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 June 30, 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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(Address, including zip code, of principal executive offices) |
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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) |
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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
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
o Yes ý No
The number of shares of Registrant’s Common Stock, $.01 par value, outstanding as of August 1, 2003 was 4,116,627 shares.
Table of Contents
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DECRANE HOLDINGS CO. AND SUBSIDIARY
Consolidated Balance Sheets
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(In thousands, except share data) |
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June 30, |
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December 31, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
3,673 |
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$ |
12,421 |
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Accounts receivable, net |
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20,726 |
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26,354 |
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Inventories |
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63,125 |
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59,300 |
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Deferred income taxes |
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172 |
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16,430 |
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Prepaid expenses and other current assets |
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1,609 |
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1,724 |
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Current assets of discontinued operations |
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— |
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160,741 |
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Total current assets |
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89,305 |
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276,970 |
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Property and equipment, net |
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34,801 |
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36,139 |
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Goodwill |
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162,430 |
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196,430 |
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Other assets, principally intangibles, net |
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36,110 |
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39,428 |
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Total assets |
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$ |
322,646 |
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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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$ |
8,485 |
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$ |
16,317 |
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Accounts payable |
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9,847 |
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13,055 |
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Accrued liabilities |
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20,645 |
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31,494 |
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Income taxes payable |
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149 |
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— |
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Current liabilities of discontinued operations |
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— |
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19,928 |
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Total current liabilities |
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39,126 |
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80,794 |
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Long-term debt, less current portion |
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251,372 |
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364,700 |
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Deferred income taxes |
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387 |
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27,077 |
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Other long-term liabilities |
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11,485 |
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7,364 |
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Commitments and contingencies (Note 11) |
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Mandatorily redeemable preferred stock: |
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Minority interest in 16% preferred stock of subsidiary |
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37,335 |
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34,081 |
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Mandatorily redeemable 14% preferred stock |
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66,654 |
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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 June 30, 2003 and December 31, 2002 |
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— |
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— |
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Common stock, $.01 par value, 10,000,000 shares authorized; 4,116,627 shares issued and outstanding as of June 30, 2003 and December 31, 2002 |
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41 |
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41 |
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Additional paid-in capital |
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67,693 |
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72,125 |
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Notes receivable for shares sold |
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(2,665 |
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(2,591 |
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Accumulated deficit |
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(148,418 |
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(96,485 |
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Accumulated other comprehensive loss |
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(364 |
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(361 |
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Total stockholder’s equity (deficit) |
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(83,713 |
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(27,271 |
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Total liabilities, mandatorily redeemable preferred stock and stockholder’s equity (deficit) |
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$ |
322,646 |
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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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Six Months
Ended |
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(In thousands) |
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2003 |
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2002 |
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2003 |
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2002 |
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(Unaudited) |
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Revenues |
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$ |
44,113 |
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$ |
61,293 |
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$ |
86,013 |
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$ |
122,112 |
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Cost of sales |
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45,383 |
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47,831 |
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76,286 |
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92,212 |
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Gross profit (loss) |
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(1,270 |
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13,462 |
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9,727 |
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29,900 |
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Operating expenses: |
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Selling, general and administrative expenses |
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6,282 |
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11,336 |
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13,480 |
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22,732 |
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Impairment of goodwill |
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34,000 |
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— |
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34,000 |
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— |
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Amortization of intangible assets |
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914 |
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874 |
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1,826 |
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1,717 |
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Total operating expenses |
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41,196 |
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12,210 |
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49,306 |
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