Business Context and Reporting Period
Company: Ducommun Incorporated
Filing Type: Form 8-K (Current Report)
Date of Report: November 9, 1999
Event: Acquisition of assets and assumption of liabilities of Parsons Precision Products, Inc. ("Parsons") by Ducommun Acquisition Corporation, a wholly-owned subsidiary of Ducommun.
Key Financial Metrics
- Transaction Value: Approximately $22,000,000.
- Payment Method: Paid in cash at closing.
- Funding Source: Ducommun's working capital and borrowings under a credit agreement with Bank of America.
- Assets Acquired: Fixed assets, accounts receivable, inventory, rights under agreements, and other assets.
- Liabilities Assumed: Trade payables, certain accrued liabilities, and obligations under certain agreements.
- Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, cash flow, margin, or debt figures for Ducommun or Parsons.
Material Changes
On November 9, 1999, Ducommun expanded its operations by acquiring Parsons, a leading manufacturer of titanium hot-formed products for the aerospace industry. The purchase price was determined primarily by reference to Parsons' tangible net worth as of the Closing Date and its future earnings potential. The price is subject to adjustment based on tangible net worth determined in accordance with generally accepted accounting principles.
Outlook, Risks, and Management Commentary
- Operational Strategy: Ducommun does not intend to move the business; assets will be used in substantially the same manner as prior to the acquisition.
- Pro Forma Information: Not applicable per the filing.
- Risks/Contingencies: The purchase price is subject to adjustment based on the final determination of tangible net worth.
Investor Verification Checklist
- Verify the final adjusted purchase price based on the tangible net worth calculation.
- Review the impact of the acquisition on Ducommun's liquidity and debt covenants under the Bank of America credit agreement.
- Examine the specific liabilities assumed to assess potential contingent obligations.
- Confirm the integration timeline and expected synergies with Ducommun's existing aerospace operations.