DUCOMMUN INC /DE/ ITEM 1A RISK FACTORS The Company’s business, financial condition, results of operations and cash flows may be affected by known and unknown risks, uncertainties and other factors |
Any of these risks, uncertainties and other factors could cause the Company’s future financial results to differ materially from recent financial results or from currently anticipated future financial results |
In addition to those noted elsewhere in this report, the Company is subject to the following risks and uncertainties: Aerospace Markets Are Cyclical The aerospace markets in which the Company sells its products are cyclical and have experienced periodic declines |
The Company’s sales are, therefore, unpredictable and tend to fluctuate based on a number of factors, including economic conditions and developments affecting the aerospace industry and the customers served |
Although the market for the Company’s products sold for new commercial aircraft production currently appears to be experiencing a slight improvement, any downturn in commercial aircraft production could have a negative impact on the Company’s business, financial condition and operating results |
Military and Space-Related Products Are Dependent Upon Government Spending The Company estimates that in 2005 approximately 65prca of its sales were derived from military and space markets |
These military and space markets are largely dependent upon government spending, particularly by the United States government |
Changes in the levels of spending for military and space could improve or negatively impact the Company’s prospects in its military and space markets |
The Company has received a termination notice on the Space Shuttle program which affects virtually all of the Company’s work on the program |
The Company had sales of approximately dlra7cmam396cmam000 for the Space Shuttle program in 2005 |
The Company Is Dependent on Boeing Commercial Aircraft, the C-17 Aircraft and Apache Helicopter Programs The Company estimates that in 2005 approximately 15prca of its sales were for Boeing commercial aircraft, 12prca of its sales were for the C-17 aircraft, and 20prca of its sales were for the Apache helicopter |
The Company’s sales for Boeing commercial aircraft and the C-17 aircraft are principally for new aircraft production; and the Company’s sales for the Apache helicopter are principally for replacement rotor blades |
Any significant change in production rates for these programs would have a material effect on the Company’s results of operations and cash flows |
In addition, there is no guarantee that the Company’s current significant customers will continue to buy products from the Company at current levels |
The loss of a key customer could have a material adverse effect on the Company |
For example, the Company manufactures the spoilers for the Boeing 737NG aircraft (the “737 Spoilers”), which contributed approximately dlra15cmam996cmam000 9 ______________________________________________________________________ [10]Table of Contents to sales in 2005 |
The Company has been informed that a competitor has been awarded a contract to produce the 737 Spoilers |
Although the precise timing and amount of any transition of work to the competitor is presently unknown, such a transition of work may occur as early as 2008 |
Terrorist Attacks May Adversely Impact the Company’s Operations There can be no assurance that the current world political and military tensions, or the United States military actions, will not lead to acts of terrorism and civil disturbances in the United States or elsewhere |
These attacks may strike directly at the physical facilities of the Company, its suppliers or its customers |
Such attacks could have an adverse impact on the Company’s domestic and international sales, supply chain, production capabilities, insurance premiums or ability to purchase insurance, thereby adversely affecting the Company’s financial position, results of operations and cash flows |
In addition, the consequences of terrorist attacks and armed conflicts are unpredictable, and their long-term effects upon the Company are uncertain |
The Company Is Experiencing Competitive Pricing Pressures The aerospace industry is highly competitive and competitive pressures may adversely affect the Company |
The Company competes worldwide with a number of United States and international companies that are larger than it in terms of resources and market share |
The Company is experiencing competitive pricing pressures in both its DAS and DTI businesses |
These competitive pricing pressures have had, and are expected to continue to have, a material adverse effect on the Company’s business, financial condition and operating results |
The Company Faces Risks of Cost Overruns and Losses on Fixed-Price Contracts The Company sells its products under firm, fixed-price contracts providing for a fixed price for the products regardless of the production costs incurred by the Company |
As a result, manufacturing inefficiencies, start-up costs and other factors may result in cost overruns and losses on contracts |
The cost of producing products also may be adversely affected by increases in the cost of labor, materials, outside processing, overhead and other factors |
In many cases, the Company makes multiyear firm, fixed-price commitments to its customers, without assurance that the Company’s anticipated production costs will be achieved |
Risks Associated With Foreign Operations Could Adversely Impact the Company In 2006, the Company plans to commence limited production of certain products for its DTI subsidiary at a new manufacturing facility in Thailand |
The Company will incur start-up and operating expenses in connection with the Thailand facility which could be greater than expected |
Doing business in Thailand and other foreign countries also is subject to various risks, including political instability, local economic conditions, foreign currency fluctuations, foreign government regulatory requirements, trade tariffs, and the potentially limited availability of skilled labor in proximity to the Company’s facility |
The Company’s Products and Processes Are Subject to Risks from Changes in Technology The Company’s products and processes are subject to risks of obsolescence as a result of changes in technology |
To address this risk, the Company invests in product design and development, and for capital expenditures |
There can be no guarantee that the Company’s product design and development efforts will be successful, or that the amounts of money 10 ______________________________________________________________________ [11]Table of Contents required to be invested for product design and development and capital expenditures will not increase materially in the future |
The Company Faces Risks Associated with Acquisitions and Dispositions of Businesses A key element of the Company’s long-term strategy has been growth through acquisitions |
The Company is continuously reviewing and actively pursuing acquisitions, including acquisitions outside of its current aerospace markets |
Acquisitions may require the Company to incur additional indebtedness, resulting in increased leverage |
Any significant acquisition may result in a material weakening of the Company’s financial position and a material increase in the Company’s cost of borrowings |
Acquisitions also may require the Company to issue additional equity, resulting in dilution to existing stockholders |
This additional financing for acquisitions and capital expenditures may not be available on terms acceptable or favorable to the Company |
Acquired businesses may not achieve anticipated results, and could result in a material adverse effect on the Company’s financial condition, results of operations and cash flows |
The Company also periodically reviews its existing businesses to determine if they are consistent with the Company’s strategy |
The Company has sold, and may sell in the future, business units and product lines, which may result in either a gain or loss on disposition |
The Company’s acquisition strategy exposes it to risks, including the risk that the Company may not be able to successfully integrate acquired businesses |
The Company’s ability to grow by acquisition is dependent upon, among other factors, the availability of suitable acquisition candidates |
Growth by acquisition involves risks that could have a material adverse effect on the Company’s business, financial condition and operating results, including difficulties in integrating the operations and personnel of acquired companies, the potential amortization of acquired intangible assets, the potential impairment of goodwill and the potential loss of key employees of acquired companies |
The Company may not be able to consummate acquisitions on satisfactory terms or, if any acquisitions are consummated, to satisfactorily integrate these acquired businesses |
Goodwill Could Be Impaired in the Future In assessing the recoverability of the Company’s goodwill at December 31, 2005, management was required to make certain critical estimates and assumptions |
These estimates and assumptions included that during the next several years the Company will make improvements in manufacturing efficiency, achieve reductions in operating costs, and obtain increases in sales and backlog |
If any of these or other estimates and assumptions are not realized in the future, the Company may be required to record an impairment charge for the goodwill |
The goodwill of the Company was dlra57cmam201cmam000 at December 31, 2005 |
Significant Consolidation in the Aerospace Industry Could Adversely Affect the Company’s Business and Financial Results The aerospace industry is experiencing significant consolidation, including the Company’s customers, competitors and suppliers |
Consolidation among the Company’s customers may result in delays in the award of new contracts and losses of existing business |
Consolidation among the Company’s competitors may result in larger competitors with greater resources and market share, which could adversely affect the Company’s ability to compete successfully |
Consolidation among the Company’s suppliers may result in fewer sources of supply and increased cost to the Company |
11 ______________________________________________________________________ [12]Table of Contents The Company’s Failure to Meet Quality or Delivery Expectations of Customers Could Adversely Affect the Company’s Business and Financial Results The Company’s customers have increased, and are expected to increase further in the future, their expectations with respect to the on-time delivery and quality of the Company’s products |
In many cases, the Company does not presently satisfy these customer expectations, particularly with respect to on-time delivery |
If the Company fails to meet the quality or delivery expectations of its customers, this failure could lead to the loss of one or more significant customers of the Company |
The Company’s Manufacturing Operations May Be Adversely Affected by the Availability of Raw Materials and Components from Suppliers In some cases, the Company’s customers supply raw materials and components to the Company |
In other cases, the Company’s customers designate specific suppliers from which the Company is directed to purchase raw materials and components |
As a result, the Company may have limited control over the selection of suppliers and the timing of receipt and cost of raw materials and components from suppliers |
The failure of customers and suppliers to deliver on a timely basis raw materials and components to the Company may adversely affect the Company’s results of operations and cash flows |
In addition, the Company has experienced increases in lead times for, and a deterioration in the availability of, aluminum, titanium and certain other materials |
These problems with raw material availability could have an adverse effect on the Company’s results of operations in the future |
Environmental Liabilities Could Adversely Affect the Company’s Financial Results The Company is subject to various environmental laws and regulations |
The Company is investigating and taking corrective action for groundwater contamination at its DAS subsidiary’s El Mirage, California site |
The Company is also a potentially responsible party at certain sites at which it previously disposed of hazardous wastes or previously had manufacturing operations |
There can be no assurance that future developments, lawsuits and administrative actions, and liabilities relating to environmental matters will not have a material adverse effect on the Company’s results of operations or cash flows |
The DAS chemical milling business uses various acid and alkaline solutions in the chemical milling process, resulting in potential environmental hazards |
Despite existing waste recovery systems and continuing capital expenditures for waste reduction and management, at least for the immediate future, this business will remain dependent on the availability and cost of remote hazardous waste disposal sites or other alternative methods of disposal |
Product Liability Claims in Excess of Insurance Could Adversely Affect the Company’s Financial Results and Financial Condition The Company faces potential liability for personal injury or death as a result of the failure of products designed or manufactured by the Company |
Although the Company maintains product liability insurance, any material product liability not covered by insurance could have a material adverse effect on the Company’s financial condition, results of operations and cash flows |
Damage or Destruction of the Company’s Facilities Caused by Earthquake or Other Causes Could Adversely Affect the Company’s Financial Results and Financial Condition Although the Company maintains standard property casualty insurance covering its properties, the Company does not carry any earthquake insurance because of the cost of such insurance |
Most of the Company’s properties are located in Southern California, an area subject 12 ______________________________________________________________________ [13]Table of Contents to frequent and sometimes severe earthquake activity |
Even if covered by insurance, any significant damage or destruction of the Company’s facilities could result in the inability to meet customer delivery schedules and may result in the loss of customers and significant additional costs to the Company |
As a result, any significant damage or destruction of the Company’s properties could have a material adverse effect on the Company’s business, financial condition or results of operations |