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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 2, 2000
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DDi CAPITAL CORP.
DYNAMIC DETAILS, INCORPORATED
(Exact Name of Registrants as Specified in Charters)
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CALIFORNIA 333-41187 33-0780382
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CALIFORNIA 333-41211 33-0779123
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation ) Identification Nos.)
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1230 Simon Circle, Anaheim, California 92806
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(Address of Principal Executive Offices) (Zip Code)
Registrants' Telephone Number, including Area Code: (714) 688-7200
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ITEM 5. OTHER EVENTS
Amendment No. 1 to Form S-1 Registration Statement Filed by DDi Corp. On
March 2, 2000, DDi Corp., the ultimate parent of the registrants, filed with
the Securities and Exchange Commission an Amendment 1 to its Registration
Statement on Form S-1 relating to the proposed initial public offering of its
common stock. The Amendment increases the size of the offering and updates the
Registration Statement with DDi Corp.'s financial results for the fiscal year
ended December 31, 1999, which results will differ slightly from those of the
registrants. DDi Corp. intends to use the net proceeds from the offering to
reduce indebtedness, including a redemption of a portion of the 12 1/2% senior
discount notes issued by DDi Capital Corp. and the repayment of a portion of the
indebtedness of Dynamic Details, Incorporated under its senior credit facility.
Press Release of Dynamic Details Incorporated. Reference is made to a press
release of registrant Dynamic Details, Incorporated dated March 3, 2000
announcing its financial results for its fiscal year and fourth quarter ended
December 31, 1999. Dynamic Details, Incorporated is a wholly owned subsidiary of
registrant DDi Capital Corp. Such news release is filed as Exhibit 99.1 to this
report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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99.1 Press Release dated March 3, 2000 of DDi Corp.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized, in the city of Anaheim, state of
California, on this 9th day of March, 2000.
DDI CAPITAL CORP.
DYNAMIC DETAILS, INCORPORATED
By: /S/ JOSEPH P. GISCH
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Name: Joseph P. Gisch
Title: Vice-President and Chief Financial Officer
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DYNAMIC DETAILS, INC. ANNOUNCES FY 1999 RESULTS
ANAHEIM, CA (March 3, 2000)--Dynamic Details, Inc. ("DDi"), announced its
financial results for its fiscal year and fourth quarter ended December 31,
1999. DDi is wholly owned by DDi Capital Corp., a subsidiary of DDi Corp.
We are a leading provider of time-critical, technologically advanced design,
development and manufacturing services to original equipment manufacturers and
electronics manufacturing service providers.
The following results include references to pro forma information. Information
provided on this basis presents our results as if our merger with Dynamic
Circuits, Inc. ("DCI") in July 1998 had occurred at the beginning of 1998. The
pro forma information also excludes non-recurring charges incurred in connection
with this merger.
FY 1999 RESULTS OF OPERATIONS
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DDi achieved record sales of $293 million in 1999, an increase of $118 million
(67%) from 1998 sales of $175 million. Of this increase, $31 million resulted
from internal sales growth. The balance resulted from the inclusion in 1999 of
a full year of DCI sales. Revenue growth accelerated in the second half of 1999
as our production of more complex and larger panels increased average sales
price per panel. On a pro forma basis, net sales increased by over 25% for the
six months ended December 31, 1999 as compared to the corresponding six months
in 1998.
For 1999, DDi achieved EBITDA (earnings before income taxes, depreciation,
amortization and net interest expense) of $68.7 million, as adjusted to exclude
1999 fees of $1.1 million incurred under a management agreement with its
majority-owner and certain non-cash charges, which is an increase of $23.3
million (51%) from $45.4 million in 1998. Of this increase, $6.8 million
resulted from internal growth. The balance resulted from the inclusion in 1999
of a full year of DCI's EBITDA contribution. The adjusted EBITDA margin for 1999
was 24%, which is consistent with our 1998 margin, after giving effect to the
DCI merger.
4TH QUARTER 1999 RESULTS OF OPERATIONS
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Sales increased $19.6 (33%) to $78.7 million for the quarter ended December 31,
1999, from $59.1 million for the fourth quarter 1998. This increase resulted
primarily from the production of more complex and larger panels in 1999, coupled
with the decline in global demand in late 1998 caused by the Asian financial
crisis.
For the quarter ended December 31, 1999, DDi achieved EBITDA of $18.9 million,
as adjusted to exclude 1999 fees incurred under its management agreement of $0.3
million and certain non-cash charges in such period, which is an increase of
$8.3 million (78%) from $10.6 million for the fourth quarter 1998. The adjusted
EBITDA margin for the quarter ended December 31, 1999 was 24% of sales,
improving from an 18% margin in the fourth quarter 1998. These improvements are
due to the higher level of sales, which improved operating leverage.
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RECENT DEVELOPMENTS
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In December 1999, we implemented a plan to consolidate our Colorado operations
into our Texas facility and to close our Colorado facility. The consolidation
and closure is anticipated to be substantially complete by March 31, 2000. We
are currently serving the majority of the customers who were served by our
Colorado facility out of our Texas facility. By combining the Texas and
Colorado operations, we are eliminating lower-margin product lines and
decreasing our overhead costs, and expect to gain efficiency through better
capital utilization and streamlined management.
In conjunction with the consolidation of our Colorado operations into our Texas
facility and the closure of the Colorado facility, we recorded a charge of $7.0
million in the fourth quarter of 1999. The charge consists of $4.5 million for
severance and other exit costs and $2.5 million related to the impairment of net
property, plant and equipment. The impact of this charge is excluded from
adjusted EBITDA, as reported above.
This press release contains information about future expectations, plans and
prospects that may constitute forward-looking statements for purposes of the
safe harbor provisions under the Private Securities Litigation Reform Act of
1995. Actual results or developments may differ materially from those projected
or implied in the forward-looking statements. More information about the risks
and challenges faced by DDi and its parent companies, DDi Capital Corp. and DDi.
Corp., is contained in the Securities Exchange Commission filings made by each
of these entities. The 1999 financial statements for DDi Corp. are contained
within DDi Corp.'s Amendment No. 1 to its Registration Statement on Form S-1
filed by us with the Securities Exchange Commission.
Contact: Dynamic Details, Inc., Anaheim, CA Joseph P. Gisch, CFO 714-688-7200
