10-Q 1 0001.txt FORM 10-Q 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 September 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 November 9, 2000, there were 7,540,804 shares of the Registrant's common stock outstanding. FINISHMASTER, INC. FORM 10-Q For the Quarter Ended September 30, 2000 TABLE OF CONTENTS PAGE Part I. Financial Information 4 Item 1. Financial Statements (unaudited) Condensed Consolidated Balance Sheets 4 Condensed Consolidated Statements of Operations 5 Condensed Consolidated Statements of Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk 13 Part II. Other Information 14 Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 Signatures 15 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (unaudited) FINISHMASTER, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data)
September 30, December 31, 2000 1999 (1) ------------- ------------ ASSETS (unaudited) CURRENT ASSETS Cash $ 1,252 $ 619 Accounts receivable, net of allowance for doubtful accounts of $1,707 and $1,419, respectively 32,301 30,135 Inventory 56,946 56,830 Prepaid expenses and other current assets 7,028 6,924 ------------- ------------ TOTAL CURRENT ASSETS 97,527 94,508 PROPERTY AND EQUIPMENT, NET 8,196 7,720 OTHER ASSETS Intangible assets, net 103,303 108,115 Other 5,914 3,892 -------------- ------------ 109,217 112,007 -------------- ------------ $ 214,940 $ 214,235 ============== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 33,637 $ 26,623 Accrued expenses and other current liabilities 9,966 8,220 Current portion of long-term debt 11,930 11,518 -------------- ------------ TOTAL CURRENT LIABILITIES 55,533 46,361 LONG-TERM OBLIGATIONS 103,406 114,805 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 21,094 18,172 -------------- ------------ 56,001 53,069 -------------- ------------ $ 214,940 $ 214,235 ============== ============
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. FINISHMASTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended September 30, September 30, --------------------------------- ---------------------------------- 2000 1999 2000 1999 -------------- --------------- --------------- -------------- NET SALES $ 85,600 $ 82,460 $ 257,613 $ 245,778 COST OF SALES 54,209 52,582 164,930 157,503 ------------- -------------- -------------- -------------- GROSS MARGIN 31,391 29,878 92,683 88,275 ------------- -------------- -------------- -------------- EXPENSES Operating 12,266 12,465 39,038 37,035 Selling, general and administrative 12,613 10,950 33,972 30,998 Amortization of intangible assets 1,532 1,735 4,593 5,171 ------------- -------------- -------------- -------------- TOTAL 26,411 25,150 77,603 73,204 ------------- -------------- -------------- -------------- INCOME FROM OPERATIONS 4,980 4,728 15,080 15,071 Interest expense, net 2,968 2,652 8,906 8,060 ------------- -------------- -------------- -------------- INCOME BEFORE INCOME TAXES 2,012 2,076 6,174 7,011 Income tax expense 1,055 1,025 3,252 3,482 ------------- -------------- -------------- --------------- NET INCOME $ 957 $ 1,051 $ 2,922 $ 3,529 ============= ============== ============== =============== NET INCOME PER SHARE--BASIC $ 0.13 $ 0.14 $ 0.39 $ 0.47 ============= ============== ============== =============== NET INCOME PER SHARE--DILUTED $ 0.13 $ 0.14 $ 0.39 $ 0.47 ============= ============== ============== =============== WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING--BASIC 7,539 7,536 7,539 7,536 ============= ============== ============== =============== WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING--DILUTED 7,545 7,548 7,554 7,541 ============= ============== ============= ===============
The accompanying notes are an integral part of the condensed consolidated financial statements. FINISHMASTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)
Nine Months Ended September 30, --------------------------------------- OPERATING ACTIVITIES 2000 1999 --------------- ----------------- Net income $ 2,922 $ 3,529 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,751 8,002 Amortization of financing costs 445 256 Changes in operating assets and liabilities: Accounts receivable (1,652) (776) Inventories 1,728 7,015 Prepaid expenses and other current assets (2,585) 2,724 Accounts payable and accrued expenses 8,601 (12,509) --------------- --------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 17,210 8,241 --------------- --------------- INVESTING ACTIVITIES Business acquisitions (1,907) (231) Purchases of property and equipment (1,859) (840) Other (291) (88) --------------- ---------------- NET CASH USED IN INVESTING ACTIVITIES (4,057) (1,159) --------------- ---------------- FINANCING ACTIVITIES Borrowings from long-term debt 75,848 79,483 Repayments of long-term debt (88,209) (86,409) Debt issuance costs (159) --- ---------------- ---------------- NET CASH USED IN FINANCING ACTIVITIES (12,520) (6,926) ---------------- ---------------- INCREASE (DECREASE) IN CASH 633 156 CASH AT THE BEGINNING OF PERIOD 619 1009 --------------- ---------------- CASH AT THE END OF PERIOD $ 1,252 $ 1,165 =============== ================
The accompanying notes are an integral part of the condensed consolidated financial statements. 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 largest independent distributor of automotive paints, coatings, and paint-related accessories primarily to the automotive collision repair industry in the United States. As of September 30, 2000, the Company operated 158 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 mentioned 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 Inc., 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 September 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 nine months of 2000, the Company completed five acquisitions that are not material to its results of operations. Pro forma effects of the current and prior year acquisitions have not been presented, as the effects are not material. 3. NET INCOME PER SHARE The following table sets forth the computation of basic and diluted net income per share:
(in thousands, except per share data) Three Months Ended September 30, Nine Months Ended September 30, -------------------------------------- ------------------------------------ 2000 1999 2000 1999 ----------------- ----------------- ----------------- --------------- Numerator: Net income $ 957 $ 1,051 $ 2,922 $ 3,529 ================ ================ ================ =============== Denominator: Basic-weighted average shares 7,539 7,536 7,539 7,536 Effect of dilutive stock options 6 12 15 5 ---------------- ---------------- ---------------- --------------- Diluted-weighted average shares 7,545 7,548 7,554 7,541 ================ ================ ================ =============== Basic net income per share $ 0.13 $ 0.14 $ 0.39 $ 0.47 == ============= ================ ================ =============== Diluted net income per share $ 0.13 $ 0.14 $ 0.39 $ 0.47 ================ ================ ================ ===============
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 not appealed the judgment against it, and the decision is now final. The Company is subject to various claims and contingencies arising out of the normal course of business, including those relating to commercial transactions, product and vehicle liability, 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 Net Sales
Three Months Ended September 30, Nine Months Ended September 30, -------------------------------------- --------------------------------------------- -- -------------------------------------------- (In thousands) 2000 Change 1999 2000 Change 1999 -------------------------------------- --- ---------- ----------- --- --- ---------- -- ---- ----------- ----------- -- -- --------- Net Sales $ 85,600 3.8% $ 82,460 $ 257,613 4.8% $ 245,778 -------------------------------------- --- ---------- ----------- --- --- ---------- -- ---- ----------- ----------- -- -- ---------
Net sales for the third quarter increased $3.1 million, or 3.8%, and for the nine months ended September 30, 2000, $11.8 million, or 4.8%, 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 nine-month periods ended September 30, 2000. Gross Margin
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Gross Margin $ 31,391 5.1% $ 29,878 $ 92,683 5.0% $ 88,275 Percentage of net sales 36.7% 36.2% 36.0% 35.9% ------------------------------------------------------------------------------------------------------------------------------------
Gross margin in the third quarter increased $1.5 million, or 5.1%, 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 $1.1 million. Gross margin for the nine months ended September 30, 2000, increased $4.4 million or 5.0% due to the increase in net sales volume. Gross margin as a percentage of net sales increased slightly from 35.9% to 36.0%, impacting margins by $0.2 million. Operating Expenses
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Operating Expenses $ 12,266 (1.6%) $ 12,465 $ 39,038 5.4% $ 37,035 Percentage of net sales 14.3% 15.1% 15.2% 15.1% ------------------------------------------------------------------- ----------------------------------------------------------------
Operating expenses consist of wages, facility expenses, vehicle, and related costs for the Company's branch and distribution locations. Operating expenses for the third quarter decreased $0.2 million, or 1.6%. Operating expenses for the nine months ended September 30, 2000 increased $2.0 million, or 5.4%, as a result of higher operating expenses related to increased sales volume, recently completed acquisitions, and a general overall increase in expenses, principally wages and vehicle expenses. Selling, General and Administrative Expenses
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Selling, General and Administrative Expenses $ 12,613 15.2% $ 10,950 $ 33,972 9.6% $ 30,998 Percentage of net sales 14.7% 13.3% 13.2% 12.6% ------------------------------------------------------------------------------------------------------------------------------------
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 third quarter increased $1.7 million, or 15.2%, and year-to-date $3.0 million, or 9.6%, primarily as a result of increased commissions associated with the higher sales volume, costs associated with attracting and retaining customers, bad debt expense, professional fees, and non-recurring costs associated with the implementation of new general ledger and point-of-sale computer systems. Amortization of Intangible Assets
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Amortization of Intangible Assets $ 1,532 (11.7%) $ 1,735 $ 4,593 (11.2%) $ 5,171 Percentage of net sales 1.8% 2.1% 1.8% 2.1% -----------------------------------------------------------------------------------------------------------------------------------
Intangible amortization expense for the third quarter decreased $0.2 million, or 11.7%, and for the nine months ended September 30, 2000, $0.6 million, or 11.2%, primarily as a result of certain intangible assets, principally non-compete agreements, becoming fully amortized. Interest Expense, net
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Interest Expense, net $ 2,968 11.9% $ 2,652 $ 8,906 10.5% $ 8,060 Percentage of net sales 3.5% 3.2% 3.5% 3.3% ------------------------------------------------------------------------------------------------------------------------------------
Interest expense for the third quarter increased $0.3 million, or 11.9%, and for the nine months ended September 30, 2000, $0.8 million, or 10.5%, primarily due to higher interest rates and finance cost amortization. Compared to prior year periods, the Company's annualized effective interest rates in the third quarter and for nine months of 2000 increased by approximately 125 basis points. Also impacting interest expense was higher finance cost amortization of $0.2 million for the third quarter and $0.4 million, year-to-date, 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 nine months of 2000 were lower average outstanding borrowings of approximately $8.1 million from the prior year period. Income Tax Expense
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Income Tax Expense $ 1,055 2.9% $ 1,025 $ 3,252 (6.6%) $ 3,482 Percentage of net sales 1.2% 1.2% 1.3% 1.4% Effective tax rate 52.4% 49.4% 52.7% 49.7% ------------------------------------------------------------------------------------------------------------------------------------
Income tax expense increased less than $0.1 million, or 2.9%, for the third quarter, but decreased for the nine months of 2000, by $0.2 million, or 6.6% 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. Net Income and Income Per Share
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------------------------------------------------------------------------------------------ (In thousands) 2000 Change 1999 2000 Change 1999 ------------------------------------------------------------------------------------------------------------------------------------ Net Income $ 957 (8.9%) $ 1,051 $ 2,922 (17.2%) $ 3,529 Percentage of net sales 1.1% 1.3% 1.1% 1.4% Net income per share $ .13 $ .14 $ .39 $ .47 ------------------------------------------------------------------------------------------------------------------------------------
Factors contributing to the changes in net income and the related per share amounts are discussed above. 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 also takes advantage of periodic special incentive programs available from its suppliers. 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) September 30, December 31, 2000 1999 ---------------------------------------------------------------------------------------------------------------- Working capital $ 41,994 $ 48,147 Long-term debt $ 100,204 $ 111,603 ----------------------------------------------------------------------------------------------------------------
Nine Months Ended September 30, ---------------------------------------------------------------------------------------------------------------- (In thousands) 2000 1999 ---------------------------------------------------------------------------------------------------------------- Cash provided by operating activities $ 17,210 $ 8,241 Cash used in investing activities $ (4,057) $ (1,159) Cash used in financing activities $ (12,520) $ (6,926) ----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities was $17.2 million through the nine months of 2000 compared with $8.2 million in the prior year period. This increase was attributable to cash flow generated from operating assets and liabilities, principally accounts payable. Changes in accounts payable between years is due to differences in payment terms on large inventory purchases. Net cash used in investing activities was $4.1 million for the nine months of 2000 compared to $1.2 million in the prior year period, resulting from increased acquisition activity in the current year and the implementation of computer systems. During the first nine months of 2000, the Company completed five acquisitions compared to four acquisitions in the prior year period. Net cash used in financing activities, primarily the repayment of debt, was $12.5 million for the nine months of 2000, up from $6.9 million for the same period of 1999. This increase in debt repayments was due to the increase in cash generated by operating activities. Total capitalization at September 30, 2000 was $168.1 million, comprised of $112.1 million of debt and $56.0 million of equity. Debt as a percentage of total capitalization was 66.7% at September 30, 2000 compared to 69.9% at December 31, 1999. At September 30, 2000 the Company had term credit and revolving credit facilities totaling $75.3 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 $16.1 million as of September 30, 2000. The Company also has a $7.5 million revolving credit facility to finance future acquisitions, of which $5.8 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. 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 September 30, 2000 is comparable to the amount disclosed in the Company's 1999 Annual Report on Form 10-K. PART II - OTHER INFORMATION Item 1. Legal Proceedings (a) 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 not appealed the judgment against it, and the decision is now final. 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 September 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: November 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