EX-99.1

CONTACT:

Joseph P. Bellino

Chris Witty

Vice President, Treasurer and

Investor Relations

Chief Financial Officer

(646)438-9385/cwitty@darrowir.com

(310) 513-7211

EX-99.1 2 d495527dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

LOGO

FOR IMMEDIATE RELEASE

Ducommun Reports Results for the

Fourth Quarter and Year Ended December 31, 2012

Ends Year with Strong Cash Flows, Solid Earnings Growth and Record Backlog

LOS ANGELES, California (March 4, 2013)—Ducommun Incorporated (NYSE:DCO) today reported results for its fourth quarter and twelve months ended December 31, 2012.

Highlights

•

Net income for the fourth quarter of 2012 was $3.4 million, or $0.32 per diluted share, after recording a one-time charge for an income tax valuation allowance of $0.21 per diluted share

•

Adjusted EBITDA was $22.7 million for the fourth quarter of 2012, compared to $17.8 million for the fourth quarter of 2011

•

Cash flow from operations was $36.1 million in the fourth quarter of 2012 and $47.5 million for all of 2012

•

Ducommun made voluntary principal pre-payments of $25 million on its term loan in 2012

•

The Company’s firm backlog at the end of 2012 was a record $657 million

“In 2012 our goal was to continue the transformation of Ducommun and provide shareholders with stronger operating performance, and we believe we accomplished this by ending the year with solid margins, a record backlog, and greatly improved financial results,” said Anthony J. Reardon, chairman, president and chief executive officer. “In addition, we pre-paid $25 million of our term loan last year and expect to pre-pay a similar amount in 2013, as we execute a strategy of de-levering our balance sheet and reducing interest expense going forward.

“Our ability to provide Ducommun’s customers with a vast array of high technology products, assemblies, and engineering services has resulted in robust demand across our aerospace and defense markets. We are demonstrating the ability to bring both new and existing clients innovative solutions with a more sophisticated product offering. Even with current budget uncertainties in the defense arena and some softness in our industrial and natural resource segments, we are confident that providing our

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

Page 2 of 10

customers with greater value will make growth achievable in times of change. We believe that Ducommun has developed an organization that has some of the best capabilities to serve an increasing number of leading companies in the aerospace, defense, and industrial landscape.”

Fourth Quarter Results

Net sales for the fourth quarter of 2012 were $193.9 million, versus $188.2 million in the fourth quarter of 2011. The higher revenue was the result of increased sales of military helicopter, military fixed wing and large commercial aircraft products, partially offset by lower sales of products in the Company’s non-aerospace and defense end markets.

Net income was $3.4 million, or $0.32 per diluted share, compared to a net loss of $48.5 million, or ($4.60) per diluted share, in the fourth quarter of 2011. Excluding pre-tax merger-related expenses of $3.2 million and a pre-tax non-cash goodwill impairment charge of $54.3 million, net income for the fourth quarter of 2011 was $2.8 million, or $0.27 per diluted share. Excluding these charges, earnings increased year-over-year due to higher sales and improved margins, partially offset by higher income tax expense.

The 2012 fourth quarter tax rate was impacted by a charge for a valuation allowance for state research and development tax credits of $2.2 million, or $0.21 per diluted share, which contributed to the effective tax rate of 48.1%, compared to an income tax benefit of 9.5% in the comparable period last year. The valuation allowance was the result of new state legislation passed in the fourth quarter of 2012. The new legislation reduces the amount of Company income allocated to California, thus reducing our ability to realize the benefits of the state research and development tax credits previously recorded. In addition, the Company’s effective tax rate for the fourth quarter of 2012 reflected no current year federal research and development tax benefits; whereas, the effective tax rate for 2011 included federal research and development tax benefits. As a result of federal legislation passed in January 2013, the Company will record approximately $2.0 million of federal research and development tax benefits in the first quarter of 2013.

Operating income for the fourth quarter of 2012 was $14.7 million, or 7.6% of revenue, compared to a loss of $45.4 million, or (24.1%) of revenue, in the comparable period last year. Operating margins increased due to higher net sales and improved margins in 2012 and merger-related expenses and goodwill impairment charges in 2011.

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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Adjusted EBITDA for the fourth quarter of 2012 increased to $22.7 million, or 11.7% of revenue, compared to $17.8 million, or 9.5% of revenue, for the comparable period last year.

During the fourth quarter of 2012, the Company generated $36.1 million of cash from operations as a result of improved working capital management and operating performance, compared to $25.9 million in the fourth quarter of 2011. Net cash generation during the fourth quarter of 2011 was negatively impacted by $2.0 million of merger-related expenses.

Ducommun AeroStructures (DAS)

The Company’s DAS segment reported net sales for the fourth quarter of $82.2 million, up 19% from $68.9 million in the year ago quarter. The higher revenue was the result of increased sales of military helicopter and large commercial aircraft products.

DAS segment operating income was $7.2 million, or 8.8% of revenue, compared to $3.4 million, or 4.9% of revenue, in the same period of 2011. The increase in operating income reflects a greater proportion of sales of higher margin products. EBITDA was $10.3 million in the quarter, or 12.6% of revenue, compared to $5.6 million, or 8.2% of revenue, in the comparable quarter of the prior year.

Ducommun LaBarge Technologies (DLT)

The Company’s DLT segment net sales were $111.7 million for the fourth quarter of 2012, down 6% from $119.4 million in the year-ago fourth quarter. The lower revenue was primarily the result of a 30% decrease in sales of products in the Company’s non-aerospace and defense markets, partially offset by a 9% increase in sales of military-technology products.

DLT operating income was $11.4 million, or 10.2% of revenue, compared to operating income of $11.3 million, or 9.5% of revenue, in the fourth quarter of 2011, excluding merger-related expenses of $2.5 million and goodwill impairment charges of $54.3 million. EBITDA was $16.2 million in the quarter, or 14.5% of revenue, compared to $16.0 million, or 13.4% of revenue, in the comparable quarter of the prior year, excluding merger-related expenses of $2.5 million and goodwill impairment charges of $54.3 million.

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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Corporate General and Administrative (“CG&A”)

CG&A expenses for the fourth quarter of 2012 were $4.0 million, or 2.0% of revenue, up slightly from the prior year quarter of $3.3 million, or 1.7% of revenue. Merger-related expenses included in CG&A were $0.6 million in the fourth quarter 2011.

Backlog

Backlog reached record levels of $657 million at December 31, 2012 and reflects strengthening primarily in military and space and commercial aerospace markets and decreases in our non-aerospace and defense markets.

Full Year Results

Net sales for 2012 increased $166.1 million, or 29%, to $747.0 million, compared to $580.9 million in 2011. The higher revenue was primarily the result of the full-year impact from the June 2011 acquisition of LaBarge Inc. (“LaBarge”). Revenue attributable to LaBarge in 2012 and 2011 was $324.2 million and $175.4 million, respectively.

Net income was $16.4 million, or $1.55 per diluted share, compared to net income of $14.9 million, or $1.40 per diluted share, in 2011, excluding merger-related expenses and goodwill impairment charges. Including such charges, the Company reported a net loss of $47.6 million, or ($4.52) per diluted share, in 2011. The increase in earnings in 2012 compared to 2011 was primarily due to higher net sales and operating margins, partially offset by higher interest expense and higher income taxes.

The effective tax rate was 25.3% in 2012, compared to an income tax benefit of 9.1% in 2011. The Company’s 2012 effective tax rate reflected no current year federal research and development tax credits; whereas, the effective tax rate for 2011 included federal research and development tax credits. The 2012 effective tax rate was impacted by the aforementioned research and development tax items, and, as previously reported, the Company recognized a tax benefit as a result of the LaBarge acquisition, which allowed the Company to file state consolidated tax returns in 2012.

Operating income for 2012 was $54.8 million, or 7.3% of revenue, compared to $38.6 million in 2011, or 6.7% of revenue, excluding merger-related expenses of $18.5 million and goodwill impairment charges of $54.3 million.

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

Page 5 of 10

Adjusted EBITDA for the twelve months of 2012 increased to $84.9 million, or 11.4% of revenue, compared to $57.7 million, or 9.9% of revenue, for 2011.

The Company generated cash flow from operations of $47.5 million in 2012, compared to a use of $3.0 million in 2011. Cash flow from operations in 2011 included $25.6 million of merger-related expenses.

Ducommun AeroStructures (DAS)

DAS reported net sales of $310.0 million in 2012, up 6% from $292.8 million in 2011. The higher revenue was the result of increased shipments of large commercial aircraft and military helicopter products, partially offset by lower shipments of regional aircraft and military fixed wing products.

DAS segment operating income for 2012 was $28.8 million, or 9.3% of revenue, compared to $25.8 million, or 8.8% of revenue, in 2011. Operating income increased in 2012 compared to 2011 due to a greater proportion of revenue from higher margin products. EBITDA was $39.1 million in 2012, or 12.6% of revenue, compared to $35.8 million, or 12.2% of revenue, in 2011.

Ducommun LaBarge Technologies (DLT)

DLT segment net sales were $437.1 million in 2012, up 52% from $288.2 million in 2011. The increased revenue was primarily due to incremental sales from the June 2011 LaBarge acquisition.

DLT operating income for 2012 was $40.7 million, or 9.3% of revenue, compared to $27.0 million, or 9.4% of revenue, in 2011, excluding merger-related expenses of $6.1 million and pre-tax non-cash goodwill impairment charges of $54.3 million. EBITDA was $59.6 million for 2012, or 13.6% of revenue, compared to $38.4 million in 2011, or 13.3% of revenue, excluding merger-related expenses of $6.1 million and pre-tax non-cash goodwill impairment charges of $54.3 million.

Corporate General and Administrative (“CG&A”)

CG&A expenses for 2012 were $14.7 million, or 2.0% of revenue, compared to $26.5 million, or 4.6% of revenue, in 2011. Excluding merger-related expenses in 2011 of $12.4 million, CG&A was $14.1 million, or 2.4% of revenue.

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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Conference Call

A teleconference hosted by Anthony J. Reardon, the Company’s chairman, president and chief executive officer, and Joseph P. Bellino, the Company’s vice president, treasurer and chief financial officer, will be held today, March 4, 2013 at 2:00 PM PT (5:00 PM ET) to review these financial results. To participate in the teleconference, please call 866-202-3048 (international 617-213-8843) approximately ten minutes prior to the conference time stated above. The participant passcode is 30630969. Mr. Reardon and Mr. Bellino will be speaking on behalf of the Company and anticipate the meeting and Q&A period to last approximately 45 minutes.

This call is being webcast by Thomson Reuters and can be accessed directly at the Ducommun website at www.ducommun.com. Conference call replay will be available after that time at the same link or by dialing 888-286-8010, passcode 98730206.

About Ducommun Incorporated

Founded in 1849, Ducommun Incorporated provides engineering and manufacturing services to the aerospace, defense, and other industries through a wide spectrum of electronic and structural applications. The company is an established supplier of critical components and assemblies for commercial aircraft and military and space vehicles as well as for the energy market, medical field, and industrial automation. It operates through two primary business units – Ducommun AeroStructures (DAS) and Ducommun LaBarge Technologies (DLT). Additional information can be found at www.ducommun.com.

Statements contained in this press release regarding other than recitation of historical facts are forward-looking statements. These statements are identified by words such as “may,” “will,” “ begin,” “ look forward,” “expect,” “believe,” “intend,” “anticipate,” “should”, “potential,” “estimate,” “continue,” “momentum” and other words referring to events to occur in the future. These statements reflect the Company’s current view of future events and are based on its assessment of, and are subject to, a variety of risks and uncertainties beyond its control, including, but not limited to, the state of the world financial, credit, commodities and stock markets, and uncertainties regarding the Company, its businesses and the industries in which it operates, which are described in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.

[Financial Tables Follow]

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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DUCOMMUN INCORPORATED AND SUBSIDIARIES

COMPARATIVE DATA

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)


	Fourth Quarters						Years Ended December 31,
	2012			2011			2012			2011
Sales and Service Revenues
Product sales	$	185,721		$	181,645		$	716,417		$	552,408
Service revenues		8,171			6,593			30,620			28,506

Net Sales		193,892			188,238			747,037			580,914

Operating Costs and Expenses
Cost of product sales		152,024			151,532			580,999			453,473
Cost of service revenues		6,418			4,371			24,586			21,505
Selling, general and administrative expenses		20,748			23,487			86,639			85,790
Goodwill impairment		—			54,273			—			54,273

Total Operating Costs and Expenses		179,190			233,663			692,224			615,041

Operating Income (Loss)		14,702			(45,425	)		54,813			(34,127	)
Interest Expense		8,084			8,151			32,798			18,198

Income (Loss) Before Taxes		6,618			(53,576	)		22,015			(52,325	)
Income Tax Expense (Benefit)		3,183			(5,082	)		5,578			(4,742	)

Net Income (Loss)	$	3,435		$	(48,494	)	$	16,437		$	(47,583	)

Earnings (Loss) Per Share
Basic earnings (loss) per share	$	0.32		$	(4.60	)	$	1.55		$	(4.52	)
Diluted earnings (loss) per share	$	0.32		$	(4.60	)	$	1.55		$	(4.52	)
Weighted-Average Number of Common Shares Outstanding
Basic		10,595			10,541			10,580			10,536
Diluted		10,634			10,565			10,628			10,621
Gross Profit %		18.3	%		17.2	%		18.9	%		18.2	%
SG&A %		10.7	%		12.5	%		11.6	%		14.8	%
Net Income (Loss) %		1.8	%		-25.8	%		2.2	%		-8.2	%
Effective Income Tax Rate (Benefit)		48.1	%		-9.5	%		25.3	%		-9.1	%

-more-

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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DUCOMMUN INCORPORATED AND SUBSIDARIES

COMPARATIVE DATA

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	Years Ended December 31,
	2012			2011
Assets
Current Assets:
Cash and cash equivalents	$	46,537		$	41,449
Accounts receivable (less allowance for doubtful accounts of $566 and $488)		97,300			96,174
Unbilled receivables		3,556			3,286
Inventories		148,318			154,503
Production cost of contracts		17,960			18,711
Deferred income taxes		10,459			12,020
Other current assets		10,441			14,648

Total Current Assets		334,571			340,791
Property and Equipment, Net		98,383			98,477
Goodwill		161,940			163,845
Intangibles		176,356			187,854
Other Assets		13,824			17,120

Total Assets	$	785,074		$	808,087

Liabilities and Shareholders’ Equity
Current Liabilities:
Current portion of long-term debt	$	3,042		$	1,960
Accounts payable		52,578			60,675
Accrued liabilities		52,716			53,823

Total Current Liabilities		108,336			116,458
Long-Term Debt, Less Current Portion		362,702			390,280
Deferred Income Taxes		67,808			72,043
Other Long-Term Liabilities		23,553			25,022

Total Liabilities		562,399			603,803

Commitments and Contingencies
Shareholders’ Equity:
Common stock — $.01 par value; authorized 35,000,000 shares; issued 10,738,065 shares in 2012 and 10,683,863 shares in 2011		107			107
Treasury stock — held in treasury 143,300 shares in 2012 and 2011		(1,924	)		(1,924	)
Additional paid-in capital		66,475			64,378
Retained earnings		165,485			149,048
Accumulated other comprehensive loss		(7,468	)		(7,325	)

Total Shareholders’ Equity		222,675			204,284

Total Liabilities and Shareholders’ Equity	$	785,074		$	808,087

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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DUCOMMUN INCORPORATED AND SUBSIDIARIES

BUSINESS SEGMENT PERFORMANCE

(In thousands)

(Unaudited)


										%			%
				Fourth Quarters December 31,						of Net Sales			of Net Sales
	Change			2012			2011			2012			2011
Net Sales
Ducommun AeroStructures (DAS)		19.3	%	$	82,150		$	68,870			42.4	%		36.6	%
Ducommun LaBarge Technologies (DLT)		-6.4	%		111,742			119,368			57.6	%		63.4	%

Total Net Sales		3.0	%	$	193,892		$	188,238			100.0	%		100.0	%

Segment Operating Income (Loss) ⁽¹⁾
Ducommun AeroStructures (DAS)				$	7,217		$	3,385			8.8	%		4.9	%
Ducommun LaBarge Technologies (DLT) ⁽²⁾⁽⁵⁾					11,438			(45,520	)		10.2	%		(38.1	%)

					18,655			(42,135	)
Corporate General and Administrative Expenses ⁽³⁾⁽⁴⁾					(3,953	)		(3,290	)		(2.0	%)		(1.7	%)

Total Operating Income (Loss)				$	14,702		$	(45,425	)		7.6	%		(24.1	%)

EBITDA⁽¹⁾
Ducommun AeroStructures (DAS)
Operating Income				$	7,217		$	3,385
Depreciation and Amortization					3,113			2,241

					10,330			5,626			12.6	%		8.2	%
Ducommun LaBarge Technologies (DLT)
Operating Income (Loss) ⁽²⁾					11,438			(45,520	)
Depreciation and Amortization					4,795			4,718

					16,233			(40,802	)		14.5	%		(34.2	%)
Corporate General and Administrative Expenses⁽³⁾⁽⁴⁾
Operating Loss					(3,953	)		(3,290	)
Depreciation and Amortization					44			22

					(3,909	)		(3,268	)

EBITDA				$	22,654		$	(38,444	)

Adjusted EBITDA - Excluding Goodwill Impairment
Merger-related transaction expenses ⁽³⁾⁽⁴⁾				$	—		$	609
Merger-related change-in-control compensation expenses⁽⁵⁾					—			1,369
Goodwill Impairment					—			54,273

					—			56,251

Adjusted EBITDA - Excluding Goodwill Impairment				$	22,654		$	17,807			11.7	%		9.5	%

Capital Expenditures
Ducommun AeroStructures (DAS)				$	1,590		$	1,826
Ducommun LaBarge Technologies (DLT)					1,888			1,485
Corporate Administration					5			39

Total Capital Expenditures				$	3,483		$	3,350

⁽¹⁾	Before certain allocated corporate overhead.

⁽²⁾	Includes approximately $54.3 million of goodwill impairment expense in the three months ended December 31, 2011.

⁽³⁾	Includes approximately $0.6 million of merger-related transaction expenses in 2011 related to the LaBarge Acquisition.

⁽⁴⁾	Includes investment banking, accounting, legal, tax and valuation expenses as a direct result of the LaBarge acquisition.

⁽⁵⁾	Includes approximately $1.4 million in 2011 of merger-related transaction costs resulting from a change-in-control provision for certain LaBarge key executives and employees arising in connection with the LaBarge Acquisition.

-more-

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Ducommun Incorporated Reports Fourth Quarter Results

March 4, 2013

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DUCOMMUN INCORPORATED AND SUBSIDIARIES

BUSINESS SEGMENT PERFORMANCE

(In thousands)

(Unaudited)


	Change			Years Ended December 31,						% of Net Sales 2012			% of Net Sales 2011
	Change			2012			2011			% of Net Sales 2012			% of Net Sales 2011
Net Sales
Ducommun AeroStructures (DAS)		5.9	%	$	309,982		$	292,759			41.5	%		50.4	%
Ducommun LaBarge Technologies (DLT)		51.7	%		437,055			288,155			58.5	%		49.6	%

Total Net Sales		28.6	%	$	747,037		$	580,914			100.0	%		100.0	%

Segment Operating Income (Loss) ⁽¹⁾
Ducommun AeroStructures (DAS)				$	28,792		$	25,798			9.3	%		8.8	%
Ducommun LaBarge Technologies (DLT) ⁽²⁾⁽⁵⁾					40,698			(33,390	)		9.3	%		(11.6	%)

					69,490			(7,592	)
Corporate General and Administrative Expenses ⁽³⁾⁽⁴⁾					(14,677	)		(26,535	)		(2.0	%)		(4.6	%)

Total Operating Income (Loss)				$	54,813		$	(34,127	)		7.3	%		(5.9	%)

EBITDA⁽¹⁾
Ducommun AeroStructures (DAS)
Operating Income				$	28,792		$	25,798
Depreciation and Amortization					10,313			9,953

					39,105			35,751			12.6	%		12.2	%
Ducommun LaBarge Technologies (DLT)
Operating Income (Loss) ⁽²⁾					40,698			(33,390	)
Depreciation and Amortization					18,934			11,445

					59,632			(21,945	)		13.6	%		(7.6	%)
Corporate General and Administrative Expenses ⁽³⁾⁽⁴⁾
Operating Loss					(14,677	)		(26,535	)
Depreciation and Amortization					166			60

					(14,511	)		(26,475	)

EBITDA				$	84,226		$	(12,669	)

Adjusted EBITDA - Excluding Goodwill Impairment
Merger-related transaction expenses ⁽³⁾⁽⁴⁾				$	268		$	12,394
Merger-related change-in-control compensation expenses⁽⁵⁾					434			3,743
Goodwill Impairment					—			54,273

					702			70,410

Adjusted EBITDA - Excluding Goodwill Impairment				$	84,928		$	57,741			11.4	%		9.9	%

Capital Expenditures
Ducommun AeroStructures (DAS)				$	7,950		$	8,798
Ducommun LaBarge Technologies (DLT)					7,809			5,454
Corporate Administration					54			284

Total Capital Expenditures				$	15,813		$	14,536

⁽¹⁾	Before certain allocated corporate overhead.

⁽²⁾	Includes approximately $54.3 million of goodwill impairment expense in the twelve months ended December 31, 2011.

⁽³⁾	Includes approximately $0.3 million of merger-related transaction expenses in 2012 and $12.4 million in 2011 related to the LaBarge Acquisition.

⁽⁴⁾	Includes investment banking, accounting, legal, tax and valuation expenses as a direct result of the LaBarge acquisition.

⁽⁵⁾	Includes approximately $0.4 million in 2012 and $3.7 million in 2011 of merger-related transaction costs resulting from a change-in-control provision for certain LaBarge key executives and employees arising in connection with the LaBarge Acquisition.

- # # # -

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