<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 1-8174
DUCOMMUN INCORPORATED
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(Exact name of registrant as specified in its charter)
Delaware 95-0693330
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
111 West Ocean Boulevard, Suite 900, Long Beach, California 90802
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(Address of principal executive offices) (Zip Code)
(562) 624-0800
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. As of July 1, 2000, there were
outstanding 9,679,198 shares of common stock.
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DUCOMMUN INCORPORATED
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at July 1, 2000 and
December 31, 1999 3
Consolidated Statements of Income for Three Months
Ended July 1, 2000 and July 3, 1999 4
Consolidated Statements of Income for Six Months
Ended July 1, 2000 and July 3, 1999 5
Consolidated Statements of Cash Flows for Six
Months Ended July 1, 2000 and July 3, 1999 6
Notes to Consolidated Financial Statements 7 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 14
Item 3. Quantitative and Qualitative Disclosure About Market Risk 15
Part II. Other Information
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
July 1, December 31,
2000 1999
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<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 116 $ 138
Accounts receivable (less allowance for doubtful
accounts of $474 and $153) 22,820 20,022
Inventories 30,482 26,347
Deferred income taxes 2,243 2,698
Prepaid income taxes 676 1,864
Other current assets 3,364 3,335
--------- ---------
Total Current Assets 59,701 54,404
Property and Equipment, Net 46,075 44,689
Excess of Cost Over Net Assets Acquired (Net of
Accumulated Amortization of $8,942 and $7,504) 40,457 41,895
Other Assets 814 814
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$ 147,047 $ 141,802
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt (Note 4) $ 1,390 $ 1,496
Accounts payable 9,334 8,135
Accrued liabilities 15,375 14,911
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Total Current Liabilities 26,099 24,542
Long-Term Debt, Less Current Portion (Note 4) 23,846 26,344
Deferred Income Taxes 2,174 2,174
Other Long-Term Liabilities 903 900
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Total Liabilities 53,022 53,960
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Commitments and Contingencies (Note 6)
Shareholders' Equity:
Common stock -- $.01 par value; authorized
35,000,000 shares; issued 9,698,598 shares
in 2000 and 10,423,810 shares in 1999 97 104
Additional paid-in capital 36,643 45,597
Retained earnings 57,459 51,269
Less common stock held in treasury -- 19,400 shares
in 2000 and 855,300 shares in 1999 (174) (9,128)
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Total Shareholders' Equity 94,025 87,842
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$ 147,047 $ 141,802
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
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DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For Three Months Ended
-------------------------
July 1, July 3,
2000 1999
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<S> <C> <C>
Net Sales $ 42,439 $ 36,470
Operating Costs and Expenses:
Cost of goods sold 30,199 24,878
Selling, general and administrative expenses 5,783 5,347
Goodwill amortization expense 719 469
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Total Operating Costs and Expenses 36,701 30,694
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Operating Income 5,738 5,776
Interest Expense (479) (129)
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Income Before Taxes 5,259 5,647
Income Tax Expense (1,999) (2,258)
-------- --------
Net Income $ 3,260 $ 3,389
======== ========
Earnings Per Share:
Basic earnings per share $ .34 $ .33
Diluted earnings per share .33 .32
Weighted Average Number of Common Shares Outstanding:
Basic earnings per share 9,655 10,374
Diluted earnings per share 9,760 10,697
</TABLE>
See accompanying notes to consolidated financial statements.
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DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For Six Months Ended
-------------------------
July 1, July 3,
2000 1999
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<S> <C> <C>
Net Sales $ 82,293 $ 71,007
Operating Costs and Expenses:
Cost of goods sold 57,882 48,652
Selling, general and administrative expenses 12,008 10,375
Goodwill amortization expense 1,439 836
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Total Operating Costs and Expenses 71,329 59,863
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Operating Income 10,964 11,144
Interest Expense (979) (154)
-------- --------
Income Before Taxes 9,985 10,990
Income Tax Expense (3,795) (4,396)
-------- --------
Net Income $ 6,190 $ 6,594
======== ========
Earnings Per Share:
Basic earnings per share $ .64 $ .63
Diluted earnings per share .64 .61
Weighted Average Number of Common Shares Outstanding:
Basic earnings per share 9,632 10,392
Diluted earnings per share 9,728 10,727
</TABLE>
See accompanying notes to consolidated financial statements.
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DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
For Six Months Ended
------------------------
July 1, July 3,
2000 1999
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<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 6,190 $ 6,594
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 4,450 3,495
Deferred income tax provision 455 165
Changes in Assets and Liabilities, Net
Accounts receivable (2,798) 2,829
Inventories (4,135) (1,729)
Prepaid income taxes 1,188 60
Other assets (29) (954)
Accounts payable 1,199 (139)
Accrued and other liabilities 467 (2,656)
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Net Cash Provided by Operating Activities 6,987 7,665
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Cash Flows from Investing Activities:
Purchase of Property and Equipment (4,398) (3,600)
Acquisition -- (10,096)
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Net Cash Used in Investing Activities (4,398) (13,696)
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Cash Flows from Financing Activities:
Net Repayment of Long-Term Debt (2,604) (1,139)
Purchase of Common Stock (174) (911)
Other 167 80
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Net Cash Used in Financing Activities (2,611) (1,970)
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Net Decrease in Cash and Cash Equivalents (22) (8,001)
Cash and Cash Equivalents, Beginning of Period 138 9,066
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Cash and Cash Equivalents, End of Period $ 116 $ 1,065
======= ========
Supplemental Disclosures of Cash Flows Information:
Interest Expense Paid $ 1,061 $ 452
Income Taxes Paid $ 1,471 $ 4,980
</TABLE>
See accompanying notes to consolidated financial statements.
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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 six months ended July 1, 2000 and July 3, 1999.
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, 1999.
Note 2. Certain amounts and disclosures included in the consolidated financial
statements required management to make estimates which could differ
from actual results.
Note 3. Earnings Per Share
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted average number of common shares
outstanding in each period. Diluted earnings per share is computed by
dividing income available to common shareholders plus income
associated with dilutive stock options by the weighted average number
of common shares outstanding plus any potential dilution that could
occur if stock options were exercised or converted into common stock
in each period. For the three months ended July 1, 2000 and July 3,
1999, income available to common shareholders was $3,260,000 and
$3,389,000, respectively. The weighted average number of common shares
outstanding for the three months ended July 1, 2000 and July 3, 1999
were 9,655,000 and 10,374,000 and the dilutive shares associated with
stock options were 105,000 and 323,000, respectively. For the six
months ended July 1, 2000 and July 3, 1999, income available to common
shareholders was $6,190,000 and $6,594,000, respectively. The weighted
average number of common shares outstanding for the six months ended
July 1, 2000 and July 3, 1999 were 9,632,000 and 10,392,000 and the
dilutive shares associated with stock options were 96,000 and 335,000,
respectively.
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Note 4. Long-term debt is summarized as follows:
(In Thousands)
------------------------
July 1, December 31,
2000 1999
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Bank credit agreement $19,630 $20,990
Term and real estate loans 3,931 4,175
Notes and other liabilities
for acquisitions 1,675 2,675
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Total debt 25,236 27,840
Less current portion 1,390 1,496
------- -------
Total long-term debt $23,846 $26,344
======= =======
The Company's bank credit agreement provides for a $40,000,000
unsecured revolving credit line with an expiration date of July 1,
2002. Interest is payable monthly on the outstanding borrowings based
on the bank's prime rate (9.50% at July 1, 2000) 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 July 1, 2000). At July 1, 2000, the Company had
$20,370,000 of unused lines of credit, after deducting $19,630,000 of
loans outstanding. The credit agreement includes fixed charge coverage
and maximum leverage ratios, an unused commitment fee of .125%, and
limitations on future dividend payments and outside indebtedness.
Note 5. Shareholders' Equity
Since 1998, the Company's Board of Directors has authorized the
repurchase of up to $30,000,000 of its common stock. During 1998 and
1999, the Company repurchased in the open market 1,809,062 shares of
its common stock for a total of $24,066,000, and cancelled 953,762
shares of treasury stock. During the first six months of 2000, the
Company repurchased in the open market 19,400 shares of its common
stock for a total of $174,000 and cancelled 855,300 shares of treasury
stock.
Note 6. Commitments and Contingencies
Ducommun's subsidiary, Aerochem, Inc. ("Aerochem"), is a major
supplier of chemical milling services for the aerospace industry.
Aerochem has been directed by California environmental agencies to
investigate and take corrective action for groundwater contamination
at its El Mirage, California facility (the "Site"). Aerochem expects
to spend approximately $1 million for future investigation and
corrective action at the Site, and the Company has established a
provision for such costs. However, the Company's ultimate liability in
connection with the Site
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<PAGE> 9
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 October 1999, Com Dev Consulting Ltd. ("Com Dev") filed a complaint
in the United States District Court against the Company and certain of
its officers relating to the sale of the capital stock of 3dbm, Inc.
("3dbm") by the Company to Com Dev in August 1998. On February 3,
2000, the United States District Court dismissed the complaint without
prejudice. On April 7, 2000, Com Dev filed another complaint in
California Superior Court against the Company and certain of its
officers relating to the sale of the capital stock of 3dbm by the
Company to Com Dev. The Company intends to vigorously defend the
matter. While it is not feasible to predict the outcome of this
matter, the Company presently believes that the final resolution of
the matter will not have a material adverse effect on its consolidated
financial position or results of operations.
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.
Note 7. Acquisitions
In November 1999, the Company, through a wholly-owned subsidiary,
acquired the assets and assumed certain liabilities of Parsons
Precision Products, Inc. ("Parsons") for $22,073,000 in cash. Parsons
is a leading manufacturer of complex titanium hot-formed subassemblies
and components for commercial and military aerospace applications. In
April 1999, the Company acquired the capital stock of Sheet Metal
Specialties Company ("SMS") for $10,096,000 in cash, net of cash
acquired and payments of other liabilities of SMS, and a $1,500,000
note. SMS is a manufacturer of subassemblies for commercial and
military aerospace applications.
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<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FINANCIAL STATEMENT PRESENTATION
The interim financial statements reflect all adjustments, consisting only of
normal recurring adjustments, which are, in the opinion of the Company,
necessary for a fair presentation of the results for the interim periods
presented.
ACQUISITIONS
In November 1999, the Company, through a wholly-owned subsidiary, acquired the
assets and assumed certain liabilities of Parsons Precision Products, Inc.
("Parsons") for $22,073,000 in cash. Parsons is a leading manufacturer of
complex titanium hot-formed subassemblies and components for commercial and
military aerospace applications. In April 1999, the Company acquired the capital
stock of Sheet Metal Specialties Company ("SMS") for $10,096,000 in cash, net of
cash acquired and payments of other liabilities of SMS, and a $1,500,000 note.
SMS is a manufacturer of subassemblies for commercial and military aerospace
applications.
RESULTS OF OPERATIONS
Second Quarter of 2000 Compared to Second Quarter of 1999
Net sales increased 16% to $42,439,000 in the second quarter of 2000. The
increase was due primarily to sales in the second quarter of 2000 from the
Parsons acquisition, as well as sales from the new contract at AHF-Ducommun for
the C-17 fuselage panels. Excluding the Parsons acquisition, sales increased 7%
in the second quarter of 2000 from the comparable period in 1999.
The Company had substantial sales to Boeing, Raytheon and Lockheed Martin.
During the second quarters of 2000 and 1999, sales to Boeing were approximately
$14,727,000 and $9,887,000, respectively; sales to Raytheon were approximately
$5,036,000 and $2,136,000, respectively; and sales to Lockheed Martin were
approximately $3,003,000 and $4,462,000, respectively. The sales relating to
Boeing, Raytheon and Lockheed Martin are diversified over a number of different
commercial, space and military programs.
Gross profit, as a percentage of sales, was 28.8% for the second quarter of 2000
compared to 31.8% in 1999. This decrease was primarily the result of changes in
sales mix in the airline seating business, pricing pressures from customers and
production costs for new programs.
Selling, general and administrative expenses, as a percentage of sales, were
13.6% for the second quarter of 2000 compared to 14.7% in 1999. The decrease in
these expenses as a percentage of sales was primarily the result of the benefit
of higher sales volume, partially offset by an increase in related variable
period costs and higher personnel costs.
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Interest expense increased to $479,000 in the second quarter of 2000 compared to
$129,000 for 1999. The increase in interest expense was primarily due to higher
debt levels.
Income tax expense decreased to $1,999,000 in the second quarter of 2000
compared to $2,258,000 for 1999. The decrease in income tax expense was
primarily due to the decrease in income before taxes and an effective income tax
rate of 38% for 2000 compared to 40% for 1999. The decrease in the tax rate was
primarily due to certain tax credits that became available to the Company. Cash
paid for income taxes was $1,433,000 in the second quarter of 2000, compared to
$4,841,000 in 1999. Net income for the second quarter of 2000 was $3,260,000, or
$0.33 per diluted share, compared to $3,389,000, or $0.32 per diluted share, in
1999. Diluted earnings per share rose 3% on a year to year basis, despite a
decline in net income, due to a reduction of approximately 937,000 in average
diluted shares outstanding as a result of the Company's stock repurchase
program.
Six Months of 2000 Compared to Six Months of 1999
Net sales increased 16% to $82,293,000 in the first six months of 2000. The
increase was due primarily to increased sales in the first six months of 2000
from the SMS and Parsons acquisitions, as well as sales from the new contract at
AHF-Ducommun for the C-17 fuselage panels. Excluding acquisitions, sales
increased 4% in the first six months of 2000 from the comparable period in 1999.
The Company had substantial sales to Boeing, Raytheon and Lockheed Martin.
During the first six months of 2000 and 1999, sales to Boeing were approximately
$29,273,000 and $20,396,000, respectively; sales to Raytheon were approximately
$8,033,000 and $4,502,000, respectively; and sales to Lockheed Martin were
approximately $6,472,000 and $7,847,000, respectively. The sales relating to
Boeing, Raytheon and Lockheed Martin are diversified over a number of different
commercial, space and military programs.
At July 1, 2000, backlog believed to be firm was approximately $229,700,000
compared to $213,100,000 at December 31, 1999. Approximately $53,000,000 of
backlog is expected to be delivered during 2000. In April 2000 the Company
announced that its AHF-Ducommun subsidiary signed the largest contract in the
Company's history with Boeing-Long Beach valued at $49,000,000 to produce
fuselage skin panels for the C-17 aircraft. Performance under the contract began
in the first quarter of 2000 and is expected to continue through 2003. In
addition, AHF-Ducommun has signed an option contract with Boeing-Long Beach for
the production of C-17 fuselage skin panels for the period 2003 - 2007. The
option contract, if fully exercised by Boeing, is valued at $62,000,000. In July
2000 the Company announced that its Brice Manufacturing subsidiary had been
approved by Airbus Industrie to offer the B1000 OEM passenger seat as Buyer
Furnished Equipment for all Airbus single aisle aircraft programs.
Gross profit, as a percentage of sales, was 29.7% for the first six months of
2000 compared to 31.5% in 1999. This decrease was primarily the result of
changes in sales mix in the airline seating business, pricing pressures from
customers and production costs for new programs.
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Selling, general and administrative expenses, as a percentage of sales, were
14.6% for the first six months of 2000 compared to 14.6% in 1999. The benefits
of higher sales volume were offset by increases in related variable costs and
higher personnel costs.
Interest expense increased to $979,000 in the first six months of 2000 compared
to $154,000 for 1999. The increase in interest expense was primarily due to
higher debt levels.
Income tax expense decreased to $3,795,000 in the first quarter of 2000 compared
to $4,396,000 for 1999. The decrease in income tax expense was primarily due to
the decrease in income before taxes and an effective income tax rate of 38% for
2000 compared to 40% for 1999. The decrease in the tax rate was primarily due to
certain tax credits that became available to the Company. Cash paid for income
taxes was $1,471,000 in the first six months of 2000, compared to $4,980,000 in
1999. Net income for the first six months of 2000 was $6,190,000, or $0.64 per
diluted share, compared to $6,594,000, or $0.61 per diluted share, in 1999.
Diluted earnings per share rose 5% on a year to year basis, despite a decline in
net income, due to a reduction of approximately 999,000 in average diluted
shares outstanding as a result of the Company's stock repurchase program.
FINANCIAL CONDITION
Liquidity and Capital Resources
Cash flows from operating activities for the six months ended July 1, 2000 was
$6,987,000, compared to $7,665,000 for the six months ended July 3, 1999. During
the first six months of 2000, the Company spent $2,604,000 to repay principal on
its outstanding bank borrowings, promissory notes, and term and commercial real
estate loans, $4,398,000 on capital expenditures and $174,000 to repurchase
shares of the Company's common stock. 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 2000. The Company's bank credit agreement provides for a $40,000,000
unsecured revolving credit line with an expiration date of July 1, 2002. At July
1, 2000, the Company had $20,370,000 of unused lines of credit, after deducting
$19,630,000 of loans outstanding. See Note 4 to the Notes to Consolidated
Financial Statements.
The Company spent $4,398,000 on capital expenditures during the first six months
of 2000 and expects to spend less than $14,000,000 in the aggregate for capital
expenditures in 2000. 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. In
connection with the C-17 contract signed by the Company's AHF-Ducommun
subsidiary, AHF-Ducommun is acquiring a 1,500-ton stretch press and a 5-axis CNC
Torres router with a flexible pogo positioning system. AHF-Ducommun also is in
the process of completing a 185,000 square foot building addition to support the
C-17 contract as well as other off-load opportunities from its customers.
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Since 1998, the Company's Board of Directors has authorized the repurchase of up
to $30,000,000 of its common stock. During 1998 and 1999, the Company
repurchased in the open market 1,809,062 shares of its common stock for a total
of $24,066,000, and cancelled 953,762 shares of treasury stock. During the first
six months of 2000, the Company repurchased in the open market 19,400 shares of
its common stock for a total of $174,000 and cancelled 855,300 shares of
treasury stock. Repurchases will be made from time to time on the open market at
prevailing prices.
Ducommun's subsidiary, Aerochem, Inc. ("Aerochem"), is a major supplier of
chemical milling services for the aerospace industry. Aerochem has been directed
by California environmental agencies to investigate and take corrective action
for groundwater contamination at its El Mirage, California facility (the
"Site"). Aerochem expects to spend approximately $1 million for future
investigation and corrective action at the Site, and the Company has established
a provision for such costs. However, the Company's ultimate liability in
connection with the Site will depend upon a number of factors, including changes
in existing laws and regulations, and the design and cost of the construction,
operation and maintenance of the correction action.
In October 1999, Com Dev Consulting Ltd. ("Com Dev") filed a complaint in the
United States District Court against the Company and certain of its officers
relating to the sale of the capital stock of 3dbm, Inc. ("3dbm") by the Company
to Com Dev in August 1998. On February 3, 2000, the United States District Court
dismissed the complaint without prejudice. On April 7, 2000, Com Dev filed
another complaint in California Superior Court against the Company and certain
of its officers relating to the sale of the capital stock of 3dbm by the Company
to Com Dev. The Company intends to vigorously defend the matter. While it is not
feasible to predict the outcome of this matter, the Company presently believes
that the final resolution of the matter will not have a material adverse effect
on its consolidated financial position or results of operations.
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.
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 2001. 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.
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FORWARD-LOOKING STATEMENTS AND RISK FACTORS
Any forward-looking statements made in this Form 10-Q involve risks and
uncertainties. The Company's future financial results could differ materially
from those anticipated due to the Company's dependence on conditions in the
airline industry, the level of new commercial aircraft orders, the production
rate for the Space Shuttle and other space programs, the level of defense
spending, competitive pricing pressures, technology and product development
risks and uncertainties, product performance, risks associated with acquisitions
and dispositions of businesses by the Company, increasing consolidation of
customers and suppliers in the aerospace industry, availability of raw materials
and components from suppliers, and other factors beyond the Company's control.
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<PAGE> 15
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not applicable.
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<PAGE> 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Com Dev Consulting Ltd. has filed a complaint, against the Company and
certain officers of the Company in connection with the sale of the
capital stock of 3dbm by the Company to Com Dev in August 1998. See the
Company's quarterly report on Form 10-Q for the period ended April 1,
2000.
Item 6. Exhibits and Reports on Form 8-K.
The following exhibits are filed with this report.
(a) 27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter for which
this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DUCOMMUN INCORPORATED
(Registrant)
By: /s/ James S. Heiser
--------------------------------
James S. Heiser
Vice President, Chief Financial
Officer and General Counsel
(Duly Authorized Officer of the
Registrant)
By: /s/ Samuel D. Williams
--------------------------------
Samuel D. Williams
Vice President and Controller
(Chief Accounting Officer of the
Registrant)
Date: July 24, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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27 Financial Data Schedule
