SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended June 30, 1997 Commission file number 33-56048
KEY PLASTICS, INC.
MICHIGAN 38-2653726
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21333 Haggerty Rd., Suite 200, Novi, MI 48375
(Address of principal executive offices) (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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
As of August 13, 1997, 320,908 shares of the Company's Common Stock were
outstanding.
<PAGE>
PART I - Financial Information
Item 1.
KEY PLASTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATION
(Unaudited)
For the For the
Three Months Six Months
Ended June 30, Ended June 30,
------------------------ ------------------------
1997 1996 1997 1996
Net Sales $81,553,792 $57,476,280 $148,296,098 $102,772,854
Cost of Sales 65,038,957 46,278,757 119,163,506 82,328,535
---------- ---------- ----------- -----------
Gross Profit 16,514,835 11,197,523 29,132,592 20,444,319
Selling general
& administrative 6,772,771 4,124,735 13,139,704 7,368,772
Amortization 554,469 160,203 749,692 320,406
---------- ---------- ----------- ----------
Operating income 9,187,595 6,912,585 15,243,196 12,755,141
Interest expense, net 5,405,581 3,638,847 10,383,598 7,145,515
---------- ---------- ----------- ----------
Net income before
foreign taxes 3,782,014 3,273,738 4,859,598 5,609,626
Foreign income taxes (15,000) -- 134,000 --
---------- ---------- ---------- ----------
Net income before
extraordinary item 3,767,014 3,273,738 4,993,598 5,609,626
Extraordinary item--
debt refinancing -- -- (5,468,000) --
Net income (loss) $ 3,767,014 $ 3,273,738 $ (474,402) $ 5,609,626
=========== ========== ========== ==========
Earnings per share:
Net income before
extraordinary item $ 11.26 $ 9.87 $ 14.93 $ 16.91
----------- ---------- ---------- ----------
Net income (loss) $ 11.26 $ 9.87 $ (1.42) $ 16.91
----------- ---------- ---------- ----------
See notes to condensed consolidated financial statements
<PAGE>
KEY PLASTICS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1997 1996
-------- ------------
ASSETS (Unaudited)
Current assets:
Cash $ 1,537,292 $ --
Accounts receivable, net 66,385,177 43,131,344
Inventories 39,798,275 35,634,636
Prepaid expenses and other
current assets 3,412,139 2,075,589
----------- ------------
Total current assets 111,132,883 80,841,569
Property, plant and equipment, net 112,787,722 98,908,150
Intangibles, net 15,456,437 8,516,123
Other assets 5,191,348 4,938,500
Total assets $244,568,390 $193,204,342
=========== ===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term
debt $ 5,994,006 $ 64,484,121
Accounts payable 33,500,912 35,706,663
Accrued liabilities 14,371,105 20,873,671
----------- -----------
Total Current liabilities 53,866,023 121,064,455
Capital lease obligations 1,954,410 2,057,059
Long-term debt 200,303,209 82,520,618
Other long-term liabilities 2,600,779 3,124,779
Shareholders' deficit:
Common stock, par value $.30
Authorized: 450,000
Issued and outstanding:
320,908 and 315,908 respectively 96,274 94,772
Additional paid-in capital 12,483,894 9,786,603
Currency translation 149,300 259,300
Accumulated deficit (26,885,499) (25,703,244)
----------- -----------
Total shareholders' deficit (14,156,031) (15,562,342)
----------- -----------
Total liabilities and
shareholders' deficit $244,568,390 $193,204,342
=========== ===========
See notes to condensed consolidated financial statements
<PAGE>
KEY PLASTICS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
For the
six months
ended June 30,
------------------------
1997 1996
Cash flows from operating activities:
Net income before extraordinary item $4,993,598 $5,609,626
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 7,091,819 4,111,729
Amortization 749,745 320,406
(Increase) Decrease in assets:
Accounts receivable (24,721,833) (7,613,878)
Inventories (4,163,639) (564,380)
Other current assets (1,336,550) 1,109,042
Increase (Decrease) in liabilities:
Accounts payable (2,205,751) (1,580,957)
Accrued liabilities (6,502,566) 1,653,609
----------- -----------
Total adjustments (31,088,775) (2,564,429)
----------- -----------
Net cash provided (used) by operating
activities (26,095,177) 3,045,197
----------- -----------
Cash flows from investing activities:
Acquisitions of property, plant and
equipment (9,316,391) (5,485,460)
Property, plant and equipment of
acquired businesses (11,537,270) (7,236,188)
Other investments -- (1,858,012)
Increase in other assets (3,379,567) (491,197)
----------- -----------
Net cash used for investing activities (24,233,228) (15,070,857)
----------- -----------
Cash flows from financing activities:
Net borrowings under debt agreements 229,895,907 12,932,147
Principal payments under debt agreements (170,706,080) (287,300)
Debt refinancing cost (9,398,720) --
Shareholder capital contribution 2,672,424 --
Dividend distributions (707,834) (999,234)
------------ -----------
Net cash provided by financing activities 51,755,697 11,645,613
------------ -----------
Effect of exchange rate changes on cash 110,000 380,047
Net increase in cash 1,537,292 --
Cash, beginning of period -- --
Cash, end of period $1,537,292 $ --
============ ===========
Supplemental disclosure of cash
flow information, cash paid
during the period for interest $9,332,773 $ 6,664,958
============ ===========
See notes to condensed consolidated financial statements
<PAGE>
KEY PLASTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Financial Statement Presentation:
These financial statements should be read in conjunction with the Company's
consolidated financial statements for the year ended December 31, 1996 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 month periods ended June 30, 1997 and 1996
is unaudited but includes all adjustments, consisting of normal recurring
adjustments, which management of Key Plastics, Inc. (the "Company")
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, 1996 balance sheet have been reclassified
to conform to the current period presentation.
During March of 1997 the Company completed several actions to refinance its
existing debt and secure additional financing for the future, including:
(1) A tender offer for all of its $65.0 million, 14% Senior Notes due 1999
[$40.1 million of the notes were tendered]; (2) A private placement for
$125.0 million, 10-1/4% Senior Subordinated Notes due 2007; and (3) Entered
into a new $140.0 million Senior Credit Facility.
In 1996 the Company acquired injection molding, painting and assembly
operations primarily serving the automotive industry in the United Kingdom
(acquired May 1, 1996) and Portugal (controlling interest acquired November
1, 1996). On March 28, 1997 the Company acquired three injection molding
and assembly operations from Aeroquip Corporation, a subsidiary of Aeroquip-
Vickers Corporation (the Aeroquip Acquisition). The Aeroquip Acquisition
expands the Company's existing decorative bezel business. On June 30, 1997
the Company acquired the screen printing and injection molding operations of
T.D. Shea Manufacturing, Inc. (the T.D. Shea Acquisition). The T.D. Shea
Acquisition gives the Company the ability to control production of appliques
used in its decorative bezels and instrument cluster assemblies. These
acquisitions have been accounted for using the purchase method. The
consolidated financial statements include the results of operations and cash
flows for the acquired companies from the date of acquisition as well as the
financial position at June 30, 1997.
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,
1997 1996
------- -----------
Raw materials $ 6,436,308 $ 7,859,701
Work in progress 3,684,897 2,584,080
Finished goods 7,858,178 7,586,917
Customer Tooling 21,818,892 17,603,938
---------- ----------
$39,798,275 $35,634,636
========== ==========
<PAGE>
3. Earnings Per Share:
Earnings per share amounts for the three and six month periods ended June
30, 1997 and 1996 are computed by using net income divided by the weighted
average number of shares of common and common equivalent shares outstanding
during the period using the treasury stock method.
The weighted average number of shares used in computing earnings per share
are 345,076 and 331,735 for the three months ended June 30, 1997 and 1996,
respectively, and 345,076 and 331,819 for the six months ended June 30, 1997
and 1996, respectively.
The Company is closely-held and, accordingly, there is no public market for
the Company's common stock. For purposes of computing the incremental
common equivalent shares outstanding under the treasury stock method, the
Company utilized management's estimate of fair value of the Company's Common
Stock.
4. Accounting Changes:
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings
per share, was issued by the Financial Accounting Standards Board in
February 1997. Adoption of SFAS 128, effective for periods ending after
December 15, 1997 is not expected to have a material effect on reported
earnings.
Statement of Financial Accounting Standards No. 130 ("SFAS 130"), Reporting
Comprehensive Income and Statement of Financial Accounting Standards No.
131, Disclosures About Segments of an Enterprise, were issued by the
Financial Accounting Standards Board in June 1997. The effect of adopting
these standards is not expected to be material.
5. Subsequent Event:
On August 8, 1997 the Company entered into an agreement to purchase
Clearplas France SA, located in Belleme, France. Clearplas supplies
injection molded interior trim, dashboard and under the hood components to
the European Automotive industry. The sale is expected to close in
September.
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
KEY PLASTICS, INC.
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 Thousands)
Three Months Ended Six Months Ended
June 30, 1997 vs. June 30, 1997 vs.
June 30, 1996 June 30, 1996
-------------------- -----------------
Net sales $24,078 42% $45,523 44%
Cost of sales 18,760 41% 36,835 45%
Selling, general and
administrative expenses 2,648 64% 5,770 78%
Amortization 394 246% 429 134%
Interest expense, net 1,766 49% 3,238 45%
Net income (loss) before
extraordinary item 493 15% (616) (13%)
Acquisitions:
On March 28, 1997, the Company acquired three injection molding and assembly
operations owned by Aeroquip Corporation, a subsidiary of Aeroquip-Vickers
Corporation. The acquired business represents an expansion of the Company's
existing decorative bezel business. The acquisition has been accounted for
using the purchase method. On June 30, 1997, the Company acquired the
assets of T.D. Shea Manufacturing, Inc. Such assets include screen printing
and injection molding operations located in Indiana. This acquisition gives
the Company the ability to control production of appliques used in its
decorative bezels and instrument cluster assemblies. This acquisition has
also been accounted for using the purchase method.
Three months ended June 30, 1997 compared to three months ended June
30,1996:
Net sales for the three month period ended June 30, 1997 were $81.6 million;
an increase of approximately $24.1 million or 42% over the same period last
year. The increase was attributable to acquired businesses ($18.0 million)
and volume related increases in existing injection molding, paint and
assembly operations primarily related to new programs ($4.8 million).
Tooling revenues increased $1.3 million over the prior year making up the
balance of the $24.1 million increase.
Gross profit increased $5.3 million in the second quarter of 1997 compared
to the second quarter of 1996 primarily as a result of the aforementioned
sales increases.
Selling, general and administrative expenses increased $2.6 million in the
second quarter of 1997 as compared to the same period last year. The
increase is primarily related to 1996 and 1997 acquisitions.
<PAGE>
Operating income increased over the prior year second quarter by $2.3
million as a result of the foregoing.
Interest expense increased because of higher average debt outstanding offset
by slightly lower interest rates.
Six months ended June 30, 1997 compared to six months ended June 30, 1996:
Net sales for the six month period ended June 30, 1997 increased $45.5
million or 44% over the same period last year. The increase was attributable
to acquired businesses, including the full year effect of 1996 acquisitions
($32.8 million) and volume related increases in existing injection molding,
paint and assembly operations primarily related to new programs ($11.4
million). Tooling revenues increased $1.3 million over the prior year
making up the balance of the $45.5 million increase.
Selling, general and administrative expenses increased $5.8 million in the
first half of 1997 as compared to 1996. The increase is primarily related
to 1996 and 1997 acquisitions.
The increase in amortization relates primarily to costs incurred refinancing
the Company's debt which was completed in March as discussed below.
Operating income increased by $2.5 million as a result of the foregoing.
Interest expense increased $3.2 million for the reasons discussed in the
three month comparison above.
The extraordinary item of $5.5 million represents the amount paid for the
tender offer and related consent fees for the retirement of $40.1 million of
the 14% Senior Notes due 1999 and the write-off of the related unamortized
original issue costs.
FINANCIAL POSITION
During March 1997 the following actions to refinance the Company's debt were
completed:
(1) A tender offer for all of its $65.0 million, 14% Senior Notes due
1999 [$40.1 million of the notes were tendered and repaid; $24.9 million
remain outstanding];
(2) A private placement for $125.0 million, 10-1/4% New Senior
Subordinated Notes due 2007; and
(3) Entered into a $140.0 million Senior Credit Facility.
The proceeds of the private placement were principally used to fund the
tender and replace existing bank debt. Borrowings on the Senior Credit
Facility were for general corporate purposes, including acquisitions,
discussed more fully above.
Accounts receivable increased by $24.7 million comparing June 30, 1997 to
December 31, 1996. $8.9 million is due to increased parts sales at the
Company's existing facilities and timing within the quarter (June tends to
be a peak volume month, where December tends to be a non-peak month).
Accounts receivable at acquired operations added $12.1 million to accounts
receivable at June 30, 1997. Customer tooling related receivables increased
by $3.7 million over the prior quarter primarily as a result of increased
tooling programs.
The inventory increase of $4.2 million from December 31, 1996 to June 30,
1997 was due in part to the inventory from acquired companies of $4.1
million and $3.3 million related to increases in customer tooling inventory
related to the design and build of tooling for programs expected to launch
in 1998. Inventory at the Company's existing operations decreased $3.2
million as a result of efficiencies and enhanced cooperation with suppliers.
<PAGE>
Accrued liabilities decreased by $6.5 million from December 31, 1996 due
primarily to the $5.9 million payout of all accrued interest for the debt
refinanced.
Property, plant and equipment increased $13.9 million due primarily to
acquisitions ($11.5 million) and purchases of capital items at existing
operating locations ($9.3 million), net of the increases in the depreciation
reserve for the six month period ($7.1 million).
The Company believes its existing sources of liquidity are adequate to meet
its operating requirements in fiscal 1997.
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities.
(a) On July 7, 1997, the Company commenced an offer to exchange up to an
aggregate principal amount of $125 million of its 10-1/4% Senior
Subordinated Notes Series B due 2007, which were registered under the
Securities Act of 1933, as amended, for up to an aggregate principal amount
of $125 million of its outstanding 10-1/4% Senior Subordinated Notes due
2007. The exchange offer expired on August 8, 1997. All of the outstanding
notes were exchanged pursuant to the offer.
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, INC.
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, 1997
<PAGE>
Exhibit Index
Exhibit No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,537
<SECURITIES> 0
<RECEIVABLES> 66,385
<ALLOWANCES> 0
<INVENTORY> 39,798
<CURRENT-ASSETS> 111,133
<PP&E> 112,788
<DEPRECIATION> 0
<TOTAL-ASSETS> 244,568
<CURRENT-LIABILITIES> 53,866
<BONDS> 200,303
<COMMON> 96
0
0
<OTHER-SE> (14,060)
<TOTAL-LIABILITY-AND-EQUITY> 244,568
<SALES> 81,554
<TOTAL-REVENUES> 81,554
<CGS> 65,038
<TOTAL-COSTS> 65,038
<OTHER-EXPENSES> 6,773
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,406
<INCOME-PRETAX> 3,782
<INCOME-TAX> (15)
<INCOME-CONTINUING> 3,767
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,767
<EPS-PRIMARY> 11.26
<EPS-DILUTED> 0
</TABLE>
