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Exhibit 3
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DUCOMMUN INCORPORATED
PRO FORMA FINANCIAL INFORMATION
(Unaudited)
The following unaudited pro forma financial statements reflect the
acquisition by Jay-El Products, Inc., a wholly-owned subsidiary of Ducommun
Incorporated (Ducommun) on December 30, 1994, of substantially all of the
assets and the assumption of certain liabilities of Dynatech Microwave
Technology, Inc. (DMT), an indirect wholly-owned subsidiary of Dynatech
Corporation. The purchase price for DMT was $7.5 million in cash, subject to
adjustments following the closing. The acquisition was accounted for under the
purchase method of accounting.
The unaudited pro forma condensed combined statement of operations for
the twelve months ended December 31, 1994 give effect to the acquisition of
DMT assuming the transaction was consummated as of the beginning of the period
presented. The unaudited pro forma condensed combined statements of operations
combine the historical statements of operations of Ducommun and DMT for the
year ended December 31, 1994.
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 period presented;
and should not be construed as representative of future operating results. The
pro forma financial statement 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, 1994.
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DUCOMMUM INCORPORATED Exhibit 3
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Pro Forma Condensed Combined Statement of Operations
Twelve Months Ended December 31, 1994
(Amounts in thousands)
(Unaudited)
DUCOMMUN
Pro Forma and DMT
Ducommun DMT Adjustments Combined
--------- ------ ----------- ---------
Net Sales $72,715 $7,867 $ - $80,582
------- ------ ----- -------
Operating Costs and Expenses:
Cost of goods sold 49,716 5,264 - 54,980
Selling, general and administrative expenses 15,755 1,761 182 (a) 17,698
------- ------ ----- -------
Total Operating Costs and Expenses 65,471 7,025 182 72,678
------- ------ ----- -------
Operating Income 7,244 842 (182) 7,904
Interest (2,800) - (585)(b) (3,385)
------- ------ ----- -------
Income from Continuing Operations Before Taxes 4,444 842 (767) 4,519
Income Tax Expense (1,364) (258) 235 (c) (1,387)
------- ------ ----- -------
Net Income $ 3,080 $ 584 $(532) $ 3,132
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Per Share:
Fully Diluted Earnings Per Share $ 0.62 $ 0.62
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Weighted Average Number of Common and Common Equivalent
Shares Outstanding for Computation of Fully Diluted
Earnings Per Share 7,452 7,452
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(a) Record amortization of goodwill arising on the
DMT acquisition on a straight line basis
over 15 years and a reduction in expenses related
to administrative expenses charged by DMT's Parent.
(b) This adjustment is made to reflect incremental
interest on bank borrowings and notes payable
used to finance the transaction.
(c) Represents the tax effects of the above
adjustments at Ducommun's approximate tax rate.