U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-KSB ----------- (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required] For the fiscal year ended: December 31, 1995 --------------------------------------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period from to ---------------- -------------- Commission file number: 0-8328 ------ DYNAMIC MATERIALS CORPORATION ----------------------------- (Name of small business issuer in its charter) COLORADO 84-0608431 -------- ---------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 551 ASPEN RIDGE DRIVE, LAFAYETTE 80026 - -------------------------------- ----- (Address of principal executive office) (Zip Code) Issuer's telephone number (303) 665-5700 -------------- Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, $.05 PAR VALUE (Title of Class) -------------- Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 X No ----- ----- Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this Form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendments to this Form 10-KSB. [X] State issuer's revenues for the most recent fiscal year $19,521,133. ---------- State the aggregate market value of the voting stock held by non- affiliates computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of January 31, 1996 $7,512,000. - ---------------- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 2,507,422 shares as of January 31, 1996. - --------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE Part III, Items 9 through 12 will be incorporated by reference from the Company's Definitive Proxy statement to be filed by April 29, 1996 pursuant to Regulation 14(a) related to the 1995 Annual Meeting of Shareholders, scheduled to be held on April 26, 1996. Transitional Small Business Disclosure format Yes No X ----- ----- ITEM 1. DESCRIPTION OF BUSINESS (a) BUSINESS DEVELOPMENT. -------------------- (1) Dynamic Materials Corporation, formerly Explosive Fabricators, Inc. (herein the "Company") was incorporated in the State of Colorado in 1971. (2) There has been no bankruptcy, receivership or similar proceeding. (3) There has been no material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business during the last three years. (b) BUSINESS OF ISSUER. The Company was organized to engage in the ------------------ business of explosion metal working. (1) The principal product produced by explosion metal working is a metal plate composed of two or more materials bonded together by an explosive process. Forms of explosion metal working include: cladding, where two or more metals are explosively joined to each -------- other; and forming, where metals are shaped, shock hardened, or -------- altered using explosives as an energy source. Clad metal is used in industrial applications where corrosion resistance, or physical properties of the metals are significant. Primary industrial markets include chemical processing and petrochemicals. Forming is used primarily in aircraft and aerospace applications. The Company has diversified its market base to also include aerospace and electronic applications for clad and formed metals. The Company operates in only one geographic region, the United States. Export sales during 1995 and 1994 did not exceed 20% of annual Net Sales each year. The Company's comparative backlog of unfilled customer purchase orders is as follows: Amounts in (000's) ------------------ JANUARY 31 ---------- 1996 1995 1994 ---- ---- ---- $7,998 $5,106 $4,991 The January 31, 1996 backlog is expected to be completed entirely during 1996. Of the total backlog approximately 94% is associated with the Company's cladding technology, while less than 6% is associated with explosion forming technology. (2) The Company distributes its products principally in North America primarily through its internal sales organization. The Company also uses independent sales representatives in specific industries or territories to complement and extend its internal selling efforts. There was no material change in the types of products, markets or method of distributing the Company's products during 1995. (3) There are currently no new product or services. (4) The Company experiences price competition from numerous competitive processes including: roll bonding, weld overlay, and other metals welding technology. In addition, the Company experiences direct from domestic and international competitors using technology and processes substantially the same as used by the Company. Direct domestic competition includes, among others, two private companies and a department of E.I. Du Pont de Nemours & Company, Inc. International competition is primarily from private companies located in France and Japan. In addition, the Company experiences competition in a majority of its products which can be produced using different metalworking processes. The Company competes on the basis of price, quality of its products and prompt manufacture and delivery of its products. (5) Raw materials such as steel, stainless steel, aluminum, titanium, nickel, copper, Monel and Incoloy are available on a competitive basis from numerous domestic sources. (6) The Company's cladding technology is not dependent upon one or a few major customers. However, approximately 4% (December 31, 1995) and 14% (December 31, 1994) respectively of the Company's total Net Sales were with a single forming customer. (7) The Company holds numerous United States patents related to the business of explosion metal working and metallic products produced by various explosive processes. The Company's current patents expire between 1996 and 2011; however, expiration of any single patent is not expected to have a material adverse effect on the Company or its operations. (8) The Company does not require governmental approval of its principal products or services. (9) The effect of existing or probable governmental regulations on the issuer is not considered material. (10) Company sponsored research and development expenses for the last two years were $345,375 in 1995 and $578,676 in fiscal 1994. In addition to the above amounts there were customer sponsored research and development activities during the last two years in amounts which were not material. (11) The Company has not experienced and does not anticipate significant capital commitment of earnings or competitive impairment in complying with existing environmental laws or regulations. (12) The Company employed eighty-nine people as of January 31, 1996, of which eighty-three are full-time employees. The majority of the employment is in unskilled or semiskilled manufacturing and is highly sensitive to changes in production volume and product mix. ITEM 2. DESCRIPTION OF PROPERTY The Company acquired its principal manufacturing site at 1301 Courtesy Road, Louisville, Colorado, during 1981. The Company also leases additional office space in Lafayette, Colorado and manufacturing space. The Company believes that its current facilities are adequate for its existing operations. Substantially all of the Company's assets, including its facility, are pledged to secure borrowing from a bank (see Note 3 to the financial statements). ITEM 3. LEGAL PROCEEDINGS No material legal proceedings to which the issuer is a party, or to which any of its property is subject, are pending. The Company is not aware of any proceedings being contemplated against it by any governmental authority. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Company held its Annual Meeting of Shareholders on July 21, 1995. (b) The following Directors, representing the entire Board of Directors, were elected at the Annual Meeting: Dr. George W. Morgenthaler, Mr. Michael C. Hone, Mr. Dean K. Allen, Mr. Edward A. Keible and Mr. Paul Lange. (c) There were no other proposals presented for approval at the Annual Meeting. The following vote tabulation was recorded for the election of Directors: Non-Voting For Against Abstentions Broker --- ------- ----------- ------ Dean K. Allen 1,182,742 161,746 -- -- Michael C. Hone 1,182,742 161,746 -- -- Edward A. Keible 1,182,442 162,046 -- -- Paul Lange 1,182,702 161,786 -- -- Dr. George W. Morgenthaler 1,182,742 161,746 -- -- (d) None PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS (a) The Registrant's common stock is traded on the National Association of Security Dealer's NASDAQ market system under the symbol "BOOM". The following bid quotations have been --- derived from monthly NASDAQ Statistical reports, reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions. 1995 HIGH LOW ---- --- Quarter Ended: December 31 $2 15/16 $2 3/4 September 30 2 3/8 2.00 June 30 2 1/4 1 3/4 March 31 2 3/8 2.00 1994 HIGH LOW ---- --- Quarter Ended: December 31 $1 7/8 $1 3/8 September 30 1 7/8 1 11/16 June 30 2 1/4 1 7/8 March 31 2 1/2 2 1/8 (b) At January 31, 1996, there were approximately 626 holders of record of the issuer's common stock. (c) (1) The issuer has not paid any dividends to date and has no current intention of paying dividends during the next year. (2) Under the lending agreements executed with the issuer's bank, the Company is not allowed to "Declare or pay any dividends or make any distribution on any shares of stock of any class....with a value of greater than $100,000.00". ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The term "liquidity", as used herein, is defined as the ability of the Company to generate adequate amounts of cash to meet its needs for cash. The interpretation is broad in that both internal as well as external sources of liquidity over the short and long term are considered. Capital resources represent those assets currently available to the Company that may be used to satisfy both liquidity as well as other requirements for funds, such as anticipated capital expenditures (for property, plant and equipment). As noted in the Statements of Cash Flows (see financial statements F-6 to F-7), Net cash flows from operating activities was $66,243 in 1995 in comparison to $504,499 in 1994. The Net cash flows from operating activities in 1995 were generated by Net Income and an increase in accounts payable, offset by significant increases in accounts receivable and inventories. Cash flows used in investing activities declined to more typical levels, particularly when contrasted to the significant level of capital spending in 1994. Cash flows from financing activities were less in 1995 than in 1994 because the Company realized $400,000 in proceeds of long-term debt in 1994 and the Company made a balloon payment on long-term debt in 1995. The current ratio was 2.3 to 1.0 at December 31, 1995 compared to 2.9 to 1.0 at December 31, 1994. Historically, and currently, the Company has secured the major portion of its operational financing from three sources: (1) internally generated funds; (2) an asset-based revolving line of credit and (3) trade credit. At December 31, 1995 $600,000 was outstanding compared to $100,000 at December 31, 1994 under the revolving line of credit. The increase in outstanding debt was due to the increase in work-in- process inventories on higher order backlog in 1995. Trade accounts payable made up 66% and 70% of total current liabilities in calendar 1995 and 1994, respectively. As of December 31, 1995 and December 31, 1994 the Company had $1,400,000 and $1,900,000, respectively, of unused borrowing availability under the revolving line of credit. Borrowing availability is dependent upon adequate amounts of collatteral to support any borrowings that may occur. The line of credit is secured by qualifying trade receivables and inventory. The line is renewable annually on April 30, subject to bank review and approval. The line of credit has been outstanding since 1989 and renewed each year since 1990. If the line were not extended or similar financing was not secured, such event could negatively affect the Company's ability to meet its cash requirements. Long-term debt consists of: installment notes payable to financial institutions in the original principal amount of $407,952, and a remaining balance of $271,373 as of December 31, 1995 (See Note 3 to the financial statements) such notes mature in 1998 and 1999. The nature of the Company's business is contract specific versus standard products. Accordingly, failure to complete contracts on a timely basis or failure to obtain future contracts at a profitable rate could adversely affect the Company's ability to meet its cash requirements through internal sources. The amount of capital expenditures needed to support the cladding technology closely approximated the annual exhaustion of assets as represented by depreciation expense in 1995. 1995's capital spending levels were much lower than the amounts expended in 1994, which were previously noted as an unusual and non-recurring level of expenditure for a specific asset replacement. In 1996 the Company expects spending levels for property, plant and equipment to remain at a more typical level of approximately $300,000-$500,000. RESULTS OF OPERATIONS The following table summarizes certain items included in the Company's Statements of Operations for the year ended December 31, 1995 and 1994: AS A PERCENTAGE OF REVENUES --------------------------- 1995 1994 ---- ---- Revenues 100% 100% Cost of Goods Sold 78.3% 72.9% ----- ----- Gross Margin 21.7% 27.1% Research & Development 1.8% 3.8% Selling Expenses 8.0% 8.2% General & Administrative 6.3% 8.2% Interest Expense .4% .3% ----- ----- Net Income 3.4% 5.1% ----- ----- 1995 COMPARED TO 1994 Net Sales increased $4,193,645 or 27% in 1995 in comparison to 1994. The increase is due to strong demand in the cladding market, along with more effective selling efforts in 1995. The Gross Margin on Net Sales increased by $78,999, or 2%. Cost of Products Sold in 1995 includes increased amounts expensed during the year for product repairs as well as a write-down of a specific job's work-in-process inventory balance to a realizable value at December 31, 1995. Finally, during the year ended December 31, 1995 the Company realized lower Net Sales of product produced which uses its forming technology. Forming Sales typically carry higher manufacturing margins than products produced by its cladding technology. In addition, the 1994 results include proceeds from the final settlement of terminated explosion forming contracts which contributed approximately $373,000 to 1994's Gross Margin. If this non-recurring termination effect were not included in 1994's results, 1995 results would have demonstrated a 12% increase over the adjusted 1994 Gross Margin amount. (See Note 7 to the financial statements). Selling expenses increased by $313,224 or 25% over 1994 levels. The increase occurred primarily due to the retention and relocation of a new Vice President of Marketing and Sales in 1995, along with increased outside sales personnel and certain incentive compensation payments made in 1995 to Sales personnel. General and Administrative expense decreased by $35,596 or 3% in 1995 due the elimination of certain relocation and severance payments made in 1994. Research and Development costs declined in 1995 by $233,301 or approximately 40%. This significant decline was due to completion of explosion forming projects in 1995, as well as the direction of more engineering support being directed at ongoing production work. ITEM 7. FINANCIAL STATEMENTS. See pages F-1 to F-15. ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There were no changes in or disagreements with Accountants as to accounting or financial disclosure. PART III ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Information regarding the Directors and Executive Officers of the Company is incorporated by reference from the Company's definitive proxy statement to be filed pursuant to Regulation 14(a) relating to the Annual Meeting of Shareholders hereinafter referred to as the Company's Definitive Proxy Statement. ITEM 10. EXECUTIVE COMPENSATION. Information regarding executive compensation is incorporated by reference from the Company's Definitive Proxy Statement. ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the Company's Definitive Proxy Statement. ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Information regarding certain relationships and related transactions is incorporated by reference from the Company's Definitive Proxy Statement. ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K. (a) 1. The following financial statements are submitted herewith in Part II: Report of Independent Public Accountants Balance Sheets Statements of Operations Statements of Stockholders' Equity Statements of Cash Flows Notes to Financial Statements Exhibits 3(a) Articles of Incorporation of the Company, as amended.(1) 3(b) Bylaws of the Company.(1) 4 Form of Common Stock Certificate.(3) 10(a) Revolving Line of Credit Agreement and Draw Term Note Agreement between the Company and Colorado National Bank (without exhibits).(1) 10(b) Agreement dated January 2, 1991, between the Company and Colorado National Bank.(3) 10(c) Agreement between the Company and Okabena Partnership V-6 (without exhibits).(1) 10(e) Incentive Stock Option Plan.(2) 10(f) Non-qualified Stock Option Plan.(2) 10(g) 1992 Incentive Stock Option Plan (4) 10(h) 1994 Non-Employee Director Stock Option Plan (5) 10(I) 1995 Dynamic Materials Corporation Form of Indemnity Agreement (6) 27 Financial Data Schedule (1) Incorporated by reference from the Company's Registration Statement on Form S-1, Registration Number 33-35059, as filed on July 25, 1990. (2) Incorporated by reference from the Company's Registration Statement on Form S-8, as filed on February 3, 1990. (3) Incorporated by reference from the Company's filing on Form 8, Amendment 4 dated May 30, 1991. (4) Incorporated by reference from the Company's filing on Form 10KSB dated January 14, 1994, and amended by the Company's Proxy Statement dated October 10, 1994. (5) Incorporated by reference from the Company's Proxy Statement dated October 10, 1994. (6) Incorporated by reference from the Company's Proxy Statement dated July 21, 1995. (b) The Company filed reports on Form 8-K as follows: 1. A Form 8-K was filed on June 23, 1995, announcing the adoption of a form of Indemnity Agreement for Directors and Officers of the Company. Signatures In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) DYNAMIC MATERIALS CORPORATION. ----------------------------- By Paul Lange Date February 29, 1996 ------------------------------ ----------------- President In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Paul Lange February 29, 1996 ------------------------------ President Craig N. Evans February 29, 1996 ------------------------------ Chief Financial and Chief Accounting Officer Paul Lange February 29, 1996 ------------------------------ Director Dean K. Allen February 29, 1996 ------------------------------ Director Edward A. Keible February 29, 1996 ------------------------------ Director Michael C. Hone February 29, 1996 ------------------------------ Director George W. Morgenthaler February 29, 1996 ------------------------------ Director DYNAMIC MATERIALS CORPORATION ----------------------------- INDEX TO FINANCIAL STATEMENTS ----------------------------- Page ---- Report of Independent Public Accountants F-1 Balance Sheets as of December 31, 1995 and 1994 F-2 Statements of Operations for the Years Ended December 31, 1995 and 1994 F-4 Statements of Stockholders' Equity for the Years Ended December 31, 1995 and 1994 F-5 Statements of Cash Flows for the Years Ended December 31, 1995 and 1994 F-6 Notes to Financial Statements F-8 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors of Dynamic Materials Corporation: We have audited the accompanying balance sheets of DYNAMIC MATERIALS CORPORATION (a Colorado corporation) as of December 31, 1995 and 1994, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dynamic Materials Corporation as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Arthur Andersen LLP Denver, Colorado, February 2, 1996. Page 1 of 2 DYNAMIC MATERIALS CORPORATION ----------------------------- BALANCE SHEETS -------------- AS OF DECEMBER 31, 1995 AND 1994 --------------------------------