SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended June 30, 1998
Commission File Number 333-26729
KEY PLASTICS L.L.C.
(Exact name of registrant as specified in its charter)
Michigan 35-1997449
(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
21333 Haggerty Road Suite 200
Novi, Michigan
(Address of principal executive offices)
48375
(Zip Code)
Registrant's telephone number, including area code: (248) 449-6100
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months, and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Item 1.
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
June 30, December 31,
1998 1997
---- ----
ASSETS
Current assets:
Cash $6,355 $6,918
Accounts receivable, net 68,988 58,186
Inventories 64,351 54,867
Prepaid expenses 5,398 3,529
------- -------
Total current assets 145,092 123,500
Property, plant and equipment, net 137,442 122,285
Intangibles, net 44,593 29,482
Other assets 10,907 7,637
------- ------
Total assets $338,034 $282,904
======= =======
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Current maturities of long-term debt $2,606 $2,653
Accounts payable 39,547 46,389
Other accrued liabilities 20,311 21,924
------ ------
Total current liabilities 62,464 70,966
Long-term debt 274,856 216,575
Other long-term obligations 6,081 7,624
Members' equity (deficit):
Member contributions 19,399 12,317
Accumulated deficit (24,939) (24,740)
Currency translation 173 162
------ ------
Total members' equity (deficit) (5,367) (12,261)
------ ------
Total liabilities and members' equity (deficit) $338,034 $282,904
======= =======
The accompanying notes are an integral part of the financial statements.
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, June 30,
(Unaudited) (Unaudited)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $86,584 $81,554 $169,008 $148,296
Cost of sales 70,211 63,747 136,918 117,025
Selling, general and administrative expenses 8,984 7,747 17,604 14,672
------ ------ ------ -------
7,389 10,060 14,486 16,599
Amortization of Goodwill 194 65 841 100
Interest expense and amortization of debt
issuance costs 6,879 5,895 13,029 11,033
------ ------ ------ ------
Net income before foreign income taxes, 316 4,100 616 5,466
minority interest and extraordinary item
Minority interest -- 317 575 606
Foreign income tax expense (credit) 178 15 240 (134)
------ ------ ------ ------
Net income before extraordinary item 138 3,768 (199) 4,994
Extraordinary item - debt refinancing -- -- -- (5,468)
------ ------ ------ ------
Net income $138 $3,768 $(199) $(474)
====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of the financial statements.
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the six months ended
June 30,
(Unaudited)
1998 1997
---- ----
Net cash used in operating activities $(15,493) $(25,985)
------- -------
Cash flows from investing activities:
Acquisitions of property, plant and
equipment, net (17,474) (9,316)
Property, plant and equipment from
acquired businesses (8,973) (11,537)
Increase in intangible assets (16,420) --
Increase in other assets, net (5,134) (3,380)
------ ------
Net cash used in investing activities (48,001) (24,233)
Cash flows from financing activities:
Net borrowings under debt agreements 177,790 229,896
Principal payments under debt agreements
and capital lease obligations (121,941) (170,706)
Net cash from member capital contributions 7,082 2,672
Costs to secure new financing -- (9,399)
Dividend distributions -- (708)
------- -------
Net cash provided by financing activities 62,931 51,755
------- -------
Net increase (decrease) in cash (563) 1,537
Cash, beginning of year 6,918 --
------- -------
Cash, end of period $6,355 $1,537
======= =======
Supplemental disclosure of cash flow information -
Depreciation expense $10,290 $7,092
Cash paid during the period for interest $11,862 $9,333
The accompanying notes are an integral part of the financial statements.
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
On February 9, 1998 Key Plastics Holdings, Inc. (the "Company" prior
to February 9, 1998) contributed significantly all of its assets and
liabilities to Key Plastics L.L.C. (the "Company" subsequent to February 8,
1998) a wholly owned subsidiary. These financial statements should be read
in conjunction with the Company's consolidated financial statements for the
year ended December 31, 1997 which contain a summary of the Company's
accounting principles and other information. The results of operations for
any interim period should not necessarily be considered indicative of the
results of operations for a full year.
Information for the three and six months ended June 30, 1998 and
1997 is unaudited but includes all adjustments, consisting of normal
recurring adjustments, which management considers necessary for a fair
presentation of the consolidated financial position, results of operations
and cash flows. Certain information and footnotes necessary to comply with
generally accepted accounting principles have been condensed or omitted.
All significant intercompany balances and transactions have been eliminated
in consolidation.
Certain items in the December 31, 1997 balance sheet and 1997 income
statements have been reclassified to conform to the current period
presentation.
2. Inventories:
Inventories are stated at the lower of cost or market with cost
determined using the FIFO (first in, first out) method. The components of
inventories consisted of the following:
June 30, December 31,
1998 1997
---- ----
Raw materials $12,607 $9,071
Work in progress 3,162 2,438
Finished goods 8,381 9,005
Customer Tooling 40,201 34,353
------ ------
$64,351 $54,867
====== ======
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Accounting Changes
In June 1997, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 131, "Disclosure About Segments of an Enterprise and
Related Information." The Company will adopt provisions of this statement,
as required, for the year ended December 31, 1998. The Company believes it
has only one Operating Segment and expects this statement to have no impact
on its financial reporting and related disclosures.
On June 15, 1998 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities." SFAS 133 is effective
for all fiscal quarters of all fiscal years beginning after June 16, 1999
(January 1, 2000 for the Company). SFAS 133 requires that all derivative
instruments be recorded on the balance sheet at their fair value. The
Company anticipates that, due to the nature of its use of derivative
instruments, the adoption of SFAS 133 will not have a significant effect on
the Company's results of operations or its financial position.
4. Comprehensive Income
Effective January 1, 1998, the Company adopted Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income."
This statement requires that all items recognized under accounting standards
as components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual
financial statements. This statement also requires an entity to classify
items of other comprehensive earnings by their nature in an annual financial
statement as defined. The Company's total comprehensive earnings were as
follows:
For the three months For the six months
ended June 30, ended June 30,
1998 1997 1998 1997
---- ---- ---- ----
(Dollars in Thousands)
Net earnings (loss) $138 $3,768 $(199) $(474)
Other comprehensive income (1) (50) 11 (110)
Total comprehensive earnings $137 $3,718 $(188) $(584)
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
KEY PLASTICS L.L.C.
This report contains forward-looking statements which involve known and
unknown risks, uncertainties and other factors including, without
limitation, the Risk Factors set forth in the Company's 1997 Form 10-K that
may cause the actual results of the Company to be materially different from
the results expressed or implied in such forward-looking statements.
RESULTS OF OPERATIONS
Below is a summary of period-to-period changes in the principal
items of the condensed statements of operations. This is followed by a
discussion and analysis of significant factors affecting the Company's
earnings for the period.
Comparison of Results of Operations
Increase(Decrease)
($ in Millions)
Three Months Ended Six Months Ended
June 30,1998 vs. June 30, 1998 vs.
June 30,1997 June 30, 1997
Net sales $5.0 6% $20.7 14%
Cost of sales 6.4 10% 19.9 17%
Gross profit (1.4) (8%) .8 3%
Selling, general and
Administrative expenses 1.2 16% 2.9 20%
Amortization .1 .7
Interest expense, net 1.0 17% 2.0 18%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three months ended June 30,1998 compared to three months ended June 30,1997.
Net sales for the second quarter of 1998 were $86.6 million, $5.0 million,
or 6% higher than the comparable quarter of 1997. Revenues from operations
acquired in the last 12 months accounted for the sales increase from the
second quarter of 1997. These increases were partially offset by the
adverse impact of the General Motors strike in North America and a price
reduction granted to one of the Company's major customers. As a result of
the price reduction, the Company believes it will be given the opportunity to
quote on significant levels of new business with that customer.
Gross profit was $16.4 million or 18.9% of sales compared to $17.8 million
or 21.8% of sales in second quarter of 1997. The Company attributes about
half the decline in gross profit to the price reduction discussed above.
Lower margins experienced at certain of the Company's recent acquisitions
lowered gross profit by about 1% from the 1997 level. This is in line with
the Company's expectations for these operations. The remainder of the
decrease in the gross profit percentage is attributed to the General Motors
North American strike.
Selling, general and administrative expenses increased by $1.2 million to
$8.9 million or 10.4% of sales compared to 9.5% of sales in the second
quarter of 1997. This increase stems from the Company's expansion in
Europe, particularly in France, and, to a lesser extent, other
infrastructure costs to support the Company's growth plan.
Interest expense was $6.9 million for the quarter, an increase of $1.0
million over 1997. The increase is primarily due to the incurrence of
additional debt related to 1997 and 1998 acquisitions. As a result of a new
loan agreement entered into in March 1997 and amended in March 1998 (the
"Senior Credit Facility"), the Company's incremental borrowing rate is less
than its average rate for the comparable period of last year.
Six months ended June 30,1998 compared to six months ended June 30,1997.
Net sales for the first six months of 1998 were $169.0 million, $20.7
million, or 14% higher than the comparable period of 1997. Revenues from
acquired operations account for the majority of the year over year sales
increase. As indicated above, the year over year sales comparison was
adversely impacted by the General Motors strike in North America and by the
price reduction granted to one of the Company's major customers.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Gross profit increased by $0.8 million from the second quarter of 1997 to
$32.1 million. For the six month period, gross profit as a percent of sales
decreased from 21.1% to 19.0%. As discussed above, the gross profit
percentage is lower than the comparable period of 1997 as a result of a
price reduction granted to a major customer, lower margins experienced by
certain of the Company's recent acquisitions and the General Motors strike.
Selling, general and administrative (SG&A) expenses increased by $2.9
million over the first half of 1997. SG&A as a percent of sales increased
to 10.4% from 9.9% in the same period of 1997. This increase stems from the
Company's expansion in Europe, particularly in France, and, to a lesser
extent, other infrastructure costs to support the Company's growth plan.
Interest expense was $13.0 million for the first six months of 1998, an
increase of $2.0 million over the comparable period of 1997. The increase
is primarily due to the incurrence of additional debt related to 1997 and
1998 acquisitions. As a result of entering into the Senior Credit Facility,
the Company's incremental borrowing rate is less than its average rate for
the comparable period of the prior year.
FINANCIAL CONDITION
The Company believes its existing sources of liquidity are adequate to meet
its operating requirements and fund its capital plan in 1998. As of March
9, 1998, the Senior Credit Facility was amended so that the Company could
convert an additional $45 million of revolving debt into five and one half
year amortizing term loans. Approximately half of these term loans are
denominated in European currencies (pounds sterling--$10 million USD
equivalent or French francs--$15 million USD equivalent). As a result, the
Company expects for its subsidiaries in the UK and France to realize lower
interest rates and establish a natural hedge for its net assets held in
those locations. Also during March 1998 the Company expanded its borrowing
abilities into Portugal as it established an escudo denominated revolving
credit agreement of $10 million. At June 30, 1998 the Company had debt of
$277.5 million and $5.5 million of availability under its Senior Credit
Facility. The Company is presently finalizing negotiations with its primary
lender to increase availability by an additional $20 million.
Cash used in operating activities in the first six months of 1998 was $15.5
million compared to $25.9 million used in the first half of 1997. The use
of cash is primarily the result of the Company's continued investment in
tool inventory for upcoming product launches. Increases in overall business
activity have also increased working capital usage, particularly in Europe,
as customer payment terms tend to be longer.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cash used in investing activities in the first six months of 1998 was $48.0
million compared to $24.2 million in the 1997 first half. Capital spending
in the first six months of 1998 was $26.5 million, compared to $20.9 million
in 1997. The majority of the Company's capital spending (excluding
acquisitions) in both periods was to facilitize for new programs which
include injection molding, assembly equipment and automation. Increases in
intangible assets of $16.4 million, the other major component of investing
activities in the first half of 1998, represent the excess of purchase price
over book value for acquisitions.
YEAR 2000 COSTS
The Company is in the process of addressing the effect the year 2000 will
have on its computer systems. The Company is currently engaged in a project
to upgrade its software to programs to consistently and properly recognize
the year 2000. The Company presently does not believe the cost to bring its
software products and internal systems into year 2000 compliance will have a
material adverse effect on its results of operations or financial condition.
There can be no assurance, however, that the Company's current products and
internal systems do not contain undetected errors or defects associated with
the year 2000 date functions that may result in material costs to the
Company.
The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company
may be vulnerable if those third parties fail to remediate their own year
2000 issues. The Company can give no assurance that the systems of other
companies on which the Company's systems rely will be converted on time or
that a failure to convert by another company or a conversion that is
incompatible with the Company's would not have a material adverse effect on
the Company.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not presently applicable
PART II. OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K.
(a) Exhibit--27 Financial Data Schedule (EDGAR version only).
(b) Reports on Form 8-K--None.
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.
KEY PLASTICS L.L.C.
By: /S/ E. R. Autry
E.R. Autry
Vice President, Finance &
Procurement
(on behalf of the registrant
and as Principal Financial Officer)
And: /S/ David M. Smith
David M. Smith
Corporate Controller
(Principal Accounting Officer)
Dated: August 14, 1998
Exhibit Index
Exhibit No. Description
- - ---------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<PERIOD-TYPE> 3-Mos
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-END> Jun-30-1998
<CASH> 6,355
<SECURITIES> 0
<RECEIVABLES> 68,988
<ALLOWANCES> 0
<INVENTORY> 64,351
<CURRENT-ASSETS> 145,092
<PP&E> 137,442
<DEPRECIATION> 0
<TOTAL-ASSETS> 338,034
<CURRENT-LIABILITIES> 62,464
<BONDS> 274,856
<COMMON> 0
0
0
<OTHER-SE> (5,367)
<TOTAL-LIABILITY-AND-EQUITY> 338,034
<SALES> 86,584
<TOTAL-REVENUES> 86,584
<CGS> 70,211
<TOTAL-COSTS> 79,195
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,879
<INCOME-PRETAX> 316
<INCOME-TAX> 178
<INCOME-CONTINUING> 138
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 139
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
