<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, 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 November 9, 1998: 6,128,200
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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, 1998 and
December 31, 1997. 3-4
Condensed consolidated income statements - three months and nine
months ended September 30, 1998 and 1997. 5
Condensed consolidated statements of cash flows - nine months ended
September 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. 10-15
PART II Other Information.
Item 6(b) Exhibits and Reports on Form 8-K. 16
Signatures 17
</TABLE>
<PAGE> 3
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
($ in 000's) 1998 1997
------------- ------------
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents $ 8,101 $ 7,907
Accounts receivable, less allowances of $932 and $1,252 24,193 20,039
Inventories:
Raw materials and work in process 9,912 8,279
Finished goods 8,049 8,469
------- -------
Total inventories 17,961 16,748
Prepaid expenses and other 1,457 2,401
Deferred income taxes 2,930 2,973
------- -------
Total current assets 54,642 50,068
Property, plant and equipment, net 20,052 21,943
Goodwill 10,094 10,601
Patents, net 168 270
Other assets 196 210
------- -------
TOTAL ASSETS $85,152 $83,092
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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<PAGE> 4
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
($ in 000's, except share data) 1998 1997
------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
<S> <C> <C>
Current maturities of long-term debt $ 166 $ 248
Accounts payable 8,233 10,308
Other current liabilities 8,319 7,831
-------- --------
Total current liabilities 16,718 18,387
Long-term debt 502 554
Deferred income taxes 1,465 1,184
Minority interest 475 681
-------- --------
Total liabilities 19,160 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; 6,128,200 and
6,245,292 shares issued and
outstanding 16,059 17,244
Accumulated translation adjustment (415) (290)
Retained earnings 50,348 45,332
-------- --------
Total shareholders' equity 65,992 62,286
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 85,152 $ 83,092
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
- 4 -
<PAGE> 5
DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- -------------------------
($ in 000's, except per share data)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 143,694 $ 132,023 $ 47,177 $ 45,209
Cost of products sold 117,945 109,660 39,385 38,467
--------- --------- --------- ---------
Gross profit 25,749 22,363 7,792 6,742
Selling, general and
administrative expenses 17,607 22,235 5,193 7,632
--------- --------- --------- ---------
Operating income/(loss) 8,142 128 2,599 (890)
Interest income, net 237 44 101 2
Other (expense), net (433) (175) (79) (112)
--------- --------- --------- ---------
Income before income/(loss) taxes 7,946 (3) 2,621 (1,000)
Provision for income/(loss) taxes 2,930 (16) 973 (366)
--------- --------- --------- ---------
Net income/(loss) $ 5,016 $ 13 $ 1,648 ($ 634)
========= ========= ========= =========
Basic net income/(loss) per share of common $ 0.81 $ 0.00 $ 0.27 ($ 0.10)
stock ========= ========= ========= =========
Diluted net income/(loss) per share of common $ 0.80 $ 0.00 $ 0.26 ($ 0.10)
stock ========= ========= ========= =========
Weighted average basic shares 6,175 6,258 6,131 6,245
--------- --------- --------- ---------
Weighted average diluted shares 6,258 6,310 6,231 6,287
--------- --------- --------- ---------
</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,
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1998 1997
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net income $ 5,016 $ 13
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,344 3,581
Increase(decrease) in minority interest, net (206) 412
Loss on sale of property, plant and equipment 0 33
Net Increase other assets, net 14 125
Net decrease in deferred income taxes 324 273
Increase (decrease) due to changes in operating assets and liabilities:
Accounts receivable (4,154) 62
Inventories (1,213) (57)
Prepaid expenses and other current assets 944 54
Accounts payable (2,075) (856)
Accrued expenses and other current liabilities 487 245
------- -------
Net cash provided by operating activities 3,481 3,885
------- -------
Cash flows from(used in) investing activities:
Purchases of property, plant and equipment (1,966) (4,743)
Proceeds from retirement of property, plant and equipment 123 2
------- -------
Net cash used in investing activities (1,843) (4,741)
Cash flows from(used in) financing activities:
Repayment of long-term debt (134) (117)
Repurchase of common stock (1,185) (5,200)
Cash proceeds from exercise of stock options 0 360
------- -------
Net cash used in financing activities (1,319) (4,957)
------- -------
Effect of exchange rate changes on cash (125) 6
------- -------
Cash and cash equivalents:
Increase (decrease) for the period 194 (5,807)
Balance, beginning of period 7,907 8,597
------- -------
Balance, end of period $ 8,101 $ 2,790
======= =======
</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 September 30, 1998, and the results of operations and cash flows
for the three and nine month periods ended September 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 $6.9 million at September 30, 1998.
Note 3
Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards (FASB) No. 130, "Reporting Comprehensive Income." This
Statement requires that all items recognized under accounting standards as
components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual financial
statements. This Statement also requires that an entity classify items of other
comprehensive earnings by their nature in an annual financial statement. Annual
financial statements for prior periods will be reclassified, as required. The
Company's total comprehensive earnings were as follows:
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<PAGE> 8
DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 (continued)
<TABLE>
<CAPTION>
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
($ in 000's) ($ in 000's)
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income/(loss) $ 1,648 $ (634) $ 5,016 $ 13
Other comprehensive income/(loss) (57) 4 (125) 6
------- ------- ------- -------
Total comprehensive income/(loss) $ 1,591 $ (630) $ 4,891 $ 19
======= ======= ======= =======
</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 September 30 Nine months ended September 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 $1,648 $(634) $5,016 $13
Denominator:
Weighted average shares outstanding for the
Period - used for "basic" EPS calculation 6,131,136 6,245,292 6,174,508 6,258,010
Weighted average options outstanding for the
Period 100,274 41,849 83,691 51,620
--------- --------- --------- ---------
Weighted average shares outstanding for the
Period - used for "diluted" EPS calculation 6,231,410 6,287,141 6,258,199 6,309,630
========= ========= ========= =========
</TABLE>
There were 210,000 and 247,500 options of shares outstanding to purchase for the
three and nine months ended September 30, 1998 and 1997, respectively, which are
not included in the computation of diluted EPS because to do so would have been
antidulitive for the periods then ended.
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<PAGE> 9
DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 5
In June 1997, the FASB issued SFAS 131, Disclosure about Segments of an
Enterprise and Related Information." The Company will adopt the provisions of
both these statements, as required, for the year ended December 31, 1998. At
this time the Company is evaluating the effect this statement will have on its
financial reporting and disclosures. Management believes the statement will have
no significant impact on the Company's Consolidated Financial Statements.
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<PAGE> 10
DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Net Sales ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
% Increase/ % Increase/
1998 1997 (Decrease) 1998 1997 (Decrease)
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $20,779 $23,001 (10)% $69,859 $69,365 1%
Towing & Recovery 26,398 22,208 19% 73,835 62,658 18%
------- ------- -- ------- ------- --
Total $47,177 $45,209 4% $143,694 $132,023 9%
======= ======= == ======== ======== ==
</TABLE>
Net sales for the third quarter increased by $1,968 or 4% and by
$11,671 or 9% for the nine months ended September 30, 1998 compared to the same
periods in 1997.
Net sales in the Vehicle Accessories segment decreased $2,222 or 10% in
the third quarter and increased $494 or 1% during the first nine months of 1998
compared to the same periods in 1997. Total bedliner unit volume decreased 10%
and 1% from the third quarter and first nine months of 1998, respectively. The
volume decrease in the third quarter of 1998 compared to the same period in 1997
was due to lower international and aftermarket unit volume partially offset by
higher domestic OEM unit volume. Domestic OEM unit volume was up 13% due to
higher Ford bedliner sales. International unit volume was down 29% primarily due
to a weak economy in Asian markets, which was partially offset by increased
sales in Mexico. Aftermarket unit volume was down 15% primarily due to the
impact of the GM strike and the divestiture of eight Duraliner USA outlets.
Net sales in the Towing & Recovery segment increased $4,190 or 19% in
the third quarter and $11,177 or 18% in the first nine months, compared to the
respective periods in 1997. Unit sales increased by 20% for the quarter and by
12% for the nine months ended September 30, 1998 compared to the corresponding
periods in 1997.
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<PAGE> 11
Unit sales for rollbacks increased by 28%, and truck chassis increased 12% while
wheellifts decreased 8% compared to the third quarter of 1997. A stronger
distribution base over 1997 and a modest price increase in the second quarter of
1998 on selected models contributed to higher sales.
<TABLE>
<CAPTION>
Gross Margin ($ in 000's)
- ------------
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
1998 1997 % Increase 1998 1997 % Increase
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $4,864 $4,383 11% $17,589 $15,112 16%
Towing & Recovery 2,928 2,359 24% 8,160 7,251 13%
------ ------ -- ------- ------- --
Total $7,792 $6,742 16% $25,749 $22,363 15%
====== ====== == ======= ======= ==
</TABLE>
Gross margin for the quarter ending September 30, 1998 was $7,792, up
$1,050 from the same period last year. The consolidated gross margin percent
increased to 16% from 15% in the third quarter of 1997.
In the Vehicle Accessories segment, the gross margin percentage was 23%
in the third quarter of 1998 versus 19% for the comparable period in 1997. The
increase in gross margin percentage was primarily due to lower raw material
costs and a $1.3 million inventory adjustment recorded in the third quarter of
1997. The gross margin was 25% for the nine months ended September 30, 1998
versus 22% for the same period last year.
In the Towing & Recovery segment, the gross margin for the third
quarter was $2,928, up $569 or 24% from the same period in 1997. For the nine
months ended September 30, 1998 the gross margin was $8,160, up $909 or 13% from
the corresponding period in 1997. As a percentage of net sales, the gross margin
for the nine months ending September 30, 1998 was 11% compared to 12% for the
same period in 1997. The reduction in margin percentage is attributable to the
change in sales mix (a higher proportion of truck chassis sales in 1998, which
carry a lower gross margin than manufactured equipment).
- 11 -
<PAGE> 12
Selling, General and Administrative Expenses ($ in 000's)
- --------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
1998 1997 % Decrease 1998 1997 % Decrease
---- ---- ---------- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Segments:
Vehicle Accessories $3,332 $5,386 38% $11,615 $15,277 24%
Towing & Recovery 1,861 2,246 17% 5,992 6,958 14%
------ ------ -- ------- ------- --
Total $5,193 $7,632 32% $17,607 $22,235 21%
====== ====== == ======= ======= ==
</TABLE>
Selling, general and administrative expenses (SG&A) were $5,193 for the
third quarter of 1998 and $17,607 year-to-date, a decrease of 32% and 21% from
the comparable periods in 1997, respectively. As a percentage of net sales, SG&A
was 11% in the third quarter ended September 30, 1998 compared to 17% for the
same period last year.
In the Vehicle Accessories segment, SG&A was $3,332 for the third
quarter, a decrease of $2,054 or 38% from the same period in 1997. As a
percentage of net sales, SG&A was 16% in the third quarter compared to 23% in
1997. The decrease in SG&A expenses from last year was primarily due to the
divestiture of eight Duraliner USA outlets and on-going cost-reduction programs.
The SG&A in the Towing & Recovery segment was $1,861 in the third
quarter, a decrease of $385 or 17% over the corresponding period in 1997. As a
percentage of net sales, SG&A was 7% in the third quarter ended September 30,
1998 and 10% during the corresponding quarter in 1997. The decrease in SG&A
expenses from last year reflects the closure of the DeWalt facility in
Channelview, Texas in December of 1997.
Operating Income/(Loss) ($ in 000's)
- -----------------------
<TABLE>
<CAPTION>
Three Months Ended September 30: Nine Months Ended September 30:
-------------------------------- -------------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Segments:
Vehicle Accessories $1,532 ($1,003) $5,974 ($165)
Towing & Recovery 1,067 113 2,168 293
------ ------ ------ -----
Total $2,599 ($890) $8,142 $ 128
====== ====== ====== =====
</TABLE>
Operating income was $2,599 the third quarter of 1998, up $3,489 from
the same period last year.
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<PAGE> 13
In the Vehicle Accessories segment, operating income was up $2,535
compared to the third quarter in 1997. The increase was due to lower raw
material costs, divestiture of eight Duraliner USA outlets, cost reduction
program and a $1.3 million inventory adjustment recorded in the third quarter of
1997.
Operating income in the Towing & Recovery segment was $1,067 for the
third quarter, up $954 from 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 third quarter of 1998, net interest income was $101 versus $2
for the third quarter last year. For the nine months ended September 30, 1998
net interest income was $237 compared to $44 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 $79 in the third quarter ended September 30,
1998, compared to $112 in the same period a year ago. For the first nine months
net other expense was $433 in 1998 compared to $175 in 1997. Net other expense
consist primarily of currency exchange translation and minority interest in the
Company's Mexican subsidiary.
The provision for income taxes reflects effective tax rates of 37% for
the third quarter and nine months ended September 30, 1998. The 1998 effective
tax rate includes provisions for state income taxes and the statutory rate of
34% for federal income taxes.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1998, the Company's primary source of liquidity was
$8.1 million in cash and a $20 million revolving credit agreement, which expires
June 30, 2000. The Company had no outstanding borrowings under this agreement
but four standby letters of credit totaling $850 reduced the available borrowing
capacity to $19,150 at September 30, 1998.
In the third quarter of 1998, the Company repurchased and retired 5,300
shares of its outstanding common stock at prices between $9.56 to $12.06 per
share. For the nine months ended September 30, 1998 the Company repurchased and
retired 117,092 shares.
- 13 -
<PAGE> 14
YEAR 2000
Computer software that uses two digits rather than four to identify the
applicable year may be unable to interpret appropriately the calendar Year 2000,
and thus could cause disruption of normal business activities. The Company uses
software in various aspects of its business, including manufacturing, product
development and many administrative functions, and much of this software will be
unable to interpret the Calendar Year 2000 appropriately unless it is modified
or replaced.
The Company is addressing this Year 2000 issue with a corporate wide
initiative. The initiative includes the identification of affected software, the
development of a plan for correcting that software in the most effective manner,
the implementation of that plan and the monitoring of that implementation. The
program also includes communications with the Company's significant suppliers
and customers to determine the extent to which the Company's systems are
vulnerable to any failures by them to address the Year 2000 issue. In most
instances, the Company will replace older software with Year 2000 complaint
programs and systems. Although the timing of these replacements is influenced by
the Year 2000 issue, in most instances they will involve capital expenditures
that would have occurred in the normal course of business. The Company expects
that most of the modifications and replacements will be in place before the end
of first quarter of 1999.
Given the information available at this time, management
currently anticipates that the amount that the Company will spend to modify or
replace software in order to remediate the Year 2000 issue should not have any
material adverse effect on the Company's liquidity or results of operations.
The Company has incurred approximately $.8 million in 1998 relating to the
assessment and implementation of the Year 2000 complaint programs and systems,
and estimates the Company will spending no more than $2 million.
As the Year 2000 project continues, the Company may discover additional
Year 2000 problems, may not be able to develop, implement, or test remediation
or contingency plans, or may find that the costs of these activities exceed
current expectations. In many cases, the Company must rely on assurance from
suppliers that new and upgraded information systems as well as key services will
be Year 2000 complaint. While the Company plans to validate supplier
representations, it cannot be sure that its costs will be adequate, or that, if
problems are identified, they will be addressed in a timely and satisfactory
manner. Even if the Company completes all of its
- 14 -
<PAGE> 15
YEAR 2000 continued
assessments, implements and tests all remediation plans in a manner believed to
be adequate, and develops contingency plans believed to be adequate, some
problems may not be identified or corrected in time to prevent material adverse
consequences or business interruptions to the Company.
- 15 -
<PAGE> 16
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 September 30, 1998.
- 16 -
<PAGE> 17
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 10, 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
- 17 -
<PAGE> 18
Index to Exhibits
EX-27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 8,101
<SECURITIES> 0
<RECEIVABLES> 24,193
<ALLOWANCES> 932
<INVENTORY> 17,961
<CURRENT-ASSETS> 54,642
<PP&E> 50,655
<DEPRECIATION> 30,603
<TOTAL-ASSETS> 85,152
<CURRENT-LIABILITIES> 16,718
<BONDS> 0
0
0
<COMMON> 16,059
<OTHER-SE> 49,933
<TOTAL-LIABILITY-AND-EQUITY> 85,152
<SALES> 143,694
<TOTAL-REVENUES> 143,694
<CGS> 117,945
<TOTAL-COSTS> 135,552
<OTHER-EXPENSES> 433
<LOSS-PROVISION> 157
<INTEREST-EXPENSE> 237
<INCOME-PRETAX> 7,946
<INCOME-TAX> 2,930
<INCOME-CONTINUING> 5,016
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,016
<EPS-PRIMARY> 0.81
<EPS-DILUTED> 0.80
</TABLE>
