Ducommun (DCO) 8-K/A Financial statements and exhibits

Exhibit 99.4

     Unaudited Pro Forma Financial Information for Ducommun Incorporated and Composite Structures, LLC for the Year Ended December 31, 2000 and the Three Months Ended March 31, 2001.

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Ducommun Incorporated
Pro Forma Financial Information
(Unaudited)

The following unaudited pro forma financial statements reflect the acquisition by Ducommun Incorporated (“Ducommun”) on June 6, 2001 of substantially all of the assets and assumption of certain liabilities of Composite Structures, LLC (“Composite”). The purchase price for Composite was approximately $53,584,000, subject to adjustments following the closing. The acquisition will be accounted for under the purchase method of accounting.

The unaudited pro forma condensed combined balance sheet at March 31, 2001 gives effect to the acquisition of Composite assuming the transaction was consummated as of March 31, 2001. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2000 and the three months ended March 31, 2001 give effect to the acquisition of Composite assuming the transaction was consummated as of the beginning of the periods presented. The unaudited pro forma condensed combined statements of operations combine the historical statements of operations of Ducommun and Composite for the three months ended March 31, 2001 and the year ended December 31, 2000.

The Composite acquisition will be accounted for using the purchase method of accounting. The purchase price is allocated to acquired assets and liabilities based on their estimated fair values at the date of the acquisition, and any excess is allocated to goodwill. The amount and allocation of the purchase price is subject to revision, which is not expected to be material, based on the final determination of the tangible net book value of Composite on the closing date and the fair value of certain acquired assets and liabilities. The Composite acquisition was included in the Ducommun Incorporated Form 10-Q for the period ended June 30, 2001.

The unaudited pro forma condensed combined statements of operations are not necessarily indicative of the operating results that would have been achieved had the acquisition been consummated at the beginning of the periods presented; and should not be construed as representative of future operating results. The pro forma financial statements should also be read in conjunction with Ducommun’s consolidated financial statements and notes set forth in the report on Form 10-K for the year ended December 31, 2000 and the Form 10-Q for the quarter ended June 30, 2001.

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DUCOMMUN INCORPORATED
Pro Forma Condensed Combined Balance Sheet
March 31, 2001
(Amounts in thousands)
(Unaudited)

										Ducommun
							Pro Forma			and Composite
			Ducommun		Composite		Adjustments			Combined
ASSETS
Current Assets:
	Cash and cash equivalents		$	140	$	251	$	(251	)(a)	$	140
	Accounts receivable (less allowance for doubtful accounts)			26,071		8,873		265	(e)		35,209
	Inventories, net			32,111		7,633					39,744
	Deferred income taxes			3,370		—					3,370
	Prepaid income taxes			134		—					134
	Other current assets			3,554		533					4,087
		Total Current Assets		65,380		17,290		14			82,684
Property and Equipment, Net				50,186		5,339					55,525
Deferred Income Taxes				165		—					165
Excess of Cost Over Net Tangible Assets Acquired (Net of Accumulated Amortization)				38,337		—		35,584	(b)		73,921
Other Assets, Net				1,272		1,536					2,808
			$	155,340	$	24,165	$	35,598		$	215,103
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
	Current portion of long-term debt		$	1,419	$	—	$	1,784	(c)	$	3,203
	Accounts payable			12,349		4,034					16,383
	Accrued liabilities			16,553		2,076					18,629
		Total Current Liabilities		30,321		6,110		1,784			38,215
Long-Term Debt				18,705		2,674		49,125	(a)(c)		70,504
Deferred Income Taxes				2,409		—					2,409
Other Long-Term Liabilities				1,316		—					1,316
		Total Liabilities		52,751		8,784		50,909			112,444
Shareholders’ Equity				102,589		15,381		(15,311	)(d)		102,659
			$	155,340	$	24,165	$	35,598		$	215,103

(a)	This adjustment is made to exclude assets and liabilities not acquired.
(b)	This adjustment is required to reflect the excess of acquisition cost over the fair value of net tangible assets acquired (Goodwill).
(c)	This adjustment is made to reflect bank borrowings, notes payable and other liabilities assumed to finance the transaction.
(d)	This adjustment is made to eliminate the shareholders’ equity accounts of Composite and include the net earnings associated with Pro Forma adjustments (See Exhibit 99.4)
(e)	This adjustment is made to reflect a purchase price adjustment following the closing.

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DUCOMMUN INCORPORATED
Pro Forma Condensed Combined Statement of Operations
Three Months Ended March 31, 2001
(Amounts in thousands)
(Unaudited)

													Ducommun
										Pro Forma			and Composite
				Ducommun			Composite			Adjustments			Combined
Net Sales				$	48,461		$	15,400		$			$	63,861
Operating Costs and Expenses:
	Cost of goods sold				36,007			12,043						48,050
	Selling, general and administrative expenses				6,476			1,720						8,196
	Goodwill amortization expense				719			—			603	(a)		1,322
			Total Operating Costs and Expenses		43,202			13,763			603			57,568
Operating Income					5,259			1,637			(603	)		6,293
Interest Expense, Net					(380	)		(12	)		(909	)(b)		(1,301	)
Income from Continuing Operations Before Taxes					4,879			1,625			(1,512	)		4,992
Income Tax Expense					(1,854	)		—			(43	)(c)		(1,897	)
	Net Income			$	3,025		$	1,625		$	(1,555	)	$	3,095
Earnings Per Share:
		Basic		$	.31								$	.32
		Diluted			.31									.32
Weighted Average Number of Common Shares Outstanding:
		Basic			9,614									9,614
		Diluted			9,718									9,718

(a)	This adjustment is made to amortize goodwill arising on the Composite acquisition on a straight line basis over 15 years.
(b)	This adjustment is made to reflect incremental interest on bank borrowings and notes payable used to finance the transaction at an approximate interest rate of 6.90%.
(c)	This adjustment is made to represent the tax effects of Composite and the Pro Forma adjustments above at Ducommun’s approximate tax rate of 38%.

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DUCOMMUN INCORPORATED
Pro Forma Condensed Combined Statement of Operations
Year Ended December 31, 2000
(Amounts in thousands)
(Unaudited)

													Ducommun
										Pro Forma			and Composite
				Ducommun			Composite			Adjustments			Combined
Net Sales				$	165,711		$	59,300		$			$	225,011
Operating Costs and Expenses:
	Cost of goods sold				117,750			41,771						159,521
	Selling, General and administrative expenses				22,804			8,429						31,233
	Goodwill amortization expense				2,852			—			2,412	(a)		5,264
			Total Operating Costs and Expenses		143,406			50,200			2,412			196,018
Operating Income					22,305			9,100			(2,412	)		28,993
Interest Expense, Net					(1,788	)		(273	)		(3,636	)(b)		(5,697	)
Income from Continuing Operations Before Taxes					20,517			8,827			(6,048	)		23,296
Income Tax Expense					(7,797	)		—			(660	)(c)		(8,457	)
	Net Income			$	12,720		$	8,827		$	(6,708	)	$	14,839
Earnings Per Share:
		Basic		$	1.32								$	1.54
		Diluted			1.30									1.52
Weighted Average Number of Common Shares Outstanding:
		Basic			9,650									9,650
		Diluted			9,761									9,761

(a)	This adjustment is made to amortize goodwill arising on the Composite acquisition on a straight line basis over 15 years.
(b)	This adjustment is made to reflect incremental interest on bank borrowings and notes payable used to finance the transaction at an approximate interest rate of 6.90%.
(c)	This adjustment is made to represent the tax effects of Composite and the Pro Forma adjustments above at Ducommun’s approximate tax rate of 38%.