0001628280-24-045949 | 10-Q | XBRL Viewer

Accrued and Other Liabilities

9 Months Ended

Sep. 28, 2024

The components of accrued and other liabilities were as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Accrued compensation	$	33,035	$	35,574
Accrued income tax and sales tax	3,164		177



Other	9,927		6,509
Total	$	46,126	$	42,260

Business Combinations (Tables)

9 Months Ended

Sep. 28, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


	Estimated Fair Value
Cash	$	2,656
Accounts receivable	4,149
Inventories	12,011
Other current assets	891
Property and equipment	2,632
Operating lease right-of-use assets	874
Intangible assets	55,500
Goodwill	41,193

Total assets acquired	119,906
Current liabilities	(2,145)

Other non-current liabilities	(727)
Total liabilities assumed	(2,872)
Total purchase price allocation	$	117,034

Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination


	Useful Life (In years)	Estimated Fair Value (In thousands)
Intangible assets:
Technology	23	$	35,600
Customer relationships	10-22	15,000
Trade name	18	4,900
		$	55,500

Business Segment Information - Narrative (Details)	9 Months Ended
Business Segment Information - Narrative (Details)	Sep. 28, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	2
Number of operating segments	2

Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Amortization of actuarial losses, net of tax	$ 14	$ 13	$ 43	$ 40
Unrealized gain on cash flow hedge, tax expense (benefit)	$ (1,543)	$ 1,413	$ (806)	$ 1,719

Business Segment Information

9 Months Ended

Sep. 28, 2024

Segment Reporting [Abstract]

Business Segment Information

We supply products and services primarily to the aerospace and defense industries. Our subsidiaries are organized into two strategic businesses, Electronic Systems and Structural Systems, each of which is a reportable operating segment.

Financial information by reportable operating segment was as follows:


	(Dollars in thousands) Three Months Ended				(Dollars in thousands) Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net Revenues
Electronic Systems	$	115,412	$	110,707	$	324,391	$	323,457
Structural Systems	86,000		85,543		264,868		241,304
Total Net Revenues	$	201,412	$	196,250	$	589,259	$	564,761
Segment Operating Income (1)
Electronic Systems	$	18,910	$	12,710	$	54,685	$	32,249
Structural Systems	8,289		6,743		21,716		16,873
	27,199		19,453		76,401		49,122
Corporate General and Administrative Expenses (2)	(11,933)		(10,844)		(34,589)		(29,136)
Total Operating Income	$	15,266	$	8,609	$	41,812	$	19,986
Depreciation and Amortization Expenses
Electronic Systems	$	3,575	$	3,567	$	10,869	$	10,626
Structural Systems	4,849		4,852		14,058		13,619
Corporate Administration	107		59		202		176
Total Depreciation and Amortization Expenses	$	8,531	$	8,478	$	25,129	$	24,421
Capital Expenditures
Electronic Systems	$	1,011	$	978	$	2,950	$	4,752
Structural Systems	1,295		3,802		4,172		11,043
Corporate Administration	—		—		3,024		—
Total Capital Expenditures	$	2,306	$	4,780	$	10,146	$	15,795

(1)The results for the three months and nine months ended September 28, 2024 include BLR’s results of operations, which have been included in our condensed consolidated statements of income since the date of acquisition as part of the Structural Systems segment. See Note 2.

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

Segment assets include assets directly identifiable to or allocated to each segment. Our segment assets are as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Total Assets
Electronic Systems	$	516,562	$	505,371
Structural Systems (1)	549,065		552,641
Corporate Administration (2)	64,290		62,907
Total Assets	$	1,129,917	$	1,120,919
Goodwill and Intangibles
Electronic Systems	$	166,247	$	173,214
Structural Systems (1)	232,132		237,729
Total Goodwill and Intangibles	$	398,379	$	410,943

(1)In April 2023, we acquired 100.0% of the outstanding equity interests of BLR for an initial purchase price of $115.0 million, net of cash acquired. We allocated the gross purchase price of $117.0 million to the assets acquired and liabilities assumed at their estimated fair values. The excess of the purchase price over the aggregate fair values of the net assets was recorded as goodwill. See Note 2.

(2)Includes assets not specifically identified to or allocated to either the Electronic Systems or Structural Systems operating segments, including cash and cash equivalents.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Business Segment Information - Financial Information by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Net Revenues	$ 201,412	$ 196,250	$ 589,259	$ 564,761
Segment Operating Income	15,266	8,609	41,812	19,986
Depreciation and Amortization Expenses	8,531	8,478	25,129	24,421
Capital Expenditures	2,306	4,780	10,146	15,795
Operating segments
Segment Reporting Information [Line Items]
Net Revenues	201,412	196,250	589,259	564,761
Segment Operating Income	27,199	19,453	76,401	49,122
Segment reconciling items
Segment Reporting Information [Line Items]
Corporate General and Administrative Expenses	(11,933)	(10,844)	(34,589)	(29,136)
Corporate Administration
Segment Reporting Information [Line Items]
Depreciation and Amortization Expenses	107	59	202	176
Capital Expenditures	0	0	3,024	0
Electronic Systems
Segment Reporting Information [Line Items]
Net Revenues	115,412	110,707	324,391	323,457
Electronic Systems \| Operating segments
Segment Reporting Information [Line Items]
Net Revenues	115,412	110,707	324,391	323,457
Segment Operating Income	18,910	12,710	54,685	32,249
Depreciation and Amortization Expenses	3,575	3,567	10,869	10,626
Capital Expenditures	1,011	978	2,950	4,752
Structural Systems
Segment Reporting Information [Line Items]
Net Revenues	86,000	85,543	264,868	241,304
Structural Systems \| Operating segments
Segment Reporting Information [Line Items]
Net Revenues	86,000	85,543	264,868	241,304
Segment Operating Income	8,289	6,743	21,716	16,873
Depreciation and Amortization Expenses	4,849	4,852	14,058	13,619
Capital Expenditures	$ 1,295	$ 3,802	$ 4,172	$ 11,043

Summary of Significant Accounting Policies - Weighted Average Number of Shares Outstanding Used to Compute Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Jun. 29, 2024	Jul. 01, 2023	Sep. 28, 2024	Sep. 30, 2023
Accounting Policies [Abstract]
Net income	$ 10,148	$ 3,213	$ 14,573	$ 7,605	$ 24,721	$ 10,818
Weighted-average number of common shares outstanding
Basic weighted-average common shares outstanding (in shares)	14,806	14,625			14,758	13,408
Dilutive potential common shares (in shares)	233	189			223	253
Diluted weighted-average common shares outstanding (in shares)	15,039	14,814			14,981	13,661
Earnings per share
Basic (in dollars per share)	$ 0.69	$ 0.22			$ 1.68	$ 0.81
Diluted (in dollars per share)	$ 0.67	$ 0.22			$ 1.65	$ 0.79

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Indemnifications	9 Months Ended
Indemnifications	Sep. 28, 2024
Disclosure of Guarantees and Indemnifications [Abstract]
Indemnifications	Indemnifications We have made guarantees and indemnities under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. Additionally, we indemnify our directors and officers to the maximum extent permitted under the laws of the State of Delaware and have a directors and officers insurance policy that may reduce our exposure in certain circumstances and may enable us to recover a portion of future amounts that may be payable, if any. Moreover, in connection with certain performance center leases, we have indemnified our lessors for certain claims arising from the performance center or the lease. The duration of the guarantees and indemnities varies and, in many cases, is indefinite but subject to applicable statutes of limitations. The majority of guarantees and indemnities do not provide any limitations on the maximum potential future payments we could be obligated to make. Historically, payments related to these guarantees and indemnities have been immaterial. We estimate the fair value of our indemnification obligations as insignificant based on this history and insurance coverage and have, therefore, not recorded any liability for these guarantees and indemnities in the accompanying condensed consolidated balance sheets.

Business Combinations - Estimated Fair Value of Intangible Assets Acquired (Details) - BLR Aerospace, LLLC $ in Thousands	Apr. 30, 2023 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 55,500
Technology
Business Acquisition [Line Items]
Useful Life (In years)	23 years
Finite-lived intangibles	$ 35,600
Customer relationships
Business Acquisition [Line Items]
Finite-lived intangibles	$ 15,000
Customer relationships \| Minimum
Business Acquisition [Line Items]
Useful Life (In years)	10 years
Customer relationships \| Maximum
Business Acquisition [Line Items]
Useful Life (In years)	22 years
Trade name
Business Acquisition [Line Items]
Useful Life (In years)	18 years
Finite-lived intangibles	$ 4,900

Goodwill

9 Months Ended

Sep. 28, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

We perform our annual goodwill impairment test as of the first day of the fourth quarter. If certain factors occur, including significant underperformance of our business relative to expected operating results, significant adverse economic and industry trends, a significant decline in our market capitalization for an extended period of time relative to net book value, a decision to divest individual businesses within a reporting unit, or a decision to group individual businesses differently, we may be required to perform an interim impairment test prior to the fourth quarter.

We may use either a qualitative or quantitative approach when testing a reporting unit’s goodwill for impairment. The qualitative approach for potential impairment analysis to determine whether it is more likely than not that the fair value of a reporting unit was less than its carrying amount.

The quantitative approach for potential impairment analysis is performed by comparing the fair value of a reporting unit to its carrying value, including goodwill. Fair value is estimated by management using a combination of the income approach (which is based on a discounted cash flow model) and market approach. Management’s cash flow projections include significant judgments and assumptions, including the amount and timing of expected cash flows, long-term growth rates, and discount rates. The cash flows used in the discounted cash flow model are based on our best estimate of future revenues, gross margins, and adjusted after-tax earnings. If any of these assumptions are incorrect, it will impact the estimated fair value of a reporting unit. The market approach also requires management judgment in selecting comparable business acquisitions and the transaction values observed and its related control premiums.

No material adverse factors/changes have occurred since the fourth quarter of 2023 that would require us to perform another qualitative or quantitative assessment. As such, for the third quarter of 2024, it was also not more likely than not that the fair values of the reporting units were less than their carrying amounts and thus, the respective goodwill amounts were not deemed to be impaired.

In April 2023, we completed the acquisition of BLR. The excess of the purchase price over the aggregate fair values of the net assets was recorded as goodwill. See Note 2 for further information.

The carrying amounts of our goodwill were as follows:


	(Dollars in thousands)
	Electronic Systems		Structural Systems		Consolidated Ducommun
Gross goodwill	$	199,157	$	127,165	$	326,322
Accumulated goodwill impairment	(81,722)		—		(81,722)
Balance at December 31, 2023	$	117,435	$	127,165	$	244,600

Balance at September 28, 2024	$	117,435	$	127,165	$	244,600

Commitments and Contingencies (Details) ft² in Thousands	1 Months Ended	3 Months Ended		36 Months Ended
Commitments and Contingencies (Details) ft² in Thousands	Jan. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jul. 01, 2023 USD ($)	Jul. 01, 2023 USD ($)	Sep. 28, 2024 USD ($)	Jan. 22, 2023 ft²	Jul. 02, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2020 ft² building
Loss Contingencies [Line Items]
Estimated litigation liability							$ 900,000	$ 800,000
Payment for legal settlement		$ 300,000
Estimated litigation liability, additional amount					$ 0		$ 100,000
Loss contingency, receivable, proceeds			$ 300,000
Gain contingencies related to loss on operating assets			3,900,000
Loss contingency, property and equipment write off			200,000
Loss contingency, deductions from proceeds			100,000
County of San Bernardino
Loss Contingencies [Line Items]
Payment for legal settlement	$ 900,000
El Mirage and Monrovia, California \| Structural Systems
Loss Contingencies [Line Items]
Reserve for estimated liability		1,500,000			1,500,000
West Covina, California \| Structural Systems
Loss Contingencies [Line Items]
Reserve for estimated liability		$ 400,000			400,000
West Covina, California \| Structural Systems \| Minimum
Loss Contingencies [Line Items]
Possible loss					400,000
West Covina, California \| Structural Systems \| Maximum
Loss Contingencies [Line Items]
Possible loss					$ 3,100,000
Facility fire in Guaymas, Mexico
Loss Contingencies [Line Items]
Real estate property (in sqft) \| ft²						117
Loss contingency, receivable, proceeds			$ 3,800,000
Aggregate loss proceeds				$ 23,700,000
Facility fire in Guaymas, Mexico \| Damage from facility fire
Loss Contingencies [Line Items]
Number of buildings \| building									2
Real estate property (in sqft) \| ft²									62
Facility fire in Guaymas, Mexico \| Business interruption
Loss Contingencies [Line Items]
Aggregate loss proceeds				7,500,000
Facility fire in Guaymas, Mexico \| Property, equipment, inventories and tooling
Loss Contingencies [Line Items]
Aggregate loss proceeds				$ 16,200,000

Long-Term Debt (Tables)

9 Months Ended

Sep. 28, 2024

Debt Disclosure [Abstract]

Schedule of Long Term Debt

Long-term debt and the current period interest rates were as follows:


	(Dollars in thousands)
	September 28, 2024			December 31, 2023
Term loan	$	239,063		$	242,188
Revolving credit facility	18,800			23,800



Total debt	257,863			265,988
Less current portion	(10,938)			(7,813)
Total long-term debt, less current portion	246,925			258,175
Less debt issuance costs - term loan	(937)			(1,214)
Total long-term debt, net of debt issuance costs - term loan	$	245,988		$	256,961
Debt issuance costs - revolving credit facility (1)	$	1,384		$	1,761
Weighted-average interest rate	7.35		%	7.53		%

(1) Included as part of other assets.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Inventories (Tables)

9 Months Ended

Sep. 28, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Raw materials and supplies	$	153,769	$	174,624
Work in process	28,193		22,060
Finished goods	3,811		2,517


Total	$	185,773	$	199,201

Summary of Significant Accounting Policies

9 Months Ended

Sep. 28, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Description of Business

We are a leading global provider of innovative, value-added proprietary products and manufacturing solutions for high-performance products and high-cost-of failure applications used primarily in the aerospace and defense (“A&D”), industrial, medical and other industries (collectively, “Industrial”). Our operations are organized into two primary businesses: the Electronic Systems segment (“Electronic Systems”) and the Structural Systems segment (“Structural Systems”), each of which is a reportable operating segment. Electronic Systems designs, engineers and manufactures high-reliability electronic and electromechanical products used in worldwide technology-driven markets including A&D and Industrial end-use markets. Electronic Systems’ product offerings primarily range from prototype development to complex assemblies. Structural Systems designs, engineers and manufactures large, complex contoured aerostructure components and assemblies and supplies composite and metal bonded structures and assemblies. Structural Systems’ products are primarily used on commercial aircraft, military fixed-wing aircraft, and military and commercial rotary-wing aircraft. Both reportable operating segments follow the same accounting principles.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of Ducommun Incorporated and its subsidiaries (“Ducommun,” the “Company,” “we,” “us” or “our”), after eliminating intercompany balances and transactions. The December 31, 2023 condensed consolidated balance sheet data was derived from audited financial statements, but does not contain all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”).

Our significant accounting policies were described in Part IV, Item 15(a)(1), “Note 1. Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The financial information included in this Quarterly Report on Form 10-Q (“Form 10-Q”) should be read in conjunction with the 2023 Form 10-K.

In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary to fairly state our condensed consolidated financial position, statements of income, comprehensive income, changes in shareholders’ equity, and cash flows in accordance with GAAP for the periods covered by this Form 10-Q. The results of operations for the three and nine months ended September 28, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024.

Our fiscal quarters typically end on the Saturday closest to the end of March, June and September for the first three fiscal quarters of each year, and on December 31 for our fourth fiscal quarter. As a result of using fiscal quarters for the first three quarters combined with leap years, our first and fourth fiscal quarters can range between 12 1/2 weeks to 13 1/2 weeks while the second and third fiscal quarters remain at a constant 13 weeks per fiscal quarter.

Certain reclassifications have been made to prior period amounts to conform to the current year’s presentation.

Use of Estimates

Certain amounts and disclosures included in the unaudited condensed consolidated financial statements require management to make estimates and judgments that affect the amounts of assets, liabilities (including contract liabilities), revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

New Board of Directors

Subsequent to our quarter ended September 28, 2024, effective as of November 5, 2024, we appointed two new independent directors, Daniel G. Korte and Daniel L. Boehle, to the Board.

Unsolicited Non-Binding Indication of Interest

On April 8, 2024, our Board of Directors (“BOD”) confirmed receipt of the first unsolicited non-binding indication of interest dated April 1, 2024 (“First IOI”) from Albion River LLC (“Albion”), a private direct investment firm. Albion expressed interest in acquiring all the outstanding shares of Ducommun for $60.00 per share in cash. On April 16, 2024, we issued a press release

responding to the First IOI that the BOD had unanimously determined it was not in the best interests of Ducommun and Ducommun shareholders to pursue further discussions regarding the proposal.

On July 15, 2024, our BOD received an unsolicited revised non-binding indication of interest from Albion (“Second IOI”), to acquire all outstanding shares of Ducommun for $65.00 per share in cash. On July 25, 2024, we issued a press release responding to the Second IOI that the BOD had unanimously determined it was not in the best interests of Ducommun and Ducommun shareholders to pursue further discussions regarding the revised proposal.

Supplemental Cash Flow Information


	(Dollars in thousands)
	Nine Months Ended
	September 28, 2024		September 30, 2023
Interest paid, net	$	9,452	$	14,528
Taxes paid, net	$	8,194	$	10,322
Non-cash activities:
Purchases of property and equipment not paid	$	674	$	958

Earnings Per Share

Basic earnings per share are 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 by the weighted-average number of common shares outstanding, plus any potentially dilutive shares that could be issued if exercised or converted into common stock in each period.

The net income and weighted-average common shares outstanding used to compute earnings per share were as follows:


	(Dollars in thousands, except per share data)				(Dollars in thousands, except per share data)
	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net income	$	10,148	$	3,213	$	24,721	$	10,818
Weighted-average number of common shares outstanding
Basic weighted-average common shares outstanding	14,806		14,625		14,758		13,408
Dilutive potential common shares	233		189		223		253
Diluted weighted-average common shares outstanding	15,039		14,814		14,981		13,661
Earnings per share
Basic	$	0.69	$	0.22	$	1.68	$	0.81
Diluted	$	0.67	$	0.22	$	1.65	$	0.79

Potentially dilutive stock awards, as shown below, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. However, these awards may be potentially dilutive common shares in the future.

(In thousands)

Three Months Ended

Nine Months Ended

September 28,
2024

September 30,
2023

September 28,
2024

September 30,
2023

Stock options and stock units

Fair Value

Assets and liabilities that are measured, recorded or disclosed at fair value on a recurring basis are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. Level 1, the highest level, refers to the values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant observable inputs. Level 3, the lowest level, includes fair values estimated using significant unobservable inputs.

We have money market funds which are included as cash and cash equivalents. We also have forward interest rate swap agreements and the fair value of the forward interest rate swap agreements was determined using pricing models that use observable market inputs as of the balance sheet date, a Level 2 measurement.

There were no transfers between Level 1, Level 2, or Level 3 financial instruments in the three months ended September 28, 2024.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid instruments purchased with original maturities of three months or less. These assets are valued at cost, which approximates fair value, and we classify as Level 1. See Fair Value above.

Derivative Instruments

We recognize derivative instruments on our condensed consolidated balance sheets at their fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, or a derivative instrument that will not be accounted for using hedge accounting methods. In November 2021, we entered into forward interest rate swap agreements with an aggregate notional amount of $150.0 million, all with an effective date of January 1, 2024 (“Forward Interest Rate Swaps”), to manage our exposure to interest rate movements on a portion of our debt. At the time we entered into the Forward Interest Rate Swaps, there was a high probability of forecasted interest payments on our debts occurring and the swaps were highly effective in offsetting those interest payments; therefore, we elected to apply cash flow hedge accounting. In July 2022, as a result of refinancing all our existing debt, which allowed borrowing based on a Secured Overnight Financing Rate (“SOFR”), we were required to complete an amendment of the Forward Interest Rate Swaps from One Month London Interbank Offered Rate (“LIBOR”) to One Month Term SOFR (“Amended Forward Interest Rate Swaps”), which occurred on the same day. After the transition of the Forward Interest Rate Swaps and debt to SOFR was completed, we determined the hedging relationships were still highly effective as of the amendment date. See Note 4 and Note 8. As of September 28, 2024, all of our derivative instruments were designated as cash flow hedges.

We record changes in the fair value of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge in other comprehensive income (loss), net of tax until our earnings are affected by the variability of cash flows of the underlying hedged item. We report changes in the fair values of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments in the condensed consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument. Prior to the Amended Forward Interest Rate Swaps being effective on January 1, 2024, we only recorded the changes in fair value of the derivative instruments that were highly effective and that were designated and qualified as cash flow hedges prior to the effective date. See Note 4.

When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. In all situations in which we discontinue hedge accounting and the derivative instrument remains outstanding, we will carry the derivative instrument at its fair value on our condensed consolidated balance sheets and recognize subsequent changes in its fair value in our current period earnings.

Inventories

Inventories are stated at the lower of cost or net realizable value with cost being determined using a moving average cost basis for raw materials and actual cost for work-in-process and finished goods. The majority of our inventory is charged to cost of sales as raw materials are placed into production. Inventoried costs include raw materials, outside processing, direct labor and allocated overhead, adjusted for any abnormal amounts of idle performance center expense, freight, handling costs, and wasted materials (spoilage) incurred. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. The majority of our revenues are recognized over time, however, for revenue contracts where revenue is recognized using the point in time method, inventory is not reduced until it is shipped or transfer of control to the customer has occurred. Our ending inventory consists of raw materials, work-in-process, and finished goods.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income, as reflected on the condensed consolidated balance sheets under the equity section, was comprised of cumulative pension and retirement liability adjustments, net of tax, and change in net unrealized gains and losses on cash flow hedges, net of tax.

Revenue Recognition

Our customers typically engage us to manufacture products based on designs and specifications provided by the end-use customer. This requires the building of tooling and manufacturing first article inspection products (prototypes) before volume manufacturing. Contracts with our customers generally include a termination for convenience clause.

We have a significant number of contracts that are started and completed within the same year, as well as contracts derived from long-term agreements and programs that can span several years. We recognize revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), which utilizes a five-step model.

The definition of a contract for us is typically defined as a customer purchase order as this is when we achieve an enforceable right to payment. The majority of our contracts are firm fixed-price contracts. The deliverables within a customer purchase order are analyzed to determine the number of performance obligations. In addition, at times, in order to achieve economies of scale and based on our customer’s forecasted demand, we may build in advance of receiving a purchase order from our customer. When that occurs, we would not recognize revenue until we have received the customer purchase order.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred and the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services are highly interrelated or met the series guidance. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service.

We manufacture most products to customer specifications, and the product cannot be easily modified for another customer. As such, these products are deemed to have no alternative use once the manufacturing process begins. In the event the customer invokes a termination for convenience clause, we would be entitled to costs incurred to date plus a reasonable profit. Contract costs typically include labor, materials, overhead, and when applicable, subcontractor costs. For most of our products, we are building assets with no alternative use and have enforceable right to payment, and thus, we recognize revenue using the over time method.

The majority of our performance obligations are satisfied over time as work progresses. Typically, revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, also known as cost-to-cost plus reasonable profit) to measure progress. Our typical revenue contract is a firm fixed price contract, and the cost of raw materials could make up a significant amount of the total costs incurred. As such, we believe using the total costs incurred input method would be the most appropriate method. While the cost of raw materials could make up a significant amount of the total costs incurred, there is a direct relationship between our inputs and the transfer of control of goods or services to the customer.

Contract estimates, known as estimates at completion, are based on various assumptions to project the outcome of future events that can span multiple months or years. These assumptions include among others, labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; overhead cost rates; and the performance of subcontractors. As a significant change in one or more of these estimates could affect the progress completed (and related profitability) on our contracts, we review and update our contract-related estimates on a regular basis. We recognize such adjustments under the cumulative catch-up method. Under this method, the impact of the adjustment is recognized in the period the adjustment is identified. In any given reporting period, we have a large number of active contracts, which we have defined as a customer purchase order, and changes in estimates may occur on a significant number of these contracts. Given the significant number of contracts that we may have at any given point in time, the varied nature of products produced under such contracts, and the different assumptions, facts and circumstances associated with each individual contract, and the fact that such changes at the contract level are typically not material, we disclose cumulative catch-up adjustments on a net basis.

Net cumulative favorable and unfavorable catch-up adjustments to contracts had the following impact on our operating results:


	(Dollars in thousands)				(Dollars in thousands)
	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Total net revenues	$	(1,054)	$	(549)	$	(2,602)	$	(7,989)
Operating income	$	(1,054)	$	(549)	$	(2,602)	$	(7,989)

Payments under long-term contracts may be received before or after revenue is recognized. When revenue is recognized before we bill our customer, a contract asset is created for the work performed but not yet billed. Similarly, when we receive payment

before we ship our products to our customer and have met the shipping terms, a contract liability is created for the advance or progress payment. When a contract liability and a contract asset exist on the same contract, we report it on a net basis.

We record provisions for the total anticipated losses on contracts, considering total estimated costs to complete the contract compared to total anticipated revenues, in the period in which such losses are identified. The provisions for estimated losses on contracts require us to make certain estimates and assumptions, including those with respect to the future revenue under a contract and the future cost to complete the contract. Our estimate of the future cost to complete a contract may include assumptions as to changes in manufacturing efficiency, operating and material costs, and our ability to resolve claims and assertions with our customers. If any of these or other assumptions and estimates do not materialize in the future, we may be required to adjust the provisions for estimated losses on contracts. The provision for estimated losses on contracts is included as part of contract liabilities on the condensed consolidated balance sheets. As of September 28, 2024 and December 31, 2023, provision for estimated losses on contracts were $3.7 million and $5.4 million, respectively. It is reasonably possible we may incur additional losses in the future.

Production cost of contracts includes non-recurring production costs, such as design and engineering costs, and tooling and other special-purpose machinery necessary to build parts as specified in a contract. Production costs of contracts are recorded to cost of sales using the over time revenue recognition model. We review the value of the production cost of contracts on a quarterly basis to ensure when added to the estimated cost to complete, the value is not greater than the estimated realizable value of the related contracts. As of September 28, 2024 and December 31, 2023, production cost of contracts were $5.7 million and $7.8 million, respectively.

Contract Assets and Contract Liabilities

Contract assets consist of our right to payment for work performed but not yet billed. Contract assets are transferred to accounts receivable when we bill our customers. We bill our customers when we ship the products and meet the shipping terms within the revenue contract. Contract liabilities consist of advance or progress payments received from our customers prior to the time transfer of control occurs plus the estimated losses on contracts. When a contract liability and a contract asset exist on the same contract, we report it on a net basis.

Contract assets and contract liabilities from revenue contracts with customers are as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Contract assets	$	221,434	$	177,686
Contract liabilities	$	36,875	$	53,492

The increase in our contract assets as of September 28, 2024 compared to December 31, 2023 was primarily due to a net increase of products in work in process in the current period.

The decrease in our contract liabilities as of September 28, 2024 compared to December 31, 2023 was primarily due to a net decrease of advance or progress payments received from our customers in the current period. We recognized $30.6 million of the contract liabilities as of December 31, 2023 as revenues during the nine months ended September 28, 2024.

Performance obligations are defined as customer placed purchase orders (“POs”) with firm fixed price and firm delivery dates. Our remaining performance obligations as of September 28, 2024 totaled $957.0 million. Of the remaining performance obligations as of September 28, 2024, we anticipate recognizing an estimated 65% of our remaining performance obligations as revenue during the next 12 months with the remaining performance obligations being recognized in the remainder of 2025 and beyond.

Revenue by Category

In addition to the revenue categories disclosed above, the following table reflects our revenue disaggregated by major end-use market:


	(Dollars in thousands)				(Dollars in thousands)
	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Consolidated Ducommun
Military and space	$	111,402	$	104,806	$	310,869	$	299,846
Commercial aerospace	84,626		81,791		251,186		230,375
Industrial	5,384		9,653		27,204		34,540
Total	$	201,412	$	196,250	$	589,259	$	564,761

Electronic Systems
Military and space	$	85,433	$	75,580	$	227,925	$	220,679
Commercial aerospace	24,595		25,474		69,262		68,238
Industrial	5,384		9,653		27,204		34,540
Total	$	115,412	$	110,707	$	324,391	$	323,457

Structural Systems
Military and space	$	25,969	$	29,226	$	82,944	$	79,167
Commercial aerospace	60,031		56,317		181,924		162,137
Total	$	86,000	$	85,543	$	264,868	$	241,304

Recent Accounting Pronouncements

Recently Issued Accounting Standards

In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”), which removed references to various FASB Concepts Statements and updates technical corrections such as conforming amendments, clarification to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The new guidance is effective for fiscal years beginning after December 15, 2024, which is our annual period beginning January 1, 2025. Early adoption is permitted. We are evaluating the impact of this standard.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides more transparency about tax information primarily related to the rate reconciliation and the income taxes paid. The new guidance is effective for fiscal years beginning after December 15, 2024, which will be our annual period beginning January 1, 2025. Early adoption is permitted. We are evaluating the impact of this standard.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, which is our annual period beginning January 1, 2024, and interim periods within fiscal years beginning after December 15, 2024, which will be our interim period beginning January 1, 2025. Early adoption is permitted. We will be implementing the requirements of this standard in our Annual Report on Form 10-K for 2024.

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which incorporates updates to the Accounting Standards Codification to align certain SEC disclosure requirements. The amendments impact a variety of topics but are relatively narrow in nature. For entities required to comply with the SEC’s existing disclosure requirements, the effective date for each amendment will be the effective date of the removal of the disclosure requirement from SEC Regulation S-X or SEC Regulation S-K, with early adoption prohibited. The amendments should be applied prospectively. We are evaluating the impact of this standard.

Derivative Financial Instruments - Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023	Dec. 31, 2023	Nov. 30, 2021
Derivatives, Fair Value [Line Items]
Pre-tax deferred gains			$ 2,900
Interest rate contract \| Cash flow hedging
Derivatives, Fair Value [Line Items]
Notional amount	$ 150,000		150,000		$ 150,000
Interest rate contract \| Cash flow hedging \| Other comprehensive income (loss)
Derivatives, Fair Value [Line Items]
Gains recognized in other comprehensive income, net of tax:	(5,060)	$ 4,537	(2,648)	$ 5,523
Interest rate contract \| Cash flow hedging \| Other current assets
Derivatives, Fair Value [Line Items]
Fair value	3,143		3,143		4,046
Interest rate contract \| Cash flow hedging \| Other assets
Derivatives, Fair Value [Line Items]
Fair value	9,419		9,419		$ 11,595
Interest rate swap
Derivatives, Fair Value [Line Items]
Notional amount						$ 150,000
Interest rate swap \| Cash flow hedging
Derivatives, Fair Value [Line Items]
Gains recognized in AOCI	$ 1,350	$ 0	$ 4,048	$ 0

Summary of Significant Accounting Policies - Weighted Average Number of Shares Outstanding Excluded from Computation of Diluted Earnings (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Stock options and stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options and stock units (in shares)	2	82	50	45

Restructuring Activities - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		30 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 1,924	$ 3,811	$ 4,548	$ 12,750
Cost of Sales	148,736	$ 151,648	438,401	$ 443,270
Severance and benefits
Restructuring Cost and Reserve [Line Items]
Restructuring charges					$ 10,000
Property and equipment accelerated depreciation due to restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges					300
Inventory write down
Restructuring Cost and Reserve [Line Items]
Cost of Sales					300
Other restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges					200
2022 Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1,900		5,405
Cumulative restructuring charges					26,900
Cost of Sales			900
Cumulative cost of sales					1,700
Restructuring reserve	3,426		3,426		3,426	$ 5,389
2022 Restructuring Plan \| Severance and benefits
Restructuring Cost and Reserve [Line Items]
Restructuring charges			2,116
Restructuring reserve	3,426		3,426		3,426	5,389
2022 Restructuring Plan \| Severance and benefits \| Electronic Systems
Restructuring Cost and Reserve [Line Items]
Restructuring charges	100		400
2022 Restructuring Plan \| Severance and benefits \| Structural Systems
Restructuring Cost and Reserve [Line Items]
Restructuring charges	700		1,700
Other restructuring charges					7,600
2022 Restructuring Plan \| Property and equipment accelerated depreciation due to restructuring \| Structural Systems
Restructuring Cost and Reserve [Line Items]
Other restructuring charges					2,000
2022 Restructuring Plan \| Inventory write down
Restructuring Cost and Reserve [Line Items]
Restructuring charges			857
Restructuring reserve	0		0		0	0
2022 Restructuring Plan \| Inventory write down \| Structural Systems
Restructuring Cost and Reserve [Line Items]
Other restructuring charges					1,400
2022 Restructuring Plan \| Other restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges			2,432
Restructuring reserve	0		0		0	$ 0
2022 Restructuring Plan \| Other restructuring \| Electronic Systems
Restructuring Cost and Reserve [Line Items]
Charges			200
2022 Restructuring Plan \| Other restructuring \| Structural Systems
Restructuring Cost and Reserve [Line Items]
Restructuring charges	1,100		2,300
Other restructuring charges					5,100
2022 Restructuring Plan \| Minimum
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs	2,000		2,000		2,000
2022 Restructuring Plan \| Maximum
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs	$ 3,000		$ 3,000		$ 3,000

Goodwill (Tables)

9 Months Ended

Sep. 28, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The carrying amounts of our goodwill were as follows:


	(Dollars in thousands)
	Electronic Systems		Structural Systems		Consolidated Ducommun
Gross goodwill	$	199,157	$	127,165	$	326,322
Accumulated goodwill impairment	(81,722)		—		(81,722)
Balance at December 31, 2023	$	117,435	$	127,165	$	244,600

Balance at September 28, 2024	$	117,435	$	127,165	$	244,600

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Derivative Financial Instruments

9 Months Ended

Sep. 28, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Financial Instruments

Cash Flow Hedges

Our cash flow hedges consists of forward interest rate swaps to manage our exposure to interest rate movements on a portion of our debt through January 1, 2031. Our forward interest rate swaps hedge forecasted transactions through January 1, 2031.

The notional amounts of derivative instruments are as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Derivative instruments designated as hedging instruments:
Interest rate contracts	$	150,000	$	150,000

The following table summarizes the fair value and presentation on the condensed consolidated balance sheets for derivative instruments:


		(Dollars in thousands)
	Balance Sheet Location	September 28, 2024		December 31, 2023
Derivative instruments designated as hedging instruments:
Interest rate contracts	Other assets, current	$	3,143	$	4,046
	Other assets	9,419		11,595

Accumulated other comprehensive income activities during the nine months ended September 28, 2024 were as follows (in thousands):


	December 31, 2023		Nine Months Ended September 28, 2024				September 28, 2024
	Balance		Changes in Fair Value Recognized		Change in Estimates		Balance
Cash flow hedges, before tax totals	$	15,641	$	594	$	(4,048)	$	12,187

Unrealized (losses) gains associated with our hedging transactions recognized in other comprehensive income are presented in the following table:


	(Dollars in thousands) Three Months Ended				(Dollars in thousands) Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Recognized in other comprehensive income, net of tax:
Interest rate contracts	$	(5,060)	$	4,537	$	(2,648)	$	5,523

We reclassified gains associated with our cash flow hedges from accumulated other comprehensive income to the condensed income statements when the Forward Interest Rate Swaps became effective as of January 1, 2024 and are presented in the following table:


	(Dollars in thousands) Three Months Ended				(Dollars in thousands) Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Interest rate contracts:
Interest expense	$	1,350	$	—	$	4,048	$	—

The pre-tax deferred gains recorded in other comprehensive income that will mature in the next 12 months total $2.9 million.

Business Segment Information (Tables)

9 Months Ended

Sep. 28, 2024

Segment Reporting [Abstract]

Schedule of Financial Information by Reportable Segment

Financial information by reportable operating segment was as follows:


	(Dollars in thousands) Three Months Ended				(Dollars in thousands) Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net Revenues
Electronic Systems	$	115,412	$	110,707	$	324,391	$	323,457
Structural Systems	86,000		85,543		264,868		241,304
Total Net Revenues	$	201,412	$	196,250	$	589,259	$	564,761
Segment Operating Income (1)
Electronic Systems	$	18,910	$	12,710	$	54,685	$	32,249
Structural Systems	8,289		6,743		21,716		16,873
	27,199		19,453		76,401		49,122
Corporate General and Administrative Expenses (2)	(11,933)		(10,844)		(34,589)		(29,136)
Total Operating Income	$	15,266	$	8,609	$	41,812	$	19,986
Depreciation and Amortization Expenses
Electronic Systems	$	3,575	$	3,567	$	10,869	$	10,626
Structural Systems	4,849		4,852		14,058		13,619
Corporate Administration	107		59		202		176
Total Depreciation and Amortization Expenses	$	8,531	$	8,478	$	25,129	$	24,421
Capital Expenditures
Electronic Systems	$	1,011	$	978	$	2,950	$	4,752
Structural Systems	1,295		3,802		4,172		11,043
Corporate Administration	—		—		3,024		—
Total Capital Expenditures	$	2,306	$	4,780	$	10,146	$	15,795

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

Schedule of Segment Assets

Our segment assets are as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Total Assets
Electronic Systems	$	516,562	$	505,371
Structural Systems (1)	549,065		552,641
Corporate Administration (2)	64,290		62,907
Total Assets	$	1,129,917	$	1,120,919
Goodwill and Intangibles
Electronic Systems	$	166,247	$	173,214
Structural Systems (1)	232,132		237,729
Total Goodwill and Intangibles	$	398,379	$	410,943

(2)Includes assets not specifically identified to or allocated to either the Electronic Systems or Structural Systems operating segments, including cash and cash equivalents.

Accrued and Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued compensation	$ 33,035	$ 35,574
Accrued income tax and sales tax	3,164	177
Other	9,927	6,509
Total	$ 46,126	$ 42,260

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 28, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of Ducommun Incorporated and its subsidiaries (“Ducommun,” the “Company,” “we,” “us” or “our”), after eliminating intercompany balances and transactions. The December 31, 2023 condensed consolidated balance sheet data was derived from audited financial statements, but does not contain all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Our significant accounting policies were described in Part IV, Item 15(a)(1), “Note 1. Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The financial information included in this Quarterly Report on Form 10-Q (“Form 10-Q”) should be read in conjunction with the 2023 Form 10-K. In the opinion of management, all adjustments, including recurring accruals, have been made that are necessary to fairly state our condensed consolidated financial position, statements of income, comprehensive income, changes in shareholders’ equity, and cash flows in accordance with GAAP for the periods covered by this Form 10-Q. The results of operations for the three and nine months ended September 28, 2024 are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Our fiscal quarters typically end on the Saturday closest to the end of March, June and September for the first three fiscal quarters of each year, and on December 31 for our fourth fiscal quarter. As a result of using fiscal quarters for the first three quarters combined with leap years, our first and fourth fiscal quarters can range between 12 1/2 weeks to 13 1/2 weeks while the second and third fiscal quarters remain at a constant 13 weeks per fiscal quarter.
Use of Estimates	Use of Estimates Certain amounts and disclosures included in the unaudited condensed consolidated financial statements require management to make estimates and judgments that affect the amounts of assets, liabilities (including contract liabilities), revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
Earnings Per Share	Earnings Per Share Basic earnings per share are 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 by the weighted-average number of common shares outstanding, plus any potentially dilutive shares that could be issued if exercised or converted into common stock in each period.
Fair Value	Fair Value Assets and liabilities that are measured, recorded or disclosed at fair value on a recurring basis are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine the fair value. Level 1, the highest level, refers to the values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant observable inputs. Level 3, the lowest level, includes fair values estimated using significant unobservable inputs. We have money market funds which are included as cash and cash equivalents. We also have forward interest rate swap agreements and the fair value of the forward interest rate swap agreements was determined using pricing models that use observable market inputs as of the balance sheet date, a Level 2 measurement.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents consist of highly liquid instruments purchased with original maturities of three months or less. These assets are valued at cost, which approximates fair value, and we classify as Level 1.
Derivative Instruments	Derivative Instruments We recognize derivative instruments on our condensed consolidated balance sheets at their fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, or a derivative instrument that will not be accounted for using hedge accounting methods. In November 2021, we entered into forward interest rate swap agreements with an aggregate notional amount of $150.0 million, all with an effective date of January 1, 2024 (“Forward Interest Rate Swaps”), to manage our exposure to interest rate movements on a portion of our debt. At the time we entered into the Forward Interest Rate Swaps, there was a high probability of forecasted interest payments on our debts occurring and the swaps were highly effective in offsetting those interest payments; therefore, we elected to apply cash flow hedge accounting. In July 2022, as a result of refinancing all our existing debt, which allowed borrowing based on a Secured Overnight Financing Rate (“SOFR”), we were required to complete an amendment of the Forward Interest Rate Swaps from One Month London Interbank Offered Rate (“LIBOR”) to One Month Term SOFR (“Amended Forward Interest Rate Swaps”), which occurred on the same day. After the transition of the Forward Interest Rate Swaps and debt to SOFR was completed, we determined the hedging relationships were still highly effective as of the amendment date. See Note 4 and Note 8. As of September 28, 2024, all of our derivative instruments were designated as cash flow hedges. We record changes in the fair value of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge in other comprehensive income (loss), net of tax until our earnings are affected by the variability of cash flows of the underlying hedged item. We report changes in the fair values of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments in the condensed consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument. Prior to the Amended Forward Interest Rate Swaps being effective on January 1, 2024, we only recorded the changes in fair value of the derivative instruments that were highly effective and that were designated and qualified as cash flow hedges prior to the effective date. See Note 4. When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. In all situations in which we discontinue hedge accounting and the derivative instrument remains outstanding, we will carry the derivative instrument at its fair value on our condensed consolidated balance sheets and recognize subsequent changes in its fair value in our current period earnings.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value with cost being determined using a moving average cost basis for raw materials and actual cost for work-in-process and finished goods. The majority of our inventory is charged to cost of sales as raw materials are placed into production. Inventoried costs include raw materials, outside processing, direct labor and allocated overhead, adjusted for any abnormal amounts of idle performance center expense, freight, handling costs, and wasted materials (spoilage) incurred. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. The majority of our revenues are recognized over time, however, for revenue contracts where revenue is recognized using the point in time method, inventory is not reduced until it is shipped or transfer of control to the customer has occurred. Our ending inventory consists of raw materials, work-in-process, and finished goods.
Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income Accumulated other comprehensive income, as reflected on the condensed consolidated balance sheets under the equity section, was comprised of cumulative pension and retirement liability adjustments, net of tax, and change in net unrealized gains and losses on cash flow hedges, net of tax.
Revenue Recognition	Revenue Recognition Our customers typically engage us to manufacture products based on designs and specifications provided by the end-use customer. This requires the building of tooling and manufacturing first article inspection products (prototypes) before volume manufacturing. Contracts with our customers generally include a termination for convenience clause. We have a significant number of contracts that are started and completed within the same year, as well as contracts derived from long-term agreements and programs that can span several years. We recognize revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), which utilizes a five-step model. The definition of a contract for us is typically defined as a customer purchase order as this is when we achieve an enforceable right to payment. The majority of our contracts are firm fixed-price contracts. The deliverables within a customer purchase order are analyzed to determine the number of performance obligations. In addition, at times, in order to achieve economies of scale and based on our customer’s forecasted demand, we may build in advance of receiving a purchase order from our customer. When that occurs, we would not recognize revenue until we have received the customer purchase order. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control is transferred and the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services are highly interrelated or met the series guidance. For contracts with multiple performance obligations, we allocate the contract transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate the standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service. We manufacture most products to customer specifications, and the product cannot be easily modified for another customer. As such, these products are deemed to have no alternative use once the manufacturing process begins. In the event the customer invokes a termination for convenience clause, we would be entitled to costs incurred to date plus a reasonable profit. Contract costs typically include labor, materials, overhead, and when applicable, subcontractor costs. For most of our products, we are building assets with no alternative use and have enforceable right to payment, and thus, we recognize revenue using the over time method. The majority of our performance obligations are satisfied over time as work progresses. Typically, revenue is recognized over time using an input measure (i.e., costs incurred to date relative to total estimated costs at completion, also known as cost-to-cost plus reasonable profit) to measure progress. Our typical revenue contract is a firm fixed price contract, and the cost of raw materials could make up a significant amount of the total costs incurred. As such, we believe using the total costs incurred input method would be the most appropriate method. While the cost of raw materials could make up a significant amount of the total costs incurred, there is a direct relationship between our inputs and the transfer of control of goods or services to the customer. Contract estimates, known as estimates at completion, are based on various assumptions to project the outcome of future events that can span multiple months or years. These assumptions include among others, labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; overhead cost rates; and the performance of subcontractors. As a significant change in one or more of these estimates could affect the progress completed (and related profitability) on our contracts, we review and update our contract-related estimates on a regular basis. We recognize such adjustments under the cumulative catch-up method. Under this method, the impact of the adjustment is recognized in the period the adjustment is identified. In any given reporting period, we have a large number of active contracts, which we have defined as a customer purchase order, and changes in estimates may occur on a significant number of these contracts. Given the significant number of contracts that we may have at any given point in time, the varied nature of products produced under such contracts, and the different assumptions, facts and circumstances associated with each individual contract, and the fact that such changes at the contract level are typically not material, we disclose cumulative catch-up adjustments on a net basis.
Recent Accounting Pronouncements and Recently Issued Accounting Standards	Recent Accounting Pronouncements Recently Issued Accounting Standards In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-02, “Codification Improvements - Amendments to Remove References to the Concepts Statements” (“ASU 2024-02”), which removed references to various FASB Concepts Statements and updates technical corrections such as conforming amendments, clarification to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The new guidance is effective for fiscal years beginning after December 15, 2024, which is our annual period beginning January 1, 2025. Early adoption is permitted. We are evaluating the impact of this standard. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which provides more transparency about tax information primarily related to the rate reconciliation and the income taxes paid. The new guidance is effective for fiscal years beginning after December 15, 2024, which will be our annual period beginning January 1, 2025. Early adoption is permitted. We are evaluating the impact of this standard. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The new guidance is effective for fiscal years beginning after December 15, 2023, which is our annual period beginning January 1, 2024, and interim periods within fiscal years beginning after December 15, 2024, which will be our interim period beginning January 1, 2025. Early adoption is permitted. We will be implementing the requirements of this standard in our Annual Report on Form 10-K for 2024. In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative” (“ASU 2023-06”), which incorporates updates to the Accounting Standards Codification to align certain SEC disclosure requirements. The amendments impact a variety of topics but are relatively narrow in nature. For entities required to comply with the SEC’s existing disclosure requirements, the effective date for each amendment will be the effective date of the removal of the disclosure requirement from SEC Regulation S-X or SEC Regulation S-K, with early adoption prohibited. The amendments should be applied prospectively. We are evaluating the impact of this standard.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, allowance for credit loss	$ 2,681	$ 2,006
Property and equipment, accumulated depreciation	$ 191,685	$ 181,412
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	35,000,000	35,000,000
Common stock, shares issued (in shares)	14,776,627	14,600,766
Common stock, shares outstanding (in shares)	14,776,627	14,600,766

Shareholders’ Equity (Details) $ / shares in Units, shares in Millions, $ in Millions	1 Months Ended
	May 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of shares issued in transaction (in shares) \| shares	2.3
Sale of stock price (in dollars per share) \| $ / shares	$ 40.00
Consideration received on transaction	$ 92.0
Payments of stock issuance costs	6.9
Net proceeds from sale of stock	85.1
Increase in common stock, at par value	0.1
Increase in additional paid in capital	85.1
Repayments of lines of credit	$ 85.2

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net Revenues	$ 201,412	$ 196,250	$ 589,259	$ 564,761
Cost of Sales	148,736	151,648	438,401	443,270
Gross Profit	52,676	44,602	150,858	121,491
Selling, General and Administrative Expenses	35,486	32,182	104,498	88,755
Restructuring Charges	1,924	3,811	4,548	12,750
Operating Income	15,266	8,609	41,812	19,986
Interest Expense	(3,829)	(5,370)	(11,687)	(15,324)
Other Income	0	0	0	7,945
Income Before Taxes	11,437	3,239	30,125	12,607
Income Tax Expense	1,289	26	5,404	1,789
Net Income	$ 10,148	$ 3,213	$ 24,721	$ 10,818
Earnings Per Share
Basic earnings per share (in dollars per share)	$ 0.69	$ 0.22	$ 1.68	$ 0.81
Diluted earnings per share (in dollars per share)	$ 0.67	$ 0.22	$ 1.65	$ 0.79
Weighted-Average Number of Common Shares Outstanding
Basic (in shares)	14,806	14,625	14,758	13,408
Diluted (in shares)	15,039	14,814	14,981	13,661

Goodwill (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Goodwill [Line Items]
Gross goodwill		$ 326,322
Accumulated goodwill impairment		(81,722)
Balance at December 31, 2023	$ 244,600	244,600
Balance at September 28, 2024	244,600	244,600
Electronic Systems
Goodwill [Line Items]
Gross goodwill		199,157
Accumulated goodwill impairment		(81,722)
Balance at December 31, 2023	117,435	117,435
Balance at September 28, 2024	117,435	117,435
Structural Systems
Goodwill [Line Items]
Gross goodwill		127,165
Accumulated goodwill impairment		0
Balance at December 31, 2023	127,165	127,165
Balance at September 28, 2024	$ 127,165	$ 127,165

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands			9 Months Ended
	Jul. 15, 2024 $ / shares	Apr. 08, 2024 $ / shares	Sep. 28, 2024 USD ($) segment	Dec. 31, 2023 USD ($)	Nov. 30, 2021 USD ($)
Significant Accounting Policies [Line Items]
Number of reportable segments \| segment			2
Number of operating segments \| segment			2
Shares acquired (in dollars per share) \| $ / shares	$ 65.00	$ 60.00
Provision for loss on contracts			$ 3,700	$ 5,400
Production cost of contracts			5,650	$ 7,778
Contract liability revenue			30,600
Remaining performance obligation			$ 957,000
Interest rate swap
Significant Accounting Policies [Line Items]
Notional amount					$ 150,000
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-29
Significant Accounting Policies [Line Items]
Remaining performance obligation, percentage			65.00%
Remaining performance obligation, period			12 months

Summary of Significant Accounting Policies - Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Contract assets	$ 221,434	$ 177,686
Contract liabilities	$ 36,875	$ 53,492

Long-Term Debt - Narrative (Details)		1 Months Ended			3 Months Ended		9 Months Ended
Long-Term Debt - Narrative (Details)	Jul. 14, 2022 USD ($)	May 31, 2023 USD ($)	Apr. 30, 2023 USD ($)	Jul. 31, 2022 USD ($)	Sep. 28, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 28, 2024 USD ($) subsidiary	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Nov. 30, 2021 USD ($)
Debt Instrument [Line Items]
Debt balance outstanding					$ 245,988,000		$ 245,988,000		$ 256,961,000
Proceeds from issuance of common stock in public offering, net of issuance costs							$ 0	$ 85,107,000
Interest rate swap
Debt Instrument [Line Items]
Notional amount										$ 150,000,000
Average fixed interest rate (as a percent)	1.70%									1.80%
BLR Aerospace, LLLC
Debt Instrument [Line Items]
Payments for acquisition of BLR Aerospace L.L.C., net of cash acquired			$ 115,000,000
Payments to acquire business			$ 117,000,000
New Credit Facilities
Debt Instrument [Line Items]
Number of subsidiaries that are not guarantors on debt \| subsidiary							2
Secured Debt \| 2022 Term Loan Maturing July 14, 2027
Debt Instrument [Line Items]
Debt amount				$ 250,000,000
Spread on base rate (as a percent)				0.00%
Proceeds from term loan				$ 250,000,000
Debt balance outstanding				$ 254,200,000
Repayments of debt					0	$ 1,600,000	$ 3,100,000	$ 4,700,000
Noncash loss on extinguishment of debt	$ 200,000
Fees paid to lenders to be capitalized	800,000
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Year one and two
Debt Instrument [Line Items]
Prepayment amount of principal outstanding (as a percent)				0.625%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Year three and four
Debt Instrument [Line Items]
Prepayment amount of principal outstanding (as a percent)				1.25%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Year five
Debt Instrument [Line Items]
Prepayment amount of principal outstanding (as a percent)				1.875%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| SOFR
Debt Instrument [Line Items]
Spread on base rate (as a percent)				1.00%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Federal Funds Rate
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				0.50%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Minimum \| SOFR
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				1.375%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Minimum \| Base Rate
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				0.375%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Maximum \| SOFR
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				2.375%
Secured Debt \| 2022 Term Loan Maturing July 14, 2027 \| Maximum \| Base Rate
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				1.375%
Revolving Credit Facility \| 2022 Term Loan Maturing July 14, 2027
Debt Instrument [Line Items]
Outstanding standby letters of credit					200,000		200,000
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 85,200,000		$ 200,000,000
Remaining borrowing capacity					$ 181,000,000.0		$ 181,000,000.0
Fees paid to lenders to be capitalized	1,700,000
Proceeds from issuance of common stock in public offering, net of issuance costs		$ 85,100,000
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| SOFR
Debt Instrument [Line Items]
Spread on base rate (as a percent)				1.00%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Federal Funds Rate
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				0.50%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Minimum
Debt Instrument [Line Items]
Commitment fee (as a precent)				0.175%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Minimum \| SOFR
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				1.375%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Minimum \| Base Rate
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				0.375%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Maximum
Debt Instrument [Line Items]
Commitment fee (as a precent)				0.275%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Maximum \| SOFR
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				2.375%
Revolving Credit Facility \| 2022 Revolving Credit Facility due July 14, 2027 \| Maximum \| Base Rate
Debt Instrument [Line Items]
Spread on variable rate (as a percent)				1.375%
Revolving Credit Facility \| 2018 Term Loan
Debt Instrument [Line Items]
Fees paid to lenders to be capitalized	1,000,000
Revolving Credit Facility \| 2019 Revolving Credit Facility Due December 20, 2024
Debt Instrument [Line Items]
Amortization of debt issuance costs	100,000
Debt issuance costs, line of credit arrangements	$ 800,000

Cover Page - shares	9 Months Ended
Cover Page - shares	Sep. 28, 2024	Oct. 29, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 28, 2024
Document Transition Report	false
Entity File Number	001-08174
Entity Registrant Name	DUCOMMUN INCORPORATED
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-0693330
Entity Address, Address Line One	600 Anton Boulevard, Suite 1100
Entity Address, City or Town	Costa Mesa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92626-7100
City Area Code	657
Local Phone Number	335-3665
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	DCO
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,779,300
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0000030305

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 28, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies California’s Wage and Hour Laws Complaint In December 2020, a representative action under California’s Private Attorneys General Act was filed against us in the Superior Court for the State of California, County of San Bernardino. We received service of process of this complaint in January 2021. The complaint alleged violations of California’s wage and hour laws relating to our current and former employees and sought attorney’s fees and penalties. We vigorously refuted and defended against these claims and reached a tentative settlement of $0.8 million during the fourth quarter 2021, which was subject to court approval. Thus, we recorded accrued liabilities of $0.8 million as of December 31, 2021. During the second quarter of 2022, additional factual information was identified resulting in an increase in the amount of the tentative settlement to $0.9 million. Therefore, we recorded an additional accrued liabilities of $0.1 million for a total accrued liabilities amount of $0.9 million as of the end of the second quarter of 2022 which remained unchanged as of December 31, 2022 as we were awaiting final court approval of this settlement. Subsequent to final court approval and paying of the $0.9 million in January 2023, during the third quarter of 2023 and upon plaintiff's motion, the court re-opened the settlement agreement to determine whether the class list captured all affected employees. We are appealing this decision and intend to defend our position vigorously. Any amount of additional liability is still undetermined pending the appeal and as such, there is no amount of loss that is probable and reasonably estimable at this time. Thus, no additional accrual was recorded during the three and nine months ended September 28, 2024. Groundwater Structural Systems has been directed by California environmental agencies to investigate and take corrective action for groundwater contamination at our facilities located in El Mirage and Monrovia, California. Based on currently available information, we have established an accrual for its estimated liability for such investigation and corrective action of $1.5 million at both September 28, 2024 and December 31, 2023, which is reflected in other long-term liabilities on our condensed consolidated balance sheets. Waste Disposal Structural Systems also faces liability as a potentially responsible party for hazardous waste disposed at landfills located in Casmalia and West Covina, California. Structural Systems and other companies and government entities have entered into consent decrees with respect to these landfills with the United States Environmental Protection Agency and/or California environmental agencies under which certain investigation, remediation and maintenance activities are being performed. Based on currently available information, we preliminarily estimate that the range of our future liabilities in connection with the landfill located in West Covina, California is between $0.4 million and $3.1 million. We have established an accrual for the estimated liability in connection with the West Covina landfill of $0.4 million as of both September 28, 2024 and December 31, 2023, which is reflected in other long-term liabilities on our condensed consolidated balance sheets. We anticipate an updated estimate will be available over the next 12 to 24 months however, and will update our accrual for the estimated liability at that time, if needed. Our ultimate liability in connection with these matters will depend upon a number of factors, including changes in existing laws and regulations, the design and cost of construction, operation and maintenance activities related to a final remedy, and the allocation of liability among potentially responsible parties. Guaymas Performance Center Fire In June 2020, a fire severely damaged our performance center in Guaymas, Mexico, which is part of our Structural Systems segment. There were no injuries; however, property and equipment, inventories, and tooling in this leased facility were damaged. Our Guaymas performance center, comprised of two buildings with an aggregate total of 62,000 square feet, was severely damaged. The loss of production from the Guaymas performance center was absorbed by our other existing performance centers; however, we have reestablished our operations and are in the process of certification with various customers and ramping up our manufacturing capabilities in a different leased facility with 117,000 square feet in Guaymas. A neighboring, non-related manufacturing facility also suffered fire damage during the same time as the fire that severely damaged our Guaymas performance center, and in November 2023, the occupant of the neighboring facility filed suit against us in U.S. District Court for the Central District of California seeking unspecified amounts for damages relating to the fire. In addition, subsequent to the quarter end, we received a subrogation demand from our landlord’s insurer, which we are currently evaluating. We intend to defend these matters vigorously and believe we have substantial defenses in relation to these claims. As responsibility for the fire is still undetermined, there is no amount of loss that is probable and reasonably estimable at this time. If we are ultimately deemed to be responsible or partly responsible, it is possible we could incur a loss in excess of our insurance coverage limits, which could be material to our cash flow, liquidity, or financial results. Our insurance covers damage, up to a capped amount, to the facility, equipment, unfinished inventory, and other assets at replacement cost, finished goods inventory at selling price, as well as business interruption, third party property damage, and recovery related expenses caused by the fire, less our per claim deductible. The anticipated insurance recoveries related to losses and incremental costs incurred are recognized when receipt is probable. The anticipated insurance recoveries in excess of net book value of the damaged operating assets and business interruption are not recorded until all contingencies related to our claim have been resolved. The insurance claim for damages to our operating assets and business interruption was deemed final and closed by our insurance company during the three months ended July 1, 2023. Thus, the final $3.8 million of insurance recoveries were also received and recorded as other income during the three months ended July 1, 2023. In addition, the gain contingencies associated with the remaining general insurance recoveries that were received in 2020 of $3.9 million, but for which recognition was deferred until all the gain contingencies were resolved, were deemed resolved, and thus, recorded as other income during the three months ended July 1, 2023. Cumulatively, as of July 1, 2023, we received insurance recoveries in aggregate total of $23.7 million, with $7.5 million for business interruption and $16.2 million for damages to property and equipment, inventories, and tooling. Further, all insurance recovery amounts received related to this claim have been recognized up to the amount of net book value loss and presented within the same financial statement line item in the condensed consolidated statements of income resulting in no net impact, with the remaining amounts recognized as other income in our condensed consolidated statements of income when the contingencies were deemed resolved. Other Structural Systems Performance Center Fire In April 2023, a fire damaged a relatively small portion of one of our performance centers in our Structural Systems reporting segment. There were no injuries; however, subsequent to the fire, we determined that some property and equipment in this company-owned facility were damaged. Our insurance covers damage, up to a capped amount, to the property and equipment at replacement cost, as well as business interruption and recovery related expenses caused by the fire, less our per claim deductible. There was a loss of production in this damaged portion of the performance center for a short period of time, but the incident did not otherwise result in significant disruption to customer delivery schedules. Production in this damaged portion resumed later that same quarter. As such, during the three months ended July 1, 2023, we wrote off property and equipment with an aggregate total net book value of $0.2 million. Also during the three months ended July 1, 2023, we received insurance recoveries of $0.3 million (which was net of our deductible of $0.1 million) and thus, such insurance recoveries were also presented within the same financial statement line item in the condensed consolidated statements of income resulting in no net impact. The amount of the insurance recoveries received in excess of the loss on operating assets was deemed a contingent gain, and since the gain contingencies were deemed resolved, the $0.1 million was also recorded as other income during the three months ended July 1, 2023. Finally, during the three months ended December 31, 2023, the insurance claim was deemed final and closed by our insurance company and we received a final payment of $0.3 million, which was recorded as other income. 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, Ducommun makes various commitments and incurs contingent liabilities in the ordinary course of business. While it is not feasible to predict the outcome of these matters, Ducommun 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 condensed consolidated financial position, results of operations or cash flows.

Long-Term Debt

9 Months Ended

Sep. 28, 2024

Debt Disclosure [Abstract]

Long-Term Debt

Long-term debt and the current period interest rates were as follows:


	(Dollars in thousands)
	September 28, 2024			December 31, 2023
Term loan	$	239,063		$	242,188
Revolving credit facility	18,800			23,800



Total debt	257,863			265,988
Less current portion	(10,938)			(7,813)
Total long-term debt, less current portion	246,925			258,175
Less debt issuance costs - term loan	(937)			(1,214)
Total long-term debt, net of debt issuance costs - term loan	$	245,988		$	256,961
Debt issuance costs - revolving credit facility (1)	$	1,384		$	1,761
Weighted-average interest rate	7.35		%	7.53		%

(1) Included as part of other assets.

In July 2022, we completed a refinancing of all our existing debt by entering into a new term loan (“2022 Term Loan”) and a new revolving credit facility (“2022 Revolving Credit Facility”). The 2022 Term Loan is a $250.0 million senior secured loan that matures on July 14, 2027. The 2022 Revolving Credit Facility is a $200.0 million senior secured revolving credit facility that matures on July 14, 2027. The 2022 Term Loan and 2022 Revolving Credit Facility, collectively, represent our credit facilities (“2022 Credit Facilities”).

The 2022 Term Loan bears interest, at our option, at a rate equal to either (i) Term Secured Overnight Financing Rate (“Term SOFR”) plus an applicable margin ranging from 1.375% to 2.375% per year or (ii) Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] Term SOFR plus 1.00%, and if the Base Rate is less than zero percent, it will be deemed zero percent) plus an applicable margin ranging from 0.375% to 1.375% per year, in each case based upon the consolidated total net adjusted leverage ratio. Interest payments are typically paid either on a monthly or quarterly basis, depending on the interest rate selected, on the last business day each month or quarter. In addition, the 2022 Term Loan requires quarterly amortization payments of 0.625% during year one and year two, 1.250% during year three and year four, and 1.875% during year five of the original outstanding principal balance of the 2022 Term Loan amount, on the last business day each quarter. The required quarterly amortization payments began in the fourth quarter of 2022.

The 2022 Revolving Credit Facility bears interest, at our option, at a rate equal to either (i) Term SOFR plus an applicable margin ranging from 1.375% to 2.375% per year or (ii) Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50%, [b] Bank of America’s prime rate, and [c] Term SOFR plus 1.00%, and if the Base Rate is less than zero percent, it will be deemed zero percent) plus an applicable margin ranging from 0.375% to 1.375% per year, in each case based upon the consolidated total net adjusted leverage ratio. Interest payments are typically paid on a monthly or quarterly basis, depending on the interest rate selected, on the last business day each month or quarter. The undrawn portion of the commitment of the 2022 Revolving Credit Facility is subject to a commitment fee ranging from 0.175% to 0.275%, based upon the consolidated total net adjusted leverage ratio, typically paid on a quarterly basis, on the last business day each quarter. However, the 2022 Revolving Credit Facility does not require any principal installment payments.

In conjunction with the closing of the 2022 Credit Facilities, we utilized the entire $250.0 million of proceeds from the 2022 Term Loan plus our existing cash on hand to pay off our entire debt balance outstanding of $254.2 million under our prior credit facilities.

For the three months ended September 28, 2024 and September 30, 2023, we made the required quarterly amortization payments on the 2022 Term Loan of zero and $1.6 million, respectively. The required quarterly amortization payment due on September 30, 2024 is in the fiscal fourth quarter of 2024. For the nine months ended September 28, 2024 and September 30, 2023, we made the required amortization payments on the 2022 Term Loan totaling $3.1 million and $4.7 million, respectively.

As of September 28, 2024, we had $181.0 million of unused borrowing capacity under the 2022 Revolving Credit Facility, after deducting $0.2 million for standby letters of credit.

As of September 28, 2024, we were in compliance with all covenants required under the 2022 Credit Facilities.

The 2022 Term Loan was considered a modification of debt for some lenders and an extinguishment of debt for other lenders, and thus, a loss of $0.2 million was recorded related to the extinguishment. In addition, the new fees incurred of $0.8 million were capitalized and will be amortized over the life of the 2022 Term Loan. Further, the remaining debt issuance costs related to the prior term loans of $1.0 million as of the modification date will be amortized over the life of the 2022 Term Loan, using the effective interest method.

The 2022 Revolving Credit Facility that replaced the prior revolving credit facility was considered a modification of debt except for the portion related to the creditor that is no longer a part of the 2022 Revolving Credit Facility and, in which case, it was considered an extinguishment of debt. As a result, we expensed the portion of the unamortized debt issuance costs related to the prior revolving credit facility that was considered an extinguishment of debt of $0.1 million. In addition, the new fees incurred of $1.7 million as part of the 2022 Revolving Credit Facility were capitalized and will be amortized over the life of the 2022 Revolving Credit Facility. Further, the remaining debt issuance costs related to the prior revolving credit facility of $0.8 million as of the modification date will also be amortized over the life of the 2022 Revolving Credit Facility.

The 2022 Credit Facilities were entered into by us (“Parent Company”) and guaranteed by all of our domestic subsidiaries, other than two subsidiaries that were considered minor (“Subsidiary Guarantors”). The Subsidiary Guarantors jointly and severally guarantee the 2022 Credit Facilities. The Parent Company has no independent assets or operations, and therefore, no consolidating financial information for the Parent Company and its subsidiaries is presented.

In April 2023, we completed the acquisition of BLR. The initial purchase price for BLR was $115.0 million, net of cash acquired, all payable in cash. We paid a gross aggregate of $117.0 million in cash upon the closing of the transaction. We utilized the 2022 Revolving Credit Facility to complete the acquisition. See Note 2 for further information.

In May 2023, we completed a public offering of our common stock resulting in net proceeds of $85.1 million. We utilized the net proceeds plus cash on hand to pay down $85.2 million on the 2022 Revolving Credit Facility. See Note 9 for further information.

In November 2021, we entered into derivative contracts, U.S. dollar-one month LIBOR forward interest rate swaps designated as cash flow hedges, all with an effective date of January 1, 2024, for an aggregate total notional amount of $150.0 million, weighted average fixed rate of 1.8%, and all terminating on January 1, 2031 (“Forward Interest Rate Swaps”). The Forward Interest Rate Swaps mature on a monthly basis, with fixed amount payer payment dates on the first day of each calendar month, commencing on February 1, 2024 through January 1, 2031. The Forward Interest Rate Swaps were deemed to be highly effective upon entering into the derivative contracts, and thus, hedge accounting treatment was utilized. Since the Amended Forward Interest Rate Swaps (as defined below) were not effective until January 1, 2024, we only recorded the changes in fair value of the derivative instruments that were highly effective and that were designated and qualified as cash flow hedges in other comprehensive income through December 31, 2023. See Note 1 and Note 4 for further information.

In July 2022, as a result of completing a refinancing of our existing debt, we were required to complete an amendment of the Forward Interest Rate Swaps (“Amended Forward Interest Rate Swaps”). The Forward Interest Rate Swaps were based on U.S. dollar-one month LIBOR and were amended to be based on one month Term SOFR as borrowings using LIBOR were no longer available under the 2022 Credit Facilities. Since this was an amendment of just the reference rate as a result of the cessation of LIBOR, utilizing the guidance under ASU 2020-04, we determined the Amended Forward Interest Rate Swaps as of the amendment date to continue to be highly effective. The Amended Forward Interest Rate Swaps weighted average fixed rate is 1.7%, as a result of the difference between U.S. dollar-one month LIBOR and one month Term SOFR.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 28, 2024

Accounting Policies [Abstract]

Schedule of Cash Flow, Supplemental Disclosures

Supplemental Cash Flow Information


	(Dollars in thousands)
	Nine Months Ended
	September 28, 2024		September 30, 2023
Interest paid, net	$	9,452	$	14,528
Taxes paid, net	$	8,194	$	10,322
Non-cash activities:
Purchases of property and equipment not paid	$	674	$	958

Schedule of Weighted Average Number of Shares Outstanding Used to Compute Earnings Per Share

The net income and weighted-average common shares outstanding used to compute earnings per share were as follows:


	(Dollars in thousands, except per share data)				(Dollars in thousands, except per share data)
	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net income	$	10,148	$	3,213	$	24,721	$	10,818
Weighted-average number of common shares outstanding
Basic weighted-average common shares outstanding	14,806		14,625		14,758		13,408
Dilutive potential common shares	233		189		223		253
Diluted weighted-average common shares outstanding	15,039		14,814		14,981		13,661
Earnings per share
Basic	$	0.69	$	0.22	$	1.68	$	0.81
Diluted	$	0.67	$	0.22	$	1.65	$	0.79

Schedule of Weighted Average Number of Shares Outstanding Excluded from Computation of Diluted Earnings

(In thousands)

Three Months Ended

Nine Months Ended

September 28,
2024

September 30,
2023

September 28,
2024

September 30,
2023

Stock options and stock units

Schedule of Estimates at Completion

Net cumulative favorable and unfavorable catch-up adjustments to contracts had the following impact on our operating results:


	(Dollars in thousands)				(Dollars in thousands)
	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Total net revenues	$	(1,054)	$	(549)	$	(2,602)	$	(7,989)
Operating income	$	(1,054)	$	(549)	$	(2,602)	$	(7,989)

Schedule of Contract with Customer, Asset and Liability

Contract assets and contract liabilities from revenue contracts with customers are as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Contract assets	$	221,434	$	177,686
Contract liabilities	$	36,875	$	53,492

Schedule of Disaggregation of Revenue

In addition to the revenue categories disclosed above, the following table reflects our revenue disaggregated by major end-use market:


	(Dollars in thousands)				(Dollars in thousands)
	Three Months Ended				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Consolidated Ducommun
Military and space	$	111,402	$	104,806	$	310,869	$	299,846
Commercial aerospace	84,626		81,791		251,186		230,375
Industrial	5,384		9,653		27,204		34,540
Total	$	201,412	$	196,250	$	589,259	$	564,761

Electronic Systems
Military and space	$	85,433	$	75,580	$	227,925	$	220,679
Commercial aerospace	24,595		25,474		69,262		68,238
Industrial	5,384		9,653		27,204		34,540
Total	$	115,412	$	110,707	$	324,391	$	323,457

Structural Systems
Military and space	$	25,969	$	29,226	$	82,944	$	79,167
Commercial aerospace	60,031		56,317		181,924		162,137
Total	$	86,000	$	85,543	$	264,868	$	241,304

Business Segment Information - Segment Assets (Details) - USD ($) $ in Thousands	1 Months Ended
	Apr. 30, 2023	Sep. 28, 2024	Dec. 31, 2023
Segment Reporting Information [Line Items]
Total Assets		$ 1,129,917	$ 1,120,919
Goodwill and Intangibles		398,379	410,943
BLR Aerospace, LLLC
Segment Reporting Information [Line Items]
Outstanding equity interests acquired (as a percent)	100.00%
Payments for acquisition of BLR Aerospace L.L.C., net of cash acquired	$ 115,000
Payments to acquire business	$ 117,000
Operating segments \| Electronic Systems
Segment Reporting Information [Line Items]
Total Assets		516,562	505,371
Goodwill and Intangibles		166,247	173,214
Operating segments \| Structural Systems
Segment Reporting Information [Line Items]
Total Assets		549,065	552,641
Goodwill and Intangibles		232,132	237,729
Corporate Administration
Segment Reporting Information [Line Items]
Total Assets		$ 64,290	$ 62,907

Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2022		12,106,285
Beginning balance at Dec. 31, 2022	$ 525,960	$ 121	$ 112,042	$ 406,052	$ 7,745
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	7,605			7,605
Other comprehensive income, net of tax	1,069				1,069
Issuance of common stock in public offering, net of issuance costs (in shares)		2,300,000
Issuance of common stock in public offering, net of issuance costs	85,107	$ 23	85,084
Employee stock purchase plan (in shares)		26,833
Employee stock purchase plan	1,307		1,307
Stock options exercised (in shares)		27,332
Stock options exercised	807		807
Stock awards vested (in shares)		228,063
Stock awards vested	0	$ 3	(3)
Stock repurchased related to the exercise of stock options and stock awards vested (in shares)		(118,924)
Stock repurchased related to the exercise of stock options and stock awards vested	(6,622)	$ (1)	(6,621)
Stock-based compensation	6,910		6,910
Ending balance (in shares) at Jul. 01, 2023		14,569,589
Ending balance at Jul. 01, 2023	622,143	$ 146	199,526	413,657	8,814
Beginning balance (in shares) at Dec. 31, 2022		12,106,285
Beginning balance at Dec. 31, 2022	525,960	$ 121	112,042	406,052	7,745
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	10,818
Other comprehensive income, net of tax	5,648
Ending balance (in shares) at Sep. 30, 2023		14,596,379
Ending balance at Sep. 30, 2023	635,402	$ 146	204,993	416,870	13,393
Beginning balance (in shares) at Jul. 01, 2023		14,569,589
Beginning balance at Jul. 01, 2023	622,143	$ 146	199,526	413,657	8,814
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	3,213			3,213
Other comprehensive income, net of tax	4,579				4,579
Employee stock purchase plan (in shares)		25,378
Employee stock purchase plan	1,314		1,314
Stock awards vested (in shares)		2,360
Stock awards vested	0
Stock repurchased related to the exercise of stock options and stock awards vested (in shares)		(948)
Stock repurchased related to the exercise of stock options and stock awards vested	(53)		(53)
Stock-based compensation	4,206		4,206
Ending balance (in shares) at Sep. 30, 2023		14,596,379
Ending balance at Sep. 30, 2023	$ 635,402	$ 146	204,993	416,870	13,393
Beginning balance (in shares) at Dec. 31, 2023	14,600,766	14,600,766
Beginning balance at Dec. 31, 2023	$ 636,094	$ 146	206,197	421,980	7,771
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	14,573			14,573
Other comprehensive income, net of tax	2,498				2,498
Employee stock purchase plan (in shares)		28,773
Employee stock purchase plan	1,190		1,190
Stock options exercised (in shares)		11,947
Stock options exercised	415		415
Stock awards vested (in shares)		210,159
Stock awards vested	0	$ 2	(2)
Stock repurchased related to the exercise of stock options and stock awards vested (in shares)		(104,724)
Stock repurchased related to the exercise of stock options and stock awards vested	(5,289)	$ (1)	(5,288)
Stock-based compensation	6,418		6,418
Ending balance (in shares) at Jun. 29, 2024		14,746,921
Ending balance at Jun. 29, 2024	$ 655,899	$ 147	208,930	436,553	10,269
Beginning balance (in shares) at Dec. 31, 2023	14,600,766	14,600,766
Beginning balance at Dec. 31, 2023	$ 636,094	$ 146	206,197	421,980	7,771
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	24,721
Other comprehensive income, net of tax	$ (2,519)
Ending balance (in shares) at Sep. 28, 2024	14,776,627	14,776,627
Ending balance at Sep. 28, 2024	$ 665,572	$ 148	213,471	446,701	5,252
Beginning balance (in shares) at Jun. 29, 2024		14,746,921
Beginning balance at Jun. 29, 2024	655,899	$ 147	208,930	436,553	10,269
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income	10,148			10,148
Other comprehensive income, net of tax	(5,017)				(5,017)
Employee stock purchase plan (in shares)		26,447
Employee stock purchase plan	1,132		1,132
Stock options exercised (in shares)		8,933
Stock options exercised	358		358
Stock awards vested (in shares)		2,205
Stock awards vested	0	$ 1	(1)
Stock repurchased related to the exercise of stock options and stock awards vested (in shares)		(7,879)
Stock repurchased related to the exercise of stock options and stock awards vested	(508)		(508)
Stock-based compensation	$ 3,560		3,560
Ending balance (in shares) at Sep. 28, 2024	14,776,627	14,776,627
Ending balance at Sep. 28, 2024	$ 665,572	$ 148	$ 213,471	$ 446,701	$ 5,252

Long-Term Debt - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-term debt	$ 257,863	$ 265,988
Less current portion	(10,938)	(7,813)
Total long-term debt, less current portion	246,925	258,175
Total long-term debt, net of debt issuance costs - term loan	$ 245,988	$ 256,961
Weighted-average interest rate	7.35%	7.53%
Term loan
Debt Instrument [Line Items]
Long-term debt	$ 239,063	$ 242,188
Less debt issuance costs - term loan	(937)	(1,214)
Debt issuance costs - revolving credit facility	937	1,214
Revolving credit facility
Debt Instrument [Line Items]
Long-term debt	18,800	23,800
Less debt issuance costs - term loan	(1,384)	(1,761)
Debt issuance costs - revolving credit facility	$ 1,384	$ 1,761

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Derivative Financial Instruments - Schedule of AOCI Activities (Details) $ in Thousands	9 Months Ended
	Sep. 28, 2024 USD ($)
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 636,094
Ending balance	665,572
Cash flow hedges, before tax totals
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	15,641
Changes in Fair Value Recognized	594
Change in Estimates	(4,048)
Ending balance	$ 12,187

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

Summary of Significant Accounting Policies - Estimates at Completion (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenues	$ 201,412	$ 196,250	$ 589,259	$ 564,761
Operating income	15,266	8,609	41,812	19,986
EAC adjustment
Disaggregation of Revenue [Line Items]
Total net revenues	(1,054)	(549)	(2,602)	(7,989)
Operating income	$ (1,054)	$ (549)	$ (2,602)	$ (7,989)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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-Section 50
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+ Details

Summary of Significant Accounting Policies - Supplemental Cash Flow Items (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]
Interest paid, net	$ 9,452	$ 14,528
Taxes paid, net	8,194	10,322
Non-cash activities:
Purchases of property and equipment not paid	$ 674	$ 958

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 37,266	$ 42,863
Accounts receivable, net of allowance for credit losses of $2,681 and $2,006 at September 28, 2024 and December 31, 2023, respectively	107,730	104,692
Contract assets	221,434	177,686
Inventories	185,773	199,201
Production cost of contracts	5,650	7,778
Other current assets	12,507	17,349
Total Current Assets	570,360	549,569
Property and Equipment, Net of Accumulated Depreciation of $191,685 and $181,412 at September 28, 2024 and December 31, 2023, respectively	109,652	111,379
Operating Lease Right-of-Use Assets	30,613	29,513
Goodwill	244,600	244,600
Intangibles, Net	153,779	166,343
Deferred Income Taxes	5,107	641
Other Assets	15,806	18,874
Total Assets	1,129,917	1,120,919
Current Liabilities
Accounts payable	75,430	72,265
Contract liabilities	36,875	53,492
Accrued and other liabilities	46,126	42,260
Operating lease liabilities	8,328	7,873
Current portion of long-term debt	10,938	7,813
Total Current Liabilities	177,697	183,703
Long-Term Debt, Less Current Portion	245,988	256,961
Non-Current Operating Lease Liabilities	23,361	22,947
Deferred Income Taxes	496	4,766
Other Long-Term Liabilities	16,803	16,448
Total Liabilities	464,345	484,825
Commitments and Contingencies (Notes 10, 12)
Shareholders’ Equity
Common Stock - $0.01 par value; 35,000,000 shares authorized; 14,776,627 and 14,600,766 shares issued and outstanding at September 28, 2024 and December 31, 2023, respectively	148	146
Additional Paid-In Capital	213,471	206,197
Retained Earnings	446,701	421,980
Accumulated Other Comprehensive Income	5,252	7,771
Total Shareholders’ Equity	665,572	636,094
Total Liabilities and Shareholders’ Equity	$ 1,129,917	$ 1,120,919

Restructuring Activities - Other Restructuring Activities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		30 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024
Restructuring Reserve [Roll Forward]
Charges	$ 1,924	$ 3,811	$ 4,548	$ 12,750
2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			5,389
Charges	1,900		5,405
Cash Payments			(6,511)
Non-Cash Payments			(857)
Change in Estimates			0
Ending balance	3,426		3,426		$ 3,426
Severance and benefits
Restructuring Reserve [Roll Forward]
Charges					10,000
Severance and benefits \| 2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			5,389
Charges			2,116
Cash Payments			(4,079)
Non-Cash Payments			0
Change in Estimates			0
Ending balance	3,426		3,426		3,426
Inventory write down \| 2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			0
Charges			857
Cash Payments			0
Non-Cash Payments			(857)
Change in Estimates			0
Ending balance	0		0		0
Other
Restructuring Reserve [Roll Forward]
Charges					200
Other \| 2022 Restructuring Plan
Restructuring Reserve [Roll Forward]
Beginning balance			0
Charges			2,432
Cash Payments			(2,432)
Non-Cash Payments			0
Change in Estimates			0
Ending balance	$ 0		$ 0		$ 0

Summary of Significant Accounting Policies - Disaggregated Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenues	$ 201,412	$ 196,250	$ 589,259	$ 564,761
Electronic Systems
Disaggregation of Revenue [Line Items]
Total net revenues	115,412	110,707	324,391	323,457
Structural Systems
Disaggregation of Revenue [Line Items]
Total net revenues	86,000	85,543	264,868	241,304
Military and space
Disaggregation of Revenue [Line Items]
Total net revenues	111,402	104,806	310,869	299,846
Military and space \| Electronic Systems
Disaggregation of Revenue [Line Items]
Total net revenues	85,433	75,580	227,925	220,679
Military and space \| Structural Systems
Disaggregation of Revenue [Line Items]
Total net revenues	25,969	29,226	82,944	79,167
Commercial aerospace
Disaggregation of Revenue [Line Items]
Total net revenues	84,626	81,791	251,186	230,375
Commercial aerospace \| Electronic Systems
Disaggregation of Revenue [Line Items]
Total net revenues	24,595	25,474	69,262	68,238
Commercial aerospace \| Structural Systems
Disaggregation of Revenue [Line Items]
Total net revenues	60,031	56,317	181,924	162,137
Industrial
Disaggregation of Revenue [Line Items]
Total net revenues	5,384	9,653	27,204	34,540
Industrial \| Electronic Systems
Disaggregation of Revenue [Line Items]
Total net revenues	$ 5,384	$ 9,653	$ 27,204	$ 34,540

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Inventories (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and supplies	$ 153,769	$ 174,624
Work in process	28,193	22,060
Finished goods	3,811	2,517
Total	$ 185,773	$ 199,201

Inventories

9 Months Ended

Sep. 28, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Raw materials and supplies	$	153,769	$	174,624
Work in process	28,193		22,060
Finished goods	3,811		2,517


Total	$	185,773	$	199,201

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 1,289	$ 26	$ 5,404	$ 1,789
Unrecognized tax benefits	5,100		5,100		$ 4,500
Expected change in unrecognized tax benefits	3,300		3,300
Decrease in unrecognized tax benefits in next twelve months	$ 1,000		$ 1,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

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-SubTopic 10
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+ Details

Derivative Financial Instruments (Tables)

9 Months Ended

Sep. 28, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Notional Amounts and Fair Values

The notional amounts of derivative instruments are as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Derivative instruments designated as hedging instruments:
Interest rate contracts	$	150,000	$	150,000

The following table summarizes the fair value and presentation on the condensed consolidated balance sheets for derivative instruments:


		(Dollars in thousands)
	Balance Sheet Location	September 28, 2024		December 31, 2023
Derivative instruments designated as hedging instruments:
Interest rate contracts	Other assets, current	$	3,143	$	4,046
	Other assets	9,419		11,595

Schedule of AOCI Activities

Accumulated other comprehensive income activities during the nine months ended September 28, 2024 were as follows (in thousands):


	December 31, 2023		Nine Months Ended September 28, 2024				September 28, 2024
	Balance		Changes in Fair Value Recognized		Change in Estimates		Balance
Cash flow hedges, before tax totals	$	15,641	$	594	$	(4,048)	$	12,187


	(Dollars in thousands) Three Months Ended				(Dollars in thousands) Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Interest rate contracts:
Interest expense	$	1,350	$	—	$	4,048	$	—

Schedule of Unrealized Gains (Losses) on Hedging Transactions

Unrealized (losses) gains associated with our hedging transactions recognized in other comprehensive income are presented in the following table:


	(Dollars in thousands) Three Months Ended				(Dollars in thousands) Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Recognized in other comprehensive income, net of tax:
Interest rate contracts	$	(5,060)	$	4,537	$	(2,648)	$	5,523

Business Combinations - Narrative (Details)	1 Months Ended	3 Months Ended		9 Months Ended		11 Months Ended
Business Combinations - Narrative (Details)	Apr. 30, 2023 USD ($)	Sep. 28, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 28, 2024 USD ($)	Sep. 30, 2023 USD ($)	Mar. 30, 2024	Dec. 31, 2023 USD ($)
Business Acquisition [Line Items]
Payments to acquisition, net of cash acquired				$ 0	$ 114,378,000
Goodwill		$ 244,600,000		244,600,000			$ 244,600,000
BLR Aerospace, LLLC
Business Acquisition [Line Items]
Percentage of outstanding common stock acquired	100.00%
Payments for acquisition of BLR Aerospace L.L.C., net of cash acquired	$ 115,000,000
Payments to acquire business	117,000,000
Working capital adjustment			$ 0
Payments to acquisition, net of cash acquired			114,400,000
Intangible assets	55,500,000
Goodwill	$ 41,193,000
Acquisition related costs		$ 0	$ 0	$ 0	$ 1,300,000
Revenue of acquiree since acquisition as a percentage of total revenue						0.03

Business Combinations - Fair Value of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands	Sep. 28, 2024	Dec. 31, 2023	Apr. 30, 2023
Business Acquisition [Line Items]
Goodwill	$ 244,600	$ 244,600
BLR Aerospace, LLLC
Business Acquisition [Line Items]
Cash			$ 2,656
Accounts receivable			4,149
Inventories			12,011
Other current assets			891
Property and equipment			2,632
Operating lease right-of-use assets			874
Intangible assets			55,500
Goodwill			41,193
Total assets acquired			119,906
Current liabilities			(2,145)
Other non-current liabilities			(727)
Total liabilities assumed			(2,872)
Total purchase price allocation			$ 117,034

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net Income	$ 24,721	$ 10,818
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities:
Depreciation and amortization	25,129	24,421
Non-cash operating lease cost	6,329	5,982
Inventory write down and property and equipment impairment due to restructuring	0	819
Stock-based compensation expense	12,753	13,769
Deferred income taxes	(7,972)	(5,088)
Provision for credit losses	675	723
Recognition of insurance recoveries	0	(3,886)
Other	190	180
Changes in Assets and Liabilities:
Accounts receivable	(3,713)	2,833
Contract assets	(43,748)	139
Inventories	13,428	(31,967)
Production cost of contracts	1,902	(861)
Other assets	4,129	(289)
Accounts payable	3,298	(12,381)
Contract liabilities	(16,617)	4,409
Operating lease liabilities	(6,300)	(5,740)
Accrued and other liabilities	1,552	690
Net Cash Provided by Operating Activities	15,756	4,571
Cash Flows from Investing Activities
Purchases of property and equipment	(10,280)	(16,032)
Proceeds from sale of assets	0	404
Payments for acquisition of BLR Aerospace L.L.C., net of cash acquired	0	(114,378)
Net Cash Used in Investing Activities	(10,280)	(130,006)
Cash Flows from Financing Activities
Borrowings from senior secured revolving credit facility	20,000	152,500
Repayments of senior secured revolving credit facility	(25,000)	(123,700)
Repayments of term loan	(3,125)	(4,688)
Repayments of other debt	(246)	(250)
Proceeds from issuance of common stock in public offering, net of issuance costs	0	85,107
Net cash paid upon issuance of common stock under stock plans	(2,702)	(2,585)
Net Cash (Used in) Provided by Financing Activities	(11,073)	106,384
Net Decrease in Cash and Cash Equivalents	(5,597)	(19,051)
Cash and Cash Equivalents at Beginning of Period	42,863	46,246
Cash and Cash Equivalents at End of Period	$ 37,266	$ 27,195

Restructuring Activities (Tables)

9 Months Ended

Sep. 28, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Activities

Our restructuring activities during the nine months ended September 28, 2024 were as follows (in thousands):


	December 31, 2023		Nine Months Ended September 28, 2024								September 28, 2024
	Balance		Charges		Cash Payments		Non-Cash Payments		Change in Estimates		Balance
Severance and benefits	$	5,389	$	2,116	$	(4,079)	$	—	$	—	$	3,426



Inventory write down	—		857		—		(857)		—		—
Other	—		2,432		(2,432)		—		—		—
Ending balance	$	5,389	$	5,405	$	(6,511)	$	(857)	$	—	$	3,426

Income Taxes	9 Months Ended
Income Taxes	Sep. 28, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The provision for income taxes is determined using an estimated annual effective tax rate, which is generally less than the U.S. Federal statutory rate, primarily due to research and development (“R&D”) tax credits. Our effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as expected utilization of R&D tax credits, valuation allowances against deferred tax assets, recognition or derecognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. Also, excess tax benefits and tax detriments related to our equity compensation recognized in the condensed consolidated income statement could result in fluctuations in our effective tax rate period-over-period depending on the volatility of our stock price, number of restricted or performance stock units that vests, and stock options exercised during the period. We recognize deferred tax assets and liabilities, using enacted tax rates, for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit carryovers. We record a valuation allowance against our deferred tax assets to reduce the net carrying value to an amount that we believe is more likely than not to be realized. When we establish or reduce our valuation allowances against our deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period when that determination is made. We recorded income tax expense of $1.3 million for the three months ended September 28, 2024 compared to less than $0.1 million for the three months ended September 30, 2023. The increase in income tax expense for the third quarter of 2024 compared to the third quarter of 2023 was primarily due to higher pre-tax income and higher income tax expense related to non-deductible book compensation expenses in the third quarter of 2024 compared to the third quarter of 2023. The increase in income tax expense was partially offset by higher income tax benefits related to the U.S. Federal research and development credit recognized in the third quarter of 2024 compared to the third quarter of 2023. We recorded income tax expense of $5.4 million for the nine months ended September 28, 2024 compared to $1.8 million for the nine months ended September 30, 2023. The increase in income tax expense for the nine months ended September 28, 2024 compared to the nine months ended September 30, 2023 was primarily due to higher pre-tax income and higher income tax expense related to non-deductible book compensation expenses in the nine months ended September 28, 2024 compared to the nine months ended September 30, 2023. The increase in income tax expense was partially offset by higher income tax benefits related to the U.S. Federal research and development credit recognized in the nine months ended September 28, 2024 compared to the nine months ended September 30, 2023. Our total amount of unrecognized tax benefits was $5.1 million and $4.5 million as of September 28, 2024 and December 31, 2023, respectively. If recognized, $3.3 million would affect the effective tax rate. We record interest and penalty charges, if any, related to uncertain tax positions as a component of tax expense and unrecognized tax benefits. The amounts accrued for interest and penalty charges as of September 28, 2024 and December 31, 2023 were not significant. As a result of statute of limitations set to expire in the fourth quarter of 2024, we expect decreases to our unrecognized tax benefits of approximately $1.0 million in the next twelve months. We file U.S. Federal and state income tax returns. We are subject to examination by the Internal Revenue Service (“IRS”) for tax years after 2019 and by state taxing authorities for tax years after 2018. While we are no longer subject to examination prior to those periods, carryforwards generated prior to those periods may still be adjusted upon examination by the IRS or state taxing authorities if they either have been or will be used in a subsequent period. We believe we have adequately accrued for tax deficiencies or reductions in tax benefits, if any, that could result from the examination and all open audit years.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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+ Details

Accrued and Other Liabilities (Tables)

9 Months Ended

Sep. 28, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

The components of accrued and other liabilities were as follows:


	(Dollars in thousands)
	September 28, 2024		December 31, 2023
Accrued compensation	$	33,035	$	35,574
Accrued income tax and sales tax	3,164		177



Other	9,927		6,509
Total	$	46,126	$	42,260

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 28, 2024	Sep. 30, 2023	Sep. 28, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net Income	$ 10,148	$ 3,213	$ 24,721	$ 10,818
Other Comprehensive (Loss) Income, Net of Tax:
Amortization of actuarial losses and prior service costs, net of tax of $14 and $13 for the three months ended September 28, 2024 and September 30, 2023, respectively, and $43 and $40 for the nine months ended September 28, 2024 and September 30, 2023, respectively	43	42	129	125
Change in net unrealized gains on cash flow hedges, net of tax (benefit) expense of $(1,543) and $1,413 for the three months ended September 28, 2024 and September 30, 2023, respectively, and $(806) and $1,719 for the nine months ended September 28, 2024 and September 30, 2023, respectively	(5,060)	4,537	(2,648)	5,523
Other Comprehensive (Loss) Income, Net of Tax	(5,017)	4,579	(2,519)	5,648
Comprehensive Income	$ 5,131	$ 7,792	$ 22,202	$ 16,466

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Business Combinations

9 Months Ended

Sep. 28, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Combinations

BLR Aerospace, L.L.C. Acquisition

In April 2023, we acquired 100.0% of the outstanding equity interests of BLR Aerospace, L.L.C. (“BLR”), a privately-held leading provider of aerodynamic systems that enhance the productivity, performance, and safety of rotary and fixed-wing aircraft on commercial and military platforms. BLR is located in Everett, Washington. The acquisition of BLR added to our strategy to diversify and offer more customized, value-driven engineered products with aftermarket opportunities.

The initial purchase price for BLR was $115.0 million, net of cash acquired, all payable in cash, subject to adjustments for working capital. We paid a gross aggregate of $117.0 million in cash upon the closing of the transaction. Subsequent to the closing of the transaction, during the three months ended September 30, 2023, the working capital was finalized, resulting in an immaterial adjustment for a final purchase price of $114.4 million, net of cash acquired. We allocated the gross purchase price of $117.0 million to the assets acquired and liabilities assumed at their estimated fair values. The excess of the purchase price over the aggregate fair values of the net assets was recorded as goodwill.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):


	Estimated Fair Value
Cash	$	2,656
Accounts receivable	4,149
Inventories	12,011
Other current assets	891
Property and equipment	2,632
Operating lease right-of-use assets	874
Intangible assets	55,500
Goodwill	41,193

Total assets acquired	119,906
Current liabilities	(2,145)

Other non-current liabilities	(727)
Total liabilities assumed	(2,872)
Total purchase price allocation	$	117,034


	Useful Life (In years)	Estimated Fair Value (In thousands)
Intangible assets:
Technology	23	$	35,600
Customer relationships	10-22	15,000
Trade name	18	4,900
		$	55,500

The intangible assets acquired of $55.5 million were determined based on the estimated fair values using valuation techniques consistent with the income approach to measure fair value, which represented Level 3 fair value measurements. The useful lives were estimated based on the underlying agreements or the future economic benefit expected to be received from the assets. The values for technology and trade name were assessed using the relief from royalty methodology, while the value for customer relationships was estimated based on a multi-period excess earnings approach. Inputs to the income approach models and other aspects of the allocation of the purchase price require judgment. The more significant inputs used in the technology intangible asset valuation included (i) future revenues, (ii) the technology decay rate, (iii) the royalty rate, and (iv) the discount rate. The more significant inputs used in the customer relationships intangible asset valuation included (i) future revenues, (ii) the projected earnings before interest, taxes, and amortization (“EBITA”) margins, (iii) the customer attrition rates, and (iv) the discount rate.

The goodwill of $41.2 million arising from the acquisition is attributable to the benefits we expect to derive from expected synergies from the transaction, including complementary products that will enhance our overall product portfolio, opportunities within new markets, and an acquired assembled workforce. All the goodwill was assigned to the Structural Systems segment.

The BLR acquisition, for tax purposes, is deemed an asset acquisition and thus, the goodwill recognized is deductible for income tax purposes.

Acquisition related transaction costs were not included as components of consideration transferred but have been expensed as incurred. Total acquisition-related transaction costs incurred by us were zero for each of the three months ended September 28, 2024 and September 30, 2023, and zero and $1.3 million during the nine months ended September 28, 2024 and September 30, 2023, respectively, and charged to selling, general and administrative expenses.

BLR’s results of operations have been included in our condensed consolidated statements of income since the date of acquisition as part of the Structural Systems segment, and its revenues were less than three percent of total company revenues since the date of acquisition. Pro forma results of operations of the BLR acquisition have not been presented as the effect of the BLR acquisition was not material to our financial results.

Shareholders’ Equity	9 Months Ended
Shareholders’ Equity	Sep. 28, 2024
Equity [Abstract]
Shareholders’ Equity	Shareholders’ Equity In May 2023, we completed a public offering of 2.3 million shares of our common stock at $40.00 per share, for gross proceeds of $92.0 million. The common stock offering was made under our effective shelf registration statement. We incurred aggregate total out of pocket stock offering related fees of $6.9 million, resulting in net proceeds of $85.1 million. As such, we recorded an increase to common stock at par value of less than $0.1 million with the remaining amount as an increase to additional paid-in capital of $85.1 million. The net proceeds of the public stock offering along with cash on hand were used to pay down $85.2 million on the 2022 Revolving Credit Facility that was drawn on and utilized to complete the acquisition of BLR. See Note 2 and Note 8 for further information.

- Definition

The entire disclosure for equity.

+ References

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+ Details

Restructuring Activities

9 Months Ended

Sep. 28, 2024

Restructuring and Related Activities [Abstract]

Restructuring Activities

Summary of 2022 Restructuring Plan

In April 2022, management approved and commenced a restructuring plan that is intended to better position us for stronger performance. The restructuring plan will mainly reduce headcount and consolidate facilities. As a result of this restructuring plan, we analyzed the need to write-down inventory and impair long-lived assets, including operating lease right-of-use assets. During the three and nine months ended September 28, 2024, we recorded total charges of $1.9 million and $5.4 million ($0.9 million of which was recorded as cost of sales), respectively. Cumulative through the nine months ended September 28, 2024, we recorded aggregate total charges of $26.9 million ($1.7 million of which was recorded as cost of sales). As of September 28, 2024, we estimate the remaining amount of charges related to this initiative will be $2.0 million to $3.0 million in total pre-tax restructuring charges through early 2025 for facility consolidation related expenses.

In the Electronics Systems segment, we recorded charges of $0.1 million during the three months ended September 28, 2024 for severance and benefits that were classified as restructuring charges. We recorded charges of $0.4 million and $0.2 million during the nine months ended September 28, 2024, for severance and benefits that were classified as restructuring charges and other restructuring charges, respectively. Cumulative through the nine months ended September 28, 2024, we recorded total charges for severance and benefits that were classified as restructuring charges, accelerated depreciation of property and equipment that was classified as restructuring charges, charges for inventory write down that was classified as cost of sales, and other restructuring of $10.0 million, $0.3 million, $0.3 million, and $0.2 million, respectively.

In the Structural Systems segment, we recorded $0.7 million and $1.1 million during the three months ended September 28, 2024 for severance and benefits that were classified as restructuring charges and other restructuring charges, respectively. We recorded charges of $1.7 million and $2.3 million during the nine months ended September 28, 2024, for severance and benefits that were classified as restructuring charges and other restructuring charges, respectively. Cumulative through the nine months ended September 28, 2024, we recorded total charges for severance and benefits that were classified as restructuring charges, accelerated depreciation of property and equipment/impairment of property and equipment that was classified as restructuring charges, charges for inventory write down that was classified as cost of sales, and other restructuring of $7.6 million, $2.0 million, $1.4 million, and $5.1 million, respectively.

Our restructuring activities during the nine months ended September 28, 2024 were as follows (in thousands):


	December 31, 2023		Nine Months Ended September 28, 2024								September 28, 2024
	Balance		Charges		Cash Payments		Non-Cash Payments		Change in Estimates		Balance
Severance and benefits	$	5,389	$	2,116	$	(4,079)	$	—	$	—	$	3,426



Inventory write down	—		857		—		(857)		—		—
Other	—		2,432		(2,432)		—		—		—
Ending balance	$	5,389	$	5,405	$	(6,511)	$	(857)	$	—	$	3,426

The restructuring activities accrual for severance and benefits of $3.4 million as of September 28, 2024 was included as part of accrued and other liabilities and is expected to be paid out through early 2025.