-----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, HKCTnysFNsyHBDXRDj5QU68tBDtOq52W2XlchVk7rDbwyYSsmcAVw4b8HDOvDmsF 3kgFOANpmXl7ZWZtmwm2Mw== 0000950137-03-005405.txt : 20031024 0000950137-03-005405.hdr.sgml : 20031024 20031024100726 ACCESSION NUMBER: 0000950137-03-005405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031024 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSURANCE AUTO AUCTIONS INC /CA CENTRAL INDEX KEY: 0000880026 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 953790111 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19594 FILM NUMBER: 03955399 BUSINESS ADDRESS: STREET 1: 850 E ALGONQUIN RD STREET 2: STE 100 CITY: SCHAUMGURG STATE: IL ZIP: 60173 BUSINESS PHONE: 8478393939 MAIL ADDRESS: STREET 1: 850 E ALGONQUIN RD STREET 2: STE 100 CITY: SCHAUMGURG STATE: IL ZIP: 60173 8-K 1 c80328e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) OCTOBER 24, 2003 INSURANCE AUTO AUCTIONS, INC. (Exact name of registrant as specified in its charter) ILLINOIS 0-19594 95-3790111 (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 850 E. ALGONQUIN RD., SUITE 100, SCHAUMBURG, IL 60173 (Address of principal executive offices) (847) 839-3939 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. EXHIBIT NO. EXHIBIT ----------------------- ---------------------------------------------- 99.1 Press Release of Insurance Auto Auctions, Inc. (the "Company"), dated October 24, 2003, disclosing the Company's financial results for the third quarter of 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITIONS. The following information is furnished pursuant to Item 12. "Results of Operations & Financial Condition" in accordance with SEC Release No. 33-8216. On October 24, 2003, the Company issued a press release announcing its financial results for the third quarter of 2003. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. Such information, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing. 2 - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Insurance Auto Auctions, Inc. Dated: October 24, 2003 By: /s/ Thomas C. O'Brien -------------------------------- Thomas C. O'Brien Chief Executive Officer 3 - -------------------------------------------------------------------------------- INDEX OF EXHIBITS EXHIBIT NO. EXHIBIT ----------------------- ---------------------------------------------- 99.1 Press Release of Insurance Auto Auctions, Inc. (the "Company"), dated October 24, 2003, disclosing the Company's financial results for the third quarter of 2003. 4 - -------------------------------------------------------------------------------- EX-99.1 3 c80328exv99w1.txt PRESS RELEASE Exhibit 99.1 [INSURANCE AUTO AUCTIONS, INC. LOGO] AT THE COMPANY: AT ASHTON PARTNERS: Scott Pettit Chris Kettmann Chief Financial Officer General Inquiries 847-839-4040 312-553-6716 www.iaai.com FOR IMMEDIATE RELEASE FRIDAY, OCTOBER 24, 2003 INSURANCE AUTO AUCTIONS ANNOUNCES THIRD QUARTER RESULTS SCHAUMBURG, ILL., OCTOBER 24, 2003--INSURANCE AUTO AUCTIONS, INC. (NASDAQ: IAAI), a leading provider of automotive salvage and claims processing services in the United States, today reported a net loss for the quarter ended September 28, 2003. The Company recorded a net loss of $0.6 million, or a loss of $0.05 per diluted share, versus net earnings of $0.6 million, or $0.05 per diluted share, for the same quarter a year ago. Revenues for the quarter were $49.1 million compared with $52.8 million in the third quarter of 2002. The decline in revenues was primarily due to the Company's continued shift away from vehicles sold under the purchase agreement method and lower volumes on a same-store basis. The purchase agreement method accounted for 5 percent of the total vehicles sold this quarter versus 8 percent for the same quarter one year earlier. Under the purchase agreement method, the entire purchase price of the vehicle is recorded as revenue, compared to the lower-risk, consignment fee-based arrangements, where only the fees collected on the sale of the vehicle are recorded as revenue. Fee income in the third quarter increased to $40.3 million versus $39.3 million in the third quarter of last year. "As we outlined in our late September press release, our third quarter volumes came in lower than we had expected on a same store basis, extending the trend we saw in the second quarter. The lower volumes, coupled with the high fixed cost nature of our business, negatively impacted our financial results for the third quarter," said Tom O'Brien, CEO. "It is important to note that we believe the same store volume decline reflects a lower frequency of industry-wide claims. In addition to the negative financial impact caused by the decline in volume, higher than projected implementation costs for our new system contributed to the decline in year-over-year earnings results. To be specific, we incurred business transformation costs of approximately $1.2 million in the third quarter. We also incurred higher branch and SG&A costs associated with new branches and internal activities related to the system conversion." "Consistent with the timetable that we communicated in the second quarter, we fully anticipate completing the system roll out by the end of the year. We will convert the last of our original legacy systems next weekend and only have a short list of recently acquired branches to complete thereafter. We are also continuing to take the necessary steps to eliminate business transformation costs associated with the system implementation and remain confident in our ability to realize the savings that we anticipated when the project began," said O'Brien. O'Brien concluded, "Although we are disappointed that our financial results came in lower than we had originally anticipated, we remain confident in the long-term future of the company. Through the first nine months of the year we have remained focused on implementing the new enterprise-wide IT system and continue to roll it out in new branches. We believe recent customer wins have proven our ability to compete in the marketplace. Our inventory of consigned vehicles increased from the prior quarter as well, representing positive trends for the overall business. Finally, we are confident that the strategic initiatives we have implemented, particularly the new IT system and related customer interface and internet capabilities, have put us in a position to generate higher returns at IAA over the long term." QUARTERLY CONFERENCE CALL The Company previously announced that it will hold its third quarter 2003 results conference call on Friday, October 24 at 11:00 a.m. Eastern Time. To participate by phone, please dial 877-307-4802 and ask to be connected to the Insurance Auto Auctions earnings conference call. Investors may also access the call over the Internet at www.streetevents.com or by visiting the Company's Web site at www.iaai.com. A replay will be available until midnight EST on October 31, 2003. To listen to the replay, please dial 800-642-1687 and enter conference reservation code 3402146 when prompted. ABOUT INSURANCE AUTO AUCTIONS, INC. Insurance Auto Auctions, Inc., founded in 1982, a leader in automotive total loss and specialty salvage services in the United States, provides insurance companies with cost-effective, turnkey solutions to process and sell total-loss and recovered-theft vehicles. The Company currently has 74 sites across the United States. SAFE HARBOR STATEMENT Certain statements in this document contain forward-looking information that is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected, expressed, or implied by such forward-looking information. In some cases, you can identify forward looking statements by our use of words such as "may, will, should, anticipates, believes, expects, plans, future, intends, could, estimate, predict, projects, targeting, potential or contingent," the negative of these terms or other similar expressions. The Company's actual results could differ materially from those discussed or implied herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the Company's annual report on Form 10-K for the fiscal year ended December 29, 2002 or subsequent quarterly reports. Among these risks are: changes in the market value of salvage; the quality and quantity of inventory available from suppliers; the ability to pass through increased towing costs; that vehicle processing time will improve; legislative or regulatory acts; competition; the availability of suitable acquisition candidates and greenfield opportunities; the ability to bring new facilities to expected earnings targets; the dependence on key insurance company suppliers; the ability of the Company and its outside consultants to successfully complete the re-design of the Company's information systems, both in a timely manner and according to costs and operational specifications; and the level of energy and labor costs. ADDITIONAL INFORMATION ABOUT INSURANCE AUTO AUCTIONS, INC. IS AVAILABLE ON THE WORLD WIDE WEB AT www.iaai.com FINANCIAL TABLES FOLLOW... INSURANCE AUTO AUCTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (dollars in thousands except per share amounts)
THREE MONTH PERIODS ENDED NINE MONTH PERIODS ENDED SEPTEMBER 28, SEPTEMBER 29, SEPTEMBER 28, SEPTEMBER 29, 2003 2002 2003 2002 ---------------------------- ----------------------------- (UNAUDITED) (UNAUDITED) Revenues: Vehicle sales $ 8,847 $ 13,459 $ 32,343 $ 58,269 Fee income 40,280 39,327 126,162 123,487 --------- --------- --------- --------- 49,127 52,786 158,505 181,756 Cost of sales: Vehicle cost 7,299 12,669 28,495 53,528 Branch cost 33,447 30,609 99,256 94,802 --------- --------- --------- --------- 40,746 43,278 127,751 148,330 --------- --------- --------- --------- Gross profit 8,381 9,508 30,754 33,426 Operating expense: Selling, general and administrative 7,738 6,365 22,415 20,481 Business transformation costs 1,157 2,068 2,875 6,254 --------- --------- --------- --------- Earnings (loss) from operations (514) 1,075 5,464 6,691 Other (income) expense: Interest expense 521 38 1,079 762 Other income (19) (81) (141) (220) --------- --------- --------- --------- Earnings (loss) before income taxes (1,016) 1,118 4,526 6,149 Provision (benefit) for income taxes (422) 479 1,864 2,642 --------- --------- --------- --------- Net earnings (loss) $ (594) $ 639 $ 2,662 $ 3,507 ========= ========= ========= ========= Earnings (loss) per share: Basic $ (.05) $ .05 $ .23 $ .29 ========= ========= ========= ========= Diluted $ (.05) $ .05 $ .23 $ .28 ========= ========= ========= ========= Weighted average shares outstanding: Basic 11,516 12,244 11,694 12,223 Effect of dilutive securities - stock options -- 308 77 305 --------- --------- --------- --------- Diluted 11,516 12,552 11,771 12,528 ========= ========= ========= =========
INSURANCE AUTO AUCTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands except per share amounts)
SEPTEMBER 28, DECEMBER 29, 2003 2002 ------------ ------------ ASSETS (Unaudited) Current assets: Cash and cash equivalents $ 25,261 $ 10,027 Accounts receivable, net 42,575 45,594 Inventories 11,395 11,158 Other current assets 2,774 3,571 --------- --------- Total current assets 82,005 70,350 --------- --------- Property and equipment, net 58,580 49,342 Deferred income taxes 8,892 7,663 Intangible assets, net 2,233 1,710 Goodwill, net 134,583 130,474 Other assets 82 111 --------- --------- $ 286,375 $ 259,650 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 31,756 $ 28,656 Accrued liabilities 13,844 15,312 Obligations under capital leases 2,830 2,552 Current installments of long-term debt 7,546 43 Income taxes 81 -- --------- --------- Total current liabilities 56,057 46,563 --------- --------- Deferred income taxes 17,015 14,835 Other liabilities 2,718 2,736 Obligation under capital leases 2,578 1,355 Long-term debt, excluding current installments 18,774 59 --------- --------- Total liabilities 97,142 65,548 --------- --------- Shareholders' equity: Preferred stock, par value of $.001 per share Authorized 5,000,000 shares; none issued -- -- Common stock, par value of $.001 per share Authorized 20,000,000 shares, 11,517,648 shares issued and 12,324,857 outstanding as of September 28, 2003 and 12,292,599 shares issued and outstanding as of December 29, 2002 12 12 Additional paid-in capital 144,912 144,420 Treasury stock, 807,209 shares (8,012) -- Accumulated other comprehensive income (loss) (756) (745) Retained earnings 53,077 50,415 --------- --------- Total shareholders' equity 189,233 194,102 --------- --------- $ 286,375 $ 259,650 ========= =========
INSURANCE AUTO AUCTIONS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (dollars in thousands)
NINE MONTHS ENDED ----------------------------- SEPTEMBER 28, SEPTEMBER 29, 2003 2002 ------------- ------------- (Unaudited) Cash flows from operating activities: Net earnings $ 2,662 $ 3,507 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 7,519 7,041 Loss (gain) on disposal of fixed assets (24) 30 Loss (gain) on change in fair market value of derivative financial instrument (307) 450 Changes in assets and liabilities (excluding effects of acquired companies): (Increase) decrease in: Accounts receivable, net 5,048 9,994 Inventories (235) 4,786 Other current assets 813 2,245 Other assets (466) (61) Increase (decrease) in: Accounts payable 3,100 (9,302) Accrued liabilities (1,254) (369) Income taxes, net 1,032 2,964 -------- -------- Total adjustments 15,226 17,778 -------- -------- Net cash provided by operating activities 17,888 21,285 -------- -------- Cash flows from investing activities: Capital expenditures (11,666) (9,600) Investments, net -- 2,643 Proceeds from disposal of property and equipment 60 175 Payments made in connection with acquisitions, net of cash acquired (7,872) (1,510) -------- -------- Net cash used in investing activities (19,478) (8,292) -------- -------- Cash flows from financing activities: Proceeds from issuance of common stock 492 1,216 Proceeds from term loan 30,000 -- Purchase of treasury stock (8,012) -- Principal payments on long-term debt (3,782) (20,035) Principal payments - capital leases (1,874) (406) -------- -------- Net cash provided (used) by financing activities 16,824 (19,225) -------- -------- Net increase (decrease) in cash and cash equivalents 15,234 (6,232) Cash and cash equivalents at beginning of period 10,027 24,467 -------- -------- Cash and cash equivalents at end of period $ 25,261 $ 18,235 ======== ======== Supplemental disclosures of cash flow information: Cash paid or refunded during the period for: Interest $ 1,167 $ 1,160 ======== ======== Income taxes paid $ -- $ 2,500 ======== ======== Income taxes refunded $ -- $ 3,860 ======== ======== Non-cash financing activities: Property and equipment additions resulting from capital leases $ 3,375 $ -- ======== ========
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