<PAGE>
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 September 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.)
of 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
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, December 31,
1998 1997
---- ----
ASSETS
Current assets:
Cash $ 7,469 $ 6,918
Accounts receivable, net 80,306 58,186
Inventories 59,290 54,867
Prepaid expenses 5,249 3,529
------- -------
Total current assets 152,314 123,500
Property, plant and equipment, net 155,536 122,285
Intangibles, net 51,756 29,482
Other assets 19,299 7,637
------- -------
Total assets $378,905 $282,904
======= =======
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Current maturities of long-term debt $ 2,585 $ 2,653
Accounts payable 48,809 46,389
Other accrued liabilities 20,741 21,924
------- -------
Total current liabilities 72,135 70,966
Long-term debt 305,808 216,575
Other long-term obligations 10,383 7,624
Members' equity (deficit):
Member contributions 19,417 12,317
Accumulated deficit (29,019) (24,740)
Accumulated other comprehensive income:
Currency translation 181 162
------- -------
Total members' equity (deficit) (9,421) (12,261)
------- -------
Total liabilities and members'
equity (deficit) $378,905 $282,904
======= =======
The accompanying notes are an integral part of the financial statements.
<PAGE>
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
(Unaudited) (Unaudited)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $90,512 $73,431 $259,520 $221,727
Cost of sales 76,456 59,198 213,374 176,223
Selling, general and administrative expenses 9,029 7,048 26,633 21,720
------ ------ ------- -------
5,027 7,185 19,513 23,784
Amortization of Goodwill 968 51 1,809 151
Interest expense and amortization of debt
issuance costs 7,627 5,962 20,656 16,995
------ ------ ------ ------
Net income (loss) before foreign income
taxes, minority interest and extraordinary
item (3,568) 1,172 (2,952) 6,638
Minority interest -- 158 575 764
Foreign income tax expense (credit) 248 (121) 488 (255)
------ ------ ------ ------
Net income (loss) before extraordinary item (3,816) 1,135 (4,015) 6,129
Extraordinary item - debt refinancing -- -- -- (5,468)
Net income (loss) $(3,816) $ 1,135 $(4,015) $661
====== ====== ====== ======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
For the nine months ended
September 30,
(Unaudited)
1998 1997
---- ----
Net cash used for operating activities $ (8,489) $ (11,867)
-------- --------
Cash flows from investing activities:
Acquisitions of property, plant and
equipment, net (26,492) (17,103)
Property, plant and equipment from
acquired businesses (21,614) (13,337)
Increase in intangible assets (17,567) (10,255)
Increase in other assets, net (17,539) (15,993)
-------- --------
Net cash used in investing activities (83,212) (56,688)
Cash flows from financing activities:
Net borrowings under debt agreements 245,231 279,521
Principal payments under debt agreements and
capital lease obligations (159,861) (202,961)
Net cash from member capital contributions 6,882 2,672
Costs to secure new financing -- (9,399)
Dividend distributions -- (708)
-------- --------
Net cash provided by financing activities 92,252 69,125
-------- --------
Net increase (decrease) in cash 551 570
Cash, beginning of year 6,918 --
-------- --------
Cash, end of period $7,469 $570
======== ========
Supplemental disclosure of cash flow
information -
Depreciation expense $15,755 $11,195
Cash paid during the period for interest $21,629 $16,987
The accompanying notes are an integral part of the financial statements.
<PAGE>
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. This reorganization of entities under
common control has been accounted for at historical cost, in a manner
similar to a pooling of interests. 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 nine months ended September 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 Company's 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 1997 financial statements presented herein 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:
September 30, December 31,
1998 1997
(unaudited)
---- ----
Raw materials $15,681 $ 9,071
Work in progress 2,104 2,438
Finished goods 8,811 9,005
Customer Tooling 32,694 34,353
------ ------
$59,290 $54,867
====== ======
<PAGE>
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Accounting Change
In September 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 has only one
Operating Segment and expects this statement to have no impact on its
financial reporting and related disclosures.
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 ended For the nine months ended
September 30, September 30,
1998 1997 1998 1998
---- ---- ---- ----
(Dollars in Thousands)
Net earnings (loss) $(3,816) $1,135 $(4,015) $661
Other comprehensive income
(loss) 8 (133) 19 (243)
Total comprehensive earnings
(loss) $(3,808) $1,002 $(3,996) $418
5. Acquisition
On August 28, 1998 the Company completed the acquisition of three
manufacturing facilities from Concentric PLC. The results of operations for
these facilities is included in the consolidated results of the Company from
the date of acquisition. This acquisition has been accounted for using the
Purchase method. Pro forma results of operations as if this acquisition had
been consummated on January 1, 1997 and January 1, 1998, respectively, are
not materially different from the historical results of operations.
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
KEY PLASTICS L.L.C.
This report contains forward-looking statements which involve known and
unknown risks, uncertainties and other factors including, without
limitation, the Risk Factors set forth in the Company's 1997 Form 10-K that
may cause the actual results of the Company to be materially different from
the results expressed or implied in such forward-looking statements.
RESULTS OF OPERATIONS
Below is a summary of period-to-period changes in the principal items of the
condensed statements of operations. This is followed by a discussion and
analysis of significant factors affecting the Company's earnings for the
period.
Comparison of Results of Operations
Increase(Decrease)
($ in Millions)
Three Months Ended Nine Months Ended
September 30,1998 vs. September 30, 1998 vs.
September 30,1997 September 30, 1997
Net sales $17.1 23% $37.8 17%
Cost of sales 17.3 29% 37.2 21%
Gross profit (0.1) (1%) .6 (1%)
Selling, general and
Administrative expenses 2.0 28% 4.9 23%
Amortization of Goodwill .9 >100% 1.7 >100%
Interest expense, net 1.7 28% 3.7 22%
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three months ended September 30,1998 compared to three months ended
September 30,1997.
Net sales for the third quarter of 1998 were $90.5 million, which was $17.1
million, or 23% higher than the comparable quarter of 1997. Revenues from
operations acquired in the last 12 months accounted for the largest portion
of the sales increase over 1997. The third quarter of 1998 also reflects
$6.4 million more of tool billings than the comparable quarter of 1997.
Sales growth in the base business (operations held as of January 1, 1998)
was partially offset by the adverse impact of the General Motors strike in
North America and a price concession granted to one of the Company's major
customers. The price concession went into effect at the beginning of 1998.
The Company believes it will be given the opportunity to quote on
significant levels of new business with that customer as a result of the
price concession.
Gross profit in the third quarter of 1998 was $14.1 million, or 15.5% of
sales, compared to $14.2 million, or 19.4% of sales in the third quarter of
1997. The Company attributes approximately 1.7% of the decline in gross
profit percentage to the combined effect of the General Motors strike and
the price concession discussed above. The year over year increase in tool
billings, which resulted in nominal gross profit, adversely impacted the
gross profit percentage of sales by 1.3% compared to 1997. Lower margins
experienced at certain of the Company's 1998 acquisitions lowered overall
gross profit as a percent of sales by a further 0.7% from the 1997 level.
This is in line with the Company's expectations for these operations as the
Company is actively re-launching these operations with new management,
redesigned processes and upgraded equipment.
Selling, general and administrative (SG&A) expenses increased by $2.0
million to $9.0 million, or 10.0% of sales, compared to 9.6% of sales in the
third quarter of 1997. The increased SG &A as a percent of sales is the
result of building infrastructure to support planned growth, particularly in
Europe.
Interest expense was $7.6 million for the quarter, a net increase of $1.7
million over 1997. Interest expense increased by $2.0 million as a result
of debt incurred to finance 1997 and 1998 acquisitions, capital spending and
increased working capital usage. This increase was partially offset by $0.3
million due to lower interest rates on incremental borrowings.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Nine months ended September 30, 1998 compared to nine months ended September
30,1997.
Net sales for the first nine months of 1998 were $259.5 million, which was
$37.8 million, or 17% higher than the comparable period of 1997. Revenues
from the full year effect of 1997 acquisitions and operations acquired
during 1998 accounted for the majority of the year over year sales increase.
Tooling revenues in 1998 were $5.4 million greater than the comparable
period of 1997. These revenues are for the tools that will run production
for the launch of several new programs for the Company. As indicated above,
sales growth in the Company's operations held as of January 1, 1998 was
partially offset by the adverse effect of the General Motors strike in North
America and by the price concession granted to one of the Company's major
customers.
Gross profit for the nine months ended September 30, 1998 increased by $0.6
million over the 1997 third quarter to $46.1million. Gross profit as a
percent of sales decreased from 20.5% to 17.8%. The Company attributes
approximately 1.3% of the decline in gross profit percentage to the combined
effect of the General Motors strike and the price concession discussed
above. The year over year increase in tool billings, which resulted in
nominal gross profit, adversely impacted the gross profit percentage of
sales by 0.4% compared to 1997. Lower margins experienced at certain of the
Company's acquisitions lowered overall gross profit as a percent of sales by
a further 1.0% from the 1997 level. This is in line with the Company's
expectations.
Selling, general and administrative (SG&A) expenses were $26.6 million, or
10.3% of sales for the first nine months of 1998, compared to 9.8% of sales
for the same period of 1997. The increased SG &A as a percent of sales is
the result of building infrastructure to support planned growth,
particularly in Europe.
Interest expense was $20.7 million for the first nine months of 1998, a net
increase of $3.7 million over the comparable period of 1997. Interest
expense increased by $5.4 million as a result of debt incurred to finance
1997 and 1998 acquisitions, capital spending and increased working capital
usage. This increase was partially offset by $1.1 million due to lower
interest rates on incremental borrowings.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
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 its subsidiaries in the UK and France to experience
reduced interest rates while establishing a natural hedge for its net assets
held in those locations. The Company also established a Portuguese escudo
denominated revolving credit agreement of $10 million in March of this year.
At September 30, 1998 the Company had $308.4 million of long-term debt.
The Company's recent acquisitions have been funded by borrowings under the
Senior Credit Facility, as amended. Liquidity as of September 30, 1998,
including cash and availability under the Senior Credit Facility, was $9.7
million. The Company is negotiating with is primary bank group to increase
availability. The Company expects a new agreement will be in place before
the end of 1998. In response to current global economic conditions, the
Company has observed a tightening of credit markets, which may result in
higher interest rates for borrowings on its Senior Credit Facility. The
Company believes its existing sources of liquidity are adequate to meet its
operating requirements and fund its capital plan in 1998.
As part of the Company's continued growth, cash used in operating activities
in first nine months of 1998 was $8.5 million, compared to $11.9 million
used in the same period of 1997. The growth has resulted in increased
demands for working capital in both periods, particularly for investments in
tool inventory and related receivables for upcoming product launches.
Cash used in investing activities in the first nine months of 1998 was $83.2
million compared to $56.7 million in the first nine months of 1997. Capital
spending in the first nine months of 1998, including capital from acquired
businesses, was $48.1 million, compared to $30.4 million in 1997. The
capital from acquired businesses was $21.6 million in 1998 and $14.0 million
in 1997. The majority of the Company's capital spending (excluding
acquisitions) in both periods was to facilitize for new programs, which
includes injection molding, assembly equipment and automation. Increases in
intangible assets of $17.6 million in 1998 and $10.3 million in 1997,
represent the excess of purchase price over book value for acquired
companies and facilities.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
YEAR 2000
The Year 2000 problem relates to computer systems that have time and
date-sensitive programs that were designed to read years beginning with
"19", but may not properly recognize the Year 2000. If a computer system or
software application used by the Company or a third party dealing with the
Company fails because of the inability of the system or application to
properly read the Year 2000, the result could have a material adverse effect
on the Company.
Readiness/Contingency Plans
For its information technology, the Company currently utilizes an IBM
AS400-based computing environment which is complimented by a series of
local-area networks (LAN) and stand alone personal computers. Substantially
all operating systems related to the AS400 and LANs have been updated to
comply with Year 2000 requirements. In addition, upgraded versions of the
Company's financial, manufacturing and other software applications which are
Year 2000 ready are available, and are now in the process of being
integrated into the Company's systems. The Company expects this integration
to be complete by the end of the second quarter of 1999. Plans are in place
to replace non-compliant personal computers during the first half of 1999.
Contingency plans are presently under development for these systems.
The Company also has a program to determine the Year 2000 compliance efforts
of its equipment and material suppliers. The Company has sent comprehensive
questionnaires to all of it significant suppliers regarding their Year 2000
compliance and is attempting to identify any problem areas with respect to
those suppliers. This will be an ongoing program and the Company's response
to specific problems will depend upon its assessment of the risk that such
problems may cause. The Company cannot guarantee that Year 2000 problems
originating with suppliers will not occur. The Company will develop
contingency plans to address specific problems as they are identified.
The Company is also reviewing its building and utility systems for the
impact of Year 2000. Many of the systems in this area are Year 2000 ready.
While there is no reason to expect utility suppliers will not be Year 2000
compliant, there can be no assurance that these suppliers will in fact meet
the Company's requirements. The failure of any supplier to achieve Year
2000 compliance could cause a shutdown of one or more of the Company's
plants, which could adversely impact the Company's ability to supply
products to its customers. At this time no contingency plans have been
developed for these systems. The Company will develop such plans as the
need becomes known. In the case of utilities, alternative suppliers may not
be available.
The Company uses non-mainframe computers and software in production
processes throughout the world. The Company is presently evaluating the
readiness of the computer systems used in those processes. Findings to date
indicate minimal changes will be required to achieve Year 2000 readiness.
There can be no assurance that the Company will identify and correct every
Year 2000 problem in the computer applications used in its production
processes. The Company does not believe contingency plans for these systems
will be necessary.
Risks
As a critical supplier to automotive OEMs and tier 1 suppliers, the Company's
major exposure for Year 2000 problems is that of shutting down production at
one of its customer's factories. The costs associated with such an
occurrence could have a material adverse impact on the Company's results of
operations.
<PAGE>
Costs to Address Year 2000 Issues
The Company estimates the total cost of completing any required
modifications, upgrades or replacements will not have a material adverse
effect on the Company's results of operations. This estimate is being
monitored and will be revised as additional information becomes available.
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.
<PAGE>
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/ Joseph A. White
--------------------------
Joseph A. White
Vice President & Chief Financial Officer
(on behalf of the registrant
and as Principal Financial Officer)
And: /S/ David M. Smith
-----------------------------
David M. Smith
Corporate Controller
(Principal Accounting Officer)
Dated: November 16, 1998
<PAGE>
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> Sep-30-1998
<CASH> 7,469
<SECURITIES> 0
<RECEIVABLES> 80,306
<ALLOWANCES> 0
<INVENTORY> 59,290
<CURRENT-ASSETS> 152,314
<PP&E> 155,536
<DEPRECIATION> 0
<TOTAL-ASSETS> 378,905
<CURRENT-LIABILITIES> 72,135
<BONDS> 305,808
0
0
<COMMON> 0
<OTHER-SE> (9,421)
<TOTAL-LIABILITY-AND-EQUITY> 378,905
<SALES> 90,512
<TOTAL-REVENUES> 90,512
<CGS> 76,456
<TOTAL-COSTS> 85,485
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,627
<INCOME-PRETAX> (3,568)
<INCOME-TAX> 248
<INCOME-CONTINUING> (3,816)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,816)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
