UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.
For the quarterly period ended: December 27, 2002
or
¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.
For the Transition period from to
Commission file number 0-28568
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| California |
95-2920557 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
700 East Bonita Avenue, Pomona, CA 91767
(Address of principal executive offices) (Zip Code)
(909) 624-8041
(Registrant’s telephone number including area code)
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 ¨.
The number of shares outstanding of the registrant’s Common Stock, no par value, at December 27, 2002 was 14,654,920 shares.
This Form 10-Q contains 20 pages.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
INDEX
| Page Number | ||||||
| PART I. |
FINANCIAL INFORMATION |
|||||
| Item 1. |
Financial Statements |
|||||
| 3 | ||||||
| December 27, 2002 (unaudited) and March 29, 2002 |
||||||
| 4 | ||||||
| Thirteen weeks (unaudited) and thirty-nine weeks (unaudited) ended December 27, 2002 Thirteen weeks (unaudited) and thirty-nine weeks (unaudited) ended December 28, 2001 |
||||||
| 5 | ||||||
| Thirty-nine weeks (unaudited) ended December 27, 2002 and thirty-nine weeks (unaudited) ended December 28, 2001 |
||||||
| Notes to Condensed Consolidated Financial Statements (unaudited) |
6 | |||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
8 | ||||
| Item 3. |
13 | |||||
| Item 4. |
13 | |||||
| PART II |
OTHER INFORMATION |
|||||
| Item 1. |
14 | |||||
| Item 2. |
14 | |||||
| Item 3. |
14 | |||||
| Item 4. |
14 | |||||
| Item 5. |
14 | |||||
| Item 6. |
16 | |||||
| 18 | ||||||
| 19 | ||||||
Keystone Automotive Industries, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share amounts)
| December 27, 2002 |
March 29, 2002 |
|||||||
| ASSETS |
(Unaudited) |
(Note) |
||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ |
2,529 |
|
$ |
3,652 |
| ||
| Accounts receivable, net of allowance of 1,596 at December 2002 and $1,046 at March 2002 |
|
36,585 |
|
|
33,524 |
| ||
| Inventories, primarily finished goods |
|
98,822 |
|
|
81,503 |
| ||
| Other current assets |
|
6,615 |
|
|
8,090 |
| ||
| Total current assets |
|
144,551 |
|
|
126,769 |
| ||
| Plant, property and equipment, net |
|
22,868 |
|
|
19,344 |
| ||
| Goodwill |
|
2,255 |
|
|
1,805 |
| ||
| Other intangibles, net of accumulated amortization of $2,970 at December 2002 and $2,755 at March 2002 |
|
1,038 |
|
|
1,397 |
| ||
| Other assets |
|
10,603 |
|
|
10,371 |
| ||
| Total assets |
$ |
181,315 |
|
$ |
159,686 |
| ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Current Liabilities: |
||||||||
| Credit facility |
$ |
13,450 |
|
$ |
6,832 |
| ||
| Accounts payable |
|
21,236 |
|
|
14,589 |
| ||
| Accrued liabilities |
|
8,331 |
|
|
9,889 |
| ||
| Current portion of long-term debt |
|
22 |
|
|
75 |
| ||
| Total current liabilities |
|
43,039 |
|
|
31,385 |
| ||
| Long-term debt, less current portion |
|
— |
|
|
14 |
| ||
| Other long-term liabilities |
|
1,528 |
|
|
1,973 |
| ||
| Shareholders’ Equity: |
||||||||
| Preferred stock, no par value: |
||||||||
| Authorized shares—3,000,000 |
||||||||
| None issued and outstanding |
|
— |
|
|
— |
| ||
| Common stock, no par value: |
||||||||
| Authorized shares—50,000,000 |
||||||||
| Issued and outstanding shares 14,655,000 at December 2002 and 14,583,000 at March 2002 |
|
81,013 |
|
|
80,383 |
| ||
| Warrant |
|
236 |
|
|
236 |
| ||
| Additional paid-in capital |
|
1,864 |
|
|
1,864 |
| ||
| Retained earnings |
|
54,176 |
|
|
44,372 |
| ||
| Accumulated other comprehensive loss |
|
(541 |
) |
|
(541 |
) | ||
| Total shareholders’ equity |
|
136,748 |
|
|
126,314 |
| ||
| Total liabilities and shareholders’ equity |
$ |
181,315 |
|
$ |
159,686 |
| ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTE: The balance sheet at March 29, 2002 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
3
Keystone Automotive Industries, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
(Unaudited)
| Thirteen Weeks Ended December 27, 2002 |
Thirteen Weeks Ended December 28, 2001 |
Thirty-nine Weeks Ended December 27, 2002 |
Thirty-nine Weeks Ended December 28, 2001 |
|||||||||||||
| (restated) |
||||||||||||||||
| Net sales |
$ |
108,548 |
|
$ |
94,149 |
|
$ |
316,409 |
|
$ |
274,410 |
| ||||
| Cost of sales |
|
61,032 |
|
|
53,463 |
|
|
178,541 |
|
|
157,043 |
| ||||
| Gross profit |
|
47,516 |
|
|
40,686 |
|
|
137,868 |
|
|
117,367 |
| ||||
| Operating expenses: |
||||||||||||||||
| Selling and distribution |
|
32,117 |
|
|
27,800 |
|
|
94,285 |
|
|
83,344 |
| ||||
| General and administrative |
|
9,744 |
|
|
8,454 |
|
|
28,141 |
|
|
23,664 |
| ||||
| Non-recurring |
|
— |
|
|
— |
|
|
— |
|
|
6,796 |
| ||||
| Operating income |
|
5,655 |
|
|
4,432 |
|
|
15,442 |
|
|
3,563 |
| ||||
| Other income |
|
454 |
|
|
411 |
|
|
1,280 |
|
|
1,419 |
| ||||
| Interest expense |
|
(117 |
) |
|
(117 |
) |
|
(381 |
) |
|
(550 |
) | ||||
| Income before income taxes and cumulative effect of a change in accounting principle |
|
5,992 |
|
|
4,726 |
|
|
16,341 |
|
|
4,432 |
| ||||
| Income tax provision |
|
2,397 |
|
|
1,938 |
|
|
6,536 |
|
|
1,908 |
| ||||
| Income before cumulative effect of a change in accounting principle |
|
3,595 |
|
|
2,788 |
|
|
9,805 |
|
|
2,524 |
| ||||
| Cumulative effect of a change in accounting principle (net of tax of $4,835) |
|
— |
|
|
— |
|
|
— |
|
|
(28,691 |
) | ||||
| Net income (loss) |
$ |
3,595 |
|
$ |
2,788 |
|
$ |
9,805 |
|
$ |
(26,167 |
) | ||||
| Per Common Share: |
||||||||||||||||
| Income before cumulative effect of a change in accounting principle: |
||||||||||||||||
| Basic |
$ |
0.25 |
|
$ |
0.19 |
|
$ |
0.67 |
|
$ |
0.17 |
| ||||
| Diluted |
$ |
0.24 |
|
$ |
0.19 |
|
$ |
0.65 |
|
$ |
0.17 |
| ||||
| Cumulative effect of a change in accounting principle (net of tax): |
||||||||||||||||
| Basic |
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
(1.99 |
) | ||||
| Diluted |
$ |
— |
|
$ |
— |
|
$ |
— |
|
|||||||