U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1997
-----------------------------------------------------
[ ] 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
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Commission file number: 0-8328
DYNAMIC MATERIALS CORPORATION
---------------------------------------------
(Name of small business issuer in its charter)
COLORADO 84-0608431
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
551 ASPEN RIDGE DRIVE, LAFAYETTE 80026
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(Address of principal executive office) (Zip Code)
Issuer's telephone number, including Area Code (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 Securities 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
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 2,690,458 shares of common
stock as of April 30,1997.
ITEM 1. FINANCIAL STATEMENTS
DYNAMIC MATERIALS CORPORATION
CONDENSED BALANCE SHEETS
(unaudited)
March 31, December 31,
ASSETS 1996 1997
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 8,898 $ 209,650
Accounts receivable, net of allowance for doubtful
accounts of $196,250 and $170,000, respectively 5,816,523 6,176,589
Inventories 2,178,474 4,828,828
Prepaid expenses and other 101,831 150,951
Deferred tax asset 287,950 287,950
------------ ------------
Total current assets 8,393,676 11,653,968
------------ ------------
PROPERTY, PLANT AND EQUIPMENT 5,408,266 5,421,680
Less-Accumulated depreciation (2,546,925) (2,426,870)
------------ ------------
Property, plant and equipment--net 2,861,341 2,994,810
------------ ------------
IN TANGIBLE ASSETS, net of accumulated amortization
of $217,873 and $188,344, respectively 1,307,951 1,337,480
OTHER ASSETS 570,356 498,982
------------ ------------
TOTAL ASSETS $ 13,133,324 $ 16,485,240
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SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
1
DYNAMIC MATERIALS CORPORATION
CONDENSED BALANCE SHEETS
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY March 31, December 31,
1997 1996
------------ ------------
CURRENT LIABILITIES:
Bank overdraft $ -- $ 743,471
Accounts payable 1,124,854 2,255,190
Accrued expenses 1,146,676 990,959
Current maturities of long-term debt 96,661 94,636
Current portion of capital lease 27,528 27,528
------------ ------------
Total current liabilities 2,395,719 4,111,784
LINE OF CREDIT 1,500,000 3,930,000
LONG-TERM DEBT 65,024 89,857
CAPITAL LEASE OBLIGATION 93,965 100,639
DEFERRED TAX LIABILITY 27,200 27,200
------------ ------------
Total liabilities 4,081,908 8,259,480
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STOCKHOLDERS' EQUITY:
Convertible 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; 2,675,958 and 2,539,323 shares
issued and outstanding, respectively 133,702 126,967
Additional paid-in capital 6,164,739 5,971,076
Retained earnings 2,752,975 2,127,717
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9,051,416 8,225,760
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,133,324 $ 16,485,240
============ ============
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
2
DYNAMIC MATERIALS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(unaudited)
1996 1997
------------ ------------
NET SALES $ 9,781,910 $ 5,995,574
COST OF PRODUCTS SOLD 7,689,715 4,875,250
------------ ------------
Gross profit 2,092,195 1,120,324
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COSTS AND EXPENSES:
General and administrative expenses 504,100 349,633
Selling expenses 523,586 290,757
Research and development costs 103,262 85,817
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1,130,948 726,207
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INCOME FROM OPERATIONS 961,247 394,117
OTHER INCOME (EXPENSE):
Other income 21,890 7,632
Interest expense (65,364) (8,517)
Interest income 2,485 5,063
------------ ------------
Income before income tax provision 920,258 398,295
INCOME TAX PROVISION (295,000) (148,000)
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NET INCOME $ 625,258 $ 250,295
============ ============
NET INCOME PER SHARE $ .22 $ .09
============ ============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 2,891,140 2,641,743
============ ============
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
3
DYNAMIC MATERIALS CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(unaudited)
1997 1996
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 625,258 $ 250,295
Adjustments to reconcile net income
to net cash from operating activities-
Depreciation 143,062 83,762
Amortization 29,529 2,250
Decrease (increase) in-
Accounts receivable, net 360,066 1,563,313
Inventories 2,650,354 656,014
Prepaid expenses and other 49,120 (128,229)
Increase (decrease) in-
Bank overdraft (743,471) --
Accounts payable (1,130,336) (690,604)
Accrued expenses 155,717 182,965
------------ ------------
Net cash flows from operating activities 2,139,299 1,919,766
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (19,765) (94,250)
Sale of property, plant and equipment 10,172 --
Change in other noncurrent assets (71,374) 333
------------ ------------
Net cash flows used in investing activities (80,967) (93,917)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on line of credit, net (2,430,000) (600,000)
Payments on long-term debt (22,808) (25,482)
Payments on capital lease obligation (6,674) --
Net proceeds from issuance of common stock 200,398 18,500
------------ ------------
Net cash flows from financing activities (2,259,084) (606,982)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (200,752) 1,218,867
CASH AND CASH EQUIVALENTS, beginning of the period 209,650 487,57
------------ ------------
CASH AND CASH EQUIVALENTS, end of the period $ 8,898 $ 1,706,440
============ ============
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
4
1. BASIS OF PRESENTATION
The information included in the Condensed Financial Statements is unaudited,
but includes all adjustments which are, in the opinion of management, necessary
for a fair presentation of the interim periods presented. These Condensed
Financial Statements should be read in conjunction with the Company's 1996
Annual Report filed on Form 10-KSB.
2. ACQUISITION OF DETACLAD(R) BUSINESS OF E.I. DUPONT DE NEMOURS AND COMPANY
On July 22, 1996, the Company acquired certain assets of the Detaclad Business
of E.I. DuPont de Nemours and Company (DuPont). Detaclad designs, manufactures
and distributes explosion bonded clad metal plates and also provides explosive
shock syntheses services to DuPont in connection with DuPont's production of
industrial diamonds. The total purchase price of $5,321,850 included $5,024,233
in cash payments to Dupont, $250,576 in acquisition related expenses and the
assumption of accrued liabilities in the amount of $47,041. Assets acquired
consisted principally of trade accounts receivable, inventories, machinery and
equipment, leasehold improvements and trade names used in the business, as well
as subleases of the facilities at which the Detaclad business is conducted. The
Detaclad acquisition was financed with Company cash and borrowings under a
revolving credit facility with KeyBank of Colorado.
The acquisition has been accounted for using the purchase method of accounting.
The purchase price was allocated to the assets acquired based on their
approximate fair market values at the purchase date. The results of operations
of Detaclad since the July 22, 1996, purchase date are included in the
Company's condensed financial statements.
The following unaudited pro forma results of operations of the Company for the
three months ended March 31, 1996 assumes that the acquisition of Detaclad had
occurred on January 1, 1996. These pro forma results are not necessarily
indicative of the actual results of operations that would have been achieved
nor are they necessarily indicative of future results of operations.
Revenues $ 9,391,261
Net Income $ 351,699
Net Income Per Share $ .13
5
3. INVENTORIES
This caption on the Condensed Balance Sheet includes the following:
MARCH 31, DECEMBER 31,
1997 1996
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Raw Materials $ 515,118 $ 600,942
Work-in-Process 1,404,928 3,997,680
Supplies 258,428 230,206
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$ 2,178,474 $ 4,828,828
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4. NET INCOME PER COMMON SHARE:
Net income per common share has been computed based upon the weighted average
number of shares of common stock and common stock equivalents outstanding
during each period. Common stock equivalents recognize the potential dilutive
effects of the future exercise of common stock options. Net income per share
for the three months ended March 31, 1996 has been restated to correct an error
in the computation of common stock equivalents outstanding. The effect of this
change was to reduce net income per share by $.01 for the period.
Statement of Financial Accounting Standards No. 128 ("SFAS 128), "Earnings per
Share", supersedes APB Opinion 15 ("APB 15"), "Earnings per Share", and is
effective for interim and annual periods ending after December 15, 1997. While
early application of SFAS 128 is prohibited, footnote disclosure of pro forma
earnings per share ("EPS") under the new standard is permitted. SFAS 128
replaces primary EPS with basic EPS and fully diluted EPS with diluted EPS.
Basic 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 dilutive effects of the future exercise of common stock options
utilizing the same computations that the Company currently uses to compute
primary EPS under APB 15. Pro forma earnings per share for the quarters ended
March 31, 1997 and 1996 under SFAS 128 are as follows:
QUARTER ENDED QUARTER ENDED
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MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
Basic earnings per share $ .24 $ .10
Shares outstanding 2,600,239 2,507,313
Diluted earnings per share $ .22 $ .09
Shares outstanding 2,891,140 2,641,743
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Statements which are not historical facts contained in this report are
forward-looking statements that involve risks and uncertainties that could
cause actual results to differ materially from projected results. 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; 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. The Company undertakes no obligation to
publicly release the results of any revision to these forward-looking
statements which may be made to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events. The Company
further directs readers to the factors discussed in the Company's Form 10-KSB
for the year ended December 31, 1996.
GENERAL
Dynamic Materials Corporation ("DMC" or the "Company"), formerly
Explosive Fabricators, Inc., was incorporated in Colorado in 1971. DMC is a
worldwide leader in the high energy metal working business. The high energy
metal working business includes the use of explosives to perform both
metallurgical bonding, or metal "cladding," and metal forming. The Company
performs metal cladding using its proprietary Dynaclad(TM) and Detaclad(R)
technologies and performs metal forming using its proprietary Dynaform(TM)
technology. The Company generates approximately 90% of its revenues from its
metal cladding business and approximately 10% of its revenues from its metal
forming business.
Metal Cladding. Clad metal products are used in manufacturing
processes or environments that involve highly corrosive chemicals, high
temperatures and/or high pressure conditions. For example, the Company
fabricates clad metal tube sheets for heat exchangers. Heat exchangers are used
in a variety of high temperature, high pressure, highly corrosive chemical
processes, such as processing crude oil in the petrochemical industry and
processing chemicals used in the manufacture of synthetic fibers. The Company
believes that its clad metal products are an economical, high-performance
alternative to the use of solid corrosion-resistant alloys.
Metal Forming. Formed metal products are made from single sheets of
metal that are formed into a single part in place of a welded assembly of
multiple components. For example, the Company fabricates structural and engine
components, such as torque box webs used in jet engine nacelles for the
aircraft industry. The Company believes that its formed metal products provide
a number of advantages over welded assemblies, including lower assembly and
inspection costs, improved reliability, reduced overall weight and increased
overall strength.
The Company is continually working to generate solutions to the
materials needs of customers in its target markets. Key elements of the
Company's strategy include continual improvement of its basic processes and
product offerings, the internal development of new cladding and forming
products and the acquisition of businesses that broaden or complement the
Company's existing product lines. In July 1996, the Company completed its first
strategic acquisition when it acquired the assets of the Detaclad(R) Division
("Detaclad") of E.I. DuPont de Nemours and Company ("DuPont"), a complementary
explosion cladding business with expertise in cladding thin metals and heat
exchanger components primarily for the chemical processing, power generation
and petrochemical industries. In
7
addition, the Company has recently completed production of titanium clad plates
used in the fabrication of metal autoclaves to replace autoclaves made of brick
and lead for two customers in the mining industry.
On July 22, 1996, the Company completed the acquisition of Detaclad
for a purchase price of $5,321,850, including $250,576 of acquisition-related
expenses and the assumption of $47,041 in liabilities. The Detaclad assets
represent an approximate 50% increase in the Company's total assets from
December 31, 1995. As operated by DuPont, Detaclad generated approximately
$11,200,000 in sales revenues in the year ended December 31, 1995. Accordingly,
the Company's results of operations subsequent to the acquisition will not be
directly comparable with the pre-acquisition results.
The Company has experienced, and expects to continue to experience,
quarterly fluctuations in operating results caused by various factors,
including the timing and size of orders by major customers, customer inventory
levels, shifts in product mix, the occurrence of acquisition-related costs and
general economic conditions. In addition, the Company typically does not obtain
long-term volume purchase contracts from its customers. Quarterly sales and
operating results therefore depend on the volume and timing of backlog as well
as bookings received during the quarter. A significant portion of the Company's
operating expenses is fixed, and planned expenditures are based primarily on
sales forecasts and product development programs. If sales do not meet the
Company's expectations in any given period, the adverse impact on operating
results may be magnified by the Company's inability to adjust operating
expenses sufficiently or quickly enough to compensate for such a shortfall. In
addition, the Company uses numerous suppliers of alloys, steels and other
materials for its operations. The Company typically bears a short-term risk of
alloy, steel and other component price increases, which could adversely affect
the Company's gross profit margins. Although the Company will work with
customers and suppliers to minimize the impact of any component shortages,
component shortages have had, and are expected to have from time to time,
short-term adverse effects on the Company's business. Results of operations in
any period should not be considered indicative of the results to be expected
for any future period. Fluctuations in operating results may also result in
fluctuations in the price of the Company's Common Stock.
8
QUARTER ENDED MARCH 31, 1997 COMPARED TO MARCH 31, 1996
The following table sets forth for the periods indicated the
percentage relationship to net sales of certain income statement data:
PERCENTAGE OF NET SALES
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
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Net Sales 100.0% 100.0%
Cost of Products Sold 78.6% 81.3%
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Gross Profit 21.4% 18.7%
General & Administrative 5.2% 5.8%
Selling Expenses 5.4% 4.9%
R & D 1.1% 1.4%
Other Income 0.2% 0.1%
Interest Expense 0.6% 0.1%
Interest Income 0.1% 0.1%
Income Tax Provision 3.0% 2.5%
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Net Income 6.4% 4.2.%
NET SALES. Net sales for the quarter ended March 31, 1997 increased by 63.2% to
$9,781,910 from $5,995,574 in the first quarter of 1996. This increase was
primarily attributable to strong first quarter shipments against a large
December 31, 1996 backlog of orders, including two large orders that generated
approximately $3.2 million in sales during the first quarter of 1997, and the
July 22, 1996 acquisition of Detaclad.
GROSS PROFIT. As a result of the Company's increase in net sales and an
improvement in the gross margin rate, gross profit for the quarter ended March
31, 1997 increased by 86.7% to $2,092,195 from $1,120,324 in first quarter of
1996. The gross profit margin for the quarter ended March 31, 1997 was 21.4%,
representing a 14.4% increase from the gross profit margin of 18.7% for the
first quarter of 1996. The increase in the gross margin rate is principally due
to product mix fluctuations within the clad metal product line.
GENERAL AND ADMINISTRATIVE. General and administrative expenses for quarter
ended March 31, 1997 increased 44.2% to $504,100 from $349,633 in the first
quarter of 1996. This increase reflects higher expense levels in a number of
categories, including compensation, legal fees, travel and amortization of
goodwill and intangibles. General and administrative expenses are expected to
remain at these higher 1997 levels to support the Detaclad operations,
increased sales activity and other strategic business initiatives. Despite the
increases experienced in general and administrative expenses for the quarter
ended March 31, 1997, general and administrative expenses as a percentage of
net sales decreased from 5.8% in the first quarter of 1996 to 5.2% for the
quarter ended March 31, 1997.
9
SELLING EXPENSE. Selling expenses increased by 80.1% to $523,586 for the
quarter ended March 31, 1997 from $290,757 in the first quarter of 1996. This
increase reflects higher expense levels in a number of categories, including
compensation and benefits, advertising and promotion, reserves for bad debts
and travel and entertainment expenses. Selling expenses are expected to remain
at these higher 1997 levels due to staffing increases during the last half of
1996 that are attributable to the Detaclad acquisition, general business growth
and the Company's plans to expand its domestic and international marketing
activities. Selling expenses as a percentage of net sales increased from 4.9%
in the first quarter of 1996 to 5.4% for the quarter ended March 31, 1997 as a
result of these higher spending levels.
RESEARCH AND DEVELOPMENT. Research and development expenses increased 20.3% to
$103,262 for the quarter ended March 31, 1997 from $85,817 in the first quarter
of 1996. This increase reflects the increased use of contract engineering
services to support current product development efforts.
INCOME FROM OPERATIONS. Income from operations increased by 143.9% to $961,247
for the quarter ended March 31, 1997 from $394,117 in the first quarter of
1996. This increase is a direct result of the 63.2% increase in net sales
combined with an improvement in the gross margin rate to 21.4% for the quarter
ended March 31, 1997 from 18.7% in the first quarter of 1996. This improved
gross margin rate is a result of favorable changes in product mix. Income from
operations as a percentage of net sales increased to 9.8% for the quarter ended
March 31, 1997 from 6.6% in the first quarter of 1996.
INTEREST EXPENSE. Interest expense increased to $65,364 for the quarter ended
March 31, 1997 from $8,517 in the first quarter of 1996. This increase is due
to borrowings during the last half of 1996 under the Company's revolving line
of credit facility with KeyBank of Colorado that were required to finance a
portion of the Detaclad acquisition and working capital requirements associated
with two large orders that accounted for a significant portion of December 31,
1996 accounts receivable and inventory balances. Interest expense is expected
to decrease in the second quarter of 1997 as the line of credit borrowings were
reduced from $3,930,000 at December 31, 1996 to $1,500,000 at March 31, 1997.
INCOME TAX PROVISION. The Company's income tax provision increased by 99.3% to
$295,000 for the quarter ended March 31, 1997 from $148,000 in the first
quarter of 1996. The effective tax rate was 32.1% in the quarter ended March
31, 1997 as compared to an effective tax rate of 37.2% for the first quarter of
1996. The lower effective tax rate for the quarter ended March 31, 1997
reflects the impact of tax deductions associated with the exercise of
non-qualified stock options during the quarter ended March 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Historically, the Company has secured the major portion of its
operational financing from internally generated funds and an asset-backed
revolving credit facility. In anticipation of financing needs for the Detaclad
acquisition, the Company entered into a $7,500,000 secured credit facility with
KeyBank of Colorado in July of 1996. At March 31, 1997, $1,500,000 was
outstanding under this facility. The credit facility has a seven-year term and
is secured by substantially all of the Company's assets, including its accounts
receivable, inventory and equipment. The maximum amount available under the
line of credit is subject to borrowing base restrictions that are a function of
defined balances in accounts receivable, inventory, real property and
equipment. As of March 31, 1997, borrowing
10
availability under the line of credit was approximately $4,540,000 beyond
actual borrowings as of that date.
During the quarter ended March 31, 1997, the Company generated
$2,139,299 in cash flows from operating activities as compared to $1,919,766 in
the first quarter of 1996. The principal sources of cash flow from operations
in the quarter ended March 31, 1997 were net income of $625,258, a decrease in
inventories of $2,650,354 and a decrease in accounts receivable of $360,066.
These sources of operating cash flow were offset by a $1,130,336 reduction in
accounts payable and a $743,471 reduction in a bank overdraft. The current
ratio was 3.5 at March 31, 1997 as compared to 2.8 at December 31, 1996.
Investing activities in the quarter ended March 31, 1997 used $80,967 of cash,
principally to fund capital expenditures (including expenditures on new
computer software included in other noncurrent assets). Financing activities
for the quarter ended March 31, 1997 used $2,259,084 of net cash, including the
use of $2,430,000 in cash to reduce line of credit borrowings that was
partially offset by cash proceeds of $200,398 from the exercise of stock
options.
The Company believes that its cash flow from operations and funds
expected to be available under its existing credit facility will be sufficient
to fund foreseeable working capital and capital expenditure requirements of its
base business operations. However, because the Company's business has been
based on a relatively small number of large specifically negotiated contracts,
the failure to perform 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 effect the
Company's ability to meet its cash requirements exclusively through internal
sources. Consequently, any restriction on the availability of borrowing under
the line of credit could negatively effect the Company's ability to meet its
future cash requirements. The Company plans to grow both internally and through
the acquisition of complementary businesses. A significant acquisition may
require the Company to secure additional debt or equity financing. While the
Company believes it would be able to secure such additional financing at
reasonable terms, there is no assurance that this would be the case.
11
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) None.
(b) None.
(c) None.
(d) None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a.) EXHIBITS:
27 Financial Data Schedule
(b.) None.
12
SIGNATURES
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.
DYNAMIC MATERIALS CORPORATION
---------------------------------------
(Registrant)
Date: May 15, 1997 /s/ RICHARD A. SANTA
---------------------------------------
Richard A. Santa, Vice President
of Finance and Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
13
INDEX TO EXHBITS
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule