Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 01, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | VSE Corporation | ||
Entity Central Index Key | 102752 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $290 | ||
Entity Common Stock, Shares Outstanding | 5,367,261 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets | ||
Cash and cash equivalents | $263 | $220 |
Receivables, principally U.S. Government, net | 59,391 | 78,387 |
Inventories | 49,363 | 39,315 |
Deferred tax assets | 1,834 | 863 |
Other current assets | 11,517 | 10,641 |
Total current assets | 122,368 | 129,426 |
Property and equipment, net | 52,911 | 57,738 |
Intangible assets, net | 72,209 | 82,257 |
Goodwill | 92,052 | 92,052 |
Deferred tax assets | 0 | 2,545 |
Other assets | 15,790 | 16,511 |
Total assets | 355,330 | 380,529 |
Liabilities and stockholders' equity | ||
Current portion of long-term debt | 24,837 | 24,837 |
Accounts payable | 29,424 | 31,757 |
Current portion of earn-out obligations | 9,455 | 0 |
Accrued expenses and other current liabilities | 23,245 | 24,661 |
Dividends payable | 536 | 480 |
Total current liabilities | 87,497 | 81,735 |
Long-term debt, less current portion | 23,563 | 64,487 |
Deferred compensation | 12,563 | 11,454 |
Long-term lease obligations, less current portion | 24,584 | 25,721 |
Deferred income taxes | 1,634 | 0 |
Earn-out obligations, less current portion | 0 | 9,062 |
Other liabilities | 0 | 1,267 |
Total liabilities | 149,841 | 193,726 |
Stockholders' equity | ||
Common stock, par value $0.05 per share, authorized 15,000,000 shares; issued and outstanding 5,333,077 and 5,293,316 respectively | 268 | 267 |
Additional paid-in capital | 20,348 | 19,139 |
Retained earnings | 184,873 | 167,598 |
Accumulated other comprehensive loss | 0 | -201 |
Total stockholders' equity | 205,489 | 186,803 |
Total liabilities and stockholders' equity | $355,330 | $380,529 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders' equity | ||
Common stock, par value (in dollars per share) | $0.05 | $0.05 |
Common stock, authorized (in shares) | 15,000,000 | 15,000,000 |
Common stock, issued (in shares) | 5,358,261 | 5,333,077 |
Common stock, outstanding (in shares) | 5,358,261 | 5,333,077 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues: | |||
Services | $251,085 | $314,306 | $398,682 |
Products | 172,986 | 157,332 | 148,073 |
Total revenues | 424,071 | 471,638 | 546,755 |
Contract costs: | |||
Services | 240,004 | 295,223 | 368,540 |
Products | 142,997 | 129,027 | 122,146 |
Total contract costs | 383,001 | 424,250 | 490,686 |
Selling, general and administrative expenses | 4,140 | 3,285 | 3,968 |
Impairment of intangible assets | 0 | 0 | 1,025 |
Operating income | 36,930 | 44,103 | 51,076 |
Interest expense, net | 3,983 | 5,789 | 7,224 |
Income from continuing operations before income taxes | 32,947 | 38,314 | 43,852 |
Provision for income taxes | 12,458 | 14,324 | 16,488 |
Income from continuing operations | 20,489 | 23,990 | 27,364 |
Loss from discontinued operations, net of tax | -1,124 | -1,138 | -6,070 |
Net income | $19,365 | $22,852 | $21,294 |
Basic earnings per share: | |||
Income from continuing operations (in dollars per share) | $3.83 | $4.50 | $5.18 |
Loss from discontinued operations (in dollars per share) | ($0.21) | ($0.21) | ($1.15) |
Net income (in dollars per share) | $3.62 | $4.29 | $4.03 |
Basic weighted average shares outstanding (in shares) | 5,353,912 | 5,329,208 | 5,282,047 |
Diluted earnings per share: | |||
Income from continuing operations (in dollars per share) | $3.82 | $4.49 | $5.15 |
Loss from discontinued operations (in dollars per share) | ($0.21) | ($0.21) | ($1.14) |
Net income (in dollars per share) | $3.61 | $4.28 | $4.01 |
Diluted weighted average shares outstanding (in shares) | 5,371,200 | 5,343,267 | 5,309,862 |
Dividends declared per share (in dollars per share) | $0.39 | $0.35 | $0.31 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Consolidated Statements of Comprehensive Income [Abstract] | |||
Net income | $19,365 | $22,852 | $21,294 |
Change in fair value of interest rate swap agreements | 201 | 536 | -45 |
Comprehensive income | $19,566 | $23,388 | $21,249 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2011 | $262 | $17,069 | $126,961 | ($692) | $143,600 |
Balance (in shares) at Dec. 31, 2011 | 5,247,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 21,294 | 0 | 21,294 |
Stock-based compensation | 3 | 1,124 | 0 | 0 | 1,127 |
Stock-based compensation (in shares) | 46,000 | ||||
Dividends declared | 0 | 0 | -1,641 | 0 | -1,641 |
Change in fair value of interest rate swap agreements, net of tax | 0 | 0 | 0 | -45 | -45 |
Balance at Dec. 31, 2012 | 265 | 18,193 | 146,614 | -737 | 164,335 |
Balance (in shares) at Dec. 31, 2012 | 5,293,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 22,852 | 0 | 22,852 |
Stock-based compensation | 2 | 946 | 0 | 0 | 948 |
Stock-based compensation (in shares) | 40,000 | ||||
Dividends declared | 0 | 0 | -1,868 | 0 | -1,868 |
Change in fair value of interest rate swap agreements, net of tax | 0 | 0 | 0 | 536 | 536 |
Balance at Dec. 31, 2013 | 267 | 19,139 | 167,598 | -201 | 186,803 |
Balance (in shares) at Dec. 31, 2013 | 5,333,000 | 5,333,077 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 0 | 0 | 19,365 | 0 | 19,365 |
Stock-based compensation | 1 | 1,209 | 0 | 0 | 1,210 |
Stock-based compensation (in shares) | 25,000 | ||||
Dividends declared | 0 | 0 | -2,090 | 0 | -2,090 |
Change in fair value of interest rate swap agreements, net of tax | 0 | 0 | 0 | 201 | 201 |
Balance at Dec. 31, 2014 | $268 | $20,348 | $184,873 | $0 | $205,489 |
Balance (in shares) at Dec. 31, 2014 | 5,358,000 | 5,358,261 |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Consolidated Statements of Stockholders' Equity [Abstract] | |||
Dividends declared per share (in dollars per share) | $0.39 | $0.35 | $0.31 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net income | $19,365 | $22,852 | $21,294 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Impairment of goodwill and intangible assets | 0 | 790 | 8,953 |
Depreciation and amortization | 18,770 | 20,016 | 21,162 |
Loss on Disposition of Property Plant Equipment, Total | 125 | 246 | 0 |
Deferred taxes | 3,083 | -874 | -1,253 |
Stock-based compensation | 1,739 | 1,576 | 1,076 |
Earn-out obligation adjustment | 3,059 | 183 | -4,337 |
Changes in operating assets and liabilities: | |||
Receivables, net | 18,996 | 14,130 | 25,051 |
Inventories | -10,048 | 2,240 | 435 |
Other current assets and noncurrent assets | -627 | -3,798 | 5,938 |
Accounts payable and deferred compensation | -1,224 | 1,922 | -17,279 |
Accrued expenses and other current liabilities | -1,149 | -843 | -1,719 |
Other liabilities | -1,267 | -16 | 992 |
Long-term lease obligations | -1,107 | -1,826 | -506 |
Net cash provided by operating activities | 49,715 | 56,598 | 59,807 |
Cash flows from investing activities: | |||
Purchases of property and equipment | -3,414 | -4,416 | -20,863 |
Cash paid for acquisitions, net of cash acquired | 0 | 0 | -4,607 |
Net cash used in investing activities | -3,414 | -4,416 | -25,470 |
Cash flows from financing activities: | |||
Borrowings on loan arrangement | 295,513 | 290,137 | 269,388 |
Repayments on loan arrangement | -336,601 | -340,627 | -293,409 |
Earn-out obligation payments | -1,972 | -180 | -6,787 |
Payments on capital lease obligations | -850 | -725 | -562 |
Payment of taxes for equity transactions | -314 | -257 | -332 |
Payment of debt financing costs | 0 | 0 | 0 |
Dividends paid | -2,034 | -1,811 | -1,585 |
Net cash (used in) provided by financing activities | -46,258 | -53,463 | -33,287 |
Net increase (decrease) in cash and cash equivalents | 43 | -1,281 | 1,050 |
Cash and cash equivalents at beginning of period | 220 | 1,501 | 451 |
Cash and cash equivalents at end of period | 263 | 220 | 1,501 |
Cash paid for: [Abstract] | |||
Interest | 2,135 | 4,192 | 5,512 |
Income taxes | $9,934 | $15,638 | $10,686 |
Nature_of_Business_and_Signifi
Nature of Business and Significant Accounting Policies | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Nature of Business and Significant Accounting Policies | VSE Corporation and Subsidiaries | |||||
Notes to Consolidated Financial Statements | ||||||
31-Dec-14 | ||||||
(1) Â Nature of Business and Significant Accounting Policies | ||||||
Nature of Business | ||||||
The term "VSE," the "Company," "us," "we," or "our" means VSE and its subsidiaries and divisions unless the context indicates operations of only VSE as the parent company. | ||||||
Our operations consist primarily of vehicle fleet parts supply, supply chain management, ship and aircraft maintenance, vehicle and equipment maintenance and refurbishment, logistics, engineering, energy and environmental, IT solutions, health care IT, and consulting services performed on a contract basis. Our services are performed for the United States Government (the "government"), including the United States Department of Defense ("DoD") and federal civilian agencies, the United States Postal Service ("USPS"), commercial customers, and other clients. | ||||||
Significant Accounting Policies | ||||||
Principles of Consolidation | ||||||
The consolidated financial statements consist of the operations of our parent company, our unincorporated divisions and our wholly owned subsidiaries, Energetics Incorporated ("Energetics"), Akimeka, LLC ("Akimeka") and Wheeler Bros., Inc. ("WBI"). All intercompany transactions have been eliminated in consolidation. These consolidated financial statements also account for the classification of the Infrastructure Group as discontinued operations of our subsidiary Integrated Concepts and Research Corporation ("ICRC") and therefore any financial impact of such group has been presented as discontinued operations in the 2014, 2013 and 2012 reporting periods. | ||||||
Use of Estimates in the Preparation of Financial Statements | ||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract disallowance reserves, recoverability of goodwill and intangible assets and earn-out obligations. | ||||||
Stock-Based Compensation | ||||||
We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. The compensation expense, included in contract costs, is amortized over the requisite service period. See Note 8, Stock-Based Compensation Plans, for further discussion of our stock-based compensation plans and related activity. | ||||||
Earnings Per Share | ||||||
Basic earnings per share ("EPS") have been computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Our calculation of diluted earnings per common share includes the dilutive effects for the assumed vesting of restricted stock awards. | ||||||
Years Ended December 31, | ||||||
2014 | 2013 | 2012 | ||||
Basic weighted average common shares outstanding | 5,353,912 | 5,329,208 | 5,282,047 | |||
Effect of dilutive shares | 17,288 | 14,059 | 27,815 | |||
Diluted weighted average common shares outstanding | 5,371,200 | 5,343,267 | 5,309,862 | |||
Cash and Cash Equivalents | ||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Due to the short maturity of these instruments, the carrying values on our consolidated balance sheets approximate fair value. | ||||||
Property and Equipment | ||||||
Property and equipment are recorded at cost. Depreciation of computer equipment, furniture, other equipment is provided principally by the straight-line method over periods of 3 to 15 years. Depreciation of buildings and land improvements is provided by the straight-line method over periods of approximately 15 to 20 years. Amortization of leasehold improvements is provided by the straight-line method over the lesser of their useful life or the remaining term of the lease. | ||||||
Concentration of Credit Risk/Fair Value of Financial Instruments | ||||||
Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents and trade receivables. Â Contracts with the government, either as a prime or subcontractor, accounted for approximately 99 % of revenues for each of the years ended December 31, 2014, 2013, and 2012. We believe that concentrations of credit risk with respect to trade receivables are limited as they are primarily government receivables. We believe that the fair market value of all financial instruments, including debt, approximate book value. | ||||||
Revenues | ||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is probable. | ||||||
Substantially all of our Supply Chain Management Group revenues result from the sale of vehicle parts to clients. We recognize revenue from the sale of vehicle parts when the customer takes ownership of the parts. | ||||||
Substantially all of our International, Federal, and IT, Energy and Management Consulting work is performed for our customers on a contract basis. The three primary types of contracts used are time and materials, cost-type, and fixed-price. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work related costs allowed under our contracts. | ||||||
Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed, typically ratably over the service period. Revenues on fixed-price contracts that require delivery of specific items are recorded based on a price per unit as units are delivered. We classify our Supply Chain Management Group revenues as fixed-price revenue. | ||||||
Revenues on cost-type contracts are recorded as contract allowable costs are incurred and fees are earned. Our FMS Program contract is a cost plus award fee contract. This contract has terms that specify award fee payments that are determined by performance and level of contract activity. Award fees are made during the year through a contract modification authorizing the award fee that is issued subsequent to the period in which the work is performed. We recognize award fee income on the FMS Program contract when the fees are fixed or determinable. Due to such timing, and to fluctuations in the level of revenues, profits as a percentage of revenues on this contract will fluctuate from period to period. | ||||||
Revenues for time and materials contracts are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, profits on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. | ||||||
Revenue related to work performed on contracts at risk, which is work performed at the customer's request prior to the government formalizing funding, is not recognized until it can be reliably estimated and its realization is probable. | ||||||
A substantial portion of contract and administrative costs are subject to audit by the Defense Contract Audit Agency. Our indirect cost rates have been audited and approved for 2007 and prior years with no material adjustments to our results of operations or financial position. While we maintain reserves to cover the risk of potential future audit adjustments based primarily on the results of prior audits, we do not believe any future audits will have a material adverse effect on our results of operations or financial position. | ||||||
Receivables and Allowance for Doubtful Accounts | ||||||
Receivables are recorded at amounts earned less an allowance for doubtful accounts. We review our receivables regularly to determine if there are any potentially uncollectible accounts. The majority of our receivables are from government agencies, where there is minimal credit risk. We record allowances for bad debt as a reduction to receivables and an increase to bad debt expense. We assess the adequacy of these reserves by considering general factors, such as the length of time individual receivables are past due and historical collection experience. | ||||||
Inventories | ||||||
Inventories are stated at the lower of cost or market using the first-in, first-out ("FIFO") method. Included in inventory are related purchasing, storage, and handling costs. Our inventory primarily consists of vehicle replacement parts. | ||||||
Deferred Compensation Plans | ||||||
We have a deferred compensation plan, the VSE Corporation Deferred Supplemental Compensation Plan ("DSC Plan"), to provide incentive and reward for certain management employees based on overall corporate performance. We maintain the underlying assets of the DSC Plan in a Rabbi Trust and changes in asset values are included in contract costs on the accompanying consolidated statements of income.  We invest the assets held by the Rabbi Trust in both corporate owned life insurance ("COLI") products and in mutual funds. The COLI investments are recorded at cash surrender value and the mutual fund investments are recorded at fair value. The DSC Plan assets are included in other assets and the obligation to the participants is included in deferred compensation on the accompanying consolidated balance sheets. | ||||||
Deferred compensation plan expense recorded as contract costs in the accompanying consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 was approximately $1.3 million, $1.4 million, and $1.2 million, respectively. | ||||||
Impairment of Long-Lived Assets | ||||||
Long-lived assets include property and equipment to be held and used. We review the carrying values of long-lived assets other than goodwill for impairment if events or changes in the facts and circumstances indicate that their carrying values may not be recoverable. We assess impairment by comparing the estimated undiscounted future cash flows of the related asset to its carrying value. If an asset is determined to be impaired, we recognize an impairment charge in the current period for the difference between the fair value of the asset and its carrying value. | ||||||
  During 2012, impairment charges of approximately $1 million were recorded for the intangible assets related to our acquisition of Akimeka. Also during 2012, an impairment charge of approximately $1.9 million was recorded for the intangible assets related to our acquisition of ICRC (see Note 5, Goodwill and Intangible Assets). No impairment charges related to intangible assets, other than goodwill, were recorded in the years ended December 31, 2014 and December 31, 2013. | ||||||
Income Taxes | ||||||
Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||
The carrying value of net deferred tax assets is based on assumptions regarding our ability to generate sufficient future taxable income to utilize these deferred tax assets. | ||||||
Goodwill | ||||||
We review goodwill for impairment annually at the beginning of the fourth quarter and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. Based on our annual goodwill impairment analysis we performed during the fourth quarter of 2014, we found no impairment in the carrying value of goodwill. | ||||||
During 2013, goodwill of $790 thousand was impaired (See Note 15, Discontinued Operations). Based on the results of the impairment analyses performed during 2012, goodwill impairment charges of approximately $6 million were recorded related to our ICRC acquisition (see Note 5, Goodwill and Intangible Assets). | ||||||
Intangibles | ||||||
Intangible assets consist of the value of contract-related intangible assets, trade names and acquired technologies acquired in acquisitions. We amortize on a straight-line basis intangible assets acquired as part of acquisitions over their estimated useful lives unless their useful lives are determined to be indefinite. The amounts we record related to acquired intangibles are determined by us considering the results of independent valuations. Our contract-related intangibles are amortized over their estimated useful lives of approximately 8 to 12 years with a weighted-average life of approximately 11.8 years as of December 31, 2014.  We have three trade names that are amortized over an estimated useful life of approximately 8.4 years. We have an acquired technologies intangible asset that is amortized over an estimated useful life of 11 years. The weighted-average life for all amortizable intangible assets is approximately 11.4 years as of December 31, 2014. | ||||||
Recently Issued Accounting Pronouncements | ||||||
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. The ASU will become effective for us on January 1, 2017. We currently are assessing the impact that this standard will have on its consolidated financial statements. |
Receivables
Receivables | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Receivables | (2) Â Receivables | ||||||||
The components of receivables as of December 31, 2014 and 2013 were as follows (in thousands): | |||||||||
2014 | 2013 | ||||||||
Billed | $ | 26,709 | $ | 36,703 | |||||
Unbilled | 32,682 | 41,684 | |||||||
Total receivables | $ | 59,391 | $ | 78,387 | |||||
The unbilled balance includes certain costs for work performed at risk but which we believe will be funded by the government totaling approximately $2.9 million and $5 million as of December 31, 2014, and 2013, respectively. We expect to invoice substantially all unbilled receivables during 2015. |
Other_Current_Assets_and_Other
Other Current Assets and Other Assets | 12 Months Ended |
Dec. 31, 2014 | |
Other Current Assets and Other Assets [Abstract] | |
Other Current Assets and Other Assets | |
(3) Â Other Current Assets and Other Assets | |
At December 31, 2014 and 2013, other current assets primarily consisted of contract inventories, vendor advances, prepaid rents and deposits, prepaid income taxes, software licenses and prepaid maintenance agreements. At December 31, 2014, other current assets also included approximately $1.6 million of deferred contract costs. At December 31, 2014 and 2013, other assets primarily consisted of deferred compensation plan assets, cash surrender value of life insurance policies and an acquired software license. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Property and Equipment | |||||||||
(4) Â Property and Equipment | |||||||||
Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Buildings and building improvements | $ | 45,825 | $ | 45,418 | |||||
Computer equipment | 25,327 | 24,933 | |||||||
Furniture, fixtures, equipment and other | 17,603 | 16,604 | |||||||
Leasehold improvements | 3,567 | 3,567 | |||||||
Land and land improvements | 3,410 | 3,410 | |||||||
95,732 | 93,932 | ||||||||
Less accumulated depreciation and amortization | (42,821 | ) | (36,194 | ) | |||||
Total property and equipment, net | $ | 52,911 | $ | 57,738 | |||||
Depreciation and amortization expense for property and equipment for the years ended December 31, 2014, 2013 and 2012 was approximately $7.9 million, $9 million and $9.2 million, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||
Goodwill and Intangible Assets | |||||||||||||||||
(5) Goodwill and Intangible Assets | |||||||||||||||||
Changes in goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||||||
Supply Chain Management | IT, Energy and Management Consulting | Total | |||||||||||||||
Balance as of December 31, 2012 | $ | 61,169 | $ | 30,883 | $ | 92,052 | |||||||||||
Balance as of December 31, 2013 | $ | 61,169 | $ | 30,883 | $ | 92,052 | |||||||||||
Balance as of December 31, 2014 | $ | 61,169 | $ | 30,883 | $ | 92,052 | |||||||||||
The results of our annual impairment testing indicated that the fair value of our reporting units exceeded their carrying values as of October 1, 2014. | |||||||||||||||||
Intangible assets consist of the value of contract-related assets, technologies and trade names. Amortization expense for the years ended December 31, 2014, 2013 and 2012 was approximately $10 million, $10.2 million and $11.2 million, respectively. | |||||||||||||||||
Intangible assets were composed of the following (in thousands): | |||||||||||||||||
Cost | Accumulated Amortization | Accumulated | Net Intangible Assets | ||||||||||||||
Impairment Loss | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Contract and customer-related | $ | 93,304 | $ | (33,840 | ) | $ | (1,025 | ) | $ | 58,439 | |||||||
Acquired technologies | 12,400 | (4,024 | ) | - | 8,376 | ||||||||||||
Trade names – amortizable | 10,100 | (4,706 | ) | - | 5,394 | ||||||||||||
Total | $ | 115,804 | $ | (42,570 | ) | $ | (1,025 | ) | $ | 72,209 | |||||||
31-Dec-13 | |||||||||||||||||
Contract and customer-related | $ | 93,304 | $ | (26,287 | ) | $ | (1,025 | ) | $ | 65,992 | |||||||
Acquired technologies | 12,400 | (2,896 | ) | - | 9,504 | ||||||||||||
Trade names – amortizable | 10,100 | (3,339 | ) | - | 6,761 | ||||||||||||
Total | $ | 115,804 | $ | (32,522 | ) | $ | (1,025 | ) | $ | 82,257 | |||||||
Future expected amortization of intangible assets is as follows for the years ending December 31, (in thousands): | |||||||||||||||||
Amortization | |||||||||||||||||
2015 | $ | 9,439 | |||||||||||||||
2016 | 9,255 | ||||||||||||||||
2017 | 9,255 | ||||||||||||||||
2018 | 9,255 | ||||||||||||||||
2019 | 9,190 | ||||||||||||||||
Thereafter | 25,815 | ||||||||||||||||
Total | $ | 72,209 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2014 | |
Debt [Abstract] | |
Debt | |
(6) Â Debt | |
We have a loan agreement with a group of banks. In January 2015, we amended and restated the loan agreement to fund our acquisition of four aviation businesses, provide working capital for our continuing operations, and retire our existing debt. Both the former and the amended and restated loan agreements are comprised of a term loan facility and a revolving loan facility. The revolving loan facility provides for revolving loans and letters of credit. The amended and restated loan agreement expires in January 2020. Financing costs associated with the inception of the amended and restated loan agreement were approximately $2 million. | |
The amended and restated term loan requires quarterly installment payments. Our scheduled term loan payments after December 31, 2014 are $11.2 million in 2015, $17.8 million in 2016, $21.6 million in 2017, $28.1 million in 2018, $30 million in 2019, and $41.3 million after 2019. The amount of term loan borrowings outstanding as of December 31, 2014 under the former loan agreement was $25 million. The amount of term loan borrowings outstanding at inception of the amended and restated loan agreement was $150 million. | |
The maximum amount of credit available to us from the banking group for revolving loans and letters of credit under the former loan agreement as of December 31, 2014 was $125 million. The maximum amount for revolving loans and letters of credit under the amended and restated agreement is $150 million. We may borrow and repay the revolving loan borrowings as our cash flows require or permit. We pay an unused commitment fee and fees on letters of credit that are issued. We had approximately $23.6 million in revolving loan amounts outstanding and no of letters of credit outstanding as of December 31, 2014 under the former loan agreement. The amount of revolving loan borrowings outstanding at inception of the amended and restated loan agreement was $100 million. We had approximately $30.3 million in revolving loan amounts and $573 thousand of letters of credit outstanding as of December 31, 2013. | |
Under the amended and restated loan agreement we may elect to increase the maximum availability of the term loan facility, the revolving loan facility, or both facilities up to an aggregate additional amount of $75 million. | |
Total bank loan borrowed funds outstanding as of December 31, 2014, including term loan borrowings and revolving loan borrowings, were approximately $48.6 million. Total bank loan borrowed funds outstanding as of December 31, 2013 were $89.7 million. The fair value of outstanding debt under our bank loan facilities as of December 31, 2014 approximates its carrying value using Level 2 inputs based on market data on companies with a corporate rating similar to ours that have recently priced credit facilities. | |
We pay interest on the term loan borrowings and revolving loan borrowings at LIBOR plus a base margin or at a base rate (typically the prime rate) plus a base margin. As of December 31, 2014, the LIBOR base margin was 1.75% and the base rate base margin was 0.00%. At inception of the amended and restated loan agreement, the LIBOR base margin was 2.25% and the base rate base margin was 1.00%. The base margins increase or decrease in increments as our Total Funded Debt/EBITDA Ratio increases or decreases. | |
We had interest rate hedges on a portion of our outstanding borrowings that expired June 30, 2014. Between June 30, 2014 and December 31, 2014, we had no interest rate hedges on our outstanding borrowings. The terms of the amended and restated loan agreement require us to have interest rate hedges on a portion of the outstanding term loan for the first three years of the agreement, and for such interest rate hedges to be in place within 60 days after inception of the agreement. We executed such compliant interest rate hedges in February 2015. As of December 31, 2014, interest rates on portions of our outstanding debt range from 1.91% to 3.25%, and the effective interest rate on our aggregate outstanding debt was 3.15%. | |
Interest expense incurred on bank loan borrowings and interest rate hedges was approximately $2 million and $3.7 million during the years ended December 31, 2014 and 2013, respectively. | |
Both the former and amended and restated loan agreements contain collateral requirements to secure our loan agreement obligations, restrictive covenants, a limit on annual dividends, and other affirmative and negative covenants, conditions and limitations. Upon execution of the amended and restated loan agreement, all restrictive covenants and the December 31, 2014 restrictive covenant measurement date under the former loan agreement were replaced by the restrictive covenants under the amended and restated agreement, with the initial measurement date being the date of inception of the amended and restated agreement. Restrictive covenants under the amended and restated loan agreement include a maximum Total Funded Debt/EBITDA Ratio and a minimum Fixed Charge Coverage Ratio. We were in compliance with required ratios and other terms and conditions at inception of the amended and restated loan agreement. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Accrued Expenses and Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | |
(7) Â Accrued Expenses and Other Current Liabilities | |
Accrued expenses and other current liabilities consist primarily of accrued compensation and benefits of approximately $16.7 million and $17.6 million as of December 31, 2014 and 2013, respectively. Â The accrued compensation and benefits amounts include bonus, salaries and related payroll taxes, vacation and deferred compensation. | |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stock-Based Compensation Plans [Abstract] | |||||||||||||
Stock-based Compensation | (8) Stock-Based Compensation Plans | ||||||||||||
In 2006, our stockholders approved the VSE Corporation 2006 Restricted Stock Plan for its directors, officers and other employees (the "2006 Plan"). On May 6, 2014, the stockholders approved amendments to the 2006 Plan extending the term thereof until May 6, 2021 and authorized an additional 250,000 shares of our common stock for issuance under the 2006 Plan. Under the provisions of the 2006 Plan, we are authorized to issue up to 500,000 shares of our common stock. The Compensation Committee is responsible for the administration of the 2006 Plan, and determines each recipient of an award under the 2006 Plan, the number of restricted shares of common stock subject to such award and the period of continued employment required for the vesting of such award. These terms are included in award agreements between us and the recipients of the award.  As of December 31, 2014, 278,482 shares of our common stock were available for issuance under the 2006 Plan. | |||||||||||||
During 2014 and 2013, Non-employee directors were awarded 10,800 and 16,100 shares of restricted stock, respectively, under the 2006 Plan. The weighted average grant-date fair value of these restricted stock grants was $47.22 per share and $25.68 per share for the shares awarded in 2014 and 2013, respectively. The shares issued vested immediately and cannot be sold, transferred, pledged or assigned before the second anniversary of the grant date. Compensation expense related to these grants was approximately $510 thousand and $413 thousand during 2014 and 2013, respectively. | |||||||||||||
In January of every year since 2007, we have notified certain employees that they are eligible to receive awards of VSE stock under our 2006 Plan, as amended, based on our financial performance for the respective fiscal years. These restricted stock awards are expensed and a corresponding liability is recorded ratably over the vesting period of approximately three years. Upon issuance of shares on each vesting date, the liability is reduced and additional paid-in capital is increased.  The date of award determination is expected to be in March 2015 for the 2014 awards.  The date of award determination for the 2013 awards and the 2012 awards was March 2, 2014 and March 1, 2013, respectively. On each vesting date, 100 % of the vested award is paid in our shares.  The number of shares issued is based on the fair market value of our common stock on the vesting date.  The earned amount is expensed ratably over the vesting period of approximately three years. On March 2, 2014, the employees eligible for the 2013 awards, 2012 awards and 2011 awards received a total of 12,221 shares of common stock.  The grant-date fair value of these awards was $47.07 per share. | |||||||||||||
The total stock-based compensation expense related to restricted stock awards for the years ended December 31, are as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Employees | $ | 1,104 | $ | 1,163 | $ | 650 | |||||||
Non-employee Directors | 510 | 413 | 272 | ||||||||||
Total | $ | 1,614 | $ | 1,576 | $ | 922 | |||||||
Employees are permitted to forfeit a certain number of shares of restricted stock to cover their personal tax liability for restricted stock awards. We paid approximately $314 thousand, $257 thousand and $332 thousand, to cover this liability in the years ended December 31, 2014, 2013 and 2012, respectively. These payments are classified as financing cash flows on the consolidated statements of cash flows. As of December 31, 2014, the total compensation cost related to non-vested awards not yet recognized was approximately $764 thousand with a weighted average amortization period of 1.8 years. | |||||||||||||
Stock-based compensation, which includes compensation recognized on stock option grants and restricted stock awards, was included in contract costs and the following line items on the accompanying statements of income for the years ended December 31, 2014, 2013 and 2012 (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock-based compensation included in contract costs | $ | 1,739 | $ | 1,576 | $ | 1,076 | |||||||
Income tax benefit recognized for stock-based compensation | (669 | ) | (606 | ) | (414 | ) | |||||||
Total stock-based compensation expense, Â net of income tax benefit | $ | 1,070 | $ | 970 | $ | 662 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Income Taxes | |||||||||||||
(9) Â Income Taxes | |||||||||||||
We are subject to U.S. federal income tax as well as income tax in multiple state and local jurisdictions. We have concluded all U.S. federal income tax matters as well as material state and local tax matters for years through 2010. | |||||||||||||
We file consolidated federal income tax returns that include all of our subsidiaries. Â The components of the provision for income taxes from continuing operations for the years ended December 31, 2014, 2013, and 2012 are as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current | |||||||||||||
Federal | $ | 7,889 | $ | 12,654 | $ | 14,782 | |||||||
State | 1,486 | 2,544 | 2,959 | ||||||||||
9,375 | 15,198 | 17,741 | |||||||||||
Deferred | |||||||||||||
Federal | 2,595 | (848 | ) | (999 | ) | ||||||||
State | 488 | (26 | ) | (254 | ) | ||||||||
3,083 | (874 | ) | (1,253 | ) | |||||||||
Provision for income taxes | $ | 12,458 | $ | 14,324 | $ | 16,488 | |||||||
The differences between the amount of tax computed at the federal statutory rate of 35% and the provision for income taxes from continuing operations for the years ended December 31, are as follows (in thousands): | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax at statutory federal income tax rate | $ | 11,531 | $ | 13,410 | $ | 15,348 | |||||||
Increases (decreases) in tax resulting from: | |||||||||||||
State taxes, net of federal tax benefit | 1,486 | 1,630 | 1,901 | ||||||||||
Permanent differences, net | (516 | ) | (685 | ) | (522 | ) | |||||||
Other, net | (43 | ) | (31 | ) | (239 | ) | |||||||
Provision for income taxes | $ | 12,458 | $ | 14,324 | $ | 16,488 | |||||||
The tax effect of temporary differences representing deferred tax assets and liabilities as of December 31, 2014 and 2013, are as follows (in thousands): | |||||||||||||
2014 | 2013 | ||||||||||||
Gross deferred tax assets | |||||||||||||
Deferred compensation and accrued paid leave | $ | 6,992 | $ | 6,805 | |||||||||
Accrued expenses | 1,276 | 1,489 | |||||||||||
Stock-based compensation | 592 | 510 | |||||||||||
Interest rate swaps | - | 125 | |||||||||||
Reserve for contract disallowances | 287 | 326 | |||||||||||
Acquisition-related expenses | 982 | 603 | |||||||||||
Capitalized inventory | 589 | 409 | |||||||||||
Other | 5 | - | |||||||||||
Total gross deferred tax assets | 10,723 | 10,267 | |||||||||||
Gross deferred tax liabilities | |||||||||||||
Depreciation | (2,830 | ) | (3,237 | ) | |||||||||
Deferred revenues | (2,676 | ) | (1,921 | ) | |||||||||
Goodwill and intangible assets | (5,017 | ) | (1,701 | ) | |||||||||
Total gross deferred tax liabilities | (10,523 | ) | (6,859 | ) | |||||||||
Net deferred tax assets | $ | 200 | $ | 3,408 |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||
Commitments and Contingencies | (10) Â Commitments and Contingencies | ||||||||||||
(a) Â Leases and Other Commitments | |||||||||||||
We have various non-cancelable operating leases for facilities, equipment, and software with terms between two and 15 years. The terms of the facilities leases typically provide for certain minimum payments as well as increases in lease payments based upon the operating cost of the facility and the consumer price index. Rent expense is recognized on a straight-line basis for rent agreements having escalating rent terms. Lease expense for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | |||||||||||||
Operating | Sublease | Net | |||||||||||
Lease | Income | Expense | |||||||||||
Expense | |||||||||||||
2014 | $ | 6,576 | $ | 119 | $ | 6,457 | |||||||
2013 | $ | 9,826 | $ | 531 | $ | 9,295 | |||||||
2012 | $ | 11,544 | $ | 671 | $ | 10,873 | |||||||
Future minimum annual non-cancelable commitments as of December 31, 2014 are as follows (in thousands): | |||||||||||||
Operating Leases | |||||||||||||
Lease | Sublease | Net | |||||||||||
Commitments | Income | Commitments | |||||||||||
2015 | $ | 3,859 | $ | 246 | $ | 3,613 | |||||||
2016 | 2,367 | - | 2,367 | ||||||||||
2017 | 1,939 | - | 1,939 | ||||||||||
2018 | 871 | - | 871 | ||||||||||
2019 | 316 | - | 316 | ||||||||||
Thereafter | - | - | - | ||||||||||
Total | $ | 9,352 | $ | 246 | $ | 9,106 | |||||||
We signed a lease in 2009 for a building to serve as our headquarters with a rent commencement date of May 1, 2012. Certain terms in the lease agreement resulted in the capitalization of construction costs due to specific accounting rules. We recorded a construction asset and corresponding long-term liability of approximately $27.3 million on May 1, 2012, which represents the construction costs incurred by the landlord as of that date. According to accounting rules, we have forms of continuing involvement that require us to account for this transaction as a financing lease upon commencement of the lease period. The building and building improvements will remain on our consolidated balance sheet and will be depreciated over a 15-year period. Payments made under the lease agreement are applied to service the financing obligation and interest expense based on an imputed interest rate amortizing the obligation over the life of the lease agreement. | |||||||||||||
Future minimum annual non-cancelable commitments under our headquarters lease as of December 31, 2014, which are not included in the table above, are as follows (in thousands): | |||||||||||||
Lease Commitments | |||||||||||||
2015 | $ | 3,985 | |||||||||||
2016 | 4,104 | ||||||||||||
2017 | 4,221 | ||||||||||||
2018 | 4,336 | ||||||||||||
2019 | 4,456 | ||||||||||||
Thereafter | 36,447 | ||||||||||||
Total | $ | 57,549 | |||||||||||
(b) Â Contingencies | |||||||||||||
We are one of the primary defendants in a multiple plaintiff wrongful death action in Hawaii related to a fireworks explosion that occurred in April 2011 at a facility operated by one of our subcontractors, which resulted in the death of five subcontractor employees. The litigation is expected to proceed to trial in 2016. While the results of litigation cannot be predicted with certainty, we do not anticipate that this litigation will have a material adverse effect on our results of operations or financial position. | |||||||||||||
On or about March 8, 2013, a lawsuit, Anchorage v. Integrated Concepts and Research Corporation, et al., was filed in the Superior Court for the State of Alaska at Anchorage by the Municipality of Anchorage, Alaska against our wholly owned subsidiary Integrated Concepts and Research Corporation ("ICRC") and two former subcontractors of ICRC. With respect to ICRC, the lawsuit asserts, among other things, breach of contract, professional negligence and negligence in respect of work and services ICRC rendered under the Port of Anchorage Intermodal Expansion Contract with the Maritime Administration, a federal agency with the United States Department of Transportation. In April 2013, ICRC removed the case to the United States District Court for the District of Alaska. ICRC's contract with the Maritime Administration expired on May 31, 2012. ICRC did not have a contract with the municipality of Anchorage. The litigation is expected to proceed to trial in 2016. Currently we cannot currently predict whether this litigation will have a material adverse effect on our results of operations or financial position. | |||||||||||||
In addition to the above-referenced litigation, we have, in the normal course of business, certain claims against us and against other parties and we may be subject to various governmental investigations. In our opinion, the resolution of these claims and investigations will not have a material adverse effect on our results of operations or financial position. However, the results of any legal proceedings cannot be predicted with certainty. |
Business_Segments_and_Customer
Business Segments and Customer Information | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Business Segments and Customer Information [Abstract] | |||||||||||||||||||||||||
Business Segments and Customer Information | |||||||||||||||||||||||||
(11) Â Business Segments and Customer Information | |||||||||||||||||||||||||
Segment Information | |||||||||||||||||||||||||
Management of our business operations is conducted under four reportable operating segments: | |||||||||||||||||||||||||
Supply Chain Management Group – Our Supply Chain Management Group supplies vehicle parts primarily through a Managed Inventory Program ("MIP") direct sales to USPS and to other clients. | |||||||||||||||||||||||||
International Group - Our International Group provides engineering, industrial, logistics and foreign military sales services to the U.S. military and other government agencies. | |||||||||||||||||||||||||
Federal Group - Our Federal Group provides legacy equipment sustainment, engineering, technical, management, integrated logistics support and information technology services to DoD and other government agencies. | |||||||||||||||||||||||||
IT, Energy and Management Consulting Group – Our IT, Energy and Management Consulting Group provides technical and consulting services primarily to various civilian government agencies. | |||||||||||||||||||||||||
These segments operate under separate management teams and financial information is produced for each segment. The entities within each of the International Group, Federal Group, and IT, Energy and Management Consulting Group reportable segments meet the aggregation of operating segments criteria as defined by the accounting standard for segment reporting. We evaluate segment performance based on consolidated revenues and operating income. Net sales of our business segments exclude intersegment sales as these activities are eliminated in consolidation. Beginning with the second quarter of 2013, we no longer allocate interest to our reportable segments. | |||||||||||||||||||||||||
Our segment information is as follows (in thousands): | |||||||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 172,482 | $ | 154,702 | $ | 143,014 | |||||||||||||||||||
International Group | 106,369 | 146,908 | 167,193 | ||||||||||||||||||||||
Federal Group | 84,392 | 95,435 | 142,323 | ||||||||||||||||||||||
IT, Energy and Management Consulting Group | 60,828 | 74,593 | 94,225 | ||||||||||||||||||||||
Total revenues | $ | 424,071 | $ | 471,638 | $ | 546,755 | |||||||||||||||||||
Operating income: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 29,694 | $ | 27,299 | $ | 24,014 | |||||||||||||||||||
International Group | 3,795 | 7,069 | 6,052 | ||||||||||||||||||||||
Federal Group | (343 | ) | 2,400 | 10,418 | |||||||||||||||||||||
IT, Energy and Management Consulting Group | 6,634 | 9,061 | 11,816 | ||||||||||||||||||||||
Corporate | (2,850 | ) | (1,726 | ) | (1,224 | ) | |||||||||||||||||||
Operating income | $ | 36,930 | $ | 44,103 | $ | 51,076 | |||||||||||||||||||
Depreciation and amortization expense: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 5,373 | $ | 4,265 | $ | 9,891 | |||||||||||||||||||
International Group | 5,713 | 7,323 | 3,035 | ||||||||||||||||||||||
Federal Group | 5,607 | 6,033 | 3,116 | ||||||||||||||||||||||
IT, Energy and Management Consulting Group | 2,077 | 2,387 | 3,753 | ||||||||||||||||||||||
Total depreciation and amortization | $ | 18,770 | $ | 20,008 | $ | 19,795 | |||||||||||||||||||
Capital expenditures: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 2,524 | $ | 895 | $ | 341 | |||||||||||||||||||
International Group | - | 236 | 83 | ||||||||||||||||||||||
Federal Group | 230 | 1,211 | 763 | ||||||||||||||||||||||
IT, Energy and Management Consulting Group | 199 | 71 | 53 | ||||||||||||||||||||||
Corporate | 461 | 2,003 | 19,623 | ||||||||||||||||||||||
Total capital expenditures | $ | 3,414 | $ | 4,416 | $ | 20,863 | |||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Total assets: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 192,720 | $ | 185,976 | |||||||||||||||||||||
International Group | 17,235 | 33,355 | |||||||||||||||||||||||
Federal Group | 18,990 | 20,846 | |||||||||||||||||||||||
IT, Energy and Management Consulting Group | 49,790 | 57,610 | |||||||||||||||||||||||
Corporate | 76,595 | 82,742 | |||||||||||||||||||||||
Total assets | $ | 355,330 | $ | 380,529 | |||||||||||||||||||||
Revenues are net of inter-segment eliminations. Corporate/unallocated expenses are primarily selling, general and administrative expenses not allocated to segments. Corporate assets are primarily cash and property and equipment. | |||||||||||||||||||||||||
Customer Information | |||||||||||||||||||||||||
Our revenues are derived from contract services performed for DoD agencies or federal civilian agencies and from the delivery of products to our clients. The USPS, U.S. Army and Army Reserve, and U.S. Navy are our largest customers. Our customers also include various other government agencies and commercial entities. Our revenue by customer is as follows for the years ended December 31, (in thousands): | |||||||||||||||||||||||||
Revenues by Customer | |||||||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
Customer | 2014 | % | 2013 | % | 2012 | % | |||||||||||||||||||
U.S. Army/Army Reserve | $ | 101,714 | 24 | % | $ | 101,736 | 21.6 | % | $ | 182,412 | 33.4 | % | |||||||||||||
U.S. Navy | 88,007 | 20.7 | % | 123,307 | 26.1 | % | 120,867 | 22.1 | % | ||||||||||||||||
U.S. Air Force | 3,323 | 0.8 | % | 3,625 | 0.8 | % | 6,963 | 1.3 | % | ||||||||||||||||
Total - DoD | 193,044 | 45.5 | % | 228,668 | 48.5 | % | 310,242 | 56.8 | % | ||||||||||||||||
U.S. Postal Service | 167,268 | 39.4 | % | 142,203 | 30.1 | % | 130,866 | 23.9 | % | ||||||||||||||||
Department of Energy | 19,000 | 4.5 | % | 20,124 | 4.3 | % | 20,898 | 3.8 | % | ||||||||||||||||
Department of Treasury | 10,897 | 2.6 | % | 35,929 | 7.6 | % | 33,369 | 6.1 | % | ||||||||||||||||
Department of Interior | 1,431 | 0.3 | % | 1,545 | 0.3 | % | 16,884 | 3.1 | % | ||||||||||||||||
Other government | 28,751 | 6.8 | % | 40,919 | 8.7 | % | 32,231 | 5.9 | % | ||||||||||||||||
Total – Federal civilian agencies | 227,347 | 53.6 | % | 240,720 | 51 | % | 234,248 | 42.8 | % | ||||||||||||||||
Commercial | 3,680 | 0.9 | % | 2,250 | 0.5 | % | 2,265 | 0.4 | % | ||||||||||||||||
Total | $ | 424,071 | 100 | % | $ | 471,638 | 100 | % | $ | 546,755 | 100 | % | |||||||||||||
We do not measure revenue or profit by product or service lines, either for internal management or external financial reporting purposes, because it would be impractical to do so. Products offered and services performed are determined by contract requirements and the types of products and services provided for one contract bear no relation to similar products and services provided on another contract. Products and services provided vary when new contracts begin or current contracts expire. In many cases, more than one product or service is provided under a contract or contract task order. Accordingly, cost and revenue tracking is designed to best serve contract requirements and segregating costs and revenues by product or service lines in situations for which it is not required would be difficult and costly to both us and our customers. |
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2014 | |
Capital Stock [Abstract] | |
Capital Stock | |
(12) Â Capital Stock | |
Common Stock | |
Our common stock has a par value of $0.05 per share.  Proceeds from common stock issuances that are greater than $0.05 per share is credited to additional paid in capital.  Holders of common stock are entitled to one vote per common share held on all matters voted on by our stockholders.  Stockholders of record are entitled to the amount of dividends declared per common share held. |
401k_Plan_and_Profit_Sharing_P
401(k) Plan and Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2014 | |
401(k) Plan and Profit Sharing Plan [Abstract] | |
401(k) Plan and Profit Sharing Plan | |
(13) Â 401(k) Plan and Profit Sharing Plan | |
We maintain a defined contribution plan under Section 401(k) of the Internal Revenue Code of 1986, as amended, that cover substantially all of our employees. Under the provisions of our 401(k) plan, employees' eligible contributions are matched at rates specified in the plan documents. Our expense associated with this plan was approximately $4 million, $3.7 million and $4.9 million for the years ended December 31, 2014, 2013, and 2012, respectively. | |
Energetics maintains a profit sharing plan for its employees. Â All employees who have completed at least two years of service are members of the profit sharing plan. At our discretion, we may make contributions to the Energetics plan. Total expense for the years ended December 31, 2014, 2013, and 2012 was $190 thousand, $175 thousand, and $217 thousand, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Measurements | (14) Â Fair Value Measurements | ||||||||||||
The accounting standard for fair value measurements defines fair value, and establishes a market-based framework or hierarchy for measuring fair value. Â The standard is applicable whenever assets and liabilities are measured at fair value. | |||||||||||||
The fair value hierarchy established in the standard prioritizes the inputs used in valuation techniques into three levels as follows: | |||||||||||||
Level 1 – Observable inputs – quoted prices in active markets for identical assets and liabilities; | |||||||||||||
Level 2 – Observable inputs other than the quoted prices in active markets for identical assets and liabilities – includes quoted prices for similar instruments, quoted prices for identical or similar instruments in inactive markets, and amounts derived from valuation models where all significant inputs are observable in active markets; and | |||||||||||||
Level 3 – Unobservable inputs – includes amounts derived from valuation models where one or more significant inputs are unobservable and require us to develop relevant assumptions. | |||||||||||||
The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013 and the level they fall within the fair value hierarchy (in thousands): | |||||||||||||
Amounts Recorded at Fair Value | Financial Statement Classification | Fair Value Hierarchy | 31-Dec-14 | 31-Dec-13 | |||||||||
Non-COLI assets held in DSC Plan | Other assets | Level 1 | $ | 253 | $ | 198 | |||||||
Interest rate swaps | Accrued expenses | Level 2 | $ | - | $ | 326 | |||||||
Earn-out obligations - current | Current portion of earn-out obligations | Level 3 | 9,455 | - | |||||||||
$ | $ | ||||||||||||
Earn-out obligations - long-term | Earn-out obligations | Level 3 | $ | - | $ | 9,062 | |||||||
Changes in the fair value of the Non-COLI assets held in the deferred supplemental compensation plan are recorded as selling, general and administrative expenses. | |||||||||||||
Our interest rate swap agreements expired on June 30, 2014. The amounts paid and received on the swap agreements were recorded in interest expense as yield adjustments in the period during which the related floating-rate interest was incurred. We determined the fair value of the swap agreements based on a valuation model using market data inputs. | |||||||||||||
Our acquisition of WBI in 2011 required us to make additional payments to the sellers of up to a total of $40 million over a four-year post-acquisition period ending June 30, 2015 if WBI achieves certain financial performance. WBI's sellers earned approximately $2.7 million, $219 thousand and $7.1 million based on WBI's financial performance for the earn-out years ended June 30, 2014, 2013, and 2012, respectively. Included in earn-out obligations on our December 31, 2014 balance sheet is approximately $9.5 million classified as the current portion of earn-out obligations, which represents our best estimate of the present value. Changes in the fair value of the earn-out obligations are recorded as contract costs in the period of change through settlement. | |||||||||||||
The following table provides a reconciliation of the beginning and ending balance of the earn-out obligations measured at fair value on a recurring basis that used significant unobservable inputs (Level 3). | |||||||||||||
Current portion | Long-term portion | ||||||||||||
Total | |||||||||||||
Balance as of December 31, 2013 | $ | - | $ | 9,062 | $ | 9,062 | |||||||
Earn-out payments | - | (2,666 | ) | (2,666 | ) | ||||||||
Fair value adjustment included in earnings | - | 3,059 | 3,059 | ||||||||||
Reclassification from long-term to short-term | 9,455 | (9,455 | ) | - | |||||||||
Balance as of December 31, 2014 | $ | 9,455 | $ | - | $ | 9,455 | |||||||
We utilize the Monte Carlo valuation model for our earn-out obligation. Significant unobservable inputs used to value the contingent consideration include projected earnings before interest, taxes, depreciation and amortization and the discount rate. The model used a discount rate of 7.5% as of December 31, 2014. If a significant increase or decrease in the discount rate occurred in isolation, the result could be a significantly lower or higher fair value measurement of our earn-out obligation. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations [Abstract] | |||||||||||||
Discontinued Operations | |||||||||||||
(15) Â Discontinued Operations | |||||||||||||
During 2013 we abandoned the construction management operations of our wholly owned subsidiary Integrated Concepts and Research Corporation ("ICRC"). Prior to our decision to divest ICRC's operations in December 2012, ICRC participated in an arrangement to provide performance and payment bonding services for certain small business prime contractors associated with ICRC's construction management business. Under the arrangement, ICRC received subcontractor work from the small business prime contractors in exchange for indemnifying the surety company in respect of the performance and payment bonds it provided for the small business prime contractors. In October 2012, the surety company, at ICRC's request, ceased issuing bonds for the small business prime contractors, and in December 2012 ICRC ceased performing all work on construction projects when it discontinued its construction management operations. Bonds issued prior to December 2012 for construction projects that were not yet completed by the small business prime contractors remained in effect until the projects are completed by the small business prime contractors. | |||||||||||||
As of December 31, 2014, two of the bonded projects had not yet been completed and the aggregate bonded amount on these projects was approximately $4 million. Our bonded projects are the subject of claims and disputes involving the subcontractors associated with the projects. We have recorded an expense of approximately $1.1 million, net of tax, which is included in loss from discontinued operations for the year ended December 31, 2014 primarily related to these claims and disputes. We expect all remaining bonded projects to be completed in 2015. | |||||||||||||
Revenues and costs of ICRC have been reclassified as discontinued operations for all periods presented. Â The major categories included in discontinued operations on the consolidated statements of income are as follows (in thousands): | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues | $ | - | $ | 225 | $ | 23,128 | |||||||
Loss before income taxes | $ | (1,807 | ) | $ | (1,818 | ) | $ | (9,728 | ) | ||||
Income tax benefit | (683 | ) | (680 | ) | (3,658 | ) | |||||||
Loss from discontinued operations, net | $ | (1,124 | ) | $ | (1,138 | ) | $ | (6,070 | ) |
Selected_Quarterly_Data_Unaudi
Selected Quarterly Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Selected Quarterly Data (Unaudited) [Abstract] | |||||||||||||||||
Selected Quarterly Data (Unaudited) | (16) Â Selected Quarterly Data (Unaudited) | ||||||||||||||||
The following table shows selected quarterly data for 2014 and 2013, in thousands, except earnings per share. | |||||||||||||||||
2014 Quarters | |||||||||||||||||
1st | 2nd | 3rd | 4th | ||||||||||||||
Revenues | $ | 119,409 | $ | 107,962 | $ | 101,749 | $ | 94,951 | |||||||||
Contract costs | $ | 107,611 | $ | 96,481 | $ | 93,388 | $ | 85,521 | |||||||||
Operating income | $ | 11,357 | $ | 10,703 | $ | 7,183 | $ | 7,687 | |||||||||
Income from continuing operations | $ | 6,269 | $ | 5,944 | $ | 3,887 | $ | 4,389 | |||||||||
Loss from discontinued operations | $ | (615 | ) | $ | (279 | ) | $ | (4 | ) | $ | (226 | ) | |||||
Net income | $ | 5,654 | $ | 5,665 | $ | 3,883 | $ | 4,163 | |||||||||
Basic earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 1.17 | $ | 1.11 | $ | 0.73 | $ | 0.82 | |||||||||
Loss from discontinued operations | $ | (0.12 | ) | $ | (0.05 | ) | $ | 0 | $ | (0.04 | ) | ||||||
Net income | $ | 1.05 | $ | 1.06 | $ | 0.73 | $ | 0.78 | |||||||||
Basic weighted average shares outstanding | 5,347 | 5,356 | 5,356 | 5,356 | |||||||||||||
Diluted earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 1.17 | $ | 1.11 | $ | 0.72 | $ | 0.82 | |||||||||
Loss from discontinued operations | $ | (0.12 | ) | $ | (0.05 | ) | $ | 0 | $ | (0.04 | ) | ||||||
Net income | $ | 1.05 | $ | 1.06 | $ | 0.72 | $ | 0.78 | |||||||||
Diluted weighted average shares outstanding | 5,364 | 5,368 | 5,372 | 5,380 | |||||||||||||
2013 Quarters | |||||||||||||||||
1st | 2nd | 3rd | 4th | ||||||||||||||
Revenues | $ | 119,157 | $ | 119,062 | $ | 111,069 | $ | 122,350 | |||||||||
Contract costs | $ | 108,783 | $ | 105,555 | $ | 101,026 | $ | 108,886 | |||||||||
Operating income | $ | 9,942 | $ | 12,701 | $ | 9,460 | $ | 12,000 | |||||||||
Income from continuing operations | $ | 5,271 | $ | 6,963 | $ | 5,327 | $ | 6,429 | |||||||||
Loss income from discontinued operations | $ | (13 | ) | $ | (101 | ) | $ | (1 | ) | $ | (1,023 | ) | |||||
Net income | $ | 5,258 | $ | 6,862 | $ | 5,326 | $ | 5,406 | |||||||||
Basic earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 0.99 | $ | 1.31 | $ | 1 | $ | 1.2 | |||||||||
Loss from discontinued operations | $ | 0 | $ | (0.02 | ) | $ | 0 | $ | (0.19 | ) | |||||||
Net income | $ | 0.99 | $ | 1.29 | $ | 1 | $ | 1.01 | |||||||||
Basic weighted average shares outstanding | 5,317 | 5,333 | 5,333 | 5,333 | |||||||||||||
Diluted earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 0.99 | $ | 1.3 | $ | 1 | $ | 1.2 | |||||||||
Loss from discontinued operations | $ | - | $ | (0.02 | ) | $ | - | $ | (0.19 | ) | |||||||
Net income | $ | 0.99 | $ | 1.28 | $ | 1 | $ | 1.01 | |||||||||
Diluted weighted average shares outstanding | 5,329 | 5,340 | 5,339 | 5,364 |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Subsequent Events [Abstract] | |||||
Subsequent Events [Text Block] | (17)Â Subsequent Events | ||||
In January 2015, we acquired 100% of the voting equity interest of four businesses (the "Acquisition") that specialize in maintenance, repair and overhaul ("MRO") services and parts supply for corporate and regional jet aircraft engines and engine accessories. The businesses acquired include Air Parts & Supply Co., Kansas Aviation of Independence, L.L.C., Prime Turbines LLC, and CT Aerospace LLC. These four businesses will operate as a combined group under our newly formed wholly owned subsidiary VSE Aviation, Inc. to expand our sustainment services into the aviation supply chain market. We have retained certain key members of the management group and the operating businesses. | |||||
The aggregate cash purchase price for the Acquisition was approximately $189 million (subject to working capital and inventory and equipment adjustments). We may also be required to make earn-out payments of up to $45 million if the Acquisition meets certain financial targets during the first two years after the closing of the Acquisition. | |||||
We expect to account for the transaction as a business combination and have not completed the purchase accounting for the Acquisition. We plan to file the required historical financial statements of the Acquisition and the required pro forma financial statements of the combined results of the Company and the Acquisition in a Form 8-K/A to amend the Current Report on Form 8-K filed on January 30, 2015 by April 13, 2015. Preliminary estimates of valuations are as follows (in thousands): | |||||
Fair Value | |||||
Tangible assets acquired | $ | 80,000 | |||
Liabilities assumed | 12,000 | ||||
   Identifiable net assets acquired | $ | 68,000 | |||
Purchase price: | |||||
    Cash paid | $ | 189,000 | |||
    Less identifiable net assets acquired | (68,000 | ) | |||
Excess of purchase price over net assets acquired, allocated to intangibles and goodwill | $ | 121,000 | |||
Nature_of_Business_and_Signifi1
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Principles of Consolidation | Principles of Consolidation | |||||
The consolidated financial statements consist of the operations of our parent company, our unincorporated divisions and our wholly owned subsidiaries, Energetics Incorporated ("Energetics"), Akimeka, LLC ("Akimeka") and Wheeler Bros., Inc. ("WBI"). All intercompany transactions have been eliminated in consolidation. These consolidated financial statements also account for the classification of the Infrastructure Group as discontinued operations of our subsidiary Integrated Concepts and Research Corporation ("ICRC") and therefore any financial impact of such group has been presented as discontinued operations in the 2014, 2013 and 2012 reporting periods. | ||||||
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the financial statements include accruals for contract disallowance reserves, recoverability of goodwill and intangible assets and earn-out obligations. | ||||||
Stock-based Compensation | Stock-Based Compensation | |||||
We account for share-based awards in accordance with the applicable accounting rules that require the measurement and recognition of compensation expense for all share-based payment awards based on estimated fair values. The compensation expense, included in contract costs, is amortized over the requisite service period. See Note 8, Stock-Based Compensation Plans, for further discussion of our stock-based compensation plans and related activity. | ||||||
Earnings Per Share | Earnings Per Share | |||||
Basic earnings per share ("EPS") have been computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. Shares issued during the period are weighted for the portion of the period that they were outstanding. Our calculation of diluted earnings per common share includes the dilutive effects for the assumed vesting of restricted stock awards. | ||||||
Years Ended December 31, | ||||||
2014 | 2013 | 2012 | ||||
Basic weighted average common shares outstanding | 5,353,912 | 5,329,208 | 5,282,047 | |||
Effect of dilutive shares | 17,288 | 14,059 | 27,815 | |||
Diluted weighted average common shares outstanding | 5,371,200 | 5,343,267 | 5,309,862 | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Due to the short maturity of these instruments, the carrying values on our consolidated balance sheets approximate fair value. | ||||||
Property and Equipment | Property and Equipment | |||||
Property and equipment are recorded at cost. Depreciation of computer equipment, furniture, other equipment is provided principally by the straight-line method over periods of 3 to 15 years. Depreciation of buildings and land improvements is provided by the straight-line method over periods of approximately 15 to 20 years. Amortization of leasehold improvements is provided by the straight-line method over the lesser of their useful life or the remaining term of the lease. | ||||||
Concentration of Credit Risk, Fair Value of Financial Instruments | Concentration of Credit Risk/Fair Value of Financial Instruments | |||||
Financial instruments that potentially subject us to concentration of credit risk consist primarily of cash, cash equivalents and trade receivables. Â Contracts with the government, either as a prime or subcontractor, accounted for approximately 99 % of revenues for each of the years ended December 31, 2014, 2013, and 2012. We believe that concentrations of credit risk with respect to trade receivables are limited as they are primarily government receivables. We believe that the fair market value of all financial instruments, including debt, approximate book value. | ||||||
Revenues | Revenues | |||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, and collectability is probable. | ||||||
Substantially all of our Supply Chain Management Group revenues result from the sale of vehicle parts to clients. We recognize revenue from the sale of vehicle parts when the customer takes ownership of the parts. | ||||||
Substantially all of our International, Federal, and IT, Energy and Management Consulting work is performed for our customers on a contract basis. The three primary types of contracts used are time and materials, cost-type, and fixed-price. Revenues result from work performed on these contracts by our employees and our subcontractors and from costs for materials and other work related costs allowed under our contracts. | ||||||
Revenue recognition methods on fixed-price contracts will vary depending on the nature of the work and the contract terms. Revenues on fixed-price service contracts are recorded as work is performed, typically ratably over the service period. Revenues on fixed-price contracts that require delivery of specific items are recorded based on a price per unit as units are delivered. We classify our Supply Chain Management Group revenues as fixed-price revenue. | ||||||
Revenues on cost-type contracts are recorded as contract allowable costs are incurred and fees are earned. Our FMS Program contract is a cost plus award fee contract. This contract has terms that specify award fee payments that are determined by performance and level of contract activity. Award fees are made during the year through a contract modification authorizing the award fee that is issued subsequent to the period in which the work is performed. We recognize award fee income on the FMS Program contract when the fees are fixed or determinable. Due to such timing, and to fluctuations in the level of revenues, profits as a percentage of revenues on this contract will fluctuate from period to period. | ||||||
Revenues for time and materials contracts are recorded on the basis of contract allowable labor hours worked multiplied by the contract defined billing rates, plus the direct costs and indirect cost burdens associated with materials and subcontract work used in performance on the contract. Generally, profits on time and materials contracts result from the difference between the cost of services performed and the contract defined billing rates for these services. | ||||||
Revenue related to work performed on contracts at risk, which is work performed at the customer's request prior to the government formalizing funding, is not recognized until it can be reliably estimated and its realization is probable. | ||||||
A substantial portion of contract and administrative costs are subject to audit by the Defense Contract Audit Agency. Our indirect cost rates have been audited and approved for 2007 and prior years with no material adjustments to our results of operations or financial position. While we maintain reserves to cover the risk of potential future audit adjustments based primarily on the results of prior audits, we do not believe any future audits will have a material adverse effect on our results of operations or financial position. | ||||||
Receivables and Allowance for Doubtful Accounts | Receivables and Allowance for Doubtful Accounts | |||||
Receivables are recorded at amounts earned less an allowance for doubtful accounts. We review our receivables regularly to determine if there are any potentially uncollectible accounts. The majority of our receivables are from government agencies, where there is minimal credit risk. We record allowances for bad debt as a reduction to receivables and an increase to bad debt expense. We assess the adequacy of these reserves by considering general factors, such as the length of time individual receivables are past due and historical collection experience. | ||||||
Inventories | Inventories | |||||
Inventories are stated at the lower of cost or market using the first-in, first-out ("FIFO") method. Included in inventory are related purchasing, storage, and handling costs. Our inventory primarily consists of vehicle replacement parts. | ||||||
Deferred Compensation Plans | Deferred Compensation Plans | |||||
We have a deferred compensation plan, the VSE Corporation Deferred Supplemental Compensation Plan ("DSC Plan"), to provide incentive and reward for certain management employees based on overall corporate performance. We maintain the underlying assets of the DSC Plan in a Rabbi Trust and changes in asset values are included in contract costs on the accompanying consolidated statements of income.  We invest the assets held by the Rabbi Trust in both corporate owned life insurance ("COLI") products and in mutual funds. The COLI investments are recorded at cash surrender value and the mutual fund investments are recorded at fair value. The DSC Plan assets are included in other assets and the obligation to the participants is included in deferred compensation on the accompanying consolidated balance sheets. | ||||||
Deferred compensation plan expense recorded as contract costs in the accompanying consolidated statements of income for the years ended December 31, 2014, 2013, and 2012 was approximately $1.3 million, $1.4 million, and $1.2 million, respectively. | ||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||
Long-lived assets include property and equipment to be held and used. We review the carrying values of long-lived assets other than goodwill for impairment if events or changes in the facts and circumstances indicate that their carrying values may not be recoverable. We assess impairment by comparing the estimated undiscounted future cash flows of the related asset to its carrying value. If an asset is determined to be impaired, we recognize an impairment charge in the current period for the difference between the fair value of the asset and its carrying value. | ||||||
  During 2012, impairment charges of approximately $1 million were recorded for the intangible assets related to our acquisition of Akimeka. Also during 2012, an impairment charge of approximately $1.9 million was recorded for the intangible assets related to our acquisition of ICRC (see Note 5, Goodwill and Intangible Assets). No impairment charges related to intangible assets, other than goodwill, were recorded in the years ended December 31, 2014 and December 31, 2013. | ||||||
Income Taxes | Income Taxes | |||||
Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits, such as net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | ||||||
The carrying value of net deferred tax assets is based on assumptions regarding our ability to generate sufficient future taxable income to utilize these deferred tax assets. | ||||||
Goodwil | Goodwill | |||||
We review goodwill for impairment annually at the beginning of the fourth quarter and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test involves a two-step process. In the first step, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we must perform the second step of the impairment test to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss. Based on our annual goodwill impairment analysis we performed during the fourth quarter of 2014, we found no impairment in the carrying value of goodwill. | ||||||
During 2013, goodwill of $790 thousand was impaired (See Note 15, Discontinued Operations). Based on the results of the impairment analyses performed during 2012, goodwill impairment charges of approximately $6 million were recorded related to our ICRC acquisition (see Note 5, Goodwill and Intangible Assets). | ||||||
Intangibles | Intangibles | |||||
Intangible assets consist of the value of contract-related intangible assets, trade names and acquired technologies acquired in acquisitions. We amortize on a straight-line basis intangible assets acquired as part of acquisitions over their estimated useful lives unless their useful lives are determined to be indefinite. The amounts we record related to acquired intangibles are determined by us considering the results of independent valuations. Our contract-related intangibles are amortized over their estimated useful lives of approximately 8 to 12 years with a weighted-average life of approximately 11.8 years as of December 31, 2014.  We have three trade names that are amortized over an estimated useful life of approximately 8.4 years. We have an acquired technologies intangible asset that is amortized over an estimated useful life of 11 years. The weighted-average life for all amortizable intangible assets is approximately 11.4 years as of December 31, 2014. |
Nature_of_Business_and_Signifi2
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended | |||||
Dec. 31, 2014 | ||||||
Nature of Business and Significant Accounting Policies [Abstract] | ||||||
Weighted Average Number of Shares | Years Ended December 31, | |||||
2014 | 2013 | 2012 | ||||
Basic weighted average common shares outstanding | 5,353,912 | 5,329,208 | 5,282,047 | |||
Effect of dilutive shares | 17,288 | 14,059 | 27,815 | |||
Diluted weighted average common shares outstanding | 5,371,200 | 5,343,267 | 5,309,862 |
Receivables_Tables
Receivables (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Receivables [Abstract] | |||||||||
Components of Receivables | The components of receivables as of December 31, 2014 and 2013 were as follows (in thousands): | ||||||||
2014 | 2013 | ||||||||
Billed | $ | 26,709 | $ | 36,703 | |||||
Unbilled | 32,682 | 41,684 | |||||||
Total receivables | $ | 59,391 | $ | 78,387 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property and Equipment [Abstract] | |||||||||
Property and Equipment | Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||
2014 | 2013 | ||||||||
Buildings and building improvements | $ | 45,825 | $ | 45,418 | |||||
Computer equipment | 25,327 | 24,933 | |||||||
Furniture, fixtures, equipment and other | 17,603 | 16,604 | |||||||
Leasehold improvements | 3,567 | 3,567 | |||||||
Land and land improvements | 3,410 | 3,410 | |||||||
95,732 | 93,932 | ||||||||
Less accumulated depreciation and amortization | (42,821 | ) | (36,194 | ) | |||||
Total property and equipment, net | $ | 52,911 | $ | 57,738 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||
Goodwill by Operating Segment | Changes in goodwill for the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||||||
Supply Chain Management | IT, Energy and Management Consulting | Total | |||||||||||||||
Balance as of December 31, 2012 | $ | 61,169 | $ | 30,883 | $ | 92,052 | |||||||||||
Balance as of December 31, 2013 | $ | 61,169 | $ | 30,883 | $ | 92,052 | |||||||||||
Balance as of December 31, 2014 | $ | 61,169 | $ | 30,883 | $ | 92,052 | |||||||||||
Intangible Assets | Intangible assets were composed of the following (in thousands): | ||||||||||||||||
Cost | Accumulated Amortization | Accumulated | Net Intangible Assets | ||||||||||||||
Impairment Loss | |||||||||||||||||
31-Dec-14 | |||||||||||||||||
Contract and customer-related | $ | 93,304 | $ | (33,840 | ) | $ | (1,025 | ) | $ | 58,439 | |||||||
Acquired technologies | 12,400 | (4,024 | ) | - | 8,376 | ||||||||||||
Trade names – amortizable | 10,100 | (4,706 | ) | - | 5,394 | ||||||||||||
Total | $ | 115,804 | $ | (42,570 | ) | $ | (1,025 | ) | $ | 72,209 | |||||||
31-Dec-13 | |||||||||||||||||
Contract and customer-related | $ | 93,304 | $ | (26,287 | ) | $ | (1,025 | ) | $ | 65,992 | |||||||
Acquired technologies | 12,400 | (2,896 | ) | - | 9,504 | ||||||||||||
Trade names – amortizable | 10,100 | (3,339 | ) | - | 6,761 | ||||||||||||
Total | $ | 115,804 | $ | (32,522 | ) | $ | (1,025 | ) | $ | 82,257 | |||||||
Future Amortization of Intangible Assets | Future expected amortization of intangible assets is as follows for the years ending December 31, (in thousands): | ||||||||||||||||
Amortization | |||||||||||||||||
2015 | $ | 9,439 | |||||||||||||||
2016 | 9,255 | ||||||||||||||||
2017 | 9,255 | ||||||||||||||||
2018 | 9,255 | ||||||||||||||||
2019 | 9,190 | ||||||||||||||||
Thereafter | 25,815 | ||||||||||||||||
Total | $ | 72,209 |
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stock-Based Compensation Plans [Abstract] | |||||||||||||
Share-based Compensation Related to Restricted Stock Awards | The total stock-based compensation expense related to restricted stock awards for the years ended December 31, are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Employees | $ | 1,104 | $ | 1,163 | $ | 650 | |||||||
Non-employee Directors | 510 | 413 | 272 | ||||||||||
Total | $ | 1,614 | $ | 1,576 | $ | 922 | |||||||
Stock-based Compensation Expense | Stock-based compensation, which includes compensation recognized on stock option grants and restricted stock awards, was included in contract costs and the following line items on the accompanying statements of income for the years ended December 31, 2014, 2013 and 2012 (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock-based compensation included in contract costs | $ | 1,739 | $ | 1,576 | $ | 1,076 | |||||||
Income tax benefit recognized for stock-based compensation | (669 | ) | (606 | ) | (414 | ) | |||||||
Total stock-based compensation expense, Â net of income tax benefit | $ | 1,070 | $ | 970 | $ | 662 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Taxes [Abstract] | |||||||||||||
Components of Provision for Income Taxes | We file consolidated federal income tax returns that include all of our subsidiaries. Â The components of the provision for income taxes from continuing operations for the years ended December 31, 2014, 2013, and 2012 are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current | |||||||||||||
Federal | $ | 7,889 | $ | 12,654 | $ | 14,782 | |||||||
State | 1,486 | 2,544 | 2,959 | ||||||||||
9,375 | 15,198 | 17,741 | |||||||||||
Deferred | |||||||||||||
Federal | 2,595 | (848 | ) | (999 | ) | ||||||||
State | 488 | (26 | ) | (254 | ) | ||||||||
3,083 | (874 | ) | (1,253 | ) | |||||||||
Provision for income taxes | $ | 12,458 | $ | 14,324 | $ | 16,488 | |||||||
Effective Income Tax Reconciliation | The differences between the amount of tax computed at the federal statutory rate of 35% and the provision for income taxes from continuing operations for the years ended December 31, are as follows (in thousands): | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax at statutory federal income tax rate | $ | 11,531 | $ | 13,410 | $ | 15,348 | |||||||
Increases (decreases) in tax resulting from: | |||||||||||||
State taxes, net of federal tax benefit | 1,486 | 1,630 | 1,901 | ||||||||||
Permanent differences, net | (516 | ) | (685 | ) | (522 | ) | |||||||
Other, net | (43 | ) | (31 | ) | (239 | ) | |||||||
Provision for income taxes | $ | 12,458 | $ | 14,324 | $ | 16,488 | |||||||
Deferred Tax Assets and Liabilities | The tax effect of temporary differences representing deferred tax assets and liabilities as of December 31, 2014 and 2013, are as follows (in thousands): | ||||||||||||
2014 | 2013 | ||||||||||||
Gross deferred tax assets | |||||||||||||
Deferred compensation and accrued paid leave | $ | 6,992 | $ | 6,805 | |||||||||
Accrued expenses | 1,276 | 1,489 | |||||||||||
Stock-based compensation | 592 | 510 | |||||||||||
Interest rate swaps | - | 125 | |||||||||||
Reserve for contract disallowances | 287 | 326 | |||||||||||
Acquisition-related expenses | 982 | 603 | |||||||||||
Capitalized inventory | 589 | 409 | |||||||||||
Other | 5 | - | |||||||||||
Total gross deferred tax assets | 10,723 | 10,267 | |||||||||||
Gross deferred tax liabilities | |||||||||||||
Depreciation | (2,830 | ) | (3,237 | ) | |||||||||
Deferred revenues | (2,676 | ) | (1,921 | ) | |||||||||
Goodwill and intangible assets | (5,017 | ) | (1,701 | ) | |||||||||
Total gross deferred tax liabilities | (10,523 | ) | (6,859 | ) | |||||||||
Net deferred tax assets | $ | 200 | $ | 3,408 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||
Lease Expense | We have various non-cancelable operating leases for facilities, equipment, and software with terms between two and 15 years. The terms of the facilities leases typically provide for certain minimum payments as well as increases in lease payments based upon the operating cost of the facility and the consumer price index. Rent expense is recognized on a straight-line basis for rent agreements having escalating rent terms. Lease expense for the years ended December 31, 2014, 2013 and 2012 were as follows (in thousands): | ||||||||||||
Operating | Sublease | Net | |||||||||||
Lease | Income | Expense | |||||||||||
Expense | |||||||||||||
2014 | $ | 6,576 | $ | 119 | $ | 6,457 | |||||||
2013 | $ | 9,826 | $ | 531 | $ | 9,295 | |||||||
2012 | $ | 11,544 | $ | 671 | $ | 10,873 | |||||||
Future Minimum Annual Non-cancelable Commitments - Leases | Future minimum annual non-cancelable commitments as of December 31, 2014 are as follows (in thousands): | ||||||||||||
Operating Leases | |||||||||||||
Lease | Sublease | Net | |||||||||||
Commitments | Income | Commitments | |||||||||||
2015 | $ | 3,859 | $ | 246 | $ | 3,613 | |||||||
2016 | 2,367 | - | 2,367 | ||||||||||
2017 | 1,939 | - | 1,939 | ||||||||||
2018 | 871 | - | 871 | ||||||||||
2019 | 316 | - | 316 | ||||||||||
Thereafter | - | - | - | ||||||||||
Total | $ | 9,352 | $ | 246 | $ | 9,106 | |||||||
Future minimum annual non-cancelable commitments under our headquarters lease as of December 31, 2014, which are not included in the table above, are as follows (in thousands): | |||||||||||||
Lease Commitments | |||||||||||||
2015 | $ | 3,985 | |||||||||||
2016 | 4,104 | ||||||||||||
2017 | 4,221 | ||||||||||||
2018 | 4,336 | ||||||||||||
2019 | 4,456 | ||||||||||||
Thereafter | 36,447 | ||||||||||||
Total | $ | 57,549 |
Business_Segments_and_Customer1
Business Segments and Customer Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Business Segments and Customer Information [Abstract] | |||||||||||||||||||||||||
Segment Information | Our segment information is as follows (in thousands): | ||||||||||||||||||||||||
For the years ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 172,482 | $ | 154,702 | $ | 143,014 | |||||||||||||||||||
International Group | 106,369 | 146,908 | 167,193 | ||||||||||||||||||||||
Federal Group | 84,392 | 95,435 | 142,323 | ||||||||||||||||||||||
IT, Energy and Management Consulting Group | 60,828 | 74,593 | 94,225 | ||||||||||||||||||||||
Total revenues | $ | 424,071 | $ | 471,638 | $ | 546,755 | |||||||||||||||||||
Operating income: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 29,694 | $ | 27,299 | $ | 24,014 | |||||||||||||||||||
International Group | 3,795 | 7,069 | 6,052 | ||||||||||||||||||||||
Federal Group | (343 | ) | 2,400 | 10,418 | |||||||||||||||||||||
IT, Energy and Management Consulting Group | 6,634 | 9,061 | 11,816 | ||||||||||||||||||||||
Corporate | (2,850 | ) | (1,726 | ) | (1,224 | ) | |||||||||||||||||||
Operating income | $ | 36,930 | $ | 44,103 | $ | 51,076 | |||||||||||||||||||
Depreciation and amortization expense: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 5,373 | $ | 4,265 | $ | 9,891 | |||||||||||||||||||
International Group | 5,713 | 7,323 | 3,035 | ||||||||||||||||||||||
Federal Group | 5,607 | 6,033 | 3,116 | ||||||||||||||||||||||
IT, Energy and Management Consulting Group | 2,077 | 2,387 | 3,753 | ||||||||||||||||||||||
Total depreciation and amortization | $ | 18,770 | $ | 20,008 | $ | 19,795 | |||||||||||||||||||
Capital expenditures: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 2,524 | $ | 895 | $ | 341 | |||||||||||||||||||
International Group | - | 236 | 83 | ||||||||||||||||||||||
Federal Group | 230 | 1,211 | 763 | ||||||||||||||||||||||
IT, Energy and Management Consulting Group | 199 | 71 | 53 | ||||||||||||||||||||||
Corporate | 461 | 2,003 | 19,623 | ||||||||||||||||||||||
Total capital expenditures | $ | 3,414 | $ | 4,416 | $ | 20,863 | |||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Total assets: | |||||||||||||||||||||||||
Supply Chain Management Group | $ | 192,720 | $ | 185,976 | |||||||||||||||||||||
International Group | 17,235 | 33,355 | |||||||||||||||||||||||
Federal Group | 18,990 | 20,846 | |||||||||||||||||||||||
IT, Energy and Management Consulting Group | 49,790 | 57,610 | |||||||||||||||||||||||
Corporate | 76,595 | 82,742 | |||||||||||||||||||||||
Total assets | $ | 355,330 | $ | 380,529 | |||||||||||||||||||||
Revenue by Customer | Our revenues are derived from contract services performed for DoD agencies or federal civilian agencies and from the delivery of products to our clients. The USPS, U.S. Army and Army Reserve, and U.S. Navy are our largest customers. Our customers also include various other government agencies and commercial entities. Our revenue by customer is as follows for the years ended December 31, (in thousands): | ||||||||||||||||||||||||
Revenues by Customer | |||||||||||||||||||||||||
(dollars in thousands) | |||||||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||||||
Customer | 2014 | % | 2013 | % | 2012 | % | |||||||||||||||||||
U.S. Army/Army Reserve | $ | 101,714 | 24 | % | $ | 101,736 | 21.6 | % | $ | 182,412 | 33.4 | % | |||||||||||||
U.S. Navy | 88,007 | 20.7 | % | 123,307 | 26.1 | % | 120,867 | 22.1 | % | ||||||||||||||||
U.S. Air Force | 3,323 | 0.8 | % | 3,625 | 0.8 | % | 6,963 | 1.3 | % | ||||||||||||||||
Total - DoD | 193,044 | 45.5 | % | 228,668 | 48.5 | % | 310,242 | 56.8 | % | ||||||||||||||||
U.S. Postal Service | 167,268 | 39.4 | % | 142,203 | 30.1 | % | 130,866 | 23.9 | % | ||||||||||||||||
Department of Energy | 19,000 | 4.5 | % | 20,124 | 4.3 | % | 20,898 | 3.8 | % | ||||||||||||||||
Department of Treasury | 10,897 | 2.6 | % | 35,929 | 7.6 | % | 33,369 | 6.1 | % | ||||||||||||||||
Department of Interior | 1,431 | 0.3 | % | 1,545 | 0.3 | % | 16,884 | 3.1 | % | ||||||||||||||||
Other government | 28,751 | 6.8 | % | 40,919 | 8.7 | % | 32,231 | 5.9 | % | ||||||||||||||||
Total – Federal civilian agencies | 227,347 | 53.6 | % | 240,720 | 51 | % | 234,248 | 42.8 | % | ||||||||||||||||
Commercial | 3,680 | 0.9 | % | 2,250 | 0.5 | % | 2,265 | 0.4 | % | ||||||||||||||||
Total | $ | 424,071 | 100 | % | $ | 471,638 | 100 | % | $ | 546,755 | 100 | % |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||
Fair Value of Assets and Liabilities | The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2014 and December 31, 2013 and the level they fall within the fair value hierarchy (in thousands): | ||||||||||||
Amounts Recorded at Fair Value | Financial Statement Classification | Fair Value Hierarchy | 31-Dec-14 | 31-Dec-13 | |||||||||
Non-COLI assets held in DSC Plan | Other assets | Level 1 | $ | 253 | $ | 198 | |||||||
Interest rate swaps | Accrued expenses | Level 2 | $ | - | $ | 326 | |||||||
Earn-out obligations - current | Current portion of earn-out obligations | Level 3 | 9,455 | - | |||||||||
$ | $ | ||||||||||||
Earn-out obligations - long-term | Earn-out obligations | Level 3 | $ | - | $ | 9,062 | |||||||
Fair Value Reconciliation, Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balance of the earn-out obligations measured at fair value on a recurring basis that used significant unobservable inputs (Level 3). | ||||||||||||
Current portion | Long-term portion | ||||||||||||
Total | |||||||||||||
Balance as of December 31, 2013 | $ | - | $ | 9,062 | $ | 9,062 | |||||||
Earn-out payments | - | (2,666 | ) | (2,666 | ) | ||||||||
Fair value adjustment included in earnings | - | 3,059 | 3,059 | ||||||||||
Reclassification from long-term to short-term | 9,455 | (9,455 | ) | - | |||||||||
Balance as of December 31, 2014 | $ | 9,455 | $ | - | $ | 9,455 |
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Discontinued Operations [Abstract] | |||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures | Revenues and costs of ICRC have been reclassified as discontinued operations for all periods presented. Â The major categories included in discontinued operations on the consolidated statements of income are as follows (in thousands): | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenues | $ | - | $ | 225 | $ | 23,128 | |||||||
Loss before income taxes | $ | (1,807 | ) | $ | (1,818 | ) | $ | (9,728 | ) | ||||
Income tax benefit | (683 | ) | (680 | ) | (3,658 | ) | |||||||
Loss from discontinued operations, net | $ | (1,124 | ) | $ | (1,138 | ) | $ | (6,070 | ) |
Selected_Quarterly_Data_Unaudi1
Selected Quarterly Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Selected Quarterly Data (Unaudited) [Abstract] | |||||||||||||||||
Selected Quarterly Data | The following table shows selected quarterly data for 2014 and 2013, in thousands, except earnings per share. | ||||||||||||||||
2014 Quarters | |||||||||||||||||
1st | 2nd | 3rd | 4th | ||||||||||||||
Revenues | $ | 119,409 | $ | 107,962 | $ | 101,749 | $ | 94,951 | |||||||||
Contract costs | $ | 107,611 | $ | 96,481 | $ | 93,388 | $ | 85,521 | |||||||||
Operating income | $ | 11,357 | $ | 10,703 | $ | 7,183 | $ | 7,687 | |||||||||
Income from continuing operations | $ | 6,269 | $ | 5,944 | $ | 3,887 | $ | 4,389 | |||||||||
Loss from discontinued operations | $ | (615 | ) | $ | (279 | ) | $ | (4 | ) | $ | (226 | ) | |||||
Net income | $ | 5,654 | $ | 5,665 | $ | 3,883 | $ | 4,163 | |||||||||
Basic earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 1.17 | $ | 1.11 | $ | 0.73 | $ | 0.82 | |||||||||
Loss from discontinued operations | $ | (0.12 | ) | $ | (0.05 | ) | $ | 0 | $ | (0.04 | ) | ||||||
Net income | $ | 1.05 | $ | 1.06 | $ | 0.73 | $ | 0.78 | |||||||||
Basic weighted average shares outstanding | 5,347 | 5,356 | 5,356 | 5,356 | |||||||||||||
Diluted earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 1.17 | $ | 1.11 | $ | 0.72 | $ | 0.82 | |||||||||
Loss from discontinued operations | $ | (0.12 | ) | $ | (0.05 | ) | $ | 0 | $ | (0.04 | ) | ||||||
Net income | $ | 1.05 | $ | 1.06 | $ | 0.72 | $ | 0.78 | |||||||||
Diluted weighted average shares outstanding | 5,364 | 5,368 | 5,372 | 5,380 | |||||||||||||
2013 Quarters | |||||||||||||||||
1st | 2nd | 3rd | 4th | ||||||||||||||
Revenues | $ | 119,157 | $ | 119,062 | $ | 111,069 | $ | 122,350 | |||||||||
Contract costs | $ | 108,783 | $ | 105,555 | $ | 101,026 | $ | 108,886 | |||||||||
Operating income | $ | 9,942 | $ | 12,701 | $ | 9,460 | $ | 12,000 | |||||||||
Income from continuing operations | $ | 5,271 | $ | 6,963 | $ | 5,327 | $ | 6,429 | |||||||||
Loss income from discontinued operations | $ | (13 | ) | $ | (101 | ) | $ | (1 | ) | $ | (1,023 | ) | |||||
Net income | $ | 5,258 | $ | 6,862 | $ | 5,326 | $ | 5,406 | |||||||||
Basic earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 0.99 | $ | 1.31 | $ | 1 | $ | 1.2 | |||||||||
Loss from discontinued operations | $ | 0 | $ | (0.02 | ) | $ | 0 | $ | (0.19 | ) | |||||||
Net income | $ | 0.99 | $ | 1.29 | $ | 1 | $ | 1.01 | |||||||||
Basic weighted average shares outstanding | 5,317 | 5,333 | 5,333 | 5,333 | |||||||||||||
Diluted earnings per share: | |||||||||||||||||
Income from continuing operations | $ | 0.99 | $ | 1.3 | $ | 1 | $ | 1.2 | |||||||||
Loss from discontinued operations | $ | - | $ | (0.02 | ) | $ | - | $ | (0.19 | ) | |||||||
Net income | $ | 0.99 | $ | 1.28 | $ | 1 | $ | 1.01 | |||||||||
Diluted weighted average shares outstanding | 5,329 | 5,340 | 5,339 | 5,364 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Subsequent Events [Abstract] | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | We expect to account for the transaction as a business combination and have not completed the purchase accounting for the Acquisition. We plan to file the required historical financial statements of the Acquisition and the required pro forma financial statements of the combined results of the Company and the Acquisition in a Form 8-K/A to amend the Current Report on Form 8-K filed on January 30, 2015 by April 13, 2015. Preliminary estimates of valuations are as follows (in thousands): | ||||
Fair Value | |||||
Tangible assets acquired | $ | 80,000 | |||
Liabilities assumed | 12,000 | ||||
   Identifiable net assets acquired | $ | 68,000 | |||
Purchase price: | |||||
    Cash paid | $ | 189,000 | |||
    Less identifiable net assets acquired | (68,000 | ) | |||
Excess of purchase price over net assets acquired, allocated to intangibles and goodwill | $ | 121,000 | |||
Nature_of_Business_and_Signifi3
Nature of Business and Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | |||||||||||
Basic weighted average common shares outstanding (in shares) | 5,353,912 | 5,329,208 | 5,282,047 | ||||||||
Effect of dilutive options (in shares) | 17,288 | 14,059 | 27,815 | ||||||||
Diluted weighted average shares outstanding (in shares) | 5,380,000 | 5,372,000 | 5,368,000 | 5,364,000 | 5,364,000 | 5,339,000 | 5,340,000 | 5,329,000 | 5,371,200 | 5,343,267 | 5,309,862 |
Concentration of Credit Risk [Abstract] | |||||||||||
Percentage of contracts with the government (in hundredths) | 99.00% | 99.00% | 99.00% | ||||||||
Deferred Compensation Plans [Abstract] | |||||||||||
Deferred compensation plan expense | $1,300,000 | $1,400,000 | $1,200,000 | ||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Weighted average useful life of intangible assets | 11 years 4 months 24 days | ||||||||||
Akimeka, LLC [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Impairment of intangible assets | 1,000,000 | ||||||||||
ICRC [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Impairment of intangible assets | 1,900,000 | ||||||||||
Goodwill impairment | $790,000 | $6,000,000 | |||||||||
Contract-related [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Weighted average useful life of intangible assets | 11 years 9 months 18 days | ||||||||||
Trade Name [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful Life of intangible assets | 8 years 4 months 24 days | ||||||||||
Acquired Technologies [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful Life of intangible assets | 11 years | ||||||||||
Minimum [Member] | Contract-related [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful Life of intangible assets | 8 years | ||||||||||
Maximum [Member] | Contract-related [Member] | |||||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||||
Useful Life of intangible assets | 12 years | ||||||||||
Equipment [Member] | Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | 3 years | ||||||||||
Equipment [Member] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | 15 years | ||||||||||
Buildings and Land Improvements [Member] | Minimum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | 15 years | ||||||||||
Buildings and Land Improvements [Member] | Maximum [Member] | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Estimated useful life | 20 years |
Receivables_Details
Receivables (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Components of Receivables [Abstract] | ||
Billed | $26,709,000 | $36,703,000 |
Unbilled (principally December work billed in January) | 32,682,000 | 41,684,000 |
Total receivables, net | 59,391,000 | 78,387,000 |
Government contracts receivable | $2,900,000 | $5,000,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $95,732,000 | $93,932,000 | |
Less accumulated depreciation and amortization | -42,821,000 | -36,194,000 | |
Total property and equipment, Net | 52,911,000 | 57,738,000 | |
Depreciation and amortization | 7,900,000 | 9,000,000 | 9,200,000 |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 45,825,000 | 45,418,000 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 25,327,000 | 24,933,000 | |
Furniture, Fixtures, Equipment and Other [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 17,603,000 | 16,604,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | 3,567,000 | 3,567,000 | |
Land and Land Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment, Gross | $3,410,000 | $3,410,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Roll Forward] | |||
Balance as of December 31, 2011 | $92,052,000 | $92,052,000 | |
Impairment loss | 0 | ||
Reclassification to current assets of discontinued operations | 0 | ||
Balance as of December 31, 2012 | 92,052,000 | 92,052,000 | 92,052,000 |
Balance as of December 31, 2013 | 92,052,000 | 92,052,000 | 92,052,000 |
Finite-Lived Intangible Assets [Line Items] | |||
Contract-related | 93,304,000 | 93,304,000 | |
Acquired technologies | 12,400,000 | 12,400,000 | |
Trade name - amortizable | 10,100,000 | 10,100,000 | |
Intangible assets, Total | 115,804,000 | 115,804,000 | |
Accumulated Amortization | -42,570,000 | -32,522,000 | |
Accumulated Impairment Loss | -1,025,000 | -1,025,000 | |
Net Intangible Assets | 72,209,000 | 82,257,000 | |
Amortization of Intangible Assets | 10,000,000 | 10,200,000 | 11,200,000 |
Finite-Lived Intangible Assets, Net [Abstract] | |||
2014 | 9,439,000 | ||
2015 | 9,255,000 | ||
2016 | 9,255,000 | ||
2017 | 9,255,000 | ||
2018 | 9,190,000 | ||
Thereafter | 25,815,000 | ||
Total | 72,209,000 | 82,257,000 | |
Contract and customer-related [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated Amortization | -33,840,000 | -26,287,000 | |
Accumulated Impairment Loss | -1,025,000 | -1,025,000 | |
Net Intangible Assets | 58,439,000 | 65,992,000 | |
Finite-Lived Intangible Assets, Net [Abstract] | |||
Total | 58,439,000 | 65,992,000 | |
Acquired Technologies [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated Amortization | -4,024,000 | -2,896,000 | |
Accumulated Impairment Loss | 0 | 0 | |
Net Intangible Assets | 8,376,000 | 9,504,000 | |
Useful Life of intangible assets | 11 years | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Total | 8,376,000 | 9,504,000 | |
Trade Names - Amortizable [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated Amortization | -4,706,000 | -3,339,000 | |
Accumulated Impairment Loss | 0 | 0 | |
Net Intangible Assets | 5,394,000 | 6,761,000 | |
Useful Life of intangible assets | 8 years 4 months 24 days | ||
Finite-Lived Intangible Assets, Net [Abstract] | |||
Total | 5,394,000 | 6,761,000 | |
Supply Chain Management Group [Member] | |||
Goodwill [Roll Forward] | |||
Balance as of December 31, 2012 | 61,169,000 | 61,169,000 | 61,169,000 |
Balance as of December 31, 2013 | 61,169,000 | 61,169,000 | 61,169,000 |
IT, Energy and Management Consulting Group [Member] | |||
Goodwill [Roll Forward] | |||
Balance as of December 31, 2012 | 30,883,000 | 30,883,000 | 30,883,000 |
Balance as of December 31, 2013 | $30,883,000 | $30,883,000 | $30,883,000 |
Debt_Details
Debt (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Jan. 28, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | |||
Debt Instrument, Maturity Date | 28-Jan-20 | ||
Borrowings outstanding | $92.20 | ||
Term loan payments 2016 | 17.8 | ||
Term loan payments 2017 | 21.6 | ||
Term loan payments 2018 | 28.1 | ||
Term loan payments 2019 | 30 | ||
Term loan payments after 2019 | 41.3 | ||
Revolving loans amount outstanding | 23.6 | 30.3 | |
Letters of credit outstanding | 0 | 573 | |
Debt outstanding | 48.6 | 89.7 | |
Duration of interest rate cash flow hedge | 3 years | ||
Interest rate range, minimum (in hundredths) | 1.91% | ||
Interest rate range, maximum (in hundredths) | 3.25% | ||
Effective interest rate (in hundredths) | 3.15% | ||
Interest expense, net | 2 | 3.7 | |
LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Base margin (in hundredths) | 1.75% | ||
Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Base margin (in hundredths) | 0.00% | ||
Amended and Restated [Member] | |||
Debt Instrument [Line Items] | |||
Financing costs | 2 | ||
Borrowings outstanding | 150 | ||
Term loan payments 2015 | 11.2 | ||
Revolving loans maximum borrowing capacity | 150 | ||
Revolving loans potential increment in maximum borrowing capacity | 75 | ||
Revolving loans amount outstanding | 100 | ||
Amended and Restated [Member] | LIBOR [Member] | |||
Debt Instrument [Line Items] | |||
Base margin (in hundredths) | 2.25% | ||
Amended and Restated [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Base margin (in hundredths) | 1.00% | ||
Former [Member] | |||
Debt Instrument [Line Items] | |||
Borrowings outstanding | 25 | ||
Revolving loans maximum borrowing capacity | $125 |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Accrued Expenses and Other Liabilities [Abstract] | ||
Employee-related Liabilities | $16.70 | $17.60 |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans (Details) (USD $) | 12 Months Ended | ||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 02, 2013 | Mar. 02, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | 278,482 | ||||
Stock-based compensation expense | $1,614 | $1,576 | $922 | ||
Stock-based compensation cost, net | 1,739 | 1,576 | 1,076 | ||
Tax withholding associated with awards issued | 314 | 257 | 332 | ||
Compensation expense not yet recognized | 764 | ||||
Weighted average amortization period of compensation not yet recognized | 1 year 9 months 18 days | ||||
Compensation expense related to these grants | 1,614 | 1,576 | 922 | ||
Total stock-based compensation expense, net of income tax | 1,739 | 1,576 | 1,076 | ||
Contract Costs [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation cost, net | 1,070 | 970 | 662 | ||
Stock-based compensation expense | 1,739 | 1,576 | 1,076 | ||
Income tax benefit recognized for stock-based compensation | -669 | -606 | -414 | ||
Total stock-based compensation expense, net of income tax | 1,070 | 970 | 662 | ||
Non-employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 510 | 413 | 272 | ||
Compensation expense related to these grants | 510 | 413 | 272 | ||
Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 1,104 | 1,163 | 650 | ||
Compensation expense related to these grants | 1,104 | 1,163 | 650 | ||
2006 Restricted Stock Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized (in shares) | 500,000 | ||||
2006 Restricted Stock Plan [Member] | Non-employee Director [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock awarded (in shares) | 10,800 | 16,100 | |||
Grant date fair value (in dollars per share) | $25.68 | $47.22 | |||
Stock-based compensation expense | 510 | 413 | |||
Compensation expense related to these grants | $510 | $413 | |||
2006 Restricted Stock Plan [Member] | Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock awarded (in shares) | 12,221 | ||||
Grant date fair value (in dollars per share) | $47.07 | ||||
Vesting period | 3 years | ||||
Vested award is paid in our shares | 100.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current [Abstract] | |||
Federal | $7,889 | $12,654 | $14,782 |
State | 1,486 | 2,544 | 2,959 |
Current Total | 9,375 | 15,198 | 17,741 |
Deferred [Abstract] | |||
Federal | 2,595 | -848 | -999 |
State | 488 | -26 | -254 |
Deferred Total | 3,083 | -874 | -1,253 |
Provision for income taxes | 12,458 | 14,324 | 16,488 |
Effective Income Tax Reconciliation [Abstract] | |||
Tax at statutory federal income tax rate | 11,531 | 13,410 | 15,348 |
Increases (decreases) in tax resulting from: [Abstract] | |||
State taxes, net of federal tax benefit | 1,486 | 1,630 | 1,901 |
Permanent differences, net | -516 | -685 | -522 |
Other, net | -43 | -31 | -239 |
Provision for income taxes | 12,458 | 14,324 | 16,488 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Current deferred tax assets | 1,834 | 863 | |
Noncurrent deferred tax assets | 0 | 2,545 | |
Net deferred tax assets | 200 | 3,408 | |
Gross deferred tax assets [Abstract] | |||
Deferred compensation and accrued paid leave | 6,992 | 6,805 | |
Accrued expenses | 1,276 | 1,489 | |
Stock-based compensation | 592 | 510 | |
Interest rate swaps | 0 | 125 | |
Reserves for contract disallowances | 287 | 326 | |
Acquisition related expenses | 982 | 603 | |
Capitalized inventory | 589 | 409 | |
Other | 5 | 0 | |
Total gross deferred tax assets | 10,723 | 10,267 | |
Gross deferred tax liabilities [Abstract] | |||
Depreciation | -2,830 | -3,237 | |
Deferred revenues | -2,676 | -1,921 | |
Intangible assets | -5,017 | -1,701 | |
Gross deferred tax liabilities | -10,523 | -6,859 | |
Net deferred tax assets | $200 | $3,408 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 1-May-12 | |
Subcontractor | |||||
Employee | |||||
Operating Leases, Rent, Net [Abstract] | |||||
Operating lease expense | $6,576,000 | $9,826,000 | $11,544,000 | ||
Sublease income | 119,000 | 531,000 | 671,000 | ||
Net expense | 6,457,000 | 9,295,000 | 10,873,000 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
Operating Leases, Lease Commitments Due in 2014 | 3,859,000 | ||||
Operating Leases, Lease Commitments Due in 2015 | 2,367,000 | ||||
Operating Leases, Lease Commitments Due in 2016 | 1,939,000 | ||||
Operating Leases, Lease Commitments Due in 2017 | 871,000 | ||||
Operating Leases, Lease Commitments Due in 2018 | 316,000 | ||||
Operating Leases, Lease Commitments Due Thereafter | 0 | ||||
Operating Leases, Lease Commitments Due Total | 9,352,000 | ||||
Operating Leases, Future Minimum Payments Receivable [Abstract] | |||||
Operating Leases, Sublease Income Due in 2014 | 246,000 | ||||
Operating Leases, Sublease Income Due in 2015 | 0 | ||||
Operating Leases, Sublease Income Due in 2016 | 0 | ||||
Operating Leases, Sublease Income Due in 2017 | 0 | ||||
Operating Leases, Sublease Income Due in 2018 | 0 | ||||
Operating Leases, Sublease Income Due Thereafter | 0 | ||||
Operating Leases, Sublease Income Due Total | 246,000 | ||||
Operating Leases, Future Minimum Payments, Net Commitments [Abstract] | |||||
Operating Leases, Net Commitments Due in 2014 | 3,613,000 | ||||
Operating Leases, Net Commitments Due in 2015 | 2,367,000 | ||||
Operating Leases, Net Commitments Due in 2016 | 1,939,000 | ||||
Operating Leases, Net Commitments Due in 2017 | 871,000 | ||||
Operating Leases, Net Commitments Due in 2018 | 316,000 | ||||
Operating Leases, Net Commitments Due Thereafter | 0 | ||||
Operating Leases, Net Commitments Due Total | 9,106,000 | ||||
Capital Leases, Lease Commitments [Abstract] | |||||
Capital Leases, Lease Commitments Due in 2014 | 3,985,000 | ||||
Capital Leases, Lease Commitments Due in 2015 | 4,104,000 | ||||
Capital Leases, Lease Commitments Due in 2016 | 4,221,000 | ||||
Capital Leases, Lease Commitments Due in 2017 | 4,336,000 | ||||
Capital Leases, Lease Commitments Due in 2018 | 4,456,000 | ||||
Capital Leases, Lease Commitments Due Thereafter | 36,447,000 | ||||
Capital Leases, Lease Commitments, Total | 57,549,000 | ||||
Capitalization of Construction Costs | 27,300,000 | ||||
Long term Construction Costs Liability | $27,300,000 | ||||
Contingencies [Abstract] | |||||
Number of subcontractors that operated the facility | 1 | ||||
Number of deaths of subcontractor employees | 5 | ||||
Building Facilities [Member] | |||||
Lease Obligations [Line Items] | |||||
Term of Lease | 15 years | ||||
Operating Leases [Member] | Minimum [Member] | |||||
Lease Obligations [Line Items] | |||||
Term of Lease | 2 years | ||||
Operating Leases [Member] | Maximum [Member] | |||||
Lease Obligations [Line Items] | |||||
Term of Lease | 15 years |
Business_Segments_and_Customer2
Business Segments and Customer Information (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable operating segments | 4 | ||||||||||
Revenues | $424,071 | $471,638 | $546,755 | ||||||||
Operating income | 7,687 | 7,183 | 10,703 | 11,357 | 12,000 | 9,460 | 12,701 | 9,942 | 36,930 | 44,103 | 51,076 |
Interest (income) expense, net | 3,983 | 5,789 | 7,224 | ||||||||
Depreciation and amortization expense | 18,770 | 20,008 | 19,795 | ||||||||
Capital expenditures | 3,414 | 4,416 | 20,863 | ||||||||
Total assets | 355,330 | 380,529 | 355,330 | 380,529 | |||||||
Supply Chain Management Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 172,482 | 154,702 | 143,014 | ||||||||
Operating income | 29,694 | 27,299 | 24,014 | ||||||||
Depreciation and amortization expense | 5,373 | 4,265 | 9,891 | ||||||||
Capital expenditures | 2,524 | 895 | 341 | ||||||||
Total assets | 192,720 | 185,976 | 192,720 | 185,976 | |||||||
International Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 106,369 | 146,908 | 167,193 | ||||||||
Operating income | 3,795 | 7,069 | 6,052 | ||||||||
Depreciation and amortization expense | 5,713 | 7,323 | 3,035 | ||||||||
Capital expenditures | 0 | 236 | 83 | ||||||||
Total assets | 17,235 | 33,355 | 17,235 | 33,355 | |||||||
Federal Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 84,392 | 95,435 | 142,323 | ||||||||
Operating income | -343 | 2,400 | 10,418 | ||||||||
Depreciation and amortization expense | 5,607 | 6,033 | 3,116 | ||||||||
Capital expenditures | 230 | 1,211 | 763 | ||||||||
Total assets | 18,990 | 20,846 | 18,990 | 20,846 | |||||||
IT, Energy and Management Consulting Group [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 60,828 | 74,593 | 94,225 | ||||||||
Operating income | 6,634 | 9,061 | 11,816 | ||||||||
Depreciation and amortization expense | 2,077 | 2,387 | 3,753 | ||||||||
Capital expenditures | 199 | 71 | 53 | ||||||||
Total assets | 49,790 | 57,610 | 49,790 | 57,610 | |||||||
Corporate/unallocated [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating income | -2,850 | -1,726 | -1,224 | ||||||||
Capital expenditures | 461 | 2,003 | 19,623 | ||||||||
Total assets | $76,595 | $82,742 | $76,595 | $82,742 |
Business_Segments_and_Customer3
Business Segments and Customer Information, Major Customers (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | $424,071 | $471,638 | $546,755 |
Percentage of revenue by customer (in dollars per share) | 100.00% | 100.00% | 100.00% |
U.S. Navy [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 88,007 | 123,307 | 120,867 |
Percentage of revenue by customer (in dollars per share) | 20.70% | 26.10% | 22.10% |
U.S. Army/Army Reserve [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 101,714 | 101,736 | 182,412 |
Percentage of revenue by customer (in dollars per share) | 24.00% | 21.60% | 33.40% |
U.S. Air Force [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 3,323 | 3,625 | 6,963 |
Percentage of revenue by customer (in dollars per share) | 0.80% | 0.80% | 1.30% |
Total Department of Defense [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 193,044 | 228,668 | 310,242 |
Percentage of revenue by customer (in dollars per share) | 45.50% | 48.50% | 56.80% |
U.S. Postal Service [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 167,268 | 142,203 | 130,866 |
Percentage of revenue by customer (in dollars per share) | 39.40% | 30.10% | 23.90% |
Department of U.S. Treasury [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 10,897 | 35,929 | 20,898 |
Percentage of revenue by customer (in dollars per share) | 2.60% | 7.60% | 3.80% |
Department of Energy [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 19,000 | 20,124 | 33,369 |
Percentage of revenue by customer (in dollars per share) | 4.50% | 4.30% | 6.10% |
Department of Interior [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 1,431 | 1,545 | 16,884 |
Percentage of revenue by customer (in dollars per share) | 0.30% | 0.30% | 3.10% |
Other government [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 28,751 | 40,919 | 32,231 |
Percentage of revenue by customer (in dollars per share) | 6.80% | 8.70% | 5.90% |
Total Federal civilian agencies [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | 227,347 | 240,720 | 234,248 |
Percentage of revenue by customer (in dollars per share) | 53.60% | 51.00% | 42.80% |
Commercial [Member] | |||
Revenue, Major Customer [Line Items] | |||
Revenue, by customer | $3,680 | $2,250 | $2,265 |
Percentage of revenue by customer (in dollars per share) | 0.90% | 0.50% | 0.40% |
Capital_Stock_Details
Capital Stock (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Capital Stock [Abstract] | ||
Common stock, par value (in dollars per share) | $0.05 | $0.05 |
Proceeds from the issuance of common stock (in dollars per share) | $0.05 |
401k_Plan_and_Profit_Sharing_P1
401(k) Plan and Profit Sharing Plan (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Vesting period for profit sharing | 2 years | ||
401(k) [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined contribution plan expense | $4,000 | $3,700 | $4,900 |
Profit Sharing Plan [Member] | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Defined contribution plan expense | $190 | $175 | $217 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earn-out obligations - current | $9,455,000 | $0 | ||
Earn-out obligations, less current portion | 0 | 9,062,000 | ||
Offset amount included in accumulated other comprehensive loss, net of tax | 0 | 0 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance as of December 31, 2013 | 9,062,000 | |||
Maximum potential cash payment | 45,000,000 | |||
Earn-out payments | -2,666,000 | |||
Fair value adjustment included in earnings | 3,059,000 | |||
Fair Value Inputs, Discount Rate | 7.50% | |||
Reclassification from long-term to short-term | 0 | |||
Balance as of December 31, 2014 | 9,455,000 | |||
Short Term Obligations [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance as of December 31, 2013 | 0 | |||
Earn-out payments | 0 | |||
Fair value adjustment included in earnings | 0 | |||
Reclassification from long-term to short-term | 9,455,000 | |||
Balance as of December 31, 2014 | 9,455,000 | |||
Long Term Earn Out Obligations [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance as of December 31, 2013 | 9,062,000 | |||
Earn-out payments | -2,666,000 | |||
Fair value adjustment included in earnings | 3,059,000 | |||
Reclassification from long-term to short-term | -9,455,000 | |||
Balance as of December 31, 2014 | 0 | |||
WBI Acquisition [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Earn-out payments | 2,700,000 | 219,000 | 7,100,000 | |
Fair Value, Inputs, Level 1 [Member] | Other Assets [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Non-COLI assets held in DSC plan | 253,000 | 198,000 | ||
Fair Value, Inputs, Level 2 [Member] | Accrued Expenses [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Interest rate swaps | 0 | 326,000 | ||
Fair Value, Inputs, Level 3 [Member] | Current Portion of Earn Out Obligations [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earn-out obligations - current | 9,455,000 | 0 | ||
Fair Value, Inputs, Level 3 [Member] | Earn-out Obligations [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Earn-out obligations, less current portion | $0 | $9,062,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Liabilities [Abstract] | |||
Loss Contingency Accrual, Period Increase | $1,100,000 | ||
Guarantor Obligations, Current Carrying Value | 4,000,000 | ||
Income (Loss) from Discontinued Operation Disclosures [Abstract] | |||
Revenues | 0 | 225,000 | 23,128,000 |
Income/(loss) before income taxes | -1,807,000 | -1,818,000 | -9,728,000 |
Income tax (benefit)/expense | -683,000 | -680,000 | -3,658,000 |
Loss from discontinued operations. net | ($1,124,000) | ($1,138,000) | ($6,070,000) |
Selected_Quarterly_Data_Unaudi2
Selected Quarterly Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $94,951 | $101,749 | $107,962 | $119,409 | $122,350 | $111,069 | $119,062 | $119,157 | $424,071 | $471,638 | $546,755 |
Total contract costs | 85,521 | 93,388 | 96,481 | 107,611 | 108,886 | 101,026 | 105,555 | 108,783 | 383,001 | 424,250 | 490,686 |
Operating income | 7,687 | 7,183 | 10,703 | 11,357 | 12,000 | 9,460 | 12,701 | 9,942 | 36,930 | 44,103 | 51,076 |
Income from continuing operations | 4,389 | 3,887 | 5,944 | 6,269 | 6,429 | 5,327 | 6,963 | 5,271 | 20,489 | 23,990 | 27,364 |
Loss from discontinued operations | -226 | -4 | -279 | -615 | -1,023 | -1 | -101 | -13 | -1,124 | -1,138 | -6,070 |
Net income | $4,163 | $3,883 | $5,665 | $5,654 | $5,406 | $5,326 | $6,862 | $5,258 | $19,365 | $22,852 | $21,294 |
Basic earnings per share: | |||||||||||
Income from continuing operations (in dollars per share) | $0.82 | $0.73 | $1.11 | $1.17 | $1.20 | $1 | $1.31 | $0.99 | $3.83 | $4.50 | $5.18 |
Loss from discontinued operations (in dollars per share) | ($0.04) | $0 | ($0.05) | ($0.12) | ($0.19) | $0 | ($0.02) | $0 | ($0.21) | ($0.21) | ($1.15) |
Net income (in dollars per share) | $0.78 | $0.73 | $1.06 | $1.05 | $1.01 | $1 | $1.29 | $0.99 | $3.62 | $4.29 | $4.03 |
Basic weighted average shares outstanding | 5,356,000 | 5,356,000 | 5,356,000 | 5,347,000 | 5,333,000 | 5,333,000 | 5,333,000 | 5,317,000 | 5,353,912 | 5,329,208 | 5,282,047 |
Diluted earnings per share: | |||||||||||
Income from continuing operations (in dollars per share) | $0.82 | $0.72 | $1.11 | $1.17 | $1.20 | $1 | $1.30 | $0.99 | $3.82 | $4.49 | $5.15 |
Loss from discontinued operations (in dollars per share) | ($0.04) | $0 | ($0.05) | ($0.12) | ($0.19) | $0 | ($0.02) | $0 | ($0.21) | ($0.21) | ($1.14) |
Net income (in dollars per share) | $0.78 | $0.72 | $1.06 | $1.05 | $1.01 | $1 | $1.28 | $0.99 | $3.61 | $4.28 | $4.01 |
Diluted weighted average shares outstanding | 5,380,000 | 5,372,000 | 5,368,000 | 5,364,000 | 5,364,000 | 5,339,000 | 5,340,000 | 5,329,000 | 5,371,200 | 5,343,267 | 5,309,862 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | |||
Jan. 28, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Subsequent Event [Line Items] | ||||
Aggregate cash purchase price for the acquisition (percent) | 100.00% | |||
Maximum potential cash payment | $45,000,000 | |||
Fair value adjustments to intangible assets: | ||||
Excess of purchase price over net assets acquired, allocated to intangibles and goodwill | 92,052,000 | 92,052,000 | 92,052,000 | |
Subsequent Event [Member] | VSE Aviation, Inc [Member] | ||||
Subsequent Event [Line Items] | ||||
Tangible assets acquired | 80,000,000 | |||
Liabilities assumed | 12,000,000 | |||
Identifiable net assets acquired | 68,000,000 | |||
Fair value adjustments to intangible assets: | ||||
Cash paid | 189,000,000 | |||
Less identifiable net assets acquired | -68,000,000 | |||
Excess of purchase price over net assets acquired, allocated to intangibles and goodwill | $121,000,000 |