<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 June 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 July 31, 1997: 6,245,292
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<PAGE> 2
DURAKON INDUSTRIES, INC.
INDEX
PAGE
NUMBER
PART I Financial Information
Condensed consolidated balance sheets - June 30, 1997 and
December 31, 1996. 3-4
Condensed consolidated income statements - three months and six
months ended June 30, 1997 and 1996. 5
Condensed consolidated statements of cash flows - six months
ended June 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. 9-12
PART II Other Information.
Item 4(a) Submission of Matters to a Vote of Security Holders 13
Item 6(b) Exhibits and Reports on Form 8-K. 13
Signatures 14
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
($ in 000's) 1997 1996
--------- ----------
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents $ 3,310 $ 8,597
Accounts receivable, less allowances of $774 and $637 20,136 20,175
Inventories:
Raw materials and work in process 8,361 4,362
Finished goods 10,930 14,065
------- -------
Total inventories 19,291 18,427
Prepaid expenses and other 2,368 2,005
Deferred income taxes 2,168 2,245
------- -------
Total current assets 47,273 51,449
Property, plant and equipment, net 22,275 20,754
Goodwill 10,938 11,278
Patents, net 337 406
Other assets 488 192
------- -------
$81,311 $84,079
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 4
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION> JUNE 30, DECEMBER 31,
($ in 000's) 1997 1996
----------- -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 183 $ 251
Accounts payable 11,113 9,940
Other current liabilities 5,951 6,108
------- -------
Total current liabilities 17,247 16,299
Long-term debt 758 795
Deferred income taxes 982 1,050
Minority interest 478 175
------- -------
Total liabilities 19,465 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 17,257 21,820
Accumulated translation adjustment (287) (289)
Retained earnings 44,876 44,229
------- -------
Total shareholders' equity 61,846 65,760
------- -------
$81,311 $84,079
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
($ in 000's, except per share amounts)
<S> <C> <C> <C> <C>
Net sales $86,814 $93,325 $46,198 $49,430
Cost of products sold 71,193 71,711 38,053 37,972
------- ------- ------- ------
Gross profit 15,621 21,614 8,145 11,458
Selling, general and
administrative expenses 14,603 13,943 7,519 7,187
------- ------- ------- ------
Operating income 1,018 7,671 626 4,271
Interest expense, net 42 195 1 79
Other (expense), net (63) (45) (18) (6)
------- ------- ------- ------
Income before income taxes 997 7,821 609 4,344
Provision for income taxes 350 2,926 219 1,587
------- ------- ------- ------
Net income $ 647 $ 4,895 $ 390 $ 2,757
======= ======= ======= =======
Net income per share of common stock $ 0.10 $ 0.74 $ 0.06 $ 0.42
======= ======= ======= =======
Weighted average shares (in 000's) 6,309 6,661 6,254 6,667
======= ======= ======= =======
</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
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 647 $ 4,895
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,342 3,887
Loss on sale of property, plant and equipment 24 --
Net Increase in other assets (296) --
Net Increase in deferred income taxes 224 --
Increase (decrease) due to changes in operating assets
and liabilities:
Accounts receivable 39 (3,962)
Inventories (864) (2,426)
Prepaid expenses and other current assets (363) (271)
Accounts payable 1,173 (51)
Accrued expenses and other current liabilities (157) (2,047)
------- -------
Net cash provided by operating activities 2,769 25
------- -------
Cash flows from investing activities:
Purchases of property, plant and equipment (3,480) (2,251)
Proceeds from retirement of property, plant and equipment 2 150
------- -------
Net cash used in investing activities (3,478) (2,101)
Cash flows from financing activities:
Repayment of long-term debt (105) (714)
Increase in minority interest, net 303 59
Retirement of common stock (5,200) --
Cash proceeds from exercise of stock options 422 --
------- -------
Net cash used in financing activities (4,580) (655)
------- -------
Effect of exchange rate changes on cash 2 11
------- -------
Cash and cash equivalents:
Decrease for the period (5,287) (2,720)
Balance, beginning of period 8,597 12,757
------- -------
Balance, end of period $ 3,310 $10,037
======= =======
</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 (consisting only of
normal recurring accruals) necessary to present fairly the Company's financial
position as of June 30, 1997, and the results of operations and cash flows for
the three and six month periods ended June 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 $8.1 million at June 30, 1997.
Note 3
In February 1997, the FASB issued SFAS 128, "Earning Per Share." SFAS 128
supersedes APB 15, "Earnings Per Share," and simplifies the computation of
earnings per share ("EPS") by replacing the "primary" EPS requirements of APB 15
with a "basic" EPS computation based upon weighted average shares outstanding.
The new standard requires a dual presentation of basic and diluted EPS. Diluted
EPS is similar to "fully diluted" EPS required under APB 15. The Company will
adopt the provisions of this statement, as required, for the year ended December
31, 1997. The impact of the adoption of this statement is not expected to be
material.
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Note 4
In June 1997, the FASB issued SFAS 130, "Reporting Comprehensive Income"
and SFAS 131, "Disclosures about Segments of an Enterprise and Related
Information. The Company will adopt the provisions of both these statements,
as required, for the year ended December 31, 1998. At this time, the Company
is evaluating the effects these statements will have on its financial reporting
and disclosures. The statements will have no impact on the Company's results
of operations, financial positions or cash flows.
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DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain factors
which have affected the Company's financial position and operating results
during the periods included in the accompanying condensed consolidated
financial statements.
Results of Operations ($ in 000's)
Net sales for the second quarter declined $3,232 or 7% and by $6,511 or 7%
for the six months ended June 30, 1997 compared to the same periods in 1996.
Net sales by business segment were:
Net Sales ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
------------------------------------ --------------------------------
% Increase/ % Increase/
1997 1996 (Decrease) 1997 1996 (Decrease)
---- ---- ----------- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $25,324 $24,026 5% $46,364 $44,524 4%
Towing & Recovery 20,874 25,404 (18%) 40,450 48,801 (17%)
------- ------- ----- ------- ------- -----
Total $46,198 $49,430 ( 7%) $86,814 $93,325 ( 7%)
======= ======= ==== ======= ======= =====
</TABLE>
Net sales in the Vehicle Accessories segment increased $1,298 or 5% in the
second quarter and $1,840 or 4% during the first six months of 1997 compared to
the same periods in 1996. Total bedliner unit volume increased 7% and 8% from
the second quarter and first six months of 1996, respectively. In the second
quarter of 1997 compared to the same period in 1996, OEM unit volume increased
103% and international unit volume increased 35%, however, aftermarket unit
volume decreased 17%. 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 in the second quarter and year-to-date were down 4%
from the last year due to changes in sales mix and competition in the
aftermarket. The Company has modestly raised their aftermarket prices twice
within the last few months, in March and again in June.
Net sales in the Towing & Recovery segment decreased $4,530 or 18% in the
second quarter and decreased $8,351 or 17% in the first six months, compared to
the respective periods in 1996. The decrease for
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<PAGE> 10
the second quarter reflects a 23% decline in unit sales of equipment and a 27%
decline in unit sales of truck chassis. In the second quarter, average net
selling prices on equipment sales improved approximately 10% 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 six
month periods ended June 30, 1997 from the corresponding periods in 1996 is
attributed to competitive pressures, softness in demand and the unusually mild
winter, particularly in the northeast.
Gross margin for the quarter ending June 30, 1997 was $8,145, down $3,313
from the same period last year. The consolidated gross margin percent declined
to 18% from 23% in the second quarter of 1996.
Gross Margin ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
------------------------------------- -----------------------------------
% Increase/ % Increase/
1997 1996 (Decrease) 1997 1996 (Decrease)
---- ---- ----------- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $5,845 $7,750 (25%) $10,729 $14,392 (25%)
Towing & Recovery 2,300 3,708 (38%) 4,892 7,222 (32%)
------ ------- ----- ------- ------- -----
Total $8,145 $11,458 (29%) $15,621 $21,614 (28%)
====== ======= ===== ======= ======= =====
</TABLE>
In the Vehicle Accessories segment, the gross margin percentage was 23% in
the second quarter and year-to date of 1997 versus 32% for the comparable
periods in 1996. The decrease in gross margin percentage was primarily due to
lower average net selling prices and increased resin material costs.
In the Towing & Recovery segment, the gross margin for the second quarter
was $2,300, down $1,408 or 38% from the same period in 1996. For the six
months ended June 30, 1997 the gross margin was $4,892, down $2,330 or 32% from
the corresponding period in 1996. As a percentage of net sales, the gross
margin for the six months ending June 30, 1997 was 12% compared to 15% for the
same period in 1996. The reduction in margin percentage is attributable to the
lower sales volume which resulted in less favorable absorption of fixed
overhead costs.
Selling, general and administrative expenses (SG&A) were $7,519 for the
first quarter of 1997 and $14,603 year-to-date, an increase of 5% from the
comparable periods in 1996. As a percentage of net sales, SG&A was 16% in the
second quarter ended June 30, 1997 compared to 15% for the same period last
year.
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<PAGE> 11
Selling, General and Administrative Expenses ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
--------------------------------- -------------------------------------
1997 1996 % Increase 1997 1996 % Increase
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $5,205 $5,067 3% $9,891 $9,852 0%
Towing & Recovery 2,314 2,120 9% 4,712 4,091 15%
------ ------ -- ------- ------- ---
Total $7,519 $7,187 5% $14,603 $13,943 5%
====== ====== == ======= ======= ===
</TABLE>
In the Vehicle Accessories segment, SG&A was $5,205 for the second
quarter, an increase of $138 or 3% from the same period in 1996. As a
percentage of net sales, SG&A remained even compared to last year, at
approximately 21%.
The SG&A in the Towing & Recovery segment was $2,314 in the second
quarter, an increase of $194 or 9% over the corresponding period in 1996. As a
percentage of net sales, SG&A was 11% in the second quarter ended June 30, 1997
and 8% during the corresponding quarter in 1996. The increase in SG&A from last
year is related to promotional and development costs associated with the
introduction of the medium-duty wrecker line.
Operating income was $626 for the second quarter of 1997, down 85% from
the same period last year.
Operating Income ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
--------------------------------------- ------------------------------------
% Increase/ % Increase/
1997 1996 (Decrease) 1997 1996 (Decrease)
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $640 $2,683 ( 76%) $ 838 $4,540 (81%)
Towing & Recovery (14) 1,588 (101%) 180 3,131 (94%)
----- ------ ------ ------ ------ -----
Total $626 $4,271 ( 85%) $1,018 $7,671 (87%)
===== ====== ====== ====== ====== =====
</TABLE>
In the Vehicle Accessories segment, operating income was down 76% or
$2,043 compared to the second quarter in 1996. The decrease was due to lower
net average selling prices, increased resin material costs and slightly higher
SG&A costs.
Operating loss in the Towing & Recovery segment was $14 for the second
quarter, down $1,602 from an operating income of $1,588 in the same period a
year ago. The decrease is directly attributable to reduced sales volume.
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<PAGE> 12
For the second quarter of 1997, net interest income was $1 versus $79 for
the second quarter last year. For the six months ended June 30, 1997 net
interest income was $42 compared to $195 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 $18 in the second quarter ended June 30, 1997,
compared to $6 in the same period a year ago. Year-to-date net other expense
was $63 in 1997 compared to $45 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 effective tax rates of 36% and 35%
for the second quarter and six months ended June 30, 1997, respectively,
compared to 36% and 37% for the same periods in 1996. The 1997 effective tax
rate includes provisions for state income taxes, the statutory rate of 35% for
federal income taxes and lower tax rate of our international operation.
LIQUIDITY AND CAPITAL RESOURCES
In the second quarter 1997, cash provided by operating activities totaled
$2,769 versus cash provided of $25 in the second quarter of 1996. The major
change in cash was due to higher accounts payable balances, offset by increased
inventory spending to support new business. 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 June 30, 1997.
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PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 20,
1997. At the annual meeting, David S. Aronow, Phillip Wm. Fisher, Richard J.
Jacob, James P. Kelly, Robert M. Teeter and David W. Wright were elected as
directors of the Company to serve until the 1998 Annual Meeting of Shareholders
or until their successors are elected and qualified.
Votes
-----
Authority
Name For Withheld
------------------ ----------- ---------
David S. Aronow 4,530,582 516,513
Phillip Wm. Fisher 4,533,157 513,938
Richard J. Jacob 4,532,907 514,188
James P. Kelly 4,533,157 513,938
Robert M. Teeter 4,532,907 514,188
David W. Wright 4,533,157 513,938
There were 1,488,000 votes cast in connection with the election of the
directors at the Annual Meeting.
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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: August 12, 1997 /s/ David W. Wright
------------------------------------
David W. Wright, President and
Chief Executive Officer
/s/ Christine Bazan Kocik
------------------------------------
Christine Bazan Kocik
Acting Accounting Officer
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<PAGE> 15
EXHIBIT INDEX
Exhibit # Description
- ---------- -----------
Item 6 (b) Exhibits and reports on form 8-K
No reports on form 8-K have been filed during the quarter
ended June 30, 1997.
Exhibit 11 Calculation of earnings per share for the three months and six
months ended June 30, 1997 and 1996.
Exhibit 27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
DURAKON INDUSTRIES, INC.
CALCULATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
SIX MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
------------------------- -----------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings available to common stockholders $ 647 $4,895 $ 390 $2,757
====== ====== ====== ======
PRIMARY
Average number of shares oustanding 6,264 6,520 6,236 6,520
Add: Dilutive effect of stock options based
upon treasury stock method 45 141 18 147
------ ------ ------ ------
Total 6,309 6,661 6,254 6,667
====== ====== ====== ======
Per share amount $ 0.10 $ 0.74 $ 0.06 $ 0.42
====== ====== ====== ======
FULLY DILUTED
Average number of shares outstanding 6,264 6,520 6,236 6,520
Add: Dilutive effect of stock options based
upon treasury stock method 45 141 18 147
------ ------ ------ ------
Total 6,309 6,661 6,254 6,667
====== ====== ====== ======
Per share amount $ 0.10 $ 0.74 $ 0.06 $ 0.42
====== ====== ====== ======
</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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,310
<SECURITIES> 0
<RECEIVABLES> 20,136
<ALLOWANCES> 774
<INVENTORY> 19,291
<CURRENT-ASSETS> 47,273
<PP&E> 48,819
<DEPRECIATION> 26,544
<TOTAL-ASSETS> 81,311
<CURRENT-LIABILITIES> 17,247
<BONDS> 0
0
0
<COMMON> 17,257
<OTHER-SE> 44,589
<TOTAL-LIABILITY-AND-EQUITY> 81,311
<SALES> 86,814
<TOTAL-REVENUES> 86,814
<CGS> 71,193
<TOTAL-COSTS> 85,796
<OTHER-EXPENSES> 63
<LOSS-PROVISION> 309
<INTEREST-EXPENSE> 42
<INCOME-PRETAX> 997
<INCOME-TAX> 350
<INCOME-CONTINUING> 647
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 647
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
