FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3879
DynCorp
(Exact name of registrant as specified in its charter)
Delaware 36-2408747
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Edmund Halley Drive, Reston, VA 20191-3436
(Address of principal executive offices) (Zip Code)
(703) 264-0330
(Registrant's telephone number, including area code)
2000 Edmund Halley Drive, Reston, VA 22091-3436
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date. 8,035,135 shares
of common stock having a par value of $0.10 per share were outstanding at
June 27, 1996.
DYNCORP
INDEX
PART I. FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets -
June 27, 1996 and December 31, 1995
Consolidated Condensed Statements of Operations -
Three and Six Months Ended June 27, 1996 and June 29, 1995
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 27, 1996 and June 29, 1995
Consolidated Statement of Permanent Stockholders' Equity
Notes to Consolidated Condensed Financial Statements
Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Results of Votes of Security Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
Exhibit 11 - Computations of Earnings Per Common Share
PART I. FINANCIAL INFORMATION
DYNCORP AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 27, 1996 AND DECEMBER 31, 1995
(Dollars in Thousands)
June 27,
1996 December 31,
Unaudited 1995
Assets
Current Assets:
Cash and short-term investments $ 5,689 $ 31,151
Accounts receivable and contracts in process (Note 3) 187,131 179,706
Inventories of purchased products and supplies,
at lower of cost (first-in, first-out) or market 1,111 1,383
Other current assets 8,536 8,095
Total current assets 202,467 220,335
Property and Equipment (net of accumulated depreciation
and amortization of $24,871 in 1996 and $22,600
in 1995) 19,608 19,028
Intangible Assets (net of accumulated amortization
of $40,645 in 1996 and $39,598 in 1995) (Note 4) 51,144 50,689
Other Assets (Notes 3 and 11) 84,429 85,438
Total Assets $357,648 $375,490
See accompanying notes to consolidated condensed financial statements.
DYNCORP AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 27, 1996 AND DECEMBER 31, 1995
(Dollars in Thousands Except Per Share Amounts)
June 27,
1996 December 31,
Unaudited 1995
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable and current portion of long-term
debt (Note 10) $ 5,932 $ 1,260
Accounts payable 29,503 38,007
Advances on contracts in process 2,560 4,814
Accrued liabilities 97,269 111,526
Total current liabilities 135,264 155,607
Long-Term Debt 103,815 104,112
Other Liabilities and Deferred Credits (Note 11) 89,764 89,909
Contingencies and Litigation (Note 11) - -
Temporary Equity:
Redeemable Common Stock -
ESOP Shares, 3,520,034 shares issued at $20.85
and 2,611,779 at $16.75 in 1996 and 3,535,192
at $18.10 and 2,516,802 at $14.50 in 1995,
subject to restrictions 117,140 100,481
Management Investors, 21,287 shares issued at $109.64,
256,196 at $18.10 and 1,804,595 at $14.50 in 1995,
subject to restrictions (Note 5) - 33,138
Other, 125,714 shares issued at $20.85 and $18.10 in
1996 and 1995, respectively 2,621 2,275
Permanent Stockholders' Equity:
Preferred Stock, Class C 18% cumulative, convertible,
$24.25 liquidation value (liquidation value including
unrecorded dividends is $12,955 in 1996 and $11,863
in 1995), 123,711 shares authorized, issued and
outstanding (Note 2) 3,000 3,000
Common Stock, par value ten cents per share, authorized
20,000,000 shares; issued 3,297,380 shares in 1996
and 1,588,587 shares in 1995 (Note 5) 330 159
Common Stock Warrants 11,242 11,305
Paid-in Surplus 148,200 148,202
Reclassification to temporary equity for redemption
value greater than par value (Note 5) (119,135) (135,223)
Deficit (109,229) (115,888)
Common Stock Held in Treasury, at cost; 1,519,802 shares
and 173,988 warrants in 1996 and 1,235,509 shares and
173,988 warrants in 1995 (25,364) (21,084)
Unearned ESOP Shares - (503)
Total Liabilities and Stockholders' Equity $357,648 $375,490
See accompanying notes to consolidated condensed financial statements.
<TABLE>
DYNCORP AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
UNAUDITED
<CAPTION>
Three Months Ended Six Months Ended
June 27, June 29, June 27, June 29,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Revenues:
Information and Engineering Technology $ 66,488 $ 70,269 $137,502 $130,863
Aerospace Technology 93,850 75,519 179,378 151,630
Enterprise Management 89,292 64,152 174,476 139,083
Total revenues 249,630 209,940 491,356 421,576
Costs and expenses:
Cost of services 236,023 200,124 467,162 403,945
Selling and corporate administrative 4,352 4,968 8,812 9,308
Interest income (362) (1,077) (976) (1,913)
Interest expense 2,516 4,041 5,096 8,518
Other 209 362 633 997
Total costs and expenses 242,738 208,418 480,727 420,855
Earnings from continuing operations before income
taxes, minority interest and extraordinary item 6,892 1,522 10,629 721
Provision for income taxes (Note 6) 3,013 573 4,213 545
Earnings from continuing operations before minority
interest and extraordinary item 3,879 949 6,416 176
Minority interest 326 355 622 657
Earnings (loss) from continuing operations before
extraordinary item 3,553 594 5,794 (481)
Earnings (loss) from discontinued operations,
net of income taxes (Note 7) 865 80 865 (267)
Earnings (loss) before extraordinary item 4,418 674 6,659 (748)
Extraordinary loss from early extinguishment of
debt, net of tax benefit of $89 - - - (127)
Net earnings (loss) $ 4,418 $ 674 $ 6,659 $ (875)
Preferred Class C dividends not declared or
recorded (Note 2) (558) (468) (1,092) (915)
Common stockholders' share of earnings (loss) $ 3,860 $ 206 $ 5,567 $ (1,790)
Weighted average number of common shares outstanding
and dilutive common stock equivalents (Note 8):
Primary and fully diluted 11,676,927 11,750,803 11,740,392 8,246,421
Earnings (loss) per common share - primary and fully diluted:
Continuing operations before extraordinary item$ 0.26 $ 0.01 $ 0.40 $ (0.17)
Discontinued operations 0.07 0.01 0.07 (0.03)
Extraordinary item - - - (0.02)
Common stockholders' share of earnings (loss) $ 0.33 $ 0.02 $ 0.47 $ (0.22)
See accompanying notes to consolidated condensed financial statements.
</TABLE>
DYNCORP AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
Unaudited
Six Months Ended
June 27, June 29,
1996 1995
Cash Flows from Operating Activities:
Net earnings (loss) $ 6,659 $ (875)
Adjustments to reconcile net loss from operations
to net cash provided (used):
Depreciation and amortization 4,079 5,427
(Gain) loss from discontinued operations (865) 267
Payment of income taxes on gain on sale of discontinued
operations (13,990) -
Loss on repurchase of debentures - 216
Other (469) (721)
Changes in current assets and liabilities, net of acquisitions:
(Increase) decrease in current assets except
cash, short-term investments and notes receivable (6,389) 12,761
Increase (decrease) in current liabilities except notes
payable and current portion of long-term debt (11,561) (12,264)
Cash (used) provided by continuing operations (22,536) 4,811
Cash used by discontinued operations - (1,028)
Cash (used) provided by operating activities (22,536) 3,783
Cash Flows from Investing Activities:
Sale of property and equipment 360 16,003
Purchase of property and equipment (2,908) (1,889)
Assets and liabilities of acquired business (excluding
cash acquired) (Note 4) (1,805) -
Decrease (increase) in cash on deposit for letters of
credit 2,584 (2,353)
(Increase) decrease in investment in unconsolidated
subsidiaries (300) 56
Investment activities of discontinued operations - 17,726
Other (189) (324)
Cash (used) provided by investing activities (2,258) 29,219
Cash Flows from Financing Activities:
Treasury stock purchased (4,271) (1,499)
Payment on indebtedness (625) (19,780)
Stock released to Employee Stock Ownership Plan (Note 9) 503 8,500
Repurchase of debentures - (3,422)
Borrowings under line of credit (Note 10) 5,000 -
Deferred financing expenses (Note 10) (1,281) -
Financing activities of discontinued operations - (919)
Other 6 (29)
Cash used from financing activities (668) (17,149)
Net Increase (Decrease) in Cash and Short-term Investments (25,462) 15,853
Cash and Short-term Investments at Beginning of the Period 31,151 7,738
Cash and Short-term Investments at End of the Period $ 5,689 $ 23,591
Supplemental Cash Flow Information:
Cash paid for income taxes $ 16,981 $ 1,497
Cash paid for interest $ 4,810 $ 7,611
See accompanying notes to consolidated condensed financial statements.
<TABLE>
DYNCORP AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF PERMANENT STOCKHOLDERS' EQUITY
(Dollars in thousands)
UNAUDITED
<CAPTION>
Reclassification
to Temporary
Equity for
Redemption
Common Value Greater Unearned
Preferred Common Stock Paid-in than Treasury ESOP
Stock Stock Warrants Surplus Par Value Deficit Stock Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 $ 3,000 $ 159 $11,305 $148,202 $(135,223) $(115,888) $(21,084) $ (503)
Stock issued under
Restricted Stock Plan
and accrued compensation 39 (39)
Treasury stock purchases 28 (107) 4,244 (4,280)
Warrants exercised (63) 66
Payment received on ESOP note 503
Net earnings 6,659
Reclassification to
Permanent Equity (Note 5) 143 28,814
Adjustment of shares
to fair value (16,931)
Balance, June 27, 1996 $ 3,000 $ 330 $11,242 $148,200 $(119,135) $(109,229) $(25,364) $ -
</TABLE>
DYNCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
UNAUDITED
1. The unaudited consolidated condensed financial statements included herein
have been prepared by the Company pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and the
notes thereto included in the Company's latest annual report on Form 10-
K/A. In the opinion of the Company, the unaudited consolidated condensed
financial statements included herein reflect all adjustments necessary to
present fairly the financial position, the results of operations and the
cash flows for such interim periods. The results of operations for such
interim periods are not necessarily indicative of the results for the full
year.
2. At June 27, 1996, $9,955,000 of Class C Preferred Stock cumulative
dividends have not been declared or recorded.
3. At June 27, 1996, $126,076,000 of accounts receivable are restricted as
collateral for the Contract Receivable Collateralized Notes, Series 1992-1.
Additionally, $3,000,000 of cash is restricted as collateral for the Notes
and $3,660,000 is restricted as collateral for letters of credit required
for certain contracts, most with terms of from three to five years. This
restricted cash has been included in Other Assets on the balance sheet at
June 27, 1996.
Accounts receivable are net of an allowance for doubtful accounts of $8,800
in 1996 and 1995.
4. On June 24, 1996, the Company acquired all the outstanding stock of Data
Management Design, Inc. (DMDI) for $2,400,000. DMDI provides automated
workflow and image processing solutions to federal agencies and the private
sector. The acquisition has been accounted for as a purchase and
$1,500,000 of goodwill, which will be amortized over 15 years, has been
recorded based on the initial allocation of the purchase price.
5. In May, 1996, the Securities and Exchange Commission approved the
registration of approximately 11,969,000 shares of the Company's common
stock (most of which had been previously issued) for trading on an internal
market and contribution to various employee benefit plans. Trading on the
internal market commenced in June, 1996. Under the terms of the
Stockholders' Agreement, upon the establishment of an internal market, the
Company's obligation to repurchase any outstanding management or restricted
stock shares ceases. Therefore, the management investor shares have been
reclassified from Temporary Equity (at the redemption value) to Permanent
Equity (at par value) as of June 27, 1996.
6. The provision for income taxes for the quarter and first half of 1996 is
based on an estimated annual effective rate, excluding expenses not
deductible for income tax purposes. The provision for the second quarter
and first half of 1995 was computed on the same basis.
The income tax provision or benefit for the items shown net of tax (i.e.,
discontinued operations and extraordinary item) is calculated in the same
manner as that of continuing operations.
7. During 1995, the Company sold all its subsidiaries engaged in commercial
aircraft maintenance and ground handling activities, i.e., the Commercial
Aviation Business. At December 31, 1995, certain contingencies existed
regarding the final sales prices of the maintenance business and the ground
handling business. During the first half of 1996, the Company recorded a
gain of $1,442,000, net of income taxes of $577,000, related to the
resolution of some of these outstanding issues as well as the adjustment of
other estimated reserves recorded at disposition.
8. The weighted average number of common shares outstanding includes issued
shares or shares issuable under the Restricted Stock Plan, less shares held
in treasury and any unallocated ESOP shares. Unexercised warrants and
stock options have been included as share equivalents using the treasury
stock method for those periods in which the Company reported net earnings;
however, they have been excluded from the computation of loss per share in
those periods in which the Company reported losses, as their inclusion
would be antidilutive.
9. During the six months ended June 27,1996, the Company contributed $6,950,000
in cash to the Employee Stock Ownership Plan (the ESOP). The ESOP
has thus far expended $1,441,000 of the aforementioned contribution to
purchase approximately 96,000 shares of the Company's common stock through
the newly established internal market (see Note 5) and to acquire shares put
for redemption by retired and terminated participants. It is the Company's
intention for the ESOP to completely satisfy its future stock purchase
requirements by way of the internal market and shares put by retired and
terminated participants and not through the issue of new shares by the
Company.
Additionally, in March, 1996, the ESOP paid the balance of the note
outstanding at December 31, 1995, plus accrued interest. Upon payment of
the note, 33,764 shares of common stock were released to the ESOP.
10. In March 1996, the Company amended and restated its existing $20,000,000
line of credit with Citicorp North America, Inc. to provide for a
$50,000,000 revolving credit facility which will provide funds for
acquisitions, working capital and capital expenditures. The facility
matures in four years, with no payments required until the end of the
second year. The credit agreement contains the customary restrictive
covenants for such a loan; management does not believe that any of the
covenants will be unduly restrictive. As of June 27, 1996, the Company
had incurred $1,281,000 of deferred debt expense related to the amended
credit facility, which will be amortized over four years.
At June 27, 1996, $5,000,000 of this credit facility had been utilized and
is included in current notes payable on the balance sheet.
11. The Company and its subsidiaries and affiliates are involved in various
claims and lawsuits, including contract disputes and claims based on
allegations of negligence and other tortious conduct. The Company is
also potentially liable for certain personal injury, tax, environmental
and contract dispute issues related to the prior operations of divested
businesses. In most cases, the Company and its subsidiaries have
denied, or believe they have a basis to deny liability, and in some
cases have offsetting claims against the plaintiffs, third parties or
insurance carriers. The amount of possible damages currently claimed by
the various plaintiffs for these items, a portion of which is expected
to be covered by insurance, aggregates approximately $112,000,000
(including compensatory and possible punitive damages and penalties).
This amount includes estimates for claims which have been filed without
specified dollar amounts or for amounts which are in excess of
recoveries customarily associated with the stated causes of action; it
does not include any estimate for claims which may have been incurred
but which have not yet been filed. The Company has recorded such
damages and penalties that are considered to be probable recoveries
against the Company or its subsidiaries. These issues are described in
the Company's latest report on Form 10-K/A. In management's opinion,
there has been no material changes on the status of these issues since
December 31, 1995.
The Company has recorded its best estimate of the aggregate liability that
will result from these matters. While it is not possible to predict with
certainty the outcome of litigation, it is the opinion of the Company's
management, based in part upon opinions of counsel, insurance in force and
the facts currently known, that liabilities in excess of those recorded, if
any, arising from such matters would not have a material adverse effect on
the results of operations, consolidated financial position or liquidity of
the Company over the long-term. However, it is possible that the timing of
the resolution of individual issues could result in a significant impact on
the operating results and/or liquidity for an individual future reporting
period.
The major portion of the Company's business involves contracting with
departments and agencies of, and prime contractors to, the U.S. Government,
and such contracts are subject to possible termination for the convenience
of the government and to audit and possible adjustment to give effect to
unallowable costs under cost-type contracts or to other regulatory
requirements affecting both cost-type and fixed-price contracts. In
addition, the Company is occasionally the subject of investigations by the
Department of Justice and other investigative organizations, resulting from
employee and other allegations regarding business practices. In
management's opinion, there are no outstanding issues of this nature at
June 27, 1996 that will have a material adverse effect on the Company's
consolidated financial position, results of operations or liquidity.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of financial condition and results of operations
should be read in conjunction with the 1995 Form 10-K/A filed on May 10, 1996.
Working capital at June 27, 1996 was $67.2 million compared to $64.7 million at
December 31, 1995, an increase of $2.5 million.
At June 27, 1996, $126.1 million of accounts receivable are restricted as
collateral for the Contract Receivable Collateralized Notes.
At June 27, 1996, the Company had $45 million available under its revolving
credit facility of $50 million.
Cash used by continuing operations was $22.5 million in the first half of 1996
as compared to cash provided of $4.8 million in the first half of 1995.
Excluding the payment of federal and state income taxes related to the gain on
the sale of discontinued operations, operations used cash of $8.5 million in
1996 compared to providing cash of $3.8 million in 1995. This decrease was
caused primarily by increased revenues which required additional working capital
and payments for stock repurchases that were accrued at December 31, 1995.
Cash used by investing activities was $2.3 million in the first half of 1996 as
compared to cash provided of $29.2 million in 1995. In 1996, the acquisition
of a business and the purchase of property and equipment amounted to $4.7
million which was partially offset by a decrease in the amount of cash required
to be on deposit for letters of credit. The $29.2 million of cash provided in
1995 was principally due to the sale/leaseback of the Corporate headquarters
building and the refinancing of equipment associated with discontinued
operations.
Financing activities used cash of $.7 million in the first half of 1996
compared to $17.1 million in the comparable period of 1995. In 1996,
borrowings under the revolving credit facility of $5 million was more than
offset by the repurchase of common stock and the cost of financing expenses in
connection with amending the revolving credit facility. The $17.1 million of
cash used in 1995 was principally for the payment of debt and repurchase of the
Company's 16% Junior Subordinated Debentures.
At June 27, 1996, backlog (including option years on government contracts) was
$2.808 billion compared to $2.887 billion at December 31, 1995.
Results of Operations
Revenues for the second quarter and first half of 1996 were $249.6 million and
$491.4 million, up $39.7 million and $69.8 million over comparable periods in
1995. Information and Engineering Technology's (I&ET) 1996 second quarter
revenues were down $3.8 million while first half revenues were up $6.6 million.
Aerospace Technology's (AT) 1996 second quarter and first half revenues were up
$18.3 million and $27.7 million, respectively, and Enterprise Management's (EM)
revenues were up $25.1 million and $35.4 million for the 1996 second quarter
and first half, respectively. In I&ET, new contract awards were generally
offset by decreased level of effort and loss or completion of other contracts
and during the second quarter of 1996 a large contract with the Postal
Department was completed and not recompeted or otherwise replaced which also
contributed to the decrease in revenue in the second quarter. However, several
new government contracts were awarded to I&ET that contain significant
Indefinite Quantity (IDIQ) criteria for awarding work under the contracts. These
new IDIQ contracts did not contribute any significant revenue in the first half
of 1996, i.e. did not offset the completed Postal Department contracts, but they
do have the potential for significant future increases in revenue. The
increase in AT's 1996 revenues for both periods was primarily the result of
increased level of effort on existing contracts and new contract awards
for support of the Bosnia peace keeping activities. The increase in EM's 1996
revenues for both periods was primarily the result of significant new contract
awards in the third and fourth quarters of 1995, which was offset partially by
contracts completed or lost.
On August 8, 1996, the Company received notification of award of a contract
from Fluor Daniel to provide the Department of Energy with infrastructure
support and clean-up services at a former nuclear weapons
facility in Hanford, Washington. The estimated revenues to the
Company over the five year term of the subcontract, including option years,
are $565 million. The impact of this contract award has been factored into
the determination of the fair market value of the common stock at June 27, 1996.
The contract is scheduled for implementation on October 1, 1996. Under
the procurment regulations, other bidders on the Hanford contract have
the right to protest the award of the contract. The Company is unable to
predict if this will occur, and, if the award is protested, the outcome of the
action.
Cost of Services/Gross Margins
Cost of services for the second quarter of 1996 was 94.5% of revenue compared
to 95.3% for the same period in 1995, and for the first half of 1996, cost of
services was 95.1% compared to 95.8% in 1995. This resulted in gross margins
of $13.6 million (5.5%) for the second quarter of 1996 compared to $9.8 million
(4.7%) for the second quarter of 1995 and $24.2 million (4.9%) and $17.6
million (4.2%) for the first half of 1996 and 1995, respectively. The same
factors which contributed to the variances in revenue affected the gross
margins. In addition, greater absorption of overhead costs resulting from the
increased revenues and improved contract performance and efficiency on some
contracts which were under-performing in 1995 also contributed to the improved
gross margins for both 1996 periods.
Selling and corporate administrative expense for the second quarter of 1996 was
down to 1.7% of revenue compared to 2.4% for the second quarter of 1995. For
the first half of 1996, selling and corporate administrative expense also
declined to 1.8% from 2.2% in 1995. This decrease in selling and corporate
administrative expense as a percentage of revenue was due primarily to the
increase in revenues, although there was also a decline in the overall 1996
amounts as a result of reduced bid and proposal expense and savings realized
from restructuring actions.
Interest income in the second quarter and first half of 1996 was down from the
comparable periods in 1995 primarily because of cessation of interest accruals
on the 17% Cummings Point Industries, Inc. note receivable which was paid in
August 1995.
Interest expense in the second quarter and first half of 1996 was down from the
comparable periods in 1995 primarily because of the retirement in 1995 of all
the 16% Junior Subordinated Debentures. Also contributing to the decline in
interest expense for the first half of 1996 was the sale and leaseback of the
Company's headquarters in February 1995, eliminating the mortgage and
associated interest expense.
Other expense consists of the following major items (in thousands):
Three Months Ended Six Months Ended
June 27, June 29, June 27, June 29,
1996 1995 1996 1995
Amortization of costs in excess
of net assets acquired $ 377 $ 456 $755 $912
Provision for nonrecovery of
receivables - - 106 -
Equity in unconsolidated subsidiaries (75) (34) (217) (35)
Miscellaneous (93) (60) (11) 120
$ 209 $ 362 $633 $997
The 1996 and 1995 second quarter and first half income tax provision is based
on an estimated annual effective rate, excluding expenses not deductible for
income tax purposes.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
This item is incorporated herein by reference to Note 11 to the Consolidated
Condensed Financial Statements included elsewhere in this quarterly Report on
Form 10-Q.
ITEM 4. Results of Votes of Security Holders
An annual meeting of the Company's stockholders was held June 24, 1996. The
sole item presented was the election of directors, and two current directors
were reelected to three-year terms as Class II directors. The voting results
are set forth below.
Nominee Votes for Withheld
Herbert S. Winokur, Jr. 7,199,837 454,851
Russell E. Dougherty 7,153,847 500,841
The following directors continued in office: Dan R. Bannister, T. Eugene
Blanchard, Paul V. Lombardi, Dudley C. Mecum II, and David L. Reichardt.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11 - Computations of Earnings Per Common Share
(b) Reports on Form 8-K
None filed.
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.
DYNCORP
Date: August 12, 1996 T. E. Blanchard
T. E. Blanchard
Senior Vice President
and Chief Financial Officer
Date: August 12, 1996 G. A. Dunn
G. A. Dunn
Vice President and Controller
<TABLE>
DYNCORP AND SUBSIDIARIES
COMPUTATIONS OF EARNINGS PER COMMON SHARE
(Dollars in Thousands Except Per Share Amounts)
Three Months Ended Six Months Ended
June 27, June 29, June 27, June 29,
PRIMARY AND FULLY DILUTED (1) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Earnings:
Earnings (loss) from continuing operations
before extraordinary item $ 3,553 $ 594 $ 5,794 $ (481)
Discontinued operations 865 80 865 (267)
Extraordinary item - - - (127)
Net earnings (loss) 4,418 674 6,659 (875)
Preferred stock Class C dividends not declared
or recorded (558) (468) (1,092) (915)
Common stockholders' share of earnings (loss) $ 3,860 $ 206 $ 5,567 $ (1,790)
Shares:
Weighted average common shares outstanding 8,427,168 8,410,311 8,483,667 8,246,421
Common stock issuable upon exercise of warrants 3,247,372 3,340,492 3,254,338 -
Common stock issuable upon exercise of
stock options 2,387 - 2,387 -
11,676,927 11,750,803 11,740,392 8,246,421
Earnings (loss) from continuing operations
before extraordinary item $ 0.26 $ 0.01 $ 0.40 $ (0.17)
Discontinued operations 0.07 0.01 0.07 (0.03)
Extraordinary item - - - (0.02)
Common stockholders' share of earnings (loss) $ 0.33 $ 0.02 $ 0.47 $ (0.22)
(1) The Class C Preferred stock is considered antidilutive and therefore has not been included
in the calculation of earnings per share.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FIRST QUARTER 10 - Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH 10 - Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-27-1996
<CASH> 5,689
<SECURITIES> 0
<RECEIVABLES> 187,140
<ALLOWANCES> 9
<INVENTORY> 1,111
<CURRENT-ASSETS> 202,467
<PP&E> 44,479
<DEPRECIATION> 24,871
<TOTAL-ASSETS> 357,648
<CURRENT-LIABILITIES> 135,264
<BONDS> 103,815
0
3,000
<COMMON> 330
<OTHER-SE> (82,606)
<TOTAL-LIABILITY-AND-EQUITY> 357,648
<SALES> 491,356
<TOTAL-REVENUES> 491,356
<CGS> 0
<TOTAL-COSTS> 467,162
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,096
<INCOME-PRETAX> 10,629
<INCOME-TAX> 4,213
<INCOME-CONTINUING> 5,794
<DISCONTINUED> (865)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,659
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.47
</TABLE>
