dco-20230504
0000030305FALSE00000303052023-05-042023-05-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
 
 CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2023
____________________________
DUCOMMUN INCORPORATED
(Exact name of registrant as specified in its charter)
____________________________
Delaware001-08174 95-0693330
(State or other jurisdiction
of incorporation)
(Commission
File Number)
 (IRS Employer
Identification No.)
200 Sandpointe Avenue, Suite 700 , Santa Ana, California
 92707-5759
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (657335-3665
N/A
(Former name or former address, if changed since last report.)
____________________________ 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per share DCONew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
¨



Item 2.02Results of Operations and Financial Condition.
Ducommun Incorporated issued a press release on May 4, 2023 in the form attached hereto as Exhibit 99.1.
 
Item 9.01Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.Exhibit Title or Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
DUCOMMUN INCORPORATED
(Registrant)
Date: May 4, 2023 By:/s/ Suman B. Mookerji
 Suman B. Mookerji
 Senior Vice President, Chief Financial Officer, Controller and Treasurer


Document

EXHIBIT 99.1
https://cdn.kscope.io/26dfefee88ba5927a1b1777e3fc82b34-dcologoandaddressa05.jpg
NEWS RELEASE

Ducommun Incorporated Reports
First Quarter 2023 Results
Good Start to 2023; Double Digit Revenue Growth; BLR Aerospace Acquisition Completed
SANTA ANA, CALIFORNIA (May 4, 2023) – Ducommun Incorporated (NYSE: DCO) (“Ducommun” or the “Company”) today reported results for its first quarter ended April 1, 2023.
First Quarter 2023 Recap
Net revenue was $181.2 million, up 11%, all organic
Net income of $5.2 million, or $0.42 per diluted share
Adjusted net income of $7.9 million, or $0.63 per diluted share
Adjusted EBITDA of $23.1 million, or 12.7% of revenue
Completed the acquisition of BLR Aerospace after quarter end
“We are off to a good start in 2023, with double digit top-line growth, led by strong Commercial Aerospace demand and continued steady performance from our defense business,” said Stephen G. Oswald, chairman, president and chief executive officer. “Quarterly revenue exceeded $180 million for a second consecutive quarter, increasing to $181.2 million, up 11% over Q1 2022. Our excellent position on narrow-body aircraft was key to driving Commercial Aerospace revenues up 35% year-over-year, another positive sign the recovery is in good shape and will only get better this year and in 2024. The Company also delivered gross margins in Q1 2023 of 20.3%, a solid overall performance as well as we continue to work through our meaningful restructuring activities. Our Q1 2023 adjusted EBITDA of $23.1 million is an increase of $3.0 million compared to a year ago.
“Finally, we announced last month we had completed the acquisition of BLR Aerospace, an industry leader in providing engineered products and aftermarket services to rotocraft, fixed-wing business aviation OEM customers and fleet operators. I am delighted this is now our fifth and largest acquisition since I joined the Company back in 2017. BLR Aerospace is also 100 percent in line with the expectations discussed at the Ducommun Investor Day in December 2022 as it strengthens our proprietary engineered products and aftermarket revenue.”
First Quarter Results
Net revenue for the first quarter of 2023 was $181.2 million compared to $163.5 million for the first quarter of 2022. The year-over-year increase of 10.8% was primarily due to the following:
$19.0 million higher revenue in the Company’s commercial aerospace end-use markets due to higher build rates on other commercial aerospace platforms and large aircraft platforms; partially offset by
$2.9 million lower revenue in the Company’s military and space end-use markets due to lower build rates on military fixed-wing aircraft platforms and military rotary-wing aircraft platforms, partially offset by higher build rates on other military and space platforms.
Net income for the first quarter of 2023 was $5.2 million, or $0.42 per diluted share, compared to $8.1 million, or $0.66 per diluted share, for the first quarter of 2022. This reflects higher restructuring charges of $4.2 million and higher selling, general and administrative (“SG&A”) expenses of $2.9 million, partially offset by higher gross profit of $4.3 million.
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Gross profit for the first quarter of 2023 was $36.8 million, or 20.3% of revenue, compared to gross profit of $32.5 million, or 19.9% of revenue, for the first quarter of 2022. The increase in gross profit as a percentage of net revenue year-over-year was primarily due to favorable manufacturing volume, partially offset by unfavorable other manufacturing costs and unfavorable product mix.
Operating income for the first quarter of 2023 was $6.4 million, or 3.5% of revenue, compared to $9.1 million, or 5.6% of revenue, in the comparable period last year. The year-over-year decrease of $2.8 million was primarily due to higher restructuring charges and higher SG&A expenses, partially offset by higher gross profit. Adjusted operating income for the first quarter of 2023 was $13.6 million, or 7.5% of revenue, compared to $12.3 million, or 7.5% of revenue, in the comparable period last year.
Interest expense for the first quarter of 2023 was $4.2 million compared to $2.4 million in the comparable period of 2022. The year-over-year increase was primarily due to higher interest rates, partially offset by a lower outstanding debt balance.
Adjusted EBITDA for the first quarter of 2023 was $23.1 million, or 12.7% of revenue, compared to $20.1 million, or 12.3% of revenue, for the comparable period in 2022.
During the first quarter of 2023, the net cash used in operations was $18.9 million, essentially flat compared to $18.9 million during the first quarter of 2022. The net cash used in operations during the first quarter of 2023 was primarily due to higher inventories, lower accrued and other liabilities, and lower net income, partially offset by lower accounts receivable.
Business Segment Information
Electronic Systems
Electronic Systems segment net revenue for the quarter ended April 1, 2023 was $105.6 million, compared to $97.5 million for the first quarter of 2022. The year-over-year increase was primarily due to the following:
$5.0 million higher revenue in the Company’s commercial aerospace end-use markets due to higher build rates on other commercial aerospace platforms; and
$1.5 million higher revenue within the Company’s military and space end-use markets due to higher build rates on other military and space platforms, partially offset by lower build rates on military fixed-wing aircraft platforms.
Electronic Systems segment operating income for the quarter ended April 1, 2023 was $10.0 million, or 9.5% of revenue, compared to $9.4 million, or 9.7% of revenue, for the comparable quarter in 2022. The year-over-year increase of $0.6 million was primarily due to favorable manufacturing volume, partially offset by higher restructuring charges and unfavorable product mix.
Structural Systems
Structural Systems segment net revenue for the quarter ended April 1, 2023 was $75.6 million, compared to $66.0 million for the first quarter of 2022. The year-over-year increase was primarily due to the following:
$14.0 million higher revenue within the Company’s commercial aerospace end-use markets due to higher build rates on large aircraft platforms and other commercial aerospace platforms; partially offset by
$4.4 million lower revenue within the Company’s military and space end-use markets due to lower build rates on various missile platforms and military rotary-wing aircraft platforms.
Structural Systems segment operating income for the quarter ended April 1, 2023 was $4.7 million, or 6.3% of revenue, compared to $4.9 million, or 7.4% of revenue, for the comparable quarter in 2022. The year-over-year decrease of $0.1 million was primarily due to unfavorable other manufacturing costs, higher restructuring charges, and unfavorable product mix, partially offset by favorable manufacturing volume.
Corporate General and Administrative (“CG&A”) Expenses
CG&A expenses for the first quarter of 2023 were $8.4 million, or 4.6% of total Company revenue, compared to $5.2 million, or 3.2% of total Company revenue, for the comparable quarter in the prior year. The year-over-year increase in CG&A expenses was primarily due to higher compensation and benefits costs of $1.7 million and higher professional services fees of $1.5 million, mainly due to the BLR acquisition.
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Conference Call
A teleconference hosted by Stephen G. Oswald, the Company’s chairman, president and chief executive officer, and Suman B. Mookerji, the Company’s senior vice president, chief financial officer, controller and treasurer will be held today, May 4, 2023 at 10:00 a.m. PT (1:00 p.m. ET) to review these financial results. To access the conference call, please pre-register using the following registration link:
https://register.vevent.com/register/BI8d10bfb4fa474ce682d9c63ec6e8d67e
Registrants will receive a confirmation with dial-in details. Mr. Oswald and Mr. Mookerji will be speaking on behalf of the Company and anticipate the call (including Q&A) to last approximately 45 minutes. A live webcast of the event can be accessed using the link above. A replay of the webcast will be available on the Ducommun website at Ducommun.com.
Additional information regarding Ducommun's results can be found in the Q1 2023 Earnings Presentation available at Ducommun.com.
About Ducommun Incorporated
Ducommun Incorporated delivers value-added innovative manufacturing solutions to customers in the aerospace, defense and industrial markets. Founded in 1849, the Company specializes in two core areas - Electronic Systems and Structural Systems - to produce complex products and components for commercial aircraft platforms, mission-critical military and space programs, and sophisticated industrial applications. For more information, visit Ducommun.com.
Forward Looking Statements
This press release and any attachments include “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, in particular, any statements about the Company's expectations relating to the commercial aerospace recovery in 2023 and 2024, and the BLR Aerospace acquisition strengthening the Company's engineered products portfolio and adding to its aftermarket revenues. The Company generally uses the words “may,” “will,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “continue” and similar expressions in this press release and any attachments to identify forward-looking statements. The Company bases these forward-looking statements on its current views with respect to future events and financial performance. Actual results could differ materially from those projected in the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: whether the anticipated pre-tax restructuring charges will be sufficient to address all anticipated restructuring costs, including related to employee separation, facilities consolidation, inventory write-down and other asset impairments; whether the expected cost savings from the restructuring will ultimately be obtained in the amount and during the period anticipated; whether the restructuring in the affected areas will be sufficient to build a more cost efficient, focused, higher margin enterprise with higher returns for the Company's shareholders; the strength of the real estate market, the duration of any lease entered into as part of any sale-leaseback transaction, the amount of commissions owed to brokers, and applicable tax rates; the impact of the Company’s debt service obligations and restrictive debt covenants; the Company’s end-use markets are cyclical; the Company depends upon a selected base of industries and customers; a significant portion of the Company’s business depends upon U.S. Government defense spending; the Company is subject to extensive regulation and audit by the Defense Contract Audit Agency; contracts with some of the Company’s customers contain provisions which give the its customers a variety of rights that are unfavorable to the Company; further consolidation in the aerospace industry could adversely affect the Company’s business and financial results; the Company’s ability to successfully make acquisitions, including its ability to successfully integrate, operate or realize the projected benefits of such businesses; the Company relies on its suppliers to meet the quality and delivery expectations of its customers; the Company uses estimates when bidding on fixed-price contracts which estimates could change and result in adverse effects on its financial results; the impact of existing and future laws and regulations; the impact of existing and future accounting standards and tax rules and regulations; environmental liabilities could adversely affect the Company’s financial results; cyber security attacks, internal system or service failures may adversely impact the Company’s business and operations; the ultimate geographic spread, duration and severity of the coronavirus (COVID-19) outbreak, and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or treat its impact, and other risks and uncertainties, including those detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission. You should not put undue reliance on any forward-looking statements. You should understand that many important factors, including those discussed herein, could cause the Company’s results to differ materially from those expressed or suggested in any forward-looking statement. Except as required by law, the Company does not undertake any obligation to update
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or revise these forward-looking statements to reflect new information or events or circumstances that occur after the date of this news release, May 4, 2023, or to reflect the occurrence of unanticipated events or otherwise. Readers are advised to review the Company’s filings with the Securities and Exchange Commission (which are available from the SEC’s EDGAR database at www.sec.gov).
Note Regarding Non-GAAP Financial Information
This release contains non-GAAP financial measures, including Adjusted EBITDA (which excludes interest expense, income tax expense, depreciation, amortization, stock-based compensation expense, restructuring charges, Guaymas fire related expenses, insurance recoveries related to loss on operating assets, insurance recoveries related to business interruption, and inventory purchase accounting adjustments), non-GAAP operating income and as a percentage of net revenues, non-GAAP earnings, and non-GAAP earnings per share. In addition, certain other prior period amounts have been reclassified to conform to current year’s presentation.
The Company believes the presentation of these non-GAAP measures provide important supplemental information to management and investors regarding financial and business trends relating to its financial condition and results of operations. The Company’s management uses these non-GAAP financial measures along with the most directly comparable GAAP financial measures in evaluating the Company’s actual and forecasted operating performance, capital resources and cash flow. The non-GAAP financial information presented herein should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The Company discloses different non-GAAP financial measures in order to provide greater transparency and to help the Company’s investors to more meaningfully evaluate and compare Ducommun’s results to its previously reported results. The non-GAAP financial measures that the Company uses may not be comparable to similarly titled financial measures used by other companies.
We define backlog as potential revenue and is based on customer placed purchase orders and long-term agreements (“LTAs”) with firm fixed price and expected delivery dates of 24 months or less. The majority of the LTAs do not meet the definition of a contract under ASC 606 and thus, the backlog amount disclosed herein is greater than the remaining performance obligations disclosed under ASC 606. Backlog is subject to delivery delays or program cancellations, which are beyond our control. Backlog is affected by timing differences in the placement of customer orders and tends to be concentrated in several programs to a greater extent than our net revenues. As a result of these factors, trends in our overall level of backlog may not be indicative of trends in our future net revenues.
CONTACT:
Suman Mookerji, Senior Vice President, Chief Financial Officer, Controller and Treasurer, 657.335.3665
[Financial Tables Follow]
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DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
 
April 1,
2023
December 31,
2022
Assets
Current Assets
Cash and cash equivalents$17,115 $46,246 
Accounts receivable, net95,774 103,958 
Contract assets194,316 191,290 
Inventories193,999 171,211 
Production cost of contracts5,368 5,693 
Other current assets8,803 8,938 
Total Current Assets515,375 527,336 
Property and Equipment, Net107,038 106,225 
Operating Lease Right-of-Use Assets37,204 34,632 
Goodwill203,407 203,407 
Intangibles, Net123,576 127,201 
Other Assets19,478 22,705 
Total Assets$1,006,078 $1,021,506 
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable$98,879 $90,143 
Contract liabilities39,682 47,068 
Accrued and other liabilities28,800 48,820 
Operating lease liabilities7,745 7,155 
Current portion of long-term debt6,250 6,250 
Total Current Liabilities181,356 199,436 
Long-Term Debt, Less Current Portion239,128 240,595 
Non-Current Operating Lease Liabilities30,831 28,841 
Deferred Income Taxes12,250 13,953 
Other Long-Term Liabilities14,129 12,721 
Total Liabilities477,694 495,546 
Commitments and Contingencies
Shareholders’ Equity
Common Stock122 121 
Additional Paid-In Capital111,322 112,042 
Retained Earnings411,283 406,052 
Accumulated Other Comprehensive Income5,657 7,745 
Total Shareholders’ Equity528,384 525,960 
Total Liabilities and Shareholders’ Equity$1,006,078 $1,021,506 

5


DUCOMMUN INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
 
 Three Months Ended
 April 1,
2023
April 2,
2022
Net Revenues$181,191 $163,481 
Cost of Sales144,424 131,006 
Gross Profit36,767 32,475 
Selling, General and Administrative Expenses26,225 23,352 
Restructuring Charges4,170 — 
Operating Income6,372 9,123 
Interest Expense(4,219)(2,402)
Other Income3,886 3,000 
Income Before Taxes6,039 9,721 
Income Tax Expense808 1,622 
Net Income$5,231 $8,099 
Earnings Per Share
Basic earnings per share$0.43 $0.68 
Diluted earnings per share$0.42 $0.66 
Weighted-Average Number of Common Shares Outstanding
Basic12,195 11,989 
Diluted12,538 12,328 
Gross Profit %20.3 %19.9 %
SG&A %14.5 %14.3 %
Operating Income %3.5 %5.6 %
Net Income %2.9 %5.0 %
Effective Tax Rate13.4 %16.7 %

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DUCOMMUN INCORPORATED AND SUBSIDIARIES
BUSINESS SEGMENT PERFORMANCE
(Unaudited)
(Dollars in thousands)
 
 Three Months Ended
 %
Change
April 1,
2023
April 2,
2022
%
of Net  Revenues
2023
%
of Net  Revenues
2022
Net Revenues
Electronic Systems8.4 %$105,626 $97,466 58.3 %59.6 %
Structural Systems14.5 %75,565 66,015 41.7 %40.4 %
Total Net Revenues10.8 %$181,191 $163,481 100.0 %100.0 %
Segment Operating Income
Electronic Systems$10,011 $9,411 9.5 %9.7 %
Structural Systems 4,745 4,887 6.3 %7.4 %
14,756 14,298 
Corporate General and Administrative Expenses(1)
(8,384)(5,175)(4.6)%(3.2)%
Total Operating Income$6,372 $9,123 3.5 %5.6 %
Adjusted EBITDA
Electronic Systems
Operating Income
$10,011 $9,411 
Depreciation and Amortization
3,498 3,506 
Restructuring Charges1,874 — 
15,383 12,917 14.6 %13.3 %
Structural Systems
Operating Income
4,745 4,887 
Depreciation and Amortization
4,432 4,203 
Restructuring Charges2,296 — 
Guaymas fire related expenses1,468 957 
Inventory Purchase Accounting Adjustments— 637 
12,941 10,684 17.1 %16.2 %
Corporate General and Administrative Expenses(1)
Operating loss
(8,384)(5,175)
Depreciation and Amortization
59 59 
Stock-Based Compensation Expense(2)
3,081 1,590 
(5,244)(3,526)
Adjusted EBITDA
$23,080 $20,075 12.7 %12.3 %
Capital Expenditures
Electronic Systems$1,851 $1,696 
Structural Systems3,130 3,372 
Corporate Administration— — 
Total Capital Expenditures$4,981 $5,068 
(1)Includes costs not allocated to either the Electronic Systems or Structural Systems operating segments.
(2)The three months ended April 1, 2023 and April 2, 2022 included $0.4 million and zero, respectively, of stock-based compensation expense for awards with both performance and market conditions that will be settled in cash.
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DUCOMMUN INCORPORATED AND SUBSIDIARIES
GAAP TO NON-GAAP OPERATING INCOME RECONCILIATION
(Unaudited)
(Dollars in thousands)
Three Months Ended
GAAP To Non-GAAP Operating IncomeApril 1, 2023April 2, 2022%
of Net  Revenues
2023
%
of Net  Revenues
2022
GAAP Operating income$6,372 $9,123 
GAAP Operating income - Electronic Systems$10,011 $9,411 
Adjustment:
Restructuring charges1,874 — 
Amortization of acquisition-related intangible assets373 373 
Adjusted operating income - Electronic Systems12,258 9,784 11.6 %10.0 %
GAAP Operating income - Structural Systems4,745 4,887 
Adjustment:
Restructuring charges2,296 — 
Guaymas fire related expenses1,468 957 
Inventory purchase accounting adjustments— 637 
Amortization of acquisition-related intangible assets1,237 1,246 
Adjusted operating income - Structural Systems9,746 7,727 12.9 %11.7 %
GAAP Operating loss - Corporate(8,384)(5,175)
Adjusted operating loss - Corporate(8,384)(5,175)
Total adjustments7,248 3,213 
Adjusted operating income$13,620 $12,336 7.5 %7.5 %

8


DUCOMMUN INCORPORATED AND SUBSIDIARIES
GAAP TO NON-GAAP EARNINGS AND EARNINGS PER SHARE RECONCILIATION
(Unaudited)
(Dollars in thousands, except per share amounts)
Three Months Ended
GAAP To Non-GAAP EarningsApril 1,
2023
April 2,
2022
GAAP Net income$5,231 $8,099 
Adjustments:
Restructuring charges (1)3,336 — 
Guaymas fire related expenses (1)1,174 766 
Insurance recoveries related to loss on operating assets (1)(3,109)— 
Insurance recoveries related to business interruption (1)— (2,400)
Inventory purchase accounting adjustments (1)— 510 
Amortization of acquisition-related intangible assets (1)1,288 1,295 
Total adjustments2,689 171 
Adjusted net income$7,920 $8,270 

Three Months Ended
GAAP Earnings Per Share To Non-GAAP Earnings Per ShareApril 1,
2023
April 2,
2022
GAAP Diluted earnings per share (“EPS”)$0.42 $0.66 
Adjustments:
Restructuring charges (1)0.27 — 
Guaymas fire related expenses (1)0.09 0.06 
Insurance recoveries related to loss on operating assets (1)(0.25)— 
Insurance recoveries related to business interruption (1)— (0.20)
Inventory purchase accounting adjustments (1)— 0.04 
Amortization of acquisition-related intangible assets (1)0.10 0.11 
Total adjustments0.21 0.01 
Adjusted diluted EPS$0.63 $0.67 
Shares used for adjusted diluted EPS12,53812,328
(1) Includes effective tax rate of 20.0% for both 2023 and 2022 adjustments.

9


DUCOMMUN INCORPORATED AND SUBSIDIARIES
NON-GAAP BACKLOG* BY REPORTING SEGMENT
(Unaudited)
(Dollars in thousands)
 
April 1,
2023
December 31,
2022
Consolidated Ducommun
Military and space$444,318 $457,354 
Commercial aerospace464,058 450,092 
Industrial52,329 53,374 
Total$960,705 $960,820 
Electronic Systems
Military and space$346,732 $361,582 
Commercial aerospace108,373 125,590 
Industrial52,329 53,374 
Total$507,434 $540,546 
Structural Systems
Military and space$97,586 $95,772 
Commercial aerospace355,685 324,502 
Total$453,271 $420,274 
* The Company defines backlog as potential revenue and is based on customer placed purchase orders and long-term agreements (“LTAs”) with firm fixed price and expected delivery dates of 24 months or less. Backlog as of April 1, 2023 was $960.7 million compared to $960.8 million as of December 31, 2022. Under ASC 606, the Company defines performance obligations as customer placed purchase orders with firm fixed price and firm delivery dates. The remaining performance obligations disclosed under ASC 606 as of April 1, 2023 were $874.0 million compared to $853.0 million as of December 31, 2022.
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