<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 JUNE 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>
June 30, December 31,
1999 1998
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents ........................ $ 16,201 $ 3,798
Accounts receivable, net ......................... 117,728 77,795
Inventories ...................................... 72,232 53,006
Prepaid expenses ................................. 8,645 6,659
--------- ---------
Total current assets ........................ 214,806 141,258
Property, plant and equipment, net ................. 198,085 171,533
Tooling assets, net ................................ 39,819 24,800
Intangibles, net ................................... 99,098 42,292
Other assets ....................................... 13,145 8,606
--------- ---------
Total assets ................................ $ 564,953 $ 388,489
========= =========
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
Current maturities of long-term debt ............. $ 19,831 $ 20,666
Accounts payable ................................. 96,378 61,043
Other accrued liabilities ........................ 31,409 22,095
Other short-term debt ............................ 18,252 --
--------- ---------
Total current liabilities ................... 165,870 103,804
Long-term debt ..................................... 364,451 280,372
Capital leases ..................................... 4,817 3,692
Other long-term obligations ........................ 7,651 9,080
Minority interest .................................. 33,758 --
Members' equity (deficit):
Member contributions ............................ 19,355 19,355
Accumulated deficit ............................. (27,738) (27,960)
Accumulated other comprehensive income:
Currency translation ......................... (3,211) 146
--------- ---------
Total members' equity (deficit) ............. (11,594) (8,459)
--------- ---------
Total liabilities and members' equity (deficit) .... $ 564,953 $ 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 six months ended
June 30, June 30,
(Unaudited) (Unaudited)
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales .................................................. $ 151,265 $ 86,584 $ 263,859 $ 169,008
Cost of sales .............................................. 124,507 70,151 216,498 136,858
Selling, general and administrative expenses ............... 15,114 9,027 26,202 17,566
--------- --------- --------- ---------
11,644 7,406 21,159 14,584
Amortization of Goodwill ................................... 1,514 194 2,332 841
Interest expense and amortization of debt issuance costs ... 9,677 6,879 17,183 13,029
Other non-operating expense, net ........................... 818 17 620 98
--------- --------- --------- ---------
Net income (loss) before foreign income taxes, (365) 316 1,024 616
minority interest .....................................
Foreign income tax expense ................................. 556 178 802 240
Minority interest .......................................... -- -- -- 575
--------- --------- --------- ---------
Net income (loss) .......................................... $ (921) $ 138 $ 222 $ (199)
========= ========= ========= =========
</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 six months ended June 30,
(Unaudited)
1999 1998
---- ----
<S> <C> <C>
Net cash from operating activities .......................... $ 15,795 $ (15,493)
--------- ---------
Cash flows from investing activities:
Acquisitions of property, plant and equipment ........... (20,350) (26,447)
Acquisition of Foggini Group of companies ............... (45,127) --
Increase in intangible assets ........................... -- (16,420)
Increase in other assets, net ........................... (1,878) (5,134)
--------- ---------
Net cash used in investing activities ................... (67,355) (48,001)
Cash flows from financing activities:
Net borrowings under debt agreements ..................... 224,180 177,790
Principal payments under debt agreements and capital lease
obligations .............................................. (162,023) (121,941)
Proceeds from sale of equipment .......................... 3,205 --
Net cash from member capital contributions ............... -- 7,082
--------- ---------
Net cash provided by financing activities ................... 65,362 62,931
Impact of exchange rate changes on cash ..................... (1,399) --
--------- ---------
Net increase (decrease) in cash ............................. 12,403 (563)
Cash, beginning of year .................................. 3,798 6,918
--------- ---------
Cash, end of period ......................................... $ 16,201 $ 6,355
========= =========
Supplemental disclosure of cash flow information -
Depreciation expense ...................................... $ 15,619 $ 10,290
Cash paid during the period for interest .................. $ 16,221 $ 11,862
Cash paid during the period for income taxes .............. $ 1,377 $ 197
</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 six months ended June 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>
June 30, December 31,
1999 1998
---- ----
(Dollars in thousands)
Unaudited
<S> <C> <C>
Raw materials $ 23,903 $ 15,709
Work in progress 6,641 3,203
Finished goods 11,456 10,009
Customer tooling in progress 30,232 24,085
-------- --------
$ 72,232 $ 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 six months ended June 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 millions)
Sales Gross Margin Net Loss
----- ------------ --------
<S> <C> <C> <C>
1999 $296.6 $52.6 $0.8
1998 $226.3 $41.2 $1.8
</TABLE>
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.
6
<PAGE> 7
4. Comprehensive Income
The Company's total comprehensive earnings were as follows:
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, June 30,
(Dollars in thousands) (Dollars in thousands)
Unaudited Unaudited
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings (loss) $ (921) $ 138 $ 222 $ (199)
Other comprehensive income:
Currency translation (3,073) (1) (3,357) 11
------- ----- ------- ------
Total comprehensive earnings (loss) $(3,994) $ 137 $(3,135) $ (188)
======= ===== ======= ======
</TABLE>
7
<PAGE> 8
5. 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 six months ended For the three months ended
June 30, June 30,
Dollars in thousands Unaudited Unaudited
Net Sales: 1999 1998 1999 1998
---------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
United States $160,768 $114,981 $ 82,900 $58,322
United Kingdom 24,495 18,733 11,374 9,570
France 25,956 10,915 20,796 5,824
Italy 16,298 -- 16,298 --
Other Europe 15,962 13,674 9,233 7,007
Other North 20,380 10,705 10,664 5,861
America -------- -------- -------- -------
TOTAL $263,859 $169,008 $151,265 $86,584
======== ======== ======== =======
<CAPTION>
As of June 30,
Unaudited
Long-Lived Assets 1999 1998
----------------- ---- ----
<S> <C> <C>
United States $147,811 $110,293
United Kingdom 19,135 9,467
France 13,406 1,828
Italy 23,067 --
Other Europe 13,370 14,994
Other North
America 21,115 9,640
-------- --------
TOTAL $237,904 $146,222
======== ========
</TABLE>
Transfers between geographic areas are not significant, and when made,
are recorded at prices comparable to normal unaffiliated customer
sales.
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 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).
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 Six Months Ended
------------------ ----------------
June 30, 1999 vs. June 30, 1999 vs.
June 30, 1998 June 30, 1998
<S> <C> <C> <C> <C>
Net sales $64.7 75% $94.9 56%
Cost of sales 54.4 77% 79.6 58%
Gross profit 10.3 63% 15.2 47%
Selling, general and
Administrative expenses 6.1 67% 8.6 49%
Amortization of goodwill 1.3 680% 1.5 177%
Interest expense, net 2.8 41% 4.2 32%
</TABLE>
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Three months ended June 30, 1999 compared to three months ended June 30, 1998.
Net sales for the second quarter of 1999 were $151.3 million, which was $64.7
million, or 75% higher than the comparable quarter of 1998. Revenues from
operations acquired in the last 12 months accounted for approximately 75% of the
sales increase over the 1998 second quarter. Sales in the base business
(operations held as of April 1, 1998) increased by $12.9 million through a
combination of additional programs and volume increases. Tooling revenues were
also up by approximately $3.5 million in the second quarter of 1999, as compared
to the same quarter in 1998.
Gross profit in the second quarter of 1999 was $26.8 million, or 17.7% of sales,
compared to $16.4 million, or 19.0% of sales in the second quarter of 1998. The
increased gross profit is attributed to the increased sales volume. The decrease
in gross profit as a percentage of sales of 1.3% is primarily attributable to
certain of the Company's recent acquisitions. Gross profit as a percentage of
sales for certain of these businesses has historically been lower than the
Company's. The most recent acquisition, Foggini, makes up a significant portion
of the decrease. Anticipated synergistic savings resulting from the acquisition
are expected to improve the gross margin in the future.
Selling, general and administrative ("SG&A") expenses increased by $6.1 million
to $15.1 million, or 10.0% of sales, compared to 10.4% of sales in the second
quarter of 1998. The higher SG&A primarily reflect the costs required to support
recent acquisitions. The SG&A decrease as a percentage of sales is attributed to
lower SG&A requirements to the support the overall Company's continued growth.
Amortization of goodwill increased by $1.3 million to $1.5 million in second
quarter of 1999 as compared to the same quarter in 1998. The increase is
attributeable to acquisitions completed over the last 12 months.
Interest expense was $9.7 million for the quarter, a net increase of $2.8
million over the same period for 1998. The increase is primarily the result of
debt incurred to finance 1998 and 1999 acquisitions.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Six months ended June 30, 1999 compared to six months ended June 30, 1998.
Net sales for the first six months of 1999 were $263.9 million, which was $94.9
million, or 56% higher than the comparable period of 1998. Revenues from
operations acquired in the last 12 months accounted for approximately 66% of the
sales increase over the 1998 first six months. Sales in the base business
(operations held as of January 1, 1998) increased by $26.8 million through a
combination of additional programs and volume increases. Tooling revenues were
also up by approximately $5.5 million year over year.
Gross profit in the first six months of 1999 was $47.4 million, or 17.9% of
sales, compared to $32.2 million, or 19.0% 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 1.1% 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 $8.6 million
to $26.2 million, or 9.9% of sales, compared 10.4% of sales in the first quarter
of 1998. The higher SG&A primarily reflect the costs required to support recent
acquisitions. The SG&A decrease as a percentage of sales is attributed to lower
SG&A requirements to support the overall Company's continued growth.
Amortization of goodwill increased by $1.5 million to $2.3 million in the first
half 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 $17.2 million for the six months ended June 30, 1999, a net
increase of $4.2 million over the same period for 1998. The increase is
primarily the result of debt incurred to finance 1998 and 1999 acquisitions.
12
<PAGE> 13
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 meet its working
capital needs. The Company anticipates its operating cash flow, together with
additional available borrowings under the Senior Credit Facility, will be
sufficient to meet the aforementioned requirements.
Net cash provided from operations was approximately $15.8 million in the first
six months of 1999 compared to $15.5 million used in the first six 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 six months of 1999 was $67.3
million compared to $48.0 million for the same period of 1998. The significant
year over year change is attributable to the Foggini acquisition, which was
completed on March 29, 1999 with cash, assumed debt and the transfer of 35%
ownership of Foggini-Key. 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 $65.4 million which
primarily relates to the acquisition of Foggini discussed elsewhere herein.
At June 30, 1999, the Company had total indebtedness of $402.5 million, of which
$125.0 million was incurred pursuant to issuance in 1997 of its 10.25% Senior
Subordinated Notes due 2007, $236.7 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. Availability under the revolving portion of the
Senior Credit Facility was approximately $16.1 million as of June 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. 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
13
<PAGE> 14
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 third quarter of 1999. Plans
are in place to replace non-compliant personal computers during the second half
of 1999. Contingency plans are also 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 its significant suppliers regarding their Year 2000
compliance and is attempting to identify any problem areas with respect to those
suppliers. Most suppliers responding state they plan to be Year 2000 compliant
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 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 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 draft contingency plans developed for these systems, a final
version is expected by September 30, 1999. 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, 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.
14
<PAGE> 15
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 June 30, 1999, the Company's net assets subject to foreign currency
translation risk approximate $26 million. The potential loss from a hypothetical
10% adverse change in quoted foreign currency exchange rates would be
approximately $2.6 million. This model assumes a parallel adverse shift in
currency exchange rates which is not widely viewed as likely. As such, this
assumption may overstate the impact of exchange rate changes on individual
assets and liabilities denominated in a foreign currency.
At June 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 June 30, 1999 was to reduce interest expense by approximately $.25
million. The Company also has fixed long-term borrowings, which partially
mitigate 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 following filings occurred in the second
quarter of 1999:
<TABLE>
<CAPTION>
Date Information Reported
- ---- --------------------
<S> <C>
April 13, 1999 Items 2 and 7
June 14, 1999 Items 2 and 7, Unaudited
Pro Forma Consolidated
Statement of Operations and
Audited Financial Statements
of Foggini Group.
</TABLE>
15
<PAGE> 16
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: July 23, 1999
16
<PAGE> 17
Exhibit Index
Exhibit No. Description
- ----------- -----------
27.1 Financial Data Schedule (EDGAR version only).
17
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUNE-30-1999
<CASH> 16,201
<SECURITIES> 0
<RECEIVABLES> 117,728
<ALLOWANCES> 0
<INVENTORY> 72,232
<CURRENT-ASSETS> 214,806
<PP&E> 198,085
<DEPRECIATION> 0
<TOTAL-ASSETS> 564,953
<CURRENT-LIABILITIES> 165,870
<BONDS> 364,451
0
0
<COMMON> 0
<OTHER-SE> (11,594)
<TOTAL-LIABILITY-AND-EQUITY> 564,953
<SALES> 151,265
<TOTAL-REVENUES> 151,265
<CGS> 0
<TOTAL-COSTS> 139,621
<OTHER-EXPENSES> 2,332
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,677
<INCOME-PRETAX> (365)
<INCOME-TAX> 556
<INCOME-CONTINUING> (921)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (921)
<EPS-BASIC> NA
<EPS-DILUTED> NA
</TABLE>
