DUCOMMUN INC /DE/
10-Q, 1997-10-20
AIRCRAFT PARTS & AUXILIARY EQUIPMENT, NEC
Previous: OMNICOM GROUP INC, DEFS14A, 1997-10-20
Next: DYNAMICS CORP OF AMERICA, SC 13D/A, 1997-10-20



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q



            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

                For the quarterly period ended September 27, 1997

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from _____________ to _____________

                          Commission File Number 1-8174

                              DUCOMMUN INCORPORATED
       ------------------------------------------------------------------
             (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.


23301 South Wilmington Avenue, Carson, California             90745
- -------------------------------------------------------------------------------
    (Address of principal executive offices)                (Zip Code)

                                 (310) 513-7200
      ---------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                       N/A
      ---------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                         Yes  X                   No
                             ---                     ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of September 27, 1997, there
were outstanding 7,401,323 shares of common stock.


<PAGE>   2

                              DUCOMMUN INCORPORATED

                                    FORM 10-Q

                                      INDEX


                                                                          Page
                                                                          ----
Part I. Financial Information


   Item 1.  Financial Statements

            Consolidated Balance Sheets at September 27, 1997 and
            December 31, 1996                                               3

            Consolidated Statements of Income for Three Months
            Ended September 27, 1997 and September 28, 1996                 4

            Consolidated Statements of Income for Nine Months
            Ended September 27, 1997 and September 28, 1996                 5

            Consolidated Statements of Cash Flows for Nine
            Months Ended September 27, 1997 and September 28, 1996          6

            Notes to Consolidated Financial Statements                    7 - 11

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                          12 - 16

   Item 3.  Quantitative and Qualitative Disclosure About Market Risk      17

Part II. Other Information

   Item 6.  Exhibits and Reports on Form 8-K                               18

   Signatures                                                              19


                                      -2-

<PAGE>   3

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      (In thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                         September 27,    December 31,
                                                                             1997             1996
                                                                         -------------    ------------
<S>                                                                       <C>              <C>
ASSETS
Current Assets:
    Cash and cash equivalents                                             $    320         $    571
    Accounts receivable (less allowance for doubtful
        accounts of $178 and $206)                                          19,866           14,722
    Inventories                                                             25,956           22,595
    Deferred income taxes                                                    4,057            4,597
    Other current assets                                                     1,730            1,850
                                                                          --------         --------
           Total Current Assets                                             51,929           44,335
Property and Equipment, Net                                                 29,698           27,051
Deferred Income Taxes                                                        2,228            5,594
Excess of Cost Over Net Assets Acquired (Net of Accumulated
        Amortization of $4,511 and $3,548)                                  17,229           18,326
Other Assets                                                                   692              508
                                                                          --------         --------
                                                                          $101,776         $ 95,814
                                                                          ========         ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Current portion of long-term debt (Note 5)                            $  1,018         $  1,117
    Accounts payable                                                         9,501            8,343
    Accrued liabilities                                                     16,621           17,589
                                                                          --------         --------
           Total Current Liabilities                                        27,140           27,049
Long-Term Debt (Note 5)                                                      5,150            9,173
Other Long-Term Liabilities                                                    356              404
                                                                          --------         --------
           Total Liabilities                                                32,646           36,626
                                                                          --------         --------
Commitments and Contingencies (Note 6)
Shareholders' Equity:
    Common stock -- $.01 par value; authorized 12,500,000 shares;
        issued and outstanding 7,401,323 shares in 1997 and
        7,301,428 shares in 1996                                                74               73
    Additional paid-in capital                                              59,196           59,280
    Retained earnings (accumulated deficit)                                  9,860             (165)
                                                                          --------         --------
           Total Shareholders' Equity                                       69,130           59,188
                                                                          --------         --------
                                                                          $101,776         $ 95,814
                                                                          ========         ========
</TABLE>

See accompanying notes to consolidated financial statements.


                                      -3-

<PAGE>   4

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                            For Three Months Ended
                                                        -------------------------------   
                                                        September 27,     September 28,
                                                            1997              1996
                                                        -------------     -------------
<S>                                                       <C>               <C>
Net Sales                                                 $ 40,482          $ 29,778
                                                          --------          --------
Operating Costs and Expenses:

     Cost of goods sold                                     27,721            20,245
     Selling, general and administrative expenses            6,223             5,483
                                                          --------          --------

        Total Operating Costs and Expenses                  33,944            25,728
                                                          --------          --------


Operating Income                                             6,538             4,050
Interest Expense                                              (137)             (235)
                                                          --------          --------

Income Before Taxes                                          6,401             3,815
Income Tax Expense                                          (2,686)           (1,068)
                                                          --------          --------
Net Income                                                $  3,715          $  2,747
                                                          ========          ========

Earnings Per Share:
        Primary                                           $    .47          $    .35
        Fully Diluted                                          .47               .35

Weighted Average Number of Common and
     Common Equivalent Shares Outstanding
     for Computation of Earnings Per Share:
        Primary                                              7,891             7,823
        Fully Diluted                                        7,906             7,845
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -4-

<PAGE>   5

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                              For Nine Months Ended
                                                         --------------------------------
                                                         September 27,      September 28,
                                                             1997               1996
                                                         -------------      -------------
<S>                                                       <C>                <C>
Net Sales                                                 $ 115,171          $  82,439
                                                          ---------          ---------
Operating Costs and Expenses:

     Cost of goods sold                                      77,552             55,283
     Selling, general and administrative expenses            19,804             17,526
                                                          ---------          ---------

        Total Operating Costs and Expenses                   97,356             72,809
                                                          ---------          ---------

Operating Income                                             17,815              9,630
Interest Expense                                               (532)              (932)
                                                          ---------          ---------

Income Before Taxes                                          17,283              8,698
Income Tax Expense                                           (7,258)            (2,435)
                                                          ---------          ---------

Net Income                                                $  10,025          $   6,263
                                                          =========          =========

Earnings Per Share:
        Primary                                           $    1.27          $     .92
        Fully Diluted                                          1.26                .83

Weighted Average Number of Common and
     Common Equivalent Shares Outstanding
     for Computation of Earnings Per Share:
        Primary                                               7,911              6,837
        Fully Diluted                                         7,931              7,858
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -5-

<PAGE>   6

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                           For Nine Months Ended
                                                                      -------------------------------
                                                                      September 27,     September 28,
                                                                          1997              1996
                                                                      -------------     -------------
<S>                                                                     <C>               <C>
Cash Flows from Operating Activities:
Net Income                                                              $ 10,025          $  6,263
Adjustments to Reconcile Net Income to Net
     Cash Provided by Operating Activities:
        Depreciation and amortization                                      3,993             3,318
        Deferred income tax provision                                      3,906             1,429
Changes in Assets and Liabilities, Net
        Accounts receivable                                               (5,144)            1,085
        Inventories                                                       (3,361)           (2,938)
        Other assets                                                          94              (274)
        Accounts payable                                                   1,158             1,917
        Accrued and other liabilities                                     (1,016)            1,148
                                                                        --------          --------
            Net Cash Provided by Operating Activities                      9,655            11,948
                                                                        --------          --------


Cash Flows from Investing Activities:
Purchase of Property and Equipment                                        (5,701)           (4,390)
Acquisition of MechTronics                                                    --            (8,000)
                                                                        --------          --------
            Net Cash Used in Investing Activities                         (5,701)          (12,390)
                                                                        --------          --------

Cash Flows from Financing Activities:
Net Borrowings (Repayments) of Long-Term Debt                             (4,122)              736
Cash Premium for Conversion of Convertible Subordinated
      Debentures                                                              --              (609)
Other                                                                        (83)              (17)
                                                                        --------          --------
            Net Cash (Used in) Provided by Financing Activities           (4,205)              110
                                                                        --------          --------

Net Decrease in Cash and Cash Equivalents                                   (251)             (332)
Cash and Cash Equivalents at Beginning of Period                             571               371
                                                                        --------          --------
Cash and Cash Equivalents at End of Period                              $    320          $     39
                                                                        ========          ========

Supplemental Disclosures of Cash Flows Information:

Interest Expense Paid                                                   $    601          $  1,272
Income Taxes Paid                                                       $  3,721          $  1,327

Supplementary Information for Non-Cash Financing Activities:

During the first nine months of 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 
</TABLE>


See accompanying notes to consolidated financial statements.


                                      -6-

<PAGE>   7

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
                              NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS



Note 1.  The consolidated balance sheets, consolidated statements of income and
         consolidated statements of cash flows are unaudited as of and for the
         three months and nine months ended September 27, 1997 and September 28,
         1996. The financial information included in the quarterly report should
         be read in conjunction with the Company's consolidated financial
         statements and the related notes thereto included in its annual report
         to shareholders for the year ended December 31, 1996.

Note 2.  Certain amounts and disclosures included in the consolidated financial
         statements required management to make estimates which could differ
         from actual results.

Note 3.  Earnings per common share computations are based on the weighted
         average number of common and common equivalent shares outstanding in
         each period. Common equivalent shares represent the number of shares
         which would be issued assuming the exercise of dilutive stock options,
         reduced by the number of shares which would be purchased with the
         proceeds from the exercise of such options.


                                      -7-


<PAGE>   8

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
         COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES
                    (In thousands, except per share amounts)
 <TABLE>
 <CAPTION>
                                                  For Three Months Ended
                                               ----------------------------
                                               September 27,   September 28,
                                                   1997            1996
                                               -------------   -------------
 <S>                                           <C>             <C>
 Net Income for Computation of
     Primary Earnings Per Share                   $3,715         $2,747
 Net Income for Computation of
     Fully Diluted Earnings Per Share              3,715          2,747

 Applicable Shares:
    Weighted Average Common Shares
       Outstanding for Computation of
       Primary Earnings Per Share                  7,353          7,295
    Weighted Average Common Equivalent
       Shares Arising From Stock options:
           Primary                                   538            528
           Fully diluted                             553            550

 Weighted Average Common and Common
     Equivalent Shares Outstanding for
     Computation of Fully Diluted
     Earnings Per Share                            7,906          7,845

 Earnings Per Share:
     Primary                                      $  .47         $  .35
     Fully diluted                                   .47            .35
 </TABLE>


                                      -8-

<PAGE>   9

                     DUCOMMUN INCORPORATED AND SUBSIDIARIES
         COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARES
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                       For Nine Months Ended
                                                                  ------------------------------
                                                                  September 27,    September 28,
                                                                      1997             1996
                                                                  -------------    -------------
             <S>                                                     <C>             <C>
             Income for Computation of Primary
                 Earnings Per Share                                  $10,025         $ 6,263
             Interest, Net of Income Taxes,
                 Relating to 7.75% Convertible
                 Subordinated Debentures                                  --             222
             Net Income for Computation of
                 Primary Earnings Per Share                           10,025           6,263
             Net Income for Computation of
                 Fully Diluted Earnings Per Share                     10,025           6,485

             Applicable Shares:
                Weighted Average Common Shares
                   Outstanding for Computation of
                   Primary Earnings Per Share                          7,327           6,350
                Weighted Average Common Equivalent
                   Shares Arising From:
                   7.75% convertible subordinated debentures              --             958
                   Stock options:
                       Primary                                           584             487
                       Fully diluted                                     604             550

             Weighted Average Common and Common
                 Equivalent Shares Outstanding for
                 Computation of Fully Diluted
                 Earnings Per Share                                    7,931           7,858

             Earnings Per Share:
                 Primary                                             $  1.27         $   .92
                 Fully diluted                                          1.26             .83
</TABLE>


         In February 1997, the Financial Accounting Standards Board issued
         Statement of Financial Accounting Standards No. 128, "Earnings Per
         Share" ("SFAS 128"). SFAS 128 establishes new standards for computing
         and presenting earnings per share ("EPS"), and supersedes APB Opinion
         No. 15, "Earnings Per Share." SFAS 128 replaces the presentation of
         primary EPS with a presentation of basic EPS. It also requires dual
         presentation of basic and diluted EPS on the face of the income
         statement for all entities with complex capital structures, and
         requires a reconciliation of the numerator and denominator of the basic
         EPS computation to the numerator and denominator of the diluted EPS
         computation. SFAS 128 becomes effective for the Company for the year
         ending December 31, 1997. Pro forma EPS for the third quarter of 1997
         and 1996, and the first nine months of 1997 and 1996, assuming the
         application of SFAS 128 are as follows:


                                      -9-

<PAGE>   10

<TABLE>
<CAPTION>

                                             For Three Months Ended
                                           ----------------------------
                                           September 27,  September 28,
                                                1997          1996
                                           -------------  -------------
         <S>                                     <C>           <C>
         Basic earnings per share               $.51          $.38
         Diluted earnings per share              .47           .35
</TABLE>



<TABLE>
<CAPTION>
                                                For Nine Months Ended
                                            ----------------------------
                                            September 27,  September 28,
                                                1997          1996
                                            -------------  -------------
         <S>                                <C>            <C>
         Basic earnings per share              $1.37          $.99
         Diluted earnings per share             1.27           .83
</TABLE>




Note 4.  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. The Company may be required to make additional
         payments through 1999, based on the future financial performance of
         MechTronics. MechTronics is a leading manufacturer of mechanical and
         electromechanical enclosure products for the defense electronics,
         commercial aviation and communications markets. The acquisition of
         MechTronics was accounted for under the purchase method of accounting.
         The consolidated statements of income include the operating results for
         MechTronics since the date of the acquisition.

Note 5.  Long-term debt is summarized as follows:

<TABLE>
<CAPTION>

                                                     (In thousands)
                                              ----------------------------
                                              September 27,   December 31,
                                                   1997           1996
                                              -------------   ------------
<S>                                              <C>             <C>
Bank credit agreement                            $    --         $ 4,000
Term and real estate loans                         5,390           5,294
Promissory notes related to acquisitions             778             996
                                                 -------         -------

  Total debt                                       6,168          10,290
Less current portion                               1,018           1,117
                                                 -------         -------

   Total long-term debt                          $ 5,150         $ 9,173
                                                 =======         =======
</TABLE>


                                      -10-

<PAGE>   11

           The Company's bank credit agreement provides for a $40,000,000
           unsecured revolving credit line with an expiration date of July 1,
           1999. Interest is payable monthly on the outstanding borrowings based
           on the bank's prime rate (8.50% at September 27, 1997) 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 September 27, 1997). At September 27, 1997, the
           Company had $39,658,000 of unused lines of credit, after deducting
           $342,000 for an outstanding standby letter of credit which supports
           the estimated post-closure maintenance cost of a former surface
           impoundment. The credit agreement includes fixed charge coverage and
           maximum leverage ratios, and limitations on future dividend payments
           and outside indebtedness.

           The carrying amount of long-term debt approximates fair value based
           on the terms of the related debt and estimates using interest rates
           currently available to the Company for debt with similar terms and
           remaining maturities.

Note 6. Contingencies

           Ducommun's subsidiary, Aerochem, Inc. ("Aerochem"), is a major
           supplier of chemical milling services for the aerospace industry.
           Aerochem has been directed by California environmental agencies to
           investigate and take corrective action for groundwater contamination
           at its El Mirage, California facility (the "Site"). Aerochem expects
           to spend approximately $1 million for future investigation and
           corrective action at the Site, and the Company has established a
           provision for such costs. However, the Company's ultimate liability
           in connection with the Site will depend upon a number of factors,
           including changes in existing laws and regulations, and the design
           and cost of the construction, operation and maintenance of the
           correction action.

           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.


                                      -11-

<PAGE>   12

Item 2. Management's Discussion and Analysis of Financial Condition and 
        Results of Operations

FINANCIAL STATEMENT PRESENTATION

The interim financial statements reflect all adjustments, consisting only of
normal recurring adjustments, which are, in the opinion of the Company,
necessary for a fair presentation of the results for the interim periods
presented.

RESULTS OF OPERATIONS

Third Quarter of 1997 Compared to Third Quarter of 1996
- -------------------------------------------------------

Net sales increased 36% to $40,482,000 in the third quarter of 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.

The Company had substantial sales to Boeing, Lockheed Martin and Northrop
Grumman. During the third quarter of 1997 and 1996, sales to Boeing were
approximately $13,653,000 and $6,470,000, respectively; sales to Lockheed Martin
were approximately $4,643,000 and $3,164,000, respectively; and sales to
Northrop Grumman were approximately $1,969,000 and $1,873,000, respectively. The
sales relating to Lockheed Martin, Boeing and Northrop Grumman are diversified
over a number of different commercial, military and space programs.

Gross profit, as a percentage of sales, was 31.5% for the third quarter of 1997
compared to 32.0% in 1996. This decrease was primarily the result of changes in
sales mix and higher production costs. The decrease was partially offset by
economies of scale resulting from sales increases.

Selling, general and administrative expenses, as a percentage of sales, were
15.4% for the third quarter of 1997 compared to 18.4% in 1996. The decrease in
these expenses as a percentage of sales was primarily the result of higher sales
volume partially offset by an increase in related period costs.


                                      -12-

<PAGE>   13

Interest expense decreased to $137,000 in the third quarter of 1997 compared to
$235,000 for 1996. The decrease in interest expense was primarily due to lower
debt levels.

Income tax expense increased to $2,686,000 in the third quarter of 1997 compared
to $1,068,000 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
continues to use its federal net operating loss carryforwards to offset taxable
income. Cash paid for income taxes was $1,211,000 in the third quarter of 1997,
compared to $360,000 in 1996.

Net income for the third quarter of 1997 was $3,715,000, or $0.47 per share,
compared to $2,747,000, or $0.35 per share, in 1996.

Nine Months of 1997 Compared to Nine Months of 1996
- ---------------------------------------------------

Net sales increased 40% to $115,171,000 in the first nine months of 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 $15,363,000 in the first nine months of 1997 compared to
$4,783,000 in the first nine months of 1996 from the MechTronics acquisition
completed in June 1996.

The Company had substantial sales to Boeing, Lockheed Martin and Northrop
Grumman. During the first nine months of 1997 and 1996, sales to Boeing were
approximately $30,072,000 and $19,664,000, respectively; sales to Lockheed
Martin were approximately $13,201,000 and $7,964,000, respectively; and sales to
Northrop Grumman were approximately $5,318,000 and $6,241,000, respectively. The
sales relating to Lockheed Martin, Boeing and Northrop Grumman are diversified
over a number of different commercial, military and space programs.

At September 27, 1997, backlog believed to be firm was approximately
$166,100,000 compared to $129,800,000 at September 28, 1996 and $134,500,000 at
December 31, 1996. Approximately $39,000,000 of the total backlog is expected to
be delivered during the fourth quarter of 1997.

Gross profit, as a percentage of sales, was 32.7% for the first nine months of
1997 compared to 32.9% in 1996. This decrease was primarily the result of
changes in sales mix and higher production costs. The decrease was partially
offset by economies of scale resulting from sales increases.

Selling, general and administrative expenses, as a percentage of sales, were
17.2% for the first nine months of 1997 compared 21.3% in 1996. The decrease in
these expenses as a percentage of sales was primarily the result of higher sales
volume partially offset by an increase in related period costs.


                                      -13-

<PAGE>   14

Interest expense decreased to $532,000 in the first nine months of 1997 compared
to $932,000 for 1996. The decrease in interest expense was primarily due to the
conversion of $24,263,000 of convertible subordinated debentures during the
first half of 1996 and lower debt levels.

Income tax expense increased to $7,258,000 in the first nine months of 1997
compared to $2,435,000 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 continues to use its federal net operating loss carryforwards to
offset taxable income. Cash paid for income taxes was $3,721,000 in the first
nine months of 1997, compared to $1,327,000 in 1996.

Net income for the nine months of 1997 was $10,025,000, or $1.26 per share,
compared to $6,263,000, or $0.83 per share, in 1996.

FINANCIAL CONDITION

Liquidity and Capital Resources
- -------------------------------

Cash flow from operating activities for the first nine months ended September
27, 1997 was $9,655,000. 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 1997.

The Company's bank credit agreement provides for a $40,000,000 unsecured
revolving credit line with an expiration date of July 1, 1999. At September 27,
1997, the Company had $39,658,000 of unused lines of credit available.
See Note 5 to the Notes to Consolidated Financial Statements.

The Company spent $5,701,000 on capital expenditures during the first nine
months of 1997 and expects to spend approximately $8,000,000 for capital
expenditures in 1997. The Company plans to make substantial capital expenditures
in 1997 primarily for plant, machinery and equipment to support long-term
aerospace structure contracts for both commercial and military aircraft. 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 offload requirements from its customers.

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").


                                      -14-

<PAGE>   15

Aerochem expects to spend approximately $1 million for future investigation and
corrective action at the Site, and the Company has established a provision for
such costs. However, the Company's ultimate liability in connection with the
Site will depend upon a number of factors, including changes in existing laws
and regulations, and the design and cost of the construction, operation and
maintenance of the correction action.

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.

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS
128 establishes new standards for computing and presenting earnings per share
("EPS"), and supersedes APB Opinion No. 15, "Earnings Per Share." SFAS 128
replaces the presentation of primary EPS with a presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures, and requires
a reconciliation of the numerator and denominator of the basic EPS computation
to the numerator and denominator of the diluted EPS computation. SFAS 128
becomes effective for the Company for the year ending December 31, 1997. Pro
forma EPS for the third quarter of 1997 and 1996, and the first nine months
months of 1997 and 1996, assuming the application of SFAS 128 are as follows:

<TABLE>
<CAPTION>
                                                For Three Months Ended
                                           --------------------------------
                                            September 27,      September 28,
                                                1997               1996
                                            -------------      -------------
<S>                                             <C>                <C>
Basic earnings per share                        $.51               $.38
Diluted earnings per share                       .47                .35
</TABLE>


                                      -15-

<PAGE>   16

<TABLE>
<CAPTION>

                                                 For Nine Months Ended
                                            --------------------------------
                                            September 27,      September 28,
                                                 1997              1996
                                            -------------      -------------
<S>                                         <C>                   <C>
Basic earnings per share                        $1.37              $.99
Diluted earnings per share                       1.27               .83
</TABLE>

Any forward looking statements made in this Form 10-Q 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,
and other factors beyond the Company's control.


                                      -16-

<PAGE>   17

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Inapplicable.


                                      -17-

<PAGE>   18

                           PART II - OTHER INFORMATION


Item 6. Exhibits and Reports on Form 8-K.

        (a) The following exhibits are filed with this report

                27  Financial Data Schedule

        (b) No reports on Form 8-K were filed during the quarter for which this
            report is filed.


                                      -18-

<PAGE>   19

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                            DUCOMMUN INCORPORATED
                                            (Registrant)



                                            By:  /s/ James S. Heiser
                                                --------------------------------
                                                James S. Heiser
                                                Vice President, Chief Financial 
                                                Officer and General Counsel
                                                (Duly Authorized Officer of the
                                                Registrant)


                                            By: /s/ Samuel D. Williams
                                                -------------------------------
                                                Samuel D. Williams
                                                Vice President and Controller
                                                (Chief Accounting Officer of the
                                                Registrant)


Date: October 20, 1997


                                      -19-



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-27-1997
<CASH>                                             320
<SECURITIES>                                         0
<RECEIVABLES>                                   20,044
<ALLOWANCES>                                       178
<INVENTORY>                                     25,956
<CURRENT-ASSETS>                                51,929
<PP&E>                                          61,527
<DEPRECIATION>                                  31,829
<TOTAL-ASSETS>                                 101,776
<CURRENT-LIABILITIES>                           27,140
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            74
<OTHER-SE>                                      69,056
<TOTAL-LIABILITY-AND-EQUITY>                   101,776
<SALES>                                        115,171
<TOTAL-REVENUES>                               115,171
<CGS>                                           77,552
<TOTAL-COSTS>                                   77,552
<OTHER-EXPENSES>                                19,804
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 532
<INCOME-PRETAX>                                 17,283
<INCOME-TAX>                                     7,258
<INCOME-CONTINUING>                             10,025
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,025
<EPS-PRIMARY>                                     1.27
<EPS-DILUTED>                                     1.26
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission