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, 2000
Commission File Number 0-23222
FINISHMASTER, INC.
(Exact Name of Registrant as Specified in its Charter)
Indiana 38-2252096
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
54 Monument Circle, Suite 600, Indianapolis, IN 46204
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (317) 237-3678
Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.
Yes X No
------- ------
On August 14, 2000, there were 7,539,140 shares of the Registrant's common stock
outstanding.
<PAGE>
FINISHMASTER, INC.
FORM 10-Q
For the Quarter Ended June 30, 2000
TABLE OF CONTENTS
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets
Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Cash Flows
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
FINISHMASTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999 (1)
------------ ------------
ASSETS (unaudited)
CURRENT ASSETS
<S> <C> <C>
Cash $ 932 $ 619
Accounts receivable, net of allowance for doubtful
accounts of $1,431 and $1,680, respectively 31,916 30,135
Inventory 53,448 56,830
Prepaid expenses and other current assets 6,602 6,924
------------ ------------
TOTAL CURRENT ASSETS 92,898 94,508
PROPERTY AND EQUIPMENT, NET 7,483 7,720
OTHER ASSETS
Intangible assets, net 104,634 108,115
Other 5,566 3,892
------------ ------------
110,200 112,007
------------ ------------
$ 210,581 $ 214,235
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 21,503 $ 26,623
Accrued expenses and other current liabilities 9,242 8,220
Current portion of long-term debt 11,379 11,518
------------ ------------
TOTAL CURRENT LIABILITIES 42,124 46,361
LONG-TERM OBLIGATIONS 113,413 114,805
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares
authorized; no shares issued or outstanding --- ---
Common stock, $1 stated value, 25,000,000
shares authorized; 7,539,140 and 7,537,636
shares issued and outstanding 7,540 7,538
Additional paid-in capital 27,367 27,359
Retained earnings 20,137 18,172
------------ ------------
55,044 53,069
------------ ------------
$ 210,581 $ 214,235
============ ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
(1) The year-end condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles.
<PAGE>
FINISHMASTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------- -----------------------------------
2000 1999 2000 1999
-------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
NET SALES $ 87,343 $ 83,212 $ 172,013 $ 163,318
COST OF SALES 55,984 53,435 110,721 104,921
-------------- --------------- --------------- ---------------
GROSS MARGIN 31,359 29,777 61,292 58,397
-------------- --------------- --------------- ---------------
EXPENSES
Operating 13,325 12,469 26,772 24,570
Selling, general and administrative 11,033 10,256 21,359 19,964
Amortization of intangible assets 1,544 1,782 3,061 3,520
-------------- --------------- --------------- ---------------
TOTAL 25,902 24,507 51,192 48,054
-------------- --------------- --------------- ---------------
INCOME FROM OPERATIONS 5,457 5,270 10,100 10,343
Interest expense, net 3,050 2,661 5,938 5,408
-------------- --------------- --------------- ---------------
INCOME BEFORE INCOME TAXES 2,407 2,609 4,162 4,935
Income tax expense 1,346 1,307 2,197 2,457
-------------- --------------- --------------- ---------------
NET INCOME $ 1,061 $ 1,302 $ 1,965 $ 2,478
============== =============== =============== ===============
NET INCOME PER SHARE--BASIC $ 0.14 $ 0.17 $ 0.26 $ 0.33
============== =============== =============== ===============
NET INCOME PER SHARE--DILUTED $ 0.14 $ 0.17 $ 0.26 $ 0.33
============== =============== =============== ===============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
OUTSTANDING--BASIC
7,539 7,536 7,539 7,536
============== =============== =============== ===============
WEIGHTED AVERAGE SHARES OF COMMON STOCK
OUTSTANDING--DILUTED
7,544 7,536 7,558 7,539
============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
FINISHMASTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------------------
OPERATING ACTIVITIES 2000 1999
----------------- -----------------
<S> <C> <C>
Net income $ 1,965 $ 2,478
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 5,026 5,397
Amortization of financing costs 281 167
Changes in operating assets and liabilities:
Accounts receivable (1,235) (1,149)
Inventories 4,942 6,615
Prepaid expenses and other current assets (1,050) 3,097
Accounts payable and accrued expenses (3,977) (9,069)
----------------- -----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,952 7,536
----------------- -----------------
INVESTING ACTIVITIES
Business acquisitions (1,650) (181)
Purchases of property and equipment (539) (629)
Other (217) (89)
----------------- -----------------
NET CASH USED IN INVESTING ACTIVITIES (2,406) (899)
----------------- -----------------
FINANCING ACTIVITIES
Borrowings from long-term debt 53,649 57,280
Repayments of long-term debt (56,723) (63,968)
Debt issuance costs (159) ---
----------------- -----------------
NET CASH USED IN FINANCING ACTIVITIES (3,233) (6,688)
----------------- -----------------
INCREASE (DECREASE) IN CASH 313 (51)
CASH AT THE BEGINNING OF PERIOD 619 1,009
----------------- -----------------
CASH AT THE END OF PERIOD $ 932 $ 958
================= =================
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
FINISHMASTER, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Basis of Presentation: The interim financial statements are unaudited but, in
the opinion of management, reflect all adjustments necessary for a fair
presentation of financial position, results of operations and cash flows for the
periods presented. These adjustments consist of normal recurring items. The
results of operations for any interim period are not necessarily indicative of
results for the full year. The condensed consolidated financial statements and
notes are presented as permitted by the requirements for Form 10-Q and do not
contain certain information included in the Company's annual consolidated
financial statements and notes. This Form 10-Q should be read in conjunction
with the Company's consolidated financial statements and notes included in its
1999 Annual Report on Form 10-K.
Nature of Business: FinishMaster, Inc. ("the Company" or "FinishMaster") is the
leading independent distributor of automotive paints, coatings, and
paint-related accessories primarily to the automotive collision repair industry
in the United States. As of June 30, 2000, the Company operated 159 distribution
branches and three major distribution centers in 22 states, making it the only
national independent distributor in the industry. The Company is organized into
three major geographic regions and operating segments - the Southeastern,
Western, and Central/Northeastern Divisions. These three operating segments are
aggregated into a single reportable segment. The Company has over 30,000
customers to which it provides a comprehensive selection of brand name products
supplied by BASF, DuPont, 3M and PPG, in addition to its own FinishMaster
Private Brand refinishing accessory products. The Company is highly dependent on
the key suppliers outlined above, which account for approximately 80% of the
Company's purchases.
Principles of Consolidation: The Company's consolidated financial statements
include the accounts of FinishMaster, Refinishers Warehouse, Inc., and Thompson
PBE, Inc. All significant intercompany accounts and transactions have been
eliminated. References to the Company or FinishMaster throughout this report
relate to the consolidated entity.
Majority Shareholder: Lacy Distribution, Inc. ("Distribution"), an Indiana
corporation, which is a wholly-owned subsidiary of LDI, Ltd. ("LDI"), an Indiana
limited partnership, is the majority shareholder of the Company with 5,587,516
shares of common stock, representing 74.1% of the outstanding shares at June 30,
2000. Throughout the remainder of this report, LDI and Distribution are
collectively referred to as "LDI."
Recent Accounting Pronouncement: In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities." In June 1999, the FASB issued SFAS No. 137, which delayed the
effective date of SFAS No. 133 to January 1, 2001. The Company is not routinely
involved in derivative and hedging activities and adoption of this Statement is
not expected to have a material impact on financial condition or results of
operations.
Reclassification: Certain amounts in the condensed consolidated financial
statements have been reclassified to conform to the current period presentation.
2. ACQUISITIONS
During the first quarter of 2000, the Company completed three acquisitions that
are not material to its results of operations. No acquisitions were made in the
second quarter of 2000. Pro forma effects of the current and prior year
acquisitions have not been presented, as the effects are not material.
<PAGE>
3. NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income
per share:
<TABLE>
<CAPTION>
(in thousands, except per share data) Three Months Ended June 30, Six Months Ended June 30,
-------------------------------- ---------------------------
2000 1999 2000 1999
-------------- -------------- ------------ -----------
Numerator:
<S> <C> <C> <C> <C>
Net income $ 1,061 $ 1,302 $ 1,965 $ 2,478
============== ============== ============ ============
Denominator:
Basic-weighted average shares 7,539 7,536 7,539 7,536
Effect of dilutive stock options 5 --- 19 3
-------------- -------------- ------------ ------------
Diluted-weighted average shares 7,544 7,536 7,558 7,539
============== ============== ============ ============
Basic net income per share $ 0.14 $ 0.17 $ 0.26 $ 0.33
============== ============== ============ ============
Diluted net income per share $ 0.14 $ 0.17 $ 0.26 $ 0.33
============== ============== ============ ============
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
In January 1999, the Company was named in an unfair business practices lawsuit
by an automotive paint distributor located in the State of California. The
plaintiff in such suit alleged that the Company offered, in a manner that
injured the plaintiff, rebates and cash bonuses to businesses in the Southern
California area if those businesses would buy exclusively from the Company and
use the Company's products. The plaintiff claimed damages in the amount of $3.8
million, trebled to $11.4 million. The court recently granted summary judgment
in favor of the Company. The plaintiff has until August 11, 2000 to file a
notice of appeal. The Company believes that the claims are without merit and is
aggressively defending itself against all allegations. Accordingly, it has not
recorded any loss provision relative to damages sought by the plaintiff in this
lawsuit.
The Company is subject to various claims and contingencies arising out of the
normal course of business, including those relating to commercial transactions,
product liability, automobile, taxes, discrimination, employment and other
matters. Management believes that the ultimate liability, if any, in excess of
amounts already provided or covered by insurance, is not likely to have a
material adverse effect on the Company's financial condition, results of
operations or cash flows.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
<TABLE>
<CAPTION>
Net Sales
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $ 87,343 5.0% $ 83,212 $ 172,013 5.3% $ 163,318
----------------------------------------------------------------------------------------------------------------
</TABLE>
Net sales for the second quarter increased $4.1 million, or 5.0%, and for the
first half of 2000, $8.7 million, or 5.3%, primarily due to same branch sales
growth and acquisitions. Net sales resulting from acquisitions accounted for
approximately one half of the net sales growth in both the three and six-month
periods ended June 30, 2000.
<TABLE>
<CAPTION>
Gross Margin
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gross Margin $ 31,359 5.3% $ 29,777 $ 61,292 5.0% $ 58,397
Percentage of net sales 35.9% 35.8% 35.6% 35.8%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Gross margin in the second quarter increased $1.6 million, or 5.3%, due to the
increase in net sales volume and higher gross margins as a percentage of net
sales. Higher net sales volume impacted gross margin by approximately $1.5
million.
Gross margin for the first half of 2000 increased $2.9 million due to the
increase in net sales volume. Gross margin as a percentage of net sales
decreased slightly from 35.8% to 35.6%, impacting margins by $0.2 million.
<TABLE>
<CAPTION>
Operating Expenses
Three Months Ended June 30, Six Months Ended June 30,
--------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operating Expenses $ 13,325 6.9% $ 12,469 $ 26,772 9.0% $ 24,570
Percentage of net sales 15.3% 15.0% 15.6% 15.0%
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Operating expenses consist of wages, facility expenses, vehicle and related
costs for the Company's store and distribution locations. Operating expenses for
the second quarter increased $0.9 million, or 6.9%, and for the first half of
2000, $2.2 million, or 9.0%, as a result of higher operating expenses related to
increased sales volume and recently completed acquisitions, and a general
overall increase in expenses, principally wages and benefits.
<TABLE>
<CAPTION>
Selling, General and
Administrative Expenses
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Selling, General and
Administrative Expenses $ 11,033 7.6% $ 10,256 $ 21,359 7.0% $ 19,964
Percentage of net sales 12.6% 12.3% 12.4% 12.2%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Selling, general and administrative expenses ("SG&A") consist of costs
associated with the Company's corporate support staff and expenses for
commissions, wages, and customer sales support activities. SG&A expenses for the
second quarter increased $0.8 million, or 7.6%, and for the first half of 2000,
$1.4 million, or 7.0%, primarily as a result of higher wages and commissions
associated with the higher sales volume, and the implementation of new computer
systems.
<PAGE>
<TABLE>
<CAPTION>
Amortization of Intangible Assets
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Amortization of
Intangible Assets $ 1,544 (13.4%) $ 1,782 $ 3,061 (13.0%) $ 3,520
Percentage of net sales 1.8% 2.1% 1.8% 2.2%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Intangible amortization expense for the second quarter decreased $0.2 million,
or 13.4%, and for the first half of 2000, $0.5 million, or 13.0%, as a result of
certain intangible assets, principally non-compete agreements, becoming fully
amortized.
<TABLE>
<CAPTION>
Interest Expense, net
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest Expense, net $ 3,050 14.6% $ 2,661 $ 5,938 9.8% $ 5,408
Percentage of net sales 3.5% 3.2% 3.5% 3.3%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Interest expense for the second quarter increased $0.4 million, or 14.6%, and
for the first half of 2000, $0.5 million, or 9.8%, primarily due to higher
interest rates and finance cost amortization. Compared to prior year periods,
the Company's annualized effective interest rates in the second quarter and for
the first half of 2000 increased by approximately 100 basis points. Also
impacting interest expense was higher finance cost amortization of approximately
$0.1 million as a result of an amendment to the revolving credit facility in
September 1999 and a new revolving credit facility to finance future
acquisitions in February 2000. Partially offsetting the impact of higher
interest rates and finance cost amortization for the first half of 2000 were
lower average outstanding borrowings, which decreased by approximately $3.5
million from the prior year period.
<TABLE>
<CAPTION>
Income Tax Expense
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income Tax Expense $ 1,346 3.0% $ 1,307 $ 2,197 (10.6%) $ 2,457
Percentage of net sales 1.5% 1.6% 1.3% 1.5%
Effective tax rate 55.9% 50.1% 52.8% 49.8%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Income tax expense increased less than $0.1 million, or 3.0%, for the second
quarter, but decreased for the first half of 2000, $0.3 million, or 10.6% due to
lower income before income taxes. The effective tax rate varied from the federal
statutory rate as a result of certain expenses, principally nondeductible
intangible amortization. In 1999, the Company's effective tax rate for the year
was 53.3%. A slightly lower effective tax rate is anticipated for 2000.
<TABLE>
<CAPTION>
Net Income and Income Per Share
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------------------------------------------------------------------------------------------------------
(In thousands) 2000 Change 1999 2000 Change 1999
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Income $ 1,061 (18.5%) $ 1,302 $ 1,965 (20.7%) $ 2,478
Percentage of net sales 1.2% 1.6% 1.1% 1.5%
Net income per share $ 0.14 $ 0.17 $ 0.26 $ 0.33
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Factors contributing to the changes in net income and the related per share
amounts are discussed above.
<PAGE>
Seasonality and Quarterly Fluctuations
The Company's sales and operating results have varied from quarter to quarter
due to various factors and the Company expects these fluctuations to continue.
Among these factors are seasonal buying patterns of the Company's customers and
the timing of acquisitions. Historically, sales have slowed in the late fall and
winter of each year largely due to inclement weather and the reduced number of
business days during the holiday season. In addition, the timing of acquisitions
may cause substantial fluctuations of operating results from quarter to quarter.
The Company takes advantage of periodic special incentive programs available
from its suppliers that extend the due date of inventory purchases beyond terms
normally available with large volume purchases. The timing of these programs can
contribute to fluctuations in the Company's quarterly cash flows. Although the
Company continues to investigate strategies to smooth the seasonal pattern of
its quarterly results of operations, there can be no assurance that the
Company's net sales, results of operations and cash flows will not continue to
display seasonal patterns.
Financial Condition, Liquidity and Capital Resources
(In thousands) June 30, December 31,
2000 1999
--------------------------------------------------------------------------------
Working capital $ 50,774 $ 48,147
Long-term debt $ 110,211 $ 111,603
--------------------------------------------------------------------------------
Six Months Ended June 30,
--------------------------------------------------------------------------------
(In thousands) 2000 1999
--------------------------------------------------------------------------------
Cash provided by operating activities $ 5,952 $ 7,536
Cash used in investing activities $ (2,406) $ (899)
Cash used in financing activities $ (3,233) $ (6,688)
--------------------------------------------------------------------------------
Net cash provided by operating activities was $6.0 million through the first
half of 2000 compared with $7.5 million in the prior year period. This decrease
was attributable to lower net income and a decrease in cash flows generated from
operating assets and liabilities.
Net cash used in investing activities was $2.4 million for the first half of
2000 compared to $0.9 in the prior year period, resulting from increased
acquisition activity in the current year. During 2000, the Company completed
three acquisitions, two in South Carolina and one in California.
Net cash used in financing activities, primarily the repayment of debt, was $3.2
million for the first half of 2000, down from $6.7 million for the first half of
1999. This decrease in debt repayments was due to the decrease in cash generated
by operating activities and the increase in cash used in investing activities.
Total capitalization at June 30, 2000 was $176.6 million, comprised of $121.6
million of debt and $55.0 million of equity. Debt as a percentage of total
capitalization was 68.9% at June 30, 2000 compared to 69.9% at December 31,
1999.
At June 30, 2000 the Company had term credit and revolving credit facilities
totaling $91.6 million, and senior subordinated debt of $30.0 million. The
Company was in compliance with the covenants underlying its credit facilities,
and had estimated availability under its revolving credit facilities of $8.9
million as of June 30, 2000. The Company also has a $7.5 million revolving
credit facility to finance future acquisitions, of which $6.2 million is
currently available.
Based on current and projected operating results and giving effect to total
indebtedness, the Company believes that cash flow from operations and funds
available from lenders and other creditors will provide adequate funds for
ongoing operations, debt service and planned capital expenditures.
<PAGE>
Forward-Looking Statements
This Report contains certain forward-looking statements pertaining to, among
other things, the Company's future results of operations, cash flow needs and
liquidity, acquisitions, and other aspects of its business. The Company may make
similar forward-looking statements from time to time. These statements are based
largely on the Company's current expectations and are subject to a number of
risks and uncertainties. Actual results could differ materially from these
forward-looking statements. Important factors to consider in evaluating such
forward-looking statements include changes in external market factors, changes
in the Company's business strategy or an inability to execute its strategy due
to changes in its industry or the economy generally, difficulties associated
with assimilating acquisitions, the emergence of new or growing competitors,
seasonal and quarterly fluctuations, governmental regulations, the potential
loss of key suppliers, and various other competitive factors. In light of these
risks and uncertainties, there can be no assurance that the future developments
described in the forward-looking statements contained in this Report will in
fact occur.
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's long-term debt is made up of both fixed and floating rate
components. To date, the Company has determined that the risk of interest rate
fluctuations has not been sufficient to warrant interest rate hedging
activities, but future interest rate hedging activities may be undertaken if
conditions warrant them. Sensitivity rate risk at June 30, 2000 is comparable to
the amount disclosed in the Company's 1999 Annual Report on Form 10-K.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits, unless otherwise indicated, have been
filed as exhibits to documents otherwise filed by the Registrant, and
are hereby incorporated by reference.
Exhibit No. Description of Document
2.1 Agreement and Plan of Merger, dated as of October 14, 1997, by
and among FinishMaster, Inc., FMST Acquisition Corporation and
Thompson PBE, Inc. (incorporated by reference to Exhibit (c)(2)
of Schedule 14D-1 previously filed by FMST Acquisition
Corporation on October 21, 1997).
2.2 Agreement and Plan of Merger, dated February 16, 1998, by and
among FinishMaster, Inc., LDI AutoPaints, Inc. and Lacy
Distribution, Inc. (previously filed with Form 10-K dated March
31, 1998)
3.1 Articles of Incorporation of FinishMaster, Inc., an Indiana
corporation, as amended June 30, 1998 (previously filed with
Form 10-Q dated August 14, 1998)
3.2 Amended and Restated Code of Bylaws of FinishMaster, Inc., an
Indiana corporation (previously filed with Form 10-K/A dated
April 14, 1998)
10.1 FinishMaster, Inc. Stock Option Plan (Amended and Restated as of
April 29, 1999) (previously filed with Registrant's proxy
statement on Schedule 14/A dated April 9, 1999)
21 Subsidiaries of the Registrant (previously filed with Form 10K
dated March 30, 2000)
27.1* Financial Data Schedule
99(a) Amended and Restated Credit Agreement, dated as of February 1,
2000, among FinishMaster, Inc., the Institutions from Time to
Time Parties Thereto as Lenders and Bank One, Indiana, N.A., as
Agent (previously filed with Form 10K dated March 30, 2000)
99(b) Subordinated Note Agreement, dated as of November 19, 1997, by
and between FinishMaster, Inc. and LDI, Ltd. (previously filed
with Form 8-K dated December 3, 1997)
* filed herein.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed in the quarter
ended June 30, 2000.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date August 14, 2000 FINISHMASTER, INC.
By: /s/ Wesley N. Dearbaugh
--------------------------------
Wesley N. Dearbaugh
President and Chief
Operating Officer
By: /s/ Robert R. Millard
--------------------------------
Robert R. Millard
Senior Vice President and
Chief Financial Officer
