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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, 1999
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, 1999: 6,125,200
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DURAKON INDUSTRIES, INC.
INDEX
PAGE
NUMBER
PART I Financial Information
Condensed consolidated balance sheets - March 31, 1999 and
December 31, 1998. 3-4
Condensed consolidated income statements - three months ended
March 31, 1999 and 1998. 5
Condensed consolidated statements of cash flows - three months
ended March 31, 1999 and 1998. 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
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
($ in 000's) 1999 1998
----------- -------------
ASSETS
<S> <C> <C>
Current assets:
Cash and equivalents $13,234 $15,433
Accounts receivable, less allowance of
$1,307 and $1,005 24,122 22,743
Inventories:
Raw materials and work in process 12,649 9,222
Finished goods 6,321 6,955
------- -------
Total inventories 18,970 16,177
Prepaid expenses and other 1,660 1,532
Deferred income taxes 1,685 1,685
------- -------
Total current assets 59,671 57,570
Property, plant and equipment, net 19,372 19,945
Goodwill 9,793 9,923
Patents, net 127 139
Other assets 181 191
------- -------
TOTAL ASSETS $89,144 $87,768
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
($ in 000's, except share data) 1999 1998
----------- -------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term obligations $ 252 $ 271
Accounts payable 8,472 9,301
Other current liabilities 6,644 6,231
-------- --------
Total current liabilities 15,368 15,803
Long-term obligations 771 801
Deferred income taxes 1,727 1,727
Minority interest 524 534
-------- --------
Total liabilities 18,390 18,865
-------- --------
Shareholders' equity:
Preferred stock, $1 par value - 100,000 shares
authorized; none issued -- --
Common stock, without par value - 15,000,000 shares
authorized; 6,125,200 and 6,125,200 shares issued and
outstanding 16,059 16,059
Accumulated translation adjustment (300) (397)
Retained earnings 54,995 53,241
-------- --------
Total shareholders' equity 70,754 68,903
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 89,144 $ 87,768
======== ========
</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)
1999 1998
<S> <C> <C>
Net sales $45,321 $46,068
Cost of products sold 36,929 37,571
------- -------
Gross profit 8,392 8,497
Selling, general and
administrative expenses 5,684 6,165
------- -------
Operating income 2,708 2,332
Interest income, net 152 67
Other expense, net (19) (128)
------- -------
Income before income taxes 2,841 2,271
Provision for income taxes 1,087 910
------- -------
Net income $1,754 $1,361
======= =======
Basic net income per share of common stock $0.29 $0.22
======= =======
Diluted net income per share of common stock $0.28 $0.22
======= =======
Weighted average basic shares 6,125 6,237
------- -------
Weighted average diluted shares 6,207 6,294
------- -------
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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DURAKON INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31,
(UNAUDITED)
<TABLE>
<CAPTION>
($ in 000's) 1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,754 $ 1,361
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,364 1,479
Increase (decrease) in minority interest, net (10) 63
Net increase other assets 10 --
Net (increase) decrease in deferred income -- 75
Increase (decrease) due to changes in operating assets and liabilities:
Accounts receivable (1,379) 584
Inventories (2,793) (2,672)
Prepaid expenses and other current assets (128) 91
Accounts payable (829) (215)
Accrued expenses and other current liabilities 409 (158)
-------- --------
Net cash provided by (used in) operating activities (1,602) 608
-------- --------
Cash flows used in investing activities:
Purchases of property, plant and equipment (646) (787)
-------- --------
Net cash used in investing activities (646) (787)
Cash flows used in financing activities:
Repayment of long-term debt (49) (10)
Repurchase of common stock -- (357)
-------- --------
Net cash used in financing activities (49) (367)
-------- --------
Effect of exchange rate changes on cash 97 (31)
-------- --------
Cash and cash equivalents:
Decrease for the period (2,200) (577)
Balance, beginning of period 15,434 7,907
-------- --------
Balance, end of period $ 13,234 $ 7,330
======== ========
</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 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 March 31, 1999, and the results of operations and cash flows for
the three month periods ended March 31, 1999 and 1998.
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 $8.1 million at March 31, 1999. The Company has
incurred no material losses under these agreements.
Note 3
Other comprehensive income is comprised of foreign currency translation
adjustments. The Company's total comprehensive earnings were as follows ($ in
000's):
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
1999 1998
------- -------
<S> <C> <C>
Net income $ 1,754 $ 1,361
Other comprehensive income/(loss) 97 (31)
------- -------
Total comprehensive income $ 1,851 $ 1,330
======= =======
</TABLE>
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DURAKON INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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)
1999 1998
---------- ----------
<S> <C> <C>
Net income used for both "basic" and
"diluted" EPS calculation $ 1,754 $ 1,361
Denominator:
Weighted average shares outstanding for the
Period - used for "basic" EPS calculation 6,125,200 6,236,589
Weighted average options outstanding for the
Period 81,934 57,028
---------- ----------
Weighted average shares outstanding for the
Period - used for "diluted" EPS calculation 6,207,134 6,293,617
========== ==========
</TABLE>
There were 210,000 and 247,500 options outstanding for the three months ended
March 31, 1999 and 1998, 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 The Company has identified two operating segments: Vehicle
Accessories, and Towing & Recovery. Segment selection was based upon internal
organizational structure, the way in which these operations are managed and
their performance evaluated by management and our Board of Directors, and
materiality considerations. Segment detail is summarized as follows ($ in
000's):
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------------
1999 Vehicle Towing &
Accessories Recovery Total
----------- -------- -----
<S> <C> <C> <C>
Revenues $20,228 $25,093 $45,321
Operating income 1,717 991 2,708
Total Assets 63,484 25,660 89,144
<CAPTION>
1998 Vehicle Towing &
Accessories Recovery Total
----------- -------- -----
<S> <C> <C> <C>
Revenues $23,295 $22,773 $46,068
Operating income 1,890 442 2,332
Total Assets 58,871 24,906 83,777
</TABLE>
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DURAKON INDUSTRIES, INC.
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Net Sales ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
--------------------------------------------
1999 1998 % Increase/(Decrease)
------- ------- ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $20,228 $23,295 (13)%
Towing & Recovery 25,093 22,773 10 %
------- ------- -------
Total $45,321 $46,068 (2)%
======= ======= =======
</TABLE>
Net sales of $45,321 for the three months ended March 31, 1999 were
$747 or 2% below net sales for the same period 1998.
Net sales in the Vehicle Accessories segment decreased $3,067 or 13% in
the first quarter of 1999 compared to the first quarter in 1998. Bedliner unit
sales were 5% below the first quarter of 1998. Aftermarket unit volume increased
2%, which was offset by a 10% decrease in Domestic-OEM and a 15% decrease in
international unit volume. The decrease in domestic OEM unit sales was primarily
due to the loss of a GM program partially offset by a 40% increase in Ford-OEM.
The decrease in international unit sales was due to the weak economy in Brazil.
Bedliners average net selling price remained even with first quarter last year.
Net sales in the Towing & Recovery segment increased by $2,320 or 10%
in the first quarter compared to the first quarter in 1998. The increase
represents a 14% increase in sales of equipment due to expanded distribution
base. Average net selling price on equipment sales increased by 3% compared to
the prior year.
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Gross Margin ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
--------------------------------------------
1999 1998 % Increase/(Decrease)
------ ------ ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $5,316 $6,009 (11%)
Towing & Recovery 3,076 2,488 24%
------ ------ -----
Total $8,392 $8,497 (1%)
====== ====== =====
</TABLE>
Gross margin for the quarter ending March 31, 1999 was $8,392, down
$105 from the same period last year. The consolidated gross margin percent
remained even with the first quarter of 1998 at 18%.
In the Vehicle Accessories segment, gross margin for the quarter was
$5,316, down $693 from the corresponding period in 1998. Gross margin as a
percentage of net sales remained even with the first quarter 1998 at 26%. The
stable gross margin percentage was primarily due to favorable raw material costs
offset by lower other product sales due to the divestiture of Duraliner USA.
In the Towing & Recovery segment, gross margin for the quarter was
$3,076, up $588 from the corresponding period in 1998. As a percentage of net
sales, gross margin was 12% compared to 11% in the prior year. The increase in
gross margin was attributable to increased sales volume which allows a more
favorable absorption of fixed overhead and a lower portion of sales of truck
chassis in 1999; truck chassis carry a significantly lower gross margin than
manufactured equipment.
Selling, General and Administrative Expenses ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
------------------------------------------
1999 1998 % Increase/(Decrease)
------ ------ ---------------------
<S> <C> <C> <C>
Segments:
Vehicle Accessories $3,599 $4,119 (13%)
Towing & Recovery 2,085 2,046 2%
------ ------ ------
Total $5,684 $6,165 ( 8%)
====== ====== ======
</TABLE>
Selling, general and administrative expenses (SG&A) were $5,684 for the
first quarter of 1999, a decrease of 8% from the first quarter of 1998. As a
percentage of net sales, SG&A expenses were approximately 13% for both years.
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In the Vehicle Accessories segment, SG&A decreased $520 or 13% from the
first quarter in 1998. The decrease in SG&A was due to the divestiture of ten
Duraliner USA locations in 1998 partially offset by additional expense in 1999
for doubtful accounts and engineering costs related to a new product program for
General Motors. As a percentage of net sales, SG&A remained even with 1998 at
18%.
In the Towing & Recovery segment, SG&A expenses were $2,085 in the
first quarter, an increase of $39 or 2% above the same period in 1998 due to
normal increases in selected operating expenses.
Operating Income ($ in 000's)
<TABLE>
<CAPTION>
Three Months Ended March 31:
------------------------------------------
1999 1998 % Increase/(Decrease)
------ ------ ---------------------
Segments:
<S> <C> <C> <C>
Vehicle Accessories $1,717 $1,890 ( 9)%
Towing & Recovery 991 442 124%
------ ------ ------
Total $2,708 $2,332 16%
====== ====== ======
</TABLE>
Operating income was $2,708 for the first quarter of 1999, up 16% from
the same period last year. As a percentage of net sales, operating income was 6%
compared to 5% in 1998.
In the Vehicle Accessories segment, operating income was down $173 or
9% compared to the first quarter in 1998, but as a percentage of net sales was
up 0.4%. The slight change from prior year was due to favorable raw material
cost and lower SG&A due to the divestiture of Duraliner USA offset by lower
other product sales, increased doubtful accounts reserves and engineering costs
associated with new GM project.
Operating income in the Towing & Recovery segment, operating income was
up $549 or 124% compared to the first quarter in 1998. The increase in operating
income was due higher sales offset by marginally higher SG&A expenses.
For the first quarter of 1999, net interest income was $152 versus $67
for the same period last year. Interest income on invested cash was higher than
the first quarter 1998 due to an increase in average cash balances.
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<PAGE> 13
Net other expense was $19 in the first quarter ended March 31, 1999,
compared to $128 in the first quarter of 1998. The decrease in net other expense
was primarily due to decreased minority interest at the Company's foreign
majority-own subsidiary.
The provision for income taxes reflects an effective tax rate of
approximately 39% for the first quarter ended March 31, 1999, compared to 40%
for the same period in 1998. The 1999 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.
LIQUIDITY AND CAPITAL RESOURCES
In the first quarter 1999, cash provided by operating activities was a
deficit of $1,602 versus cash provided of $608 in the first quarter of 1998. 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 and an increase
in accounts receivable in the vehicle accessory segment due to divestiture of
Duraliner USA in 1998. 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
March 31, 1999.
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
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<PAGE> 14
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 has older software with Year 2000 compliant programs and
systems.
Although the timing of 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 all of the
modifications and replacements will be in place before the end of second quarter
of 1999.
Given the information available at this time, management currently
anticipates that the amount the Company will have to spend to modify or replace
software in order to remediate the Year 2000 issue should not have a materially
adverse effect on the Company's liquidity or results of operations. The Company
incurred approximately $.7 million and committed to $.5 million capital lease in
1998 relating to the assessment and implementation of the Year 2000 compliant
programs and systems, and estimates the Company will not spend more than $1.7
million for Year 2000 remediation. At March 31, 1999 the Vehicle Accessories
segment was substantially complete and the Towing and Recovery segment was
finalizing completion with the Year 2000 implementation.
The Company does not currently have contingency plans in place. Such
contingency plans will be developed in the second quarter, should the current
implementation plans fall behind schedule. 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 compliant. While the Company
plans to validate supplier representations, it cannot be sure that its efforts
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
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assessments, implements and tests all remediation plan, 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 materially
adverse consequences or business interruptions to the Company.
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PART II - OTHER INFORMATION
Item 6 (b) Exhibits and reports on form 8-K
The company filed a form 8-K on February 12, 1999.
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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, 1999
/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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<PAGE> 18
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 13,234
<SECURITIES> 0
<RECEIVABLES> 24,122
<ALLOWANCES> 1,307
<INVENTORY> 18,970
<CURRENT-ASSETS> 59,671
<PP&E> 19,372
<DEPRECIATION> 30,675
<TOTAL-ASSETS> 50,047
<CURRENT-LIABILITIES> 15,368
<BONDS> 0
0
0
<COMMON> 16,059
<OTHER-SE> 54,695
<TOTAL-LIABILITY-AND-EQUITY> 89,144
<SALES> 45,321
<TOTAL-REVENUES> 45,321
<CGS> 36,929
<TOTAL-COSTS> 42,613
<OTHER-EXPENSES> 19
<LOSS-PROVISION> 473
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,841
<INCOME-TAX> 1,087
<INCOME-CONTINUING> 1,754
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,754
<EPS-PRIMARY> .29
<EPS-DILUTED> .28
</TABLE>
