<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, 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 July 31, 1998: 6,133,500
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<PAGE> 2
DURAKON INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
<S> <C> <C>
PART I Financial Information
Condensed consolidated balance sheets - June 30, 1998 and
December 31, 1997. 3-4
Condensed consolidated income statements - three months and six
months ended June 30, 1998 and 1997. 5
Condensed consolidated statements of cash flows - six months ended
June 30, 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 4(a) Submission of Matters to a Vote of Security Holders 14
Item 6(b) Exhibits and Reports on Form 8-K. 14
Signatures 15
</TABLE>
<PAGE> 3
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
($ in 000's) 1998 1997
----------------- -----------------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $9,831 $7,907
Accounts receivable, less allowances of $1,098 and $1,252 20,454 20,039
Inventories:
Raw materials and work in process 9,198 8,279
Finished goods 10,847 8,469
---------- -----------
Total inventories 20,045 16,748
Prepaid expenses and other 2,048 2,401
Deferred income taxes 2,930 2,973
---------- -----------
Total current assets 55,308 50,068
Property, plant and equipment, net 20,842 21,943
Goodwill 10,263 10,601
Patents, net 202 270
Other assets 209 210
---------- -----------
TOTAL ASSETS $86,824 $83,092
========== ===========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 4
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
($ in 000's, except share data) 1998 1997
---------------- -----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $162 $248
Accounts payable 10,572 10,308
Other current liabilities 9,042 7,831
---------- ----------
Total current liabilities 19,776 18,387
Long-term debt 520 554
Deferred income taxes 1,216 1,184
Minority interest 854 681
---------- ----------
Total liabilities 22,366 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;
6,133,500 and 6,245,292 shares issued and
outstanding 16,116 17,244
Accumulated translation adjustment (358) (290)
Retained earnings 48,700 45,332
---------- ----------
Total shareholders' equity 64,458 62,286
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $86,824 $83,092
========== ==========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 5
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ------------------------
($ in 000's, except per share data)
1998 1997 1998 1997
------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $96,517 $86,814 $50,449 $46,198
Cost of products sold 78,560 71,193 40,989 38,053
------------- ----------- ----------- -----------
Gross profit 17,957 15,621 9,460 8,145
Selling, general and
administrative expenses 12,414 14,603 6,249 7,519
------------- ----------- ----------- -----------
Operating income 5,543 1,018 3,211 626
Interest income, net 136 42 69 1
Other (expense), net (354) (63) (226) (18)
------------- ----------- ----------- -----------
Income before income taxes 5,325 997 3,054 609
Provision for income taxes 1,957 350 1,047 219
------------- ----------- ----------- -----------
Net income $3,368 $647 $2,007 $390
============= =========== =========== ===========
Basic net income per share of common stock $0.54 $0.10 $0.32 $0.06
============= =========== =========== ===========
Diluted net income per share of common stock $0.54 $0.10 $0.32 $0.06
============= =========== =========== ===========
Weighted average basic shares 6,196 6,264 6,153 6,236
------------- ----------- ----------- -----------
Weighted average diluted shares 6,273 6,321 6,246 6,283
------------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 6
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30,
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1998 1997
----------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $3,368 $647
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,103 2,342
Increase in minority interest, net 173 303
Loss on sale of property, plant and equipment 0 24
Net Increase(decrease) of tangible and other assets, net 1 (296)
Net decrease in deferred income taxes 75 224
Increase (decrease) due to changes in operating assets and liabilities:
Accounts receivable (415) 39
Inventories (3,297) (864)
Prepaid expenses and other current assets 353 (363)
Accounts payable 264 1,173
Accrued expenses and other current liabilities 1,211 (157)
---------- ---------
Net cash provided by operating activities 4,836 3,072
---------- ---------
Cash flows used in investing activities:
Purchases of property, plant and equipment (1,712) (3,480)
Proceeds from retirement of property, plant and equipment 116 2
---------- ---------
Net cash used in investing activities (1,596) (3,478)
Cash flows used in financing activities:
Repayment of long-term debt (120) (105)
Repurchase of common stock (1,128) (5,200)
Cash proceeds from exercise of stock options 0 422
---------- ---------
Net cash used in financing activities (1,248) (4,883)
---------- ---------
Effect of exchange rate changes on cash (68) 2
---------- ---------
Cash and cash equivalents:
Increase (decrease) for the period 1,924 (5,287)
Balance, beginning of period 7,907 8,597
---------- ---------
Balance, end of period $9,831 $3,310
========== =========
</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, 1998, and the results of operations and cash flows for
the three and six month periods ended June 30, 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 $8.0 million at June 30, 1998.
Note 3
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards (FASB) No. 130, "Reporting Comprehensive Income." This
Statement requires that all items recognized under accounting standards as
components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual financial
statements. This Statement also requires that an entity classify items of other
comprehensive earnings by their nature in an annual financial statement. Annual
financial statements for prior periods will be reclassified, as required. The
Company's total comprehensive earnings were as follows:
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<PAGE> 8
DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 (continued)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
--------------------------- -------------------------
($ in 000's) ($ in 000's)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $ 2,007 $ 390 $ 3,368 $ 647
Other comprehensive income/(loss) (37) 2 (68) 2
------- ------- ------- -------
Total comprehensive earnings $ 1,900 $ 392 $ 3,380 $ 649
======= ======= ======= =======
</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 June 30 Six months ended June 30
-------------------------- ------------------------
($ in 000's) ($ in 000's)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income used for both "basic" and
"diluted" EPS calculation $2,007 $390 $3,368 $647
Denominator:
Weighted average shares outstanding for the
Period - used for "basic" EPS calculation 6,152,732 6,235,896 6,195,919 6,264,474
Weighted average options outstanding for the
Period 93,309 47,173 77,504 56,817
--------- --------- --------- ---------
Weighted average shares outstanding for the
Period - used for "diluted" EPS calculation 6,246,041 6,283,069 6,273,424 6,321,291
========= ========= ========= =========
</TABLE>
There were options to purchase 247,500 of shares outstanding for the three and
six months ended June 30, 1998 and 1997, which are not included in the
computation of diluted EPS because to do so would have been antidulitive for
the periods then ended.
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<PAGE> 9
DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5
In June 1997, the FASB issued SFAS 131, Disclosure about Segments of an
Enterprise and Related Information." The Company will adopt the provisions of
both these statements, as required, for the year ended December 31, 1998. At
this time the Company is evaluating the effect this statement will have on its
financial reporting and disclosures. Management believes the statement will have
no significant impact on the Company's Consolidated Financial Statements.
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<PAGE> 10
DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain factors
which have affected the Company's financial position and operating results
during the periods included in the accompanying condensed consolidated financial
statements.
Net Sales ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
----------------------------- ------------------------------------
% Increase/ % Increase/
1998 1997 (Decrease) 1998 1997 (Decrease)
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $25,785 $25,324 2% $49,080 $46,364 6%
Towing & Recovery 24,664 20,874 18% 47,437 40,450 17%
------- ------- ------- ------- ------- -------
Total $50,449 $46,198 9% $96,517 $86,814 11%
======= ======= ======= ======= ======= =======
</TABLE>
Net sales for the second quarter increased by $4,251 or 9% and by $9,703 or
11% for the six months ended June 30, 1998 compared to the same periods in 1997.
Net sales in the Vehicle Accessories segment increased $461 or 2% in the
second quarter and $2,716 or 6% during the first six months of 1998 compared to
the same periods in 1997. Total bedliner unit volume increased 3% and 2% from
the second quarter and first six months of 1997, respectively. In the second
quarter of 1998 compared to the same period in 1997, domestic OEM unit volume
increased 34%, however, international unit volume decreased 13% and aftermarket
unit volume decreased 11%. The domestic OEM unit volume increases were due to
higher Ford bedliner sales. International unit volume was down due to a weak
economy in Thailand, which was partially offset by increased sales in Mexico.
Aftermarket unit volume was down primarily due to the divestiture of four
Duraliner USA outlets. Average net bedliner selling prices remained constant
for the second quarter and year-to-date compared to last year.
Net sales in the Towing & Recovery segment increased $3,790 or 18% in the
second quarter and $6,987 or 17% in the first six months, compared to the
respective periods in 1997. Unit sales increased by 11% for the quarter and by
8% for the six months ended June 30, 1998 compared to the corresponding periods
in 1997. Unit sales
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<PAGE> 11
for rollbacks increased by 19%, and truck chassis increased 23% while
wheellifts decreased 22% compared to the second quarter of 1997. The unusually
mild winter, combined with competitive pressures, contributed to the lower
wheellift unit sales. A modest price increase on selected models became
effective in the second quarter of 1998.
Gross Margin ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
--------------------------- -------------------------
% Increase/ % Increase/
1998 1997 (Decrease) 1998 1997 (Decrease)
---- ---- ---------- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $6,716 $ 5,845 15% $12,725 $10,729 19%
Towing & Recovery 2,744 2,300 19% 5,232 4,892 7%
------ -------- ---- ------- ------- ----
Total $9,460 $ 8,145 16% $17,957 $15,621 15%
====== ======== ==== ======= ======= ====
</TABLE>
Gross margin for the quarter ending June 30, 1998 was $9,460, up $1,315
from the same period last year. The consolidated gross margin percent increased
to 19% from 18% in the second quarter of 1997.
In the Vehicle Accessories segment, the gross margin percentage was 26% in
the second quarter and year-to date of 1998 versus 23% for the comparable
periods in 1997. The increase in gross margin percentage was primarily due to
lower raw material costs.
In the Towing & Recovery segment, the gross margin for the second quarter
was $2,744, up $444 or 19% from the same period in 1997. For the six months
ended June 30, 1998 the gross margin was $5,232, up $340 or 7% from the
corresponding period in 1997. As a percentage of net sales, the gross margin
for the six months ending June 30, 1998 was 11% compared to 12% for the same
period in 1997. The reduction in margin percentage is attributable to the
change in sales mix (a higher proportion of truck chassis sales in 1998, which
carry a lower gross margin than manufactured equipment).
- 11 -
<PAGE> 12
Selling, General and Administrative Expenses ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
--------------------------------- ----------------------------------
1998 1997 % Decrease 1998 1997 % Decrease
---- ---- ---------- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $4,164 $5,205 20% $ 8,283 $ 9,891 16%
Towing & Recovery 2,085 2,314 10% 4,131 4,712 12%
------ ------ ---- ------- ------- --
Total $6,249 $7,519 17% $12,414 $14,603 15%
====== ====== ==== ======= ======= ==
</TABLE>
Selling, general and administrative expenses (SG&A) were $6,249 for the
second quarter of 1998 and $12,414 year-to-date, a decrease of 17% and 15% from
the comparable periods in 1997, respectively. As a percentage of net sales, SG&A
was 12% in the second quarter ended June 30, 1998 compared to 16% for the same
period last year.
In the Vehicle Accessories segment, SG&A was $4,164 for the second quarter,
a decrease of $1,041 or 20% from the same period in 1997. As a percentage of net
sales, SG&A was 16% in the second quarter compared to 21% in 1997. The decrease
from last year was primarily due to the divestiture of four Duraliner USA
outlets and overall reduced spending.
The SG&A in the Towing & Recovery segment was $2,085 in the second quarter,
a decrease of $229 or 10% over the corresponding period in 1997. As a percentage
of net sales, SG&A was 9% in the second quarter ended June 30, 1998 and 11%
during the corresponding quarter in 1997. The decrease in SG&A from last year
reflects the absence of expenses related to the DeWalt facility in Channelview,
Texas, which was closed in December of 1997.
Operating Income ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended June 30: Six Months Ended June 30:
-------------------------------- ---------------------------------
% Increase/ % Increase/
1998 1997 (Decrease) 1998 1997 (Decrease)
---- ---- --------------- ---- ---- -----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $2,552 $640 299% $4,442 $ 838 430%
Towing & Recovery 659 (14) 4807% 1,101 180 512%
------ ---- ----- ------ ------ ---
Total $3,211 $626 413% $5,543 $1,018 444%
====== ==== ===== ====== ====== ===
</TABLE>
Operating income was $3,211 for the second quarter of 1998, up 413% from
the same period last year.
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<PAGE> 13
In the Vehicle Accessories segment, operating income was up 299% or $1,912
compared to the second quarter in 1997. The increase was due to lower resin
prices, divestiture of four Duraliner USA outlets, and controlled spending
through comprehensive cost reduction program.
Operating income in the Towing & Recovery segment was $659 for the second
quarter, up $673 from an operating loss of $14 in the same period a year ago.
The increase in operating income was due to higher sales volume together with
lower SG&A spending.
For the second quarter of 1998, net interest income was $69 versus $1 for
the second quarter last year. For the six months ended June 30, 1998 net
interest income was $136 compared to $42 for the same period in 1997. The
increase for the comparable quarter and year-to-date reflects higher average
cash balances.
Net other expense was $226 in the second quarter ended June 30, 1998,
compared to $18 in the same period a year ago. For the First six months net
other expense was $354 in 1998 compared to $63 in 1997. Net other expense
consist primarily of currency translation and minority interest in the
Company's Mexican subsidiary.
The provision for income taxes reflects effective tax rates of 34% and 37%
for the second quarter and six months ended June 30, 1998, respectively,
compared to 36% and 35% for the same periods in 1997. The 1998 effective tax
rate includes provisions for state income taxes, the statutory rate of 34% for
federal income taxes and lower effective tax rate of the Company's foreign
majority-own subsidiary.
LIQUIDITY AND CAPITAL RESOURCES
In the second quarter 1998, cash provided by operating activities totaled
$4,663 versus cash provided of $2,769 in the second quarter of 1997. The
increase in cash was due to higher net income, offset by increased inventory
spending for Towing & Recovery segment. 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 June 30, 1998.
In the second quarter of 1998, the Company repurchased and retired 74,292
shares of its outstanding common stock at prices between $8.81 to $11.19 per
share. For the six months ended June 30, 1998 the Company repurchased and
retired 111,792 shares.
- 13 -
<PAGE> 14
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 26,
1998. At the annual meeting, David S. Aronow, Phillip Wm. Fisher,
Richard J. Jacob, Robert M. Teeter and David W. Wright were elected as
directors of the Company to serve until the 1999 Annual Meeting of Shareholders
or until their successors are elected and qualified.
<TABLE>
<CAPTION>
Votes
-----
Authority
Name For Withheld
---- --- --------
<S> <C> <C>
David S. Aronow 4,419,504 10,492
Phillip Wm. Fisher 4,419,501 10,495
Richard J. Jacob 4,419,101 10,895
Robert M. Teeter 4,419,504 10,492
David W. Wright 4,419,504 10,492
</TABLE>
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, 1998.
- 14 -
<PAGE> 15
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, 1998 /s/ David W. Wright
------------------------------
David W. Wright, President and
Chief Executive Officer
/s/ James C. Smith
------------------------------
James C. Smith
Secretary and Treasurer -
Corporate Controller
- 15 -
<PAGE> 16
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 9,831
<SECURITIES> 0
<RECEIVABLES> 20,454
<ALLOWANCES> 1,098
<INVENTORY> 20,045
<CURRENT-ASSETS> 55,308
<PP&E> 50,710
<DEPRECIATION> 29,868
<TOTAL-ASSETS> 86,824
<CURRENT-LIABILITIES> 19,776
<BONDS> 0
0
0
<COMMON> 16,116
<OTHER-SE> 48,342
<TOTAL-LIABILITY-AND-EQUITY> 86,824
<SALES> 96,517
<TOTAL-REVENUES> 96,517
<CGS> 78,560
<TOTAL-COSTS> 90,974
<OTHER-EXPENSES> 354
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> 136
<INCOME-PRETAX> 5,325
<INCOME-TAX> 1,957
<INCOME-CONTINUING> 3,368
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,368
<EPS-PRIMARY> 0.54
<EPS-DILUTED> 0.54
</TABLE>
