Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 21, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-03676 | |
Entity Registrant Name | VSE CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 54-0649263 | |
Entity Address, Address Line One | 6348 Walker Lane | |
Entity Address, City or Town | Alexandria, | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22310 | |
City Area Code | 703 | |
Local Phone Number | 960-4600 | |
Title of 12(b) Security | Common Stock, par value $0.05 per share | |
Trading Symbol | VSEC | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 12,799,678 | |
Entity Central Index Key | 0000102752 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Unaudited Consolidated Balance
Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 90 | $ 518 |
Receivables (net of allowance of $3.4 million and $1.7 million, respectively) | 91,093 | 76,587 |
Unbilled receivables | 44,084 | 31,882 |
Inventories | 349,917 | 322,702 |
Other current assets | 28,154 | 32,304 |
Total current assets | 513,338 | 463,993 |
Property and equipment (net of accumulated depreciation of $72 million and $66 million, respectively) | 44,564 | 42,486 |
Intangible assets (net of accumulated amortization of $120 million and $135 million, respectively) | 94,857 | 108,263 |
Goodwill | 248,837 | 248,753 |
Operating lease - right-of-use assets | 23,950 | 27,327 |
Other assets | 31,980 | 27,736 |
Total assets | 957,526 | 918,558 |
Current liabilities: | ||
Current portion of long-term debt | 9,162 | 14,162 |
Accounts payable | 119,093 | 115,064 |
Accrued expenses and other current liabilities | 50,791 | 49,465 |
Dividends payable | 1,280 | 1,273 |
Total current liabilities | 180,326 | 179,964 |
Long-term debt, less current portion | 288,531 | 270,407 |
Deferred compensation | 10,128 | 14,328 |
Long-term operating lease obligations | 22,947 | 27,168 |
Deferred tax liabilities | 10,166 | 9,108 |
Other long-term liabilities | 0 | 250 |
Total liabilities | 512,098 | 501,225 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Common stock, par value $0.05 per share, authorized 23,000,000 shares; issued and outstanding 12,799,678 and 12,726,659, respectively | 640 | 636 |
Additional paid-in capital | 91,706 | 88,515 |
Retained earnings | 347,730 | 328,358 |
Accumulated other comprehensive income (loss) | 5,352 | (176) |
Total stockholders' equity | 445,428 | 417,333 |
Total liabilities and stockholders' equity | $ 957,526 | $ 918,558 |
Unaudited Consolidated Balanc_2
Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' equity: | ||
Allowance for credit loss | $ 3.4 | $ 1.7 |
Accumulated depreciation | (72) | (66) |
Accumulated amortization | $ (120) | $ (135) |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, authorized (in shares) | 23,000,000 | 23,000,000 |
Common stock, issued (in shares) | 12,799,678 | 12,726,659 |
Common stock, outstanding (in shares) | 12,799,678 | 12,726,659 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 242,487 | $ 200,582 | $ 715,439 | $ 540,675 |
Costs and operating expenses: | ||||
Selling, general and administrative expenses | 981 | 809 | 2,752 | 1,897 |
Amortization of intangible assets | 4,233 | 4,921 | 13,406 | 13,812 |
Total costs and operating expenses | 225,215 | 186,690 | 672,102 | 529,894 |
Operating income | 17,272 | 13,892 | 43,337 | 10,781 |
Interest expense, net | 4,818 | 2,780 | 12,299 | 8,476 |
Income before income taxes | 12,454 | 11,112 | 31,038 | 2,305 |
Provision for income taxes | 3,035 | 2,091 | 7,827 | 539 |
Net income | $ 9,419 | $ 9,021 | $ 23,211 | $ 1,766 |
Basic earnings per share (in dollars per share) | $ 0.74 | $ 0.71 | $ 1.82 | $ 0.14 |
Basic weighted average shares outstanding (in shares) | 12,797,727 | 12,704,165 | 12,772,731 | 12,496,646 |
Diluted earnings per share (in dollars per share) | $ 0.73 | $ 0.71 | $ 1.81 | $ 0.14 |
Diluted weighted average shares outstanding (in shares) | 12,834,084 | 12,774,636 | 12,816,319 | 12,573,076 |
Dividends declared per share (in dollars per share) | $ 0.10 | $ 0.09 | $ 0.30 | $ 0.27 |
Products | ||||
Revenues: | ||||
Total revenues | $ 138,216 | $ 113,005 | $ 419,023 | $ 276,048 |
Costs and operating expenses: | ||||
Costs and operating expenses | 123,348 | 101,044 | 376,781 | 273,081 |
Services | ||||
Revenues: | ||||
Total revenues | 104,271 | 87,577 | 296,416 | 264,627 |
Costs and operating expenses: | ||||
Costs and operating expenses | $ 96,653 | $ 79,916 | $ 279,163 | $ 241,104 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 9,419 | $ 9,021 | $ 23,211 | $ 1,766 |
Change in fair value of interest rate swap agreements, net of tax | 5,352 | 173 | 5,528 | 836 |
Other comprehensive income, net of tax | 5,352 | 173 | 5,528 | 836 |
Comprehensive income | $ 14,771 | $ 9,194 | $ 28,739 | $ 2,602 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Balance, beginning balance (in shares) at Dec. 31, 2020 | 11,055,000 | ||||
Balance, beginning balance at Dec. 31, 2020 | $ 356,317 | $ 553 | $ 31,870 | $ 325,097 | $ (1,203) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,766 | 1,766 | |||
Issuance of common stock (in shares) | 1,599,000 | ||||
Issuance of common stock | 52,017 | $ 80 | 51,937 | ||
Stock-based compensation (in shares) | 50,000 | ||||
Stock-based compensation | 3,517 | $ 2 | 3,515 | ||
Other comprehensive income, net of tax | 836 | 836 | |||
Dividends declared | (3,432) | (3,432) | |||
Balance, ending balance (in shares) at Sep. 30, 2021 | 12,704,000 | ||||
Balance, ending balance at Sep. 30, 2021 | 411,021 | $ 635 | 87,322 | 323,431 | (367) |
Balance, beginning balance (in shares) at Jun. 30, 2021 | 12,704,000 | ||||
Balance, beginning balance at Jun. 30, 2021 | 401,494 | $ 635 | 85,844 | 315,555 | (540) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 9,021 | 9,021 | |||
Stock-based compensation (in shares) | 0 | ||||
Stock-based compensation | 1,478 | $ 0 | 1,478 | ||
Other comprehensive income, net of tax | 173 | 173 | |||
Dividends declared | (1,145) | (1,145) | |||
Balance, ending balance (in shares) at Sep. 30, 2021 | 12,704,000 | ||||
Balance, ending balance at Sep. 30, 2021 | $ 411,021 | $ 635 | 87,322 | 323,431 | (367) |
Balance, beginning balance (in shares) at Dec. 31, 2021 | 12,726,659 | 12,727,000 | |||
Balance, beginning balance at Dec. 31, 2021 | $ 417,333 | $ 636 | 88,515 | 328,358 | (176) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 23,211 | 23,211 | |||
Stock-based compensation (in shares) | 73,000 | ||||
Stock-based compensation | 3,195 | $ 4 | 3,191 | ||
Other comprehensive income, net of tax | 5,528 | 5,528 | |||
Dividends declared | $ (3,839) | (3,839) | |||
Balance, ending balance (in shares) at Sep. 30, 2022 | 12,799,678 | 12,800,000 | |||
Balance, ending balance at Sep. 30, 2022 | $ 445,428 | $ 640 | 91,706 | 347,730 | 5,352 |
Balance, beginning balance (in shares) at Jun. 30, 2022 | 12,795,000 | ||||
Balance, beginning balance at Jun. 30, 2022 | 431,283 | $ 640 | 91,051 | 339,592 | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 9,419 | 9,419 | |||
Stock-based compensation (in shares) | 5,000 | ||||
Stock-based compensation | 655 | 655 | |||
Other comprehensive income, net of tax | 5,352 | 5,352 | |||
Dividends declared | $ (1,281) | (1,281) | |||
Balance, ending balance (in shares) at Sep. 30, 2022 | 12,799,678 | 12,800,000 | |||
Balance, ending balance at Sep. 30, 2022 | $ 445,428 | $ 640 | $ 91,706 | $ 347,730 | $ 5,352 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends declared per share (in dollars per share) | $ 0.10 | $ 0.09 | $ 0.30 | $ 0.27 |
Unaudited Consolidated Statem_5
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 23,211 | $ 1,766 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 19,277 | 18,996 |
Deferred taxes | (779) | (4,803) |
Stock-based compensation | 3,597 | 2,968 |
Inventory valuation adjustment | 1,094 | 24,420 |
Loss on sale of PPE | 0 | (48) |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||
Receivables | (14,506) | (9,321) |
Unbilled receivables | (12,202) | (4,484) |
Inventories | (28,309) | (66,518) |
Other current assets and noncurrent assets | 6,189 | (18,912) |
Accounts payable and deferred compensation | (171) | 17,955 |
Accrued expenses and other current and noncurrent liabilities | (1,607) | 7,458 |
Net cash used in operating activities | (4,206) | (30,523) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (7,416) | (7,606) |
Proceeds from the sale of property and equipment | 0 | 199 |
Proceeds from payments on notes receivable | 4,235 | 1,550 |
Earn-out obligation payments | 0 | (750) |
Cash paid for acquisitions, net of cash acquired | 0 | (53,232) |
Net cash used in investing activities | (3,181) | (59,839) |
Cash flows from financing activities: | ||
Borrowings on loan agreement | 358,051 | 394,079 |
Repayments on loan agreement | (345,554) | (350,956) |
Proceeds from issuance of common stock | 486 | 52,017 |
Earn-out obligation payments | (1,250) | (808) |
Payments of taxes for equity transactions | (942) | (681) |
Dividends paid | (3,832) | (3,284) |
Net cash provided by financing activities | 6,959 | 90,367 |
Net (decrease) increase in cash and cash equivalents | (428) | 5 |
Cash and cash equivalents at beginning of period | 518 | 378 |
Cash and cash equivalents at end of period | 90 | 383 |
Supplemental disclosure of noncash investing and financing activities: | ||
Earn-out obligation in connection with acquisitions | $ 0 | $ (1,250) |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Nature of Operations VSE Corporation (“VSE,” the “Company,” “we,” “us,” or “our”) is a diversified aftermarket products and services company providing repair services, parts distribution, logistics, supply chain management and consulting services for land, sea and air transportation assets to commercial and government markets. We conduct our operations under three segments: (1) Aviation; (2) Fleet; and (3) Federal and Defense. In February 2021, we completed the issuance and sale of 1,428,600 shares of the Company's common stock, in a public offering at a price of $35.00 per share. The underwriters exercised their option to purchase an additional 170,497 shares. The transaction closed on February 2, 2021. We received net proceeds of approximately $52 million after deducting underwriting discounts, commissions and offering related expenses, which were used for general corporate purposes, including financing strategic acquisitions and working capital requirements for new program launches. Basis of Presentation Our accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and in accordance with the instructions to SEC Form 10-Q and Article 10 of SEC Regulation S-X. Therefore, such financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("2021 Form 10-K"). In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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 fair value measurements, inventory provisions, collectability of receivables, estimated profitability of long-term contracts, valuation allowances on deferred tax assets, fair value of goodwill and other intangible assets and contingencies. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the acquirer had originated the contracts. The new standard is effective on a prospective basis for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2022, with early adoption permitted. We elected to early adopt this standard during the first quarter 2022 and will apply the guidance prospectively to business combinations entered into subsequent to adoption. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Global Parts Group, Inc. On July 26, 2021, we acquired Global Parts Group, Inc. ("Global Parts") for a purchase price of $40 million, net of cash acquired. The purchase price includes $2 million of contingent consideration, representing the fair value recognized for potential future earn-out payments. During the third quarter of fiscal 2022, we settled the final payment of the obligation. See Note (8) "Fair Value Measurements," for additional information regarding the earn-out obligation. Global Parts operating results are included in our Aviation segment. During the three and nine months ended September 30, 2021, we incurred $0.3 million and $0.5 million, respectively, of acquisition-related expenses, which are included in selling, general and administrative expenses. HAECO Special Services, LLC On March 1, 2021, we acquired HAECO Special Services, LLC ("HSS") from HAECO Airframe Services, LLC, a division of HAECO Americas ("HAECO") for the purchase price of $14.8 million. HSS operating results are included in our Federal and Defense segment. The acquisition was not material to our consolidated financial statements. During the nine months ended September 30, 2021, we incurred $0.3 million of acquisition-related expenses, which are included in selling, general and administrative expenses. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenues Our revenues are derived from the delivery of products to our customers and from services performed for commercial customers, various government agencies, the United States Department of Defense ("DoD") or federal civilian agencies. Revenues by customer for each of our operating segments for the three and nine months ended September 30, 2022 were as follows (in thousands): Three months ended September 30, 2022 Aviation Fleet Federal and Defense Total Commercial $ 101,735 $ 25,394 $ 129 $ 127,258 DoD — 183 60,550 60,733 Other government 890 39,177 14,429 54,496 Total $ 102,625 $ 64,754 $ 75,108 $ 242,487 Nine months ended September 30, 2022 Aviation Fleet Federal and Defense Total Commercial $ 296,996 $ 79,257 $ 387 $ 376,640 DoD — 3,176 170,205 173,381 Other government 3,938 114,093 47,387 165,418 Total $ 300,934 $ 196,526 $ 217,979 $ 715,439 Revenues by customer for each of our operating segments for the three and nine months ended September 30, 2021 were as follows (in thousands): Three months ended September 30, 2021 Aviation Fleet Federal and Defense Total Commercial $ 72,542 $ 20,690 $ 931 $ 94,163 DoD — 2,739 58,123 60,862 Other government 582 36,839 8,136 45,557 Total $ 73,124 $ 60,268 $ 67,190 $ 200,582 Nine months ended September 30, 2021 Aviation Fleet Federal and Defense Total Commercial $ 164,353 $ 52,757 $ 1,434 $ 218,544 DoD — 10,517 162,984 173,501 Other government 657 109,798 38,175 148,630 Total $ 165,010 $ 173,072 $ 202,593 $ 540,675 Revenues by type for each of our operating segments for the three and nine months ended September 30, 2022 were as follows (in thousands): Three months ended September 30, 2022 Aviation Fleet Federal and Defense Total Repair $ 28,979 $ — $ — $ 28,979 Distribution 73,646 64,754 — 138,400 Cost Plus Contract — — 40,158 40,158 Fixed Price Contract — — 18,430 18,430 T&M Contract — — 16,520 16,520 Total $ 102,625 $ 64,754 $ 75,108 $ 242,487 Nine months ended September 30, 2022 Aviation Fleet Federal and Defense Total Repair $ 77,308 $ — $ — $ 77,308 Distribution 223,626 196,526 — 420,152 Cost Plus Contract — — 105,290 105,290 Fixed Price Contract — — 59,069 59,069 T&M Contract — — 53,620 53,620 Total $ 300,934 $ 196,526 $ 217,979 $ 715,439 Revenues by type for each of our operating segments for the three and nine months ended September 30, 2021 were as follows (in thousands): Three months ended September 30, 2021 Aviation Fleet Federal and Defense Total Repair $ 18,714 $ — $ — $ 18,714 Distribution 54,410 60,268 — 114,678 Cost Plus Contract — — 26,775 26,775 Fixed Price Contract — — 25,729 25,729 T&M Contract — — 14,686 14,686 Total $ 73,124 $ 60,268 $ 67,190 $ 200,582 Nine months ended September 30, 2021 Aviation Fleet Federal and Defense Total Repair $ 56,051 $ — $ — $ 56,051 Distribution 108,959 173,072 — 282,031 Cost Plus Contract — — 65,139 65,139 Fixed Price Contract — — 82,090 82,090 T&M Contract — — 55,364 55,364 Total $ 165,010 $ 173,072 $ 202,593 $ 540,675 Contract Balances Unbilled receivables (contract assets) represent our right to consideration in exchange for goods or services that we have transferred to the customer prior to us having the right to payment for such goods or services. Contract liabilities are recorded when customers remit contractual cash payments in advance of us satisfying related performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. We present our unbilled receivables and contract liabilities on a contract-by-contract basis. If a contract liability exists, it is netted against the unbilled receivables balance for that contract. Unbilled receivables were $44.1 million as of September 30, 2022 and $31.9 million as of December 31, 2021. Contract liabilities, which are included in accrued expenses and other current liabilities in our consolidated balance sheets, were $7.7 million as of September 30, 2022 and $7.1 million as of December 31, 2021. For the nine months ended September 30, 2022 and 2021, we recognized revenue that was previously included in the beginning balance of contract liabilities of $2.7 million. Performance Obligations Our performance obligations are satisfied either at a point in time or over time as work progresses. Revenues from products and services transferred to customers at a point in time are primarily related to the sales of vehicle and aircraft parts in our Fleet and Aviation segments. Revenues from products and services transferred to customers at a point in time accounted for approximately 57% and 59% of our revenues for the three and nine months ended September 30, 2022, respectively, and approximately 57% and 52% for the three and nine months ended September 30, 2021, respectively. Revenues from products and services transferred to customers over time are primarily related to revenues in our Federal and Defense segment and MRO services in our Aviation segment. Revenues from products and services transferred to customers over time accounted for approximately 43% and 41% of our revenues for the three and nine months ended September 30, 2022, respectively, and 43% and 48% of our revenues for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022, the aggregate amount of transaction prices allocated to unsatisfied or partially unsatisfied performance obligations was $199 million. The performance obligations expected to be satisfied within one year and greater than one year are 96% and 4%, respectively. We have applied the practical expedient for certain parts sales and MRO services to exclude the amount of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which we recognize revenue in proportion to the amount we have the right to invoice for services performed. During the nine months ended September 30, 2022 and 2021, revenue recognized from performance obligations satisfied in prior periods was not material. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consisted of the following (in thousands): September 30, December 31, 2022 2021 Bank credit facility - term loan $ 48,925 $ 60,175 Bank credit facility - revolver loans 250,305 226,559 Principal amount of long-term debt 299,230 286,734 Less debt issuance costs (1,537) (2,165) Total long-term debt 297,693 284,569 Less current portion (9,162) (14,162) Long-term debt, less current portion $ 288,531 $ 270,407 We had letters of credit outstanding totaling $1.2 million and $1.0 million as of September 30, 2022 and December 31, 2021, respectively. We pay interest on the term 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 September 30, 2022, the LIBOR margin was 2.25% and the base margin was 6.25%. The margins increase or decrease in increments as our Total Funded Debt/EBITDA Ratio increases or decreases. As of September 30, 2022, interest rates on our outstanding debt ranged from 6.13% to 8.50%, and the effective interest rate on our aggregate outstanding debt was 6.42%. Interest expense incurred on bank loan borrowings, inclusive of the effect of interest rate hedges, was $4.6 million and $2.7 million for the three months ended September 30, 2022 and 2021, respectively, and $11.7 million and $7.9 million for the nine months ended September 30, 2022 and 2021, respectively. Our required term and revolver loan principal payments as of September 30, 2022 are as follows (in thousands): Year Ending Term Loan Revolver Loan Total Remainder of 2022 $ 3,750 $ — $ 3,750 2023 15,000 — 15,000 2024 30,175 250,305 280,480 Total $ 48,925 $ 250,305 $ 299,230 We were in compliance with required ratios and other terms and conditions under our loan agreement as of September 30, 2022. Subsequent Event On October 7, 2022, we entered into a fourth amendment to our loan agreement which, among other things, (i) extended the maturity date from July 23, 2024 to October 7, 2025; (ii) reset the aggregate principal amount of the term loan to $100.0 million, (iii) modified the quarterly amortization payments on the term loan from $3.75 million to $2.50 million, (iv) increased the maximum Total Funded Debt to EBITDA Ratio from 4.25x to 4.50x, with such ratios decreasing thereafter, (v) changed the benchmark rate from LIBOR to Secured Overnight Financing Rate (SOFR) with a SOFR floor of 0.00%; and (vi) modified pricing to account for the change from LIBOR to SOFR. After the amendment, our scheduled term loan payments are approximately $2.5 million for the remainder of 2022, $10.0 million in 2023, $10.0 million in 2024 and $77.5 million in 2025. We have classified the current portion of long-term debt in our consolidated balance sheets as of September 30, 2022 based on the amended amortization payment terms. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share ("EPS") is 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 outstanding stock-based awards. Antidilutive common stock equivalents excluded from the diluted earnings per share calculation for the three and nine month ended September 30, 2022 and 2021 were not material. The weighted-average number of shares outstanding used to compute basic and diluted EPS were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Basic weighted average common shares outstanding 12,797,727 12,704,165 12,772,731 12,496,646 Effect of dilutive shares 36,357 70,471 43,588 76,430 Diluted weighted average common shares outstanding 12,834,084 12,774,636 12,816,319 12,573,076 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contingencies We are involved in various claims and lawsuits arising in the normal conduct of its business, none of which we believe, based on current information, is expected to have a material adverse effect on our financial position, results of operations or cash flows. Further, from time-to-time, government agencies audit or investigate whether our operations are being conducted in accordance with applicable contractual and regulatory requirements. Government audits or investigations of us, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed upon us, or could lead to suspension or debarment from future government contracting. Government investigations often take years to complete and many result in no adverse action against us. We believe, based upon current information, that the outcome of any such government disputes, audits and investigations will not have a material adverse effect on our results of operations, financial condition or cash flows. |
Business Segments and Customer
Business Segments and Customer Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Business Segments and Customer Information | Business Segments and Customer Information Business Segments Management of our business operations is conducted under three reportable operating segments: Aviation Our Aviation segment provides aftermarket repair and distribution services to commercial, business and general aviation, cargo, military and defense, and rotorcraft customers globally. Core services include parts distribution, engine accessory maintenance, MRO services, rotable exchange and supply chain services. Fleet Our Fleet segment provides parts, inventory management, e-commerce fulfillment, logistics, supply chain support and other services to support the commercial aftermarket medium- and heavy-duty truck market, the United States Postal Service ("USPS"), and the DoD. Core services include vehicle parts distribution, sourcing, IT solutions, customized fleet logistics, warehousing, kitting, just-in-time supply chain management, alternative product sourcing, and engineering and technical support. Federal and Defense Our Federal and Defense segment provides aftermarket MRO and logistics services to improve operational readiness and extend the life cycle of military vehicles, ships and aircraft for the DoD, federal agencies and international defense customers. Core services include procurement; supply chain management; vehicle, maritime and aircraft sustainment services; base operations support; IT services and energy consulting. We evaluate segment performance based on consolidated revenues and operating income. Net sales of our business segments exclude inter-segment sales as these activities are eliminated in consolidation. Corporate expenses are primarily selling, general and administrative expenses not allocated to segments. Our segment information is as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenues: Aviation $ 102,625 $ 73,124 $ 300,934 $ 165,010 Fleet 64,754 60,268 196,526 173,072 Federal and Defense 75,108 67,190 217,979 202,593 Total revenues $ 242,487 $ 200,582 $ 715,439 $ 540,675 Operating income (loss): Aviation $ 10,017 $ 3,719 $ 24,089 $ (18,885) Fleet 6,539 5,387 18,286 15,128 Federal and Defense 1,939 5,386 3,803 17,410 Corporate/unallocated expenses (1,223) (600) (2,841) (2,872) Operating income $ 17,272 $ 13,892 $ 43,337 $ 10,781 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table summarizes the financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021 and the level they fall within the fair value hierarchy (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Fair Value September 30, 2022 Fair Value December 31, 2021 Non-COLI assets held in Deferred Supplemental Compensation Plan Other assets Level 1 $ 515 $ 598 Interest rate swaps Other assets Level 2 $ 7,131 $ — Interest rate swaps Accrued expenses and other current liabilities Level 2 $ — $ 234 Earn-out obligation - short-term Accrued expenses and other current liabilities Level 3 $ — $ 1,000 Earn-out obligation - long-term Other long-term liabilities Level 3 $ — $ 250 Non-Company Owned Life Insurance ("COLI") Non-COLI assets held in our deferred supplemental co mpensation plan consist of equity funds with fair value based on observable inputs such as quoted prices for identical assets in active markets and changes in fair value are recorded as selling, general and administrative expenses. Interest Rate Swap Derivatives On July 22, 2022, we executed two SOFR-based forward-starting fixed interest rate swaps with a fixed rate of 2.8% that hedge the variability in interest payments of $150 million of floating rate debt. The tenor of these five-year swaps will begin on October 31, 2022. We have designated, and will account for, these fixed interest rate swaps as cash flow hedges. As of September 30, 2022, we had $5.4 million. net of an income tax effect of $1.8 million, included in accumulated other comprehensive income in the accompanying balance sheets related to these cash flow hedges. We estimate that we will reclassify $2.0 million of unrealized gains from accumulated other comprehensive income into earnings in the twelve months following September 30, 2022. We were a party to two fixed interest rate swaps, entered into in fiscal 2011 and 2012, qualifying as cash flow hedges under which we hedged a portion of our variable-rate debt until the swaps expired in February and March 2022. As of December 31, 2021, the fair value of such swaps was $0.2 million, a liability recorded in accrued expenses and other current liabilities in our consolidated balance sheets. As of December 31, 2021, we had $0.2 million, net of an income tax effect of $58 thousand, included in accumulated other comprehensive income in the accompanying balance sheets related to the cash flow hedges. The amounts paid and received on the swaps are recorded in interest expense in the period during which the related floating-rate interest is incurred. Contingent Consideration In connection with the acquisition of Global Parts in July 2021, we were required to pay earn-out obligation payments of up to $2.0 million should Global Parts meet certain financial targets during the twelve months following the acquisition and meet a certain milestone event on or before March 2023. Final settlement of the obligation was made during the three months ended September 30, 2022. Changes in the earn-out obligation measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended September 30, 2022 are as follows (in thousands): Current portion Long-term portion Total Balance as of December 31, 2021 $ 1,000 $ 250 $ 1,250 Reclassification from long-term to current 250 (250) — Earn-out payments (1,250) — (1,250) Balance as of September 30, 2022 $ — $ — $ — Other Financial Instruments The carrying amounts of cash and cash equivalents, receivables, accounts payable and amounts included in other current assets and accrued expenses and other current liabilities that meet the definition of a financial instrument approximate fair value due to their relatively short maturity. The carrying value of our outstanding debt obligations approximates its fair value. The fair value of long-term debt is calculated using Level 2 inputs based on interest rates available for debt with terms and maturities similar to our existing debt arrangements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax expense during interim periods is based on our estimated annual effective income tax rate plus any discrete items that are recorded in the period in which they occur. Our tax rate is affected by discrete items that may occur in any given year but may not be consistent from year to year. Our effective tax rate was 24.4% and 25.2% for the three and nine months ended September 30, 2022, respectively, and 18.8% and 23.4% for the three and nine months ended September 30, 2021, respectively. The effective tax rate was higher for the three and nine months ended September 30, 2022 as compared to the same period in the prior year primarily due to book expense in connection with the decline in value of our COLI assets in the period ended September 30, 2022 that was reversed for tax purposes as opposed to book income in the same period in 2021 |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Our accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and in accordance with the instructions to SEC Form 10-Q and Article 10 of SEC Regulation S-X. Therefore, such financial statements do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ("2021 Form 10-K"). In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP 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 fair value measurements, inventory provisions, collectability of receivables, estimated profitability of long-term contracts, valuation allowances on deferred tax assets, fair value of goodwill and other intangible assets and contingencies. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, "Revenue from Contracts with Customers," as if the acquirer had originated the contracts. The new standard is effective on a prospective basis for fiscal years and interim reporting periods within those fiscal years beginning after December 15, 2022, with early adoption permitted. We elected to early adopt this standard during the first quarter 2022 and will apply the guidance prospectively to business combinations entered into subsequent to adoption. |
Earnings Per Share | Basic earnings per share ("EPS") is 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 outstanding stock-based awards. |
Revenue from Contract with Customer | Unbilled receivables (contract assets) represent our right to consideration in exchange for goods or services that we have transferred to the customer prior to us having the right to payment for such goods or services. Contract liabilities are recorded when customers remit contractual cash payments in advance of us satisfying related performance obligations under contractual arrangements, including those with performance obligations to be satisfied over a period of time. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenues by customer for each of our operating segments for the three and nine months ended September 30, 2022 were as follows (in thousands): Three months ended September 30, 2022 Aviation Fleet Federal and Defense Total Commercial $ 101,735 $ 25,394 $ 129 $ 127,258 DoD — 183 60,550 60,733 Other government 890 39,177 14,429 54,496 Total $ 102,625 $ 64,754 $ 75,108 $ 242,487 Nine months ended September 30, 2022 Aviation Fleet Federal and Defense Total Commercial $ 296,996 $ 79,257 $ 387 $ 376,640 DoD — 3,176 170,205 173,381 Other government 3,938 114,093 47,387 165,418 Total $ 300,934 $ 196,526 $ 217,979 $ 715,439 Revenues by customer for each of our operating segments for the three and nine months ended September 30, 2021 were as follows (in thousands): Three months ended September 30, 2021 Aviation Fleet Federal and Defense Total Commercial $ 72,542 $ 20,690 $ 931 $ 94,163 DoD — 2,739 58,123 60,862 Other government 582 36,839 8,136 45,557 Total $ 73,124 $ 60,268 $ 67,190 $ 200,582 Nine months ended September 30, 2021 Aviation Fleet Federal and Defense Total Commercial $ 164,353 $ 52,757 $ 1,434 $ 218,544 DoD — 10,517 162,984 173,501 Other government 657 109,798 38,175 148,630 Total $ 165,010 $ 173,072 $ 202,593 $ 540,675 Revenues by type for each of our operating segments for the three and nine months ended September 30, 2022 were as follows (in thousands): Three months ended September 30, 2022 Aviation Fleet Federal and Defense Total Repair $ 28,979 $ — $ — $ 28,979 Distribution 73,646 64,754 — 138,400 Cost Plus Contract — — 40,158 40,158 Fixed Price Contract — — 18,430 18,430 T&M Contract — — 16,520 16,520 Total $ 102,625 $ 64,754 $ 75,108 $ 242,487 Nine months ended September 30, 2022 Aviation Fleet Federal and Defense Total Repair $ 77,308 $ — $ — $ 77,308 Distribution 223,626 196,526 — 420,152 Cost Plus Contract — — 105,290 105,290 Fixed Price Contract — — 59,069 59,069 T&M Contract — — 53,620 53,620 Total $ 300,934 $ 196,526 $ 217,979 $ 715,439 Revenues by type for each of our operating segments for the three and nine months ended September 30, 2021 were as follows (in thousands): Three months ended September 30, 2021 Aviation Fleet Federal and Defense Total Repair $ 18,714 $ — $ — $ 18,714 Distribution 54,410 60,268 — 114,678 Cost Plus Contract — — 26,775 26,775 Fixed Price Contract — — 25,729 25,729 T&M Contract — — 14,686 14,686 Total $ 73,124 $ 60,268 $ 67,190 $ 200,582 Nine months ended September 30, 2021 Aviation Fleet Federal and Defense Total Repair $ 56,051 $ — $ — $ 56,051 Distribution 108,959 173,072 — 282,031 Cost Plus Contract — — 65,139 65,139 Fixed Price Contract — — 82,090 82,090 T&M Contract — — 55,364 55,364 Total $ 165,010 $ 173,072 $ 202,593 $ 540,675 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following (in thousands): September 30, December 31, 2022 2021 Bank credit facility - term loan $ 48,925 $ 60,175 Bank credit facility - revolver loans 250,305 226,559 Principal amount of long-term debt 299,230 286,734 Less debt issuance costs (1,537) (2,165) Total long-term debt 297,693 284,569 Less current portion (9,162) (14,162) Long-term debt, less current portion $ 288,531 $ 270,407 |
Schedule of Term Loan Payments | Our required term and revolver loan principal payments as of September 30, 2022 are as follows (in thousands): Year Ending Term Loan Revolver Loan Total Remainder of 2022 $ 3,750 $ — $ 3,750 2023 15,000 — 15,000 2024 30,175 250,305 280,480 Total $ 48,925 $ 250,305 $ 299,230 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The weighted-average number of shares outstanding used to compute basic and diluted EPS were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Basic weighted average common shares outstanding 12,797,727 12,704,165 12,772,731 12,496,646 Effect of dilutive shares 36,357 70,471 43,588 76,430 Diluted weighted average common shares outstanding 12,834,084 12,774,636 12,816,319 12,573,076 |
Business Segments and Custome_2
Business Segments and Customer Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Corporate expenses are primarily selling, general and administrative expenses not allocated to segments. Our segment information is as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenues: Aviation $ 102,625 $ 73,124 $ 300,934 $ 165,010 Fleet 64,754 60,268 196,526 173,072 Federal and Defense 75,108 67,190 217,979 202,593 Total revenues $ 242,487 $ 200,582 $ 715,439 $ 540,675 Operating income (loss): Aviation $ 10,017 $ 3,719 $ 24,089 $ (18,885) Fleet 6,539 5,387 18,286 15,128 Federal and Defense 1,939 5,386 3,803 17,410 Corporate/unallocated expenses (1,223) (600) (2,841) (2,872) Operating income $ 17,272 $ 13,892 $ 43,337 $ 10,781 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [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 September 30, 2022 and December 31, 2021 and the level they fall within the fair value hierarchy (in thousands): Amounts Recorded at Fair Value Financial Statement Classification Fair Value Hierarchy Fair Value September 30, 2022 Fair Value December 31, 2021 Non-COLI assets held in Deferred Supplemental Compensation Plan Other assets Level 1 $ 515 $ 598 Interest rate swaps Other assets Level 2 $ 7,131 $ — Interest rate swaps Accrued expenses and other current liabilities Level 2 $ — $ 234 Earn-out obligation - short-term Accrued expenses and other current liabilities Level 3 $ — $ 1,000 Earn-out obligation - long-term Other long-term liabilities Level 3 $ — $ 250 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the earn-out obligation measured at fair value on a recurring basis using unobservable inputs (Level 3) for the nine months ended September 30, 2022 are as follows (in thousands): Current portion Long-term portion Total Balance as of December 31, 2021 $ 1,000 $ 250 $ 1,250 Reclassification from long-term to current 250 (250) — Earn-out payments (1,250) — (1,250) Balance as of September 30, 2022 $ — $ — $ — Other Financial Instruments |
Nature of Operations and Basi_3
Nature of Operations and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | |
Feb. 02, 2021 | Feb. 28, 2021 | |
Accounting Policies [Abstract] | ||
Public offering, issued (in shares) | 170,497 | 1,428,600 |
Public offering, price (in dollars per share) | $ 35 | |
Public offering proceeds | $ 52 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jul. 26, 2021 | Mar. 01, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | |||||
Cash paid for acquisitions, net of cash acquired | $ 0 | $ 53,232 | |||
Global Parts | |||||
Business Acquisition [Line Items] | |||||
Cash paid for acquisitions, net of cash acquired | $ 40,000 | ||||
Earn-out payments | $ 2,000 | ||||
Acquisition related expenses | $ 300 | 500 | |||
HAECO Special Services, LLC | |||||
Business Acquisition [Line Items] | |||||
Acquisition related expenses | $ 300 | ||||
Purchase price | $ 14,800 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 242,487 | $ 200,582 | $ 715,439 | $ 540,675 |
Repair | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 28,979 | 18,714 | 77,308 | 56,051 |
Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 138,400 | 114,678 | 420,152 | 282,031 |
Cost Plus Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,158 | 26,775 | 105,290 | 65,139 |
Fixed Price Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,430 | 25,729 | 59,069 | 82,090 |
T&M Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16,520 | 14,686 | 53,620 | 55,364 |
Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 127,258 | 94,163 | 376,640 | 218,544 |
DoD | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 60,733 | 60,862 | 173,381 | 173,501 |
Other government | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 54,496 | 45,557 | 165,418 | 148,630 |
Aviation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 102,625 | 73,124 | 300,934 | 165,010 |
Aviation | Repair | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 28,979 | 18,714 | 77,308 | 56,051 |
Aviation | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 73,646 | 54,410 | 223,626 | 108,959 |
Aviation | Cost Plus Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Aviation | Fixed Price Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Aviation | T&M Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Aviation | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 101,735 | 72,542 | 296,996 | 164,353 |
Aviation | DoD | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Aviation | Other government | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 890 | 582 | 3,938 | 657 |
Fleet | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64,754 | 60,268 | 196,526 | 173,072 |
Fleet | Repair | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Fleet | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64,754 | 60,268 | 196,526 | 173,072 |
Fleet | Cost Plus Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Fleet | Fixed Price Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Fleet | T&M Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Fleet | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 25,394 | 20,690 | 79,257 | 52,757 |
Fleet | DoD | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 183 | 2,739 | 3,176 | 10,517 |
Fleet | Other government | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39,177 | 36,839 | 114,093 | 109,798 |
Federal and Defense | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 75,108 | 67,190 | 217,979 | 202,593 |
Federal and Defense | Repair | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Federal and Defense | Distribution | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Federal and Defense | Cost Plus Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 40,158 | 26,775 | 105,290 | 65,139 |
Federal and Defense | Fixed Price Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 18,430 | 25,729 | 59,069 | 82,090 |
Federal and Defense | T&M Contract | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 16,520 | 14,686 | 53,620 | 55,364 |
Federal and Defense | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 129 | 931 | 387 | 1,434 |
Federal and Defense | DoD | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 60,550 | 58,123 | 170,205 | 162,984 |
Federal and Defense | Other government | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 14,429 | $ 8,136 | $ 47,387 | $ 38,175 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Unbilled receivables | $ 44,084 | $ 44,084 | $ 31,882 | ||
Contract with customer, liability | 7,700 | 7,700 | $ 7,100 | ||
Contract with customer, liability, revenue recognized | 2,700 | ||||
Revenue, remaining performance obligation | $ 199,000 | $ 199,000 | |||
Revenue from Contract with Customer Benchmark | Product Concentration Risk | Transferred at Point in Time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk, percentage | 57% | 57% | 59% | 52% | |
Revenue from Contract with Customer Benchmark | Product Concentration Risk | Transferred over Time | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Concentration risk, percentage | 43% | 43% | 41% | 48% |
Revenue - Performance Obligatio
Revenue - Performance Obligations (Details) | Sep. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, remaining performance obligation, percentage | 96% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | |
Revenue, remaining performance obligation, percentage | 4% |
Debt - Long-term debt (Details)
Debt - Long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 299,230 | $ 286,734 |
Less debt issuance costs | (1,537) | (2,165) |
Total long-term debt | 297,693 | 284,569 |
Less current portion | (9,162) | (14,162) |
Long-term debt, less current portion | 288,531 | 270,407 |
Line of Credit | Secured Debt | Bank Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 48,925 | 60,175 |
Line of Credit | Revolver Loan | Bank Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 250,305 | $ 226,559 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||
Oct. 07, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||
Interest expense | $ 4,600,000 | $ 2,700,000 | $ 11,700,000 | $ 7,900,000 | |||
2022 | $ 3,750,000 | 3,750,000 | 3,750,000 | ||||
2023 | 15,000,000 | 15,000,000 | 15,000,000 | ||||
2024 | 280,480,000 | 280,480,000 | 280,480,000 | ||||
Revolver Loan | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit outstanding | 1,200,000 | 1,200,000 | 1,200,000 | $ 1,000,000 | |||
2022 | 0 | 0 | 0 | ||||
2023 | 0 | 0 | 0 | ||||
2024 | $ 250,305,000 | $ 250,305,000 | $ 250,305,000 | ||||
Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate | 6.42% | 6.42% | 6.42% | ||||
Line of Credit | Secured Debt | Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Quarterly amortization payments | $ 3,750,000 | ||||||
Debt to EBITDA ratio | 4.25 | 4.25 | 4.25 | ||||
Line of Credit | Subsequent Event | Secured Debt | Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 100,000,000 | ||||||
Quarterly amortization payments | $ 2,500,000 | ||||||
Debt to EBITDA ratio | 4.50 | ||||||
2022 | $ 2,500,000 | ||||||
2023 | 10,000,000 | ||||||
2024 | 10,000,000 | ||||||
2025 | $ 77,500,000 | ||||||
Line of Credit | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate range | 6.13% | 6.13% | 6.13% | ||||
Line of Credit | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate range | 8.50% | 8.50% | 8.50% | ||||
Line of Credit | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Base margin | 2.25% | ||||||
Line of Credit | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Base margin | 6.25% | ||||||
Line of Credit | Secured Overnight Financing Rate (SOFR) | Subsequent Event | Secured Debt | Bank Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Base margin | 0% | ||||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
2022 | $ 3,750,000 | $ 3,750,000 | $ 3,750,000 | ||||
2023 | 15,000,000 | 15,000,000 | 15,000,000 | ||||
2024 | $ 30,175,000 | $ 30,175,000 | $ 30,175,000 |
Debt - Loan Payments (Details)
Debt - Loan Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | $ 3,750 | |
2023 | 15,000 | |
2024 | 280,480 | |
Long-term debt | 299,230 | $ 286,734 |
Term Loan | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | 3,750 | |
2023 | 15,000 | |
2024 | 30,175 | |
Long-term debt | 48,925 | |
Revolver Loan | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 250,305 | |
Long-term debt | $ 250,305 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average common shares outstanding (in shares) | 12,797,727 | 12,704,165 | 12,772,731 | 12,496,646 |
Effect of dilutive shares (in shares) | 36,357 | 70,471 | 43,588 | 76,430 |
Diluted weighted average common shares outstanding (in shares) | 12,834,084 | 12,774,636 | 12,816,319 | 12,573,076 |
Business Segments and Custome_3
Business Segments and Customer Information - Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting [Abstract] | ||||
Number of operating segments | segment | 3 | |||
Number of reportable segments | segment | 3 | |||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 242,487 | $ 200,582 | $ 715,439 | $ 540,675 |
Operating income (loss) | 17,272 | 13,892 | 43,337 | 10,781 |
Corporate/unallocated expenses | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | (1,223) | (600) | (2,841) | (2,872) |
Aviation | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 102,625 | 73,124 | 300,934 | 165,010 |
Aviation | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 10,017 | 3,719 | 24,089 | (18,885) |
Fleet | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 64,754 | 60,268 | 196,526 | 173,072 |
Fleet | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | 6,539 | 5,387 | 18,286 | 15,128 |
Federal and Defense | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 75,108 | 67,190 | 217,979 | 202,593 |
Federal and Defense | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Operating income (loss) | $ 1,939 | $ 5,386 | $ 3,803 | $ 17,410 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Level 1 | Other assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-COLI assets held in Deferred Supplemental Compensation Plan | $ 515 | $ 598 |
Level 2 | Other assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Non-COLI assets held in Deferred Supplemental Compensation Plan | 7,131 | 0 |
Level 2 | Accrued expenses and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swaps | 0 | 234 |
Level 3 | Accrued expenses and other current liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current portion of earn-out obligation | 0 | 1,000 |
Level 3 | Long-term portion | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Earn-out obligation, less current portion | $ 0 | $ 250 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | 9 Months Ended | 12 Months Ended | |||
Jul. 22, 2022 USD ($) derivativeInstrument | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jul. 26, 2021 USD ($) | Dec. 31, 2012 derivativeInstrument | |
Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Number of derivative instruments | derivativeInstrument | 2 | 2 | |||
Fixed interest rate (as a percent) | 2.80% | ||||
Floating rate debt | $ 150,000,000 | ||||
Tenor of contracts (in years) | 5 years | ||||
Cumulative gain | $ 5,400,000 | $ (200,000) | |||
Tax on cumulative gain | 1,800,000 | $ 58,000 | |||
Reclassified unrealized gains from AOCI into earnings | $ 2,000,000 | ||||
Global Parts | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Earn-out payments | $ 2,000,000 |
Fair Value Measurements - Earn-
Fair Value Measurements - Earn-out Obligations (Details) - Level 3 - Fair Value, Measurements, Recurring $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 1,250,000 |
Reclassification from long-term to current | 0 |
Earn-out payments | (1,250,000) |
Ending balance | 0 |
Current portion | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 1,000,000 |
Reclassification from long-term to current | 250,000 |
Earn-out payments | (1,250,000) |
Ending balance | 0 |
Long-term portion | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | 250,000 |
Reclassification from long-term to current | (250,000) |
Earn-out payments | 0 |
Ending balance | $ 0 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 24.40% | 18.80% | 25.20% | 23.40% |