-----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, KJtEH3VTZKhrMJeqbYGgqcjD4CVLrwcW3rTYh4nsrVO5YgT3I6ymDCLqhcc/t9WP kxjDy5M0cutgMDNrSbQGZQ== 0000950009-96-000243.txt : 19960517 0000950009-96-000243.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950009-96-000243 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOUGLAS & LOMASON CO CENTRAL INDEX KEY: 0000029854 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 380495110 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-00627 FILM NUMBER: 96565303 BUSINESS ADDRESS: STREET 1: 24600 HALLWOOD CT CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 BUSINESS PHONE: 3134787800 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 1996 ( ) 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 0-627 Douglas & Lomason Company (exact name of registrant as specified in its charter) Michigan 38-0495110 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 24600 Hallwood Court, Farmington Hills, Michigan 48335-1671 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (810) 478-7800 Former name, former address and former fiscal year, if changed since last year: Same 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 and (2) has been subject to such filing requirements for the past 90 days. YES__X__ NO___ CLASS OUTSTANDING AT MAY 15, 1996 Common stock, $2 par value 4,243,021
DOUGLAS & LOMASON COMPANY Consolidated Condensed Balance Sheets (in thousands) March 31 December 31 1996 1995 -------- ----------- ASSETS Current assets: Cash $ 518 $ 4,587 Accounts receivable 104,149 93,486 Inventories Raw materials 11,970 10,562 Work in process and finished goods 17,114 15,520 -------- -------- 29,084 26,082 Prepaid expenses and other current assets 5,399 7,618 -------- -------- 139,150 131,773 Property, plant and equipment, net 75,558 76,164 Intangibles 37,301 38,179 Other non-current assets 23,027 22,773 -------- -------- Total assets $275,036 $268,889 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt $ 4,963 $ 4,775 Accounts payable and accrued expenses 74,470 80,944 ------- ------- Total current liabilities 79,433 85,719 Long-term debt, less current maturities 78,986 69,113 Postretirement benefits other than pensions 8,906 8,598 Other liabilities and deferred credits 18,722 19,112 Shareholders' equity Preferred stock No par value, authorized 500,000 shares, issued - none Common stock Par value $2 per share authorized 10,000,000 shares; issued and outstanding 4,243,021 shares in 1996 and 1995 8,486 8,486 Other capital 28,088 28,088 Retained earnings 57,145 54,543 Foreign currency translation adjustment (4,730) (4,770) ------- ------- Total shareholders' equity 88,989 86,347 ------- ------- Total liabilities and shareholders' equity $275,036 $268,889 ======= =======
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DOUGLAS & LOMASON COMPANY Consolidated Condensed Statements of Income (in thousands, except per share data) Three Months Ended March 31 ------------------------ 1996 1995 ---------- ---------- Net sales $ 142,831 $ 155,058 Cost of sales 131,586 143,760 ---------- ---------- Gross profit 11,245 11,298 Selling, general and administrative expense 7,105 6,062 ---------- ---------- Operating income 4,140 5,236 Other income (expenses): Interest expense, net (1,564) (696) Interest income and other 1,066 216 ---------- ---------- (498) (480) Earnings before provision for income taxes 3,642 4,756 Income tax expenses 615 1,375 ---------- ---------- Net earnings $ 3,027 $ 3,381 ========== ========== Net earnings per share $ .71 $ .80 ========== ========== Weighted average number of shares 4,243,021 4,235,103 ========== ==========
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DOUGLAS & LOMASON COMPANY Consolidated Condensed Statements of Cash Flows (in thousands) Three Months Ended March 31 ---------------------- 1996 1995 --------- ------- Cash flows from operating activities: Net earnings $ 3,027 $ 3,381 Depreciation 3,139 3,011 Postretirement benefits other than pensions Changes in operating assets and liabilities: Decrease (increase) in accounts receivable (11,007) 4,783 Increase in inventories (3,002) (476) Decrease (increase) in prepaid expenses and other assets 2,843 (2,247) Decrease in accounts payable, and accrued expenses (6,022) (9,533) Decrease in other liabilities (82) (34) -------- ------- Net cash provided (used) by operating activities (11,104) (1,115) -------- ------- Cash flows from investing activities: Proceeds from the sale of property, plant and equipment -- 61 Acquisition of property, plant and equipment (2,585) (3,416) -------- ------- Net cash used by investing activities (2,585) (3,355) -------- ------- Cash flows from financing activities: Proceeds from long-term borrowings, net 11,555 2,000 Repayment of long-term debt (1,494) (1,774) Proceeds from exercised stock options, net --- 122 Dividends paid (425) (424) -------- ------- Net cash provided (used) by financing activities 9,636 (76) -------- ------- Effect of translation on cash (16) (670) -------- ------- Decrease in cash (4,069) (5,216) Cash at beginning of year 4,587 6,532 -------- ------- Cash at end of quarter $ 518 $ 1,316 ======== =======
4 DOUGLAS & LOMASON COMPANY Notes to Consolidated Condensed Financial Statements 1. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of March 31, 1996 and 1995, and the results of operations for the three months then ended, and cash flow for the three months then ended, subject to year end audit adjustments. 2. On June 8, 1995, the Company acquired the stock of Bestop, Inc. ("Bestop"). Bestop is the leading designer and manufacturer in North America of soft tops and accessories for small sport utility vehicles. Bestop sells its products domestically and internationally to original equipment manufacturing (OEM) companies and in the aftermarket. The purchase agreement required a purchase price of approximately $43,952,000. The acquisition has been accounted for in accordance with the purchase method of accounting. Had the acquisition of Bestop, Inc. occurred as of January 1, 1995, revenues, net income and earnings per share would have been as follows: Three Months Ended March 31 ------------------ (in 000's except for per share data) 1996 1995 ---- ---- Revenues $142,831 $170,917 Net Earnings $ 3,027 $ 3,238 Net Earnings Per Share $ .71 $ .76 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources At March 31, 1996, the Company had working capital of $59.7 million and available borrowings of $16.0 million on a $60.0 million revolver credit agreement with two banks. The increase of $10.7 million at March 31, 1996 in accounts receivable compared to December of 1995 is attributable to the significantly higher sales in March of 1996. Funds from borrowings, $10.0 million, and cash of $4.0 million provided the necessary cash for operations of $11.1 and capital expenditures of $2.6 million during the first quarter of 1996. Capital expenditures in 1996 are anticipated to be approximately $15.0 million. Results of Operations Net Sales Net sales for the three months ended March 31, 1996 of $142.8 million decreased $12.2 million from net sales of $155.0 million for the three months ended March 31, 1995. This decrease is primarily attributable to the well publicized labor dispute at General Motors and Ford's two week shutdown in January 1996 of its Contour and Mystique car lines. Cost of Sales The cost of sales as a percentage of sales decreased to 92.1% for the three month period ended March 31, 1996, compared to 92.7% in the same period of 1995. This improvement in gross margin was generated principally by continuing value analysis and value engineering efforts to reduce costs by implementing new processes and techniques. Selling, General and Administrative Expenses Selling, general and administrative expenses for the three month period ended March 31, 1996, increased to $7.1 million, an increase of $1.0 million from the 1995 first quarter expenses of $6.1 million. The consolidation of selling, general and administrative expenses of Bestop, Inc. for the 1996 first quarter was $1.8 million, which accounts for the entire increase. Interest Expense Interest expense in the first quarter of 1996 of $1.6 million increased $.9 million from the same quarter of 1995. Higher debt levels in 1996 of approximately $46.0 million, primarily related to the Bestop acquisition is the principal explanation for the increase in interest expense. Net Earnings Net earnings of $3.0 million ($.71 per share) were down $.4 million compared to the $3.4 million earnings ($.80 per share) in the first quarter of 1995. This decrease is attributable to the lower sales levels in the first three months of 1996. Financial Condition The balance sheet remains strong at the end of the first quarter of 1996. The current ratio was 1.8 to 1 and the ratio of debt to total capitalization was .46 to 1.0 at March 31, 1996. 6 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K There were no reports on Form 8-K filed by the Registrant during the first quarter of 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. DOUGLAS & LOMASON COMPANY (Registrant) Date: May 15, 1996 /s/ James J. Hoey ----------------- -------------------------- James J. Hoey Senior Vice President & Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 7 EX-27 2 ART. 5 FDS FOR 1ST QUARTER 10-Q
5 1,000 3-MOS DEC-31-1996 MAR-31-1996 $ 518 0 104149 0 29084 139150 180312 104754 275036 79433 83949 8486 0 0 80503 275036 142831 142831 131586 131586 7105 0 1564 3642 615 3642 0 0 0 3027 .71 0
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