-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCr6K/JaxvfsH7czYfwXtaQcYteYma+kaTLk8II7/n6ZUTPbaI2kvVzwSHpqXQS6 9tlnK/HQa3lEP1d7BcoYYg== 0000898080-04-000595.txt : 20041112 0000898080-04-000595.hdr.sgml : 20041111 20041112153341 ACCESSION NUMBER: 0000898080-04-000595 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041105 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAMIC MATERIALS CORP CENTRAL INDEX KEY: 0000034067 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRIMARY METAL PRODUCTS [3390] IRS NUMBER: 840608431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14775 FILM NUMBER: 041138969 BUSINESS ADDRESS: STREET 1: 5405 SPINE ROAD CITY: BOULDER STATE: CO ZIP: 80301 BUSINESS PHONE: 3036655700 MAIL ADDRESS: STREET 1: 5405 SPINE ROAD CITY: BOULDER STATE: CO ZIP: 80301 FORMER COMPANY: FORMER CONFORMED NAME: EXPLOSIVE FABRICATORS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 5, 2004 Dynamic Materials Corporation (Exact Name of Registrant as Specified in its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-8328 84-0608431 (Commission File Number) (I.R.S. Employer Identification Number) (303) 655-5700 (Registrant's Telephone Number, Including Area Code) 5405 Spine Road, Boulder, Colorado 80301 (Address of Principal Executive Offices) (Zip Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.133-4(c)) Item 2.02 Results of Operations and Financial Condition On November 11, 2004, the Dynamic Materials Corporation (the "Company") issued a press release announcing its financial results for the third quarter of 2004. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information provided in this Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (b) Resignation of Director On November 10, 2004, the Company issued a press release attached hereto as Exhibit 99.1 that Yves Charvin has resigned as director of the Company. Mr. Charvin's resignation was not due to a disagreement with the Company known to any executive officer of the Company, and Mr. Charvin did not serve on any committees of the Board of Directors. (d) Election of Director The Company's Board of Directors elected Michel Rieusset as director at a meeting held on November 5, 2004 to fill the vacancy resulting from the resignation of Yves Charvin. Mr. Rieusset is not expected to serve on any committees of the Board of Directors. Mr. Rieusset serves as in house general counsel for Groupe SNPE, which owns a 54% interest in the Company through a U.S. subsidiary, SNPE, Inc. Item 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Press release reporting financial results for the third quarter of 2004, dated November 11, 2004 99.2 Press release announcing changes to the board of directors dated November 10, 2004. 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. DYNAMIC MATERIALS CORPORATION By: /s/ Richard A. Santa ---------------------------------- Richard A. Santa Vice President and Chief Financial Officer Dated: November 12, 2004 INDEX TO EXHIBITS Number Description 99.1 Press release reporting financial results for the third quarter of 2004, dated November 11, 2004 99.2 Press release announcing changes to the board of directors dated November 5, 2004. EX-99.1 2 ex99-1.txt EXH 99.1 Exhibit 99.1 [GRAPHIC OMITTED] For Immediate Release Contact: Richard A. Santa Vice President and Chief Financial Officer Dynamic Materials Corporation 303-604-3938 DYNAMIC MATERIALS REPORTS THIRD QUARTER 2004 FINANCIAL RESULTS (Boulder, CO - November 11, 2004) Dynamic Materials Corporation, (Nasdaq: BOOM), "DMC", today reported third quarter income from continuing operations of $1,135,275, or $.22 per diluted share, versus income from continuing operations of $358,568, or $.07 per diluted share, for the third quarter of 2003. DMC's third quarter 2004 sales were $12,070,114, a 24% increase from third quarter 2003 sales of $9,724,125. For the nine months ended September 30, 2004, DMC reported income from continuing operations of $2,106,667, or $.41 per diluted share, versus income from continuing operations of $1,367,312, or $.27 per diluted share, for the first nine months of 2003. Reported sales for the first nine months of 2004 increased by 27% to $34,215,328 from $26,930,181 for the comparable period of 2003. For the three months ended September 30, 2004, DMC reported net income of $833,902, or $.16 per diluted share, compared to a net loss of $679,393, or $.13 per diluted share, for the third quarter of 2003. For the nine months ended September 30, 2004, DMC reported net income of $537,130, or $.10 per diluted share, versus a net loss $130,281, or $.03 per diluted share, for the first nine months of 2003. Reported net income for the three and nine months ended September 30, 2004 reflects the negative effect of a loss from discontinued operations of $301,373, or $.06 per diluted share, and $1,569,537, or $.31 per diluted share, respectively, including operating losses of $133,373 and $782,537 for the respective periods and a $787,000 loss for the nine-month period relating to the previously announced divestiture of the Company's Spin Forge Division under a transaction that closed on September 17, 2004. The net loss for the three and nine months ended September 30, 2003 included losses from discontinued operations of $1,037,961, or $.20 per diluted share, and $1,497,593, or $.30 per diluted share, respectively, relating to the combined 2003 operating losses of Spin Forge and the former Precision Machined Products ("PMP") division, which was sold on October 7, 2003, and a loss on the sale of PMP in the amount of $710,309 that was recorded in the third quarter of 2003. Explosive Metalworking Group Performance DMC's Explosive Metalworking Group reported third quarter 2004 sales of $11,341,677, a 25% increase from sales of $9,068,486 for the third quarter of 2003. For the three months ended September 30, 2004 and 2003, the Group reported income from operations of $1,868,924 and $820,852, respectively. Group sales for the nine months ended September 30, 2004 were $32,428,150, an increase of 31% from sales of $24,820,283 for the first nine months of 2003. The Group reported income from operations of $3,736,230 and $2,397,995 for the nine months ended September 30, 2004 and 2003, respectively. The 56% increase in the Group's year-to-date operating income follows a 31% sales increase and reflects a more favorable absorption of Exhibit 99.1 both fixed manufacturing overhead expenses and operating expenses. The Explosive Metalworking Group's backlog, which had increased from $11.7 million at the end of 2003 to $21.1 million as of June 30, 2004, increased further to $25.6 million as of September 30, 2004. This record backlog should result in the Group reporting strong sales and operating income in the fourth quarter of 2004 and first quarter of 2005. AMK Welding Performance Historically, DMC's Aerospace Group was comprised of the AMK Welding ("AMK"), Spin Forge and PMP divisions. Since PMP and Spin Forge are now reported as discontinued operations due to the 2003 sale of PMP and the 2004 divestiture of Spin Forge, the Aerospace Group no longer exists and AMK is now being reported as a stand-alone business segment. AMK contributed $728,437 to sales in the third quarter of 2004, an increase of 11% from reported sales of $655,639 in the third quarter of 2003. For the nine months ended September 30, 2004, AMK's sales decreased by 15% to $1,787,178 from the $2,109,898 in sales that AMK posted for the comparable period of 2003. AMK reported operating income of $43,519 for the nine months ended September 30, 2004 compared to operating income of $447,827 for the comparable period of 2003. For the three months ended September 30, 2004 and 2003, AMK reported operating income of $77,830 and $92,547, respectively. AMK year-to-date sales and operating income levels have declined as a result of less development work during 2004 on a new ground turbine product that AMK's customer has experienced delays in transitioning from a development phase into production. Management Comments In commenting upon the Company's third quarter 2004 results, Yvon Cariou, DMC's President and CEO, stated, "The business fundamentals and near-term outlook for our Explosive Metalworking Group remain very good and, with a record backlog as of September 30, 2004, the Group expects further improvement in sales and operating results during the fourth quarter of 2004 and to get off to a strong start in 2005." Cariou continued, "AMK's sales and operating income are also expected to show improvement in the fourth quarter. Based upon our understanding of AMK's customer's 2005 production plans for its new product and an expected increase in demand for commercial and military aircraft engines, prospects for measurable improvement in 2005 sales and operating results at AMK appear to be quite good," Except for the historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties including, but 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; the timing and size of expenditures; the timely receipt of government approvals and permits; the adequacy of local labor supplies at the Company's facilities; the availability and cost of funds; and general economic conditions, both domestically and abroad; as well as the other risks detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year ended December 31, 2003. Based in Boulder, Colorado, Dynamic Materials Corporation is a leading metalworking company, and its products include explosion bonded clad metal plates and other metal fabrications for the petrochemical, chemical processing, power generation, commercial aircraft, defense and a variety of other industries. For more information on Dynamic Materials Corporation visit the Company's web site at http://www.dynamicmaterials.com - Financial tables follow - Exhibit 99.1 DYNAMIC MATERIALS CORPORATION & SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (unaudited)
Three months ended Nine months ended September 30, September 30, ------------------ ----------------- 2004 2003 2004 2003 ---- ---- ---- ---- NET SALES $12,070,114 $ 9,724,125 $34,215,328 $26,930,181 COST OF PRODUCTS SOLD 8,776,634 7,442,252 25,707,669 19,765,074 ------------ ------------ ------------ ------------ Gross profit 3,293,480 2,281,873 8,507,659 7,165,107 ------------ ------------ ------------ ------------ COSTS AND EXPENSES: General and administrative expenses 572,325 684,280 2,256,825 2,133,530 Selling expenses 774,401 684,194 2,471,085 2,185,755 ------------ ------------ ------------ ------------ Total costs and expenses 1,346,726 1,368,474 4,727,910 4,319,285 ------------ ------------ ------------ ------------ INCOME FROM OPERATIONS OF CONTINUING OPERATIONS 1,946,754 913,399 3,779,749 2,845,822 OTHER INCOME (EXPENSE): Other income (expense), net (4,823) (16,268) 2,219 (16,230) Interest expense (116,695) (121,880) (350,717) (396,893) Interest income 6,481 1,260 18,100 2,888 ------------ ------------ ------------ ------------ INCOME BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS 1,831,717 776,511 3,449,351 2,435,587 INCOME TAX PROVISION 696,442 417,943 1,342,684 1,068,275 ------------ ------------ ------------ ------------ INCOME FROM CONTINUING OPERATIONS 1,135,275 358,568 2,106,667 1,367,312 DISCONTINUED OPERATIONS: Loss from operations of discontinued operations, net of tax benefit (133,373) (327,652) (782,537) (787,284) Loss on sale of assets associated with discontinued operations, net of tax benefit (168,000) (710,309) (787,000) (710,309) ------------ ------------ ------------ ------------ Loss from discontinued operations (301,373) (1,037,961) (1,569,537) (1,497,593) ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 833,902 $ (679,393) $ 537,130 $ (130,281) ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED: Income from continuing operations $ 0.22 $ 0.07 $ 0.41 $ 0.27 Loss from discontinued operations (0.06) (0.20) (0.31) (0.30) ------------ ------------ ------------ ------------ Net income (loss) $ 0.16 $ (0.13) $ 0.10 $ (0.03) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - Basic 5,122,225 5,072,943 5,106,287 5,065,283 ============ ============ ============ ============ Diluted 5,216,542 5,139,144 5,192,441 5,093,010 ============ ============ ============ ============
EX-99.2 3 ex99-2.txt EXH. 99.2 Exhibit 99.2 [GRAPHIC OMITTED][GRAPHIC OMITTED] For Immediate Release Contact: Richard A. Santa Vice President and Chief Financial Officer Dynamic Materials Corporation 303-604-3938 DMC ANNOUNCES CHANGE IN BOARD OF DIRECTORS (Boulder, CO - November 10, 2004) Dynamic Materials Corporation, (Nasdaq: BOOM), "DMC", today announced that its Board of Directors, at a meeting held on November 5, 2004, accepted the resignation of Yves Charvin as a director and elected Michel Rieusset to fill the resultant Board vacancy. Mr. Rieusset recently replaced Mr. Charvin as in house general counsel for Groupe SNPE after Mr. Charvin terminated his employment with Groupe SNPE. Groupe SNPE owns a 54% interest in DMC through a U.S. subsidiary, SNPE, Inc. Based in Boulder, Colorado, Dynamic Materials Corporation is a leading metalworking company, and its products include explosion bonded clad metal plates and other metal fabrications for the petrochemical, chemical processing, power generation, commercial aircraft, defense and a variety of other industries. For more information on Dynamic Materials Corporation visit the Company's web site at http://www.dynamicmaterials.com -----END PRIVACY-ENHANCED MESSAGE-----