EX-99.3 4 a75263ex99-3.htm EXHIBIT 99.3 ex99-3

Exhibit 99.3.

Unaudited Financial Statements for Composite Structures, LLC as of March 31, 2001 and for the Three Month Periods Ended March 31, 2001 and 2000.


Composite Structures, LLC

Unaudited Financial Statements as of March 31, 2001 and for the
Three Month Periods Ended March 31, 2001 and March 31, 2000


Composite Structures, LLC
Condensed Balance Sheet
(In thousands)
(Unaudited)

           
      March 31,
      2001
     
ASSETS
       
CURRENT ASSETS:
       
 
Cash and cash equivalents
  $ 251  
 
Receivables, net
    8,873  
 
Inventories, net
    7,633  
 
Prepaid expenses and other current assets
    533  
 
   
 
 
    Total current assets
    17,290  
PROPERTY, PLANT AND EQUIPMENT, NET
    5,339  
PREPAID PENSION COSTS
    1,501  
OTHER ASSETS, NET
    35  
 
   
 
TOTAL
  $ 24,165  
 
   
 
LIABILITIES AND MEMBERS’ CAPITAL
       
CURRENT LIABILITIES:
       
 
Accounts payable
  $ 4,034  
 
Accrued liabilities
    2,076  
 
   
 
 
    Total current liabilities
    6,110  
REVOLVING CREDIT FACILITY
    2,674  
 
   
 
 
    Total liabilities
    8,784  
 
   
 
MEMBERS’ CAPITAL
       
 
Contributed capital
    6,258  
 
Retained earnings
    9,123  
 
   
 
 
    Total members’ capital
    15,381  
 
   
 
TOTAL
  $ 24,165  
 
   
 

See the accompanying notes to unaudited condensed financial statements.

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Composite Structures, LLC
Condensed Statements of Operations
(In thousands)
(Unaudited)

                 
    For Three Months Ended
   
    March 31,   March 31,
    2001   2000
   
 
SALES AND SERVICES REVENUE
  $ 15,400     $ 13,749  
COST OF GOODS SOLD
    12,043       11,417  
 
   
     
 
GROSS PROFIT
    3,357       2,332  
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES
    1,720       1,286  
 
   
     
 
OPERATING INCOME
    1,637       1,046  
INTEREST EXPENSE, NET
    12       127  
 
   
     
 
NET INCOME
  $ 1,625     $ 919  
 
   
     
 

See the accompanying notes to unaudited condensed financial statements.

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Composite Structures, LLC
Condensed Statements of Cash Flows
(In thousands)
(Unaudited)

                     
        For Three Months Ended
       
        March 31,   March 31,
        2001   2000
       
 
Cash Flows from Operating Activities:
               
Net Income
  $ 1,625     $ 919  
Adjustments to reconcile net income to net cash used in operating activities:
               
 
Depreciation and amortization
    310       262  
 
Amortization of deferred compensation expense
    150        
 
Pension income
    (36 )     (18 )
Changes in operating assets and liabilities, net
               
 
Receivables
    (1,900 )     438  
 
Inventories
    (506 )     397  
 
Prepaid expenses and other current assets
    (388 )     (269 )
 
Accounts payable
    455       (199 )
 
Accrued liabilities
    (2,764 )     (1,617 )
 
   
     
 
   
Net cash used in operating activities:
    (3,054 )     (87 )
 
   
     
 
Cash Flows from Investing Activities:
               
 
Purchase of property, plant and equipment
    (455 )     (128 )
 
   
     
 
   
Net cash used in investing activities:
    (455 )     (128 )
 
   
     
 
Cash Flows from Financing Activities:
               
 
Net borrowings from revolving credit facility
    2,674       400  
 
Distribution to members
          (187 )
 
   
     
 
   
Net cash provided by financing activities:
    2,674       213  
 
   
     
 
Net decrease in cash and cash equivalents
    (835 )     (2 )
Cash and cash equivalents, beginning of period
    1,086       85  
 
   
     
 
Cash and cash equivalents, end of period
  $ 251     $ 83  
 
   
     
 

See accompanying notes to unaudited condensed financial statements.

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Composite Structures, LLC

Notes to Financial Statements (Unaudited)

1. Organization and Basis of Presentation

  Composite Structures, LLC (the “Company”) designs and manufactures metal, fiberglass and carbon composite structures. Additionally, the Company produces helicopter main and tail rotor blades, and adhesive bonded assemblies, including spoilers, and fuselage structural panels for aircraft, jet engine fan containment rings, and helicopters.

  On January 8, 1997, the Company commenced operations pursuant to the purchase of certain assets and assumptions of certain liabilities of Composite Structures, a division of Aluminum Company of America (“Alcoa”), accounted for using the purchase method of accounting.

  The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. In the opinion of Company management, the unaudited financial statements contained herein include all adjustments (of a normal recurring nature) necessary to present fairly the financial position of the Company as of March 31, 2001, and the results of its operations and cash flows for the three months ended March 31, 2001 and 2000. The interim results of operations are not necessarily indicative of results for future periods.

2. Inventories

  Raw materials are stated at lower of cost or market. The Company utilizes the moving average method of determining cost (in thousands).

         
Raw materials
  $ 435  
Work in process
    7,532  
Inventory obsolescence reserve
    (334 )
 
   
 
 
  $ 7,633  
 
   
 

3. Income Taxes

  Pursuant to its limited liability company status, the income or losses of the Company are includible in the income tax returns of its members. Consequently, no provision or federal income taxes is recorded in the accompanying financial statements. However, the Company is subject to a minimum state corporation tax and franchise fees based on income, which have been provided for in the accompanying financial statements.

4. New Accounting Standards

  In June 1998, the Financial Accounting Standard Board (“FASB”) issued SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 133 requires that all derivatives be recognized as either assets or liabilities in the balance sheet at fair value. SFAS No. 133, as amended by SFAS No. 137, “Accounting for Derivative Instruments and

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  Hedging Activities — deferral of the effective date of FASB No. 133,” and SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities — an amendment of FASB Statement No. 133,” was adopted by the Company on January 1, 2001. The adoption of this Standard did not have a material impact on the financial statements.

5. Bank Borrowing

  At December 31, 2000, the Company had no outstanding bank borrowings. At March 30, 2001, Composite Structures, LLC had net bank borrowings of $2,674,000 which were used to provide short-term liquidity.

6. Members’ Capital and Party-in-Interest Activity

  The Company maintains an agreement with two of its members to provide management services. During the first quarter of 2001 and 2000, the Company’s statements of operations included management fees of $50,000 and $50,000, respectively, related to management services and performance-based awards earned by the members.

7. Subsequent Events

  On June 6, 2001, all of the units of the Company were acquired, directly and indirectly, by Ducommun Incorporated (“Ducommun”) pursuant to a Unit and Stock Purchase Agreement dated May 16, 2001. The assets acquired by Ducommun through the purchase of the units included the Company’s fixed assets, accounts receivable, inventory, and other assets.

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