<PAGE> 1
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, 1999
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> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................... $ 13,667 $ 3,798
Accounts receivable, net........................... 125,779 77,795
Inventories........................................ 73,373 53,006
Prepaid expenses................................... 12,293 6,659
--------- ---------
Total current assets.......................... 225,112 141,258
Property, plant and equipment, net................... 211,841 171,533
Tooling assets, net.................................. 40,824 24,800
Intangibles, net..................................... 96,650 42,292
Other assets......................................... 12,260 8,606
--------- ---------
Total assets.................................. $ 586,687 $ 388,489
========= =========
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Accounts payable................................... $ 92,922 $ 61,043
Other accrued liabilities.......................... 41,620 22,095
--------- ---------
Total current liabilities..................... 134,542 83,138
Long-term debt....................................... 423,070 301,038
Capital leases....................................... 5,108 3,692
Other long-term obligations.......................... 2,294 9,080
Minority interest.................................... 37,665 --
Members' equity (deficit):
Member contributions.............................. 19,355 19,355
Accumulated deficit............................... (32,965) (27,960)
Accumulated other comprehensive income:
Currency translation........................... (2,382) 146
--------- ---------
Total members' equity (deficit)............... (15,992) (8,459)
--------- ---------
Total liabilities and members' equity (deficit)...... $ 586,687 $ 388,489
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 3
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(UNAUDITED) (UNAUDITED)
1999 1998 1999 1998
----------------- ----------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Net sales....................................... $ 134,093 $90,512 $ 397,952 $ 259,520
Cost of sales................................... 112,944 76,516 329,442 213,374
Selling, general and administrative expenses.... 13,609 9,067 39,811 26,352
--------- ------- --------- ---------
7,540 4,929 28,699 19,513
Amortization of Goodwill........................ 1,582 870 3,914 1,809
Interest expense and amortization of debt
issuance costs.................................. 10,047 7,627 27,230 20,656
Other non-operating expense, net................ 272 -- 892 281
--------- ------- --------- ---------
Net income (loss) before foreign income taxes, (4,361) (3,568) (3,337) (2,952)
and minority interest.........................
Foreign income tax expense...................... 739 248 1,541 488
Minority interest............................... -- -- -- 575
--------- ------- --------- ---------
Net income (loss)............................... $ (5,100) $(3,816) $ (4,878) $ (4,015)
========= ======= ========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
KEY PLASTICS L.L.C. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
1999 1998
----------------------------- -----------------------------
<S> <C> <C>
Net cash from operating activities........................... $ 18,663 $ (8,489)
--------- ---------
Cash flows from investing activities:
Acquisitions of property, plant and equipment.............. (27,097) (26,492)
Acquisition of Foggini Group of companies.................. (45,127) --
Property, plant and equipment from acquired businesses..... -- (21,614)
Acquisitions of tooling assets............................. (9,580) (11,092)
Increase in intangible assets.............................. (7,354) (17,567)
Increase in other assets, net.............................. (2,345) (6,447)
--------- ---------
Net cash used in investing activities...................... (91,503) (83,212)
Cash flows from financing activities:
Net borrowings under debt agreements....................... 245,056 245,231
Principal payments under debt agreements and capital lease
obligations................................................ (164,603) (159,861)
Proceeds from sale of equipment............................ 3,205 --
Net cash from member capital contributions................. -- 6,882
--------- ---------
Net cash provided by financing activities.................... 83,658 92,252
Impact of exchange rate changes on cash...................... (949) --
---------- ---------
Net increase (decrease) in cash.............................. 9,869 551
Cash, beginning of year.................................... 3,798 6,918
--------- ---------
Cash, end of period.......................................... $ 13,667 $ 7,469
========= =========
Supplemental disclosure of cash flow information -
Depreciation expense........................................ $ 23,585 $ 15,755
Cash paid during the period for interest.................... $ 28,539 $ 21,629
Cash paid during the period for income taxes................ $ 1,679 $ 882
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 5
]
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
These financial statements should be read in conjunction with the Key
Plastics L.L.C. (the "Company") consolidated financial statements for the
year ended December 31, 1998 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, 1999 and 1998
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 (GAAP) have been condensed or
omitted. All significant intercompany balances and transactions have been
eliminated in consolidation.
Certain items in the 1998 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:
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------------------ ------------------------
(DOLLARS IN THOUSANDS)
UNAUDITED
<S> <C> <C>
Raw materials $19,640 $15,709
Work in progress 7,853 3,203
Finished goods 14,424 10,009
Customer tooling in progress 31,456 24,085
------- -------
$73,373 $53,006
======= =======
</TABLE>
5
<PAGE> 6
KEY PLASTICS L.L.C.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Acquisition of Foggini Group of Companies
On March 29, 1999 the Company, through its subsidiary, Foggini-Key Europe,
Sarl ("Foggini-Key") acquired the Foggini Group of companies ("Foggini"),
headquartered in Turin, Italy. Foggini is a manufacturer and assembler of
plastic injection molded components for automotive OEMs and Tier 1 suppliers
in Western Europe. The acquisition of Foggini adds nine manufacturing
facilities spread throughout Italy, France, Switzerland and the Czech
Republic. Foggini has a product offering of interior trim components and
exterior parts that compliments the existing Key business.
The acquisition of Foggini has been accounted for using the Purchase Method.
The purchase included a cash payment of approximately $45 million and the
contribution of 35% equity of Foggini-Key. The results of operations include
Foggini from the date of acquisition. Pro forma sales and net income for the
nine months ended September 30, 1999 and 1998, assuming the acquisition of
Foggini had occurred as of January 1, 1998 are as follows:
<TABLE>
<CAPTION>
PRO FORMA
(DOLLARS IN THOUSANDS)
SALES GROSS MARGIN NET LOSS
----------- ------------ ------------
<S> <C> <C> <C>
1999 $430,660 $ 73,738 $5,921
1998 $360,302 $ 62,380 $6,617
</TABLE>
4. Debt
On March 26, 1999, the Company refinanced a portion of its existing term
loans and all of its revolving debt under its primary credit facility (the
"Old Senior Credit Agreement") and incurred new debt through amendment to,
and restatement of the Senior Credit Agreement (the "Senior Credit
Facility"). The new debt was used to fund the portion of the Foggini
acquisition and replace certain debt assumed in that transaction. The Senior
Credit Facility includes two amortizing term loans totaling $180 million and
a $120 million revolving credit facility. Final maturity for the amortizing
term loans occurs in 2005 and 2006. The maturity for the revolving credit
facility occurs in 2006.
On November 15, 1999, the Company executed an amendment ("the Amendment") to
its Senior Credit Facility. In addition to the relaxation of certain
financial covenants from September 30, 1999 through September 29, 2000, the
Amendment requires the Company to deliver member commitments to provide the
Company with additional equity of at least $15 million by December 31, 1999
and, if needed, a maximum of $10 million of additional equity through
September 29, 2000.
The Company having the intent and the ability to refinance current
maturities of its long-term debt has classified such obligations as
long-term debt.
5. Comprehensive Income
The Company's total comprehensive earnings were as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
UNAUDITED UNAUDITED
1999 1998 1999 1998
-------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
Net earnings (loss) $(5,100) $(3,816) $(4,878) $(4,015)
Other comprehensive income:
Currency translation 829 8 (2,528) 19
------- ------- ------- -------
Total comprehensive earnings (loss) $(4,271) $(3,808) $(7,406) $(3,996)
======= ======= ======= =======
</TABLE>
6
<PAGE> 7
6. Segment Data
The Company is a global supplier of highly engineered plastic components for
the automotive industry. Its comprehensive plastics manufacturing
capabilities include design and engineering, high-precision injection
molding, automated manufacturing and assembly, plastic painting and material
and product testing. All of these activities constitute a single operating
segment. Financial information summarized by geographic area is as follows:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
DOLLARS IN THOUSANDS (UNAUDITED) (UNAUDITED)
NET SALES:
- --------------------
1999 1998 1999 1998
---------------- -------------------- ---------------- ----------------
<S> <C> <C> <C> <C>
United States $ 74,333 $62,649 $235,304 $177,560
United Kingdom 10,874 9,166 35,368 27,899
France 17,426 4,774 43,381 15,689
Italy 15,408 -- 31,706 --
Other Europe 6,421 6,643 22,384 20,387
Other North America 9,632 7,280 29,809 17,985
--------- ------- ------- --------
TOTAL $ 134,093 $90,512 $397,952 $259,520
========= ======= ======== ========
</TABLE>
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30,
(UNAUDITED)
LONG-LIVED ASSETS 1999 1998
- ------------------ ---- ----
<S> <C> <C>
United States $148,215 $125,545
United Kingdom 16,875 17,364
France 16,583 2,287
Italy 24,420 --
Other Europe 23,930 10,417
Other North America 22,642 17,167
-------- --------
TOTAL $252,665 $172,780
======== ========
</TABLE>
Transfers between geographic areas are not significant, and when made, are
recorded at prices comparable to normal unaffiliated customer sales.
7
<PAGE> 8
7. Newly Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities". SFAS No. 133 establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. SFAS No. 133 requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results of the hedged item in the income
statement, and requires that a company formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting.
In July 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133, an Amendment of FASB Statement No. 133". Under SFAS No.
137, SFAS No. 133 is now effective for fiscal years beginning after June 15,
2000. A company may also implement SFAS No. 133 as of the beginning of any
fiscal quarter after issuance. SFAS No. 133 cannot be applied retroactively.
The Company is currently analyzing the impact of adoption of SFAS No. 133.
The adoption of SFAS No. 133 could increase volatility in earnings and other
comprehensive income.
In September 1999, the FASB's Emerging Issue Task Force ("EITF") reached a
consensus regarding EITF Issue No. 99-5, "Accounting for Pre-Production Costs
Related to Long-Term Supply Arrangements" ("EITF No. 99-5"). EITF No. 99-5
requires that design and development costs for products to be sold under
long-term supply arrangements be expensed as incurred, and costs incurred for
molds, dies and other tools that will be used in producing the products under
long-term supply agreements be capitalized and amortized over the shorter of
the expected useful life of the assets or the term of the supply arrangement.
The consensus can be applied prospectively to costs incurred after December
31, 1999 or as a cumulative effect of a change in accounting principle as of
the beginning of a company's fiscal year. The Company is analyzing the impact
adopting EITF 99-5 will have on its consolidated financial position and
results of operations.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
KEY PLASTICS L.L.C.
Certain statements contained or incorporated in this Quarterly Report on Form
10-Q which are not statements of historical fact constitute "Forward-Looking
Statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). The Company, pursuant to the "Safe-Harbor" provisions of
the Act, makes such statements in good faith.
Forward-looking statements include financial projections, estimates, and
statements regarding plans, objectives and expectations of the Company and its
management, including, without limitation, the Foggini acquisition, plans to
address computer software issues related to the approach of the year 2000, and
other risk factors set forth in the Company's 1998 Form 10-K, which are
incorporated herein by reference.
Forward-looking statements may involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Company to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Such risks, uncertainties and other factors include, without
limitation, those relating to the combination of the Company's business with
that of Foggini, operating efficiencies and restructuring charges in connection
with the acquisition, conditions in the automotive components industry, certain
global and regional economic conditions, the ability of the Company to timely
secure an equity infusion required by the Amendment to the Senior Credit
Facility and other factors detailed herein and from time to time in the
documents incorporated by reference herein. Expected synergistic savings from
the Foggini acquisition are based on estimates and assumptions by the Company's
management, which are inherently uncertain and subject to significant business,
economic and other uncertainties and contingencies which may cause actual
synergistic savings to differ materially from those projected. Moreover, the
Company's plans, objectives and intentions are subject to change based on these
and other factors (some of which are beyond the Company's control).
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)
(Dollars in millions)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
SEPTEMBER 30, 1999 vs. SEPTEMBER 30, 1999 vs.
SEPTEMBER 30, 1998 SEPTEMBER 30, 1998
<S> <C> <C> <C> <C>
Net sales $ 43.6 48% $138.4 53%
Cost of sales 36.4 48% 116.1 54%
Gross profit 7.2 51% 22.4 48%
Selling, general and
Administrative expenses 4.8 55% 13.5 51%
Amortization of goodwill 0.6 63% 2.1 116%
Interest expense, net 2.4 32% 6.6 32%
</TABLE>
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<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1998.
Net sales for the third quarter of 1999 were $134.1 million, which was $43.6
million, or 48% higher than the comparable quarter of 1998. Revenues from
operations acquired in the last 12 months accounted for approximately 72% of the
sales increase over the 1998 third quarter. Sales in the base business
(operations held as of July 1, 1998) increased by $10.8 million through a
combination of additional programs and volume increases. Tooling revenues were
also up by approximately $1.6 million in the third quarter of 1999, as compared
to the same quarter in 1998.
Gross profit in the third quarter of 1999 was $21.1 million, or 15.8% of sales,
compared to $14.0 million, or 15.5% of sales in the third quarter of 1998. The
increased gross profit is attributed to the increased sales volume.
Selling, general and administrative ("SG&A") expenses increased by $4.8 million
to $13.6 million, or 10.1% of sales, compared to 9.7% of sales in the third
quarter of 1998. The higher SG&A primarily reflect the costs required to support
recent acquisitions.
Amortization of goodwill increased by $0.6 million to $1.6 million in the third
quarter of 1999 as compared to the same quarter in 1998. The increase is
attributable to acquisitions completed over the last 12 months.
Interest expense was $10.0 million for the quarter, a net increase of $2.4
million over the same period for 1998. The increase is the result of debt
incurred to finance 1998 and 1999 acquisitions and higher interest rates
experienced on variable rate debt.
NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1998.
Net sales for the first nine months of 1999 were $398.0 million, which was
$138.4 million, or 53% higher than the comparable period of 1998. Revenues from
operations acquired in the last 12 months accounted for approximately 64% of the
sales increase over the 1998 first nine months. Sales in the base business
(operations held as of January 1, 1998) increased by $43.7 million through a
combination of additional programs and volume increases. Tooling revenues were
also up by approximately $5.7 million year over year.
Gross profit in the first nine months of 1999 was $68.5 million, or 17.2% of
sales, compared to $46.1 million, or 17.8% of sales in the comparable period of
1998. The increased gross profit is attributed to the increased sales volume.
The decrease in gross profit as a percentage of sales of 0.6% is primarily
attributable to certain of the Company's recent acquisitions where gross profit
as a percentage of sales has historically been lower than the Company's.
Selling, general and administrative ("SG&A") expenses increased by $13.5 million
to $39.8 million, or 10.0% of sales, compared to 10.2% of sales during the first
nine months of 1998. The higher SG&A primarily reflect the costs required to
support recent acquisitions.
Amortization of goodwill increased by $2.1 million to $3.9 million in the first
nine months of 1999 as compared to the same period in 1998. The increase is
attributed to acquisitions completed over the last 18 months.
Interest expense was $27.2 million for the nine months ended September 30, 1999,
a net increase of $6.6 million over the same period for 1998. The increase is
the result of debt incurred to finance 1998 and 1999 acquisitions and higher
interest rates experienced on variable rate debt.
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<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's principal cash requirements are to meet its debt payments, fund
its capital plan (including, where necessary, acquisitions) and meeting its
working capital needs. The Company anticipates its operating cash flow, together
with additional available borrowing under the Senior Credit Facility as amended,
and the planned equity infusion will be sufficient to meet the aforementioned
requirements.
Net cash provided from operations was approximately $18.7 million in the first
nine months of 1999 compared to $8.5 million used in the first nine months of
1998. The year over year increase in cash generated from operations primarily
relates to greater working capital productivity and higher profitability (after
giving effect to depreciation and amortization).
Net cash used in investing activities in the first nine months of 1999 was $91.5
million compared to $83.2 million for the same period of 1998. Capital
expenditures include injection molding machines, assembly equipment, automation
and tooling assets. The Company believes 1999 capital spending (excluding
tooling assets) will be approximately $37 million. Actual capital expenditures
may be greater as a result of acquisitions or new business opportunities.
Net cash provided by financing activities in 1999 was $83.6 million which
primarily relates to the acquisition of Foggini discussed elsewhere herein.
At September 30, 1999, the Company had total indebtedness of $423.1 million, of
which $125.0 million was incurred pursuant to issuance in 1997 of its 10.25%
Senior Subordinated Notes due 2007, $245 million was incurred pursuant to the
Company's Senior Credit Facility and $14 million represents the remaining
principal balance outstanding for the Company's issuance in 1992 of its 14%
Senior Notes due 1999. The balance of the debt is made up primarily of local
borrowings at the Company's foreign subsidiaries including factored receivables.
Availability under the revolving portion of the Senior Credit Facility was
approximately $6.8 million as of September 30, 1999.
YEAR 2000 COSTS
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. The Company
believes 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 have
been represented to the Company as Year 2000 ready, have been integrated into
the Company's systems. Replacement of non-compliant personal computers was
completed during the third quarter of 1999. Contingency plans which primarily
consist of manual procedures, have been developed to provide for a temporary
reduction in service of 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 its significant suppliers regarding their Year 2000
compliance and is
11
<PAGE> 12
attempting to identify any problem areas with respect to those suppliers. At
this time, these suppliers have responded stating they plan to be Year 2000
ready by 2000. This is 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 and if they do occur, that they will not have a
material adverse impact on the Company. The Company will develop contingency
plans to address specific problems as they are identified.
The Company has reviewed its building and utility systems for the impact of
Year 2000. The Company believes the systems in this area are Year 2000 ready.
While there is no reason to expect utility suppliers to 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 the Company has contingency plans developed for these
systems. However, 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 has completed an evaluation of the readiness
of the computer systems used in those processes. Findings to-date have required
minimal changes to achieve Year 2000 readiness. There can be no assurance that
the Company has or will identify and correct every Year 2000 problem in the
computer applications used in its production processes. The Company does not
believe, however, that contingency plans for these systems will be necessary.
RISKS
As a critical supplier to automotive OEM 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.
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.
The foregoing disclosure contains information regarding Year 2000 readiness,
which constitutes a "Year 2000 Readiness Disclosure" as defined in the Year 2000
Readiness Disclosure Act.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to a variety of market risks, including foreign currency
exchange rate fluctuations and interest rate fluctuations on its variable
borrowings.
FOREIGN CURRENCY RISK
A portion of the Company's operations consists of manufacturing and sales
activities outside of the United States. The Company manufactures and sells
products in Canada, Mexico, England, France, Portugal, Italy, Switzerland and
the Czech Republic. As a result, the Company's financial results could be
significantly affected by factors such as changes in foreign currency exchange
rates or weak economic conditions in the foreign markets in which the Company
distributes its products. The functional currency for all of the Company's
operations, with the exception of Mexico, is the currency of the country selling
the products. The US dollar is the functional currency of the Company's Mexican
operations. As such, the Company's operating results are exposed to exchange
rate fluctuations at its foreign locations.
At September 30, 1999, the Company's net assets subject to foreign currency
translation risk approximate $31.3 million. The potential loss from a
hypothetical 10% adverse change in quoted foreign currency exchange rates would
be approximately $3.1 million. This model assumes a parallel adverse shift in
currency exchange rates. As such, this assumption may overstate the impact of
exchange rate changes on individual assets and liabilities denominated in a
foreign currency.
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<PAGE> 13
At September 30, 1999, the Company held foreign exchange forward contracts with
a notional value of approximately $56 million. The contracts hedge US dollar
debt at certain of the Company's European subsidiaries.
INTEREST RATE RISK
Approximately two thirds of the Company's borrowings carry variable interest
rates tied to the US prime rate or LIBOR rates, which are subject to
fluctuations beyond the control of the Company. The Company has entered into
interest rate swaps with a notional amount of approximately $56 million. The
swaps convert a portion of the Company's borrowings tied to variable LIBOR rates
to variable EURIBOR rates. The effect of the swaps for the three months ended
September 30, 1999 was to reduce interest expense by approximately $200
thousand. The Company's fixed rate long-term borrowings, partially mitigates the
impact of potential interest rate fluctuations.
PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits -- A list of exhibits required to be filed as part of this Form
10-Q is included under the heading "Exhibit Index" included in this Form
10-Q and incorporated herein by reference.
(b) Reports on Form 8-K -- The Company did not file any reports on Form 8-K
during the third quarter of 1999.
13
<PAGE> 14
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/ Larry D. Schwentor
-----------------------------------------
Larry D. Schwentor
Senior Vice President Finance & Administration/
Chief Financial Officer
(on behalf of the registrant
and as Principal Financial Officer)
And: /S/ David M. Smith
----------------------------------------
David M. Smith
Vice President Corporate Finance
(Principal Accounting Officer)
Dated: November 15, 1999
14
<PAGE> 15
Exhibit Index
EXHIBIT NO. DESCRIPTION
- ----------- --------------------------------------------
27.1 Financial Data Schedule (EDGAR version only).
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 13,667
<SECURITIES> 0
<RECEIVABLES> 125,779
<ALLOWANCES> 0
<INVENTORY> 73,373
<CURRENT-ASSETS> 225,112
<PP&E> 211,841
<DEPRECIATION> 0
<TOTAL-ASSETS> 586,687
<CURRENT-LIABILITIES> 134,542
<BONDS> 423,070
0
0
<COMMON> 0
<OTHER-SE> (15,992)
<TOTAL-LIABILITY-AND-EQUITY> 586,687
<SALES> 134,093
<TOTAL-REVENUES> 134,093
<CGS> 112,944
<TOTAL-COSTS> 126,553
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,047
<INCOME-PRETAX> (4,361)
<INCOME-TAX> 739
<INCOME-CONTINUING> (5,100)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,100)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
