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): October 22, 2015
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 001-08174 | 95-0693330 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 23301 Wilmington Avenue, Carson, California |
90745-6209 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (310) 513-7200
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
Ducommun Incorporated issued a press release on October 22, 2015 in the form attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Exhibit Title or Description | |
| 99.1 | Ducommun Incorporated press release issued on October 22, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DUCOMMUN INCORPORATED (Registrant) | ||||
| Date: October 22, 2015 |
By: | /s/ Joseph P. Bellino | ||
| Joseph P. Bellino | ||||
| Vice President, Chief Financial Officer and Treasurer | ||||
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Ducommun to Record Third Quarter 2015 Charges
LOS ANGELES, California (October 22, 2015) – Ducommun Incorporated (NYSE: DCO) (“Ducommun” or the “Company”) today announced that it expects to recognize $22.7 million in one-time pretax charges during the third quarter of 2015, comprising the following: a $10.0 million charge for a regional jet program in the Ducommun AeroStructures segment, reflecting estimated cost overruns for the remaining contractual period; a previously disclosed $11.9 million loss on extinguishment of debt related to refinancing the Company’s debt; and $0.8 million of restructuring charges, reflecting costs associated with organizational realignments and the closure of two facilities. Total after-tax charges are expected to be $14.3 million, or approximately $1.28 per diluted share. The Company expects to realize annualized savings of approximately $15.0 million on the refinancing of the Company’s debt and approximately $2.0 million to $3.0 million by the facility closures.
With regard to the charge on the regional jet program, Anthony J. Reardon, the Company’s chairman and chief executive officer, stated, “This action reflects the remainder of the contract, through 2016, as we have not reached agreement on sufficient price adjustments with the customer. We have been unable to reduce costs sufficiently to meet our targets and, therefore, the program remains unprofitable.
“We are streamlining our operations and consolidating certain facilities and functions to reduce costs and enhance margins, resulting in the associated restructuring charge. We continue to strategically review our overall footprint – as well as our product portfolio – and are taking additional actions to operate more efficiently and ensure long-term growth and sustainable margins.”
About Ducommun Incorporated
Founded in 1849, Ducommun Incorporated provides engineering and manufacturing services to the aerospace, defense, and other industries through a wide spectrum of electronic and structural applications. The Company is an established supplier of critical components and assemblies for commercial aircraft and military and space vehicles as well as for the energy market, medical field, and industrial automation. It operates through two primary business units – Ducommun AeroStructures (DAS) and Ducommun LaBarge Technologies (DLT). Additional information can be found at www.ducommun.com.
Statements contained in this press release regarding other than recitation of historical facts are forward-looking statements. These statements are identified by words such as “may,” “will,” “ begin,” “ look forward,” “expect,” “believe,” “intend,” “anticipate,” “should,” “potential,” “estimate,” “continue,” “momentum” and other words referring to events to occur in the future. These statements reflect the Company’s current view of future events and are based on its assessment of, and are subject to,
a variety of risks and uncertainties beyond its control, including, but not limited to, the state of the world financial, credit, commodities and stock markets, and uncertainties regarding the Company, its businesses and the industries in which it operates, which are described in the Company’s filings with the Securities and Exchange Commission. The Company is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.
CONTACTS:
Joseph P. Bellino, Vice President and Chief Financial Officer, 310.513.7211
Chris Witty, Investor Relations, 646.438.9385, cwitty@darrowir.com
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| Ducommun to Record Third Quarter 2015 Charges |
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