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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 March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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 April 30, 1997: 6,225,292
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DURAKON INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
PART I Financial Information
<S> <C> <C>
Condensed consolidated balance sheets - March 31, 1997 and
December 31, 1996. 3-4
Condensed consolidated income statements - three months ended
March 31, 1997 and 1996. 5
Condensed consolidated statements of cash flows - three months
ended March 31, 1997 and 1996. 6
Notes to condensed consolidated financial statements. 7
Management's discussion and analysis of financial condition and results
of operations. 8-11
PART II Other Information.
Item 6(b) Exhibits and Reports on Form 8-K. 11
Signatures 12
</TABLE>
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
($ in 000's) 1997 1996
--------- ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents $ 3,172 $ 8,597
Accounts receivable, less allowances of $827 and $637 19,810 20,175
Inventories:
Raw materials and work in process 7,653 4,362
Finished goods 12,867 14,065
------- -------
Total inventories 20,520 18,427
Prepaid expenses and other 2,320 2,005
Deferred income taxes 2,245 2,245
------- -------
Total current assets 48,067 51,449
Property, plant and equipment, net 21,870 20,754
Goodwill 11,107 11,278
Patents, net 371 406
Other assets 89 192
------- -------
$81,504 $84,079
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
($ in 000's) 1997 1996
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LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 252 $ 251
Accounts payable 12,232 9,940
Other current liabilities 5,675 6,108
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Total current liabilities 18,159 16,299
Long-term debt 777 795
Deferred income taxes 1,077 1,050
Minority interest 203 175
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Total liabilities 20,216 18,319
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Shareholders' equity:
Preferred stock, $1 par value - 100,000 shares
authorized; none issued -- --
Common stock, without par value - 15,000,000 shares
authorized; 6,225,292 and 6,565,292 shares issued and
outstanding 17,089 21,820
Accumulated translation adjustment (287) (289)
Retained earnings 44,486 44,229
------- -------
Total shareholders' equity 61,288 65,760
------- -------
$81,504 $84,079
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 5
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------------
($ in 000's)
1997 1996
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<S> <C> <C>
Net sales $40,616 $43,895
Cost of products sold 33,140 33,739
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Gross profit 7,476 10,156
Selling, general and
administrative expenses 7,084 6,756
------- -------
Operating income 392 3,400
Interest income, net 41 116
Other (expense), net (45) (39)
------- -------
Income before income taxes 388 3,477
Provision for income taxes 131 1,339
------- -------
Net income $ 257 $ 2,138
======= =======
Net income per share of common stock $ 0.04 $ 0.32
======= =======
Weighted average shares (in 000's) 6,380 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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1997 1996
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 257 $ 2,138
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,160 962
Loss on sale of property, plant and equipment 24 --
Net Decrease/(Increase) of intangible and other assets 103 (180)
Net Increase in deferred income taxes 222 --
Increase (decrease) due to changes in current items:
Accounts receivable 365 (834)
Inventories (2,093) (2,202)
Prepaid expenses and other current assets (315) (774)
Accounts payable 2,292 (733)
Accrued expenses and other current liabilities (433) (84)
------- -------
Net cash provided by (used in) operating activities 1,582 (1,707)
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Cash flows from investing activities:
Purchases of property, plant and equipment (2,094) (1,409)
Proceeds from retirement of property, plant and equipment -- 150
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Net cash used in investing activities (2,094) (1,259)
Cash flows from financing activities:
Repayment of long-term debt (17) (16)
Increase in minority interest, net 28 55
Retirement of common stock (5,200) --
Cash proceeds from exercise of stock options 274 --
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Net cash provided by (used in) financing activities (4,915) 39
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Effect of exchange rate changes on cash 2 6
Cash and cash equivalents:
Decrease for the period (5,425) (2,921)
Balance, beginning of period 8,597 12,757
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Balance, end of period $ 3,172 $ 9,836
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1
The unaudited condensed consolidated financial statements and 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 March 31, 1997, and the results of operations and cash flows for
the three month periods ended March 31, 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 $8.4 million at March 31, 1997.
Note 3
In February 1997, the FASB issued SFAS 128, "Earning Per Share." SFAS 128
supersedes APB 15, "Earnings Per Share," and simplifies the computation of
earnings per share ("EPS") by replacing the "primary" EPS requirements of APB
15 with a "basic" EPS computation based upon weighted shares outstanding. The
new standard requires a dual presentation of basic and diluted EPS. Diluted
EPS is similar to "fully diluted" EPS required under APB 15. The Company will
adopt the provisions of this statement, as required, for the year ended
December 31, 1997. The impact of the adoption of this statement is not
expected to be material.
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DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain factors
which have affected the Company's financial position and operating results
during the periods included in the accompanying condensed consolidated
financial statements.
Results of Operations ($ in 000's)
Net sales of $40,616 for the three months ended March 31, 1997 were $3,279
or 8% below net sales for the first quarter of 1996. Net sales by business
segment were:
Net Sales ($ in 000's)
Three Months Ended March 31:
---------------------------------------
1997 1996 % Increase/(Decrease)
------- ------- ---------------------
Segments:
Vehicle Accessories $21,040 $20,498 3%
Towing & Recovery 19,576 23,397 (16%)
------- ------- ----
Total $40,616 $43,895 (8%)
======= ======= ====
Net sales in the Vehicle Accessories segment increased $542 or 3% in the
first quarter of 1997 compared to the corresponding period in 1996. Total
bedliner unit volume increased 8% from the first quarter of 1996. OEM unit
volume increased 108%, international unit volume increased 71%, however,
aftermarket unit volume decreased 19%. Average net selling prices in the
quarter were down 7% from the first quarter last year due to competition in the
aftermarket and changes in sales mix. However, the average net selling price
has been unchanged for the last six months.
Net sales in the Towing & Recovery segment decreased by $3,821 or 16% in
the first quarter compared to the respective period in 1996. The decrease
reflects the loss of three major distributors which were purchased by a
competitor and the unusually mild winter, particularly in the northeast, which
negatively impacted demand for towing and recovery equipment during the period.
The decrease in net sales includes an 8% decrease in sales of equipment and a
24% decrease in sales of truck chassis. 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 the first
quarter of 1996.
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Gross margin for the quarter ending March 31, 1997 was $7,476, down $2,680
from the same period last year. The consolidated gross margin percent declined
to 18% from 23% in the first quarter of 1996.
Gross Margin ($in 000's)
Three Months Ended March 31:
---------------------------------------------
1997 1996 % Increase/(Decrease)
---------- ---------- ---------------------
Segments:
Vehicle Accessories $4,884 $ 6,642 (27%)
Towing & Recovery 2,592 3,514 (26%)
------- ------- ----
Total $7,476 $10,156 (26%)
======= ======= ====
In the Vehicle Accessories segment for the quarter, the gross margin
percentage was 23% versus 32% in the first quarter of 1996. The decrease in
gross margin percentage was significantly impacted by lower average net selling
prices. An additional factor that contributed to the reduction in gross margin
was increased resin costs, however, this was partially offset by increased
manufacturing efficiencies.
In the Towing & Recovery segment, the gross margin for the quarter was
$2,592, down $922 from the same period in 1996. As a percentage of net sales,
the gross margin was 13% compared to 15% for the same period last year. 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 $7,084 for the
first quarter of 1997, an increase of 5% over the first quarter of 1996. As a
percentage of net sales, SG&A was 17% in the quarter ended March 31, 1997
compared to 15% for the same period last year.
Selling, General and Administrative Expenses ($ in 000's)
Three Months Ended March 31:
---------------------------------------------
1997 1996 % Increase/(Decrease)
---------- ---------- ---------------------
Segments:
Vehicle Accessories $4,686 $4,551 3%
Towing & Recovery 2,398 2,205 9%
------ ------ --
Total $7,084 $6,756 5%
====== ====== ==
In the Vehicle Accessories segment, SG&A increased $135 or 3% from the
first quarter in 1996. As a percentage of net sales, SG&A remained even at
approximately 22%. The increase in SG&A was attributable to additional
staffing, advertising and professional services associated with the Ford
program.
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The SG&A in the Towing & Recovery segment was $2,398 in the first quarter,
an increase of $193 or 9% over the corresponding period in 1996. The increase
in SG&A is related to promotional and development costs associated with the
introduction of the medium-duty wrecker line. As a percentage of net sales,
SG&A was 12% in the first quarter ended March 31, 1997 and 9% during the
corresponding quarter in 1996. The increase is a result of the additional
costs mentioned above and reduced sales volume.
Operating income was $392 for the first quarter of 1997, down 88% from the
same period last year.
Operating Income ($in 000's)
Three Months Ended March 31:
---------------------------------------------
1997 1996 % Increase/(Decrease)
---------- ---------- ---------------------
Segments:
Vehicle Accessories $198 $2,091 (91%)
Towing & Recovery 194 1,309 (85%)
---- ------ ----
Total $392 $3,400 (88%)
==== ====== ====
In the Vehicle Accessories segment, operating income was down 91% or
$1,893 compared to the first quarter in 1996. The decrease was due to lower
average selling prices in the aftermarket, increased resin costs and slightly
higher SG&A costs.
Operating income in the Towing & Recovery segment was $194 for the
quarter, down $1,115 or 85% from the same period last year. The decrease in
operating income is directly attributable to reduced sales volume.
For the first quarter of 1997, net interest income was $41 versus $116 for
the same period last year. Interest income on invested cash was lower than the
first quarter last year due to lower cash balances. Interest expense decreased
to $19 from $50, due to less debt.
Net other expense was $45 in the first quarter ended March 31, 1997,
compared to $39 in the first quarter of 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
approximately 34% for the first quarter ended March 31, 1997, compared to 39%
for the same period in 1996. The 1997 effective tax rate includes provisions
for state income taxes and the statutory rate of 35%, however, the effective
tax rate is affected by the lower tax rate of our international operations.
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<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter 1997, cash provided by operating activities totaled
$1,582 versus cash used of $1,707 in the first 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,
1997. Four standby letters of credit totaling $800 reduced the available
borrowing capacity to $19,200 at March 31, 1997.
In the first quarter of 1997, the Company repurchased and retired 400,000
shares of its outstanding common stock at a price of $13 per share.
PART II - OTHER INFORMATION
Item 6 (b) Exhibits and reports on form 8-K
Exhibit 11 Calculation of earnings per share for the three months ended March
31, 1997 and 1996.
Exhibit 27 Financial Data Schedule
No reports on form 8-K have been filed during the quarter ended
March 31, 1997.
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<PAGE> 12
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: May 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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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------ ----------- ------------
<S> <C> <C>
11 CALCULATION OF EARNINGS PER SHARE
27 FINANCIAL DATA SCHEDULE
</TABLE>
<PAGE> 1
EXHIBIT 11
DURAKON INDUSTRIES, INC.
CALCULATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
(In thousands, except per
share amounts)
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
--------- -----------
<S> <C> <C>
Net earnings available to common stockholders $ 257 $2,138
====== ======
PRIMARY
Average number of shares oustanding 6,308 6,520
Add: Dilutive effect of stock options based
upon treasury stock method 60 147
------ ------
Total 6,368 6,667
====== ======
Per share amount $ 0.04 $ 0.32
====== ======
FULLY DILUTED
Average number of shares outstanding 6,308 6,520
Add: Dilutive effect of stock options based
upon treasury stock method 60 147
------ ------
Total 6,368 6,667
====== ======
Per share amount $ 0.04 $ 0.32
====== ======
</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
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,172
<SECURITIES> 0
<RECEIVABLES> 19,810
<ALLOWANCES> 1,079
<INVENTORY> 20,520
<CURRENT-ASSETS> 48,067
<PP&E> 47,441
<DEPRECIATION> 25,571
<TOTAL-ASSETS> 81,504
<CURRENT-LIABILITIES> 18,159
<BONDS> 0
0
0
<COMMON> 17,089
<OTHER-SE> 44,199
<TOTAL-LIABILITY-AND-EQUITY> 81,504
<SALES> 40,616
<TOTAL-REVENUES> 40,616
<CGS> 33,140
<TOTAL-COSTS> 40,224
<OTHER-EXPENSES> 45
<LOSS-PROVISION> 154
<INTEREST-EXPENSE> 18
<INCOME-PRETAX> 388
<INCOME-TAX> 131
<INCOME-CONTINUING> 257
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 257
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
