-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GiFJFOnsq8Idgk4ifZm2UzPNulQ3ZEoS6zA40VhouN/WSGGGH3q2VcEy+9nlnhKa I1vGudoFZ9+hjJOevURo2w== 0000026987-96-000013.txt : 19960925 0000026987-96-000013.hdr.sgml : 19960925 ACCESSION NUMBER: 0000026987-96-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960918 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960924 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DDL ELECTRONICS INC CENTRAL INDEX KEY: 0000026987 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 330213512 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08101 FILM NUMBER: 96633843 BUSINESS ADDRESS: STREET 1: 2151 ANCHOR COURT CITY: NEWBURY PARK STATE: CA ZIP: 91320 BUSINESS PHONE: 805-376-94 MAIL ADDRESS: STREET 1: 2151 ANCHOR COURT CITY: NEWBURY PARK STATE: CA ZIP: 91320 FORMER COMPANY: FORMER CONFORMED NAME: DATA DESIGN LABORATORIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DATA DESIGN LABORATORIES DATE OF NAME CHANGE: 19880817 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 1996 _____________________ Exact Name of Registrant as Specified in Its Charter: DDL ELECTRONICS, INC. ______________________________ DELAWARE 1-8101 33-0213512 _____________________________ ____________ _____________ State or Other Jurisdiction of Commission I.R.S. Employer Incorporation or Organization File Number Identification No. Address of Principal Executive Offices: 2151 Anchor Court Newbury Park, CA 91320 _________________________ Registrant's Telephone Number, Including Area Code: (805) 376-9415 _________________________ Former Name or Former Address, if Changed Since Last Report: Not applicable _________________________ Item 5. Other Events. On September 18, 1996, DDL Electronics, Inc. issued a press release announcing its financial results for the fiscal year ended June 30, 1996. Item 7. Financial Statements and Exhibits. Exhibit Description _______ ____________ 99.1 Press release dated September 18, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DDL ELECTRONICS, INC. September 24, 1996 /s/ Richard K. Vitelle _________________________________ ___________________________________ Date Richard K. Vitelle Vice President -Finance (Principal Financial Officer) EX-99 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE __________________________ From: DDL ELECTRONICS, INC. Contact: Rick Vitelle 2151 Anchor Court Chief Financial Officer Newbury Park, California 91320 (805) 376-9415 ext. 142 DDL ELECTRONICS REPORTS FISCAL 1996 RESULTS ___________________________________________ Stockholders' Equity at Highest Level in Nearly Five Years __________________________________________________________ NEWBURY PARK, September 18, 1996 -- DDL Electronics, Inc. (NYSE-DDL) announced results today for its fiscal year and fourth quarter ended June 30, 1996. For fiscal 1996, revenues were $33,136,000, an increase of 60% over pro forma revenues for fiscal 1995 of $20,760,000. Pro forma results exclude A.J. Electronics ("A.J.") and Aeroscientific Corp. ("Aero"), which were sold during fiscal 1995. The increase results from DDL's acquisition of SMTEK, Inc. in January 1996 and from increased sales at DDL Electronics Ltd. ("DDL-E"). Net income for fiscal 1996 was $1,598,000 or $0.09 per share, compared to a net loss of $323,000 or ($0.02) per share for fiscal 1995 (on a pro forma basis excluding A.J. and Aero). Results for each year include an extraordinary gain of approximately $2.4 million arising from negotiated debt reductions. Revenues for the fiscal 1996 fourth quarter were $10,414,000 compared to $6,903,000 for the fourth quarter of last year. The increase results from inclusion of SMTEK's operations in DDL's consolidated results in the latest quarter. In the final quarter of fiscal 1996, DDL incurred a net loss of $1,089,000 or ($0.05) per share, compared to a net loss of $1,816,000 or ($0.11) per share in last year's fourth quarter. The loss in the fiscal 1996 fourth quarter results primarily from goodwill amortization and interest expense associated with the debt issued to finance the SMTEK acquisition. In commenting on progress in the latest year, Gregory L. Horton, President and CEO, stated: "DDL's balance sheet was strengthened considerably during fiscal 1996. We finished the year with over $5 million of stockholders' equity, the highest amount in nearly five years. Our efforts are now directed toward increasing revenues and profitability by aggressively marketing our existing manufacturing capacity in the U.S. and Europe, and by acquiring additional companies to expand our presence in the electronic manufacturing services industry." Commenting on his outlook for the current year, Mr. Horton said: "Bookings and bidding activity have improved dramatically in the first two months of fiscal 1997. At the end of August, DDL's operating units had total backlog in excess of $22 million, which bodes well for improved operating performance in fiscal 1997. SMTEK just booked a $5.8 million order, and is on track to achieve record revenues this year. SMTEK will be included in DDL's consolidated results for all of fiscal 1997, compared to only the second half of fiscal 1996. DDL-E, the Company's contract assembly operation in the U.K., is making strong progress toward achieving its fiscal 1997 revenue target of $20 million, which would be a 50% increase over its fiscal 1996 revenues. Also encouraging is the fact that the European PCB industry is emerging from a five month downturn. Irlandus Circuits weathered this storm fairly well, and is well positioned to benefit from the expected upturn." Irlandus recently initiated a program of targeted process improvements to further strengthen its technological capability and to reduce operating costs. Management expects that the bulk of the planned capital expenditures under this program will be funded by finance leases. DDL Electronics, Inc., headquartered in Newbury Park, California, provides customized, integrated electronic manufacturing services to original equipment manufacturers (OEMs) in the computer, telecommunications, instrumentation, medical, industrial and aerospace industries. The foregoing statements that refer to the Company's forecasts and anticipated future plans are forward looking and reflect the Company's current expectations. Such statements involve various risks and uncertainties that could cause actual results to differ materially from those forecast in the statements. Factors that might cause such differences would include, without limitation, the factors described as "Risk Factors" in the Company's Registration Statement on Form S-3 on file with the Securities and Exchange Commission. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In thousands except per share amounts) Three months ended June 30, Year ended June 30, --------------- ---------------------------- (Unaudited) Pro forma 1996 1995 1996 1995 1995 (A) ------ ------ ------ ------ ------ Revenues $ 10,414 $ 6,903 $ 33,136 $ 29,576 $ 20,760 Costs and expenses: Cost of goods sold 9,509 5,887 29,494 26,516 17,924 Administrative and selling 1,238 2,351 4,175 6,497 5,062 Goodwill amortization 317 - 634 - - Restructuring charges - 360 - 1,533(B) - 11,064 8,598 34,303 34,546 22,986 Operating loss (650) (1,695) (1,167) (4,970) (2,226) Gain (loss) on sale of assets - (57) - 3,317(C) - Interest expense (518) (116) (1,192) (883) (708) Other income, net 79 52 491 170 170 Loss before income taxes (1,089) (1,816) (1,868) (2,366) (2,764) Income tax benefit - - 1,110(D) - - Loss before extraordinary item (1,089) (1,816) (758) (2,366) (2,764) Extraordinary item - - 2,356(E) 2,441(F) 2,441 Net income (loss) $ (1,089) $ (1,816) $ 1,598 $ 75 $ (323) Earnings (loss) per share: Income (loss) before extraordinary item $(0.05) $(0.11) $(0.04) $(0.15) $(0.17) Extraordinary item - - 0.13 0.15 0.15 $(0.05) $(0.11) $0.09 $ - $(0.02) Average shares (in 000s) 22,194 16,523 18,807 15,971 15,971 (A) Pro forma results are presented to show continuing operations excluding Aeroscientific Corp. and A.J. Electronics, which were disposed of during the first half of fiscal year ended June 30, 1995. (B) Represents liquidation and disposal costs for A.J. Electronics. (C) Represents a gain on the sale of Aeroscientific Corp.'s assets in December 1994. (D) Represents tax refunds received for the carryback of net operating losses. (E) Represents an extraordinary gain for the negotiated reduction of obligations under several consulting and deferred fee arrangements with former officers, key employees and directors of the Company. (F) Represents an extraordinary gain realized on the extinguishment of a bank loan. CONDENSED CONSOLIDATED BALANCE SHEET (In thousands) June 30, June 30, 1996 1995 ------ ------ Current assets: Cash and cash equivalents $ 2,519 $ 2,917 Accounts receivable 5,670 3,600 Costs and estimated earnings in excess of billings on uncompleted contracts 2,976 - Inventories 4,014 2,188 Prepaid expenses and deposits 314 171 Total current assets 15,493 8,876 Property, plant and equipment, net 5,917 3,309 Goodwill 5,708 - Other assets 969 405 $ 28,087 $ 12,590 Current liabilities: Current portion of long-term debt $ 603 $ 633 Accounts payable 7,484 5,283 Other current liabilities 3,892 2,988 Total current liabilities 11,979 8,904 Long-term debt 10,935 7,030 Stockholders' equity (deficit) 5,173 (3,344) $ 28,087 $ 12,590 -----END PRIVACY-ENHANCED MESSAGE-----