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): February 20, 2020
____________________________
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.)
 
 
 
 
200 Sandpointe Avenue, Suite 700, Santa Ana, California
 
92707-5759
 
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (657) 335-3665
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $.01 par value per share
 
DCO
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
 
 
 
Emerging growth company
 
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
 
 
Exchange Act.
 
¨

 






Item 2.02
Results of Operations and Financial Condition.
 
Ducommun Incorporated issued a press release on February 20, 2020 in the form attached hereto as Exhibit 99.1.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 







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: February 20, 2020
 
By:
/s/ Christopher D. Wampler
 
 
 
Christopher D. Wampler
 
 
 
Vice President, Interim Chief Financial Officer and Treasurer, and Controller and Chief Accounting Officer




EXHIBIT 99.1
DCOADDRESSONLY2618A01.JPG
 
DCOLOGOONLY2618A01.JPG
 
 
 
NEWS RELEASE
Ducommun Reports Results for the
Fourth Quarter Ended December 31, 2019
Strong Finish to 2019 Positions Company for Solid Year Ahead
SANTA ANA, California (February 20, 2020) – Ducommun Incorporated (NYSE:DCO) (“Ducommun” or the “Company”) today reported results for its fourth quarter and year ended December 31, 2019.
Fourth Quarter 2019 Highlights

Revenue of $186.9 million
GAAP net income of $8.9 million, or $0.75 per diluted share
Adjusted net income for the quarter of $9.5 million, or $0.80 per diluted share
Gross margin increased 160 basis points year-over-year to 21.5%
Adjusted EBITDA increased 29.6% year-over-year to $25.2 million
Completed the acquisition of Nobles Worldwide, Inc. (“Nobles”)
“I am delighted with our strong fourth quarter performance as we close a very important year for the Company,” said Stephen G. Oswald, chairman, president and chief executive officer. “We once again achieved double digit increases for the sixth straight quarter, averaging 15% with over 85% of the gains being organic growth. For 2019, sales reached $721 million, its highest since 2014 as Ducommun continues to gain more and more momentum. We also grew gross margins to 21.1% in 2019, up 160 basis points which is the highest level since 2003 and reflects significant operational improvements, effective portfolio management and our acquisitions are exceeding expectations. The Company increased operating margin as well in 2019 and delivered $56 million in operating income along with strong cash flow from operations at $51 million. EBITDA generation was another great story in 2019 at $92.3 million, up 30% year-over-year.
“Ducommun’s fourth quarter revenue rose 14% year-over-year and the Company ended 2019 with an all-time high backlog* of $910 million, bolstered by strong orders across numerous key platforms, particularly within our defense business. Equally impressive was the book-to-bill ratio in the quarter of 1.4. We have spent a good amount of time during the past few years improving the performance of our defense operations and business development team and are now seeing the results. The Company is also leveraging our structures capabilities in the defense markets and orders increased sequentially in the second half of the year by more than 45%. Margins also increased across the board in Q4 and we generated $40 million in gross profit, another all-time record for the Company. We closed as well on a key acquisition in the quarter, Nobles Worldwide, Inc., which is the market leader in ammunition chutes. The integration is going well for this engineered products company and the team is off to a fast start.
“During the quarter, we also continued to work closely with Boeing and Spirit AeroSystems on the 737 MAX. After the announcements in December, Ducommun took actions early in January to ensure all costs within our affected operations were being closely and proactively managed. We are looking forward to starting back production later in Q1 and are well positioned operationally to meet the rate requirements now and in the future.
“As we begin 2020, the Company is off to a strong start in many areas and we look forward to continued high performance as we drive for excellence and industry leading customer satisfaction across the Company.”





Fourth Quarter Results
Net revenue for the fourth quarter of 2019 was $186.9 million, compared to $164.2 million for the fourth quarter of 2018. The 13.9% increase year-over-year was primarily due to the following:
$16.1 million higher revenue within the Company’s military and space end-use markets due to higher demand on the Company’s various military fixed-wing aircraft platforms and other military and space platforms; and
$3.6 million higher revenue in the Company’s commercial aerospace end-use markets due to additional content and higher demand for the Company’s large aircraft platforms.
Net income for the fourth quarter of 2019 was $8.9 million, or $0.75 per diluted share, compared to $0.7 million, or $0.06 per diluted share, for the fourth quarter of 2018. The year-over-year increase was due to higher gross profit of $7.4 million as a result of higher revenue and improved operating performance, and lower restructuring charges of $3.8 million.
Gross profit for the fourth quarter of 2019 was $40.1 million, or 21.5% of revenue, compared to gross profit of $32.7 million, or 19.9% of revenue, for the fourth quarter of 2018. The increase in gross margin percentage year-over-year was due to favorable product mix and lower compensation and benefits costs, partially offset by unfavorable manufacturing volume.
Operating income for the fourth quarter of 2019 was $15.2 million, or 8.1% of revenue, compared to $6.3 million, or 3.8% of revenue, in the comparable period last year. The year-over-year improvement in operating income of $8.9 million was due to higher revenue and lower restructuring charges of $3.8 million, partially offset by higher SG&A expenses of $2.4 million.
Interest expense for the fourth quarter of 2019 was $5.2 million compared to $3.8 million in the comparable period of 2018. The year-over-year increase was due to a higher debt balance as a result of the acquisition of Nobles on October 8, 2019.
Adjusted EBITDA for the fourth quarter of 2019 was $25.2 million, or 13.5% of revenue, compared to $19.4 million, or 11.8% of revenue, for the comparable period in 2018.
* The Company defines backlog as potential revenue and is based on customer placed purchase orders and long-term agreements (“LTAs”) with firm fixed price and firm delivery dates of 24 months or less. Backlog as of December 31, 2019 was $910.2 million compared to $863.6 million as of December 31, 2018. Under ASC 606, the Company defines remaining performance obligations as customer placed purchase orders with firm fixed price and firm delivery dates. The remaining performance obligations disclosed under ASC 606 as of December 31, 2019 were $745.3 million compared to $722.8 million as of December 31, 2018.
Business Segment Information
Electronic Systems
Electronic Systems reported net revenue for the current quarter of $96.3 million, compared to $85.3 million for the fourth quarter of 2018. The year-over-year increase was primarily due to the following:
$9.3 million higher revenue within the Company’s military and space end-use markets due to increased demand, which favorably impacted the Company’s fixed-wing aircraft platforms; partially offset by
$1.4 million lower revenue within the Company’s commercial aerospace end-use markets due lower build rates on the Company’s other commercial aerospace platforms.
Electronic Systems operating income for the current year fourth quarter of $9.9 million, or 10.2% of revenue, compared to $7.5 million, or 8.7% of revenue, for the comparable quarter in 2018. The year-over-year increase was due to favorable product mix and lower restructuring charges of $2.4 million, partially offset by unfavorable manufacturing volume.
Structural Systems
Structural Systems reported net revenue for the current quarter of $90.6 million, compared to $78.9 million for the fourth quarter of 2018. The year-over-year increase was due to the following:





$6.8 million higher revenue within the Company’s military and space end-use markets due to increased demand for the Company’s other military and space platforms and rotary-wing aircraft platforms; and
$4.9 million higher revenue within the Company’s commercial aerospace end-use markets due to additional content and increased demand on the Company’s large aircraft platforms.
Structural Systems operating income for the current-year fourth quarter was $11.6 million, or 12.8% of revenue, compared to $5.7 million, or 7.2% of revenue, for the fourth quarter of 2018. The year-over-year increase was due to favorable product mix, lower compensation and benefit costs, lower restructuring charges of $1.1 million, and improved manufacturing efficiencies.
Corporate General and Administrative (“CG&A”) Expense
CG&A expense for the fourth quarter of 2019 was $6.3 million, or 3.4% of total Company revenue, compared to $6.9 million, or 4.2% of total Company revenue, in the comparable quarter in the prior year. The year-over-year decrease was primarily due to lower restructuring charges of $0.3 million and lower general corporate expenses of $0.2 million.
Conference Call
A teleconference hosted by Stephen G. Oswald, the Company’s chairman, president, and chief executive officer, and Christopher D. Wampler, the Company’s vice president, interim chief financial officer and treasurer, and controller and chief accounting officer will be held today, February 20, 2020, at 2:00 p.m. PT (5:00 p.m. ET) to review these financial results. To participate in the teleconference, please call 844-239-5278 (international 574-990-1017) approximately ten minutes prior to the conference time. The participant passcode is 9672508. Mr. Oswald and Mr. Wampler will be speaking on behalf of the Company and anticipate the call (including Q&A) to last approximately 45 minutes.
This call is being webcast 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 855-859-2056, passcode 9672508.
About Ducommun Incorporated
Ducommun Incorporated delivers value-added innovative manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, the Company specializes in two core areas - Electronic Systems and Structural Systems - to produce complex products and components for commercial aircraft platforms, mission-critical military and space programs, and sophisticated industrial applications. For more information, visit www.ducommun.com.
Forward Looking Statements
This press release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, earnings guidance, the Company’s restructuring plan and any statements about the Company’s plans, strategies and prospects. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “look forward” and similar expressions in this press release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: whether the anticipated pre-tax restructuring charges will be sufficient to address all anticipated restructuring costs, including related to employee separation, facilities consolidation, inventory write-down and other asset impairments; whether the expected cost savings from the restructuring will ultimately be obtained in the amount and during the period anticipated; whether the restructuring in the affected areas will be sufficient to build a more cost efficient, focused, higher margin enterprise with higher returns for the Company's shareholders; the impact of the Company’s debt service obligations and restrictive debt covenants; the Company’s end-use markets are cyclical; the Company depends upon a selected base of industries and customers; a significant portion of the Company’s business depends upon U.S. Government defense spending; the Company is subject to extensive regulation and audit by the Defense Contract Audit Agency; contracts with some of the Company’s customers contain provisions which give the its customers a variety of rights that are unfavorable to the Company; further consolidation in the aerospace industry could adversely affect the Company’s business and financial results; the Company’s ability to successfully make acquisitions, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; the Company relies on its suppliers to meet the quality and delivery expectations of its customers; the Company uses estimates when bidding on fixed-price contracts which estimates could change and result in adverse effects on its financial results; the impact of existing and future laws and regulations; the impact of existing and future





accounting standards and tax rules and regulations; environmental liabilities could adversely affect the Company’s financial results; cyber security attacks, internal system or service failures may adversely impact the Company’s business and operations; and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release, February 20, 2020, or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov, at various SEC reference facilities in the United States and through the Company’s website).
Note Regarding Non-GAAP Financial Information
This release contains non-GAAP financial measures, including Adjusted EBITDA (which excludes interest expense, income tax expense, depreciation, amortization, stock-based compensation expense, restructuring charges, inventory purchase accounting adjustments, loss on extinguishment of debt, and other debt refinancing costs). In addition, certain prior period amounts have been reclassified to conform to current year’s presentation.
The Company believes the presentation of these non-GAAP measures provide important supplemental information to management and investors regarding financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s actual and forecasted operating performance, capital resources and cash flow. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company discloses different non-GAAP financial measures in order to provide greater transparency and to help the Company’s investors to more meaningfully evaluate and compare Ducommun’s results to its previously reported results. The non-GAAP financial measures that the Company uses may not be comparable to similarly titled financial measures used by other companies. We define backlog as potential revenue and is based on customer placed purchase orders and long-term agreements (“LTAs”) with firm fixed price and expected delivery dates of 24 months or less. The majority of the LTAs do not meet the definition of a contract under ASC 606 and thus, the backlog amount disclosed herein is greater than the remaining performance obligations disclosed under ASC 606. Backlog is subject to delivery delays or program cancellations, which are beyond our control. Backlog is affected by timing differences in the placement of customer orders and tends to be concentrated in several programs to a greater extent than our net revenues. Backlog in industrial markets tends to be of a shorter duration and is generally fulfilled within a three month period. As a result of these factors, trends in our overall level of backlog may not be indicative of trends in our future net revenues.
CONTACTS:
Christopher D. Wampler, Vice President, Interim Chief Financial Officer and Treasurer, and Controller and Chief Accounting Officer, 657.335.3665
Chris Witty, Investor Relations, 646.438.9385, cwitty@darrowir.com
[Financial Tables Follow]






DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars In thousands)
 
 
 
December 31,
2019
 
December 31,
2018
Assets
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
39,584

 
$
10,263

Accounts receivable, net
 
67,133

 
67,819

Contract assets
 
106,670

 
86,665

Inventories
 
112,482

 
101,125

Production cost of contracts
 
9,402

 
11,679

Other current assets
 
5,497

 
6,531

Total Current Assets
 
340,768

 
284,082

Property and Equipment, Net
 
115,216

 
107,045

Operating lease right-of-use assets
 
19,105

 

Goodwill
 
170,917

 
136,057

Intangibles, Net
 
138,362

 
112,092

Non-Current Deferred Income Taxes
 
55

 
308

Other Assets
 
6,006

 
5,155

Total Assets
 
$
790,429

 
$
644,739

Liabilities and Shareholders’ Equity
 
 
 
 
Current Liabilities
 
 
 
 
Accounts payable
 
$
82,597

 
$
69,274

Contract liabilities
 
14,517

 
17,145

Accrued liabilities
 
37,620

 
37,786

Operating lease liabilities
 
2,956

 

Current portion of long-term debt
 
7,000

 
2,330

Total Current Liabilities
 
144,690

 
126,535

Long-Term Debt, Less Current Portion
 
300,887

 
228,868

Non-Current Operating Lease Liabilities
 
17,565

 

Non-Current Deferred Income Taxes
 
16,766

 
18,070

Other Long-Term Liabilities
 
17,721

 
14,441

Total Liabilities
 
497,629

 
387,914

Commitments and Contingencies
 
 
 
 
Shareholders’ Equity
 
 
 
 
Common stock
 
116

 
114

Additional paid-in capital
 
88,399

 
83,712

Retained earnings
 
212,553

 
180,356

Accumulated other comprehensive loss
 
(8,268
)
 
(7,357
)
Total Shareholders’ Equity
 
292,800

 
256,825

Total Liabilities and Shareholders’ Equity
 
$
790,429

 
$
644,739






DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Quarterly Information Unaudited)
(Dollars in thousands, except per share amounts)
 
 
 
Three Months Ended
 
Years Ended
 
 
December 31,
2019
 
December 31,
2018
 
December 31,
2019
 
December 31,
2018
Net Revenues
 
$
186,926

 
$
164,183

 
$
721,088

 
$
629,307

Cost of Sales
 
146,815

 
131,486

 
568,891

 
506,711

Gross Profit
 
40,111

 
32,697

 
152,197

 
122,596

Selling, General and Administrative Expenses
 
24,933

 
22,531

 
95,964

 
84,007

Restructuring Charges
 

 
3,887

 

 
14,671

Operating Income
 
15,178

 
6,279

 
56,233

 
23,918

Interest Expense
 
(5,150
)
 
(3,838
)
 
(18,290
)
 
(13,024
)
Loss on Extinguishment of Debt
 
(180
)
 
(926
)
 
(180
)
 
(926
)
Other Income, Net
 

 
276

 

 
303

Income Before Taxes
 
9,848

 
1,791

 
37,763

 
10,271

Income Tax Expense
 
977

 
1,118

 
5,302

 
1,236

Net Income
 
$
8,871

 
$
673

 
$
32,461

 
$
9,035

Earnings Per Share
 
 
 
 
 
 
 
 
Basic earnings per share
 
$
0.77

 
$
0.06

 
$
2.82

 
$
0.79

Diluted earnings per share
 
$
0.75

 
$
0.06

 
$
2.75

 
$
0.77

Weighted-Average Number of Common Shares Outstanding
 
 
 
 
 
 
 
 
Basic
 
11,568

 
11,415

 
11,518

 
11,390

Diluted
 
11,837

 
11,713

 
11,792

 
11,659

 
 
 
 
 
 
 
 
 
Gross Profit %
 
21.5
%
 
19.9
%
 
21.1
%
 
19.5
%
SG&A %
 
13.3
%
 
13.7
%
 
13.3
%
 
13.3
%
Operating Income %
 
8.1
%
 
3.8
%
 
7.8
%
 
3.9
%
Net Income %
 
4.7
%
 
0.4
%
 
4.5
%
 
1.4
%
Effective Tax Rate
 
9.9
%
 
62.4
%
 
14.0
%
 
12.0
%





DUCOMMUN INCORPORATED AND SUBSIDIARIES
BUSINESS SEGMENT PERFORMANCE
(Unaudited)
(Dollars in thousands)
 
 
Three Months Ended
 
Years Ended
 
 
%
Change
 
December 31, 2019
 
December 31, 2018
 
% of Net  Revenues
2019
 
% of Net  Revenues
2018
 
%
Change
 
December 31, 2019
 
December 31, 2018
 
% of Net  Revenues
2019
 
%of Net  Revenues
2018
Net Revenues
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electronic Systems
 
13.0
%
 
$
96,328

 
$
85,262

 
51.5
 %
 
51.9
 %
 
6.7
%
 
$
360,373

 
$
337,868

 
50.0
 %
 
53.7
 %
Structural Systems
 
14.8
%
 
90,598

 
78,921

 
48.5
 %
 
48.1
 %
 
23.8
%
 
360,715

 
291,439

 
50.0
 %
 
46.3
 %
Total Net Revenues
 
13.9
%
 
$
186,926

 
$
164,183

 
100.0
 %
 
100.0
 %
 
14.6
%
 
$
721,088

 
$
629,307

 
100.0
 %
 
100.0
 %
Segment Operating Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electronic Systems
 
 
 
$
9,863

 
$
7,453

 
10.2
 %
 
8.7
 %
 
 
 
$
38,613

 
$
30,916

 
10.7
 %
 
9.2
 %
Structural Systems
 
 
 
11,637

 
5,683

 
12.8
 %
 
7.2
 %
 
 
 
46,836

 
19,063

 
13.0
 %
 
6.5
 %
 
 
 
 
21,500

 
13,136

 
 
 
 
 
 
 
85,449

 
49,979

 
 
 
 
Corporate General and Administrative Expenses (1) 
 
 
 
(6,322
)
 
(6,857
)
 
(3.4
)%
 
(4.2
)%
 
 
 
(29,216
)
 
(26,061
)
 
(4.1
)%
 
(4.1
)%
Total Operating Income
 
 
 
$
15,178

 
$
6,279

 
8.1
 %
 
3.8
 %
 
 
 
$
56,233

 
$
23,918

 
7.8
 %
 
3.9
 %
Adjusted EBITDA 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electronic Systems
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income
 
 
 
$
9,863

 
$
7,453

 
 
 
 
 
 
 
$
38,613

 
$
30,916

 
 
 
 
Other Income
 
 
 

 
92

 
 
 
 
 
 
 

 
119

 
 
 
 
Depreciation and Amortization
 
 
 
3,568

 
3,201

 
 
 
 
 
 
 
14,170

 
14,223

 
 
 
 
Restructuring Charges
 
 
 

 
2,370

 
 
 
 
 
 
 

 
4,776

 
 
 
 
 
 
 
 
13,431

 
13,116

 
13.9
 %
 
15.4
 %
 
 
 
52,783

 
50,034

 
14.6
 %
 
14.8
 %
Structural Systems
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income
 
 
 
11,637

 
5,683

 
 
 
 
 
 
 
46,836

 
19,063

 
 
 
 
Other Income
 
 
 

 
184

 
 
 
 
 
 
 

 
184

 
 
 
 
Depreciation and Amortization
 
 
 
3,913

 
3,015

 
 
 
 
 
 
 
13,663

 
10,525

 
 
 
 
Restructuring Charges
 
 
 

 
1,149

 
 
 
 
 
 
 

 
7,897

 
 
 
 
Inventory Purchase Accounting Adjustments
 
 
 
511

 

 
 
 
 
 
 
 
511

 
622

 
 
 
 
 
 
 
 
16,061

 
10,031

 
17.7
 %
 
12.7
 %
 
 
 
61,010

 
38,291

 
16.9
 %
 
13.1
 %
Corporate General and Administrative Expenses (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating loss
 
 
 
(6,322
)
 
(6,857
)
 
 
 
 
 
 
 
(29,216
)
 
(26,061
)
 
 
 
 
Depreciation and Amortization
 
 
 
73

 
445

 
 
 
 
 
 
 
472

 
548

 
 
 
 
Stock-Based Compensation Expense
 
 
 
1,839

 
1,626

 
 
 
 
 
 
 
7,161

 
5,040

 
 
 
 
Restructuring Charges
 
 
 

 
321

 
 
 
 
 
 
 

 
2,119

 
 
 
 
Other Debt Refinancing Costs
 
 
 
77

 
697

 
 
 
 
 
 
 
77

 
697

 
 
 
 
 
 
 
 
(4,333
)
 
(3,768
)
 
 
 
 
 
 
 
(21,506
)
 
(17,657
)
 
 
 
 
Adjusted EBITDA
 
 
 
$
25,159

 
$
19,379

 
13.5
 %
 
11.8
 %
 
 
 
$
92,287

 
$
70,668

 
12.8
 %
 
11.2
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electronic Systems
 
 
 
$
688

 
$
1,628

 
 
 
 
 
 
 
$
5,508

 
$
6,719

 
 
 
 
Structural Systems
 
 
 
3,230

 
2,539

 
 
 
 
 
 
 
13,338

 
9,104

 
 
 
 
Corporate Administration
 
 
 

 
139

 
 
 
 
 
 
 

 
514

 
 
 
 
Total Capital Expenditures
 
 
 
$
3,918

 
$
4,306

 
 
 
 
 
 
 
$
18,846

 
$
16,337

 
 
 
 
(1)
Includes costs not allocated to either the Electronic Systems or Structural Systems operating segments.





DUCOMMUN INCORPORATED AND SUBSIDIARIES
GAAP TO NON-GAAP OPERATING INCOME AND AS A PERCENTAGE OF NET REVENUES RECONCILIATION
(Unaudited)
(Dollars in thousands)
 
 
 
Three Months Ended
 
Years Ended
GAAP To Non-GAAP Operating Income
 
December 31,
2019
 
December 31,
2018
 
%
of Net  Revenues
2019
 
%
of Net  Revenues
2018
 
December 31,
2019
 
December 31,
2018
 
%
of Net  Revenues
2019
 
%
of Net  Revenues
2018
GAAP Operating income
 
$
15,178

 
$
6,279

 
 
 
 
 
$
56,233

 
$
23,918

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating income - Electronic Systems
 
$
9,863

 
$
7,453

 
 
 
 
 
$
38,613

 
$
30,916

 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges
 

 
2,370

 
 
 
 
 

 
4,776

 
 
 
 
Adjusted operating income - Electronic Systems
 
9,863

 
9,823

 
10.2
%
 
11.5
%
 
38,613

 
35,692

 
10.7
%
 
10.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating income - Structural Systems
 
11,637

 
5,683

 
 
 
 
 
46,836

 
19,063

 
 
 
 
Adjustments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges
 

 
1,149

 
 
 
 
 

 
7,897

 
 
 
 
Inventory purchase accounting adjustments
 
511

 

 
 
 
 
 
511

 
622

 
 
 
 
Adjusted operating income - Structural Systems
 
12,148

 
6,832

 
13.4
%
 
8.7
%
 
47,347

 
27,582

 
13.1
%
 
9.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP Operating loss - Corporate
 
(6,322
)
 
(6,857
)
 
 
 
 
 
(29,216
)
 
(26,061
)
 
 
 
 
Adjustment:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring charges
 

 
321

 
 
 
 
 

 
2,119

 
 
 
 
Other debt refinancing costs
 
77

 
697

 
 
 
 
 
77

 
697

 
 
 
 
Adjusted operating loss - Corporate
 
(6,245
)
 
(5,839
)
 
 
 
 
 
(29,139
)
 
(23,942
)
 
 
 
 
Total adjustments
 
588

 
4,537

 
 
 
 
 
588

 
16,111

 
 
 
 
Adjusted operating income
 
$
15,766

 
$
10,816

 
8.4
%
 
6.6
%
 
$
56,821

 
$
40,029

 
7.9
%
 
6.4
%





DUCOMMUN INCORPORATED AND SUBSIDIARIES
GAAP TO NON-GAAP EARNINGS AND EARNINGS PER SHARE RECONCILIATION
(Unaudited)
(Dollars in thousands, except per share amounts)
 
 
 
Three Months Ended
 
Years Ended
GAAP To Non-GAAP Earnings
 
December 31,
2019
 
December 31,
2018
 
December 31,
2019
 
December 31,
2018
GAAP Net income
 
$
8,871

 
$
673

 
$
32,461

 
$
9,035

  Adjustments:
 
 
 
 
 
 
 
 
    Restructuring charges (2)
 

 
3,187

 

 
12,277

    Inventory purchase accounting adjustments (1)
 
409

 

 
409

 
516

    Loss on extinguishment of debt (1)(2)
 
144

 
769

 
144

 
769

    Other debt refinancing costs (1)(2)
 
62

 
579

 
62

 
579

      Total adjustments
 
615

 
4,535

 
615

 
14,141

Adjusted net income
 
$
9,486

 
$
5,208

 
$
33,076

 
$
23,176


 
 
Three Months Ended
 
Years Ended
GAAP Earnings Per Share To Non-GAAP Earnings Per Share
 
December 31,
2019
 
December 31,
2018
 
December 31,
2019
 
December 31,
2018
GAAP Diluted Earnings Per Share (“EPS”)
 
$
0.75

 
$
0.06

 
$
2.75

 
$
0.77

  Adjustments:
 
 
 
 
 
 
 
 
    Restructuring charges (2)
 

 
0.27

 

 
1.05

    Inventory purchase accounting adjustments (1)(2)
 
0.03

 

 
0.03

 
0.05

    Loss on extinguishment of debt (1)(2)
 
0.01

 
0.06

 
0.01

 
0.07

    Other debt refinancing costs (2)
 
0.01

 
0.05

 
0.01

 
0.05

      Total adjustments
 
0.05

 
0.38

 
0.05

 
1.22

Adjusted Diluted EPS
 
$
0.80

 
$
0.44

 
$
2.80

 
$
1.99

 
 
 
 
 
 
 
 
 
Shares used for adjusted diluted EPS
 
11,837

 
11,713

 
11,792

 
11,659

(1)
Includes tax rate of 20.0% for 2019 adjustments.
(2)
Includes tax rate of 17.0% for 2018 adjustments.






DUCOMMUN INCORPORATED AND SUBSIDIARIES
NON-GAAP BACKLOG* BY REPORTING SEGMENT
(Unaudited)
(Dollars in thousands)
 
 
 
(In thousands)
 
 
December 31,
2019
 
December 31,
2018
Consolidated Ducommun
 
 
 
 
Military and space
 
$
451,293

 
$
342,080

Commercial aerospace
 
430,642

 
483,735

Industrial
 
28,286

 
37,774

Total
 
$
910,221

 
$
863,589

Electronic Systems
 
 
 
 
Military and space
 
$
311,027

 
$
243,841

Commercial aerospace
 
75,719

 
45,387

Industrial
 
28,286

 
37,774

Total
 
$
415,032

 
$
327,002

Structural Systems
 
 
 
 
Military and space
 
$
140,266

 
$
98,239

Commercial aerospace
 
354,923

 
438,348

Total
 
$
495,189

 
$
536,587

* The Company defines backlog as potential revenue and is based on customer placed purchase orders and long-term agreements (“LTAs”) with firm fixed price and expected delivery dates of 24 months or less. Backlog as of as of December 31, 2019 was $910.2 million compared to $863.6 million as of December 31, 2018. Under ASC 606, the Company defines remaining performance obligations as customer placed purchase orders with firm fixed price and firm delivery dates. The remaining performance obligations disclosed under ASC 606 as of December 31, 2019 were $745.3 million compared to $722.8 million as of December 31, 2018.