-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RHWNrHp1foltY+BAlVoGXs2FLdSDhuWF9j9DavfphAtccQpf5UtbWqTeLuNgBrMj PH9FPOFm08U2XK0KSuUvLw== 0000944209-98-000563.txt : 19980323 0000944209-98-000563.hdr.sgml : 19980323 ACCESSION NUMBER: 0000944209-98-000563 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980101 ITEM INFORMATION: FILED AS OF DATE: 19980320 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEYSTONE AUTOMOTIVE INDUSTRIES INC CENTRAL INDEX KEY: 0001012393 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 952920557 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-28568 FILM NUMBER: 98569924 BUSINESS ADDRESS: STREET 1: 700 E BONITA AVE CITY: POMONA STATE: CA ZIP: 91767 BUSINESS PHONE: 9096248041 MAIL ADDRESS: STREET 1: 700 EAST BONITA AVE CITY: POMONA STATE: CA ZIP: 91767 8-K/A 1 FORM 8-K/A AMENDMENT #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A-2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 1, 1998 (Date of Report (Date of Earliest Event Reported)) 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 (I.R.S. Employer Identification Number) incorporation or organization) 700 East Bonita Avenue Pomona, California 91767 (Address of principal executive offices) (Zip Code) (909) 624-8041 (Registrant's telephone number, including area code) Item 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of businesses acquired Combined Financial Statements of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc. Report of Independent Auditors Balance Sheets at December 31, 1996 and September 30, 1997 (unaudited) Statements of Income and Retained Earnings for the Year ended December 31, 1996 and the nine months ended September 30, 1997 (unaudited) Statements of Cash Flows for the year ended December 31, 1996 and the nine months ended September 30, 1997 (unaudited) Notes to Financial Statements (b) Combined Unaudited pro forma financial information Keystone Automotive Industries, Inc., Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc. Pro Forma Balance Sheet as of December 26, 1997 Pro Forma Balance Sheet as of March 28, 1997 Pro Forma Statement of Income for the nine months ended December 26, 1997 Pro Forma Statement of Income for the year ended March 28, 1997 Pro Forma Statement of Income for the year ended March 29, 1996 Pro Forma Statement of Income for the year ended March 31, 1995 Notes to Pro Forma Financial Statements (c) Exhibits 23.1 Consent of Arthur Andersen LLP REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS -------------------------------------------------- To the Stockholders of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc.: We have audited the accompanying combined balance sheet of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc. (Florida corporations) as of December 31, 1996, and the related combined statements of income and retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Companies' management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc. as of December 31, 1996 and the results of their combined operations and cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Miami, Florida, March 5, 1997. INTEURO PARTS DISTRIBUTORS, INC. AND CAR BODY CONCEPTS, INC. COMBINED BALANCE SHEETS
ASSETS ------ December 31, 1996 September 30, 1997 ----------------- ------------------ (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 932,237 $ 836,056 Accounts receivable, net of allowance for doubtful accounts of $74,000 and $41,094, respectively 1,134,406 1,363,820 Inventories 3,862,206 4,518,773 Prepaid expenses and other current assets 180,461 343,904 ---------- ---------- Total current assets 6,109,310 7,062,553 PROPERTY AND EQUIPMENT, net 2,236,994 2,158,208 OTHER ASSETS 36,609 45,315 ---------- ---------- Total assets $8,382,913 $9,266,076 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $2,183,116 $2,529,701 Accrued expenses 167,992 670,006 Current portion of long-term debt 450,504 103,024 ---------- ---------- Total current liabilities 2,801,612 3,302,731 LONG-TERM DEBT, net of current portion 982,332 1,145,317 ---------- ---------- Total liabilities 3,783,944 4,448,048 ---------- ---------- COMMITMENTS AND CONTINGENCIES (Note 5) STOCKHOLDERS' EQUITY: Common stock - no par value, 60 shares authorized, issued and outstanding and $1 par value, 1000 shares authorized, issued and outstanding 1,500 1,500 Additional paid-in-capital 29,400 29,400 Retained earnings 4,568,069 4,787,128 ---------- ---------- Total stockholders' equity 4,598,969 4,818,028 ---------- ---------- Total liabilities and stockholders' equity $8,382,913 $9,266,076 ========== ==========
The accompanying notes to combined financial statements are an integral part of these balance sheets. INTEURO PARTS DISTRIBUTORS, INC. AND CAR BODY CONCEPTS, INC. COMBINED STATEMENTS OF INCOME AND RETAINED EARNINGS
Nine Months Year Ended Ended December 31, 1996 September 30, 1997 ----------------- ------------------ (unaudited) NET SALES $29,485,099 $27,513,391 COST OF SALES 17,032,621 15,384,815 ----------- ----------- Gross profit 12,452,478 12,128,576 ----------- ----------- OPERATING EXPENSES: Salaries and benefits 4,841,599 4,757,524 Transportation and related expenses 802,725 762,923 Office and warehouse rent 698,741 671,818 Depreciation and amortization 468,609 392,898 Insurance 287,616 220,885 Advertising and promotion 180,562 149,940 Other operating expenses 1,958,367 1,600,073 ----------- ----------- Total operating expenses 9,238,219 8,556,061 ----------- ----------- INCOME FROM OPERATIONS 3,214,259 3,572,515 ----------- ----------- OTHER INCOME (EXPENSE): Interest expense (179,669) (103,143) Other income 186,454 139,801 ----------- ----------- Total other income (expense) 6,785 36,658 ----------- ----------- Net income 3,221,044 3,609,173 RETAINED EARNINGS, beginning of year 2,645,478 4,568,069 DIVIDENDS (1,298,453) (3,390,114) ----------- ----------- RETAINED EARNINGS, end of year $ 4,568,069 $ 4,787,128 =========== ===========
The accompanying notes to combined financial statements are an integral part of these statements. INTEURO PARTS DISTRIBUTORS, INC. AND CAR BODY CONCEPTS, INC. COMBINED STATEMENTS OF CASH FLOWS
Nine Months Year Ended Ended December 31, 1996 September 30, 1997 ----------------- ------------------ (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 3,221,044 $ 3,609,173 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 468,609 392,898 Bad debt expense 74,000 - Gain on sale of fixed assets - (543) Changes in assets and liabilities: Increase in accounts receivable (597,772) (229,414) Increase in inventories (688,353) (656,567) Increase in prepaid expenses and other current assets (80,749) (163,443) Decrease in other assets 17,552 - Increase in accounts payable and accrued expenses 545,409 848,598 ----------- ----------- Net cash provided by operating activities 2,959,740 3,800,702 ----------- ----------- CASH FLOWS USED IN INVESTING ACTIVITIES: Purchases of property and equipment (524,281) (323,568) Sale of property and equipment - 10,000 Payment of security deposit - (8,706) ----------- ----------- Net cash used in investing activities (524,281) (322,274) CASH FLOWS USED IN FINANCING ACTIVITIES: Repayment of advances to affiliates and stockholders (172,000) - Dividends (1,054,289) (3,390,114) Proceeds from debt 1,000,000 251,265 Repayment of debt (1,693,122) (150,000) Payment on installment notes (225,173) (285,760) ----------- ----------- Net cash used in financing activities (2,144,584) (3,574,609) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 290,875 (96,181) CASH AND CASH EQUIVALENTS, beginning of period 641,362 932,237 ----------- ----------- CASH AND CASH EQUIVALENTS, end of period $ 932,237 $ 836,056 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the period for interest $ 178,420 $ 103,076 =========== =========== SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:
The Company issued $281,319 in installment notes for the purchase of auto and trucks and equipment during 1996. During 1996, the Company sold to a related party a warehouse and land with a book value of $662,160 and debt outstanding of $415,116. In addition, the Company distributed net assets related to the warehouse and land of $244,164 to the related party. See Note 4. The accompanying notes to combined financial statements are an integral part of these statements. INTEURO PARTS DISTRIBUTORS, INC. AND CAR BODY CONCEPTS, INC. NOTES TO COMBINED FINANCIAL STATEMENTS DECEMBER 31, 1996 (Information and Notes Related to September 30, 1997 are Unaudited) 1. ORGANIZATION ------------ Inteuro Parts Distributors, Inc. ("IPD") and Car Body Concepts, Inc. ("CBC"), collectively the "Companies", were incorporated in 1983 and 1988, respectively, under the laws of the State of Florida. The Companies are engaged in the business of selling and distributing automotive body products for domestic and imported light trucks to auto body repair shops throughout the Southeastern United States from IPD's facilities in Florida and Georgia and from CBC's location in Medley, Florida. IPD and CBC are under the common ownership of two stockholders. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ Cash and Cash Equivalents ------------------------- The Companies classify as cash and cash equivalents all interest-bearing deposits with original maturities of three months or less. Substantially all cash at December 31, 1996 and September 30, 1997 is comprised of interest-bearing bank accounts. Inventories ----------- Inventories at December 31, 1996 and September 30, 1997 are stated at the lower of weighted average cost or market and consist entirely of merchandise held for sale. Property and Equipment ---------------------- Property and equipment is recorded at cost. Major renewals and betterments are capitalized while maintenance, repairs and minor renewals are charged to expense as incurred. Depreciation is provided using the straight-line method over the following estimated useful lives:
Useful Life --------------- Autos and trucks 5 years Office equipment 7 years Machinery 7 years Furniture and fixtures 7 years Leasehold improvements 31 years
Major categories of property and equipment at December 31, 1996 and September 30, 1997 are as follows:
December 31, September 30, 1996 1997 ------------ ------------- Autos and trucks $1,475,368 $1,539,163 Office equipment 806,434 858,608 Machinery 391,417 419,444 Furniture and fixtures 451,445 579,843 Leasehold improvements 675,562 698,363 ---------- ---------- 3,800,226 4,095,421 Less: Accumulated depreciation 1,563,232 1,937,213 ---------- ---------- Property and equipment, net $2,236,994 $2,158,208 ========== ==========
Intercompany Transactions ------------------------- All significant intercompany balances and transactions have been eliminated in the accompanying combined financial statements. Income Taxes ------------ The Companies elected to be treated as S corporations under provisions of the Internal Revenue Code. Accordingly, taxable income of the Companies is reported in the tax returns of the individual stockholders of the Companies. Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments ----------------------------------- As of December 31, 1996 and September 30, 1997, cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, capital lease obligations, and debt are carried at cost which approximates fair value. New Accounting Pronouncement ---------------------------- In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". The impact of adopting SFAS No. 121 in 1996 was immaterial. Unaudited Interim Financial Statements -------------------------------------- In the opinion of management, the Company has made all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position of the Company as of September 30, 1997 and of the results of operations and cash flows for the nine months ended September 30, 1997 as presented in the accompanying unaudited interim financial statements. 3. LONG-TERM DEBT -------------- Long-term debt at December 31, 1996 and September 30, 1997, includes a note payable to a bank with a principal balance of $900,000 and $750,000, respectively, payable in monthly installments of $16,667 plus interest at 1/2% over prime rate, due in June 2001, collateralized by corporate assets and guaranteed by the stockholders. The Companies acquired certain autos and trucks, office equipment and machinery under installment notes with financial institutions and a related party. At December 31, 1996 and September 30, 1997, the Companies had $532,836 and $498,341, respectively, in installment notes which are payable monthly through 2000 and have interest rates ranging from 2.9% to 9.5%. In addition, IPD has a $2,000,000 note payable with a bank, accrued interest on the principal sum outstanding is payable monthly at a rate equal to 1/2% over prime rate and all unpaid principal and accrued but unpaid interest are due in June 1998. At December 31, 1996 and September 30, 1997, IPD had not drawn on the note with the bank. IPD's long-term debt and revolving line of credit agreements with its principal lending institution contain certain restrictions and covenants. Under the covenants, IPD must maintain minimum debt service coverage, tangible net worth, and current ratios, as defined. As of the date of this report and as of September 30, 1997, IPD is in compliance with the debt covenants of its principal lending institution. Long-term debt as of December 31, 1996 is to be repaid as follows: 1997 $ 450,504 1998 367,311 1999 287,397 2000 227,624 2001 100,000 ---------- $1,432,836 ==========
4. RELATED PARTY TRANSACTIONS -------------------------- In the normal course of its business, the Companies conduct business with its stockholders and their respective affiliates. In December 1996, IPD sold its Atlanta facility and land to a related entity. At the time of the sale, the facility and land had a book value of $662,160 and related outstanding debt of $415,116. IPD distributed the net assets related to the facility and land of $244,164 to the related entity. No rent payments were made to the related entity in 1996. The nine months ended September 30, 1997, $101,959 in rent payments were made to the related entity. In 1996, IPD paid approximately $39,000 in principal and interest on a related party installment note. See Note 3. This obligation was satisfied in August 1997 and included principal and interest payments in 1997 of $104,847. See Note 5 for related party leases. 5. COMMITMENTS AND CONTINGENCIES ----------------------------- Operating Leases ---------------- The Medley, Cocoa, and Jacksonville facilities of IPD are also owned by different related entities. These facilities pay rent under one year leases. For 1996 and the nine months ended September 30, 1997, the rent expense under the leases totaled $532,630 and $396,156, respectively. In addition, IPD paid property taxes relating to these facilities and on behalf of the related entities totaling approximately $97,000 in 1996 and $78,000 for the nine month period ended September 30, 1997. The Companies also lease office and warehouse facilities and auto and trucks from nonrelated entities under noncancelable operating leases. Rent expense recorded under these leases for 1996 was approximately $699,000. The future minimum lease payments under noncancelable operating leases with initial or remaining terms of one year or more at December 31, 1996 are as follows:
Affiliates Nonaffiliates Total -------------- -------------- -------------- 1997 $608,363 $378,497 $ 986,860 1998 - 290,871 290,871 1999 - 228,245 228,245 2000 - 64,437 64,437 -------- -------- ---------- $608,363 $962,050 $1,570,413 ======== ======== ==========
Concentrated Risk- ----------------- Approximately 37% of the Company's inventory purchases are from three vendors in Taiwan. UNAUDITED PRO FORMA FINANCIAL INFORMATION The following combined unaudited pro forma balance sheet represents the combined financial position of Keystone Automotive Industries, Inc. ("Keystone"), Inteuro Parts Distributors, Inc. ("Inteuro") and Car Body Concepts, Inc. ("Car Body"). Such combined unaudited pro forma information is based on the historical consolidated balance sheets of Keystone, Inteuro and Car Body as of December 26, 1997, December 31, 1997 and December 31, 1997, respectively. The combined unaudited pro forma balance sheet is prepared giving effect to the merger of Keystone, Inteuro and Car Body, which became effective January 1, 1998 (the "Merger"), using the "pooling of interests" method of accounting and after giving effect to the pro forma adjustments as described in the notes to combined unaudited pro forma financial statements.
Inteuro and Pro Keystone Car Body Forma -------- -------- -------- (in thousands) ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ 13,468 $ 440 $ 13,908 Accounts receivable, net of allowance for doubtful accounts 20,916 1,284 22,200 Inventories 46,632 3,561 50,193 Prepaid expenses and other current assets 1,804 310 2,114 -------- ------ -------- Total current assets 82,820 5,595 88,415 PLANT, PROPERTY AND EQUIPMENT, net 12,337 1,964 14,301 OTHER ASSETS 1,984 53 2,037 INTANGIBLES 8,906 -- 8,906 -------- ------ -------- Total assets $106,047 $7,612 $113,659 ======== ====== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Bankers acceptances $ 2,575 $ -- $ 2,575 Accounts payable 7,440 2,586 10,026 Accrued expenses 3,519 521 4,040 Current portion of long-term debt 1,208 1,563 2,771 -------- ------ -------- Total current liabilities 14,742 4,670 19,412 LONG-TERM DEBT, net of current portion 85 95 180 Due to related parties 192 -- 192 Deferred taxes 403 -- 403 -------- ------ -------- Total liabilities 15,422 4,765 20,187 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Keystone preferred stock, no par value -- -- Authorized shares - 3,000,000 None issued and outstanding Keystone common stock, no par value 57,195 57,197 Authorized shares - 50,000,000 Issued and outstanding - 12,642,000 Inteuro common stock, no par value 1 -- Authorized shares - 60 Issued and outstanding - 60 Car Body common stock, $1 par value 1 -- Authorized shares - 1,000 Issued and outstanding - 1,000 Additional paid-in capital 553 29 582 Retained earnings 32,877 2,816 35,693 -------- ------ -------- Total stockholders' equity 90,625 2,847 93,472 -------- ------ -------- Total liabilities and stockholders' equity $106,047 $7,612 $113,659 ======== ====== ========
The following combined unaudited pro forma balance sheet represents the combined financial position of Keystone, Inteuro and Car Body. Such combined unaudited pro forma information is based on the historical consolidated balance sheets of Keystone as of March 28, 1997 and Inteuro and Car Body as of December 31, 1996, after giving effect to the Merger using the "pooling of interests" method of accounting and after giving effect to the pro forma adjustments as described in the notes to combined unaudited pro forma financial statements.
Inteuro and Pro Keystone Car Body Forma -------- -------- -------- (in thousands) ASSETS ------ CURRENT ASSETS: Cash and cash equivalents $ 1,352 $ 932 $ 2,284 Accounts receivable, net of allowance for doubtful accounts 18,738 1,135 19,873 Inventories 39,512 3,862 43,374 Prepaid expenses and other current assets 2,683 180 2,863 ------- ------ ------- Total current assets 62,285 6,109 68,394 PLANT, PROPERTY AND EQUIPMENT, net 10,750 2,237 12,987 OTHER ASSETS 2,046 37 2,083 INTANGIBLES 3,719 -- 3,719 ------- ------ ------- Total assets $78,800 $8,383 $87,183 ======= ====== ======= LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Line of credit $12,629 $ -- $12,629 Bankers acceptances 3,538 -- 3,538 Accounts payable 15,994 2,183 18,177 Accrued expenses 2,536 168 2,704 Current portion of long-term debt 741 451 1,192 ------- ------ ------- Total current liabilities 35,438 2,802 38,240 LONG-TERM DEBT, net of current portion 913 982 1,895 Due to related parties 192 -- 192 Deferred taxes 403 -- 403 ------- ------ ------- Total liabilities 36,946 3,784 40,730 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Keystone preferred stock, no par value -- -- Authorized shares - 3,000,000 None issued and outstanding Keystone common stock, no par value 15,921 15,923 Authorized shares - 20,000,000 Issued and outstanding - 9,750,000 Inteuro common stock, no par value 1 -- Authorized shares - 60 Issued and outstanding - 60 Car Body common stock, $1 par value 1 -- Authorized shares - 1,000 Issued and outstanding - 1,000 Additional paid-in capital 553 29 582 Retained earnings 25,380 4,568 29,948 ------- ------- ------- Total stockholders' equity 41,854 4,599 46,453 ------- ------- ------- Total liabilities and stockholders' equity $78,800 $8,383 $87,183 ======= ======= =======
The following combined unaudited pro forma statement of income represents the consolidated statement of income of Keystone, Inteuro and Car Body. Such combined unaudited pro forma information is based upon the historical consolidated income statement of Keystone for the nine months ended December 26, 1997 and the historical statement of income for Inteuro and Car Body for the nine months ended December 31, 1997, after giving effect to the Merger using the "pooling of interests" method of accounting and after giving effect to the pro forma adjustments as described in the notes to combined unaudited pro forma financial statements.
Nine Months Ended ------------------------------------------------------------------- December 26, 1997 December 31, 1997 Keystone Inteuro and Pro Forma Car Body Adjustments Pro Forma ----------- ----------- ----------- ----------- (In thousands, except per share and share amounts) Net sales $ 165,702 $ 26,757 $ 192,459 Cost of sales 96,996 14,832 111,828 ----------- ----------- ----------- ----------- Gross Profit 68,706 11,925 80,631 Operating Expenses: Selling and distribution 46,196 7,991 54,187 General and administrative 9,188 659 9,847 Merger costs 116 207 323 Severance costs 705 -- 705 ----------- ----------- ----------- ----------- Operating income 12,501 3,068 15,569 Interest income (expense) (10) (104) (114) ----------- ----------- ----------- ----------- Income before income taxes 12,491 2,964 15,455 Income taxes 4,996 -- $ 1,186(a) 6,182 ----------- ----------- ----------- ----------- Net Income $ 7,495 $ 2,964 $ (1,186) $ 9,273 =========== =========== =========== =========== Earnings Per Share Basic $ 0.64 $ 0.68(b) =========== =========== Diluted $ 0.63 $ 0.67(b) =========== =========== Weighted average shares outstanding Basic 11,674,000 2,000,000(b) 13,674,000(b) =========== =========== =========== Diluted 11,851,000 2,000,000(b) 13,851,000(b) =========== =========== ===========
The following combined unaudited pro forma statement of income represents the consolidated statement of income of Keystone, Inteuro and Car Body. Such combined unaudited pro forma information is based upon the historical consolidated income statement of Keystone for the year ended March 28, 1997 and the historical statement of income for Inteuro and Car Body for the twelve months ended December 31, 1996, after giving effect to the Merger using the "pooling of interests" method of accounting and after giving effect to the pro forma adjustments as described in the notes to combined unaudited pro forma financial statements.
Twelve Months Ended ---------------------------------------------------------------------- March 28, 1997 December 31, 1996 Keystone Inteuro and Pro Forma Car Body Adjustments Pro Forma ----------------- ----------------- ----------- --------------- (In thousands, except per share and share) Net sales $ 194,321 $ 29,485 $ 223,806 Cost of sales 115,052 17,033 132,085 ----------- ----------- ----------- ----------- Gross Profit 79,269 12,452 91,721 Operating Expenses: Selling and distribution 53,503 7,560 61,063 General and administrative 12,340 1,491 13,831 Merger costs 905 -- 905 ----------- ----------- ----------- ----------- Operating income 12,521 3,401 15,922 Interest income (expense) (1,297) (180) (1,477) ----------- ----------- ----------- ----------- Income before income taxes 11,224 3,221 14,445 Income taxes 4,435 -- $ 1,288(a) 5,723 ----------- ----------- ----------- ----------- Net Income $ 6,789 $ 3,221 $ (1,288) $ 8,722 =========== =========== =========== =========== Earnings Per Share Basic $ 0.72 $ 0.76(b) =========== =========== Diluted $ 0.72 $ 0.76(b) =========== =========== Weighted average shares outstanding Basic 9,408,000 2,000,000(b) 11,408,000(b) =========== =========== =========== Diluted 9,474,000 2,000,000(b) 11,474,000(b) =========== =========== ===========
The following combined unaudited pro forma statement of income represents the consolidated statement of income of Keystone, Inteuro and Car Body. Such combined unaudited pro forma information is based upon the historical consolidated income statement of Keystone for the year ended March 29, 1996 and the historical statement of income for Inteuro and Car Body for the twelve months ended December 31, 1995, after giving effect to the Merger using the "pooling of interests" method of accounting and after giving effect to the pro forma adjustments as described in the notes to combined unaudited pro forma financial statements.
Twelve Months Ended ------------------------------------------------------------- March 29, 1996 December 31, 1995 Keystone Inteuro and Pro Forma Car Body Adjustments Pro Forma ----------- ----------- ----------- ----------- (In thousands, except per share and share) Net sales $ 157,021 $ 21,055 $ 178,076 Cost of sales 95,131 12,284 107,415 ----------- ----------- ----------- ----------- Gross Profit 61,890 8,771 70,661 Operating Expenses: Selling and distribution 43,800 6,356 50,156 General and administrative 9,428 1,540 10,968 ----------- ----------- ----------- ----------- Operating income 8,662 875 9,537 Interest income (expense) (1,490) (231) (1,721) ----------- ----------- ----------- ----------- Income before income taxes 7,172 644 7,816 Income taxes 2,836 -- $ 258(a) 3,094 ----------- ----------- ----------- ----------- Net Income $ 4,336 $ 644 $ (258) $ 4,722 =========== =========== =========== =========== Earnings Per Share Basic $ 0.53 $ 0.46(b) =========== =========== Diluted $ 0.53 $ 0.46(b) =========== =========== Weighted average shares outstanding Basic 8,250,000 2,000,000(b) 10,250,000(b) =========== =========== =========== Diluted 8,250,000 2,000,000(b) 10,250,000(b) =========== =========== ===========
The following combined unaudited pro forma statement of income represents the consolidated statement of income of Keystone, Inteuro and Car Body. Such combined unaudited pro forma information is based upon the historical consolidated income statement of Keystone for the year ended March 31, 1995 and the historical statement of income for Inteuro and Car Body for the twelve months ended December 31, 1994, after giving effect to the Merger using the "pooling of interests" method of accounting and after giving effect to the pro forma adjustments as described in the notes to combined unaudited pro forma financial statements.
Twelve Months Ended ---------------------------------------------------------------- March 31, 1995 December 31, 1994 Keystone Inteuro and Pro Forma Car Body Adjustments Pro Forma ----------- ----------- ----------- ----------- (In thousands except per share and share) Net sales 132,655 16,926 149,581 Cost of sales 79,319 9,290 88,609 ----------- ----------- ----------- ----------- Gross Profit 53,336 7,636 0 60,972 Operating Expenses: Selling and distribution 38,601 4,500 43,101 General and administrative 9,557 1,274 10,831 ----------- ----------- ----------- ----------- Operating income 5,178 1,862 0 7,040 Interest income (expense) (1,200) (100) (1,300) ----------- ----------- ----------- ----------- Income before income taxes 3,978 1,762 5,740 Income taxes 1,543 -- 705(a) 2,248 ----------- ----------- ----------- ----------- Net Income $ 2,435 $ 1,762 $ (705) $ 3,492 =========== =========== =========== =========== Earnings Per Share Basic $ 0.30 $ 0.34(b) =========== =========== Diluted $ 0.30 $ 0.34(b) =========== =========== Weighted average shares outstanding Basic 8,255,000 2,000,000(b) 10,255,000(b) =========== =========== =========== Diluted 8,255,000 2,000,000(b) 10,255,000(b) =========== =========== ===========
NOTES TO COMBINED UNAUDITED PRO FORMA FINANCIAL STATEMENTS Basis of Presentation. The combined unaudited pro forma financial statements assume the issuance of Keystone's Common Stock in exchange for all outstanding Inteuro and Car Body Common Stock. Such financial statements also assume that the Merger will be accounted for using the "pooling of interests" method of accounting pursuant to Opinion No. 16 of the Accounting Principals Board. The pooling of interests method of accounting assumes that the combining companies have been merged from their inception, and the historical financial statements for periods prior to consummation of the Merger are restated as though the companies had been combined from their inception. Pursuant to the rules and regulations of the Commission, the combined unaudited pro forma statements of income exclude the results of operations associated with discontinued businesses, extraordinary items and cumulative effects of accounting changes. In addition, the combined unaudited pro forma financial statements do not include any adjustments for estimated nonrecurring costs directly related to the Merger which are expected to be included in operations of Keystone within the twelve months succeeding the consummation of the Merger. Such costs are currently estimated for purposes of this presentation to be approximately $400,000. Actual merger costs may vary from such estimate. Certain reclassifications have been made to the historical financial statements of Keystone, Inteuro and Car Body to conform to the pro forma presentation. Such reclassifications are not material to the combined unaudited pro forma financial statements. Pro Forma Adjustments. (a) Inteuro and Car Body had elected to be taxed under subchapter "S" of the Internal Revenue Code, resulting in a pass through of the corporate tax liability to the stockholders. This adjustment reflects income taxes on the combined Inteuro and Car Body net income at an estimated statutory rate. (b) Pro forma net income per share available to common stockholders' is based upon the combined weighted average number of shares outstanding after giving effect to the issuance of 2,000,000 shares of Keystone's Common Stock in exchange for the 60 shares of Inteuro Common Stock and the 1,000 shares of Car Body Common Stock, which were outstanding for each period presented. 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 hereunto duly authorized. Dated: March 20, 1998 KEYSTONE AUTOMOTIVE INDUSTRIES, INC. By /s/ James C. Lockwood ----------------------- James C. Lockwood Vice President EX-23.1 2 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS --------------------------------------------------- As independent certified public accountants, we hereby consent to the incorporation in this Form 8-K/A-2 of our report dated March 5, 1997 on the combined financial statements of Inteuro Parts Distributors, Inc. and Car Body Concepts, Inc. (the "Companies") as of and for the year ended December 31, 1996. It should be noted that we have not audited any combined or individual financial statements of the Companies subsequent to December 31, 1996 or performed any audit procedures subsequent to the date of our report. ARTHUR ANDERSEN LLP Miami, Florida March 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----