FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________________ to ___________________
Commission File Number 1-8174
DUCOMMUN INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 95-0693330
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
111 West Ocean Boulevard, Suite 900, Long Beach, California 90802
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(Address of principal executive offices) (Zip Code)
(562) 624-0800
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of September 29, 2001, there
were outstanding 9,680,399 shares of common stock.
DUCOMMUN INCORPORATED
FORM 10-Q
INDEX
Page
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Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at September 29, 2001 and
December 31, 2000 3
Consolidated Statements of Income for Three Months
Ended September 29, 2001 and September 30, 2000 4
Consolidated Statements of Income for Nine Months
Ended September 29, 2001 and September 30, 2000 5
Consolidated Statements of Cash Flows for Nine Months
Ended September 29, 2001 and September 30, 2000 6
Notes to Consolidated Financial Statements 7 11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12 16
Item 3. Quantitative and Qualitative Disclosure About
Market Risk 17
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
-2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
September 29, December 31,
2001 2000
------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 186 $ 100
Accounts receivable (less allowance for doubtful
accounts of $1,250 and $1,161) 40,480 20,844
Inventories 41,219 32,240
Deferred income taxes 3,967 3,624
Prepaid income taxes 134 134
Other current assets 3,984 3,326
--------- ---------
Total Current Assets 89,970 60,268
Property and Equipment, Net 55,203 49,579
Deferred Income Taxes 165 165
Excess of Cost Over Net Assets Acquired (Net of
Accumulated Amortization of $13,268 and $10,355) 72,464 39,056
Other Assets 2,699 1,296
--------- ---------
$ 220,501 $ 150,364
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 3,149 $ 1,409
Accounts payable 16,608 11,552
Accrued liabilities 19,615 15,904
--------- ---------
Total Current Liabilities 39,372 28,865
Long-Term Debt, Less Current Portion 67,386 18,245
Deferred Income Taxes 2,409 2,409
Other Long-Term Liabilities 1,306 1,316
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Total Liabilities 110,473 50,835
--------- ---------
Commitments and Contingencies
Shareholders' Equity:
Common stock -- $.01 par value; authorized 35,000,000
shares; issued 9,680,399 shares in 2001 and
9,714,357 shares in 2000 97 97
Additional paid-in capital 35,863 36,673
Retained earnings 74,068 63,989
Less common stock held in treasury -- 0 shares in 200
and 109,900 shares in 2000 -- (1,230)
--------- ---------
Total Shareholders' Equity 110,028 99,529
--------- ---------
$ 220,501 $ 150,364
========= =========
See accompanying notes to consolidated financial statements.
-3-
DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
For Three Months Ended
----------------------------
September 29, September 30,
2001 2000
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Net Sales $ 66,573 $ 40,881
Operating Costs and Expenses:
Cost of goods sold 50,549 29,119
Selling, general and administrative expenses 7,612 5,355
Goodwill amortization expense 1,324 709
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Total Operating Costs and Expenses 59,485 35,183
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Operating Income 7,088 5,698
Interest Expense (977) (408)
-------- --------
Income Before Taxes 6,111 5,290
Income Tax Expense (2,322) (2,010)
-------- --------
Net Income $ 3,789 $ 3,280
======== ========
Earnings Per Share:
Basic $ .39 $ .34
Diluted .39 .33
Weighted Average Number of Common Shares Outstanding:
Basic 9,680 9,683
Diluted 9,769 9,840
See accompanying notes to consolidated financial statements.
-4-
DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
For Nine Months Ended
-----------------------------
September 29, September 30,
2001 2000
------------ -------------
Net Sales $ 165,497 $ 123,174
Operating Costs and Expenses:
Cost of goods sold 123,392 87,001
Selling, general and administrative expenses 21,053 17,364
Goodwill amortization expense 2,913 2,147
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Total Operating Costs and Expenses 147,358 106,512
--------- ---------
Operating Income 18,139 16,662
Interest Expense (1,883) (1,387)
--------- ---------
Income Before Taxes 16,256 15,275
Income Tax Expense (6,177) (5,805)
--------- ---------
Net Income $ 10,079 $ 9,470
========= =========
Earnings Per Share:
Basic $ 1.04 $ .98
Diluted 1.03 .97
Weighted Average Number of Common Shares Outstanding:
Basic 9,654 9,649
Diluted 9,742 9,758
See accompanying notes to consolidated financial statements.
-5-
DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For Nine Months Ended
-----------------------------
September 29, September 30,
2001 2000
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Cash Flows from Operating Activities:
Net Income $ 10,079 $ 9,470
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 8,030 6,579
Deferred income tax provision (343) 980
Income tax benefit related to the
exercise of nonqualified stock options 140 703
Changes in Assets and Liabilities,
Net of Effects of Acquisitions:
Accounts receivable (11,120) (438)
Inventories 3,406 (5,358)
Prepaid income taxes -- 1,549
Other assets (6) (735)
Accounts payable 1,081 464
Accrued and other liabilities 788 (17)
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Net Cash Provided by
Operating Activities 12,055 13,197
-------- --------
Cash Flows from Investing Activities:
Purchase of Property and Equipment (5,213) (6,467)
Acquisition of businesses (52,564) --
-------- --------
Net Cash Used in Investing Activities (57,777) (6,467)
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Cash Flows from Financing Activities:
Net Borrowings (Repayment) of Long-Term Debt 45,527 (6,059)
Purchase of Common Stock for Treasury 6 (174)
Other 275 (524)
-------- --------
Net Cash Provided by (Used in)
Financing Activities 45,808 (6,757)
-------- --------
Net Increase (Decrease) in Cash and Cash Equivalents 86 (27)
Cash and Cash Equivalents - Beginning of Period 100 138
-------- --------
Cash and Cash Equivalents - End of Period $ 186 $ 111
======== ========
Supplemental Disclosures of Cash Flows Information:
Interest Expense Paid $ 1,849 $ 1,482
Income Taxes Paid $ 6,644 $ 2,540
Supplemental information for Non-Cash Investing and
Financing Activities:
Nonnegotiable prommissory notes issued to sellers
of businesses (Note 7) $ 5,354 $ --
See accompanying notes to consolidated financial statements.
-6-
DUCOMMUN INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. The consolidated balance sheets, consolidated statements of income and
consolidated statements of cash flows are unaudited as of and for the
three months and nine months ended September 29, 2001 and September
30, 2000. The financial information included in the quarterly report
should be read in conjunction with the Company's consolidated
financial statements and the related notes thereto included in its
annual report to shareholders for the year ended December 31, 2000.
Note 2. Certain amounts and disclosures included in the consolidated financial
statements required management to make estimates which could differ
from actual results.
Note 3. Earnings Per Share
Basic earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding in each period.
Diluted earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding plus any
potential dilution that could occur if stock options were exercised
and converted into common stock in each period. The weighted average
number of common shares outstanding for the three months ended
September 29, 2001 and September 30, 2000 was 9,680,000 and 9,683,000,
and the potentially dilutive shares associated with stock options were
89,000 and 157,000, respectively. The weighted average number of
common shares outstanding for the nine months ended September 29, 2001
and September 30, 2000 was 9,654,000 and 9,649,000, and the
potentially dilutive shares associated with stock options were 88,000
and 109,000, respectively.
-7-
Note 4. Long-term debt is summarized as follows:
(in thousands)
----------------------------
September 29, December 31,
2001 2000
------------- ------------
Bank credit agreement $61,100 $14,300
Term and real estate loans 3,282 3,679
Notes and other liabilities
for acquisitions 6,153 1,675
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Total debt 70,535 19,654
Less current portion 3,149 1,409
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Total long-term debt $67,386 $18,245
======= =======
The Company's credit agreement provides for a $100,000,000 unsecured
revolving credit line declining to $60,000,000 at maturity on
September 30, 2005. Interest is payable monthly on the outstanding
borrowings based on the bank's prime rate (6.00% at September 29,
2001) plus a spread based on the leverage ratio of the Company
calculated at the end of each fiscal quarter (0.25% at September 29,
2001). A Eurodollar pricing option is also available to the Company
for terms of up to six months at the Eurodollar rate plus a spread
based on the leverage ratio of the Company calculated at the end of
each fiscal quarter (1.50% at September 29, 2001). The weighted
average interest rate on borrowings outstanding was 5.18% and 7.89% at
September 29, 2001 and December 31, 2000, respectively. At September
29, 2001, the Company had $38,900,000 of unused lines of credit, after
deducting $61,100,000 of loans outstanding. The agreement includes
minimum interest coverage, maximum leverage, minimum EBITDA and
minimum net worth covenants, an unused commitment fee based on the
leverage ratio (0.30% per annum at September 29, 2001), and
limitations on future dispositions of property, repurchases of common
stock, outside indebtedness, capital expenditures and acquisitions.
Note 5. Shareholders' Equity
Since 1998, the Company's Board of Directors has authorized the
repurchase of up to $30,000,000 of its common stock. During 1998, 1999
and 2000, the Company repurchased in the open market 1,918,962 shares
of its common stock for a total of $25,296,000, and cancelled
1,809,062 shares of treasury stock. The Company cancelled 109,900
shares of treasury stock during the quarter ended September 29, 2001.
The Company did not repurchase any of its common stock during the nine
months ended September 29, 2001.
-8-
Note 6. Commitments and Contingencies
Ducommun's subsidiary, Aerochem, Inc. ("Aerochem"), is a major
supplier of chemical milling services for the aerospace industry.
Aerochem has been directed by California environmental agencies to
investigate and take corrective action for groundwater contamination
at its El Mirage, California facility (the "Site"). Aerochem expects
to spend approximately $1 million for future investigation and
corrective action at the Site, and the Company has established a
provision for such costs. However, the Company's ultimate liability in
connection with the Site will depend upon a number of factors,
including changes in existing laws and regulations, and the design and
cost of the construction, operation and maintenance of the correction
action.
Com Dev Consulting Ltd. ("Com Dev") filed a lawsuit against the
Company and certain of its officers relating to the sale by the
Company of the capital stock of its wireless communications
subsidiary, 3dbm, Inc., to Com Dev in August 1998. During the second
quarter of 2001, the Company settled the lawsuit with Com Dev and
reached an agreement with its insurer regarding reimbursement of
defense costs and contribution to the settlement. The Company recorded
the financial impact, in excess of reserves, of the settlement with
Com Dev by recording an after-tax charge of $501,000 within selling,
general and administrative expenses in the second quarter of 2001.
In the normal course of business, Ducommun and its subsidiaries are
defendants in certain other litigation, claims and inquiries,
including matters relating to environmental laws. In addition, the
Company makes various commitments and incurs contingent liabilities.
While it is not feasible to predict the outcome of these matters, the
Company does not presently expect that any sum it may be required to
pay in connection with these matters would have a material adverse
effect on its consolidated financial position, results of operations
or cash flows.
Note 7. Acquisitions
On June 6, 2001, Ducommun Incorporated ("Ducommun" or the "Company")
acquired all of the units of Composite Structures, LLC ("Composite
Structures"), pursuant to a unit and stock purchase agreement by and
among Ducommun, as buyer, and Composite Structures, its Members and
Optionholders, CSD Holdings Corporation and the Shareholders of CSD
Holdings Corporation, collectively, as sellers. Composite Structures
designs and manufactures metal, fiberglass and carbon composite
aerostructures. The Company produces helicopter main and tail rotor
blades, and adhesive bonded assemblies, including spoilers and
fuselage structural panels for aircraft, jet engine fan containment
rings, and helicopters. The purchase price for Composite Structures,
including indebtedness assumed, was approximately $53,320,000. The
purchase price was approximately $47,966,000 in cash and $5,354,000 in
nonnegotiable promissory notes.
-9-
On August 13, 2001 (the "Closing Date") MechTronics of Arizona Corp.,
a wholly owned subsidiary of Ducommun Incorporated, acquired certain
assets of the Fort Defiance, Arizona operation of Packard Hughes
Interconnect Wiring Systems, a subsidiary of Delphi Automotive Systems
Corp. The Fort Defiance operation supplies wiring harnesses and cable
assemblies for use in commercial and military aerospace applications
and other military applications. The purchase price for Fort Defiance
was approximately $4,598,000 in cash, which is subject to adjustment
based upon the Fort Defiance inventory value as of the Closing Date.
The source of funds for the acquisitions of Composite Structures and
Fort Defiance was Ducommun's working capital and borrowings under
Ducommun's revolving credit agreement (Note 4). The acquisitions were
accounted for under the purchase method of accounting. The purchase
prices were allocated to the identifiable assets acquired and
liabilities assumed based upon the estimated fair values on the
acquisition dates. The net tangible assets consist primarily of
accounts receivable, inventory, property and equipment and other
liabilities. The excess amount of the purchase price over the fair
market value of identifiable assets acquired is accounted for as
goodwill and is being amortized on a straight-line basis over 15
years. Based on preliminary allocation of the purchase price, these
acquisitions accounted for approximately $36,321,000 of the excess of
cost over net assets acquired at September 29, 2001. The consolidated
statements of income include the operating results for Composite
Structures and Fort Defiance since the dates of the acquisitions.
The following table presents unaudited pro forma consolidated
operating results for the three months ended September 29, 2001 and
September 30, 2000, and the nine months ended September 29, 2001 and
September 30, 2000, as if the Composite Structures acquisition had
occurred as of the beginning of the periods presented. Pro forma
results for 2001, assuming the acquisition of certain assets of the
Fort Defiance operation at the beginning of the period, would not have
been materially different from the Company's historical results for
the periods presented.
-10-
Three Months Three Months Nine Months Nine Months
(In thousands, Ended Ended Ended Ended
except per share September 29, September 30, September 29, September 30,
amounts) 2001 2000 2001 2000
------------- ------------- ------------- -------------
Net sales $66,573 $56,949 $192,292 $169,107
Net earnings 3,789 4,405 9,701 10,701
Basic earnings per share 0.39 0.45 1.00 1.11
Diluted earnings per share 0.39 0.45 1.00 1.10
The unaudited pro forma consolidated operating results of the Company
are not necessarily indicative of the operating results that would
have been achieved had the Composite Structures acquisition been
consummated at the beginning of the periods presented, and should not
be construed as representative of future operating results.
Note 8. Future Accounting Requirements
In July 2001, the Financial Accounting Standards Board issued FASB
Statement No. 142 (FAS 142), "Goodwill and Other Intangible Assets."
FAS 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Upon adoption of FAS 142,
goodwill will be tested for each reporting unit of the Company
annually and at such other times as events or circumstances occur
indicating that goodwill might be impaired. Amortization of goodwill,
including goodwill recorded in past business combinations, will
cease. The adoption date for the Company of FAS 142 will be January
1, 2002. The Company has not yet determined what the impact of FAS
142 will be on the Company's results of operations and financial
position.
-11-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FINANCIAL STATEMENT PRESENTATION
The interim financial statements reflect all adjustments, consisting only of
normal recurring adjustments, which are, in the opinion of the Company,
necessary for a fair presentation of the results for the interim periods
presented.
ACQUISITIONS
On June 6, 2001, Ducommun Incorporated ("Ducommun" or the "Company"), acquired
all of the units (the "Units") of Composite Structures, LLC ("Composite
Structures"), pursuant to a Unit and Stock Purchase Agreement by and among
Ducommun, as buyer, and Composite Structures, LLC, its Members and
Optionholders, CSD Holdings Corporation and the Shareholders of CSD Holdings
Corporation, collectively, as sellers. Composite Structures designs and
manufactures metal, fiberglass and carbon composite aerostructures. The Company
produces helicopter main and tail rotor blades, and adhesive bonded assemblies,
including spoilers and fuselage structural panels for aircraft, jet engine fan
containment rings, and helicopters. The purchase price for Composite Structures,
including indebtedness assumed, was approximately $53,320,000. The purchase
price was approximately $47,966,000 in cash and $5,354,000 in nonnegotiable
promissory notes. On August 13, 2001 (the "Closing Date") MechTronics of Arizona
Corp., a wholly owned subsidiary of Ducommun, acquired certain assets of the
Fort Defiance, Arizona operation of Packard Hughes Interconnect Wiring Systems,
a subsidiary of Delphi Automotive Systems Corp. The Fort Defiance operation
supplies wiring harnesses and cable assemblies for use in commercial and
military aerospace applications and other military applications. The purchase
prices for Fort Defiance were approximately $4,598,000 in cash, which amount is
subject to adjustment based upon the Fort Defiance inventory value as of the
Closing Date. The source of funds for the acquisitions of Composite Structures
and Fort Defiance was Ducommun's working capital and borrowings under Ducommun's
revolving credit agreement (Note 4). The acquisitions were accounted for under
the purchase method of accounting. The purchase price was allocated to the
identifiable assets acquired and liabilities assumed based upon the estimated
fair value on the acquisition date. The net tangible assets consist primarily of
accounts receivable, inventory, property and equipment and other liabilities.
The excess amount of the purchase price over the fair market value of
identifiable assets acquired is accounted for as goodwill and is being amortized
on a straight-line basis over 15 years. Based on preliminary allocation of the
purchase price, these acquisitions accounted for approximately $36,321,000 of
the excess of cost over net assets acquired at September 29, 2001. The
consolidated statements of income include the operating results for Composite
Structures and Fort Defiance since the dates of the acquisitions.
-12-
RESULTS OF OPERATIONS
Third Quarter of 2001 Compared to Third Quarter of 2000
Net sales increased 63% to $66,573,000 in the third quarter of 2001. The
increase of approximately $25,692,000 in sales resulted primarily from an
increase in the Company's sales from the Composite Structures and Fort Defiance
acquisitions, which accounted for $18,830,000 of the sales increase, as well as
higher sales for various Regional Jet programs and higher military sales to the
C-17, F-15 and F-18 programs.
The Company had substantial sales to Boeing, Raytheon and Lockheed Martin.
During the third quarters of 2001 and 2000, sales to Boeing were approximately
$34,044,000 and $15,082,000, respectively; sales to Raytheon were approximately
$4,482,000 and $3,709,000, respectively; and sales to Lockheed Martin were
approximately $1,902,000 and $3,239,000, respectively. The sales relating to
Boeing, Raytheon and Lockheed Martin are diversified over a number of different
commercial, military and space programs.
Gross profit, as a percentage of sales, was 24.1% for the third quarter of 2001
compared to 28.8% in 2000. This decrease was primarily the result of changes in
sales mix, pricing pressures from customers, higher production costs, including
higher energy costs, operating inefficiencies at Ducommun AeroStructures, and
lower gross profit margins on sales from the Composite Structures and Fort
Defiance acquisitions.
Selling, general and administrative expenses, as a percentage of sales, were
11.4% for the third quarter of 2001 compared to 13.1% in 2000. The decrease in
these expenses as a percentage of sales was primarily the result of higher sales
volume partially offset by an increase in related variable period costs.
Goodwill amortization expense for the third quarter of 2001 was $1,324,000
compared to $709,000 in 2000. The increase was primarily the result of goodwill
amortization expense related to the Composite Structures acquisition made in
June 2001.
Interest expense increased to $977,000 in the third quarter of 2001 compared to
$408,000 for 2000. The increase in interest expense was primarily due to higher
average debt levels partially offset by lower interest rates in 2001 compared to
2000.
Income tax expense increased to $2,322,000 in the third quarter of 2001 compared
to $2,010,000 for 2000. The increase in income tax expense was due to the
increase in income before taxes. Cash paid for income taxes was $2,035,000 in
the third quarter of 2001, compared to $1,069,000 in 2000. Net income for the
third quarter of 2001 was $3,789,000, or $0.39 diluted earnings per share,
compared to $3,280,000, or $0.33 diluted earnings per share, in 2000.
-13-
Nine Months of 2001 Compared to Nine Months of 2000
Net sales increased 34% to $165,497,000 in the nine months of 2001. The increase
of approximately $42,323,000 in sales resulted primarily from an increase in
sales for the Boeing 737 and 777 programs, various Regional Jet programs, higher
military sales to the C-17, F-15 and F-18 programs and sales from the Composite
Structures and Fort Defiance acquisitions, which accounted for $24,427,000 of
the sales increase.
The Company had substantial sales to Boeing, Raytheon and Lockheed Martin.
During the nine months of 2001 and 2000, sales to Boeing were approximately
$74,303,000 and $44,355,000, respectively; sales to Raytheon were approximately
$11,017,000 and $11,742,000, respectively; and sales to Lockheed Martin were
approximately $7,494,000 and $9,711,000, respectively. The sales relating to
Boeing, Raytheon and Lockheed Martin are diversified over a number of different
commercial, military and space programs.
At September 29, 2001, backlog believed to be firm was approximately
$340,246,000 compared to $238,600,000 at December 31, 2000 and $232,432,000 at
September 30, 2000. Backlog at September 29, 2001 included $102,300,000 of
backlog from the Composite Structures and the Fort Defiance acquisitions.
Approximately $51,000,000 of backlog is expected to be delivered during the
fourth quarter of 2001.
Gross profit, as a percentage of sales, was 25.4% for the nine months of 2001
compared to 29.4% in 2000. This decrease was primarily the result of changes in
sales mix, pricing pressures from customers, higher production costs, including
higher energy costs, operating inefficiencies at Ducommun AeroStructures, and
lower gross profit margins on sales from the Composite Structures and Fort
Defiance acquisitions.
Selling, general and administrative expenses, as a percentage of sales, were
12.7% for the nine months of 2001 compared to 14.1% in 2000. Expenses for the
nine months of 2001 included approximately $808,000 ($501,000 net of tax) of
costs related to the Com Dev lawsuit.
Goodwill amortization expense for the nine months of 2001 was $2,913,000
compared to $2,147,000 in 2000. The increase was primarily the result of
goodwill amortization expense related to the Composite Structures acquisition
made in June 2001
Interest expense increased to $1,883,000 in the nine months of 2001 compared to
$1,387,000 for 2000. The increase in interest expense was primarily due to
higher debt levels partially offset by lower interest rates in 2001 compared to
2000.
-14-
Income tax expense increased to $6,177,000 in the nine months of 2001 compared
to $5,805,000 for 2000. The increase in income tax expense was due to the
increase in income before taxes. Cash paid for income taxes was $6,644,000 in
the nine months of 2001, compared to $2,540,000 in 2000. Net income for the nine
months of 2001 was $10,079,000, or $1.03 diluted earnings per share, compared to
$9,470,000, or $0.97 diluted earnings per share, in 2000. Net income for the
nine months of 2001 included an after-tax charge of $501,000, or $0.05 per
diluted share, for the Com Dev lawsuit. Net income for the nine months of 2001,
excluding the charge for the Com Dev lawsuit, was $10,580,000, or $1.09 per
diluted share.
FINANCIAL CONDITION
Liquidity and Capital Resources
Cash flows from operating activities for the nine months ended September 29,
2001 was $12,055,000, compared to $13,197,000 for the nine months ended
September 30, 2000. The decrease in cash flows from operating activities
resulted principally from an increase in accounts receivable partially offset by
a decrease in inventory and an increase in accounts payable. During the nine
months of 2001, the Company had net borrowings of $45,527,000, which included
$52,564,000 spent for the acquisitions of Composite Structures and Fort
Defiance. The Company continues to depend on operating cash flow and the
availability of its bank line of credit to provide short-term liquidity. Cash
from operations and bank borrowing capacity are expected to provide sufficient
liquidity to meet the Company's obligations during 2001. The Company's bank
credit agreement provides for a $100,000,000 unsecured revolving credit line
declining to $60,000,000 at maturity on September 30, 2005. At September 29,
2001, the Company had $38,900,000 of unused lines of credit. See Note 4 to the
Notes to Consolidated Financial Statements.
The Company spent $5,213,000 on capital expenditures during the nine months of
2001 and expects to spend less than $7,000,000 in the aggregate for capital
expenditures in 2001. The Company plans to continue to make substantial capital
expenditures for manufacturing equipment and facilities to support long-term
contracts for both commercial and military aircraft and Space programs.
Since 1998, the Company's Board of Directors has authorized the repurchase of up
to $30,000,000 of its common stock. During 1998, 1999 and 2000, the Company
repurchased in the open market 1,918,962 shares of its common stock for a total
of $25,296,000. No repurchases were made during the first nine months of 2001,
however, repurchases may be made from time to time on the open market at
prevailing prices.
Ducommun's subsidiary, Aerochem, Inc. ("Aerochem"), is a major supplier of
chemical milling services for the aerospace industry. Aerochem has been directed
by California environmental agencies to investigate and take corrective action
for groundwater contamination at its El Mirage, California facility (the
"Site"). Aerochem expects to spend approximately $1 million for future
investigation and corrective action at the Site, and the Company has established
a provision for such costs. However, the Company's ultimate liability in
connection with the Site will depend upon a number of factors, including changes
in existing laws and regulations, and the design and cost of the construction,
operation and maintenance of the correction action.
-15-
Com Dev Consulting Ltd. ("Com Dev") filed a lawsuit against the Company and
certain of its officers relating to the sale by the Company of the capital stock
of its wireless communications subsidiary, 3dbm, Inc., to Com Dev in August
1998. During the second quarter of 2001, the Company settled the lawsuit with
Com Dev and reached an agreement with its insurer regarding reimbursement of
defense costs and contribution to the settlement. The Company recorded the
financial impact, in excess of reserves, of the settlement with Com Dev within
selling, general and administrative expenses in the second quarter of 2001. Net
income for the first nine months of 2001 included an after-tax charge of
$501,000, or $0.05 per diluted share, for the Com Dev lawsuit.
In the normal course of business, Ducommun and its subsidiaries are defendants
in certain other litigation, claims and inquiries, including matters relating to
environmental laws. In addition, the Company makes various commitments and
incurs contingent liabilities. While it is not feasible to predict the outcome
of these matters, the Company does not presently expect that any sum it may be
required to pay in connection with these matters would have a material adverse
effect on its consolidated financial position, results of operations or cash
flows.
The tragic events of September 11, 2001 and the subsequent disruption of the
commercial airline industry have created substantial uncertainty for the
Company's business. Commercial aircraft build rates undoubtedly will decline,
and the Company is reducing its cost base consistent with the lower sales
expectations.
FUTURE ACCOUNTING REQUIREMENTS
In July 2001, the Financial Accounting Standards Board issued FASB Statement No.
142 (FAS 142), "Goodwill and Other Intangible Assets." FAS 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Upon adoption of FAS 142, goodwill will be tested for each reporting
unit of the Company annually and at such other times as events or circumstances
occur indicating that goodwill might be impaired. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease. The
adoption date for the Company of FAS 142 will be January 1, 2002. The Company
has not yet determined what the impact of FAS 142 will be on the Company's
results of operations and financial position.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Any forward-looking statements made in this Form 10-Q involve risks and
uncertainties. The Company's future financial results could differ materially
from those anticipated due to the Company's dependence on conditions in the
airline industry, the level of new commercial aircraft orders, the production
rate for Boeing commercial aircraft, the C-17 and the Space Shuttle programs,
the level of defense spending, competitive pricing pressures, technology and
product development risks and uncertainties, product performance, risks
associated with acquisitions and dispositions of businesses by the Company,
increasing consolidation of customers and suppliers in the aerospace industry,
availability of raw materials and components from suppliers and other factors
beyond the Company's control.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not applicable.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) No exhibits are filed with this report.
(b) No reports on Form 8-K were filed during the quarter for which this
report is filed.
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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.
DUCOMMUN INCORPORATED
---------------------
(Registrant)
By: /s/ James S. Heiser
---------------------------------
James S. Heiser
Vice President, Chief
Financial Officer and
General Counsel
(Duly Authorized Officer
of the Registrant)
By: /s/ Samuel D. Williams
---------------------------------
Samuel D. Williams
Vice President and Controller
(Duly Authorized Officer of
the Registrant)
Date: October 23, 2001
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