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, 2001
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 May 1, 2001, there were 7,540,804 shares of the Registrant's common stock
outstanding.
FINISHMASTER, INC.
FORM 10-Q
For the Quarter Ended March 31, 2001
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
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PART I. FINANCIAL STATEMENTS
FINISHMASTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
March 31, December 31,
2001 2000 (1)
------------------ -------------------
ASSETS (unaudited)
Current Assets
Cash $ 8,958 $ 1,513
Accounts receivable, net of allowance for doubtful
accounts of $1,490 and $1,337, respectively 30,139 29,063
Inventory 57,129 63,346
Refundable income taxes - 710
Deferred income taxes 3,459 3,459
Prepaid expenses and other current assets 3,837 4,349
--------------- ---------------
Total Current Assets 103,522 102,440
Property and Equipment, net 8,622 8,976
Other Assets
Intangible assets, net 101,804 102,858
Deferred income taxes 1,869 1,870
Other 1,734 2,173
--------------- ---------------
105,407 106,901
--------------- ---------------
$ 217,551 $ 218,317
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 53,464 $ 46,470
Amounts due to LDI 60 506
Accrued compensation and benefits 5,229 6,033
Accrued expenses and other current liabilities 1,995 3,232
Current maturities of long-term debt 5,993 10,990
--------------- ---------------
Total Current Liabilities 66,741 67,231
Long-Term Debt, less current maturities 89,458 90,652
Other Long-Term Liabilities 4,090 3,628
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; 7,540,804 and 7,540,804
shares issued and outstanding 7,540 7,540
Additional paid-in capital 27,367 27,367
Other comprehensive income (loss) (383) -
Retained earnings 22,738 21,899
--------------- ---------------
57,262 56,806
--------------- ---------------
$ 217,551 $ 218,317
=============== ===============
(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.
FINISHMASTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
Three Months Ended
March 31,
---------------------------------
2001 2000
------------- ----------------
Net Sales $ 83,235 $ 84,670
Cost of Sales 52,882 54,737
------------ -------------
Gross Margin 30,353 29,933
------------ -------------
Expenses
Operating 13,339 13,447
Selling, general and administrative 10,871 10,326
Amortization of intangible assets 1,348 1,517
------------ -------------
25,558 25,290
------------ -------------
Income from Operations 4,795 4,643
Interest Expense, net 2,308 2,888
------------ -------------
Income Before Income Taxes and Extraordinary Loss 2,487 1,755
Income Tax Expense 1,153 851
------------ -------------
Net Income Before Extraordinary Loss 1,334 904
Extraordinary Loss on Early Extinguishments of Debt, net
of income tax benefit of $324 495 -
------------ -------------
Net Income $ 839 $ 904
============ =============
Net Income per Share - Basic and Diluted
Net Income before extraordinary loss $ 0.18 $ 0.12
Extraordinary loss, net of income taxes 0.07 -
------------ -------------
Net income $ 0.11 $ 0.12
============ =============
Weighted Average Shares Outstanding - Basic 7,541 7,538
============ =============
Weighted Average Shares Outstanding - Diluted 7,556 7,572
============ =============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
FINISHMASTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended
March 31,
--------------------------------------
2001 2000
Operating Activities ---------------- ----------------
Net income $ 839 $ 904
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,443 2,556
Changes in operating assets and liabilities
(excluding the impact of acquisition):
Accounts receivable, net (1,076) (2,003)
Inventories 6,217 4,878
Prepaid expenses and other assets 1,050 (540)
Accounts payable and other liabilities 4,544 (5,570)
------------- -------------
Net Cash Provided by Operating Activities 15,017 225
Investing Activities
Business acquisitions and payments under earn-out provisions of
prior acquisition agreements (30) (1,650)
Purchases of property and equipment (215) (255)
------------- -------------
Net Cash Used in Investing Activities (245) (1,905)
Financing Activities
Debt issuance costs (1,138) -
Proceeds from debt 86,574 29,696
Repayment of debt (92,763) (27,611)
------------- -------------
Net Cash Provided by (Used In) Financing Activities (7,327) 2,085
------------- -------------
Increase in Cash 7,445 405
Cash at Beginning of Period 1,513 619
------------- -------------
Cash at End of Period $ 8,958 $ 1,024
============= =============
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
2000 Annual Report on Form 10-K.
Nature of Business: FinishMaster, Inc. ("the Company" or "FinishMaster") is the
leading national distributor of automotive paints, coatings, and paint-related
accessories to the automotive collision repair industry. As of March 31, 2001,
the Company operated 156 sales outlets and three major distribution centers in
22 states and is organized into two major geographical divisions - East and
West. The Company aggregates its two geographic divisions into a single
reportable segment. The Company has over 35,000 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 outlined above,
which account for approximately 85% of the Company's purchases.
Principles of Consolidation: The Company's 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 the Company or 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 the majority shareholder of the Company with
5,587,516 shares of common stock, representing 74.1% of the outstanding shares
at March 31, 2001. 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: The Company utilizes derivative
financial instruments, principally interest rate swaps, to reduce its exposure
to fluctuations in interest rates. These instruments are recorded on the balance
sheet at their fair value. Changes in the fair value are recorded each period in
the other comprehensive income (loss) section of shareholders' equity.
Shipping and Handling Fees and Costs: The Company includes the cost of
delivering the product to the customer in the operating expense section of the
consolidated statements of operations. Total delivery costs primarily include
wages, benefits, vehicle costs, and freight. The total delivery costs incurred
for the first quarter ended March 31, 2001 and 2000, are estimated at
$4,325,000, and $4,405,000, respectively.
Reclassification: Certain amounts in the consolidated financial statements have
been reclassified to conform to the current year presentation.
2. ACQUISITIONS
No acquisitions were completed during the three months ended March 31, 2001.
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,
--------------------------------------
2001 2000
----------------- ------------------
Numerator:
Net Income $ 839 $ 904
============ ===========
Denominator:
Basic-weighted average shares 7,541 7,538
Effect of dilutive stock options 15 34
------------ -----------
Diluted-weighted average shares 7,556 7,572
============ ===========
Basic net income per share $ 0.11 $ 0.12
============ ===========
Diluted net income per share $ 0.11 $ 0.12
============ ===========
4. COMMITMENTS AND CONTINGENCIES
The Company is dependent on four main suppliers for the purchases of the paint
and related supplies that it distributes. A loss of one of the suppliers or a
disruption in the supply of the products provided could have a material adverse
effect on the Company's operating results. The suppliers also provide purchase
discounts, prompt payment discounts, extended terms, and other incentive
programs to the Company. To the extent these programs are changed or terminated,
there could be a material adverse impact to the Company.
The Company is 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. 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.
5. EARLY EXTINGUISHMENT OF DEBT
On March 29, 2001, the Company entered into a new senior secured credit facility
with a syndicate of banks and a new senior subordinated term credit facility
with LDI. The use of the proceeds from these facilities was used to repay the
Company's existing senior secured and senior subordinated credit facilities
prior to their original expiration dates. An extraordinary loss on the early
extinguishment of debt of $0.5 million, net of $0.3 million in income tax
benefit, results from the write-off of the unamortized debt issuance costs
related to these expired facilities.
6. LONG-TERM DEBT
On March 29, 2001, the Company entered into a new $100.0 million senior secured
credit facility with a syndicate of banks and a new $20.0 million senior
subordinated term credit facility with LDI. The new senior secured credit
facility consists of a $40.0 million term credit facility and a $60.0 million
revolving credit facility. The term credit facility, which expires on June 30,
2006, requires quarterly principal payments that increase in amount over the
term of the loan. Quarterly principal payments begin on June 30, 2001, and are
$1.0 million per quarter in 2001. 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 the Company's Leverage
Ratio, as defined in the Credit Facility, which range from 1.75% to 2.75% over
LIBOR or 0.00% to 0.75% over prime. For a period of six months after the close
of the transaction, the interest rate is fixed at LIBOR plus 3.00%.
To convert the Company's new senior term credit facility from a floating to a
fixed interest rate obligation, the Company 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%. The current period change in the
fair value of the interest rate swap was ($0.4) million, which was recorded in
the other comprehensive income (loss) section of shareholders' equity.
Concurrent with funding the senior secured credit facility, the Company repaid
its $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.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Net sales $ 83,235 (1.7%) $ 84,670
--------------------------------------------------------------------------------
Net sales for the first quarter decreased $1.4 million, or 1.7%, due to a "same
store sales" decline of approximately $1.8 million, or 2.2%, partially offset by
the full quarter sales effect of prior year acquisitions. The Company
experienced soft market conditions throughout most of its distribution network.
Factors leading to the softening in demand include slower overall economic
conditions; inclement weather conditions in the Northeastern United States;
ongoing drought conditions in Florida; and continued productivity improvements
in the use of automotive paint by our customers. A reduction in vendor supported
marketing programs used to attract and retain customers' also impacted sales.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Gross margin $ 30,353 1.4% $ 29,933
Percentage of net sales 36.5% 35.4%
--------------------------------------------------------------------------------
Gross margin increased $0.4 million, or 1.4%. Gross margin as a percentage of
net sales increased from 35.4% to 36.5%, positively impacting margin by $0.9
million. Lower net sales volume negatively impacted margin by approximately $0.5
million. The improvement in margin as a percentage of net sales is primarily the
result of large inventory purchases made prior to manufacturers' price
increases. Margin can be affected by purchasing opportunities presented to the
Company by its vendors. The Company's ability to maintain the strong margin
realized in the first quarter is dependent upon the availability of favorable
purchasing programs from its vendors and its ability to recover future vendor
price increases from its customers.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Operating expenses $ 13,339 (0.8%) $ 13,447
Percentage of net sales 16.0% 15.9%
--------------------------------------------------------------------------------
Operating expenses consist of wages, facility, vehicle and related costs for the
Company's branch and distribution locations. Operating expenses decreased $0.1
million, or 0.8%, as a result of lower labor and supplies costs. Partially
offsetting these items were higher utility, freight, and vehicle expenses due to
increased energy costs for gasoline, natural gas and electricity.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Selling, general and
administrative expenses $ 10,871 5.3% $ 10,326
Percentage of net sales 13.1% 12.2%
--------------------------------------------------------------------------------
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
increased $0.5 million, or 5.3%, primarily due to higher labor and employee
benefit costs, higher bank charges, and increased costs associated with
attracting and retaining customers.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Amortization of intangible
assets $ 1,348 (11.1%) $ 1,517
Percentage of net sales 1.6% 1.8%
--------------------------------------------------------------------------------
Amortization expense decreased $0.2 million, or 11.1%, as a result of certain
intangible assets, principally non-compete agreements, becoming fully amortized.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Interest expense, net $ 2,308 (20.1%) $ 2,888
Percentage of net sales 2.8% 3.4%
--------------------------------------------------------------------------------
Interest expense decreased $0.6 million, or 20.1%, due primarily to the lower
average outstanding borrowings. Average outstanding borrowings were
approximately $25.7 million lower in the first quarter of 2001 compared to the
prior year period.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Income tax expense $ 1,153 35.5% $ 851
Percentage of net sales 1.4% 1.0%
Effective tax rate 46.4% 48.5%
--------------------------------------------------------------------------------
Income tax expense increased $0.3 million, or 35.5% due primarily to higher
income before income taxes and extraordinary loss. The effective tax rate varied
from the federal statutory rate as a result of certain expenses, principally
nondeductible intangible amortization. In 2000, the Company's effective tax rate
for the year was 53.2%. The lower projected rate for 2001 is reflective of
higher anticipated full year income before income taxes and consistent levels of
nondeductible items.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 Change 2000
--------------------------------------------------------------------------------
Extraordinary loss, net $ 495 N/A $ -
Percentage of net sales 0.6%
--------------------------------------------------------------------------------
An extraordinary loss on the early extinguishment of debt of $0.5 million, net
of $0.3 million in income tax benefit, resulted from the write-off of the
unamortized debt issuance costs related to the early extinguishment of the
Company's senior secured and senior subordinated credit facilities. See Note 5.
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands,
except per share data) 2001 Change 2000
--------------------------------------------------------------------------------
Net income $ 839 (7.2%) $ 904
Percentage of net sales 1.0% 1.1%
Net income per share - Diluted $ 0.11 $ 0.12
--------------------------------------------------------------------------------
Factors contributing to the changes in net income and the related per share
amounts are discussed in the detail 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 takes advantage of periodic special incentive programs available
from its suppliers that extend the due date of inventory purchases beyond terms
normally available with large volume purchases. 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) March 31, December 31,
2001 2000
--------------------------------------------------------------------------------
Working capital $ 36,781 $ 35,209
Long-term debt $ 89,458 $ 90,652
--------------------------------------------------------------------------------
Three Months Ended March 31,
--------------------------------------------------------------------------------
(In thousands) 2001 2000
--------------------------------------------------------------------------------
Cash provided by operating activities $ 15,017 $ 225
Cash used in investing activities $ (245) $ (1,905)
Cash provided by (used in) financing
activities $ (7,327) $ 2,085
--------------------------------------------------------------------------------
The Company's primary sources of funds are from operations and borrowings under
its credit facilities. The Company's principal uses of cash are to fund working
capital, capital expenditures, acquisitions, and the repayment of outstanding
borrowings.
Net cash generated from operating activities was $15.0 million in the first
quarter of 2001 compared with $0.2 million in 2000. This increase was the result
of a positive change in operating assets and liabilities, primarily accounts
payable and other liabilities. The increase in cash flows from accounts payable
and other liabilities resulted from differences in payment terms between years
on large end of year inventory purchases.
Net cash used in investing activities, primarily for acquisitions, was $0.2
million in the first quarter of 2001, down from $1.9 million in 2000. No
acquisitions were completed in the current year period while three were
completed in the prior year period.
Net cash used by financing activities, primarily the repayment of borrowings,
was $7.3 million in the quarter ended March 31, 2001, compared to net cash
provided of $2.1 million in the prior year period. The increase in net debt
repayments was a result of improved working capital management and favorable
payment terms provided by our vendors on end of year inventory purchases. Use of
cash for debt issuance costs related to the new credit facilities was $1.1
million.
Total capitalization at March 31, 2001, was $152.8 million, comprised of $95.5
million of debt and $57.3 million of equity. Debt as a percentage of total
capitalization was 62.5% at March 31, 2001 compared to 64.1% at December 31,
2000.
On March 29, 2001, the Company entered into a new $100.0 million senior secured
credit facility with a syndication of banks and a new $20.0 million senior
subordinated term credit facility with LDI. The new senior secured credit
facility consists of a $40.0 million term credit facility and a $60.0 million
revolving credit facility. The term credit facility, which expires on June 30,
2006, requires quarterly principal payments that increase in amount over the
term of the loan. Quarterly principal payments begin on June 30, 2001, and are
$1.0 million per quarter in 2001. 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 the Company's Leverage
Ratio, as defined in the Credit Facility, which range from 1.75% to 2.75% over
LIBOR or 0.00% to 0.75% over prime. For a period of six months after the close
of the transaction, the interest rate is fixed at LIBOR plus 3.00%.
To convert the Company's new senior term credit facility from a floating to a
fixed interest rate obligation, the Company 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%. The current period change in the
fair value of the interest rate swap was ($0.4) million, which was recorded in
the Other Comprehensive Income (Loss) section of Shareholders' Equity.
Concurrent with funding the senior secured credit facility, the Company repaid
its $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.
The Company was in compliance with the covenants underlying its credit
facilities, and had estimated availability under its revolving credit facilities
of $38.5 million as of May 1, 2001, based upon the March 31, 2001 borrowing base
calculation.
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.
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/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 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)
21 Subsidiaries of the Registrant (previously filed with Form 10K
dated March 29, 2001)
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 City Bank of Indiana, as
Agent.
99(b)* Subordinated Note Agreement, dated as of March 29, 2001, by
and between FinishMaster, Inc. and LDI, Ltd.
(b) Reports on Form 8-K. There were no reports on Form 8-K filed in the
quarter ended March 31, 2001.
*filed herein
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 10, 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