SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. FORM 10-Q (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 1994 ( ) 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 checkmark 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 AUGUST 12, 1994 Common stock, $2 par value 4,227,970 shares DOUGLAS & LOMASON COMPANY Consolidated Condensed Balance Sheets June 30 December 31 1994 1993 ASSETS Current assets: Notes and accounts receivable $ 76,929,905 $ 70,458,109 Inventories Raw materials 11,740,419 7,796,730 Work in process and finished goods 9,341,389 6,638,703 21,081,808 14,435,433 Cash and other current assets 7,353,334 9,330,661 105,365,047 94,224,203 Property, plant and equipment, net 69,830,440 69,109,773 Other non-current assets 9,767,525 10,949,345 Total assets $184,963,012 $174,283,321 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Short-term debt $ --- $ 7,000,000 Current maturities of long-term debt 5,882,387 5,829,315 Accounts payable and accrued expenses 54,660,573 44,390,029 Taxes on income 1,156,853 800,149 Total current liabilities 61,699,813 58,019,493 Long-term debt, less current maturities 23,170,843 21,825,630 Postretirement benefits other than pensions 7,009,116 6,521,094 Other liabilities 10,421,987 10,242,484 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 4,227,970 shares in 1994 and 4,223,395 in 1993 8,455,940 8,454,440 Other capital 27,991,101 27,986,476 Retained earnings 46,214,212 41,233,704 Total shareholders' equity 82,661,253 77,674,620 Total liabilities and shareholders' equity $184,963,012 $174,283,321 DOUGLAS & LOMASON COMPANY Consolidated Condensed Statements of Income Three Months Ended Six Months Ended June 30 June 30 1994 1993 1994 1993 Net sales $123,253,404 $103,858,609 $246,719,362 $219,261,650 Cost of sales 113,582,619 95,563,385 225,892,785 198,554,234 Gross profit 9,670,785 8,295,224 20,826,577 20,707,416 Selling, general and administrative expense 5,434,963 4,824,495 10,876,910 9,883,464 Operating income 4,235,822 3,470,729 9,949,667 10,823,952 Other income (expenses): Interest expense, net (591,478) (651,214) (1,207,887) (1,361,678) Interest income and other 256,725 35,316 459,324 184,796 (334,753) (615,898) (748,563) (1,176,882) Earnings before provision for income taxes 3,901,069 2,854,831 9,201,104 9,647,070 Income tax expenses 1,390,000 1,005,000 3,375,000 3,435,000 Earnings before cumulative effect of change in accounting 2,511,069 1,849,831 5,826,104 6,212,070 Cumulative effect of change in accounting for post- retirement benefits, net of income taxes --- --- --- 3,756,930 Net earnings $ 2,511,069 $ 1,849,831 $ 5,826,104 $ 2,455,140 Earnings per share before cumulative effect of change in accounting $ .60 $ .44 $ 1.38 $ 1.48 Cumulative per share effect of change in accounting --- --- --- .90 Net earnings per share $ .60 $ .44 $ 1.38 $ .58 Weighted average number of shares 4,227,970 4,207,281 4,227,858 4,201,557 DOUGLAS & LOMASON COMPANY Consolidated Condensed Statements of Cash Flows Six Months Ended June 30 1994 1993 Cash flows from operating activities: Net earnings $ 5,826,104 $ 2,455,140 Depreciation 6,274,800 5,652,714 Postretirement benefits other than pensions --- 5,963,381 Changes in operating assets and liabilities: Increase in accounts receivable (6,471,796) (4,352,968) Increase in inventories (6,646,375) (2,988,084) Decrease in prepaid expenses and other assets 1,294,844 310,749 Increase in accounts payable, and accrued expenses 10,270,544 4,698,610 Increase (decrease) in other liabilities 1,077,299 (1,720,773) Net cash provided by operating activities 11,625,420 10,018,769 Cash flows from investing activities: Proceeds from the sale of property, plant and equipment 187,240 15,526 Acquisition of property, plant and equipment (7,182,707) (10,942,778) Net cash used by investing activities (6,995,467) (10,927,252) Cash flows from financing activities: Proceeds from long-term debt 4,500,000 --- Repayment of long-term debt (3,154,787) (2,701,715) Repayment of short-term debt (7,000,000) --- Proceeds from exercised stock options, net 6,125 586,475 Dividends paid (845,594) (841,666) Net cash used by financing activities (6,494,256) (2,956,906) Net decrease in cash (1,864,303) (3,865,389) Cash at beginning of year 2,745,818 8,238,779 Cash at end of quarter $ 881,515 $ 4,373,390 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 June 30, 1994 and 1993, and the results of operations for the six months then ended, and changes in financial position for the six months then ended, subject to year end audit adjustments. Management's Discussion and Analysis of Financial Conditions and Results of Operations Liquidity and Capital Resources Funds provided from operations of $11.6 million were the principal source of cash in the first six months of 1994. Capital expenditures of $7.0 million and financing activities of $6.5 million, principally debt repayment net of borrowings and dividends resulted in a negative cash flow of $1.9 million. In June, 1994, the Company entered into an amended and restated unsecured revolving credit agreement with two banks which matures in June, 1997. Borrowings outstanding under this facility totaled $4.5 million at June 30, 1994. The amended agreement increased the credit facility from $20.0 million to $35.0 million. Results of Operations Net Sales Net sales for the quarter ended June 30, 1994, were $123.3 million, up 18.7% from $103.9 million in the same period of 1993. For the six months ended June 30, 1994, sales of $246.7 million, up 12.5% from the $219.3 million for the same period of 1993. Industry sales of automobiles, vans and light trucks continued to have a strong consumer demand during the entire first six months of 1994. Cost of Sales Cost of sales as a percentage of net sales increased only slightly in the second quarter of 1994 compared to the same period of 1993. For the first six month period of 1994, the cost of sales increased 1.0% as a percentage of net sales. These unfavorable trends in 1994 are a direct result of customer demands for price concessions, increased material costs from suppliers and start-up costs of new operations. Selling, General and Administrative Expenses Selling, general and administrative expenses in 1994 increased $1.0 million or 10.1% as compared to the same period of 1993. Incentive compensation, additional staffing and maintenance in Information Services and travel expenses are the principal components of this increase. Depreciation Expense Depreciation expense for the quarter ended June 30, 1994, was $3.2 million up 9.2% from $2.9 million in the second quarter of 1993. Depreciation expense in the first six months of 1994 of $6.3 million increased $.6 million or 11.0% from the $5.7 million in the same period of 1993. These increases were the result of capital expenditures of $20.5 million in 1993. Interest Expense Interest expense for the quarter ended June 30, 1994, was $591,000 down 9.2% from the same period of 1993. Interest expense in the first six months of 1994 decreased $154,000 or 11.3% from the same period of 1993, principally as a result of the lower debt level in 1994. Net Earnings Net earnings of $2.5 million or $.60 per share in the second quarter of 1994 increased 35.7% from the $1.8 million or $.44 per share in the comparable period of 1993. Net earnings of $5.8 million or $1.38 per share in the first six months of 1994 compare to $2.5 million or $.58 per share in the same period of 1993. Results of the first half of 1993 included $3.8 million or $.90 per share related to a change in accounting for postretirement benefits. Net earnings improvement is principally attributable to higher sales level. Financial Condition The balance sheet at June 30, 1994, remains strong. The current ratio stood at 1.7 to 1 and funded debt to capitalization ratio was a very strong .23 to 1. PART II - OTHER INFORMATION Item 4. Exhibits and Reports on Form 8-K (a) Exhibits 4. Amended and Restated Credit Agreement dated as of June 24, 1994 between Douglas & Lomason Company and two banks. (b) Reports on Form 8-K There were no reports on Form 8-K filed by the Registrant during the second quarter of 1994. 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: August 12, 1994 /s/ James J. Hoey ------------------------- James J. Hoey Senior Vice President & Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)