UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2003
Commission File Number 333-70363
DECRANE HOLDINGS CO.
(Exact name of registrant as specified in its charter)
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Delaware |
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13-4019703 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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c/o Credit Suisse First Boston / DLJ Merchant Banking Partners II,
L.P. |
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(212) 325-2000 |
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(Registrant’s telephone number, including area code) |
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(Not Applicable) |
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(Former address and telephone number of principal executive offices, if changed since last report)
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.
ý Yes o No
The number of shares of Registrant’s Common Stock, $.01 par value, outstanding as of May 15, 2003 was 4,116,627 shares.
Table of Contents
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DECRANE HOLDINGS CO. AND SUBSIDIARY
Consolidated Balance Sheets
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(In thousands, except share data) |
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March 31, |
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December 31, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
14,637 |
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$ |
12,421 |
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Accounts receivable, net |
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26,568 |
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26,354 |
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Inventories |
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70,736 |
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59,300 |
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Deferred income taxes |
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17,412 |
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16,430 |
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Prepaid expenses and other current assets |
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2,399 |
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1,724 |
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Assets of discontinued operations |
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152,003 |
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160,741 |
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Total current assets |
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283,755 |
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276,970 |
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Property and equipment, net |
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35,460 |
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36,139 |
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Other assets, principally intangibles, net |
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236,824 |
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235,858 |
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Total assets |
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$ |
556,039 |
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$ |
548,967 |
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Liabilities, Mandatorily Redeemable Preferred Stock and Stockholders’ Equity (Deficit) |
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Current liabilities: |
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Current portion of long-term debt |
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$ |
17,492 |
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$ |
16,317 |
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Accounts payable |
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15,571 |
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13,055 |
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Accrued liabilities |
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23,016 |
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31,494 |
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Income taxes payable |
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46 |
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— |
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Liabilities of discontinued operations |
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20,909 |
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19,928 |
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Total current liabilities |
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77,034 |
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80,794 |
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Long-term debt, less current portion |
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386,520 |
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364,700 |
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Deferred income taxes |
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26,414 |
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27,077 |
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Other long-term liabilities |
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6,239 |
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7,364 |
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Commitments and contingencies (Note 10) |
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Mandatorily redeemable preferred stock: |
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Minority interest in 16% preferred stock of subsidiary |
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35,678 |
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34,081 |
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Mandatorily redeemable 14% preferred stock |
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64,400 |
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62,222 |
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Stockholders’ equity (deficit): |
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Undesignated preferred stock, $.01 par value, 1,140,000 shares authorized; none issued and outstanding as of March 31, 2003 and December 31, 2002 |
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— |
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— |
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Common stock, $.01 par value, 10,000,000 shares authorized; 4,116,627 shares issued and outstanding as of March 31, 2003 and December 31, 2002 |
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41 |
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41 |
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Additional paid-in capital |
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69,947 |
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72,125 |
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Notes receivable for shares sold |
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(2,628 |
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(2,591 |
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Accumulated deficit |
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(107,242 |
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(96,485 |
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Accumulated other comprehensive loss |
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(364 |
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(361 |
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Total stockholders’ equity (deficit) |
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(40,246 |
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(27,271 |
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Total liabilities, mandatorily redeemable preferred stock and stockholders’ equity |
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$ |
556,039 |
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$ |
548,967 |
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The accompanying notes are an integral part of the consolidated financial statements.
1
DECRANE HOLDINGS CO. AND SUBSIDIARY
Consolidated Statements of Operations
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Three Months Ended |
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(In thousands) |
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2003 |
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2002 |
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(Unaudited) |
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Revenues |
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$ |
41,900 |
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$ |
60,819 |
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Cost of sales |
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30,903 |
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44,381 |
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Gross profit |
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10,997 |
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16,438 |
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Operating expenses: |
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Selling, general and administrative expenses |
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7,198 |
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11,396 |
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Amortization of intangible assets |
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912 |
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843 |
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Total operating expenses |
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8,110 |
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12,239 |
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Income from operations |
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2,887 |
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4,199 |
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Other expenses: |
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Interest expense |
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7,675 |
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7,759 |
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Minority interest in preferred stock of subsidiary |
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1,597 |
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1,382 |
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Other expenses, net |
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