UNITED STATESSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2005
OR
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
Commission file number 0-8328
DYNAMIC MATERIALS CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware
84-0608431
(State of Incorporation or Organization)
(I.R.S. Employer Identification No.)
5405 Spine Road, Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 665-5700
(Registrant’s telephone number, including area code)
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 under the Act). Yes o No ý
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Act). Yes o No ý
The number of shares of Common Stock outstanding was 11,726,224 as of October 31, 2005.
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. In particular, we direct your attention to Part I Item 1- Financial Statements, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3 - Quantitative and Qualitative Disclosures About Market Risk. We intend the forward-looking statements throughout this quarterly report on Form 10-Q and the information incorporated by reference herein to be covered by the safe harbor provisions for forward-looking statements. Statements contained in this report which are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. All projections and statements regarding our expected financial position and operating results, our business strategy, our financing plans and the outcome of any contingencies are forward-looking statements. These statements can sometimes be identified by our use of forward-looking words such as “may”, “believe”, “plan”, “anticipate”, “estimate”, “expect”, “intend” and other phrases of similar meaning. The forward-looking information is based on information available as of the date of this quarterly report and on numerous assumptions and developments that are not within our control. Although we believe that our expectations as expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Factors that could cause actual results to differ materially include, but are not limited to, the following: the ability to obtain new contracts at attractive prices; the size and timing of customer orders; fluctuations in customer demand; competitive factors; the timely completion of contracts; any actions which may be taken by SNPE as the controlling shareholder of Dynamic Materials Corporation (“DMC” or the “Company”) with respect to the Company and our businesses; the timing and size of expenditures; the timely receipt of government approvals and permits; the adequacy of local labor supplies at our facilities; the availability and cost of funds; and general economic conditions, both domestically and abroad. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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INDEX
PART 1 - FINANCIAL INFORMATION
Item 1 – Condensed Consolidated Financial Statements
Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004
Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and 2004 (unaudited)
Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2005 (unaudited)
Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004 (unaudited)
Notes to Condensed Consolidated Financial Statements (unaudited)
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Item 4 - Controls and Procedures
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 - Defaults Upon Senior Securities
Item 4 - Submission of Matters to a Vote of Security Holders
Item 5 - Other Information
Item 6 - Exhibits
Signatures
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Part I - FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
DYNAMIC MATERIALS CORPORATION & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
September 30,
December 31,
2005
2004
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
1,368
2,404
Accounts receivable, net of allowance for doubtful accounts of $384 and $280, respectively
14,109
13,936
Inventories
12,577
8,000
Prepaid expense and other
2,071
527
Current portion of other receivables
—
943
Current deferred tax assets
429
436
Total current assets
30,554
26,246
PROPERTY, PLANT AND EQUIPMENT
22,043
20,832
Less - Accumulated depreciation
(9,857
)
(8,988
Property, plant and equipment, net
12,186
11,844
GOODWILL, net of accumulated amortization of $234
847
DEFERRED TAX ASSETS
896
OTHER ASSETS, net
113
171
OTHER RECEIVABLES
681
753
ASSETS OF DISCONTINUED OPERATIONS
3,808
3,892
TOTAL ASSETS
49,085
43,753
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
6,080
6,041
Accrued expenses
3,979
3,287
Customer advances
1,387
1,232
Bank lines of credit
3,216
Related party debt
36
2,001
Current maturities on long-term debt
529
1,185
Total current liabilities
12,011
16,962
LONG-TERM DEBT
2,283
2,906
DEFERRED TAX LIABILITIES
1,412
729
OTHER LONG-TERM LIABILITIES
202
206
LIABILITIES OF DISCONTINUED OPERATIONS
2,880
Total liabilities
18,788
23,683
STOCKHOLDERS’ EQUITY:
Preferred stock, $.05 par value; 4,000,000 shares authorized; no issued and outstanding shares
Common stock, $.05 par value; 15,000,000 shares authorized; 5,863,112 and 5,320,438 shares issued and outstanding, respectively
293
266
Additional paid-in capital
18,748
13,617
Retained earnings
10,648
4,887
Other cumulative comprehensive income
608
1,300
Total stockholders’ equity
30,297
20,070
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
5
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(Dollars in Thousands, Except Per Share Data)
Three months endedSeptember 30,
Nine months endedSeptember 30,
NET SALES
20,238
12,070
56,124
34,215
COST OF PRODUCTS SOLD
13,970
8,820
39,990
25,862
Gross profit
6,268
3,250
16,134
8,353
COSTS AND EXPENSES:
General and administrative expenses
1,020
2,726
2,102
Selling expenses
849
774
2,845
2,471
Total costs and expenses
1,869
1,303
5,571
4,573
INCOME FROM OPERATIONS OF CONTINUING OPERATIONS
4,399
1,947
10,563
3,780
OTHER INCOME (EXPENSE):
Other income (expense)
(8
(5
9
Interest expense
(65
(117
(233
(351
Interest income
6
22
18
INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS
4,328
1,831
10,361
3,449
INCOME TAX PROVISION
1,176
696
3,445
1,343
INCOME FROM CONTINUING OPERATIONS BEFORE DISCONTINUED OPERATIONS
3,152
1,135
6,916
2,106
DISCONTINUED OPERATIONS:
Loss from operations of discontinued operations, net of tax
(133
(783
Loss on sale of discontinued operations, net of tax
(168
(787
Loss from discontinued operations
(301
(1,570
NET INCOME
834
536
INCOME PER SHARE - BASIC:
Continuing operations
0.54
0.22
1.24
0.41
Discontinued operations
(0.06
(0.31
Net income
0.16
0.10
INCOME PER SHARE - DILUTED:
0.52
0.21
1.15
0.40
(0.05
(0.29
0.11
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING -
Basic
5,824,251
5,122,225
5,570,697
5,106,287
Diluted
6,067,571
5,416,542
6,014,281
5,392,441
DIVIDENDS PER COMMON SHARE
0.20
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
(Amounts in Thousands)
Other
Additional
Cumulative
Comprehensive
Common Stock
Paid-In
Retained
Income for
Shares
Amount
Capital
Earnings
Income
Total
the Period
Balances, December 31, 2004
5,320
Shares issued for stock option exercises
338
17
1,419
1,436
Shares issued in connection with the employee stock purchase plan
45
Annual dividend paid
(1,155
Conversion of subordinated note
200
10
1,190
1,200
Tax benefit related to exercise of stock options
2,477
Change in cumulative foreign currency translation adjustment
(692
Balances, September 30, 2005
5,863
6,224
7
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations
Adjustments to reconcile income from continuing operations to net cash provided by operating activities -
Depreciation
1,122
1,015
Amortization
Amortization of capitalized debt issuance costs
33
61
Provision for deferred income taxes
(171
1,265
Change in -
Accounts receivable, net
(1,003
(1,883
(5,126
(3,599
(1,585
477
421
2,934
Accrued expenses and other liabilities
1,450
471
Net cash flows provided by operating activities
4,544
2,857
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment received on other receivables
1,016
105
Acquisition of property, plant and equipment
(1,966
(899
Change in other non-current assets
218
(15
Net cash flows used in investing activities
(732
(809
8
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings / (repayments) on bank lines of credit, net
(3,216
1,120
Repayments on related party lines of credit, net
(86
(61
Payment on SNPE, Inc. term loan
(667
Payment on industrial development revenue bond
(745
(690
Payment on term loan with French bank
(366
(355
Payment of dividends
Change in other long-tem liabilities
23
Net proceeds from issuance of common stock to employees and directors
1,481
98
Bank overdraft
357
Net cash flows used in financing activities
(4,731
(194
EFFECTS OF EXCHANGE RATES ON CASH
CASH FLOWS USED IN DISCONTINUED OPERATIONS
(1,807
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(1,036
54
CASH AND CASH EQUIVALENTS, beginning of the period
522
CASH AND CASH EQUIVALENTS, end of the period
576
NON-CASH FINANCING ACTIVITY:
Conversion of SNPE convertible subordinated note into common stock
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Share and Per Share Data)
1. BASIS OF PRESENTATION
The information included in the Condensed Consolidated Financial Statements is unaudited but includes all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements that are included in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2004.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of the Company and each subsidiary in which it has a greater than 50% interest. All significant intercompany accounts, profits and transactions have been eliminated in consolidation.
Foreign Operations and Foreign Exchange Rate Risk
The functional currency for our foreign operations is the applicable local currency for each affiliate company. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated at exchange rates in effect at period-end, and the statements of operations are translated at the average exchange rates during the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. Dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a separate component of stockholders’ equity and are included in other cumulative comprehensive income. Transactions denominated in currencies other than the local currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses which are reflected in income as unrealized (based on period-end translations) or realized upon settlement of the transactions. Cash flows from our operations in foreign countries are translated at actual exchange rates when known, or at the average rate for the period. As a result, amounts related to assets and liabilities reported in the consolidated statements of cash flows will not agree with changes in the corresponding balances in the Consolidated Balance Sheets. The effects of exchange rate changes on cash balances held in foreign currencies are reported as a separate line item below cash flows from financing activities.
Revenue Recognition
Sales of clad metal products and welding services are generally based upon customer specifications set forth in customer purchase orders and require us to provide certifications relative to metals used, services performed and the results of any non-destructive testing that the
customer has requested be performed. Any non-conformance issues are resolved before the product is shipped and billed. Revenue is recognized only when all four of the following criteria have been satisfied: persuasive evidence of an arrangement exists; the price is fixed or determinable; delivery has occurred; and collection is reasonably assured. For contracts that require multiple shipments, revenue is recorded only for the units included in each individual shipment. If, as a contract proceeds toward completion, projected total cost on an individual contract indicates a potential loss, we provide currently for such anticipated loss.
Stock Based Compensation
The Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and related interpretations in accounting for its employee stock options including Statement of Financial Accounting Standard (“SFAS”) No. 148, Accounting for Stock-Based Compensation — Transition and Disclosure (“SFAS 148”). Under APB 25, because the exercise price of the Company’s employee stock options is equal to the market price of the underlying stock on the date of the grant, no compensation expense is recognized. SFAS No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), establishes an alternative method of expense recognition for stock-based compensation awards to employees that is based on fair values. The Company elected not to adopt SFAS 123 for expense recognition purposes.
Pro-forma information regarding net income and earnings per share is required by SFAS 123, and has been determined as if the Company had accounted for its employee stock options and employees stock purchase plan under the fair value method of SFAS 123. The fair value of the options granted was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
Risk-free interest rate
N/A
3.7
%
3.2
Expected lives
4.0 years
Expected volatility
91.1
77.6
Expected dividend yield
0.5
0.0
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price characteristics significantly different from those of traded options. Expected volatility is computed using the Company’s historic stock prices over the preceding four-year period. Because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
No options were granted for the three months ended September 30, 2005 and 2004. For the nine months ended September 30, 2005 and 2004, the weighted average fair value of options granted was $12.85 and $1.99, respectively. For purposes of pro-forma disclosures, the
11
estimated fair value of the options is amortized to expense over the options’ vesting periods. The Company’s pro-forma net income and pro-forma net income per share, as if the Company had used the fair value accounting provisions of SFAS 123, are shown below.
Net income:
As reported
Expense calculated under SFAS 123
(326
(59
(586
(159
Pro forma
2,826
775
6,330
377
Basic net income per common share:
0.49
0.15
1.14
0.07
Diluted net income per common share:
0.47
1.06
0.08
The pro forma net income calculation above reflects $24 and $10 in compensation expense associated with the Employee Stock Purchase Plan for the three and nine months ended September 30, 2005 and 2004, respectively.
Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted EPS recognizes the potential effects of dilutive securities. The following represents a reconciliation of the numerator and denominator used in the calculation of basic and diluted EPS:
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For the three months ended September 30, 2005
Net Income
Per shareAmount
Basic earnings per share
Dilutive effect of options to purchase common stock
243,320
Dilutive effect of convertible subordinated note, net of tax
Dilutive earnings per share
For the three months ended September 30, 2004
94,317
200,000
846
For the nine months ended September 30, 2005
327,101
116,483
6,939
13
For the nine months ended September 30, 2004
86,154
37
573
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which is a revision of SFAS 123. SFAS 123R supersedes APB 25 and amends SFAS 95, Statement of Cash Flows. Generally the approach in SFAS 123R is similar to the approach described in SFAS 123. However, SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. The Company must adopt SFAS 123R no later than January 1, 2006.
The adoption of SFAS 123R, which will occur on January 1, 2006, will result in a reduction of net income. The Company is currently evaluating the significance of the effect that the adoption will have on its financial position and results of operations.
In November 2004, the FASB issued SFAS 151, Inventory Costs, which amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing. This statement requires abnormal amounts of idle facility expense, freight, handling costs and wasted material to be excluded from inventory costing and instead included as period expenses. In addition, this standard requires the allocation of fixed production overhead to be based on normal capacity of the production facilities. The Company does not believe the adoption of this standard on January 1, 2006 will have a significant impact on its results of operations.
In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, which requires the direct effects of voluntary accounting principle changes to be retrospectively applied to prior periods’ financial statements. This Statement does not change the transition provisions of any existing accounting pronouncements, but would apply in the unusual instance that a pronouncement does not include specific transition provisions. SFAS No. 154 maintains existing guidance with respect to accounting estimate changes and corrections of errors. The Statement is effective for the Company beginning on January 1, 2006. Adoption is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
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3. INVENTORY
The components of inventory are as follows at September 30, 2005 and December 31, 2004:
September 30,2005
December 31,2004
Raw materials
5,187
3,619
Work-in-process
7,111
4,049
Supplies
279
332
4. DEBT
Related party debt consists of the following at September 30, 2005 and December 31, 2004:
SNPE S.A line of credit
134
SNPE convertible subordinated note
SNPE term loan
667
Related party debt (all current)
Long-term debt consists of the following at September 30, 2005 and December 31, 2004:
Term loan - French bank
1,047
1,581
Industrial development revenue bonds
1,765
2,510
2,812
4,091
Less current maturities
(529
(1,185
Long-term debt
Conversion of SNPE Convertible Subordinated Note
On June 8, 2005, SNPE, Inc. exercised its conversion rights on the convertible subordinated note it held from the Company. In accordance with the provisions of the note, the $1,200 note was converted into 200,000 shares of common stock of the Company at a conversion rate of $6 per share.
15
Bank Line of Credit
On September 15, 2005, the Company entered into a new $7,500 credit facility with Wells Fargo Bank, National Association (“Bank”). The credit facility, which expires June 30, 2007, replaces the $6,000 credit facility between the Company and Wells Fargo Business Credit Inc., an affiliate of the Bank that terminated concurrently with the signing of the new credit facility. The new credit facility allows for Euro-denominated advances up to a $2,000 equivalent. Dollar-denominated advances bear interest at either the Bank’s prime rate less 0.5% (6.25% as of September 30, 2005) or LIBOR plus 2% (the rate selection is at the Company’s option subject to certain conditions). Euro-denominated advances bear interest at EURIBOR plus 2%. Borrowings on the credit facility are secured by accounts receivable, inventory and any equipment acquired after the date of the agreement. There were no borrowings outstanding on the credit facility as of September 30, 2005.
Loan Covenants and Restrictions
The Company’s existing loan agreements include various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders, redemption of capital stock, incurrence of additional indebtedness, mortgaging, pledging or disposition of major assets, limits on capital expenditures and maintenance of specified financial ratios. As of September 30, 2005, the Company was in compliance with all financial covenants and other provisions of its debt agreements.
5. INCOME TAXES
During the quarter ended September 30, 2005, the Company completed several U.S. tax projects that impacted the tax provision recorded for the three and nine months ended September 30, 2005. The tax provision for the three and nine months ended September 30, 2005 includes U.S. Federal and state tax benefits of approximately $254 relating to tax credits and other attributes identified in connection with these tax projects and claimed on 2004 and amended prior year Federal and state tax returns that were filed during the third quarter. Upon completion of its 2004 and amended prior year tax returns, the Company was able to estimate better the effects that recent divestitures and other changes in its business are expected to have on its 2005 effective state income tax rate and, thus, on its overall consolidated effective income tax rate for the full year 2005, which is currently estimated to approximate 34%.
6. BUSINESS SEGMENTS
DMC is organized in the following two segments: the Explosive Metalworking Group and AMK Welding. The Explosive Metalworking Group uses explosives to perform metal cladding and shock synthesis. The most significant product of this segment is clad metal which is used in the fabrication of pressure vessels, heat exchangers and transition joints used in the petrochemical, refining, hydrometallurgy, aluminum smelting, shipbuilding and other industries. AMK Welding utilizes a number of welding technologies to weld components for manufacturers of jet engines and ground-based turbines.
The accounting policies of both segments are the same as those described in the summary of significant accounting policies. The Company’s reportable segments are strategic business
16
units that offer different products and services and are separately managed. Each segment is marketed to different customer types and requires different manufacturing processes and technologies. Segment information is presented for the three and nine months ended September 30, 2005 and 2004 as follows:
Explosive
Metalworking
AMK
Group
Welding
For the three months ended September 30, 2005:
Net sales
19,188
1,050
Depreciation and amortization
361
415
Income from operations of continuing operations
4,141
258
Unallocated amounts:
Other income
Interest expense, net
(63
Consolidated income before income taxes and discontinued operations
For the three months ended September 30, 2004:
11,342
728
288
342
78
Other expense
(111
For the nine months ended September 30, 2005:
53,402
2,722
989
143
1,132
10,078
485
(211
For the nine months ended September 30, 2004:
32,428
1,787
862
163
1,025
3,736
44
(333
During the three months ended September 30, 2005 sales to one customer represented approximately $2,225 (11%) of total net sales and sales to another customer represented approximately $3,125 (15%) of total net sales. During the three months ended September 30, 2004, and the nine months ended September 30, 2005 and 2004, sales to no one customer accounted for more than 10% of total net sales.
7. COMPREHENSIVE INCOME
DMC’s comprehensive income for the three and nine months ended September 30, 2005 and 2004 was as follows:
Net income for the period
Derivative valuation adjustment
43
Foreign currency translation adjustment
(2
88
(51
Comprehensive income
3,150
922
528
As of September 30, 2005 and December 31, 2004 other cumulative comprehensive income of $608 and $1,300, respectively, consists entirely of cumulative foreign currency translation adjustment.
8. STOCK SPLIT
On September 23, 2005, the Company announced that its Board of Directors had approved a 2-for-1 split of the Company’s common stock. The split was effected as a stock dividend, and was paid to stockholders of record as of the close of business on October 5, 2005. Stockholders as of the record date received one additional share of common stock for each share held. The payment date was October 12, 2005. The stock split increased the number of common
shares issued and outstanding from approximately 5,860,000 shares to approximately 11,720,000 shares.
The Company’s historical earnings per share for the three and nine months ended September 30, 2005 and 2004, on a pro-forma basis assuming the stock split had occurred as of January 1, 2004, would be as follows:
Pro forma earnings per basic common share:
0.27
0.62
(0.03
(0.16
0.05
Pro forma earnings per diluted common share:
0.26
0.58
(0.15
9. DISCONTINUED OPERATIONS
On September 17, 2004, DMC completed the divestiture of its Spin Forge division under an agreement that involved subleasing the Spin Forge real estate and leasing the manufacturing equipment and tooling to a third party. The division’s inventory was sold at carrying value to this third party who also assumed full responsibility for Spin Forge business activities and operating expenses. The Company holds a purchase option on the Spin Forge real estate that allows it to purchase the real estate for $2,880, a price that is below the real estate’s recently appraised value. The value inherent in the real estate purchase option is believed to be significant but was not considered in the calculation of the reported impairment loss on the Spin Forge equipment and tooling due to uncertainties surrounding its ultimate realization.
Assets of discontinued operations are comprised of the following:
Leased manufacturing equipment
928
1,012
Capital lease asset - real estate
Total assets of discontinued operations
19
The Company is receiving rent of $23 per month on the leased manufacturing equipment through the end of the initial lease term, which expires in December 2006. As part of the September 17, 2004 divestiture of Spin Forge, the Company sold inventory totaling approximately $1,700 and the sale of this inventory was reflected in other receivables. As of September 30, 2005, the other receivables balance was $681, which is classified as long term, based upon the agreed upon payment schedule.
Operating results of the discontinued operations for the three and nine months ended September 30, 2005 and 2004 are summarized as follows:
821
1,790
Loss from operations of discontinued operations
(218
(1,284
Tax benefit
85
501
Loss on sale of discontinued operations
(275
(1,290
107
503
10. SUBSEQUENT EVENT
The Company reached an agreement to sell the property purchase option rights associated with its former Spin Forge division to the property owner for $2,300. The transaction is currently scheduled to close in late January 2006.
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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (Dollars in Thousands)
Executive Overview
The business of DMC is organized into two segments: the Explosive Metalworking Group and AMK Welding (“AMK”). The business of the Explosive Metalworking Group has been good, and, based on its current backlog, should continue to be good for the foreseeable future. In addition, while AMK incurred a loss in the first quarter of 2005, business volume improvements that were expected have now taken place, and AMK’s prospects look good. DMC’s consolidated sales for the nine months ended September 30, 2005 increased by 64% from those for the first nine months of 2004 including sales increases of 63% and 67% by the U.S. Clad Metal Division and Nobelclad Europe, respectively. Consolidated income from operations increased by $6,783, or 179%, to $10,563 for the nine months ended September 30, 2005 from $3,780 for the comparable period of 2004, reflecting a $6,342 improvement in Explosive Metalworking Group’s operating income and a $441 improvement in AMK’s operating results. Our year-to-date consolidated net income increased to $6,916 in 2005 from net income of $536 in 2004. The 2004 net income included a loss from discontinued operations of $1,570 relating to the divestiture of our Spin Forge division that was completed on September 17, 2004. Income from continuing operations before discontinued operations increased to $6,916 for the first nine months of 2005 from $2,106 for the comparable 2004 period.
Our Explosive Metalworking Group reported sales of $53,402 for the nine months ended September 30, 2005 versus comparable 2004 sales of $32,428 and an increase in operating income to $10,078 in 2005 from $3,736 in 2004. The Explosive Metalworking Group’s backlog, which had increased from $11,700 at December 31, 2003 to $27,500 at December 31, 2004, increased further to $34,100 as of September 30, 2005 and reflects record booking levels during the first nine months of 2005, including a March order valued at more than $5,300 for work related to a nickel hydrometallurgy project in New Caledonia and an order booked by Nobelclad Europe in early August for approximately $6,000 relating to a petrochemical project in Kuwait. Shipments on the nickel hydrometallurgy project order began in the third quarter and most of the order is expected to ship by the end of 2005. The order relating to the petrochemical project in Kuwait will be manufactured at our facilities in France and the U.S. and is scheduled to ship during the fourth quarter of 2005 and first quarter of 2006. With the exception of the large nickel hydrometallurgy project orders that we receive periodically, U.S. demand for our clad metal products is largely driven by plant maintenance and retrofit projects at existing chemical processing, petrochemical processing and oil refining facilities. In contrast to the U.S. market, demand for our clad products in Europe is more dependent on large projects, such as the building of new purified terephthalic acid plants in different parts of the world, including China, and on sales of electrical transition joints that are used in the aluminum smelting industry. Based upon a strong backlog as of September 30, 2005 and generally favorable market conditions in most of the industries that we serve, we are optimistic that 2006 will be another good year for our Explosive Metalworking Group.
For the nine months ended September 30, 2005, AMK reported sales of $2,722 as compared to sales of $1,787 in the comparable period of 2004. As a result of this 52% sales increase, AMK reported year-to-date operating income of $485 in 2005 compared to operating income of $44 for the same nine months of 2004. AMK was expected to get off to a slow start in 2005 as it prepared itself for a significant increase in business activity relating to the start-up of production for a key customer on a new ground-based power turbine that commenced during the
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second quarter. Prospects at AMK for calendar year 2006 and beyond appear to be quite good as AMK’s production volume relating to the new ground-based turbine program increases and the demand for commercial aircraft engines, which has been depressed since 2001, continues to improve.
DMC generated cash flow from operating activities of $4,544 during the nine months ended September 30, 2005. This operating cash flow was supplemented by the receipt of a $1,016 payment on an outstanding receivable relating to the 2004 Spin Forge divestiture and $1,481 in cash proceeds from stock option exercises and employee stock plan purchases, which enabled us to pay annual dividends of $1,151, reduce term debt (excluding the conversion of the $1,200 convertible subordinated note discussed below) by $1,946 and line of credit borrowings by $3,314 during 2005. Debt levels were further reduced in 2005 as a result of the June conversion of a $1,200 convertible subordinated note held by Groupe SNPE into 200,000 shares of the Company’s common stock. We funded $1,966 of capital expenditures during the first nine months of 2005. Based upon our expectations of future sales and operating income performance and the expected stabilization of working capital levels, we expect to continue to generate strong operating cash flow in the fourth quarter of 2005 and during the 2006 calendar year. After the reductions to term debt that have either already occurred or are scheduled to occur in the fourth quarter of 2005, outstanding obligations under term debt agreements will be reduced to approximately $2,900 by the end of 2005 from approximately $6,100 as of December 31, 2004. Minimum annual principal payments on existing term debt will be less than $600 in 2006.
Three and Nine Months Ended September 30, 2005 Compared to Three and Nine Months Ended September 30, 2004
Percentage
Change
8,168
67.7
21,909
64.0
The significant increases in consolidated net sales for the three and nine-month periods ended September 30, 2005 as compared to the same periods of 2004 reflect the strong sales performance of our Explosive Metalworking Group. Sales by the Explosive Metalworking Group, which include explosion welding of clad metal and shock synthesis of synthetic diamonds, increased by 69.2% to $19,188 in the third quarter of 2005 from $11,342 in the third quarter of 2004. The Explosive Metalworking Group third quarter sales increase reflects a 44.7% increase in U.S. clad sales and a 130.5% U.S. dollar increase in sales by Nobleclad Europe. For the nine-month period, the Explosive Metalworking Group’s sales increased by 64.7% to $53,402 in 2005 from $32,428 in 2004. The year-to-date increase in Explosive Metalworking Group’s sales reflects a 63.3% increase in U.S. clad sales and a 67.3% U.S. dollar sales increase at Nobleclad Europe. The substantial increases in third quarter and year-to-date Explosive Metalworking Group sales is principally attributable to the improved economic condition of the
industries that the Explosive Metalworking Group serves as evidenced by an increase in the Explosive Metalworking Group’s backlog from $11,700 at December 31, 2003 to $27,500 as of December 31, 2004, $34,100 as of March 31, 2005 and $33,200 as of June 30, 2005. Explosive Metalworking Group sales for the fourth quarter of 2005 are expected to approximate those reported for the third quarter. Third quarter sales at AMK increased by 44.2% to $1,050 in 2005 from $728 in 2004. For the nine months ended September 30, AMK’s sales increased by 52.3% to $2,722 in 2005 from $1,787 in 2004. The significant increases in third quarter and year-to-date sales at AMK reflect the start-up of production by a key customer on a new ground-based power turbine during the second quarter of 2005. AMK’s fourth quarter sales are expected be comparable to those reported for the third quarter, with sales expected to strengthen during 2006 as AMK increases production levels relating to the new ground-based turbine program.
3,018
92.9
Percentage of net sales
31.0
26.9
7,781
93.2
28.7
24.4
The improvements in our gross profit margin in the third quarter reflect an increase in our Explosive Metalworking Group’s gross profit margin to 30.9% in 2005 from 27.4% in 2004 and an increase in AMK’s gross margin to 33.0% in 2005 from 19.2% in 2004. The Explosive Metalworking Group’s gross margin improvement includes an increase in the U.S. Clad Metal gross margin to 31.4% in 2005 from 30.9% in 2004 and an increase in Nobelclad Europe’s gross profit margin to 30.1% in 2005 from 18.7% in 2004. For both the U.S. and European cladding operations and for AMK, the third quarter 2005 gross margin improvement relates primarily to the sales increases discussed above and the resultant more favorable absorption of fixed manufacturing overhead expenses.
The improvements in our gross profit margin for the nine months ended September 30, 2005 reflect an increase in our Explosive Metalworking Group’s gross profit margin to 28.8% in 2005 from 25.0% in 2004 and an increase in AMK’s gross margin to 26.7% in 2005 from 13.6% in 2004. The Explosive Metalworking Group gross margin improvement includes an increase in the U.S. Clad Metal gross margin to 30.4% in 2005 from 29.1% in 2004 and an increase in Nobelclad Europe’s gross profit margin to 25.9% in 2005 from 17.0% in 2004. AMK reported a gross margin of 26.7% for the nine months ended September 30, 2005 as compared to a gross margin of 13.6% for the nine months ended September 30, 2004. As was the case for the third quarter, the year-to-date 2005 gross margin improvements for both the Explosive Metalworking Goup and AMK relate primarily to the sales increases discussed above and the resultant more favorable absorption of fixed manufacturing overhead expenses.
General & administrative expenses
491
92.8
5.0
4.4
624
29.7
4.9
6.1
The $491 increase in third quarter 2005 general and administrative expenses reflects a $434 increase in spending by our U.S. operations and a $57 increase in our European general and administrative expenses. Increased spending by our U.S. operations, which currently absorbs all corporate headquarters expenses, reflects an aggregate increase of $165 in audit, tax advisory, consulting and investor relations expenses, a $219 increase in accrued incentive compensation expense, and the impact of annual salary adjustments. The $624 increase in 2005 general and administrative expenses for the nine-month period reflects a $709 increase in spending by our U.S. operations offset by an $85 decrease in European general and administrative expenses. Increased U.S. spending includes the effects of an aggregate increase of $189 in audit, tax consulting and investor relations expenses, a $287 increase in accrued incentive compensation expense, and the impact of annual salary adjustments. The 2005 increases in audit, tax advisory, consulting and investor relations expenses relates principally to compliance with the Sarbanes-Oxley Act of 2002, tax planning initiatives and increased investor relations activities. The decrease in European expenses for the nine-month period of 2005 relates primarily to the 2004 salary, payroll taxes and benefits paid, and a one-time provision recorded in the second quarter of 2004 for termination payments payable to the former managing director of our Swedish operation whose employment was terminated during the second quarter of 2004. All expenses associated with this former managing director were allocated to both general and administrative expenses and selling expenses based on his job responsibilities.
75
9.7
4.2
6.4
374
15.1
5.1
7.2
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The $75 increase in third quarter 2005 selling expenses reflects a $6 increase in selling expenses for our U.S. operations and a $69 increase in our European selling expense. The $374 increase in 2005 selling expenses for the nine-month period includes a $164 increase for our U.S. operations and a $210 increase for our European operations. The increase in selling expenses for our U.S. operations for the nine-month period reflects increased compensation expense of $82 relating to additional personnel, higher accrued bonus expense in 2005 and annual salary adjustments, as well as increased spending in 2005 on the development of a new website and business travel. Increased European selling expenses for both the three and nine months ended September 30, 2005 reflect an increase in outside sales commissions due to the increase in sales.
Income from operations
2,452
125.9
6,783
179.4
Our Explosive Metalworking Group reported income from operations of $4,141 in the third quarter of 2005 compared to $1,869 in the third quarter of 2004. This 121.6% operating income increase reflects a sales increase of $7,846, or 69.2%, and an increase in the Explosive Metalworking Group’s gross profit margin from 27.4% in 2004 to 30.9% in 2005. AMK reported operating income of $258 in the third quarter of 2005 compared to $78 in the prior year third quarter. The substantial increase in AMK’s operating income reflects a sales increase of $322, or 44.2%, and an increase in the gross margin rate from 19.2% in 2004 to 33.0% in 2005.
For the nine-month period, our Explosive Metalworking Group reported income from operations of $10,078 in 2005 compared to $3,736 in 2004. This 169.8% operating income increase reflects a sales increase of $20,974, or 64.7%, and an increase in the Group’s gross profit margin from 25.0% in 2004 to 28.8% in 2005. AMK reported operating income of $485 for the nine months ended September 30, 2005 as compared to operating income of $44 for the same period of 2004. This improved operating performance reflects a sales increase of $935, or 52.3%, and an increase in the gross margin from 13.6% in 2004 to 26.7% in 2005.
Income tax provision
480
69.0
27.2
38.0
156.5
33.2
38.9
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For the three months ended September 30, 2005 and 2004, the consolidated income tax provisions included $601 and $634, respectively, related to U.S. taxes that were provided at effective tax rates of 23.0% and 38.6% for the respective periods. For the nine months ended September 30, 2005 and 2004, the consolidated income tax provisions included $2,416 and $1,240, respectively, related to U.S. taxes that were provided at effective tax rates of 33.3% and 39.0% for the respective periods. The remainder of the consolidated income tax provision for all periods relates to foreign taxes associated with the operations of Nobelclad Europe and its Swedish subsidiary, Nitro Metall. The significantly lower consolidated effective tax rates in 2005 are primarily attributable to U.S. tax benefits and U.S. effective rate adjustments that were recorded in the third quarter as further explained below but also reflect higher proportionate pre-tax earnings by the European operations in the 2005 periods for which taxes were provided at French and Swedish statutory tax rates that are slightly lower than the normal combined Federal and state effective tax rate applicable to our U.S. operations.
During the quarter ended September 30, 2005, we completed several U. S. tax projects that impacted our tax provision recorded for the three and nine months ended September 30, 2005. Our third quarter and year-to-date 2005 tax provision included combined U.S. federal and state benefits of approximately $254 relating to tax credits and other attributes identified in connection with these projects and claimed on 2004 and amended prior year Federal and state tax returns that were filed during the quarter. Upon the completion of the 2004 and amended prior year tax returns, we were able to estimate better the effects that recent divestitures and other changes in our business are expected to have our 2005 effective state income tax rate and thus, on our overall effective income tax rate. The aforementioned tax benefits and a lower 2005 estimated effective state income tax rate are expected to result in an estimated effective tax rate for the full year 2005 of approximately 34% for both our consolidated and U.S. operations. On a going forward basis, we expect effective tax rates on our consolidated and U.S. operations of approximately 36% and 37%, respectively.
Liquidity and Capital Resources
Historically, DMC has obtained its operational financing from a combination of internally generated cash flows, revolving credit borrowings, long-term debt arrangements and the issuance of common stock. We believe that cash flow from operations and funds available under our current credit facilities and any future replacement thereof will be sufficient to fund working capital, debt service obligations and capital expenditure requirements of our current business operations for the foreseeable future. However, a significant portion of our sales is derived from a relatively small number of customers; therefore, the failure to complete existing contracts on a timely basis, and to receive payment for such services in a timely manner, or to enter into future contracts at projected volumes and profitability levels could adversely affect our ability to meet cash requirements exclusively through operating activities. Consequently, any restriction on the availability of borrowing under our credit facilities could negatively affect our ability to meet future cash requirements. DMC attempts to minimize its risk of losing customers or specific contracts by continually improving product quality, delivering products on time and competing favorably on the basis of price. Risks associated with the availability of funds are minimized by borrowing from multiple lenders. The nature of DMC’s business is largely insulated from the negative effects of inflation on sales and operating income because the pricing on custom orders reflects current raw material and other manufacturing costs.
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The Company’s existing loan agreements include covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders, redemption of capital stock, incurrence of additional indebtedness, mortgaging, pledging or disposition of major assets and maintenance of specified financial ratios. As of September 30, 2005, the Company was in compliance with all financial covenants and other provisions of our debt agreements.
The Company’s principal cash flows related to debt obligations, operating lease obligations and purchase obligations have not materially changed since December 31, 2004.
Net cash flows provided by operating activities for the nine months ended September 30, 2005 totaled $4,544. Significant sources of operating cash flow included income from continuing operations of $6,916, non-cash depreciation and amortization of $1,165 and a tax benefit related to stock options exercised during the nine months ended September 30, 2005 in the amount of $2,477. These sources of cash flow were partially offset by net negative changes in working capital. Net negative changes in working capital for the nine months ended September 30, 2005 totaled $5,843, reflecting an increase in inventories, prepaid expenses and accounts receivable of $5,126, $1,585 and $1,003, respectively. These negative changes to working capital were partially offset by a net increase in accounts payable and accrued expenses of $1,871.
Net cash flows used in investing activities totaled $732, which includes $1,966 for capital expenditures that was largely offset by an $1,016 payment received on a portion of the outstanding receivable relating to the Spin Forge divestiture and a $218 net decrease in other non-current assets.
Net cash flows used in financing activities for the nine months ended September 30, 2005 totaled $4,731. Significant uses of cash for financing activities included net repayments on bank lines of credit of $3,216, payment of annual dividends of $1,155, final principal payments on the SNPE, Inc. term loan of $667, industrial development revenue bond principal payments of $745 and an annual principal payment of $366 on a term loan with a French bank. Sources of cash flow from financing activities include $1,481 in net proceeds from the issuance of common stock relating to the exercise of stock options and employee stock purchases under the Company’s employee stock purchase plan.
Net cash flows from operating activities for the nine months ended September 30, 2004 totaled $2,857. Significant sources of operating cash flow included income from continuing operations of $2,106, depreciation and amortization of $1,086 and deferred tax expense of $1,265. These sources of cash flow were partially offset by $1,600 of net negative changes in components of working capital. Net negative changes in working capital included an increase in accounts receivable and inventories of $1,883 and $3,599, respectively. These negative changes in working capital were partially offset by an increase in accounts payable and accrued expenses of $2,934 and $471, respectively, and a decrease in prepaid expenses of $477.
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Cash used in investing activities totaled $809 and was comprised primarily of capital expenditures in the amount of $899.
Net cash flows used in financing activities for the nine months ended September 30, 2004 totaled $194. Significant uses of cash for financing activities included principal payments on industrial development revenue bonds in the amount of $690, principal payments on the SNPE, Inc. term loan of $667 and $355 in annual principal payments on a term loan with a French bank. These uses of cash for financing activities were almost entirely offset by a bank overdraft of $357 and borrowings on bank lines of credit in the amount of $1,120.
Cash flows used in discontinued operations totaled $1,807 and were the result of the operating losses of Spin Forge as well as negative changes in working capital for that division.
Future Capital Needs and Resources
We anticipate that, for the foreseeable future, significant amounts of available cash flows will be utilized for:
• operating expenses to support our domestic and foreign manufacturing operations;
• capital expenditures;
• debt service requirements; and
• other general corporate expenditures, including annual dividend payments.
We expect cash inflows from operating activities to exceed outflows for the full year 2005 and during 2006. However, our success depends on the execution of our strategies, including our ability to:
• secure an adequate level of new customer orders at all operating divisions; and
• continue to implement the most cost-effective internal processes.
Based on available cash resources, anticipated capital expenditures and projected operating cash flow, we believe that we will be able to fully fund our operations through the end of 2005 and in 2006. In making this assessment, we have considered:
• presently scheduled debt service requirements during the remainder of 2005 and in 2006, as well as the availability of funding related to our line of credit with SNPE and our bank lines of credit;
• the anticipated level of capital expenditures during the remainder of 2005 and in 2006; and
• our expectation of realizing positive cash flow from operations during the remainder of 2005 and in 2006.
If our business plans change, or if economic conditions change materially, our cash flow, profitability and anticipated cash needs could change significantly. In particular, any acquisition or new business opportunity could involve significant additional funding needs in excess of the identified currently available sources, and could require us to raise additional equity or debt funding to meet those needs.
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We have identified the most critical accounting principles upon which our financial status depends by considering those accounting policies that involve the most complex or subjective decisions or assessments. We identified our most critical accounting policies to be those related to revenue recognition, asset impairments, goodwill, impact of foreign currency exchange rate risks and income taxes.
Revenue Recognition. Sales of clad metal products and welding services are generally based upon customer specifications set forth in customer purchase orders and require us to provide certifications relative to metals used, services performed and the results of any non-destructive testing that the customer has requested be performed. Any non-conformance issues are resolved before the product is shipped and billed. Revenue is recognized only when all four of the following criteria have been satisfied: persuasive evidence of an arrangement exists; the price is fixed or determinable; delivery has occurred; and collection is reasonably assured. For contracts that require multiple shipments, revenue is recorded only for the units included in each individual shipment. If, as a contract proceeds toward completion, projected total cost on an individual contract indicates a potential loss, we provide currently for such anticipated loss.
Asset Impairments. The Company reviews its long-lived assets and certain identifiable intangibles to be held and used by the Company for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable. In so doing, the Company estimates the future net cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized to reduce the asset to its estimated fair value. Otherwise, an impairment loss is not recognized. Long-lived assets and certain identifiable intangibles to be disposed of, if any, are reported at the lower of carrying amount or fair value less cost to sell.
Goodwill. Goodwill is tested for impairment at least annually on reporting units one level below the segment level and any impairment is based on the reporting unit’s estimated fair value. Fair value can be determined based on discounted cash flows, comparable sales or valuations of similar businesses. Impairment occurs when the carrying amount of goodwill exceeds its estimated fair value. The Company’s policy is to test goodwill for impairment in the fourth quarter of each year unless an indicator of impairment arises earlier.
The entire amount of goodwill, which had a carrying value of $847 on the Consolidated Balance Sheet as of September 30, 2005, relates to the Company’s U.S. Clad Metal Products division. Based on the analysis performed in the fourth quarter of 2004, no impairment was recorded to the carrying value of goodwill.
Impact of Foreign Currency Exchange Rate Risks. The functional currency for the Company’s foreign operations is the applicable local currency for each affiliate company. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated at exchange rates in effect at period-end, and the statements of operations are translated at the average exchange rates during the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. dollars that result in unrealized gains
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or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a separate component of stockholders’ equity and are included in other cumulative comprehensive income (loss). Transactions denominated in currencies other than the local currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in income as unrealized (based on period-end translations) or realized upon settlement of the transactions. Cash flows from the Company’s operations in foreign countries are translated at actual exchange rates when known, or at the average rate for the period. As a result, amounts related to assets and liabilities reported in the consolidated statements of cash flows will not agree to changes in the corresponding balances in the consolidated balance sheets. The effects of exchange rate changes on cash balances held in foreign currencies are reported as a separate line item below cash flows from financing activities.
Income Taxes. The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (SFAS 109) which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future income tax consequences of transactions that have been included in the Consolidated Financial Statements or tax returns. Deferred tax assets and liabilities are determined based on the temporary differences between the Consolidated Financial Statement base and the tax base of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company believes that deferred tax assets will more likely than not be recovered from future projected taxable income and as such no allowance has been recorded on the deferred tax assets in the Consolidated Balance Sheet as of September 30, 2005.
Significant Accounting Pronouncements
In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections, which requires the direct effects of voluntary accounting principle changes to be retrospectively applied to prior periods’ financial statements. This Statement does not change the transition provisions of any existing accounting pronouncements, but would apply in the unusual instance
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that a pronouncement does not include specific transition provisions. SFAS No. 154 maintains existing guidance with respect to accounting estimate changes and corrections of errors. The Statement is effective for the Company beginning on January 1, 2006. Adoption is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.
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ITEM 3. Quantitative and Qualitative Disclosure about Market Risk
There have been no events that materially affect our quantitative and qualitative disclosure about market risk from that reported in our Annual Report on Form 10-K for the year ended December 31, 2004.
ITEM 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designated to ensure that information required to be disclosed in the Company’s Exchange Act reports is accurately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of September 30, 2005, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company completed its evaluation.
The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls or its internal controls will prevent all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. As a result of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. As a result of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Accordingly, the Company’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the disclosure controls and procedures are met.
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Part II - - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
On March 18, 1998, the Company entered into an Operating Lease with Spin Forge, LLC (the “Owner”) with respect to a parcel of real property owned by the Owner (the “Property”). The Company and the Owner also concurrently entered into an Option Agreement giving the Company an option to purchase the Property from the Owner at a fixed price, which Option Agreement has since been amended five times (as amended, the “Option Agreement”). The Option Agreement may be exercised by the Company beginning after November 1, 2006.
On September 17, 2004, the Company subleased the Property (the “Sublease”) to Aerojet-General Corporation (“Aerojet”) and assigned its rights in the Option Agreement to Aerojet (the “Option Assignment”). Under the Option Assignment, Aerojet’s rights in the Option Agreement terminated on August 1, 2005. The Sublease expires on January 1, 2007.
The Company and the Owner have entered into an Option Purchase Agreement, dated as of November 4, 2005 (the “Option Purchase Agreement”), whereby the Company has agreed to sell the Option Agreement to the Owner for the purchase price of $2,300. A non-refundable deposit of $100 has been paid by the Owner to the Company and the balance of the purchase price will be paid at the closing of escrow which must occur no later than January 31, 2006. Under the Option Purchase Agreement, each party has agreed to indemnify the other for its breaches of any representations and warranties under the Option Purchase Agreement. In addition, if the escrow fails to close for reasons other than the Company’s default under the Option Purchase Agreement, the Company will retain the non-refundable deposit and the Option Agreement will be replaced by an Amended and Restated Option Agreement, effective February 1, 2006.
Item 6.
Exhibits
10.1
-
Credit Agreement dated as of September 15, 2005 between Dynamic Materials Corporation and Wells Fargo Bank, National Association (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2005)
10.2
$7,500,000 Revolving Line of Credit Note dated September 15, 2005 of Dynamic Materials Corporation payable to the order of Wells Fargo Bank, National Association (incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on September 21, 2005)
10.3
Spin Forge Agreement
31.1
Certification of the President and Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Vice President and Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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In accordance with the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant)
Date: November 9, 2005
/s/ Richard A. Santa
Richard A. Santa, Vice President and Chief FinancialOfficer (Duly Authorized Officer and PrincipalFinancial and Accounting Officer)
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