<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997
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 0-13601
DURAKON INDUSTRIES, INC.
Incorporated under the IRS Employer ID No.:
laws of Michigan 38-2492342
2101 N. Lapeer Road
Lapeer, Michigan 48446
(810) 664-0850
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:
Common Stock, without par value; as of November 14, 1997: 6,245,292
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<PAGE> 2
DURAKON INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C>
PART I Financial Information
Condensed consolidated balance sheets - September 30, 1997 and
December 31, 1996. 3-4
Condensed consolidated statements of operations - three months and
nine months ended September 30, 1997 and 1996. 5
Condensed consolidated statements of cash flows - nine months ended
September 30, 1997 and 1996. 6
Notes to condensed consolidated financial statements. 7-8
Management's discussion and analysis of financial condition and
results of operations. 9-13
PART II Other Information.
Item 6(b) Exhibits and Reports on Form 8-K. 13
Signatures 14
</TABLE>
<PAGE> 3
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, December 31,
($ in 000's) 1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $2,790 $8,597
Accounts receivable, less allowances of $952 and $637 20,113 20,175
Inventories:
Raw materials and work in process 7,690 8,722
Finished goods 10,794 9,705
------------- ------------
Total inventories 18,484 18,427
Prepaid expenses and other 1,951 2,005
Deferred income taxes 2,168 2,245
------------- ------------
Total current assets 45,506 51,449
Property, plant and equipment, net 22,491 20,754
Goodwill 10,770 11,278
Patents, net 304 406
Other assets 67 192
------------- ------------
$79,138 $84,079
============= ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 4
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
($ in 000's) 1997 1996
------------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $182 $251
Accounts payable 9,084 9,940
Other current liabilities 6,353 6,108
------------- ------------
Total current liabilities 15,619 16,299
Long-term debt 747 795
Deferred income taxes 982 1,050
Minority interest 587 175
------------- ------------
Total liabilities 17,935 18,319
------------- ------------
Shareholders' equity:
Preferred stock, $1 par value - 100,000 shares
authorized; none issued --- ---
Common stock, without par value - 15,000,000 shares
authorized; 6,245,292 and 6,565,292 shares issued and
outstanding 17,244 21,820
Accumulated translation adjustment (283) (289)
Retained earnings 44,242 44,229
------------- ------------
Total shareholders' equity 61,203 65,760
------------- ------------
$79,138 $84,079
============= ============
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 5
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
($ in 000's, except SEPTEMBER 30, SEPTEMBER 30,
per share amounts) ------------------- --------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $132,023 $139,578 $45,209 $46,253
Cost of products sold 109,660 108,724 38,467 37,013
-------- -------- ------- -------
Gross profit 22,363 30,854 6,742 9,240
Selling, general and
administrative expenses 22,235 20,451 7,632 6,508
-------- -------- ------- -------
Operating income/(loss) 128 10,403 (890) 2,732
Interest income, net 44 519 2 324
Other (expense), net (175) (64) (112) (19)
-------- -------- ------- -------
Income/(loss) before
income taxes (3) 10,858 (1,000) 3,037
Provision for income
taxes/(benefit) (16) 4,031 (366) 1,105
-------- -------- ------- -------
Net income/(loss) $13 $6,827 ($634) $1,932
======== ======== ======= =======
Net income/(loss) per share
of common stock $0.00 $1.03 ($0.10) $0.29
======== ======== ======= =======
Weighted average
shares (in 000's) 6,304 6,641 6,287 6,671
======== ======== ======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 6
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $13 $6,827
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,581 4,937
Loss on sale of property, plant and equipment 33 --
Net Increase in other assets 125 31
Net Increase in deferred income taxes 273 341
Increase (decrease) due to changes in operating assets and liabilities:
Accounts receivable 62 (4,101)
Inventories (57) (4,563)
Prepaid expenses and other current assets 54 (641)
Accounts payable (856) 1,867
Accrued expenses and other current liabilities 245 (1,036)
-------- --------
Net cash provided by operating activities 3,473 3,662
-------- --------
Cash flows from investing activities:
Purchases of property, plant and equipment (4,743) (3,606)
Proceeds from sale of property, plant and equipment 2 150
-------- --------
Net cash used in investing activities (4,741) (3,456)
Cash flows from financing activities:
Repayment of long-term debt (117) (1,756)
Increase in minority interest, net 412 88
Retirement of common stock (5,200) --
Cash proceeds from exercise of stock options 360 146
-------- --------
Net cash used in financing activities (4,545) (1,522)
-------- --------
Effect of exchange rate changes on cash 6 11
-------- --------
Cash and cash equivalents:
Decrease for the period (5,807) (1,305)
Balance, beginning of period 8,597 12,757
-------- --------
Balance, end of period $2,790 $11,452
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 7
DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The unaudited condensed consolidated financial statements and related
notes should be read in conjunction with the annual consolidated financial
statements and notes thereto. Results of operations for interim periods should
not be considered as indicative of results to be expected for a full year.
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to present
fairly the Company's financial position as of September 30, 1997, and the
results of operations and cash flows for the three and nine month periods ended
September 30, 1997 and 1996.
Note 2
The Company is contingently liable under the terms of agreements covering
certain of its customers' financing arrangements. The agreements provide for
the repurchase of products sold to customers in the event of default by the
customer to the financing company. The contingent liability under these
agreements was approximately $7.4 million at September 30, 1997.
Note 3
In February 1997, the FASB issued SFAS 128, "Earning Per Share." SFAS 128
supersedes APB 15, "Earnings Per Share," and simplifies the computation of
earnings per share ("EPS") by replacing the "primary" EPS requirements of APB
15 with a "basic" EPS computation based upon weighted average shares
outstanding. The new standard requires a dual presentation of basic and
diluted EPS. Diluted EPS is similar to "fully diluted" EPS required under APB
15. The Company will adopt the provisions of this statement, as required, for
the year ended December 31, 1997. The impact of the adoption of this statement
is not expected to be material.
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<PAGE> 8
Note 3 continued
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income"
and SFAS 131, "Disclosures about Segments of an Enterprise and Related
Information." The Company will adopt the provisions of both these statements,
as required, for the year ended December 31, 1998. At this time, the Company
is evaluating the effects these statements will have on its financial reporting
and disclosures. The statements will have no impact on the Company's results
of operations, financial positions or cash flows.
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DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain factors
which have affected the Company's financial position and operating results
during the periods included in the accompanying condensed consolidated
financial statements.
Results of Operations ($ in 000's)
Net Sales
Net sales for the third quarter declined $1,044 or 2% and $7,555 or 5% for
the nine months ended September 30, 1997 compared to the same periods in 1996.
Net sales by business segment were:
<TABLE>
<CAPTION>
($ in 000's) ($ in 000's)
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
% Increase/ % Increase/
1997 1996 (Decrease) 1997 1996 (Decrease)
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $23,001 $21,176 9% $69,365 $ 65,700 6%
Towing & Recovery 22,208 25,077 (11%) 62,658 73,878 (15%)
------- ------- ----- -------- -------- -----
Total $45,209 $46,253 ( 2%) $132,023 $139,578 ( 5%)
======= ======= ===== ======== ======== =====
</TABLE>
Net sales in the Vehicle Accessories segment increased $1,825 or 9% in the
third quarter and $3,665 or 6% during the first nine months of 1997 compared to
the same periods in 1996. Total bedliner unit volume increased 9% and 8% from
the third quarter and first nine months of 1996, respectively. In the third
quarter of 1997 compared to the same period in 1996, OEM unit volume increased
86% and international unit volume increased 32%; however, aftermarket unit
volume decreased 15%. The substantial increase in OEM unit volume is due to
the new Ford bedliner business that began late in the first quarter of 1997.
Average net selling prices were down 2% in the third quarter and down 4%
year-to-date versus last year due to competition in the aftermarket and changes
in sales mix. The Company modestly raised its aftermarket prices twice, in
1997 in March and again in June.
Net sales in the Towing & Recovery segment decreased $2,869 or 11% in the
third quarter and
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<PAGE> 10
decreased $11,220 or 15% in the first nine months, compared to the respective
periods in 1996. The decrease for the third quarter reflects a 5% decline in
unit sales of equipment and a 17% decline in unit sales of truck chassis. In
the third quarter, average net selling prices on equipment sales improved
approximately 14% compared to 1996 reflecting sales of the higher priced medium
duty models, which were not available in 1996. The decline in sales levels for
both the quarter and nine month periods ended September 30, 1997 versus
corresponding periods in 1996 is primarily attributed to competitive pressures
and softness in demand which the Company believes is a result of the unusually
mild winter of 1996/1997.
Gross Margin
Gross margin for the quarter ending September 30, 1997 was $6,742, down
$2,498 from the same period last year. The consolidated gross margin percent
declined to 15% from 20% in the third quarter of 1996.
<TABLE>
<CAPTION>
($ in 000's) ($ in 000's)
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
1997 1996 % Decrease 1997 1996 % Decrease
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $4,383 $ 5,812 (25%) $15,112 $20,204 (25%)
Towing & Recovery 2,359 3,428 (31%) 7,251 10,650 (32%)
------ ------- ------ ------- ------- -----
Total $6,742 $ 9,240 (27%) $22,363 $30,854 (28%)
====== ======= ====== ======= ======= =====
</TABLE>
In the Vehicle Accessories segment, the gross margin percentage was 19% in
the third quarter and 22% year-to-date versus 27% and 31% for the comparable
periods in 1996. The decrease in gross margin percentage is due in part to
lower net average selling prices. In the third quarter of 1997, the Company
recorded $1.3 million in inventory adjustments in its vehicle accessories
segment, after taking a complete physical inventory at each location.
In the Towing & Recovery segment, the gross margin for the third quarter
was $2,359, down $1,069 or 31% from the same period in 1996. For the nine
months ended September 30, 1997 the gross margin was $7,251, down $3,399 or 32%
from the corresponding period in 1996. As a percentage of net sales, the
gross margin for the nine months ending September 30, 1997 was 12% compared to
14% for the same period in
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<PAGE> 11
1996. The reduction in margin percentage is attributable to the lower sales
volume.
Selling, General and Administrative Expenses
Selling, general and administrative expenses (SG&A) were $7,632 for the
third quarter of 1997, an increase of 17% from the comparable period in 1996.
As a percentage of net sales, SG&A was 17% in the third quarter ended September
30, 1997 compared to 14% for the same period last year. Year-to-date SG&A were
$22,235, an increase of 9% from the comparable period in 1996.
<TABLE>
<CAPTION>
($ in 000's) ($ in 000's)
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
1997 1996 % Increase 1997 1996 % Increase
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $5,386 $4,596 17% $15,277 $14,448 6%
Towing & Recovery 2,246 1,912 17% 6,958 6,003 16%
------ ------ ------ ------- ------- ---
Total $7,632 $6,508 17% $22,235 $20,451 9%
====== ====== ====== ======= ======= ===
</TABLE>
In the Vehicle Accessories segment, SG&A was $5,386 for the third quarter,
an increase of $790 or 17% from the same period in 1996. As a percentage of
net sales, SG&A was 23% in the third quarter ended September 30, 1997 compared
to 22% during the corresponding quarter in 1996. The increase in SG&A in the
Vehicle Accessories segment is primarily due to legal and professional fees.
The increase in professional fees relates largely to the Company's profit
improvement program, the results of which will not be realized until future
periods.
The SG&A in the Towing & Recovery segment was $2,246 in the third quarter,
an increase of $334 or 17% over the corresponding period in 1996. As a
percentage of net sales, SG&A was 10% in the third quarter ended September 30,
1997 and 8% during the corresponding quarter in 1996. The increase in SG&A in
the Towing & Recovery segment is primarily due to increased promotional
activities.
Operating Income/(Loss)
Operating loss was $890 for the third quarter of 1997, down 133% from the
same period last year.
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<PAGE> 12
<TABLE>
<CAPTION>
($ in 000's) ($ in 000's)
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
1997 1996 % Decrease 1997 1996 % Decrease
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories ($1,003) $1,216 (182%) ($165) $5,756 (97%)
Towing & Recovery 113 1,516 ( 93%) 293 4,647 (94%)
-------- ------ ------- ------ ------- -----
Total ($890) $2,732 (133%) $128 $10,403 (99%)
======== ====== ======= ====== ======= =====
</TABLE>
The operating loss in the Vehicle Accessories segment was $1,003 for the
third quarter, down $2,219 from an operating income of $1,216 in the same
period a year ago. The decrease was due to lower net average selling prices,
inventory adjustments and higher SG&A expenses.
The operating income in the Towing & Recovery segment was $113 for the
third quarter, down $1,403 from an operating income of $1,516 in the same
period a year ago. The decrease is directly attributable to reduced sales
volume and higher SG&A expenses.
For the third quarter of 1997, net interest income was $2 versus $324 for
the third quarter last year. For the nine months ended September 30, 1997 net
interest income was $44 compared to $519 for the same period in 1996. The
decline for the comparable quarter and year-to-date reflects lower average cash
balances.
Net other expense was $112 in the third quarter ended September 30, 1997,
compared to $19 in the same period a year ago. Year-to-date net other expense
was $175 in 1997 compared to $64 in 1996. Net other expense includes
(gain)/loss on disposal of assets, currency translation and minority interest
in the Company's Mexican subsidiary.
The provision for income taxes reflects an effective tax rate of 37%
for the third quarter ended September 30, 1997, compared to 36% for the same
period in 1996. The 1997 effective tax rates for the third quarter and nine
months ended Setember 30, 1997, include provisions for state income taxes, the
statutory rate of 35% for federal income taxes and a lower tax rate for the
Company's international operation.
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<PAGE> 13
LIQUIDITY AND CAPITAL RESOURCES
In the third quarter 1997, cash provided by operating activities totaled
$3,473 compared to $3,662 in the third quarter of 1996. The most significant
utilization of cash in 1997 was the repurchase of $5,200 in common stock during
the first quarter of 1997. The Company has a $20 million unsecured revolving
credit agreement with Comerica Bank, which expires June 30, 2000. Four standby
letters of credit totaling $950 reduced the available borrowing capacity to
$19,050 at September 30, 1997.
PART II - OTHER INFORMATION
Item 6 (b) Exhibits and reports on form 8-K
No reports on form 8-K have been filed during the quarter ended
September 30, 1997.
EXHIBIT INDEX
Exhibit # Description
- ---------- -----------
Exhibit 11 Calculation of earnings per share for the three months and nine
months ended September 30, 1997 and 1996.
Exhibit 27 Financial Data Schedule
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<PAGE> 14
SIGNATURES
Pursuant to the requirement to the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Durakon Industries, Inc.
(Registrant)
Date: November 14, 1997
/s/ David W. Wright
------------------------------
David W. Wright, President and
Chief Executive Officer
/s/ Christine Bazan Kocik
------------------------------
Christine Bazan Kocik
Acting Accounting Officer
- 14 -
<PAGE> 15
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
11 Calculation of earnings per share for the three
months and nine months ended September 30, 1997
and 1996.
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
DURAKON INDUSTRIES, INC.
CALCULATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
NINE MONTHS THREE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net earnings available to
common stockholders $ 13 $6,827 ($634) $1,932
======== ======== ======== ========
PRIMARY
Average number of shares
outstanding 6,258 6,532 6,245 6,555
Add: Dilutive effect of stock
options based upon
treasury stock method 46 109 42 116
-------- -------- -------- --------
Total 6,304 6,641 6,287 6,671
======== ======== ======== ========
Per share amount $0.00 $1.03 ($0.10) $0.29
======== ======== ======== ========
FULLY DILUTED
Average number of shares
outstanding 6,258 6,532 6,245 6,555
Add: Dilutive effect of stock
options based upon
treasury stock method 46 104 42 104
-------- -------- -------- --------
Total 6,304 6,636 6,287 6,659
======== ======== ======== ========
Per share amount $0.00 $1.03 ($0.10) $0.29
======== ======== ======== ========
</TABLE>
Note: This calculation is required by Regulation S-K, Item 601, and is filed as
an exhibit under item 6(b) of Form 10-Q.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 2,790
<SECURITIES> 0
<RECEIVABLES> 21,065
<ALLOWANCES> 952
<INVENTORY> 18,484
<CURRENT-ASSETS> 45,506
<PP&E> 47,756
<DEPRECIATION> 25,265
<TOTAL-ASSETS> 79,138
<CURRENT-LIABILITIES> 15,619
<BONDS> 0
<COMMON> 17,244
0
0
<OTHER-SE> 43,959
<TOTAL-LIABILITY-AND-EQUITY> 79,138
<SALES> 132,023
<TOTAL-REVENUES> 132,023
<CGS> 109,660
<TOTAL-COSTS> 131,895
<OTHER-EXPENSES> 175
<LOSS-PROVISION> 517
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3)
<INCOME-TAX> (16)
<INCOME-CONTINUING> 13
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
