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 MARCH 31, 2003
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 800, 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
----- -----
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes No X
----- -----
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of June 30, 2002 (the last business day of the Registrant's most
recently completed second fiscal quarter) was $26,500,000.
On March 31, 2003, there were 7,790,671 shares of the Registrant's common stock
outstanding.
FINISHMASTER, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2003
TABLE OF CONTENTS
PAGE
Part I. Financial Information 3
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (unaudited) 3
Condensed Consolidated Statements of Operations (unaudited) 4
Condensed Consolidated Statements of Cash Flows (unaudited) 5
Condensed Consolidated Statements of Shareholders' Equity (unaudited) 6
Notes to Condensed Consolidated Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Controls and Procedures 14
Part II. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 16
Certifications 17
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FINISHMASTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
MARCH 31, DECEMBER 31,
2003 2002 (1)
---------- ------------
ASSETS (unaudited)
CURRENT ASSETS
Cash $ 3,364 $ 2,070
Accounts receivable, net of allowance for doubtful
accounts of $1,663 and $1,517, respectively 29,809 30,023
Inventory 47,098 55,566
Refundable income taxes - 731
Deferred income taxes 4,164 4,221
Prepaid expenses and other current assets 2,306 2,972
--------- ---------
Total Current Assets 86,741 95,583
PROPERTY AND EQUIPMENT, NET 5,809 6,278
OTHER ASSETS
Intangible assets, net 101,911 102,137
Other 1,909 1,629
--------- ---------
109,629 103,766
--------- ---------
$ 196,370 $ 205,627
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 21,944 $ 15,744
Amounts due to LDI 1,212 1,131
Accrued compensation and benefits 5,909 7,971
Accrued expenses and other current liabilities 2,775 1,895
Current maturities of long-term debt 8,023 7,571
--------- ---------
Total Current Liabilities 39,863 34,312
LONG-TERM DEBT, LESS CURRENT MATURITIES 70,222 88,726
OTHER LONG-TERM LIABILITIES 7,001 6,209
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; 7,790,671 and 7,783,261
shares issued and outstanding 7,791 7,783
Additional paid-in capital 28,928 28,879
Accumulated other comprehensive loss (1,212) (1,286)
Retained earnings 43,777 41,004
--------- ---------
79,284 76,380
--------- ---------
$ 196,370 $ 205,627
========= =========
(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.
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
FINISHMASTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
----------------------------------
2003 2002
-------------- ---------------
NET SALES $ 83,495 $ 84,261
COST OF SALES 56,788 57,045
-------------- ---------------
GROSS MARGIN 26,707 27,216
-------------- ---------------
EXPENSES
Operating 9,186 9,244
Selling, general and administrative 10,837 10,582
Amortization of intangible assets 307 246
-------------- ---------------
20,330 20,072
-------------- ---------------
INCOME FROM OPERATIONS 6,377 7,144
INTEREST EXPENSE, NET 1,718 1,837
-------------- ---------------
INCOME BEFORE INCOME TAXES 4,659 5,307
INCOME TAX EXPENSE 1,886 2,183
-------------- ---------------
NET INCOME $ 2,773 $ 3,124
============== ===============
NET INCOME PER SHARE -- BASIC $ 0.36 $ 0.41
============== ===============
NET INCOME PER SHARE -- DILUTED $ 0.35 $ 0.40
============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING -- BASIC 7,791 7,648
============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING -- DILUTED 7,907 7,762
============== ===============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
FINISHMASTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
--------------------
OPERATING ACTIVITIES 2003 2002
-------- --------
Net income $ 2,773 $ 3,124
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,382 1,289
Changes in operating assets and liabilities
(excluding the impact of acquisitions):
Accounts receivable, net 163 (2,663)
Inventories 8,487 1,352
Prepaid expenses and other assets (522) 1,118
Accounts payable and other liabilities 7,168 (6,445)
-------- --------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 19,451 (2,225)
INVESTING ACTIVITIES
Business acquisitions and payments under earn-out provisions of prior
acquisition agreements (36) (200)
Purchases of property and equipment (127) (346)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (163) (546)
FINANCING ACTIVITIES
Proceeds from exercise of stock options 58 -
Proceeds from debt 13,430 28,993
Repayment of debt (31,482) (26,217)
-------- --------
NET CASH PROVIDED (USED) IN FINANCING ACTIVITIES (17,994) 2,776
-------- --------
INCREASE IN CASH 1,294 5
CASH AT BEGINNING OF PERIOD 2,070 2,977
-------- --------
CASH AT END OF PERIOD $ 3,364 $ 2,982
======== ========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
CONDENSED CONSOLIDATED STATEMENTS
OF SHAREHOLDERS' EQUITY
FINISHMASTER, INC.
ACCUMULATED OTHER
COMMON PAID-IN RETAINED COMPREHENSIVE
(In thousands) STOCK CAPITAL EARNINGS LOSS TOTALS
----------- ------------ ------------ ------------------- -----------
BALANCES AT DECEMBER 31, 2001 $ 7,638 $ 27,936 $ 28,107 $ (1,146) $ 62,535
Comprehensive income:
Net income for the year - - 12,897 - 12,897
Other comprehensive loss:
Interest rate swap - - - (140) (140)
-----------
Total comprehensive income $ 12,757
Stock grants issued and options exercised 145 943 - - 1,088
--------- ---------- ---------- ---------- -----------
BALANCES AT DECEMBER 31, 2002 $ 7,783 $ 28,879 $ 41,004 $ (1,286) $ 76,380
Comprehensive income:
Net income for the quarter - - 2,773 - 2,773
Other comprehensive -income:
Interest rate swap - - - 74 74
-----------
Total comprehensive income $ 2,847
Stock grants issued and options exercised 8 49 - - 57
--------- ---------- ---------- ---------- -----------
BALANCES AT MARCH 31, 2003 $ 7,791 $ 28,928 $ 43,777 $ (1,212) $ 79,284
The accompanying notes are an integral part of the condensed consolidated
financial statements.
6
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 our annual consolidated financial
statements and notes. This Form 10-Q should be read in conjunction with our
consolidated financial statements and notes included in our 2002 Annual Report
on Form 10-K.
NATURE OF BUSINESS: FinishMaster, Inc. ("FinishMaster") is the leading national
distributor of automotive paints, coatings, and paint-related accessories to the
automotive collision repair industry. As of March 31, 2003, we operated 157
sales outlets and three major distribution centers in 23 states and were
organized into six major geographical regions -- East, Midwest, Upper Midwest,
West, South and Southeast. We aggregate these six geographical regions into a
single reportable segment. We have approximately 13,000 customer credit accounts
to which we provide a comprehensive selection of brand name products supplied by
BASF, DuPont, 3M and PPG, in addition to our own FinishMaster PrivateBrand
refinishing accessory products. We are highly dependent on the key suppliers
outlined above, which account for approximately 85% of our purchases.
PRINCIPLES OF CONSOLIDATION: Our consolidated financial statements include the
accounts of FinishMaster and its wholly owned subsidiaries from the dates of
their respective acquisition. All significant inter-company accounts and
transactions have been eliminated. References to FinishMaster throughout this
report relate to the consolidated entity.
MAJORITY SHAREHOLDER: Lacy Distribution, Inc. ("Distribution"), an Indiana
corporation, is a wholly owned subsidiary of LDI, Ltd. ("LDI"), an Indiana
limited partnership, and is our majority shareholder with 5,587,516 shares of
common stock, representing 71.7% of the outstanding shares at March 31, 2003.
LDI and Distribution are collectively referred to herein as "LDI."
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,
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.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: We utilize derivative financial
instruments, principally interest rate swaps, to reduce our exposure to
fluctuations in interest rates. These instruments are recorded on the balance
sheet at their fair value. Changes in the fair value of interest rate swap are
recorded each period in Other Long Term Liabilities and the net of tax effect is
recorded in the Accumulated Other Comprehensive Loss section of Shareholders'
Equity.
RECLASSIFICATION: Certain amounts in the consolidated financial statements have
been reclassified to conform to the current year presentation.
2. ACQUISITIONS
During the first quarter of 2003, we completed one acquisition, Rankin Auto Body
Supplies, Inc., in New Jersey. The acquisition was completed on March 28, 2003,
and was funded with cash.
During 2002, we completed four acquisitions: Innovative Refinish Supply, Inc.,
in Arizona during the first quarter; Gil Bezy, Inc., D/B/A Color Master, Inc. in
Kentucky and Southern Automotive, Inc. in South Carolina during the third
quarter; and Caywood's Paint Supply in California during the fourth quarter.
These acquisitions were funded with cash and debt.
7
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 MARCH 31,
----------------------------------------
2003 2002
Numerator:
Net income $ 2,773 $ 3,124
=============== ================
Denominator:
Basic-weighted average shares 7,791 7,648
Effect of dilutive stock options 114 114
--------------- ----------------
Diluted-weighted average shares 7,905 7,762
=============== ================
Net income per share -- basic $ 0.36 $ 0.41
=============== ================
Net income per share -- diluted $ 0.35 $ 0.40
=============== ================
4. COMMITMENTS AND CONTINGENCIES
We are dependent on four main suppliers for the purchases of the paint and
related supplies that we distribute. A loss of one of these suppliers or a
disruption in the supply of their products provided could have a material
adverse effect on our operating results. These suppliers also provide purchase
discounts, prompt payment discounts, extended terms, and other incentive
programs to us. To the extent these programs are changed or terminated, there
could be a material adverse impact on our results of operations or cash flows.
We are subject to various claims and contingencies arising out of the normal
course of business, including those relating to commercial transactions,
environmental, product liability, automobile, taxes, discrimination, employment
and other matters. We are involved in three superfund site investigations, two
in Florida and one in Georgia. Our 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 our financial
condition, results of operations or cash flows.
We have been named as one of a number of defendants in the automotive
refinishing industry in a class action complaint by a group of collision repair
centers in California. The plaintiffs claim to represent similar businesses
throughout the state of California and allege that paint manufacturers engaged
in a horizontal price fixing conspiracy. The plaintiffs further allege that the
manufacturers together with paint distributors engaged in a vertical price
fixing conspiracy. Specifically, the plaintiffs allege that manufacturers and
distributors agreed not to extend their most favorable pricing terms to the
collision repair centers. The court has stayed the vertical price fixing
component of the class action pending resolution of the horizontal price fixing
allegations.
Consequently there are no pending deadlines or trial dates with respect to us.
We believe that the class action is without merit. We intend to vigorously
defend our position. At the same time the amount of damages has not been
specified.
In the normal course of business we also enter into various guarantees and
indemnities in our relationships with suppliers, service providers, customers
and others. We do not believe these guarantees and indemnifications will have a
material impact on our financial condition or results of operations, although
indemnification associated with our actions generally have no dollar
limitations.
5. LONG-TERM DEBT
On March 29, 2001, we entered into a $100.0 million senior secured credit
facility with a syndicate of banks and a $20.0 million senior subordinated term
credit facility with LDI. The senior secured credit facility consisted of a
$40.0 million term credit facility and a $60.0 million revolving credit
facility. The term credit facility, which expires on
8
June 30, 2006, requires quarterly principal payments that increase in amount
over the term of the loan. Quarterly principal payments began on June 30, 2001,
and are $1.5 million per quarter in 2003. The revolving credit facility is
limited to the lesser of (1) $60.0 million less letter of credit obligations, or
(2) 80 percent of eligible accounts receivable plus 65 percent of eligible
inventory less letter of credit obligations and a reserve for three months
facility rent. Principal is due on June 30, 2006. Both the revolving credit and
term facilities are subject to interest rates, which fluctuate based on our
Leverage Ratio, as defined in the Credit Facility. During the first quarter of
2003, our interest rates were 2.00% over LIBOR (1.34% to 1.76%) or at prime in
the case of Floating Rate Advances.
To convert our senior term credit facility from a floating to a fixed interest
rate obligation, we entered into interest rate swap agreements with notional
amounts of $40.0 million. The weighted average fixed interest rate under these
agreements is 5.43%. In order to maintain effectiveness, the quarterly
settlement terms of the swap agreements are established to match the interest
payments on the term credit facility. The change in the fair value of the
interest rate swap was $0.1 million and $0.4 million for the first quarter 2003
and 2002, respectively. The amounts net of tax were recorded in the Accumulated
Other Comprehensive Loss section of the Shareholders' Equity.
Concurrent with funding the senior secured credit facility, we repaid our $30.0
million senior subordinated term credit facility and entered into a new $20.0
million senior subordinated term credit facility with LDI. All outstanding
principal is due on March 29, 2007, and interest is payable quarterly at a rate
of 12.0% per annum.
6. GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying amount of goodwill did not change for the quarter ended March 31,
2003.
Information regarding the other intangible assets is as follows:
(In thousands)
GROSS CARRYING ACCUMULATED
Balance as of March 31, 2003 AMOUNT AMORTIZATION NET BOOK VALUE
Customer Lists $ 4,495 $ 917 $ 3,578
Non Compete Agreements 12,756 11,785 971
Debt Issue Costs 1,329 515 814
------- ------- -------
Total $18,580 $13,217 $ 5,363
======= ======= =======
Amortization lives for intangible assets range from 3 to 6 years.
Total intangible amortization expenses for the three months ended March 31, 2003
and 2002 was $307,000 and $246,000, respectively. Estimated amortization for
each of the five succeeding fiscal years based on intangible assets as of
December 31, 2002 is expected to be approximately $1,100,000 annually.
9
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
NET SALES
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Net sales $ 83,495 (0.9%) $ 84,261
------------- -------------- -------------
Net sales for the first quarter decreased $0.8 million, or 0.9%, due to a "same
store" sales decline of approximately 3.5%, partially offset by the full quarter
sales effect of prior year acquisitions. We experienced soft market conditions
in the industry as a whole. Inclement weather during January and February in the
eastern half of the United States impacted demand for automotive paint and
related accessories. Many of our customer's collision repair facilities were
closed and their operations disrupted. Slow overall economic conditions also
impacted sales with minor collision damage repair being delayed or cancelled by
many automobile owners. We also continue to be impacted by the longer-term trend
of a flat to declining vehicular repair environment and productivity
improvements in the use of automotive paints by our customers. Even though these
industry dynamics are not expected to reverse in the near term, we continue to
focus our efforts on increasing sales and gaining market share.
GROSS MARGIN
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Gross margin $ 26,707 (1.9%) $ 27,216
Percentage of net sales 32.0% 32.3%
------------- -------------- -------------
Gross margin decreased $0.5 million, or 1.9%. Lower net sales volume negatively
impacted margin by approximately $0.2 million. Gross margin as a percentage of
net sales decreased 30 basis points to 32.0%, negatively impacting margin by
$0.3 million. This decrease was due primarily to higher shipping and handling
costs associated with delivering our products to the customer.
OPERATING EXPENSES
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Operating expenses $ 9,186 (0.6%) $ 9,244
Percentage of net sales 11.0% 11.0%
------------- -------------- -------------
Operating expenses consist of wages, facility, and related costs for our branch
and distribution locations.
Operating expenses decreased $0.1 million, or 0.6%, and as a percentage of net
sales, remained stable at 11.0%. Lower labor costs were offset by higher
facility insurance and utility costs.
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Selling, general and
administrative expenses $ 10,837 2.4% $ 10,582
Percentage of net sales 13.0% 12.6%
------------- -------------- -------------
10
Selling, general and administrative expenses ("SG&A") consist of costs
associated with our corporate support staff, and expenses for commissions,
sales, wages, and customer sales support activities.
SG&A expenses increased $0.3 million, or 2.4% due primarily to higher selling
expenses. In an effort to increase our sales and market share, we hired
additional sales personnel and initiated various sales and marketing programs
throughout 2002. These initiatives increased our selling expenses, principally
sales labor and marketing expenses. As a percentage of net sales, SG&A expenses
increased from 12.6% to 13.0%.
AMORTIZATION OF INTANGIBLE ASSETS
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Amortization of intangible
assets $ 307 24.8% $ 246
Percentage of net sales 0.4% 0.3%
------------- -------------- -------------
Higher amortization expense of $0.1 million, or 24.8%, was due primarily to an
increase in customer list amortization associated with prior year acquisitions.
INTEREST EXPENSE
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Interest expense, net $ 1,718 (6.5%) $ 1,837
Percentage of net sales 2.1% 2.2%
------------- -------------- -------------
Interest expense decreased $0.1 million, or 6.5%, due primarily to lower
effective interest rates. Our effective interest rate was approximately 100
basis points lower in the current quarter compared to the prior year period.
INCOME TAX EXPENSE
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands) 2003 CHANGE 2002
------------- -------------- -------------
Income tax expense $ 1,886 (13.6%) $ 2,183
Percentage of net sales 2.3% 2.6%
Effective tax rate 40.5% 41.1%
------------- -------------- -------------
Income tax expense decreased $0.3 million, or 13.6%, as a result of lower income
before income taxes and a slightly lower effective tax rate.
NET INCOME AND INCOME PER SHARE
THREE MONTHS ENDED MARCH 31,
------------------------------------------------------
(In thousands, except per share data) 2003 CHANGE 2002
------------- -------------- -------------
Net income $ 2,773 (11.2%) $ 3,124
Percentage of net sales 3.3% 3.7%
Net income per share - Diluted $ 0.35 $ 0.40
------------- -------------- -------------
SEASONALITY AND QUARTERLY FLUCTUATIONS
Our sales and operating results have varied from quarter to quarter due to
various factors and we expect these fluctuations to continue. Among these
factors are seasonal buying patterns of our 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 in operating results from quarter to quarter. We
also take advantage of periodic special incentive programs available from our
suppliers that extend the due date of inventory purchases beyond terms
11
normally available with large volume purchases. The timing of these programs can
contribute to fluctuations in our quarterly cash flows. Although we continue to
investigate strategies to smooth the seasonal pattern of our quarterly results
of operations, there can be no assurance that our net sales, results of
operations and cash flows will not continue to display seasonal patterns.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
(In thousands) MARCH 31, DECEMBER 31,
2003 2002
--------------- ----------------
Working capital $ 46,878 $ 61,271
Long-term debt $ 70,222 $ 88,726
--------------- ----------------
THREE MONTHS ENDED MARCH 31,
--------------------------------------
(In thousands) 2003 2002
--------------- ----------------
Cash provided (used) by operating activities $ 19,451 $ (2,225)
Cash used in investing activities $ (163) $ (546)
Cash provided by (used in) financing activities $ (17,994) $ 2,776
--------------- ----------------
Our primary sources of funds are from operations and borrowings under our credit
facilities. Our principal uses of cash are to fund working capital, capital
expenditures, acquisitions, and the repayment of outstanding borrowings.
Operating activities in the first quarter of 2003 generated $19.5 million of net
cash compared with $2.2 million of net cash used in the prior year period. This
increase was the result of a positive change in operating assets and
liabilities, primarily inventories and accounts payable and other liabilities.
For the comparable first quarter periods, differences in payment terms between
years on large year-end inventory purchases impacted cash used by accounts
payable and other liabilities. Reductions in inventories purchased under the
year-end purchase programs led to the cash generated from decreased inventory
levels.
Net cash used in investing activities was $0.2 million in the first quarter of
2003, compared to $0.5 million in the prior year period due to decreased
expenditures for the purchase of fixed assets and acquisitions. We estimate that
capital expenditures for 2003, principally for information technology equipment,
will approximate $2.1 million.
Cash generated by operating activities, principally working capital, allowed us
to repay approximately $18.0 million of debt during the first quarter of 2003.
In the prior year period, proceeds from borrowings were used to fund operating
and investing activities.
Total capitalization at March 31, 2003, was $157.5 million, comprised of $78.2
million of debt and $79.3 million of equity. Debt as a percentage of total
capitalization was 49.7% at March 31, 2003 compared to 55.8% at December 31,
2002.
At March 31, 2003, we had outstanding term credit and revolving credit
facilities totaling $52.9 million and senior subordinated debt of $19.9 million.
We were in compliance with the covenants underlying these credit facilities, and
had estimated availability under our revolving credit facilities of $27.2
million, based upon the March 31, 2003 borrowing base calculation.
Based on current and projected operating results and giving effect to total
indebtedness, we believe 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.
CRITICAL ACCOUNTING POLICIES
The accounting policies described below require us to make significant estimates
and assumptions using information available at the time the estimates are made.
Such estimates and assumptions significantly affect various reported amounts of
assets and liabilities. If our future experience differs materially from these
estimates and assumptions, our results of operations and financial condition
could be affected.
12
Allowance for Consigned Inventory - We routinely consign inventory with our
customers to attract and retain their business. The consigned inventory is an
asset on our balance sheet. Upon termination of the customer relationship, the
inventory is either returned to us or paid for by the customer. We periodically
review the realizable value of the consigned inventory by following a detailed
process that entails verifying that the customer's business relationship exists
at a level to justify the consigned inventory balance. A reserve has been
established to reduce the consigned inventory balance to its estimated net
realizable value.
Provision for Income Taxes - We determine our provision for income taxes using
the balance sheet method. Under this method, deferred tax assets and liabilities
are recognized for the future tax effects of temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Changes in future tax provisions may be affected by
the passage of new tax laws, changes in taxable income and the resolution of the
tax audit issues.
Allowance for Doubtful Accounts Receivable - Our estimate of the allowance for
doubtful accounts receivable is based on historical customer payment experience
and reflects our best estimate of collectibility. Future events and
circumstances related to the financial condition of our customers could
materially change these estimates.
Allowance for Vendor Credits Due - Our estimate of the allowance for vendor
credits due is based on historical collection experience and reflects our best
estimate of collectibility. Future events and circumstances related to continued
vendor support could materially change these estimates.
Reserve for Obsolete Inventory - Our estimate of the reserve for obsolete
inventory is based on historical product usage information. Changes in the rate
of introduction of new products by our suppliers, our ability to return excess
inventory to vendors, and our ability to sell excess inventory could materially
change these estimates.
Deferred Charges - To attract and retain business, we will occasionally provide
paint related equipment and/or make upfront cash investments in lieu of
discounts with our customers. In consideration for these investments, our
customers make multi-year purchase commitments that include liquidated damages
in the event that the customer breaches the commitment. These investments are
capitalized and amortized over the commitment period or thirty-six months,
whichever is shorter. The amortization is reflected as a reduction of the
selling price of the product and is reported as an offset to revenue.
FORWARD-LOOKING STATEMENTS
This Report contains certain forward-looking statements pertaining to, among
other things, our future results of operations, cash flow needs and liquidity,
acquisitions, and other aspects of our business. We may make similar
forward-looking statements from time to time. These statements are based largely
on our 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 our business
strategy or an inability to execute this strategy due to changes in our industry
or the economy in general, difficulties associated with assimilating
acquisitions, the emergence of new or growing competitors, seasonal and
quarterly fluctuations, governmental regulations, the potential loss of key
suppliers, the realization of tax benefits from deferred tax assets, limitations
on access to capital due to covenant restrictions, 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.
SECURITIES AND EXCHANGE COMMISSION FILINGS
All reports filed electronically by us with the United Sales Securities and
Exchange Commission (SEC), including the annual report on Form 10-K, quarterly
reports on Form 10-Q, and current events reports on Form 8-K, as well as any
amendments to those reports, are accessible on the SEC's website at
http://www.sec.gov.
For additional information on FinishMaster, visit our website at
http://www.finishmaster.com/ or Corporate News on the Net at
http://www.businesswire.com/companyspecific
13
ITEM 3
CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), within 90 days of the filing date of this report.
Based on their evaluation, our chief executive officer and chief financial
officer concluded that the Company's disclosure controls and procedures are
effective.
There have been no significant changes (including corrective actions with regard
to significant deficiencies or material weaknesses) in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of the evaluation referenced above.
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 dated March
28, 2002)
10.1 FinishMaster, Inc. Stock Option Plan (Amended and Restated as of
April 29, 1999) (previously filed with Registrant's proxy statement
on Schedule 14A dated April 9, 1999)
10.2 FinishMaster, Inc. Deferred Compensation Plan dated as of November
1, 2000 (previously filed with Registrant's proxy statement on
Schedule 14A dated April 9, 2001)
10.3 First Amendment to the FinishMaster, Inc. Deferred Compensation
Plan dated January 1, 2002 (previously filed with Form 10-K dated
March 28, 2002)
21 Subsidiaries of the Registrant (previously filed with Form 10-K
dated March 28, 2002)
99(a) Credit Agreement, dated as of March 29, 2001, among FinishMaster,
Inc., the Institutions from Time to Time Parties Thereto as
Lenders and National
14
City Bank of Indiana, as Agent (previously filed with Form 10-Q
dated May 14, 2001)
99(b) First Amendment to Credit Agreement, dated as of December 14,
2001, among FinishMaster, Inc., the Institutions from Time to
Time Parties Thereto as Lenders and National City Bank of
Indiana, as Agent (previously filed with Form 10-K dated March
28, 2002)
99(c) Second Amendment to Credit Agreement dated as of December 23, 2002,
among FinishMaster, Inc., the Institutions from Time to Time
Parties Thereto as Lenders and National City Bank of Indiana, as
Agent (previously filed with Form 10-K dated March 28, 2002)
99(d) Subordinated Note Agreement, dated as of March 29, 2001, by and
between FinishMaster, Inc. and LDI, Ltd. (previously filed with
Form 10-Q dated May 14, 2001)
99.1 Certification
(b) Reports on Form 8-K. There were no reports on Form 8-K filed in the
quarter ended March 31, 2003.
*filed herein
15
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: May 6, 2003 FINISHMASTER, INC.
By: /s/ Andre B. Lacy
-----------------------
Andre B. Lacy
Chief Executive Officer
By: /s/ Robert R. Millard
-----------------------
Robert R. Millard
Senior Vice President and
Chief Financial Officer
16
[GRAPHIC: This graphic shows where each of the funds in the Ultra Series Fund,
in addition to other types of investments, fall on a curve that depicts the
risk taken for the gain potential. The x-axis is labelled "Long-Term Potential
for Gains;" the y-axis is labelled "Short-Term Risk (Volatility of Returns)".]
CERTIFICATION
I, Andre B. Lacy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
FinishMaster, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 6, 2003 /s/ Andre B. Lacy
-----------------
Andre B. Lacy
Chairman and Chief Executive Officer
17
CERTIFICATION
I, Robert R. Millard, certify that:
1. I have reviewed this quarterly report on Form 10-Q of
FinishMaster, Inc.:
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flow of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c) presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
control; and
b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses
Date: May 6, 2003 /s/ Robert R. Millard
---------------------
Robert R. Millard
Senior Vice President and Chief
Financial Officer
18