coverage, tangible net worth,
and current ratios, as defined. As of the date of this report, IPD is in
compliance with the debt covenants of its principal lending institution.
Long-term debt to be repaid as follows:
<TABLE>
<S> <C>
1997 $ 450,504
1998 367,311
1999 287,397
2000 227,624
2001 100,000
----------
$1,432,836
==========
</TABLE>
<PAGE>
4. RELATED PARTY TRANSACTIONS
--------------------------
In the normal course of its business, the Companies conduct business with its
stockholders and their respective affiliates.
In December 1996, IPD sold its Atlanta facility and land to a related entity.
At the time of the sale, the facility and land had a book value of $662,160 and
related outstanding debt of $415,116. IPD distributed the net assets related to
the facility and land of $244,164 to the related entity. No rent payments were
made to the related entity in 1996.
IPD paid approximately $39,000 in principal and interest on a related party
installment note. See Note 3.
See Note 5 for related party leases.
5. COMMITMENTS AND CONTINGENCIES
-----------------------------
Operating Leases
----------------
The Medley, Cocoa, and Jacksonville facilities of IPD are also owned by
different related entities. These facilities pay rent under one year leases.
For 1996, the rent expense under the leases totaled $532,630. In addition, IPD
paid property taxes relating to these facilities and on behalf of the related
entities totaling approximately $97,000 in 1996.
The Companies also lease office and warehouse facilities and auto and trucks
from nonrelated entities under noncancelable operating leases. Rent expense
recorded under these leases for 1996 was approximately $699,000. The future
minimum lease payments under noncancelable operating leases with initial or
remaining terms of one year or more at December 31, 1996 are as follows:
<TABLE>
<CAPTION>
Affiliates Nonaffiliates Total
-------------- -------------- --------------
<S> <C> <C> <C>
1997 $608,363 $378,497 $ 986,860
1998 - 290,871 290,871
1999 - 228,245 228,245
2000 - 64,437 64,437
-------- -------- ----------
$608,363 $962,050 $1,570,413
======== ======== ==========
</TABLE>
Concentrated Risk-
-----------------
Approximately 37% of the Company's inventory purchases are from three vendors in
Taiwan.
<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following combined unaudited pro forma balance sheet represents the
combined financial position of Keystone Automotive Industries, Inc.
("Keystone"), Inteuro Parts Distributors, Inc. ("Inteuro") and Car Body
Concepts, Inc. ("Car Body"). Such combined unaudited pro forma information is
based on the historical consolidated balance sheets of Keystone, Inteuro and Car
Body as of December 26, 1997, December 31, 1997 and December 31, 1997,
respectively. The combined unaudited pro forma balance sheet is prepared giving
effect to the merger of Keystone, Inteuro and Car Body, which became effective
January 1, 1998 (the "Merger"), using the "pooling of interests" method of
accounting and after giving effect to the pro forma adjustments as described in
the notes to combined unaudited pro forma financial statements.
<TABLE>
<CAPTION>
Inteuro and Pro
Keystone Car Body Forma
-------- -------- --------
(in thousands)
ASSETS
------
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $ 13,468 $ 440 $ 13,908
Accounts receivable, net of allowance for
doubtful accounts 20,916 1,284 22,200
Inventories 46,632 3,561 50,193
Prepaid expenses and other current assets 1,804 310 2,114
-------- ------ --------
Total current assets 82,820 5,595 88,415
PLANT, PROPERTY AND EQUIPMENT, net 12,337 1,964 14,301
OTHER ASSETS 1,984 53 2,037
INTANGIBLES 8,906 -- 8,906
-------- ------ --------
Total assets $106,047 $7,612 $113,659
======== ====== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Bankers acceptances $ 2,575 $ -- $ 2,575
Accounts payable 7,440 2,586 10,026
Accrued expenses 3,519 521 4,040
Current portion of long-term debt 1,208 1,563 2,771
-------- ------ --------
Total current liabilities 14,742 4,670 19,412
LONG-TERM DEBT, net of current portion 85 95 180
Due to related parties 192 -- 192
Deferred taxes 403 -- 403
-------- ------ --------
Total liabilities 15,422 4,765 20,187
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Keystone preferred stock, no par value -- --
Authorized shares - 3,000,000
None issued and outstanding
Keystone common stock, no par value 57,195 57,197
Authorized shares - 50,000,000
Issued and outstanding - 12,642,000
Inteuro common stock, no par value 1 --
Authorized shares - 60
Issued and outstanding - 60
Car Body common stock, $1 par value 1 --
Authorized shares - 1,000
Issued and outstanding - 1,000
Additional paid-in capital 553 29 582
Retained earnings 32,877 2,816 35,693
-------- ------ --------
Total stockholders' equity 90,625 2,847 93,472
-------- ------ --------
Total liabilities and stockholders' equity $106,047 $7,612 $113,659
======== ====== ========
</TABLE>
<PAGE>
The following combined unaudited pro forma balance sheet represents the
combined financial position of Keystone, Inteuro and Car Body. Such combined
unaudited pro forma information is based on the historical consolidated balance
sheets of Keystone as of March 28, 1997 and Inteuro and Car Body as of December
31, 1996, after giving effect to the Merger using the "pooling of interests"
method of accounting and after giving effect to the pro forma adjustments as
described in the notes to combined unaudited pro forma financial statements.
<TABLE>
<CAPTION>
Inteuro and Pro
Keystone Car Body Forma
-------- -------- --------
(in thousands)
ASSETS
------
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $ 1,352 $ 932 $ 2,284
Accounts receivable, net of allowance for
doubtful accounts 18,738 1,135 19,873
Inventories 39,512 3,862 43,374
Prepaid expenses and other current assets 2,683 180 2,863
------- ------ -------
Total current assets 62,285 6,109 68,394
PLANT, PROPERTY AND EQUIPMENT, net 10,750 2,237 12,987
OTHER ASSETS 2,046 37 2,083
INTANGIBLES 3,719 -- 3,719
------- ------ -------
Total assets $78,800 $8,383 $87,183
======= ====== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Line of credit $12,629 $ -- $12,629
Bankers acceptances 3,538 -- 3,538
Accounts payable 15,994 2,183 18,177
Accrued expenses 2,536 168 2,704
Current portion of long-term debt 741 451 1,192
------- ------ -------
Total current liabilities 35,438 2,802 38,240
LONG-TERM DEBT, net of current portion 913 982 1,895
Due to related parties 192 -- 192
Deferred taxes 403 -- 403
------- ------ -------
Total liabilities 36,946 3,784 40,730
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Keystone preferred stock, no par value -- --
Authorized shares - 3,000,000
None issued and outstanding
Keystone common stock, no par value 15,921 15,923
Authorized shares - 20,000,000
Issued and outstanding - 9,750,000
Inteuro common stock, no par value 1 --
Authorized shares - 60
Issued and outstanding - 60
Car Body common stock, $1 par value 1 --
Authorized shares - 1,000
Issued and outstanding - 1,000
Additional paid-in capital 553 29 582
Retained earnings 25,380 4,568 29,948
------- ------- -------
Total stockholders' equity 41,854 4,599 46,453
------- ------- -------
Total liabilities and stockholders' equity $78,800 $8,383 $87,183
======= ======= =======
</TABLE>
<PAGE>
The following combined unaudited pro forma statement of income represents
the consolidated statement of income of Keystone, Inteuro and Car Body. Such
combined unaudited pro forma information is based upon the historical
consolidated income statement of Keystone for the nine months ended December 26,
1997 and the historical statement of income for Inteuro and Car Body for the
nine months ended December 31, 1997, after giving effect to the Merger using the
"pooling of interests" method of accounting and after giving effect to the pro
forma adjustments as described in the notes to combined unaudited pro forma
financial statements.
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------------------------------------
December 26, 1997 December 31, 1997
Keystone Inteuro and Pro Forma
Car Body Adjustments Pro Forma
----------- ----------- ----------- -----------
(In thousands, except per share and share amounts)
<S> <C> <C> <C> <C>
Net sales $ 165,702 $ 26,757 $ 192,459
Cost of sales 96,996 14,832 111,828
----------- ----------- ----------- -----------
Gross Profit 68,706 11,925 80,631
Operating Expenses:
Selling and distribution 46,196 7,991 54,187
General and administrative 9,188 659 9,847
Merger costs 116 207 323
Severance costs 705 -- 705
----------- ----------- ----------- -----------
Operating income 12,501 3,068 15,569
Interest income (expense) (10) (104) (114)
----------- ----------- ----------- -----------
Income before income taxes 12,491 2,964 15,455
Income taxes 4,996 -- $ 1,186(a) 6,182
----------- ----------- ----------- -----------
Net Income $ 7,495 $ 2,964 $ (1,186) $ 9,273
=========== =========== =========== ===========
Earnings Per Share
Basic $ 0.64 $ 0.68(b)
=========== ===========
Diluted $ 0.63 $ 0.67(b)
=========== ===========
Weighted average shares outstanding
Basic 11,674,000 2,000,000(b) 13,674,000(b)
=========== =========== ===========
Diluted 11,851,000 2,000,000(b) 13,851,000(b)
=========== =========== ===========
</TABLE>
<PAGE>
The following combined unaudited pro forma statement of income represents the
consolidated statement of income of Keystone, Inteuro and Car Body. Such
combined unaudited pro forma information is based upon the historical
consolidated income statement of Keystone for the year ended March 28, 1997 and
the historical statement of income for Inteuro and Car Body for the twelve
months ended December 31, 1996, after giving effect to the Merger using the
"pooling of interests" method of accounting and after giving effect to the pro
forma adjustments as described in the notes to combined unaudited pro forma
financial statements.
<TABLE>
<CAPTION>
Twelve Months Ended
----------------------------------------------------------------------
March 28, 1997 December 31, 1996
Keystone Inteuro and Pro Forma
Car Body Adjustments Pro Forma
----------------- ----------------- ----------- ---------------
(In thousands, except per share and share)
<S> <C> <C> <C> <C>
Net sales $ 194,321 $ 29,485 $ 223,806
Cost of sales 115,052 17,033 132,085
----------- ----------- ----------- -----------
Gross Profit 79,269 12,452 91,721
Operating Expenses:
Selling and distribution 53,503 7,560 61,063
General and administrative 12,340 1,491 13,831
Merger costs 905 -- 905
----------- ----------- ----------- -----------
Operating income 12,521 3,401 15,922
Interest income (expense) (1,297) (180) (1,477)
----------- ----------- ----------- -----------
Income before income taxes 11,224 3,221 14,445
Income taxes 4,435 -- $ 1,288(a) 5,723
----------- ----------- ----------- -----------
Net Income $ 6,789 $ 3,221 $ (1,288) $ 8,722
=========== =========== =========== ===========
Earnings Per Share
Basic $ 0.72 $ 0.76(b)
=========== ===========
Diluted $ 0.72 $ 0.76(b)
=========== ===========
Weighted average shares outstanding
Basic 9,408,000 2,000,000(b) 11,408,000(b)
=========== =========== ===========
Diluted 9,474,000 2,000,000(b) 11,474,000(b)
=========== =========== ===========
</TABLE>
<PAGE>
The following combined unaudited pro forma statement of income represents
the consolidated statement of income of Keystone, Inteuro and Car Body. Such
combined unaudited pro forma information is based upon the historical
consolidated income statement of Keystone for the year ended March 29, 1996 and
the historical statement of income for Inteuro and Car Body for the twelve
months ended December 31, 1995, after giving effect to the Merger using the
"pooling of interests" method of accounting and after giving effect to the pro
forma adjustments as described in the notes to combined unaudited pro forma
financial statements.
<TABLE>
<CAPTION>
Twelve Months Ended
-------------------------------------------------------------
March 29, 1996 December 31, 1995
Keystone Inteuro and Pro Forma
Car Body Adjustments Pro Forma
----------- ----------- ----------- -----------
(In thousands, except per share and share)
<S> <C> <C> <C> <C>
Net sales $ 157,021 $ 21,055 $ 178,076
Cost of sales 95,131 12,284 107,415
----------- ----------- ----------- -----------
Gross Profit 61,890 8,771 70,661
Operating Expenses:
Selling and distribution 43,800 6,356 50,156
General and administrative 9,428 1,540 10,968
----------- ----------- ----------- -----------
Operating income 8,662 875 9,537
Interest income (expense) (1,490) (231) (1,721)
----------- ----------- ----------- -----------
Income before income taxes 7,172 644 7,816
Income taxes 2,836 -- $ 258(a) 3,094
----------- ----------- ----------- -----------
Net Income $ 4,336 $ 644 $ (258) $ 4,722
=========== =========== =========== ===========
Earnings Per Share
Basic $ 0.53 $ 0.46(b)
=========== ===========
Diluted $ 0.53 $ 0.46(b)
=========== ===========
Weighted average shares outstanding
Basic 8,250,000 2,000,000(b) 10,250,000(b)
=========== =========== ===========
Diluted 8,250,000 2,000,000(b) 10,250,000(b)
=========== =========== ===========
</TABLE>
<PAGE>
The following combined unaudited pro forma statement of income represents the
consolidated statement of income of Keystone, Inteuro and Car Body. Such
combined unaudited pro forma information is based upon the historical
consolidated income statement of Keystone for the year ended March 31, 1995 and
the historical statement of income for Inteuro and Car Body for the twelve
months ended December 31, 1994, after giving effect to the Merger using the
"pooling of interests" method of accounting and after giving effect to the pro
forma adjustments as described in the notes to combined unaudited pro forma
financial statements.
<TABLE>
<CAPTION>
Twelve Months Ended
----------------------------------------------------------------
March 31, 1995 December 31, 1994
Keystone Inteuro and Pro Forma
Car Body Adjustments Pro Forma
----------- ----------- ----------- -----------
(In thousands except per share and share)
<S> <C> <C> <C> <C>
Net sales 132,655 16,926 149,581
Cost of sales 79,319 9,290 88,609
----------- ----------- ----------- -----------
Gross Profit 53,336 7,636 0 60,972
Operating Expenses:
Selling and distribution 38,601 4,500 43,101
General and administrative 9,557 1,274 10,831
----------- ----------- ----------- -----------
Operating income 5,178 1,862 0 7,040
Interest income (expense) (1,200) (100) (1,300)
----------- ----------- ----------- -----------
Income before income taxes 3,978 1,762 5,740
Income taxes 1,543 -- 705(a) 2,248
----------- ----------- ----------- -----------
Net Income $ 2,435 $ 1,762 $ (705) $ 3,492
=========== =========== =========== ===========
Earnings Per Share
Basic $ 0.30 $ 0.34(b)
=========== ===========
Diluted $ 0.30 $ 0.34(b)
=========== ===========
Weighted average shares outstanding
Basic 8,255,000 2,000,000(b) 10,255,000(b)
=========== =========== ===========
Diluted 8,255,000 2,000,000(b) 10,255,000(b)
=========== =========== ===========
</TABLE>
<PAGE>
NOTES TO COMBINED UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Basis of Presentation. The combined unaudited pro forma financial
statements assume the issuance of Keystone's Common Stock in exchange
for all outstanding Inteuro and Car Body Common Stock. Such financial statements
also assume that the Merger will be accounted for using the "pooling of
interests" method of accounting pursuant to Opinion No. 16 of the Accounting
Principals Board. The pooling of interests method of accounting assumes that the
combining companies have been merged from their inception, and the historical
financial statements for periods prior to consummation of the Merger are
restated as though the companies had been combined from their inception.
Pursuant to the rules and regulations of the Commission, the combined
unaudited pro forma statements of income exclude the results of operations
associated with discontinued businesses, extraordinary items and cumulative
effects of accounting changes. In addition, the combined unaudited pro forma
financial statements do not include any adjustments for estimated nonrecurring
costs directly related to the Merger which are expected to be included in
operations of Keystone within the twelve months succeeding the consummation of
the Merger. Such costs are currently estimated for purposes of this presentation
to be approximately $400,000. Actual merger costs may vary from such estimate.
Certain reclassifications have been made to the historical financial
statements of Keystone, Inteuro and Car Body to conform to the pro forma
presentation. Such reclassifications are not material to the combined unaudited
pro forma financial statements.
Pro Forma Adjustments.
(a) Inteuro and Car Body had elected to be taxed under subchapter "S" of
the Internal Revenue Code, resulting in a pass through of the
corporate tax liability to the stockholders. This adjustment
reflects income taxes on the combined Inteuro and Car Body net
income at an estimated statutory rate.
(b) Pro forma net income per share available to common stockholders' is
based upon the combined weighted average number of shares
outstanding after giving effect to the issuance of 2,000,000 shares
of Keystone's Common Stock for the 60 shares of Inteuro Common Stock
and the 1,000 shares of Car Body Common Stock, which were
outstanding for each period presented.
<PAGE>
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 hereunto duly authorized.
Dated: March 17, 1998
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By /s/ John M. Palumbo
-----------------------
John M. Palumbo
Chief Financial Officer
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As the independent certified public accountants, we hereby consent to the
incorporation in this Form 8-K/A of our report dated March 5, 1997 on the
combined financial statements of Inteuro Parts Distributors, Inc. and Car Body
Concepts, Inc. (the "Companies") as of and for the year ended December 31, 1996.
It should be noted that we have not audited any combined or individual financial
statements of the Companies subsequent to December 31, 1996 or performed any
audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Miami, Florida
March 17, 1998
