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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, 1998
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 April 30, 1998: 6,159,392
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DURAKON INDUSTRIES, INC.
INDEX
PAGE
NUMBER
PART I Financial Information
Condensed consolidated balance sheets - March 31, 1998 and
December 31, 1997. 3-4
Condensed consolidated income statements - three months ended
March 31, 1998 and 1997. 5
Condensed consolidated statements of cash flows - three months
ended March 31, 1998 and 1997. 6
Notes to condensed consolidated financial statements. 7-9
Management's discussion and analysis of financial condition
and results of operations. 10-13
PART II Other Information.
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>
MARCH 31, DECEMBER 31,
($ in 000's) 1998 1997
-------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $7,330 $7,907
Accounts receivable, less allowance of $1,085 and $1,252 19,455 20,039
Inventories:
Raw materials and work in process 7,631 8,279
Finished goods 11,789 8,469
------- -------
Total inventories 19,420 16,748
Prepaid expenses and other 2,307 2,401
Deferred income taxes 2,930 2,973
------- -------
Total current assets 51,442 50,068
Property, plant and equipment, net 21,453 21,943
Goodwill 10,432 10,601
Patents, net 237 270
Other assets 213 210
------- -------
$83,777 $83,092
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
($ in 000's, except share data) 1998 1997
-------- -----------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $254 $248
Accounts payable 10,093 10,308
Other current liabilities 7,673 7,831
------- -------
Total current liabilities 18,020 18,387
Long-term debt 538 554
Deferred income taxes 1,216 1,184
Minority interest 744 681
------- -------
Total liabilities 20,518 20,806
------- -------
Shareholders' equity:
Preferred stock, $1 par value - 100,000 shares
authorized; none issued --- ---
Common stock, without par value - 15,000,000 shares
authorized; 6,207,792 and 6,245,292 shares issued and
outstanding 16,887 17,244
Accumulated other comprehensive income (321) (290)
Retained earnings 46,693 45,332
------- -------
Total shareholders' equity 63,259 62,286
------- -------
$83,777 $83,092
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
($ in 000's) -------------------------------
1998 1997
------- -------
<S> <C> <C>
Net sales $46,068 $40,616
Cost of products sold 37,571 33,140
------- -------
Gross profit 8,497 7,476
Selling, general and
administrative expenses 6,165 7,084
------- -------
Operating income 2,332 392
Interest income, net 67 41
Other expense, net (128) (45)
------- -------
Income before income taxes 2,271 388
Provision for income taxes 910 131
------- -------
Net income $1,361 $257
======= =======
Basic net income per share of common stock $0.22 $0.04
======= =======
Diluted net income per share of common stock $0.22 $0.04
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1998 1997
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $1,361 $257
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,479 1,160
Increase in minority interest, net 63 28
Loss on sale of property, plant and equipment -- 24
Increase of intangible and other assets, net -- 103
Net decrease in deferred income taxes 75 222
Increase (decrease) due to changes in operating
assets and liabilities:
Accounts receivable 584 365
Inventories (2,672) (2,093)
Prepaid expenses and other current assets 91 (315)
Accounts payable (215) 2,292
Accrued expenses and other current liabilities (158) (433)
------ ------
Net cash provided by operating activities 608 1,610
------ ------
Cash flows used in investing activities:
Purchases of property, plant and equipment (787) (2,094)
------ ------
Net cash used in investing activities (787) (2,094)
Cash flows used in financing activities:
Repayment of long-term debt (10) (17)
Repurchase of common stock (357) (5,200)
Cash proceeds from exercise of stock options -- 274
------ ------
Net cash used in financing activities (367) (4,943)
------ ------
Effect of exchange rate changes on cash (31) 2
------ ------
Cash and cash equivalents:
Decrease for the period (577) (5,425)
Balance, beginning of period 7,907 8,597
------ ------
Balance, end of period $7,330 $3,172
====== ======
</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, 1998, and the results of operations and cash flows for
the three month periods ended March 31, 1998 and 1997.
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 $10.9 million at March 31, 1998.
Note 3
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards (FASB) No. 130, "Reporting Comprehensive Income." This
Statement requires that all items recognized under accounting standards as
components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual financial
statements. This Statement also requires that an entity classify items of other
comprehensive earnings by their nature in an annual financial statement. Annual
financial statements for prior periods will be reclassified, as required. The
Company's total comprehensive earnings were as follows:
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DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 (continued)
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
($ in 000's)
1998 1997
---- ----
<S> <C> <C>
Net earnings $1,361 $ 257
Other comprehensive income (31) 2
------ -----
Total comprehensive earnings $1,330 $ 259
====== =====
</TABLE>
Note 4
Net income per share of common stock is calculated in accordance with
Statement of Financial Accounting Standards (FASB) No. 128. A reconciliation of
the numerators and denominators used in the "basic" and "diluted" EPS
calculation follows:
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
($ in 000's)
1998 1997
---- ----
<S> <C> <C>
Net income used for both "basic" and
"diluted" EPS calculation $1,361 $257
Denominator:
Weighted average shares outstanding for the
Period - used for "basic" EPS calculation 6,236,589 6,307,703
Weighted average options outstanding for the
Period 57,028 63,291
--------- ---------
Weighted average shares outstanding for the
Period - used for "diluted" EPS calculation 6,293,617 6,370,994
========= =========
</TABLE>
There were 247,500 and 197,500 options outstanding as of March 31, 1998 and
1997, respectively, which are not included in the computation of diluted EPS
because to do so would have been antidulitive for the periods then ended.
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DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5
In June 1997, the FASB issued SFAS 131, Disclosure about Segments of an
Enterprise and Related Information." The Company will adopt the provisions of
both these statements, as required, for the year ended December 31, 1998. At
this time the Company is evaluating the effect this statement will have on
its financial reporting and disclosures. Management believes the statement will
have no significant impact on the Company's Consolidated Financial Statements.
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DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Net Sales ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
-----------------------------------------------
1998 1997 % Increase/(Decrease)
---- ---- ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $23,295 $21,040 11%
Towing & Recovery 22,773 19,576 16%
------- ------- ---
Total $46,068 $40,616 13%
======= ======= ===
</TABLE>
Net sales of $46,068 for the three months ended March 31, 1998 were
$5,452 or 13% above net sales for the first quarter of 1997.
Net sales in the Vehicle Accessories segment increased $2,255 or 11% in
the first quarter of 1998 compared to the corresponding period in 1997. Total
bedliner unit volume increased 5% from the first quarter of 1997. Domestic OEM
unit volume increased 50% which was offset by a 13% decrease in aftermarket
unit volume & a 10% decrease in international unit volume. The increase in
Domestic OEM unit volume was primarily due to the Ford business, which started
late in the first quarter of 1997. The decrease in the international market was
due to lower sales in South America partially offset by increased sales in
Mexico. Average net selling prices in the quarter was slightly above the first
quarter last year.
Net sales in the Towing & Recovery segment increased by $3,197 or 16%
in the first quarter compared to the respective period in 1997. The increase
reflects a 7% increase in sales of equipment and a 28% increase in sales of
truck chassis. Average net selling price on equipment sales increased 1% and
truck chassis sales improved 5.4% compared to the first quarter of 1997. The
increase over the first quarter of 1997 was primarily attributable to the loss
in 1997 of three major distributors, which were purchased by a competitor and
subsequently replaced.
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Gross Margin ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
-----------------------------------------------
1998 1997 % Increase/(Decrease)
---- ---- ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $6,009 $4,884 23%
Towing & Recovery 2,488 2,592 (4%)
------ ------ ---
Total $8,497 $7,476 14%
====== ====== ===
</TABLE>
Gross margin for the quarter ending March 31, 1998 was $8,497, up
$1,021 from the same period last year. The consolidated gross margin percent
remained even with the first quarter of 1997 at 18%.
In the Vehicle Accessories segment for the quarter, the gross margin
percentage was 26% versus 23% in the first quarter of 1997. The increase in
gross margin percentage was due to increased sales volume, which contributed to
favorable manufacturing efficiencies and reduced overhead costs due to one time
start-up costs associated with the Ford business incurred in the first quarter
of 1997.
In the Towing & Recovery segment, the gross margin for the quarter was
$2,488, down $104 from the same period in 1997. As a percentage of net sales,
the gross margin was 11% compared to 13% for the same period last year. The
reduction in gross margin percentage is attributable to proportionally higher
sales of truck chassis in 1998, which carry a lower gross margin than
manufactured equipment.
Selling, General and Administrative Expenses ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
-----------------------------------------------
1998 1997 % Increase/(Decrease)
---- ---- ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $4,119 $4,686 (12%)
Towing & Recovery 2,046 2,398 (15%)
------ ------ ----
Total $6,165 $7,084 (13%)
====== ====== ====
</TABLE>
Selling, general and administrative expenses (SG&A) were $6,165 for the
first quarter of 1998, a decrease of 13% over the first quarter of 1997. As a
percentage of net sales, SG&A was 13% in the quarter ended March 31, 1998
compared to 17% for the same period last year.
In the Vehicle Accessories segment, SG&A decreased $567 or 12% from the
first quarter in 1997. As a percentage of net sales, SG&A was 18% compared to
22% in the first quarter of 1997. The decrease in SG&A was attributable to lower
staffing, reduced spending for new products and the one time 1997 costs for
computer
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<PAGE> 12
programming pertaining to the start-up of the Ford business.
The SG&A in the Towing & Recovery segment was $2,046 in the first
quarter, a decrease of $352 or 15% over the corresponding period in 1997. The
decrease in SG&A represents efforts to reduce spending and the absence of
spending at the company's DeWalt division, which was closed during the first
quarter of 1998. Heavy-duty wrecker production formerly undertaken at the DeWalt
facility has been moved to the Greencastle, Pennsylvania location.
Operating Income ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
-----------------------------------------------
1998 1997 % Increase/(Decrease)
---- ---- ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $1,890 $ 198 855%
Towing & Recovery 442 194 128%
------ ------ ----
Total $2,332 $ 392 495%
====== ====== ====
</TABLE>
Operating income was $2,332 for the first quarter of 1998, up 495% from
the same period last year. In the Vehicle Accessories segment, operating income
was up 855% or $1,692 compared to the first quarter in 1997. The increase was
primarily due to increased sales, favorable manufacturing efficiencies and
reduced SG&A.
Operating income in the Towing & Recovery segment was $442 for the
quarter, up $248 or 128% from the same period last year. The increase in
operating income was due to reduced SG&A spending.
For the first quarter of 1998, net interest income was $67 versus $41
for the same period last year. Interest income on invested cash was higher than
the first quarter 1997 due to an increase in the cash balance.
Net other expense was $128 in the first quarter ended March 31, 1998,
compared to $45 in the first quarter of 1997. The increase in net other expense
was primarily due to increased minority interest at the Company's foreign
majority-own subsidiary.
The provision for income taxes reflects an effective tax rate of
approximately 40% for the first quarter ended March 31, 1998, compared to 34%
for the same period in 1997. The 1998 effective tax rate includes provisions for
state and federal income taxes, and was affected by a higher effective tax rate
for the Company's foreign majority-own subsidiary.
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LIQUIDITY AND CAPITAL RESOURCES
In the first quarter 1998, cash provided by operating activities
totaled $608 versus cash provided of $1,610 in the first quarter of 1997. The
major change in cash was due to a build up of truck chassis inventory in the
towing and recovery segment in anticipation of new product sales. The Company
has a $20 million unsecured revolving credit agreement with Comerica Bank, which
expires June 30, 2000. Four standby letters of credit totaling $850 reduced the
available borrowing capacity to $19,150 at March 31, 1998.
In the first quarter of 1998, the Company repurchased and retired
37,500 shares of its outstanding common stock at prices between $8.75 to $8.813
per share.
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
March 31, 1998.
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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: May 12, 1998 /s/ David W. Wright
---------------------------------
David W. Wright, President and
Chief Executive Officer
/s/ James C. Smith
---------------------------------
James C. Smith, Corporate Controller/
Secretary and Treasurer
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Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
[S] [C]
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 7,330
<SECURITIES> 0
<RECEIVABLES> 19,455
<ALLOWANCES> 1,085
<INVENTORY> 19,420
<CURRENT-ASSETS> 51,442
<PP&E> 49,176
<DEPRECIATION> 27,723
<TOTAL-ASSETS> 83,777
<CURRENT-LIABILITIES> 18,020
<BONDS> 0
0
0
<COMMON> 16,887
<OTHER-SE> 46,372
<TOTAL-LIABILITY-AND-EQUITY> 83,777
<SALES> 46,068
<TOTAL-REVENUES> 46,068
<CGS> 37,571
<TOTAL-COSTS> 43,736
<OTHER-EXPENSES> 128
<LOSS-PROVISION> 75
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,271
<INCOME-TAX> 910
<INCOME-CONTINUING> 1,361
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,361
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
