SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18, 1996
_____________________
Exact Name of Registrant as
Specified in Its Charter: DDL ELECTRONICS, INC.
______________________________
DELAWARE 1-8101 33-0213512
_____________________________ ____________ _____________
State or Other Jurisdiction of Commission I.R.S. Employer
Incorporation or Organization File Number Identification No.
Address of Principal Executive Offices: 2151 Anchor Court
Newbury Park, CA 91320
_________________________
Registrant's Telephone Number, Including
Area Code: (805) 376-9415
_________________________
Former Name or Former Address,
if Changed Since Last Report: Not applicable
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Item 5. Other Events.
On September 18, 1996, DDL Electronics, Inc. issued a press release announcing
its financial results for the fiscal year ended June 30, 1996.
Item 7. Financial Statements and Exhibits.
Exhibit Description
_______ ____________
99.1 Press release dated September 18, 1996
SIGNATURES
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 thereunto duly authorized.
DDL ELECTRONICS, INC.
September 24, 1996 /s/ Richard K. Vitelle
_________________________________ ___________________________________
Date Richard K. Vitelle
Vice President -Finance
(Principal Financial Officer)
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
__________________________
From: DDL ELECTRONICS, INC. Contact: Rick Vitelle
2151 Anchor Court Chief Financial Officer
Newbury Park, California 91320 (805) 376-9415 ext. 142
DDL ELECTRONICS REPORTS FISCAL 1996 RESULTS
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Stockholders' Equity at Highest Level in Nearly Five Years
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NEWBURY PARK, September 18, 1996 -- DDL Electronics, Inc. (NYSE-DDL)
announced results today for its fiscal year and fourth quarter ended June
30, 1996. For fiscal 1996, revenues were $33,136,000, an increase of 60%
over pro forma revenues for fiscal 1995 of $20,760,000. Pro forma results
exclude A.J. Electronics ("A.J.") and Aeroscientific Corp. ("Aero"), which
were sold during fiscal 1995. The increase results from DDL's acquisition
of SMTEK, Inc. in January 1996 and from increased sales at DDL Electronics
Ltd. ("DDL-E"). Net income for fiscal 1996 was $1,598,000 or $0.09 per
share, compared to a net loss of $323,000 or ($0.02) per share for fiscal
1995 (on a pro forma basis excluding A.J. and Aero). Results for each year
include an extraordinary gain of approximately $2.4 million arising from
negotiated debt reductions.
Revenues for the fiscal 1996 fourth quarter were $10,414,000 compared
to $6,903,000 for the fourth quarter of last year. The increase results
from inclusion of SMTEK's operations in DDL's consolidated results in the
latest quarter. In the final quarter of fiscal 1996, DDL incurred a net
loss of $1,089,000 or ($0.05) per share, compared to a net loss of
$1,816,000 or ($0.11) per share in last year's fourth quarter. The loss in
the fiscal 1996 fourth quarter results primarily from goodwill amortization
and interest expense associated with the debt issued to finance the SMTEK
acquisition.
In commenting on progress in the latest year, Gregory L. Horton,
President and CEO, stated: "DDL's balance sheet was strengthened
considerably during fiscal 1996. We finished the year with over $5 million
of stockholders' equity, the highest amount in nearly five years. Our
efforts are now directed toward increasing revenues and profitability by
aggressively marketing our existing manufacturing capacity in the U.S. and
Europe, and by acquiring additional companies to expand our presence in the
electronic manufacturing services industry."
Commenting on his outlook for the current year, Mr. Horton said:
"Bookings and bidding activity have improved dramatically in the first two
months of fiscal 1997. At the end of August, DDL's operating units had
total backlog in excess of $22 million, which bodes well for improved
operating performance in fiscal 1997. SMTEK just booked a $5.8 million
order, and is on track to achieve record revenues this year. SMTEK will be
included in DDL's consolidated results for all of fiscal 1997, compared to
only the second half of fiscal 1996. DDL-E, the Company's contract assembly
operation in the U.K., is making strong progress toward achieving its fiscal
1997 revenue target of $20 million, which would be a 50% increase over its
fiscal 1996 revenues. Also encouraging is the fact that the European PCB
industry is emerging from a five month downturn. Irlandus Circuits
weathered this storm fairly well, and is well positioned to benefit from the
expected upturn."
Irlandus recently initiated a program of targeted process
improvements to further strengthen its technological capability and to
reduce operating costs. Management expects that the bulk of the planned
capital expenditures under this program will be funded by finance leases.
DDL Electronics, Inc., headquartered in Newbury Park, California,
provides customized, integrated electronic manufacturing services to
original equipment manufacturers (OEMs) in the computer, telecommunications,
instrumentation, medical, industrial and aerospace industries.
The foregoing statements that refer to the Company's forecasts and
anticipated future plans are forward looking and reflect the Company's
current expectations. Such statements involve various risks and
uncertainties that could cause actual results to differ materially from
those forecast in the statements. Factors that might cause such differences
would include, without limitation, the factors described as "Risk Factors"
in the Company's Registration Statement on Form S-3 on file with the
Securities and Exchange Commission.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share amounts)
Three months
ended June 30, Year ended June 30,
--------------- ----------------------------
(Unaudited) Pro forma
1996 1995 1996 1995 1995 (A)
------ ------ ------ ------ ------
Revenues $ 10,414 $ 6,903 $ 33,136 $ 29,576 $ 20,760
Costs and expenses:
Cost of goods sold 9,509 5,887 29,494 26,516 17,924
Administrative and
selling 1,238 2,351 4,175 6,497 5,062
Goodwill amortization 317 - 634 - -
Restructuring charges - 360 - 1,533(B) -
11,064 8,598 34,303 34,546 22,986
Operating loss (650) (1,695) (1,167) (4,970) (2,226)
Gain (loss) on sale
of assets - (57) - 3,317(C) -
Interest expense (518) (116) (1,192) (883) (708)
Other income, net 79 52 491 170 170
Loss before income taxes (1,089) (1,816) (1,868) (2,366) (2,764)
Income tax benefit - - 1,110(D) - -
Loss before extraordinary
item (1,089) (1,816) (758) (2,366) (2,764)
Extraordinary item - - 2,356(E) 2,441(F) 2,441
Net income (loss) $ (1,089) $ (1,816) $ 1,598 $ 75 $ (323)
Earnings (loss) per share:
Income (loss) before
extraordinary item $(0.05) $(0.11) $(0.04) $(0.15) $(0.17)
Extraordinary item - - 0.13 0.15 0.15
$(0.05) $(0.11) $0.09 $ - $(0.02)
Average shares (in 000s) 22,194 16,523 18,807 15,971 15,971
(A) Pro forma results are presented to show continuing operations
excluding Aeroscientific Corp. and A.J. Electronics, which were
disposed of during the first half of fiscal year ended June 30, 1995.
(B) Represents liquidation and disposal costs for A.J. Electronics.
(C) Represents a gain on the sale of Aeroscientific Corp.'s assets in
December 1994.
(D) Represents tax refunds received for the carryback of net operating
losses.
(E) Represents an extraordinary gain for the negotiated reduction of
obligations under several consulting and deferred fee arrangements
with former officers, key employees and directors of the Company.
(F) Represents an extraordinary gain realized on the extinguishment of
a bank loan.
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
June 30, June 30,
1996 1995
------ ------
Current assets:
Cash and cash equivalents $ 2,519 $ 2,917
Accounts receivable 5,670 3,600
Costs and estimated earnings
in excess of billings on
uncompleted contracts 2,976 -
Inventories 4,014 2,188
Prepaid expenses and deposits 314 171
Total current assets 15,493 8,876
Property, plant and equipment,
net 5,917 3,309
Goodwill 5,708 -
Other assets 969 405
$ 28,087 $ 12,590
Current liabilities:
Current portion of
long-term debt $ 603 $ 633
Accounts payable 7,484 5,283
Other current liabilities 3,892 2,988
Total current liabilities 11,979 8,904
Long-term debt 10,935 7,030
Stockholders' equity (deficit) 5,173 (3,344)
$ 28,087 $ 12,590
