-----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, JGdEreuKHNOcJlivV6aMmz58TwBmH6MjJnMAT72X4wnz+7XjqAMMBnYSWYE291WH BrecCDVOJ/5yruyFu3UJLw== 0000892569-99-000620.txt : 19990305 0000892569-99-000620.hdr.sgml : 19990305 ACCESSION NUMBER: 0000892569-99-000620 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUCOMMUN INC /DE/ CENTRAL INDEX KEY: 0000030305 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 950693330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-08174 FILM NUMBER: 99556855 BUSINESS ADDRESS: STREET 1: 111 WEST OCEAN BLVD SUITE 900 CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 3105137200 10-K405 1 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 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 No. 1-8174 DUCOMMUN INCORPORATED ------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 95-0693330 - -------------------------------- --------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 111 West Ocean Boulevard, Suite 900, Long Beach, California 90802-4632 - ------------------------------------------------------------ ------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (562) 624-0800 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered - -------------------------------- --------------------------- Common Stock, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None ----------------- (Title of Class) 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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 2 The aggregate market value of the voting stock held by nonaffiliates of the registrant was approximately $115,000,000 as of January 31, 1999. The number of shares of common stock outstanding on January 31, 1999 was 10,417,349. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by reference: (a) Annual Report to Shareholders (the "1998 Annual Report") for the year ended December 31, 1998, incorporated partially in Part I and Part II hereof (see Exhibit 13), and (b) Proxy Statement for the 1999 Annual Meeting of Shareholders (the "1999 Proxy Statement"), incorporated partially in Part III hereof. FORWARD-LOOKING STATEMENTS AND RISK FACTORS Certain statements in the Form 10-K and documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any such forward-looking statements 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 the Space Shuttle program, 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, and other factors beyond the Company's control. 2 3 PART I ITEM 1. BUSINESS During 1998, Ducommun Incorporated ("Ducommun"), through its subsidiaries (collectively, the "Company"), manufactured components and assemblies principally for domestic and foreign commercial and military aircraft and space programs. Domestic commercial aircraft programs include the Boeing 717, 737, 737NG, 747, 757, 767 and 777. Foreign commercial aircraft programs include the Airbus Industrie A330, A340 and A340-600 aircraft, Bombardier Business and Regional Jets and Dash 8. Major military aircraft programs include the Boeing C-17, F-15 and F-18, Lockheed Martin F-16 and C-130, various Sikorsky, Bell, Boeing and Augusta helicopter programs, and advanced development programs. The Company is a subcontractor to Lockheed Martin on the Space Shuttle external tank and a supplier of components for the Space Shuttle Orbitor, as well as for Space Station Freedom. The Company manufactures components for Atlas/Centaur, Delta and Titan expendable launch vehicles, Kistler K-1 reusable launch vehicles, and various telecommunications satellites. In June 1998, the Company acquired the capital stock of American Electronics, Inc. ("AEI"). In June 1996, the Company acquired substantially all of the assets and assumed certain liabilities of MechTronics of Arizona, Inc. Aerochem, Inc. Ducommun's subsidiary, Aerochem, Inc. ("Aerochem"), is a major supplier of close tolerance chemical milling services for the aerospace and aircraft industries. Chemical milling removes material in specific patterns to reduce weight in areas where full material thickness is not required. This sophisticated etching process enables Aerochem to produce lightweight, high-strength designs that would be impractical to produce by conventional means. Jet engine components, wing leading edges and fuselage skins are examples of products that require chemical milling. Aerochem offers production-scale chemical milling on aluminum, titanium, steel, nickel-base and super alloys. Aerochem also specializes in very large and complex parts up to 50 feet long. Management believes that Aerochem is the largest independent supplier of chemical milling services in the United States. Many of the parts chemically milled by Aerochem are formed and machined by AHF-Ducommun Incorporated. AHF-Ducommun Incorporated AHF-Ducommun Incorporated ("AHF"), another Ducommun subsidiary, supplies aircraft and aerospace prime contractors with engineering, manufacturing and testing of complex components using stretch forming and thermal forming processes and computer-controlled machining. Stretch forming is a process for manufacturing large, complex structural shapes primarily from aluminum sheet metal extrusions. AHF has some of the largest and most sophisticated stretch forming presses in the United States. Thermal forming is a metal working process conducted at high temperature for manufacturing close tolerance 3 4 titanium components. AHF designs and manufactures the tooling required for the production of parts in both forming processes. Certain components manufactured by AHF are machined with precision milling equipment designed and constructed by AHF. AHF also employs computer-aided design/manufacturing systems with three 5-axis gantry profile milling machines and three 5-axis numerically-controlled routers to provide computer-controlled machining and inspection of complex parts up to 100 feet long. AHF has an integrated operation offering a broad range of capabilities. From the design specifications of a customer, AHF is able to engineer, manufacture, test and deliver the desired finished components. This process depends on the skillful execution of several complex subtasks, including the design and construction of special equipment. Management believes that the ability of AHF to provide a full range of integrated capabilities represents a competitive advantage. Brice Manufacturing Company, Inc. Brice Manufacturing Company, Inc. ("Brice"), a subsidiary of Ducommun, is an after-market supplier of aircraft seating products to many of the world's largest commercial airlines. Products supplied by Brice include plastic and metal seat parts, overhauled and refurbished seats, components for installation of in-flight entertainment equipment, and other cabin interior components for commercial aircraft. During 1998, Brice introduced an original equipment manufacture ("OEM") 16G aircraft seat. This new aircraft seat represents Brice's first major OEM product. Ducommun Technologies, Inc. (formerly Jay-El Products, Inc.) Ducommun Technologies, Inc. ("DTI"), a subsidiary of Ducommun, develops, designs and manufactures illuminated switches, switch assemblies and keyboard panels used in many military aircraft, helicopter, commercial aircraft and spacecraft programs, as well as ground support equipment and naval vessels. DTI manufactures switches and panels where high reliability is a prerequisite. Keyboard panels are lighted, feature push button switches, and are available with sunlight readable displays. Some of the keyboard panels and illuminated switches manufactured by DTI for military applications are night vision goggle-compatible. DTI also develops, designs and manufactures microwave switches, filters and other components used principally on commercial and military aircraft and telecommunications satellites. DTI has developed several new products that apply its existing microwave technology to nonaerospace markets, including the wireless telecommunications industry. In June 1998, DTI acquired the capital stock of American Electronics, Inc. ("AEI"). AEI is a leading manufacturer of high precision actuators, stepper motors, fractional horsepower motors and resolvers principally for commercial and military space applications. 4 5 MechTronics of Arizona Corp. In June 1996, the Company acquired substantially all of the assets and assumed certain liabilities of MechTronics of Arizona, Inc., through a newly formed subsidiary named MechTronics of Arizona Corp. ("MechTronics"). MechTronics is a leading manufacturer of mechanical and electromechanical enclosure products for the defense electronics and commercial aviation markets. MechTronics has a fully integrated manufacturing capability, including engineering, fabrication, machining, assembly, electronic integration and related processes. MechTronics' products include sophisticated radar enclosures, aircraft avionics racks and shipboard communications and control enclosures. 3dbm, Inc. In August 1998, the Company sold the capital stock of its wireless communications subsidiary, 3dbm, Inc. ("3dbm"). The Company sold 3dbm because the level of investment required to ensure the long-term viability of 3dbm in the wireless system infrastructure business was more than the Company was willing to commit. Defense and Space Programs A major portion of sales is derived from United States government defense programs and space programs. Approximately 29 percent of 1998 sales were related to defense programs and approximately 11 percent of 1998 sales were related to space programs. These programs could be adversely affected by reductions in defense spending and other government budgetary pressures which would result in reductions, delays or stretch-outs of existing and future programs. In addition, many of the Company's contracts covering defense and space programs are subject to termination at the convenience of the customer (as well as for default). In the event of termination for convenience, the customer generally is required to pay the costs incurred by the Company and certain other fees through the date of termination. Commercial Programs Approximately 60 percent of 1998 sales were related to commercial aircraft programs, and nonaerospace commercial applications. The Company's commercial sales depend substantially on aircraft manufacturer's production rates, which in turn depend upon deliveries of new aircraft. Deliveries of new aircraft by aircraft manufacturers are dependent on the financial capacity of the airlines and leasing companies to purchase the aircraft. Sales of commercial aircraft could be affected as a result of changes in new aircraft orders, or the cancellation or deferral by airlines of purchases of ordered aircraft. The Company's sales for commercial aircraft programs also could be affected by changes in its customers' inventory levels and changes in its customers' aircraft production build rates. Major Customers The Company had substantial sales to Boeing, Lockheed Martin and Raytheon. During 1998, sales to Boeing were $48,334,000, or 28.3% of total sales; sales to Lockheed Martin were $18,465,000, or 10.8% of total sales, and sales to Raytheon were $12,596,000, or 5 6 7.4% of total sales. Sales to Boeing, Lockheed Martin and Raytheon are diversified over a number of different commercial, military and space programs. Competition The Company competes with various companies, some of which are substantially larger and have greater financial, technical and personnel resources. The Company's ability to compete depends on the quality of goods and services, competitive pricing and the ability to solve specific customer problems. Backlog At December 31, 1998, backlog believed to be firm was approximately $138,200,000, compared to $155,700,000 at December 31, 1997. Approximately $93,000,000 of total backlog is expected to be delivered during 1999. Environmental Matters Aerochem uses various acid and alkaline solutions in the chemical milling process, resulting in potential environmental hazards. Despite existing waste recovery systems and continuing capital expenditures for waste reduction and management, at least for the immediate future, Aerochem will remain dependent on the availability and cost of remote hazardous waste disposal sites or other alternative methods of disposal. The Aerochem facility located in El Mirage, California has been directed by California environmental agencies to investigate and take corrective action for groundwater contamination. Based upon currently available information, the Company has established a provision for the cost of such investigation and corrective action. Aerochem expects to spend approximately $1 million for future investigation and corrective action for groundwater contamination at its El Mirage location. However, the Company's ultimate liability in connection with the contamination 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 corrective action. Ducommun's other subsidiaries are also subject to environmental laws and regulations. However, the quantities of hazardous materials handled, hazardous wastes generated and air emissions released by these subsidiaries are relatively small. The Company anticipates that capital expenditures will continue to be required for the foreseeable future to upgrade and maintain its environmental compliance efforts. The Company does not expect to spend a material amount on capital expenditures for environmental compliance during 1999. 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 6 7 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 or results of operations. Employees At December 31, 1998, the Company employed 1,218 persons. Business Segment Information The Company operates principally in only one business segment. Information About Foreign and Domestic Operations and Export Sales In 1998, 1997 and 1996, foreign sales to manufacturers worldwide were $29,007,000, 29,978,000 and $21,155,000, respectively. The amounts of revenue, profitability and identifiable assets attributable to foreign operations are not material when compared with the revenue, profitability and identifiable assets attributed to United States domestic operations during 1998, 1997 and 1996. Canada is the only foreign country in which the Company had sales of 3.5% or more of total sales, with sales of $6,173,000, $7,950,000 and $4,906,000 in 1998, 1997 and 1996, respectively. The Company is not subject to any foreign currency risks since all sales are made in United States dollars. ITEM 2. PROPERTIES The Company occupies approximately 16 facilities with a total office and manufacturing area of over 812,000 square feet, including both owned and leased properties. At December 31, 1998, facilities which were in excess of 60,000 square feet each were occupied as follows:
Square Expiration Location Company Feet of Lease ----------------------- ------------------------ --------- ----------- El Mirage, California Aerochem 74,300 Owned Orange, California Aerochem 76,200 Owned Carson, California AHF-Ducommun 65,000 1999 Carson, California AHF-Ducommun 108,000 Owned Carson, California Ducommun Technologies 117,000 2002 Phoenix, Arizona MechTronics 90,900 2006
The Company's facilities are, for the most part, fully utilized, although excess capacity exists from time to time based on product mix and demand. Management believes that these properties are in good condition and suitable for their present use. Although the Company maintains standard property casualty insurance covering its properties, the Company does not carry any earthquake insurance because of the cost of such 7 8 insurance. Most of the Company's properties are located in Southern California, an area subject to frequent and sometimes severe earthquake activity. ITEM 3. LEGAL PROCEEDINGS None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information under the caption "Quarterly Common Stock Price Information" on page 18 of the 1998 Annual Report is incorporated herein by reference. No dividends were paid during 1997 or 1998 (see Exhibit 13). ITEM 6. SELECTED FINANCIAL DATA The information under the caption "Selected Financial Data" appearing on page 18 of the 1998 Annual Report is incorporated herein by reference (see Exhibit 13). ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages 19 through 22 of the 1998 Annual Report is incorporated herein by reference (see Exhibit 13). ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data under the captions "Consolidated Statements of Income," "Consolidated Balance Sheets," "Consolidated Statements of Cash Flows," "Consolidated Statements of Changes in Shareholders' Equity," and "Notes to Consolidated Financial Statements," together with the report thereon of PricewaterhouseCoopers LLP dated February 12, 1999, appearing on pages 23 through 37 of the 1998 Annual Report are incorporated herein by reference (see Exhibit 13). ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. 8 9 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors of the Registrant The information under the caption "Election of Directors" in the 1999 Proxy Statement is incorporated herein by reference. Executive Officers of the Registrant The following table sets forth the names and ages of all executive officers of the Company (including subsidiary presidents), all positions and offices held with the Company and brief accounts of business experience during the past five years. Executive officers do not serve for any specified terms, but are typically elected annually by the Board of Directors of the Company or, in the case of subsidiary presidents, by the Board of Directors of the respective subsidiaries.
Positions and Offices Other Business Held With Company Experience Name (Age) (Year Elected) (Past Five Years) - ----------------------------- ----------------------------- --------------------------- Norman A. Barkeley (69) Chairman Emeritus of the Chairman of the Board Board (1999) (1989); Chief Executive Officer (1988-1996) and President (1988-1995) Joseph C. Berenato (52) President (1996), Chief Executive Vice President Executive Officer (1997) (1995), Chief Operating and Chairman of the Board Officer (1995-1996), and (1999) Chief Financial Officer (1991-1996) of the Company James S. Heiser (42) Vice President (1990), -- Chief Financial Officer (1996), General Counsel (1988), Secretary (1987), and Treasurer (1995) Kenneth R. Pearson (63) Vice President-Human -- Resources (1988) Michael W. Williams (44) Vice President, Corporate VP Operations at H.R. Development (1998) Textron; operations posit- ions with Crane Valve Group, ITT Corp. and Parker Hannifin
9 10
Positions and Offices Other Business Held With Company Experience Name (Age) (Year Elected) (Past Five Years) - ----------------------------- ----------------------------- --------------------------- Samuel D. Williams (50) Vice President (1991) and -- Controller (1988) Robert A. Borlet (58) President of Ducommun -- Technologies, Inc. (1988) Bruce J. Greenbaum (43) President of Brice -- Manufacturing Company, Inc. (1994) Robert B. Hahn (55) President of MechTronics of President of Aerochem, Arizona Corp. (1997) Inc. (1987-1997) Robert L. Hansen (45) President, AHF-Ducommun -- Incorporated (1989)
ITEM 11. EXECUTIVE COMPENSATION The information under the caption "Compensation of Executive Officers" in the 1999 Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information under the caption "Security Ownership of Certain Beneficial Owners and Management" in the 1999 Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The information under the caption "Election of Directors" contained in the paragraph immediately following the table in the 1999 Proxy Statement is incorporated herein by reference. 10 11 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) 1. Financial Statements The following consolidated financial statements of Ducommun Incorporated and subsidiaries, included in the 1998 Annual Report, are incorporated by reference in Item 8 of this report. Page numbers refer to the 1998 Annual Report:
Page ---- Consolidated Statements of Income - Years ended December 31, 23 1998, 1997 and 1996 Consolidated Balance Sheets - December 31, 1998 and 1997 24 Consolidated Statements of Cash Flows - Years ended December 31, 25 1998, 1997 and 1996 Consolidated Statements of Changes in Shareholders' Equity - Years 26 Ended December 31, 1998, 1997 and 1996 Notes to Consolidated Financial Statements 27-36 Report of Independent Accountants 37
2. Financial Statement Schedule The following schedule for the years ended December 31, 1998, 1997 and 1996 is filed herewith: Schedule VIII - Valuation and Qualifying Accounts and Reserves All other schedules have been omitted because they are not applicable, not required, or the information has been otherwise supplied in the financial statements or notes thereto. (b) Reports on Form 8-K During the last quarter of 1998, no reports on Form 8-K were filed. 11 12 (c) Exhibits 3.1 Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 29, 1990. Incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended December 31, 1990. 3.2 Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on May 27, 1998. 3.3 Bylaws as amended and restated on October 19, 1996. Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended December 31, 1996. 4.1 Fifth Amended and Restated Loan Agreement between Ducommun Incorporated, as Borrower, and Bank of America National Trust and Savings Association, as Bank, dated June 23, 1998. Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 28, 1998. 4.2 First Amendment to Fifth Amended and Restated Loan Agreement between Ducommun Incorporated, as Borrower, and Bank of America National Trust and Savings Association, as Bank, dated as of October 1, 1998. Incorporated by reference to Exhibit 4.2 to Form 10-K for the year ended December 31, 1997. 4.3 Second Amendment to Fifth Amended and Restated Loan Agreement dated August 10, 1998. Incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended October 3, 1998. 4.4 Third Amendment to Fifth Amended and Restated Loan Agreement dated February 11, 1999. 4.5 Conversion Agreement dated July 22, 1992 between Ducommun and the holders of the 9% Convertible Subordinated Notes due 1998. Incorporated by reference to Exhibit 1 to Form 8-K dated July 29, 1992. * 10.1 1981 Stock Incentive Plan as amended and restated March 21, 1990. Incorporated by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 1989. * 10.2 1990 Stock Option Plan. Incorporated by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 1990. * 10.3 1994 Stock Incentive Plan, as amended May 7, 1998. Incorporated by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 1997. * 10.4 Form of Nonqualified Stock Option Agreement for employees under the 1994 Stock Incentive Plan, the 1990 Stock Option Plan and the 1981 Stock Incentive Plan. Incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 1990. 12 13 * 10.5 Form of Incentive Stock Option Agreement under the 1994 Stock Incentive Plan. Incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 1996. 10.6 Form of Nonqualified Stock Option Agreement for nonemployee directors under the 1994 Stock Incentive Plan. Incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 1997. * 10.7 Form of Key Executive Severance Agreement entered with eight current executive officers of Ducommun or its subsidiaries. Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 1989. All of the Key Executive Severance Agreements are identical except for the name of the executive officer and the date of the Agreement:
Executive Officer Date of Agreement ----------------- ----------------- Joseph C. Berenato November 4, 1991 Robert A. Borlet July 27, 1988 Bruce J. Greenbaum December 6, 1995 Robert B. Hahn July 27, 1988 Robert L. Hansen May 5, 1993 James S. Heiser July 27, 1988 Kenneth R. Pearson July 27, 1988 Samuel D. Williams June 21, 1989
* 10.8 Form of Indemnity Agreement entered with all directors and officers of Ducommun. Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 1990. All of the Indemnity Agreements are identical except for the name of the director or officer and the date of the Agreement:
Director/Officer Date of Agreement ---------------- ----------------- Norman A. Barkeley July 29, 1987 Joseph C. Berenato November 4, 1991 James S. Heiser May 6, 1987 Kenneth R. Pearson July 27, 1988 Michael W. Williams February 26, 1999 Samuel D. Williams November 11, 1988 H. Frederick Christie October 23, 1985 Robert C. Ducommun December 31, 1985 Kevin S. Moore October 15, 1994 Thomas P. Mullaney April 8, 1987 Richard J. Pearson October 23, 1985 Arthur W. Schmutz December 31, 1985
13 14 * 10.9 Description of 1999 Executive Officer Bonus Arrangement. * 10.10 Directors' Deferred Compensation and Retirement Plan, as amended October 29, 1993. Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 1993. * 10.11 Ducommun Incorporated Executive Retirement Plan dated May 5, 1993. Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended July 3, 1993. * 10.12 Ducommun Incorporated Executive Compensation Deferral Plan dated May 5, 1993. Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended July 3, 1993. * 10.13 Ducommun Incorporated Executive Compensation Deferral Plan No. 2 dated October 15, 1994. Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 1994. 11 Reconciliation of the Numerators and Denominators of the Basic and Diluted Earnings Per Share Computations 13 1998 Annual Report to Shareholders (not deemed to be filed except as previously incorporated by reference). 21 Subsidiaries of Registrant 23 Consent of PricewaterhouseCoopers LLP 27 Financial Data Schedule - ------------------- * Indicates an executive compensation plan or arrangement. 14 15 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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 Date: February 26, 1999 By: /s/ Joseph C. Berenato ----------------------------------------- Joseph C. Berenato Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: February 26, 1999 By: /s/ Joseph C. Berenato ----------------------------------------- Joseph C. Berenato Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Date: February 26, 1999 By: /s/ James S. Heiser ----------------------------------------- James S. Heiser Vice President, Chief Financial Officer, General Counsel, Secretary and Treasurer (Principal Financial Officer) Date: February 26, 1999 By: /s/ Samuel D. Williams ----------------------------------------- Samuel D. Williams Vice President, Controller and Assistant Treasurer (Principal Accounting Officer)
15 16 DIRECTORS By: /s/ Norman A. Barkeley Date February 26, 1999 ------------------------------ -------------------------- Norman A. Barkeley By: /s/ Joseph C. Berenato Date February 26, 1999 ------------------------------ -------------------------- Joseph C. Berenato By: /s/ H. Frederick Christie Date February 26, 1999 ------------------------------ -------------------------- H. Frederick Christie By: /s/ Robert C. Ducommun Date February 26, 1999 ------------------------------ -------------------------- Robert C. Ducommun By: /s/ Kevin S. Moore Date February 26, 1999 ------------------------------ -------------------------- Kevin S. Moore By: /s/ Thomas P. Mullaney Date February 26, 1999 ------------------------------ -------------------------- Thomas P. Mullaney By: /s/ Richard J. Pearson Date February 26, 1999 ------------------------------ -------------------------- Richard J. Pearson By: /s/ Arthur W. Schmutz Date February 26, 1999 ------------------------------ -------------------------- Arthur W. Schmutz
16 17 REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE To the Board of Directors of Ducommun Incorporated Our audits of the consolidated financial statements referred to in our report dated February 12, 1999 appearing on page 37 of the 1998 Annual Report to Shareholders of Ducommun Incorporated (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a) of this Form 10-K. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. PricewaterhouseCoopers LLP Los Angeles, California February 12, 1999 17 18 DUCOMMUN INCORPORATED AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE VIII Column A Column B Column C Column D Column E - ------------------------ ------------- ----------------------------- -------------- ----------- Additions ----------------------------- Balance at Charged to Charged to Balance Beginning Costs and Other at End of Description of Period Expenses Accounts Deductions Period - ------------------------ ------------- ----------- -------------- -------------- ----------- FOR THE YEAR ENDED DECEMBER 31, 1998 Allowance for $ 194,000(a) Doubtful Accounts $ 359,000 $ 7,000 $ - 47,000(b) $ 125,000 FOR THE YEAR ENDED DECEMBER 31, 1997 Allowance for Doubtful Accounts $ 206,000 $ 290,000 $ - $ 137,000(b) $ 359,000 FOR THE YEAR ENDED DECEMBER 31, 1996 Allowance for Doubtful Accounts $ 366,000 $ 28,000 $ - $ 188,000(b) $ 206,000 Deferred Tax Assets $ 665,000(c) Valuation Allowance $2,433,000 $ - $ - 1,768,000(d) $ -
(a) Collections on previously written off accounts. (b) Write-offs on uncollectible accounts. (c) Change in valuation allowance due to reevaluation of realizability of future income tax benefit occasioned by the acquisition of MechTronics. (d) Change in valuation allowance due to reevaluation of realizability of future income tax benefit. 18 19 EXHIBIT INDEX 3.1 Restated Certificate of Incorporation filed with the Delaware Secretary of State on May 29, 1990. Incorporated by reference to Exhibit 3.1 to Form 10-K for the year ended December 31, 1990. 3.2 Certificate of Amendment of Certificate of Incorporation filed with the Delaware Secretary of State on May 27, 1998. 3.3 Bylaws as amended and restated on October 19, 1996. Incorporated by reference to Exhibit 3.2 to Form 10-K for the year ended December 31, 1996. 4.1 Fifth Amended and Restated Loan Agreement between Ducommun Incorporated, as Borrower, and Bank of America National Trust and Savings Association, as Bank, dated June 23, 1998. Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended June 28, 1998. 4.2 First Amendment to Fifth Amended and Restated Loan Agreement between Ducommun Incorporated, as Borrower, and Bank of America National Trust and Savings Association, as Bank, dated as of October 1, 1998. Incorporated by reference to Exhibit 4.2 to Form 10-K for the year ended December 31, 1997. 4.3 Second Amendment to Fifth Amended and Restated Loan Agreement dated August 10, 1998. Incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended October 3, 1998. 4.4 Third Amendment to Fifth Amended and Restated Loan Agreement dated February 11, 1999. 4.5 Conversion Agreement dated July 22, 1992 between Ducommun and the holders of the 9% Convertible Subordinated Notes due 1998. Incorporated by reference to Exhibit 1 to Form 8-K dated July 29, 1992. *10.1 1981 Stock Incentive Plan as amended and restated March 21, 1990. Incorporated by reference to Exhibit 10.2 to Form 10-K for the year ended December 31, 1989. *10.2 1990 Stock Option Plan. Incorporated by reference to Exhibit 10.4 to Form 10-K for the year ended December 31, 1990. *10.3 1994 Stock Incentive Plan, as amended May 7, 1998. Incorporated by reference to Exhibit 10.3 to Form 10-K for the year ended December 31, 1997. *10.4 Form of Nonqualified Stock Option Agreement for employees under the 1994 Stock Incentive Plan, the 1990 Stock Option Plan and the 1981 Stock Incentive Plan. Incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 1990. 20 *10.5 Form of Incentive Stock Option Agreement under the 1994 Stock Incentive Plan. Incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 1996. 10.6 Form of Nonqualified Stock Option Agreement for nonemployee directors under the 1994 Stock Incentive Plan. Incorporated by reference to Exhibit 10.6 to Form 10-K for the year ended December 31, 1997. *10.7 Form of Key Executive Severance Agreement entered with eight current executive officers of Ducommun or its subsidiaries. Incorporated by reference to Exhibit 10.7 to Form 10-K for the year ended December 31, 1989. All of the Key Executive Severance Agreements are identical except for the name of the executive officer and the date of the Agreement:
Executive Officer Date of Agreement ----------------- ----------------- Joseph C. Berenato November 4, 1991 Robert A. Borlet July 27, 1988 Bruce J. Greenbaum December 6, 1995 Robert B. Hahn July 27, 1988 Robert L. Hansen May 5, 1993 James S. Heiser July 27, 1988 Kenneth R. Pearson July 27, 1988 Samuel D. Williams June 21, 1989
*10.8 Form of Indemnity Agreement entered with all directors and officers of Ducommun. Incorporated by reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 1990. All of the Indemnity Agreements are identical except for the name of the director or officer and the date of the Agreement:
Director/Officer Date of Agreement ---------------- ----------------- Norman A. Barkeley July 29, 1987 Joseph C. Berenato November 4, 1991 James S. Heiser May 6, 1987 Kenneth R. Pearson July 27, 1988 Michael W. Williams February 26, 1999 Samuel D. Williams November 11, 1988 H. Frederick Christie October 23, 1985 Robert C. Ducommun December 31, 1985 Kevin S. Moore October 15, 1994 Thomas P. Mullaney April 8, 1987 Richard J. Pearson October 23, 1985 Arthur W. Schmutz December 31, 1985
21 *10.9 Description of 1999 Executive Officer Bonus Arrangement. *10.10 Directors' Deferred Compensation and Retirement Plan, as amended October 29, 1993. Incorporated by reference to Exhibit 10.9 to Form 10-K for the year ended December 31, 1993. *10.11 Ducommun Incorporated Executive Retirement Plan dated May 5, 1993. Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended July 3, 1993. *10.12 Ducommun Incorporated Executive Compensation Deferral Plan dated May 5, 1993. Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended July 3, 1993. *10.13 Ducommun Incorporated Executive Compensation Deferral Plan No. 2 dated October 15, 1994. Incorporated by reference to Exhibit 10.12 to Form 10-K for the year ended December 31, 1994. 11 Reconciliation of the Numerators and Denominators of the Basic and Diluted Earnings Per Share Computations 13 1998 Annual Report to Shareholders (not deemed to be filed except as previously incorporated by reference). 21 Subsidiaries of Registrant 23 Consent of PricewaterhouseCoopers LLP 27 Financial Data Schedule - ------------------- * Indicates an executive compensation plan or arrangement. EX-3.2 2 CERT. OF AMENDMENT OF CERTIFICATE OF INCORPORATION 1 EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF DUCOMMUN INCORPORATED Ducommun Incorporated, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation (hereinafter called the "corporation") is Ducommun Incorporated. 2. The Certificate of Incorporation of the corporation is hereby amended by striking out Article FOURTH thereof, and by substituting in lieu of said Article the following new Article: FOURTH: The Corporation shall be authorized to issue two classes of shares of stock to be designated, respectively, "Preferred Stock" and "Common Stock"; the total number of shares which the corporation shall have authority to issue is 40,000,000; the total number of shares of Preferred Stock shall be 5,000,000, and each such share shall have a par value of $.01; the total number of shares of Common Stock shall be 35,000,000, and each such share shall have a par value of $.01. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix the voting powers, if any, designations, preferences and the relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, of any unissued series of Preferred Stock; and to fix the number of shares constituting such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding). 3. The amendment of the Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, Ducommun Incorporated has caused this Certificate to be signed by James S. Heiser, its Secretary, this 20th day of May, 1998. By: /s/ James S. Heiser ------------------------------ James S. Heiser Secretary EX-4.4 3 THIRD AMENDMENT TO FIFTH AMENDED LOAN AGREEMENT 1 EXHIBIT 4.4 THIRD AMENDMENT TO FIFTH AMENDED AND RESTATED LOAN AGREEMENT This Third Amendment (the "Amendment") dated as of February 11, 1999, is between Bank of America National Trust and Savings Association (the "Bank") and Ducommun Incorporated, a Delaware corporation (the "Borrower"). RECITALS A. The Bank and the Borrower entered into a certain Fifth Amended and Restated Loan Agreement dated as of June 23, 1997, as amended by a First Amendment dated as of October 1, 1997 and a Second Amendment dated as of August 10, 1998 ("Second Amendment") (as amended, the "Agreement"). B. The Bank and the Borrower desire to further amend the Agreement. AGREEMENT 1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Agreement. 2. Amendments. The Agreement is hereby amended as follows: 2.1 Paragraph 1.1 of the Agreement is hereby amended as follows: (a) The following defined terms are added to Paragraph 1.1 of the agreement, in the appropriate alphabetical sequence, to read as follows: "Letter of Credit" means any standby letter of credit issued by the Bank pursuant to Paragraph 2.2 of this Agreement, either as originally issued or as the same may from time to time be supplemented, modified, amended, renewed or extended. "Letter of Credit Obligations" means at any time the sum of (a) the Outstanding Letters of Credit, plus (b) the amount of all unreimbursed drawings under all Letters of Credit. "Outstanding Letters of Credit" means, as of any date of determination, the aggregate face amount of all Letters of Credit outstanding on such date minus the aggregate amount, if any, paid in cash by Bank under such Letters of Credit that has been reimbursed by Borrower." (b) In the definition of "Cash Flow", the phrase commencing with the word "minus" on line 8 thereof is amended to read as follows: ". . . minus cash income taxes paid during that fiscal year, excluding cash income taxes not exceeding $1,500,000 associated with the capital gains realized from Borrower's sale of the 3dbm subsidiary during fiscal year 1998, . . ." -1- 2 (c) The definition of "Line of Credit" is amended to read as follows: "Line of Credit" means the credit facility for Loans and Letters of Credit described in Article 2 of this Agreement." (d) In the definition of "Loan Documents", the phrase "the Letters of Credit" is added immediately following the phrase "the Guaranty". (e) The definition of "Maximum Amount" is amended to read as follows: "Maximum Amount" means, as of any date of determination thereof, the Line Commitment minus the Letter of Credit Obligations." (f) The definition of "Term of this Agreement" is amended to read as follows: "Term of this Agreement" means the period commencing on the Restatement Date and ending on the last date upon which no Loan or other Obligation of Borrower to Bank remains unpaid, no Letter of Credit remains outstanding, and Bank has no further commitment hereunder to make the Line of Credit available to Borrower." (g) In the definition of "Total Funded Debt", commencing at line 11 thereof, the phrase beginning with the words "Contingent Obligations" is amended to read as follows: ". . . Contingent Obligations under any guaranties of the obligations of any Person other than Borrower's Subsidiaries or Affiliates, Outstanding Letters of Credit (minus Cash and Cash Equivalents of Borrower and its Subsidiaries), . . ." (h) The definition of "Total Outstandings" is amended to read as follows: "Total Outstandings" means, as of any date of determination, the sum of (a) all outstanding Loans and (b) the Letter of Credit Obligations." 2.2 Paragraph 2.2 of the Agreement is amended in its entirety to read as follows: "2.2 Letters of Credit. Subject to the terms and conditions hereof, at any time and from time to time from the Restatement Date through the Banking Day immediately preceding the Termination Date, Bank shall issue such Letters of Credit as Borrower may request, provided that, upon giving effect to such Letter of Credit, (i) Total Outstandings shall not exceed the Line Commitment, and (ii) the Letter of Credit Obligations shall not exceed $1,000,000 for standby Letters of Credit. Unless Bank otherwise consents in writing, the term of any standby Letter of Credit shall not exceed 24 months, and shall in no event in any case extend more than 12 months beyond the -2- 3 Termination Date. No Letter of Credit shall be issued except to the extent reasonably necessary in the ordinary course of the business of Borrower or its Subsidiaries, and no Letter of Credit shall be issued in any event to support any workers' compensation obligation of Borrower or its Subsidiaries. Unless otherwise agreed to by Bank, the face amount of any Letter of Credit shall not be less than $25,000. Borrower agrees: (a) if there is a default under this Agreement, to immediately prepay and make Bank whole for any outstanding Letters of Credit. (b) the issuance of any Letter of Credit and any amendment to a Letter of Credit is subject to Bank's written approval and must be in form and content satisfactory to Bank and in favor of a beneficiary acceptable to Bank. (c) to sign Bank's form Application and Agreement for Standby Letter of Credit with respect to each Letter of Credit. (d) to allow Bank to automatically charge its checking account for applicable fees, discounts, and other charges. (e) to pay Bank a non-refundable fee equal to 1.50% per annum of the outstanding undrawn amount of each standby Letter of Credit, payable annually in advance, calculated on the basis of the face amount outstanding on the day the fee is calculated. (f) to pay to Bank the amount of any payment made or to be made by Bank under any Letter of Credit, upon Bank's demand; and, if Borrower fails to make any such payment, Bank may, but is not required to, without notice to or the consent of Borrower, make a Loan in an aggregate amount equal to the amount paid by Bank on the relevant Letter of Credit, whether or not the same would cause Total Outstandings to exceed the Line Commitment (without waiving the obligation of Borrower to reduce Total Outstandings to an amount less than or equal to the Line Commitment) and, for this purpose, the conditions precedent set forth in Article 8 and the amount limitations set forth in Paragraph 2.1 shall not apply. The proceeds of such Loan shall be paid to Bank to reimburse it for the payment made by it under the Letter of Credit. (g) Subject to the next sentence, a Letter of Credit may be requested pursuant to this Paragraph 2.2 for the account of Borrower or for the account of any Subsidiary of Borrower. To the extent that a Subsidiary of Borrower is the account party under any Letter of Credit, Borrower hereby guarantees the payment and performance of such Subsidiary with respect to any Obligation of such Subsidiary relating to such Letter of Credit, and agrees to deliver to Bank, duly executed and in form and content acceptable to Bank, a duly executed continuing guaranty further evidencing the foregoing guaranty, together with a resolution or other evidence of the corporate authority of Borrower to execute, perform and deliver such continuing guaranty." 2.3 In Paragraph 4.13 of the Agreement, the phrase ", or in connection with the issuance of any Letter of Credit," is added in the third line of said paragraph immediately following the word "Loan". -3- 4 2.4 Paragraph 5.9 of the Agreement is amended in its entirety to read as follows: "5.9 Use of Proceeds. Use the proceeds of the Line of Credit for the following purposes only: (i) for working capital purposes of Borrower and its Subsidiaries, (ii) to issue Letters of Credit, (iii) for other lawful corporate purposes in the ordinary course of business, and (iv) to finance Permitted Acquisitions." 2.5 Paragraph 6.3 of the Agreement is amended by deleting the period at the end of the paragraph and adding the following: "; provided further, however, that the amount of the following transactions shall not be included in calculating the amount of redemptions or repurchases of shares permitted under clause (c) of this Paragraph 6.3: common stock repurchases that (i) occurred prior to January 1, 1999 or (ii) are financed exclusively from balance sheet cash derived from sources other than Loans under this Agreement." 2.6 All references to Letters of Credit in Paragraph 9.2 of the Agreement, previously deleted pursuant to Paragraph 2.9 of the Second Amendment, are hereby fully reinstated. 2.7 All references to Letters of Credit in Paragraph 10.8 of the Agreement, previously deleted pursuant to Paragraph 2.10 of the Second Amendment, are hereby fully reinstated. 3. Representations and Warranties. When the Borrower signs this Amendment, the Borrower represents and warrants to the Bank that: (a) there is no event which is, or with notice or lapse of time or both would be, a default under the Agreement, (b) the representations and warranties in the Agreement are true as of the date of this Amendment as if made on the date of this Amendment, (c) this Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational papers, and (d) this Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound. 4. Conditions. This Amendment will be effective when the Bank receives the following items, in form and content acceptable to the Bank: 4.1 An amendment fee in the amount of $5,000.00. 4.2 An Instrument of Joinder, duly executed by Ducommun Technologies, Inc., together with corporate resolutions authorizing such guaranty by joinder, certified by their respective Secretary or Assistant Secretary. 4.3 Evidence that the execution, delivery and performance of this Amendment by the Borrower has been duly authorized. 5. Effect of Amendment. Except as provided in this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. -4- 5 (Signature page follows) This Amendment is executed as of the date stated at the beginning of this Amendment. Bank of America National Trust and Savings Association By: /s/ J. Thomas Fagan --------------------------------------- J. Thomas Fagan Vice President Ducommun Incorporated By: /s/ K. R. Pearson --------------------------------------- Kenneth R. Pearson Vice President - Human Resources and Assistant Secretary By: /s/ J. S. Heiser --------------------------------------- James S. Heiser Vice President, Treasurer, Secretary, and Chief Financial Officer -5- EX-10.9 4 DESCRIPTION OF 1999 EXECUTIVE OFFICER BONUS ARR. 1 EXHIBIT 10.9 DUCOMMUN INCORPORATED DESCRIPTION OF 1999 EXECUTIVE OFFICER BONUS ARRANGEMENT The Ducommun Incorporated 1999 Executive Officer Bonus Arrangement (the "Arrangement") is designed to reward achievement of annual operating plan objectives in order to build profitability and provide competitive compensation levels. The Arrangement contains a formula-based incentive plan driven by sales, net income, cash flow and return on asset performance in excess of established thresholds. The participants in the Arrangement are the five Ducommun corporate officers and five subsidiary presidents. The Arrangement provides for bonus awards ranging from 0 to 100% of annual base salary depending on position. The targeted bonus award under the Arrangement is half of the maximum bonus eligibility for each individual. Bonus awards are based on a combination of total corporate performance and on individual performance of executive officers. The subsidiary presidents are also measured based upon the financial performance of their operating units. All awards are subject to the approval of the Compensation Committee of the Board of Directors. EX-11 5 EARNINGS PER SHARE 1 EXHIBIT 11 DUCOMMUN INCORPORATED AND SUBSIDIARIES RECONCILIATION OF THE NUMERATORS AND DENOMINATORS OF THE BASIC AND DILUTED EARNINGS PER SHARE COMPUTATIONS
For the Year Ended December 31, 1998 ----------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- BASIC EPS Income Available to Common Stockholders $23,693,000 11,149,000 $ 2.13 ====== EFFECT OF DILUTIVE SECURITIES Stock Options -- 469,000 ----------- ----------- DILUTED EPS Income Available to Common Stockholders + Assumed Conversions $23,693,000 $11,618,000 $ 2.04 =========== =========== ======
For the Year Ended December 31, 1997 ----------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- BASIC EPS Income Available to Common Stockholders $14,297,000 11,037,000 $ 1.30 ====== EFFECT OF DILUTIVE SECURITIES Stock Options -- 829,000 ----------- ----------- DILUTED EPS Income Available to Common Stockholders + Assumed Conversions $14,297,000 $11,866,000 $ 1.20 =========== =========== ======
For the Year Ended December 31, 1996 ----------------------------------------- Income Shares Per-Share (Numerator) (Denominator) Amount ----------- ------------- --------- BASIC EPS Income Available to Common Stockholders $10,285,000 9,892,000 $ 1.04 ====== EFFECT OF DILUTIVE SECURITIES Stock Options -- 771,000 7 3/4% Convertible Subordinated Debentures 222,000 1,067,000 ----------- ----------- DILUTED EPS Income Available to Common Stockholders + Assumed Conversions $10,507,000 $11,730,000 $ 0.90 =========== =========== ======
Note: Share-related data have been adjusted for the 3-for-2 stock split in June 1998. EX-13 6 1998 ANNUAL REPORT TO SHAREHOLDERS 1 EXHIBIT 13 DUCOMMUN INCORPORATED ANNUAL REPORT The following portions of Ducommun Incorporated and Subsidiaries 1998 Annual Report are incorporated by reference in Items 5, 6, 7, and 8 of this report.
Page ---- Selected Financial Data 18 Quarterly Common Stock Price Information 18 Management's Discussion and Analysis of Financial Condition and Results of Operations 19-22 Consolidated Statements of Income 23 Consolidated Balance Sheets 24 Consolidated Statements of Cash Flows 25 Consolidated Statements of Changes in Shareholders' Equity 26 Notes to Consolidated Financial Statements 27-36 Report of Independent Accountants 37
2 EXHIBIT 13 SELECTED FINANCIAL DATA DUCOMMUN INCORPORATED
Year ended December 31, 1998 1997 1996 1995 1994 - ---------------------------------------------------------------------------------------------------------------------- (In thousands, except per share amounts) Net Sales $ 170,772 $ 157,287 $ 118,357 $ 91,217 $ 61,738 --------- --------- --------- --------- --------- Gross Profit as a Percentage of Sales 33.3% 32.0% 32.6% 33.0% 28.8% --------- --------- --------- --------- --------- Operating Income 29,795 25,288 15,478 10,511 5,644 --------- --------- --------- --------- --------- Operating Income as a Percentage of Sales 17.4% 16.1% 13.1% 11.5% 9.1% --------- --------- --------- --------- --------- Gain on Sale of Subsidiary 9,249 -- -- -- -- --------- --------- --------- --------- --------- Income Before Taxes 38,919 24,653 14,325 6,941 3,177 Income Tax Expense (15,226) (10,356) (4,040) (1,895) (973) --------- --------- --------- --------- --------- Net Income $ 23,693 $ 14,297 $ 10,285 $ 5,046 $ 2,204 ========= ========= ========= ========= ========= Earnings Per Share: Income Before Gain on Sale of Subsidiary $ 1.51 $ 1.20 $ .90 $ .59 $ .32 Gain on Sale of Subsidiary .53 -- -- -- -- --------- --------- --------- --------- --------- Diluted Earnings Per Share $ 2.04 $ 1.20 $ .90 $ .59 $ .32 ========= ========= ========= ========= ========= Working Capital $ 30,793 $ 30,182 $ 17,286 $ 11,247 $ 6,710 Total Assets 117,204 104,241 95,814 80,974 79,852 Convertible Subordinated Debentures -- -- -- 24,263 28,000 Long-Term Debt Including Current Portion 6,784 5,803 10,290 12,845 21,913 Total Shareholders' Equity 83,705 73,703 59,188 24,588 15,783 Cash Dividends Per Share -- -- -- -- --
QUARTERLY COMMON STOCK PRICE INFORMATION
1998 1997 1996 -------------------- -------------------- -------------------- High Low High Low High Low --------- --------- --------- --------- --------- --------- First Quarter $ 23.33 $ 19.42 $ 16.83 $ 13.67 $ 9.42 $ 6.33 Second Quarter 23.50 18.94 19.59 15.75 9.92 8.59 Third Quarter 20.75 17.19 26.46 18.58 12.25 8.25 Fourth Quarter 18.75 13.13 25.79 19.17 16.25 11.09
The common stock of the Company (DCO) is listed on the New York Stock Exchange. On December 31, 1998, the Company had approximately 647 holders of record of common stock. Per share amounts have been adjusted for the 3-for-2 stock split in June 1998. 18 3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ACQUISITIONS In June 1998, the Company acquired the capital stock of American Electronics, Inc. ("AEI") for $8,165,000 in cash and $1,900,000 in other liabilities. AEI is a leading manufacturer of high precision actuators, stepper motors, fractional horsepower motors and resolvers principally for commercial and military space applications. The acquisition of AEI was accounted for under the purchase method of accounting, and based on the preliminary allocation of the purchase price, the Company recorded goodwill of $5,628,000. The consolidated statements of income include the operating results for AEI since the date of the acquisition. In June 1996, the Company acquired substantially all of the assets of MechTronics of Arizona, Inc. ("MechTronics") for $8,000,000 in cash and a $750,000 note. MechTronics is a leading manufacturer of mechanical and electromechanical enclosure products for the defense electronics, commercial aviation and communications markets. The acquisitions were funded from internally generated cash, notes and other accounts payable to sellers and borrowings under the Company's credit agreement with its bank (see Financial Condition for additional information). These acquisitions strengthened the Company's position in the aerospace industry and added complementary lines of business. DISPOSITIONS In August 1998, the Company sold the capital stock of its wireless communications subsidiary, 3dbm, Inc. The subsidiary was sold for $17,250,000 in cash, resulting in a pretax gain of $9,249,000 on the sale and an after-tax gain of $6,206,000, or $.53 per diluted share, which was recorded in the third quarter of 1998. The Company sold 3dbm, Inc. because the level of investment required to ensure the long term viability of 3dbm, Inc. in the wireless systems infrastructure business was more than the Company was willing to commit. RESULTS OF OPERATIONS 1998 Compared to 1997 - Net sales increased 9% to $170,772,000 in 1998. The increase resulted primarily from a broad-based increase in sales in most of the Company's product lines due to outsourcing from prime contractors and first tier subcontractors as well as new contract awards, partially offset by lower commercial and military aftermarket sales. The net effect on sales of the acquisition of AEI and the divestiture of 3dbm in 1998 compared to 1997 was a decrease in sales of approximately $111,000 in 1998. The Company's mix of business was approximately 60% commercial, 29% military and 11% space in 1998. Foreign sales decreased to 17% of sales from 19% in 1997. Canada is the only foreign country in which the Company had sales of 3.5 percent or more of total sales, with sales of $6,173,000 in 1998 and $7,950,000 in 1997. The Company had substantial sales to Boeing, Lockheed Martin and Raytheon. During 1998 and 1997, sales to Boeing were $48,334,000 and $36,375,000, respectively; sales to Lockheed Martin were $18,465,000 and $17,455,000, respectively; and sales to Raytheon were $12,596,000 and $9,101,000, respectively. At December 31, 1998, trade receivables from Boeing, Lockheed Martin and Raytheon were $4,352,000, $1,891,000 and $1,752,000, respectively. The sales and receivables relating to Boeing, Lockheed Martin and Raytheon are diversified over a number of different commercial, space and military programs. The Company's commercial business is represented on virtually all of today's major commercial aircraft. During 1998, commercial sales increased primarily as a result of increased commercial aircraft build rates and new contract awards. Sales related to commercial business were approximately $102,432,000, or 60% of total sales in 1998. Military components manufactured by the Company are employed in many of the country's front-line fighters, bombers, helicopters and support aircraft, as well as many land and sea-based vehicles. The Company's defense business is widely diversified among military manufacturers and programs. Sales related to military programs were approximately $50,231,000, or 29% of total sales in 1998. The C-17 program accounted for approximately $9,846,000 in sales in 1998. In the space sector, the Company produces components for the expendable fuel tanks which help boost the Space Shuttle vehicle into orbit. Components are also produced for a variety of unmanned launch vehicles and satellite programs. Sales related to space programs were approximately $18,109,000, or 11% of total sales in 1998. At December 31, 1998, backlog believed to be firm was approximately $138,200,000, compared to $155,700,000 at December 31, 1997. The backlog decrease from December 31, 1997 was due to product shipments in 1998 at a faster rate than new business was awarded to replace it. However, the Company experienced backlog growth principally in the Boeing 737, 777 and C-17 aircraft. Approximately $93,000,000 of the total backlog is expected to be delivered during 1999. 19 4 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Gross profit, as a percentage of sales, increased to 33.3% in 1998 from 32.0% in 1997. This increase was primarily the result of changes in sales mix and lower production costs. Selling, general and administrative expenses, as a percentage of sales, was 15.8% in 1998, compared to 15.9% in 1997. Interest expense decreased 80% to $125,000 in 1998 primarily due to higher interest income from invested cash in 1998 compared to 1997, which was offset against interest expense. Income tax expense increased to $15,226,000 in 1998, compared to $10,356,000 in 1997. The increase in income tax expense was primarily due to $3,043,000 of income taxes related to the gain on the sale of 3dbm, Inc. and the increase in income before taxes. Cash expended to pay income taxes increased to $9,464,000 in 1998, compared to $4,932,000 in 1997, primarily as a result of taxes paid on the gain on the sale of 3dbm, Inc. Net income for 1998 was $23,693,000, or $2.04 diluted earnings per share, compared to $14,297,000, or $1.20 diluted earnings per share, in 1997. Net income for 1998 included an after-tax gain of $6,206,000, or $0.53 per diluted share, on the sale of the capital stock of 3dbm, Inc. 1997 Compared to 1996 - Net sales increased 33% to $157,287,000 in 1997. The increase resulted from a broad-based increase in sales in most of the Company's product lines due to improved industry conditions and new contract awards, as well as sales of $22,003,000 in 1997, compared to $8,414,000 in 1996 from the MechTronics acquisition completed in June 1996. The Company's mix of business was approximately 59% commercial, 31% military and 10% space in 1997. Foreign sales increased to 19% of total sales in 1997 from 18% in 1996. Canada is the only foreign country in which the Company had sales of 4% or more of total sales, with sales of $7,950,000 in 1997 and $4,906,000 in 1996. The Company had substantial sales to Boeing, Lockheed Martin and Northrop Grumman. During 1997 and 1996, sales to Boeing were $36,375,000 and $21,907,000, respectively; sales to Lockheed Martin were $17,455,000 and $13,037,000, respectively; and sales to Northrop Grumman were $6,568,000 and $7,843,000, respectively. At December 31, 1997, trade receivables from Boeing, Lockheed Martin and Northrop Grumman were $4,079,000, $1,659,000 and $551,000, respectively. The sales and receivables relating to Boeing, Lockheed Martin and Northrop Grumman are diversified over a number of different commercial, space and military programs. During 1997, commercial sales increased primarily as a result of commercial aircraft build rates, new contract awards and increased airline seat refurbishment projects, as well as sales from the MechTronics acquisition. During 1997, military sales increased primarily as a result of new contract awards, as well as sales from the MechTronics acquisition. Sales related to space programs were approximately $14,821,000, or 10% of total sales in 1997. At December 31, 1997, backlog believed to be firm was approximately $155,700,000, compared to $134,500,000 at December 31, 1996. Backlog growth has been concentrated principally in the Boeing 737, 777 and C-17 aircraft. Gross profit, as a percentage of sales, decreased to 32.0% in 1997 from 32.6% in 1996. This decrease was primarily the result of change in sales mix. The decrease was partially offset by economies of scale resulting from sales increases. Selling, general and administrative expenses, as a percentage of sales, decreased to 15.9%, compared to 19.6% in 1996. The decrease was primarily the result of higher sales volume partially offset by an increase in related period costs. Interest expense decreased approximately 45% to $635,000 in 1997 primarily due to the conversion of $24,263,000 of convertible subordinated debentures that were outstanding during the first half of 1996 and lower debt levels. Income tax expense increased to $10,356,000 in 1997, compared to $4,040,000 for 1996. The increase in income tax expense was primarily due to the increase in income before taxes and an effective tax rate of 42% in 1997, compared to 28% in 1996. From a cash flow perspective, however, the Company continued to use its federal net operating loss carryforwards to offset taxable income. Cash expended to pay income taxes was $4,932,000 in 1997, compared to $1,759,000 in 1996. At December 31, 1997, the Company had federal tax NOLs totaling approximately $528,000. Net income for 1997 was $14,297,000, or $1.20 diluted earnings per share, compared to $10,285,000, or $.90 diluted earnings per share, in 1996. 20 5 DUCOMMUN INCORPORATED FINANCIAL CONDITION Liquidity and Capital Resources - Cash flow from operating activities for 1998 was $25,172,000, compared to $13,483,000 in 1997. The increase in cash flow from operating activities resulted principally from an increase in income before the gain on the sale of 3dbm, Inc., a decrease in inventories and a reduction in prepaid income taxes. During 1998, the Company spent $11,827,000 on capital expenditures, $8,165,000 to purchase AEI, $14,652,000 to repurchase shares of the Company's common stock and repaid $919,000 of principal on its outstanding bank borrowings, promissory notes, term and commercial real estate loans. In June 1998, the Company acquired the capital stock of AEI for $8,165,000 in cash and $1,900,000 in other liabilities. AEI is a leading manufacturer of high precision actuators, stepper motors, fractional horsepower motors and resolvers principally for commercial and military space applications. The acquisition was funded from internally generated cash, notes and other accounts payable to sellers and borrowings under the Company's credit agreement with its bank. The acquisition is expected to strengthen the Company's position in the aerospace industry and add complementary lines of business. In August 1998, the Company sold the capital stock of its wireless communications subsidiary, 3dbm, Inc., for $17,250,000 in cash. The transaction resulted in an after-tax gain of $6,206,000, or $.53 per diluted share. The proceeds from this transaction will be used for general corporate purposes, including acquisitions and common stock repurchases. The Company sold 3dbm, Inc. because the level of investment required to ensure the long-term viability of 3dbm, Inc. in the wireless systems infrastructure business was more than the Company was willing to commit. The Company's bank credit agreement provides for a $40,000,000 unsecured revolving credit line with an expiration date of July 1, 2001. At December 31, 1998, the Company had $40,000,000 of unused lines of credit available. 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 1999. Aggregate maturities of long-term debt during the next five years are as follows: 1999, $1,434,000; 2000, $996,000; 2001, $909,000; 2002, $875,000; 2003, $560,000. The Company expects to spend less than $15,000,000 for capital expenditures in 1999. The Company plans to continue to seek attractive acquisition opportunities and to make substantial capital expenditures for manufacturing equipment and facilities to support long-term aerospace structure contracts for both commercial and military aircraft and space programs. These expenditures are expected to place the Company in a favorable competitive position among aerospace subcontractors, and to allow the Company to take advantage of the off-load requirements from its customers. The Company declared a three-for-two stock split of the Company's common stock in the form of a stock dividend, which was effected on June 10, 1998 to shareholders of record as of May 20, 1998. In July 1998, the Company's Board of Directors authorized the repurchase of up to $15,000,000 of its common stock. Repurchases were made from time to time on the open market at prevailing prices. As of December 31, 1998, the Company had repurchased 931,762 shares of its common stock in the open market for a total of approximately $14,652,000, or an average price of $15.73 per share. In January 1999, the Company's Board of Directors extended the Company's stock repurchase program and authorized the repurchase of up to an additional $15,000,000 of its common stock. 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 corrective action. 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 or results of operations. 21 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FUTURE ACCOUNTING REQUIREMENTS In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 will become effective for the Company in 2000. The adoption of SFAS 133 is not expected to have a material effect on the Company's financial position, results of operations or cash flow. YEAR 2000 The Company has commenced, for its systems, a Year 2000 date conversion project to address necessary code changes, testing, and implementation. Critical systems have been inventoried and assessed for Year 2000 compliance and the Company is in the process of testing and planning for contingencies. Project completion is planned for mid-1999 at a cost that is not expected to exceed $200,000. The Company expects its Year 2000 date conversion project to be completed on a timely basis. The Company is also evaluating both its products and its machinery and equipment against Year 2000 concerns. As a result of these ongoing evaluations, the Company is not currently aware of any significant exposure to contingencies related to the Year 2000 issue as a result of its information systems software, products, or machinery and equipment. The Company anticipates that by mid-1999, all planned evaluation and testing of material internal software applications, operating systems, products and machinery and equipment will be completed without any material expenditures or other material diversions of resources. The Company is currently working with third parties with which it has a material relationship to attempt to determine their preparedness with respect to Year 2000 issues and to analyze the risk to the Company in the event any such third parties experience significant business interruptions as a result of Year 2000 noncompliance. The Company expects to complete this review and analysis and to determine the need for contingency planning in this regard by mid-1999. However, there can be no assurance that the systems of the Company, or of other companies on which the Company's business or systems rely, will be Year 2000 compliant in a timely manner or that any failure to be Year 2000 compliant would not have an adverse effect on the Company's business or systems. Maintenance or modification costs will be expensed as incurred, while the cost of new software will be capitalized and amortized over the software's useful life. FORWARD LOOKING STATEMENT AND RISK FACTORS Any forward-looking statements made in this Annual Report 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 the Space Shuttle program, 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, and other factors beyond the Company's control. 22 7 CONSOLIDATED STATEMENTS OF INCOME DUCOMMUN INCORPORATED
YEAR ENDED DECEMBER 31, 1998 1997 1996 --------- --------- --------- (In thousands, except per share amounts) Net Sales $ 170,772 $ 157,287 $ 118,357 Operating Costs and Expenses: Cost of goods sold 113,929 106,967 79,732 Selling, general and administrative expenses 27,048 25,032 23,147 --------- --------- --------- Total Operating Costs and Expenses 140,977 131,999 102,879 --------- --------- --------- Operating Income 29,795 25,288 15,478 Interest Expense (125) (635) (1,153) Gain on Sale of Subsidiary 9,249 -- -- --------- --------- --------- Income Before Taxes 38,919 24,653 14,325 Income Tax Expense (15,226) (10,356) (4,040) --------- --------- --------- Net Income $ 23,693 $ 14,297 $ 10,285 ========= ========= ========= Earnings Per Share: Basic earnings per share $ 2.13 $ 1.30 $ 1.04 Diluted earnings per share 2.04 1.20 .90
Per share amounts have been adjusted for the 3-for-2 stock split in June 1998. See accompanying notes to consolidated financial statements. 23 8 CONSOLIDATED BALANCE SHEETS DUCOMMUN INCORPORATED
DECEMBER 31, 1998 1997 - -------------------------------------------------------------------------------------------- (In thousands, except share data) ASSETS Current Assets: Cash and cash equivalents $ 9,066 $ 2,156 Accounts receivable (less allowance for doubtful accounts of $125 and $359) 19,680 19,189 Inventories (Note 3) 19,495 24,604 Deferred income taxes (Note 11) 4,449 4,612 Prepaid income taxes 1,283 2,877 Other current assets 2,437 2,053 --------- --------- Total Current Assets 56,410 55,491 Property and Equipment, Net (Note 4) 41,145 30,594 Excess of Cost Over Net Assets Acquired (Net of Accumulated Amortization of $5,468 and $4,832) 18,974 16,907 Other Assets 675 1,249 --------- --------- $ 117,204 $ 104,241 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt (Note 6) $ 1,434 $ 919 Accounts payable 7,445 9,024 Accrued liabilities (Note 5) 16,738 15,366 --------- --------- Total Current Liabilities 25,617 25,309 Long-Term Debt, Less Current Portion (Note 6) 5,350 4,884 Deferred Income Taxes (Note 11) 1,714 -- Other Long-Term Liabilities 818 345 --------- --------- Total Liabilities 33,499 30,538 ========= ========= Commitments and Contingencies (Notes 2, 10 and 12) Shareholders' Equity (Note 7): Common stock -- $.01 par value; authorized 35,000,000 shares; issued 11,345,255 shares in 1998 and 7,454,198 in 1997 113 74 Additional paid-in capital 60,419 59,497 Retained earnings 37,825 14,132 Less common stock held in treasury -- 931,762 shares (14,652) -- --------- --------- Total Shareholders' Equity 83,705 73,703 --------- --------- $ 117,204 $ 104,241 ========= =========
See accompanying notes to consolidated financial statements. 24 9 CONSOLIDATED STATEMENTS OF CASH FLOWS DUCOMMUN INCORPORATED
YEAR ENDED DECEMBER 31, 1998 1997 1996 - ------------------------------------------------------------------------------------------------------------ (In thousands) Cash Flows from Operating Activities: Net Income $ 23,693 $ 14,297 $ 10,285 Adjustments to Reconcile Net Income to Cash Provided by Operating Activities: Depreciation and amortization 5,868 5,340 4,473 Deferred income tax provision 1,783 5,200 2,014 Gain on sale of subsidiary (9,249) -- -- Change in Assets and Liabilities, Net of Effects From Acquisitions and Disposition: Accounts receivable (1,798) (4,467) 1,826 Inventories 4,313 (2,009) (4,105) Prepaid income taxes 1,594 (2,877) -- Other assets (613) (429) (636) Accounts payable (1,064) 681 2,310 Accrued and other liabilities 645 (2,253) 1,880 -------- -------- -------- Net Cash Provided by Operating Activities 25,172 13,483 18,047 -------- -------- -------- Cash Flows from Investing Activities: Purchase of Property and Equipment (11,827) (7,629) (6,691) Acquisition of Businesses (8,165) -- (8,000) Proceeds from Sale of Subsidiary 17,250 -- -- Cash Payments Related to Sale of Subsidiary (1,143) -- -- Proceeds from Sale of Assets 233 -- -- -------- -------- -------- Net Cash Used in Investing Activities (3,652) (7,629) (14,691) -------- -------- -------- Cash Flows from Financing Activities: Net Repayment of Long-Term Debt (919) (4,487) (2,555) Purchase of Common Stock for Treasury (14,652) -- -- Other 961 218 (601) -------- -------- -------- Net Cash Used in Financing Activities (14,610) (4,269) (3,156) -------- -------- -------- Net Increase in Cash and Cash Equivalents 6,910 1,585 200 Cash and Cash Equivalents, Beginning of Year 2,156 571 371 -------- -------- -------- Cash and Cash Equivalents, End of Year $ 9,066 $ 2,156 $ 571 ======== ======== ======== Supplemental Disclosures of Cash Flow Information: Interest Expense Paid $ 401 $ 720 $ 1,553 Income Taxes Paid $ 9,464 $ 4,932 $ 1,759
Supplemental Information for Noncash Investing and Financing Activities: See Note 2 for non-cash investing activities related to the acquisition of businesses. During 1996, the Company issued 2,417,205 new shares of common stock upon conversion of $24,263,000 of its outstanding 7.75% convertible subordinated debentures. See accompanying notes to consolidated financial statements. 25 10 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY DUCOMMUN INCORPORATED
Additional Retained Total Shares Common Paid-In Earnings Treasury Shareholders' Outstanding Stock Capital (Deficit) Stock Equity - ------------------------------------------------------------------------------------------------------------------------------------ (In thousands, except share data Balance at January 1, 1996 4,852,281 $ 49 $34,989 $(10,450) $ -- $ 24,588 Stock options exercised 43,200 -- 156 -- -- 156 Stock repurchased related to the exercise of stock options (11,258) -- (147) -- -- (147) Common stock issued upon conversion of outstanding 7.75% convertible subordinated debentures 2,417,205 24 24,100 -- -- 24,124 Income tax benefit related to the exercise of nonqualified stock options -- -- 182 -- -- 182 Net Income -- -- -- 10,285 -- 10,285 --------- ------- ------- -------- -------- ---------- Balance at December 31, 1996 7,301,428 73 59,280 (165) -- 59,188 Stock options exercised 269,117 3 1,030 -- -- 1,033 Stock repurchased related to the exercise of stock options (116,347) (2) (4,134) -- -- (4,136) Income tax benefit related to the exercise of nonqualified stock options -- -- 3,321 -- -- 3,321 Net Income -- -- -- 14,297 -- 14,297 --------- ------- ------- -------- -------- ---------- Balance at December 31, 1997 7,454,198 74 59,497 14,132 -- 73,703 Stock options exercised 198,550 2 981 -- -- 983 Stock repurchased related to the exercise of stock options (55,562) -- (1,397) -- -- (1,397) Income tax benefit related to the exercise of nonqualified stock options -- -- 1,375 -- -- 1,375 Adjustment for stock split 3,748,069 37 (37) -- -- -- Common stock held in treasury (931,762) -- -- -- (14,652) (14,652) Net Income -- -- -- 23,693 -- 23,693 --------- ------- ------- -------- -------- ---------- Balance at December 31, 1998 10,413,493 $ 113 $60,419 $ 37,825 $(14,652) $ 83,705 ========== ======= ======= ======== ======== =========
See accompanying notes to consolidated financial statements. 26 11 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries, after eliminating significant intercompany balances and transactions. Cash Equivalents: Cash equivalents consist of highly liquid instruments purchased with maturities of three months or less. Revenue Recognition: Revenue, including sales under fixed price contracts, is recognized upon shipment of products or when title passes based on the terms of sale. The effects of revisions in contract value or estimated costs of completion are recognized over the remaining terms of the agreement. Provisions for estimated losses on contracts are recorded in the period identified. Inventory Valuation: Inventories are stated at the lower of cost or market. Cost is determined based upon the first-in, first-out method. Costs on fixed price contracts in progress included in inventory represent accumulated recoverable costs less the portion of such costs allocated to delivered units and applicable progress payments received. Property and Depreciation: Property and equipment, including assets recorded under capital leases, are recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives ranging from 2 to 40 years and, in the case of leasehold improvements, over the shorter of the lives of the improvements or the lease term. Income Taxes: Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Excess of Costs Over Net Assets Acquired: The cost of acquired businesses in excess of the fair market value of their underlying net assets is amortized on the straight-line basis over periods ranging from 15 to 40 years. The Company assesses the recoverability of cost in excess of net assets of acquired businesses by determining whether the amortization of this intangible asset over its remaining life can be recovered through future operating cash flows. Environmental Liabilities: Environmental liabilities are recorded when environmental assessments and/or remedial efforts are probable, and costs can be reasonably estimated. Generally, the timing of these accruals coincides with the completion of a feasibility study or the Company's commitment to a formal plan of action. Earnings Per Share: Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding in each year. Diluted earnings per share is computed by dividing income available to common stockholders plus income associated with dilutive securities by the weighted average number of common shares outstanding plus any potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock in each year. In 1998, 1997 and 1996, income available to common stockholders was $23,693,000, $14,297,000 and $10,285,000, respectively, and income associated with dilutive securities was $0, $0 and $222,000, respectively. In 1998, 1997 and 1996, the weighted average number of common shares outstanding was 11,149,000, 11,037,000 and 9,892,000, the dilutive shares associated with stock options were 469,000, 829,000 and 771,000, and the dilutive shares associated with the outstanding 7.75% convertible subordinated debentures were 0, 0 and 1,067,000, respectively. Stock-Based Compensation: Compensation cost attributable to stock option and similar plans is recognized based on the difference, if any, between the closing market price of the stock on the date of grant over the exercise price of the option. The Company has not issued any stock options with an exercise price less than the closing market price of the stock on the date of grant. Comprehensive Income: In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income"("SFAS 130"). SFAS 130 was effective for the Company during 1998. This statement divides comprehensive income into net income and other comprehensive income. The Company has no items of other comprehensive income in any period presented and is consequently not required to report comprehensive income. Use of Estimates: Certain amounts and disclosures included in the consolidated financial statements required management to make estimates which could differ from actual results. 27 12 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2. ACQUISITIONS AND DISPOSITION In June 1998, the Company acquired the capital stock of American Electronics, Inc. ("AEI") for $8,165,000 in cash and $1,900,000 in other liabilities. AEI is a leading manufacturer of high-precision actuators, stepper motors, fractional horsepower motors and resolvers principally for commercial and military space applications. In June 1996, the Company acquired substantially all of the assets of MechTronics of Arizona, Inc. ("MechTronics") for $8,000,000 in cash and a $750,000 note. The Company may be required to make additional payments through 1999, based on the future financial performance of the business of MechTronics. MechTronics is a leading manufacturer of mechanical and electromechanical enclosure products for the defense electronics, commercial aviation and communications markets. The acquisitions of AEI and MechTronics were accounted for under the purchase method of accounting and, accordingly, the operating results for AEI and MechTronics have been included in the consolidated statements of income since the dates of the respective acquisitions. The cost of the acquisitions was allocated on the basis of the estimated fair value of assets acquired and liabilities assumed. These acquisitions accounted for approximately $7,705,000, $1,827,000 and $1,827,000 of the excess of cost over net assets acquired at December 31, 1998, December 31, 1997 and December 31, 1996. Such excess (which will increase for any future contingent payments) is being amortized on a straight-line basis over fifteen years. The following table presents unaudited pro forma consolidated operating results for the Company for the year ended December 31, 1996, as if the MechTronics acquisition had occurred as of the beginning of the periods presented. Pro forma results for 1998, assuming the acquisition of AEI at the beginning of the period, would not have been materially different from the Company's historical results for the period presented.
1996 - ------------------------------------------------------- (In thousands, except per share amounts) (Unaudited) Net sales $ 125,762 Net earnings 10,166 Basic earnings per share 1.03 Diluted earnings per share .89
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 MechTronics acquisition been consummated at the beginning of the period presented, and should not be construed as representative of future operating results. In August 1998, the Company sold the capital stock of its wireless communications subsidiary, 3dbm, Inc. The subsidiary was sold for $17,250,000 in cash, resulting in a pretax gain of $9,249,000 on the sale and an after-tax gain of $6,206,000, or $.53 per diluted share, which was recorded in the third quarter of 1998. 28 13 DUCOMMUN INCORPORATED NOTE 3. INVENTORIES Inventories consist of the following:
DECEMBER 31, 1998 1997 - --------------------------------------------------- (In thousands) Raw materials and supplies $ 7,081 $ 7,717 Work in process 12,630 17,058 Finished goods 820 1,041 ------- ------- 20,531 25,816 Less progress payments 1,036 1,212 ------- ------- Total $19,495 $24,604 ======= =======
Work in process inventories include amounts under long-term fixed price contracts aggregating $7,171,000 and $10,500,000 at December 31, 1998 and 1997, respectively. NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consist of the following:
Range of Estimated DECEMBER 31, 1998 1997 Useful Lives - --------------------------------------------------------------------------------------- (In thousands) Land $ 9,560 $ 4,235 Buildings and improvements 14,733 13,127 5 - 40 Years Machinery and equipment 43,130 38,368 2 - 20 Years Furniture and equipment 6,256 4,995 2 - 10 Years Construction in progress 2,931 2,696 ------- ------- 76,610 63,421 Less accumulated depreciation and amortization 35,465 32,827 ------- ------- Total $41,145 $30,594 ======= =======
Depreciation expense was $4,423,000, $4,056,000 and $3,410,000 for the years ended December 31, 1998, 1997 and 1996, respectively. NOTE 5. ACCRUED LIABILITIES Accrued liabilities consist of the following:
DECEMBER 31, 1998 1997 - ------------------------------------------------------------- (In thousands) Accrued compensation $ 8,357 $ 8,228 Provision for environmental costs 2,135 1,663 Customer deposits 534 1,181 Accrued state franchise and sales tax 462 288 Other 5,250 4,006 ------- ------- Total $16,738 $15,366 ======= =======
29 14 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6. LONG-TERM DEBT Long-term debt is summarized as follows:
DECEMBER 31, 1998 1997 - ------------------------------------------------------------------ (In thousands) Bank credit agreement $ -- $ -- Term and real estate loans 4,635 5,181 Notes and other liabilities for acquisitions 2,149 622 ------ ------ Total debt 6,784 5,803 Less current portion 1,434 919 ------ ------ Total long-term debt $5,350 $4,884 ====== ======
The Company's bank credit agreement provides for a $40,000,000 unsecured revolving credit line with an expiration date of July 1, 2001. Interest is payable monthly on the outstanding borrowings based on the bank's prime rate (7.75% at December 31, 1998) minus 0.25%. 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 (1.00% at December 31, 1998). At December 31, 1998, the Company had $40,000,000 of unused lines of credit available. The credit agreement includes fixed charge coverage and maximum leverage ratios, unused commitment fee, and limitations on future dividend payments and outside indebtedness. The weighted average interest rate on borrowings outstanding was 6.73% and 7.24% at December 31, 1998 and 1997, respectively. The carrying amount of long-term debt approximates fair value based on the terms of the related debt, recent transactions and estimates using interest rates currently available to the Company for debt with similar terms and remaining maturities. Aggregate maturities of long-term debt during the next five years are as follows: 1999, $1,434,000; 2000, $996,000; 2001, $909,000; 2002, $875,000; 2003, $560,000. NOTE 7. SHAREHOLDERS' EQUITY At December 31, 1998 and 1997, no preferred shares were issued or outstanding. In May 1998, the shareholders of the Company authorized the amendment of its Certificate of Incorporation to increase the Company's authorized common stock from 12,500,000 shares to 35,000,000 shares. The Company effected a three-for-two stock split of the Company's common stock in the form of a stock dividend, which was paid on June 10, 1998 to shareholders of record as of May 20, 1998, and is reflected in all references to the number of common shares and per share amounts in this report. Average shares outstanding for 1998, 1997 and 1996, after adjusting for the stock split, were 11,149,000, 11,037,000 and 9,892,000, respectively. In July 1998, the Board of Directors authorized the repurchase of up to $15,000,000 of its common stock. As of December 31, 1998, the Company had repurchased 931,762 shares of common stock in the open market for a total of approximately $14,652,000, or an average price of $15.73 per share. 30 15 DUCOMMUN INCORPORATED NOTE 8. STOCK OPTIONS The Company has three stock option or incentive plans. Stock awards may be made to directors, officers and key employees under the stock plans on terms determined by the Compensation Committee of the Board of Directors or, with respect to directors, on terms determined by the Board of Directors. Stock options have been and may be granted to directors, officers and key employees under the stock plans at prices not less than 100% of the market value on the date of grant, and expire not more than ten years from the date of grant. The option price and number of shares are subject to adjustment under certain dilutive circumstances. At December 31, 1998, options for 533,713 shares of common stock were exercisable. The Company has adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). In accordance with the provisions of SFAS 123, the Company applies APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its plans and does not recognize compensation expense for its stock-based compensation plans based on the fair value method prescribed by SFAS 123. If the Company had elected to recognize compensation expense based upon the fair value at the grant date for awards under these plans consistent with the methodology prescribed by SFAS 123, the Company's net income and earnings per share would be reduced to the pro forma amounts indicated below:
YEAR ENDED DECEMBER 31, 1998 1997 1996 - ----------------------------------------------------------------------- (In thousands, except per share amounts) Net Income: As reported $ 23,693 $ 14,297 $ 10,285 Pro forma 23,150 14,032 10,101 Earnings per common share: As reported: Basic $ 2.13 $ 1.30 $ 1.04 Diluted 2.04 1.20 .90 Pro forma: Basic $ 2.08 $ 1.27 $ 1.02 Diluted 1.99 1.18 .88
These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period, and additional options may be granted in future years. The fair value for these options was estimated at the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions for 1998, 1997 and 1996, respectively: dividend yields of zero percent; expected monthly volatility of 29.17, 30.62 and 31.75 percent; risk-free interest rates of 5.53, 6.38 and 6.33 percent; and expected option life of four years for 1998, 1997 and 1996. The weighted average fair value of options granted during 1998, 1997 and 1996, for which the exercise price equals the market price on the grant date, was $10.02, $4.99 and $3.23, respectively. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded 31 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options. At December 31, 1998, 372,702 common shares were available for future grants and 880,525 common shares were reserved for the exercise of options. Option activity during the three years ended December 31, 1998 was as follows:
Weighted Average Number Exercise Price of Of Shares Options Outstanding - ------------------------------------------------------------------------ Outstanding at January 1, 1996 1,076,288 $ 2.663 Granted 271,500 9.396 Exercised (64,800) 2.423 Forfeited (4,500) 5.917 --------- Outstanding at December 31, 1996 1,278,488 4.093 Granted 97,500 14.600 Exercised (403,676) 2.559 Forfeited (51,525) 8.823 --------- Outstanding at December 31, 1997 920,787 5.614 Granted 206,450 21.283 Exercised (232,088) 4.237 Forfeited (14,624) 17.177 --------- Outstanding at December 31, 1998 880,525 $ 9.479 =========
The following table summarizes information concerning currently outstanding and exercisable stock options:
Weighted Average Weighted Weighted Number of Remaining Average Average Range of Outstanding Contractual Exercise Number Exercise Exercise Prices Options Life Price Exercisable Price - ---------------------------------------------------------------------------------------- $ 1.250 - $ 2.999 254,375 2.34 $ 2.470 254,375 $ 2.470 $ 3.000 - $ 4.999 148,350 2.64 3.118 148,163 3.116 $ 5.000 - $ 7.999 15,000 1.92 6.750 11,250 6.750 $ 8.000 - $11.999 163,350 2.33 9.083 81,675 9.083 $12.000 - $17.999 100,500 3.04 14.289 38,250 14.698 $18.000 - $23.210 198,950 4.12 21.284 -- ------- ------- Total 880,525 2.86 $ 9.479 533,713 $ 4.628 ======= =======
32 17 NOTE 9. EMPLOYEE BENEFIT PLANS The Company has an unfunded supplemental retirement plan that was suspended in 1986, but which continues to cover certain former executives. The accumulated benefit obligations under the plan at December 31, 1998 and December 31, 1997 were $638,000 and $658,000, respectively, which are included in accrued liabilities. The Company provides certain health care benefits for retired employees. Employees become eligible for these benefits if they meet minimum age and service requirements, are eligible for retirement benefits and agree to contribute a portion of the cost. As of December 31, 1998, there were 139 current and retired employees eligible for such benefits. Eligibility for additional employees to become covered by retiree health benefits was terminated in 1988. The Company accrues postretirement health care benefits over the period in which active employees become eligible for such benefits. The accrued postretirement benefit cost under these plans is included in accrued liabilities. The components of net periodic postretirement benefits cost for these plans are as follows:
YEAR ENDED DECEMBER 31, 1998 1997 - --------------------------------------------------------------------- (In thousands) Service cost $ 1 $ 1 Interest cost 92 103 Amortization of net transition obligation 84 84 Amortization of actuarial gain (22) (22) ----- ----- Net periodic postretirement benefit cost $ 155 $ 166 ===== =====
The actuarial liabilities for these postretirement benefits are as follows:
DECEMBER 31, 1998 1997 - --------------------------------------------------------------- (In thousands) Beginning obligation (January 1) $ 1,481 $ 1,485 Service cost 1 1 Interest cost 92 103 Actuarial gain (103) (68) Benefits paid (73) (83) ------- ------- Benefit obligation (December 31) 1,398 1,438 Unrecognized net transition obligation (571) (655) Unrecognized prior service cost -- -- Unrecognized net gain 402 363 ------- ------- Accrued benefit cost $ 1,229 $ 1,146 ======= =======
The accumulated postretirement benefit obligations at December 31, 1998 and 1997 were determined using an assumed discount rate of 6.75% and 7.00%, respectively. For measurement purposes, an 8.5% annual rate of increase in the per capita cost of covered health care benefits was assumed for 1999; the rate was assumed to decrease gradually to 4.75% in the year 2009 and remain at that level thereafter over the projected payout period of the benefits. A 1% increase in the assumed annual health care cost trend rate would increase the present value of the accumulated postretirement benefit obligation at December 31, 1998 by $500, and the aggregate of the service and interest cost components of net periodic postretirement benefit cost for the year then ended by $0. 33 18 NOTES TO CONSOLIDATED FINANCIAL SERVICES NOTE 10. LEASES The Company leases certain facilities and equipment for periods ranging from 1 to 8 years. The leases generally are renewable and provide for the payment of property taxes, insurance and other costs relative to the property. Rental expense in 1998, 1997 and 1996, was $3,483,000, $4,156,000 and $3,890,000, respectively. Future minimum rental payments under operating leases having initial or remaining noncancelable terms in excess of one year at December 31, 1998 are as follows:
Lease Commitments - ------------------------------------------------------ (In thousands) 1999 $2,848 2000 2,339 2001 1,730 2002 1,191 2003 655 Thereafter 1,219 ------ Total $9,982 ======
NOTE 11. INCOME TAXES The provision for income tax expense consists of the following:
YEAR ENDED DECEMBER 31, 1998 1997 1996 - --------------------------------------------------------- (In thousands) Current tax expense: Federal $11,355 $ 3,390 $ 735 State 2,088 1,766 1,291 ------- ------- ------ 13,443 5,156 2,026 ------- ------- ------ Deferred tax expense: Federal 1,747 5,171 2,230 State 36 29 (216) ------- ------- ------ 1,783 5,200 2,014 ------- ------- ------ Income Tax Expense $15,226 $10,356 $4,040 ======= ======= ======
34 19 DUCOMMUN INCORPORATED Deferred tax assets (liabilities) are comprised of the following:
December 31, 1998 1997 - ----------------------------------------------------- (In thousands) Federal NOLs $ -- $ 185 Credit carryforwards -- 1,803 Employment-related reserves 2,077 2,170 Environmental reserves 751 565 Inventory reserves 1,289 1,582 Other 1,351 1,248 ------- ------- 5,468 7,553 Depreciation (2,733) (2,561) ------- ------- Net deferred tax assets $ 2,735 $ 4,992 ======= =======
The principal reasons for the variation from the customary relationship between income taxes and income from continuing operations before income taxes are as follows:
Year ended December 31, 1998 1997 1996 - ------------------------------------------------------------------------------------------------ Statutory federal income tax rate 35.0% 35.0% 35.0% State income taxes (net of federal benefit) 4.1 5.3 5.6 Goodwill amortization .5 1.2 2.1 Benefit of net operating loss carryforwards and carrybacks -- -- (12.3) Debt conversion -- -- 1.4 Other (.5) .5 (3.6) ---- ---- ---- Effective Income Tax Rate 39.1% 42.0% 28.2% ==== ==== ====
During 1998, the Company utilized its remaining federal tax net operating loss carryforwards and its federal tax credit carryforwards. NOTE 12. 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 corrective action. 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 or results of operations. 35 20 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13. MAJOR CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK The Company provides proprietary products and services to most of the prime aerospace and aircraft manufacturers. As a result, the Company's sales and trade receivables are concentrated principally in the aerospace industry. The Company had substantial sales to Boeing, Lockheed Martin and Raytheon. During 1998, 1997 and 1996, sales to Boeing were $48,334,000, $36,375,000 and $21,907,000, respectively; sales to Lockheed Martin were $18,465,000, $17,455,000 and $13,037,000, respectively; and sales to Raytheon were $12,596,000, $9,101,000 and $3,514,000, respectively. At December 31, 1998, trade receivables from Boeing, Lockheed Martin and Raytheon were $4,352,000, $1,891,000 and $1,752,000, respectively. The sales and receivables relating to Boeing, Lockheed Martin and Raytheon are diversified over a number of different commercial, space and military programs. In 1998, 1997 and 1996, foreign sales to manufacturers worldwide were $29,007,000, $29,978,000 and $21,155,000, respectively. Canada is the only country in which the Company had sales of 3.5% or more of total sales, with sales of $6,173,000, $7,950,000 and $4,906,000 in 1998, 1997 and 1996, respectively. The amounts of revenue, profitability and identifiable assets attributed to foreign operations are not material when compared with revenue, profitability and identifiable assets attributed to United States domestic operations during 1998, 1997 and 1996. NOTE 14. QUARTERLY FINANCIAL DATA (UNAUDITED)
1998 1997 ----------------------------------------------- ------------------------------------------------- Three months ended Dec 31 Oct 3 Jul 4 Apr 4 Dec 31 Sep 27 Jun 28 Mar 29 - ------------------------------------------------------------------------------------------------------------------------------------ (in thousands, except per share amounts) Sales and Earnings Net Sales $ 40,484 $ 41,273 $ 45,754 $ 43,261 $ 42,116 $ 40,482 $ 39,384 $ 35,305 -------- -------- -------- -------- -------- -------- -------- -------- Gross Profit 13,591 13,488 15,980 13,784 12,701 12,761 13,754 11,104 -------- -------- -------- -------- -------- -------- -------- -------- Gain on Sale of Subsidiary -- 9,249 -- -- -- -- -- -- -------- -------- -------- -------- -------- -------- -------- -------- Income Before Taxes 7,783 16,561 8,572 6,003 7,370 6,401 6,344 4,538 Income Tax Expense (3,209) (6,041) (3,515) (2,461) (3,098) (2,686) (2,664) (1,908) -------- -------- -------- -------- -------- -------- -------- -------- Net Income $ 4,574 $ 10,520 $ 5,057 $ 3,542 $ 4,272 $ 3,715 $ 3,680 $ 2,630 ======== ======== ======== ======== ======== ======== ======== ======== Earnings Per Share: Basic $ .42 $ .94 $ .45 $ .32 $ .38 $ .34 $ .34 $ .24 Diluted $.40 $ .90 $ .43 $ .30 $ .36 $ .31 $ .31 $ .22
In 1997, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). The unaudited quarterly data presented above for the first three quarters of 1997 have been restated to comply with the provisions of SFAS 128. Per share amounts have been adjusted for the 3-for-2 stock split in June 1998. 36 21 REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Shareholders of Ducommun Incorporated In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of cash flows and of changes in shareholders' equity present fairly, in all material respects, the financial position of Ducommun Incorporated and its subsidiaries at December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICEWATERHOUSECOOPERS LLP Los Angeles, California February 12, 1999 37 EX-21 7 SUBSIDIARIES OF REGISTRANT 1 EXHIBIT 21 SUBSIDIARIES OF REGISTRANT As of December 31, 1998, the active subsidiaries of the Company were: Aerochem, Inc., a California corporation AHF-Ducommun Incorporated, a California corporation American Electronics, Inc., a California corporation Brice Manufacturing Company, Inc., a California corporation Ducommun Technologies, Inc., a California corporation MechTronics of Arizona Corp., an Arizona corporation EX-23 8 CONSENT OF INDPENDENT ACCOUNTANTS 1 EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-31777, 33-82164, 33-36415, 33-9383, 2-83732, 2-77309 and 2-64222) of Ducommun Incorporated of our report dated February 12, 1999 appearing on page 37 of the Annual Report to Shareholders which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 17 of this Form 10-K. PricewaterhouseCoopers LLP Los Angeles, California March 1, 1999 EX-27 9 FINANCIAL DATA SCHEDULE
5 1,000 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 9,066 0 19,805 125 19,495 56,410 76,610 35,465 117,204 25,617 0 0 0 113 83,592 117,204 170,772 170,772 113,929 113,929 27,048 0 125 38,919 15,226 23,693 0 0 0 23,693 2.13 2.04 FOR PURPOSES OF THIS EXHIBIT, PRIMARY MEANS BASIC
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