UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
____________________________
FORM 8-K
____________________________
 
 CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2015
 
____________________________
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
____________________________
 
Delaware
001-08174
 
95-0693330
(State or other jurisdiction
of incorporation)
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
23301 Wilmington Avenue, Carson, California
 
90745-6209
 
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (310) 513-7200
N/A
(Former name or former address, if changed since last report.)
____________________________
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 






Item 2.02
Results of Operations and Financial Condition.
Ducommun Incorporated issued a press release on May 12, 2015 in the form attached hereto as Exhibit 99.1.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 

Exhibit No.
Exhibit Title or Description
99.1
Ducommun Incorporated press release issued on May 12, 2015.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
DUCOMMUN INCORPORATED
(Registrant)
Date: May 12, 2015
 
By:
/s/ James S. Heiser
 
 
 
James S. Heiser
 
 
 
Vice President and General Counsel






EXHIBIT 99.1
23301 Wilmington Avenue
 
Carson, CA 90745-6209
 
310.513.7200
 
www.ducommun.com
 
NEWS RELEASE

FOR IMMEDIATE RELEASE
Ducommun Reports Results for the
First Quarter Ended April 4, 2015
LOS ANGELES, California (May 12, 2015) – Ducommun Incorporated (NYSE:DCO) (“Ducommun” or the “Company”) today reported results for its first quarter ended April 4, 2015.
First Quarter 2015 Recap

First quarter revenue was $172.9 million
Net loss was $2.0 million, or $0.18 per share
EBITDA for the quarter was $10.5 million
Made voluntary principal prepayment of $10.0 million on term loan during the quarter
“We are very disappointed in our 2015 first quarter financial and operational performance and are taking swift action to resolve or mitigate the factors that impeded our execution during the quarter,” said Anthony J. Reardon, chairman and chief executive officer. “The lost revenue from the decline in our military and space business, particularly in our AeroStructures operating segment, caused us to incur higher relative indirect costs at a faster rate than we were able to offset with our cost reduction initiatives. This, coupled with production inefficiencies in certain legacy programs and one-time development costs related to new technology applications, adversely impacted our gross margin. To address these issues, we are working on specific plans to lower operating costs and improve profitability, including additional headcount reductions, where appropriate.
“We continue to see strength in certain of our end-use markets. We are experiencing solid large airframe commercial aerospace demand, up 11% year-over-year. In addition, our industrial sector revenue rose year-over-year, benefiting from ongoing business development efforts. These growth areas -- combined with steps being taken to further streamline our operations -- will lead to improved results for the remainder of 2015. Over the long term, we are committed to diversifying our customer base by investing in new technologies and processes, which will position the Company for stronger performance going forward.”

First Quarter Results
Net revenue for the first quarter of 2015 was $172.9 million compared to $179.8 million for the first quarter of 2014. The net revenue decrease year-over-year primarily reflects 22.4% lower revenue in the Company’s military and space end-use markets partially offset by 19.7% higher revenue in the Company’s commercial aerospace end-use markets and 7.8% higher revenue in the Company’s non-aerospace and defense (“non-A&D”) end-use markets.
The net loss for the first quarter of 2015 was $2.0 million, or $0.18 per share compared to net income of $5.2 million, or $0.46 per diluted share, for the first quarter of 2014. The net loss for the first quarter of 2015 was primarily due to an unfavorable product mix, lower revenues, loss of efficiencies resulting from lower manufacturing volume, higher accrued compensation and benefit costs, and higher professional service fees, partially offset by lower income tax expense and lower interest expense. The current quarter effective income tax benefit rate was 35.0% compared to an income tax rate of 33.0% for the prior year’s quarter.
Operating income for the first quarter of 2015 was $3.6 million, or 2.1% of revenue, compared to $14.8 million, or 8.2% of revenue, in the comparable period last year. The decrease in operating income in the first quarter of 2015 was primarily due to an unfavorable product mix, lower revenues, loss of efficiencies resulting from lower manufacturing volume, higher accrued compensation and benefit costs, and higher professional service fees.





Interest expense decreased to $6.7 million in the first quarter of 2015, compared to $7.1 million in the previous year’s first quarter, primarily due to lower outstanding debt balances as a result of voluntary principal prepayments on the term loan each quarter during 2014 as well as the first quarter of 2015 as the Company continued to de-lever its balance sheet.
EBITDA for the first quarter of 2015 was $10.5 million, or 6.1% of revenue, compared to $22.3 million, or 12.4% of revenue, for the comparable period in 2014.
During the first quarter of 2015, the Company generated $3.5 million of cash from operations compared to cash used in operations of $9.8 million during the first quarter of 2014.
The Company’s firm backlog as of April 4, 2015 was approximately $538 million.
Ducommun AeroStructures (“DAS”)
The Company’s DAS segment reported net revenue for the current first quarter of $72.1 million, compared to $81.7 million for the first quarter of 2014. The lower net revenue was primarily due to a 43.0% decrease in military and space revenue, partially offset by a 10.8% increase in commercial aerospace revenue.

DAS segment operating income for the current first quarter was $2.1 million, or 3.0% of revenue, compared to operating income of $11.1 million, or 13.6% of revenue, for the first quarter of 2014. The lower operating income was primarily due to an unfavorable product mix, lower revenues, and loss of efficiencies resulting from lower manufacturing volume. EBITDA was $4.7 million for the current quarter, or 6.5% of revenue, compared to $13.5 million, or 16.5% of revenue, for the comparable quarter in the prior year.
Ducommun LaBarge Technologies (“DLT”)
The Company’s DLT segment reported net revenue for the current first quarter of $100.9 million, compared to $98.1 million for first quarter 2014. The higher net revenue reflected a 66.9% increase in commercial aerospace electronics revenue and a 7.8% increase in non-A&D revenue, partially offset by a 10.0% decrease in military and space revenue.

DLT’s operating income for the current first quarter was $6.3 million, or 6.2% of revenue, compared to $7.0 million, or 7.2% of revenue, for the first quarter of 2014, primarily due to an unfavorable product mix that was partially offset by higher revenues. EBITDA was $10.6 million for the current quarter, or 10.6% of revenue, compared to $12.1 million, or 12.3% of revenue, in the comparable quarter of the prior year.
Corporate General and Administrative Expenses (“CG&A”)
CG&A expenses for the first quarter of 2015 were $4.8 million, or 2.8% of total Company revenue, an increase from $3.3 million, or 1.8% of total Company revenue in the prior-year period. CG&A expenses increased primarily due to higher accrued compensation and benefit costs and higher professional service fees.






Conference Call
A teleconference hosted by Anthony J. Reardon, the Company’s chairman and chief executive officer, and Joseph P. Bellino, the Company’s vice president, chief financial officer and treasurer, will be held today, May 12, 2015 at 2:00 p.m. PT (5:00 p.m. ET) to review these financial results. To participate in the teleconference, please call 866-700-6293 (international 617-213-8835) approximately ten minutes prior to the conference time. The participant passcode is 98130727. Mr. Reardon and Mr. Bellino will be speaking on behalf of the Company and anticipate the meeting and Q&A period to last approximately 45 minutes.
This call is being webcast by Thomson Reuters and can be accessed directly at the Ducommun website at www.ducommun.com. Conference call replay will be available after that time at the same link or by dialing 888-286-8010, passcode 85960209.

About Ducommun Incorporated
Founded in 1849, Ducommun Incorporated provides engineering and manufacturing services to the aerospace, defense, and other industries through a wide spectrum of electronic and structural applications. The company is an established supplier of critical components and assemblies for commercial aircraft and military and space vehicles as well as for the energy market, medical field, and industrial automation. It operates through two primary business units – Ducommun AeroStructures (“DAS”) and Ducommun LaBarge Technologies (“DLT”). Additional information can be found at www.ducommun.com.
Statements contained in this press release regarding other than recitation of historical facts are forward-looking statements. These statements are identified by words such as “may,” “will,” “ begin,” “ look forward,” “expect,” “believe,” “intend,” “anticipate,” “should,” “potential,” “estimate,” “continue,” “momentum” and other words referring to events to occur in the future. These statements reflect the Company’s current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, including, but not limited to, the state of the world financial, credit, commodities and stock markets, and uncertainties regarding the Company, its businesses and the industries in which it operates, which are described in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

CONTACTS:
Joseph P. Bellino, Vice President, Chief Financial Officer and Treasurer, 310.513.7211
Chris Witty, Investor Relations, 646.438.9385, cwitty@darrowir.com
[Financial Tables Follow]






DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
 
 
 
April 4,
2015
 
December 31,
2014
Assets
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
32,705

 
$
45,627

Accounts receivable, net
 
90,912

 
91,060

Inventories
 
141,443

 
142,842

Production cost of contracts
 
11,115

 
11,727

Deferred income taxes
 
13,783

 
13,783

Other current assets
 
19,485

 
23,702

Total Current Assets
 
309,443

 
328,741

Property and Equipment, Net
 
99,998

 
99,068

Goodwill
 
157,569

 
157,569

Intangibles, Net
 
152,596

 
155,104

Other Assets
 
6,321

 
7,117

Total Assets
 
$
725,927

 
$
747,599

Liabilities and Shareholders’ Equity
 
 
 
 
Current Liabilities
 
 
 
 
Current portion of long-term debt
 
$
27

 
$
26

Accounts payable
 
58,577

 
58,979

Accrued liabilities
 
41,659

 
52,066

Total Current Liabilities
 
100,263

 
111,071

Long-Term Debt, Less Current Portion
 
280,019

 
290,026

Deferred Income Taxes
 
70,199

 
69,448

Other Long-Term Liabilities
 
19,938

 
20,484

Total Liabilities
 
470,419

 
491,029

Commitments and Contingencies
 
 
 
 
Shareholders’ Equity
 
 
 
 
Common stock
 
110

 
110

Additional paid-in capital
 
72,992

 
72,206

Retained earnings
 
188,932

 
190,905

Accumulated other comprehensive loss
 
(6,526
)
 
(6,651
)
Total Shareholders’ Equity
 
255,508

 
256,570

Total Liabilities and Shareholders’ Equity
 
$
725,927

 
$
747,599






DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)
 
 
 
Three Months Ended
 
 
April 4,
2015
 
March 29,
2014
 
 
 
 
As Restated
Net Revenues
 
$
172,920

 
$
179,753

Cost of Sales
 
146,159

 
143,838

Gross Profit
 
26,761

 
35,915

Selling, General and Administrative Expenses
 
23,134

 
21,087

Operating Income
 
3,627

 
14,828

Interest Expense
 
(6,661
)
 
(7,125
)
(Loss) Income Before Taxes
 
(3,034
)
 
7,703

Income Tax (Benefit) Expense
 
(1,061
)
 
2,544

Net (Loss) Income
 
$
(1,973
)
 
$
5,159

(Loss) Earnings Per Share
 
 
 
 
Basic (loss) earnings per share
 
$
(0.18
)
 
$
0.48

Diluted (loss) earnings per share
 
$
(0.18
)
 
$
0.46

Weighted-Average Number of Common Shares Outstanding
 
 
 
 
Basic
 
10,964

 
10,844

Diluted
 
10,964

 
11,107

 
 
 
 
 
Gross Profit %
 
15.5
 %
 
20.0
%
SG&A %
 
13.4
 %
 
11.7
%
Operating Income %
 
2.1
 %
 
8.2
%
Net (Loss) Income %
 
(1.1
)%
 
2.9
%
Effective Tax (Benefit) Rate
 
(35.0
)%
 
33.0
%





DUCOMMUN INCORPORATED AND SUBSIDIARIES
BUSINESS SEGMENT PERFORMANCE
(Unaudited)
(In thousands)
 
 
 
Three Months Ended
 
 
%
Change
 
April 4,
2015
 
March 29, 2014
 
%
of Net  Revenues
2015
 
%
of Net  Revenues
2014
 
 
 
 
 
 
As Restated
 
 
 
As Restated
Net Revenues
 
 
 
 
 
 
 
 
 
 
DAS
 
(11.8
)%
 
$
72,058

 
$
81,654

 
41.7
 %
 
45.4
 %
DLT
 
2.8
 %
 
100,862

 
98,099

 
58.3
 %
 
54.6
 %
Total Net Revenues
 
(3.8
)%
 
$
172,920

 
$
179,753

 
100.0
 %
 
100.0
 %
Segment Operating Income
 
 
 
 
 
 
 
 
 
 
DAS
 
 
 
$
2,138

 
$
11,092

 
3.0
 %
 
13.6
 %
DLT
 
 
 
6,285

 
7,044

 
6.2
 %
 
7.2
 %
 
 
 
 
8,423

 
18,136

 
 
 
 
Corporate General and Administrative Expenses (1) 
 
 
 
(4,796
)
 
(3,308
)
 
(2.8
)%
 
(1.8
)%
Total Operating Income
 
 
 
$
3,627

 
$
14,828

 
2.1
 %
 
8.2
 %
EBITDA 
 
 
 
 
 
 
 
 
 
 
DAS
 
 
 
 
 
 
 
 
 
 
Operating Income
 
 
 
$
2,138

 
$
11,092

 
 
 
 
Depreciation and Amortization
 
 
 
2,513

 
2,416

 
 
 
 
 
 
 
 
4,651

 
13,508

 
6.5
 %
 
16.5
 %
DLT
 
 
 
 
 
 
 
 
 
 
Operating Income
 
 
 
6,285

 
7,044

 
 
 
 
Depreciation and Amortization
 
 
 
4,359

 
5,008

 
 
 
 
 
 
 
 
10,644

 
12,052

 
10.6
 %
 
12.3
 %
Corporate General and Administrative Expenses
 
 
 
 
 
 
 
 
 
 
Operating loss
 
 
 
(4,796
)
 
(3,308
)
 
 
 
 
Depreciation and Amortization
 
 
 
42

 
2

 
 
 
 
 
 
 
 
(4,754
)
 
(3,306
)
 
 
 
 
EBITDA
 
 
 
$
10,541

 
$
22,254

 
6.1
 %
 
12.4
 %
Capital Expenditures
 
 
 
 
 
 
 
 
 
 
DAS
 
 
 
$
3,334

 
$
1,285

 
 
 
 
DLT
 
 
 
1,490

 
897

 
 
 
 
Corporate Administration
 
 
 
4

 
10

 
 
 
 
Total Capital Expenditures
 
 
 
$
4,828

 
$
2,192

 
 
 
 

(1)
Includes costs not allocated to either the DLT or DAS operating segments.



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