Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 11, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'LMI AEROSPACE INC | ' | ' |
Entity Central Index Key | '0001059562 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $194,485,960 |
Entity Common Stock, Shares Outstanding | ' | 12,838,586 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,572 | $4,347 |
Trade accounts receivable, net | 72,853 | 69,159 |
Inventories | 113,178 | 90,039 |
Prepaid expenses and other current assets | 4,411 | 5,655 |
Deferred income taxes | 2,693 | 3,839 |
Total current assets | 194,707 | 173,039 |
Property, plant and equipment, net | 103,375 | 96,218 |
Goodwill | 113,223 | 179,314 |
Intangible assets, net | 55,465 | 64,334 |
Other assets | 13,281 | 15,059 |
Total assets | 480,051 | 527,964 |
Current liabilities: | ' | ' |
Accounts payable | 19,388 | 30,471 |
Accrued expenses | 19,082 | 23,703 |
Current installments of long-term debt and capital lease obligations | 5,242 | 5,632 |
Total current liabilities | 43,712 | 59,806 |
Long-term debt and capital lease obligations, less current installments | 285,369 | 255,067 |
Other long-term liabilities | 3,915 | 3,405 |
Deferred income taxes | 2,911 | 8,732 |
Total long-term liabilities | 292,195 | 267,204 |
Shareholders’ equity: | ' | ' |
Common stock, $0.02 par value per share; authorized 28,000,000 shares; issued 12,873,208 and 12,860,023 shares at December 31, 2013 and December 31, 2012, respectively | 257 | 257 |
Preferred stock, $0.02 par value per share; authorized 2,000,000 shares; none issued at either date | 0 | 0 |
Additional paid-in capital | 92,692 | 90,839 |
Accumulated other comprehensive loss | -507 | -49 |
Treasury stock, at cost, 22,321 shares at December 31, 2013 and 101,622 shares at December 31, 2012 | -202 | -482 |
Retained earnings | 51,904 | 110,389 |
Total shareholders’ equity | 144,144 | 200,954 |
Total liabilities and shareholders’ equity | $480,051 | $527,964 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Shareholders’ equity: | ' | ' |
Common stock, par value (in dollars per share) | $0.02 | $0.02 |
Common stock, authorized shares (in shares) | 28,000,000 | 28,000,000 |
Common stock, shares issued (in shares) | 12,873,208 | 12,860,023 |
Preferred stock, par value (in dollars per share) | $0.02 | $0.02 |
Preferred stock, authorized shares (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Treasury stock, at cost (in shares) | 22,321 | 101,622 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Sales and service revenue | ' | ' | ' |
Product sales | $324,133 | $168,943 | $161,435 |
Service revenues | 88,424 | 109,686 | 92,605 |
Net sales | 412,557 | 278,629 | 254,040 |
Cost of sales and service revenue | ' | ' | ' |
Cost of product sales | 255,261 | 121,247 | 117,368 |
Cost of service revenues | 77,434 | 89,074 | 77,022 |
Cost of sales | 332,695 | 210,321 | 194,390 |
Gross profit | 79,862 | 68,308 | 59,650 |
Selling, general and administrative expenses | 55,862 | 36,891 | 33,563 |
Goodwill and intangible asset impairment | 77,750 | 0 | 1,163 |
Contingent consideration write-off | -7,950 | 0 | 0 |
Restructuring expense | 3,073 | 0 | 0 |
Acquisitions expense | 247 | 5,362 | 0 |
(Loss) income from operations | -49,120 | 26,055 | 24,924 |
Other income (expense): | ' | ' | ' |
Interest expense | -16,962 | -1,771 | -669 |
Other, net | 618 | 356 | -730 |
Total other expense | -16,344 | -1,415 | -1,399 |
(Loss) income before income taxes | -65,464 | 24,640 | 23,525 |
(Benefit) provision for income taxes | -6,979 | 8,153 | 7,136 |
Net (loss) income | -58,485 | 16,487 | 16,389 |
Other comprehensive income (loss): | ' | ' | ' |
Change in foreign currency translation adjustment | -23 | -49 | 0 |
Unrealized loss on interest rate hedges | -435 | 0 | 0 |
Total comprehensive (loss) income | ($58,943) | $16,438 | $16,389 |
Amounts per common share: | ' | ' | ' |
Net (loss) income per common share (in dollars per share) | ($4.64) | $1.41 | $1.42 |
Net (loss) income per common share assuming dilution (in dollars per share) | ($4.64) | $1.39 | $1.40 |
Weighted average common shares outstanding (in shares) | 12,607,833 | 11,701,607 | 11,559,895 |
Weighted average dilutive common shares outstanding (in shares) | 12,607,833 | 11,839,182 | 11,741,513 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2010 | $149,763 | $242 | $73,440 | ($1,432) | $77,513 | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income (loss) | 16,389 | ' | ' | ' | 16,389 | ' |
Other comprehensive income (loss) | 0 | ' | ' | ' | ' | 0 |
Issuance of stock | ' | ' | ' | ' | ' | ' |
7,850 shares in connection with exercise of options | 61 | ' | 57 | 4 | ' | ' |
Shares of restricted stock | -1 | ' | -25 | 24 | ' | ' |
401k plan contribution | 811 | ' | 589 | 222 | ' | ' |
Restricted stock compensation | 1,254 | ' | 1,254 | ' | ' | ' |
Other | -492 | ' | -492 | ' | ' | ' |
Balance at Dec. 31, 2011 | 167,785 | 242 | 74,823 | -1,182 | 93,902 | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income (loss) | 16,487 | ' | ' | ' | 16,487 | ' |
Other comprehensive income (loss) | -49 | ' | ' | ' | ' | -49 |
Issuance of stock | ' | ' | ' | ' | ' | ' |
Shares of restricted stock | 0 | ' | -515 | 515 | ' | ' |
401k plan contribution | 793 | ' | 582 | 211 | ' | ' |
783,798 shares for Valent acquisition | 15,000 | 16 | 14,984 | ' | ' | ' |
Restricted stock compensation | 1,494 | ' | 1,494 | ' | ' | ' |
Other | -556 | -1 | -529 | -26 | ' | ' |
Balance at Dec. 31, 2012 | 200,954 | 257 | 90,839 | -482 | 110,389 | -49 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income (loss) | -58,485 | ' | ' | ' | -58,485 | ' |
Other comprehensive income (loss) | -458 | ' | ' | ' | ' | -458 |
Issuance of stock | ' | ' | ' | ' | ' | ' |
Shares of restricted stock | 0 | ' | -237 | 237 | ' | ' |
401k plan contribution | 901 | ' | 707 | 194 | ' | ' |
Restricted stock compensation | 1,615 | ' | 1,615 | 0 | ' | ' |
Other | -383 | ' | -232 | -151 | ' | ' |
Balance at Dec. 31, 2013 | $144,144 | $257 | $92,692 | ($202) | $51,904 | ($507) |
CONSOLIDATED_STATEMENTS_OF_SHA1
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Issuance of stock | ' | ' | ' |
Shares in connection with exercise of options (in shares) | ' | ' | 7,850 |
Shares of restricted stock (in shares) | 67,996 | 108,646 | 76,548 |
Shares in connection with Valent acquisition (in shares) | ' | 783,798 | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities: | ' | ' | ' |
Net (loss)/income | ($58,485) | $16,487 | $16,389 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 20,560 | 7,994 | 7,241 |
Goodwill and intangible asset impairment | 77,750 | 0 | 1,163 |
Contingent consideration write-off | -7,950 | 0 | -1,235 |
Restricted stock compensation | 1,615 | 1,494 | 1,254 |
Deferred taxes | -6,060 | -1,062 | 341 |
Other non-cash items | -420 | -317 | -227 |
Changes in operating assets and liabilities, net of acquired businesses: | ' | ' | ' |
Trade accounts receivable | -4,678 | -8,093 | -8,871 |
Inventories | -23,063 | -10,980 | -5,933 |
Prepaid expenses and other assets | 2,828 | 1,186 | -1,080 |
Current income taxes | 1,939 | -1,168 | 1,731 |
Accounts payable | -11,276 | 3,062 | 4,354 |
Accrued expenses | -1,109 | 196 | 1,048 |
Net cash (used)/provided by operating activities | -8,349 | 8,799 | 16,175 |
Investing activities: | ' | ' | ' |
Additions to property, plant and equipment | -23,738 | -18,783 | -10,267 |
Acquisitions, net of cash acquired | -504 | -216,398 | 0 |
Proceeds from sale of equipment | 1,989 | 181 | 270 |
Net cash used by investing activities | -22,253 | -235,000 | -9,997 |
Financing activities: | ' | ' | ' |
Proceeds from issuance of debt | 5,751 | 229,124 | 0 |
Principal payments on long-term debt and notes payable | -5,863 | -118 | -180 |
Advances on revolving line of credit | 107,000 | 40,278 | 0 |
Payments on revolving line of credit | -77,236 | -34,042 | 0 |
Prepaid financing costs | -1,817 | -12,736 | 0 |
Other, net | -8 | 174 | -77 |
Net cash provided (used) by financing activities | 27,827 | 222,680 | -257 |
Net (decrease) increase in cash and cash equivalents | -2,775 | -3,521 | 5,921 |
Cash and cash equivalents, beginning of year | 4,347 | 7,868 | 1,947 |
Cash and cash equivalents, end of year | 1,572 | 4,347 | 7,868 |
Cash payments for: | ' | ' | ' |
Interest paid | 13,161 | 585 | 490 |
Income taxes paid, net of refunds received | -2,683 | 10,261 | 5,032 |
Supplemental disclosure of non-cash transactions: | ' | ' | ' |
Fair value of common stock issued to acquire Valent | 0 | 15,000 | 0 |
Contingent consideration | -7,950 | 7,950 | 0 |
Equipment acquired under capital lease | $411 | $746 | $0 |
ACCOUNTING_POLICIES
ACCOUNTING POLICIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
ACCOUNTING POLICIES | ' | ||||||||
ACCOUNTING POLICIES | |||||||||
Principles of Consolidation | |||||||||
The Consolidated Financial Statements included in this report have been prepared by management of LMI Aerospace, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates. | |||||||||
Revenue and Profit Recognition | |||||||||
Except as described below, the Company recognizes revenue for sales of products and related services in accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification (“ASC”) Topic 605-15 Products and Topic 605-20 Services. The Company sells products under long term supply contracts and purchase orders where the product is built to the customer specifications based on firm purchase orders from the customer. The purchase orders tend to be of a relatively short duration and customers place orders on a periodic basis. The pricing is generally fixed for some length of time and the quantities are based on individual purchase orders. Revenue is recognized when title passes and services are rendered, the price is fixed or determinable, and collection is reasonably assured. Approximately 80.0% to 90.0% of the total revenue the Company recognized in any given quarter is accounted for in accordance with Topics 15 and 20. The remainder of the revenue is accounted for using methods consistent with ASC Topic 605-35 Construction-Type and Production-Type Contracts. | |||||||||
The percentage of completion method used to account for contracts depends on the nature of the products provided under the contract. For example, for contracts that require us to perform a significant level of development effort, in comparison to the total value of the contract, sales are recorded using the cost to cost method to measure progress toward completion. Under the cost to cost method of accounting, we recognize sales and estimated profit as costs are incurred based on the proportion that the incurred costs bare compared to total estimated costs. For contracts that require us to provide a substantial number of similar items without a significant level of development, we record sales and estimated profit on a percentage of completion basis using units of delivery as the basis to measure progress toward completing the contract. Under both methods, profit recognized is based on the total expected profit margin percentage multiplied by revenue recognized to date. | |||||||||
The Company periodically reviews all estimates to complete as required by the authoritative guidance and the estimated total cost and expected gross profit are revised as required over the life of the contract. Any revisions to the estimated total cost are accounted for as a change of an estimate. A cumulative catch-up adjustment is recorded in the period of the change of the estimated costs to complete the contract. | |||||||||
In addition, should total estimated costs at completion exceed the estimated total revenue, the anticipated full loss is recognized in the period in which the anticipated loss is determined. The loss is reported as a component of cost of sales. The Company does not have any cost to cost contracts with an anticipated loss. The Company does have a contract being accounted for using the units of delivery method which was acquired during the Valent acquisition and where estimated costs exceed the total contract revenue. The provision for anticipated loss was established in 2013 for $5,267 and was treated as a measurement period change and as such increased the goodwill related to the Valent acquisition. | |||||||||
Cumulative catch-up adjustments had the following impact to operating income in the years presented: | |||||||||
2013 | 2012 | 2011 | |||||||
Favorable adjustments | 106 | 587 | 492 | ||||||
Unfavorable adjustments | (1,609 | ) | (519 | ) | (779 | ) | |||
Net operating income adjustments | (1,503 | ) | 68 | (287 | ) | ||||
The negative cumulative catch-up adjustments in 2013 relate primarily to two contracts. The first contract relates to a design program on the 787 platform on which the Company was unable to pass through as much of the engineering changes incurred to the customer as originally estimated. The Company recorded a reduction of contact revenue of $811 for this program in 2013. The Company continues to pursue claims related to this contract but has not estimated a recovery in the estimate at completion. The total revenue recognized on this program at December 31, 2013 was $13,397. The second contract relates to part production for the Embraer KC-390 program. In 2013, an adjustment of $706 was recorded to reflect a revision in the expected labor hours necessary to complete the program. Total revenue recognized on the program at December 31, 2013 was $17,131. | |||||||||
For contracts accounted for using the percentage of completion method, management’s estimates of total units to be produced, and material, labor and overhead costs on long-term contracts are critical to the Company. Due to the size, length of time and nature of many of our contracts, the estimation of revenue and costs through completion is complicated and subject to many variables. Claims and unpriced change orders will impact the estimate of total revenues and profits. In the ordinary course of business, the Company may receive requests from its customers to perform tasks not specified in its contracts. When this occurs on a long-term contract using the cost-to-cost method of percentage of completion accounting, the Company may record revenue for claims or unpriced change orders to be negotiated with customers. Approximately 0.5% of the Company's revenue recognized in 2013 represented amounts associated with claims and unpriced change orders. Total contract cost estimates are largely based our current cost of production, purchase order terms negotiated or estimated by our supply chain. | |||||||||
The development of a contract revenue and gross margin percentage involves utilization of detailed procedures by a team of operational and financial personnel that provides information on the status of the contracts. Estimates of revenue and costs associated with each significant contract are reviewed and approved by the team on a quarterly basis. | |||||||||
Due to the significance of the judgment in the estimation process described above, it is possible that materially different margins could be recorded if we used different assumptions or if the underlying circumstances were to change. | |||||||||
Pre-Contract and Pre-Production Costs under Long-Term Supply Contracts | |||||||||
In certain circumstances, the Company capitalizes costs incurred prior to the execution of a contract with the customer. These circumstances are limited to instances in which the Company has substantially negotiated the terms and conditions of the anticipated contract with its customers and concluded that their recoverability from the anticipated contract is probable. As these costs are directly associated with a specific anticipated contract and they are concluded to be recoverable under that anticipated contract, the Company has capitalized these amounts. | |||||||||
The Company may incur design and development costs prior to the production phase of contracts that are outside the scope of the contract accounting method. These pre-production costs are generally related to costs the Company incurs to design and build tooling that is owned by the customer and design and engineering services. The Company receives the non-cancellable right to use these tools to build the parts as specified in a contractual agreement and therefore has capitalized these costs. In certain instances, the Company enters into agreements with its customers that provide it a contractual guarantee for reimbursement of design and engineering services incurred prior to the production phase of a contract. Due to the contractual guarantee, the Company capitalizes the costs of these services. The pre-production costs are amortized to cost of sales over the shorter of the life of the contractual agreement or the related tooling. | |||||||||
Cash and Cash Equivalents | |||||||||
Cash and cash equivalents include cash on hand, deposits in transit and all highly liquid investment instruments with an initial maturity of three months or less. | |||||||||
Inventories | |||||||||
The Company’s inventories are stated at the lower of cost or market and utilize actual costs for raw materials and an average cost for work in process, manufactured and purchased components and finished goods. The Company evaluates the inventory carrying value and reduces the carrying costs based on customer activity, estimated future demand, price deterioration, and other relevant information. The Company’s customer demand is unpredictable and may fluctuate due to factors beyond the Company’s control. In addition, inventoried costs include capitalized contract costs relating to programs and contracts with long-term production cycles, a portion of which is not expected to be realized within one year. See further discussion regarding deferred long-term contract costs under “Revenue and Profit Recognition” and “Pre-Contract and Pre-Production Costs under Long-Term Supply Contracts.” | |||||||||
Allowance for Doubtful Accounts | |||||||||
The allowance for doubtful accounts receivable reflects the Company’s best estimate of probable losses inherent in its accounts receivable. The basis used to determine this value is derived from historical experience, specific allowances for known troubled customers and other known information. | |||||||||
Property, Plant and Equipment | |||||||||
Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Estimated useful lives for buildings, machinery and equipment, and purchased software are 20 to 35 years, 4 to 10 years and 3 to 4 years, respectively. Amortization incurred under capital leases is reported with depreciation expense. | |||||||||
Long Lived Assets | |||||||||
Long lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. | |||||||||
Goodwill and Intangible Assets | |||||||||
The Company’s acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities. As part of the purchase price allocation, the Company allocates the purchase price to the tangible assets acquired and liabilities assumed based on estimated fair market values, and the remainder of the purchase price is allocated to intangibles and goodwill. Goodwill and intangible assets with indefinite lives are not amortized but are subject to an impairment assessment at least annually in relation to their fair value. Under guidelines established by FASB ASC Topic 280, the Company operates in two operating segments. However, the Company has recorded its goodwill and conducts testing for potential goodwill impairment at a reporting unit level. The reporting units represent a business for which discrete financial information is available, and segment management regularly reviews the operating results. As part of this process, the Company first assesses qualitatively whether it is necessary to perform the quantitative test. The qualitative assessment involves evaluating relevant events or circumstances to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If it is, the Company can bypass the quantitative assessment of goodwill. If it is not, or if the Company has elected to bypass the qualitative assessment process, the quantitative assessment of goodwill utilizes a two-step process, where the carrying value of the reporting unit is compared to its fair value. If the carrying value is less than the fair value, no impairment exists, and the second step is not performed. However, if the carrying value is greater than the fair value, the second step is performed. An impairment charge would be recognized for the amount that the carrying value of the goodwill exceeds its fair value. The fair values for goodwill testing are estimated using a combination of the income and market approach unless circumstances indicate that a better estimate of fair value is available. The income approach utilizes the discounted cash flow model (“DCF model”) and the market approach is based on the market data for a group of guideline companies. | |||||||||
Deferred Gain on Sale of Real Estate | |||||||||
On December 28, 2006, the Company entered into an agreement with a third party to sell and lease back certain of its real estate properties for $10,250. The amount of the sale price in excess of book value for these properties of $4,242 was deferred and is being amortized over the 18 year term of the leases on a straight-line basis. | |||||||||
Share-Based Compensation | |||||||||
The Company recognizes compensation expense for share-based payment transactions in the financial statements at their fair value. The expense is measured at the grant date, based on the calculated fair value of the share-based award, and is recognized over the requisite service period (generally the vesting period of the equity award). | |||||||||
Income Taxes | |||||||||
Provisions for federal and state income taxes are calculated on reported net income before income taxes based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions. | |||||||||
A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, Management assesses all available positive and negative evidence. This evidence includes, but is not limited to, prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses. | |||||||||
Based on these criteria and the relative weighting of both the positive and negative evidence available, and in particular the activity surrounding the Company's significant loss in 2013, management determined that it was necessary to establish a valuation allowance against all of its net U.S. deferred tax assets at December 31, 2013. This determination was made as the Company entered into a cumulative loss position over the three year period ended December 31, 2013 primarily due to the recording a goodwill impairment of $73,528 related to Valent. Once the Company entered into a cumulative loss position it has passed the threshold after which there is a presumption that a company should no longer rely solely on projected future income in determining whether the deferred tax asset is more likely than not to be realized. The Company will continue to monitor its deferred tax position and may adjust the valuation allowance, if necessary, for utilization of the underlying deferred tax assets through current taxable income or as available evidence changes. | |||||||||
The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that management’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. | |||||||||
The Company’s unrecognized tax benefits as of December 31, 2013 and 2012 are immaterial. The Company expects no significant increases or decreases in unrecognized tax benefits due to changes in tax positions within one year of December 31, 2013. The Company has no material interest or penalties relating to income taxes recognized on the Consolidated Balance Sheet as of December 31, 2013 and 2012. As of December 31, 2013, returns for calendar years 2010 through 2012 remain subject to examination by the Internal Revenue Service and/or various state tax jurisdictions. | |||||||||
Financial Instruments | |||||||||
Fair values of the Company’s long-term obligations approximate their carrying values as the applicable interest rates approximate the current market rates or have variable rate characteristics. The Company’s other financial instruments have fair values that approximate their respective carrying values due to their short maturities. | |||||||||
Reclassifications | |||||||||
Certain reclassifications have been made to prior period financial statements in order to conform to current period presentation. | |||||||||
Recent Accounting Pronouncements | |||||||||
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-5, "Foreign Currency Matters". The amendments in ASU 2013-5 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-5 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-5 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. | |||||||||
In July 2013, FASB issued ASU 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes”, which amends the current accounting requirements in Topic 815 “Derivatives and Hedging”. Before the amendments in this update, only interest rates on direct Treasury obligations of the U.S. government (“UST”) and, for practical reasons, the London Interbank Offered Rate (“LIBOR”) swap rate were considered benchmark interest rates in the United States. Due the increased importance of OIS (“Overnight Index Swap Rate” or also referred to as the “Fed Funds Effective Swap Rate”), the objective of this update is to provide for the inclusion of OIS as a U.S. benchmark interest rate for hedge accounting purposes, in addition to UST and LIBOR. This amendment became effective for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. | |||||||||
In July 2013, FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. ASU 2013-11 requires entities to net its liability for unrecognized tax positions against a net operating loss carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the tax law. The provisions of this new guidance are effective as of the beginning of the Company’s first quarter of 2014. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combinations [Abstract] | ' | |||||||
ACQUISITIONS | ' | |||||||
ACQUISITIONS | ||||||||
On December 28, 2012, the Company acquired all of the outstanding equity of Valent Aerostructures, LLC, (“Valent”), a provider of complex sub-assemblies and machined parts to airframe manufacturers in the commercial aerospace, business and regional, and military industries, is headquartered in Kansas City, Missouri, and was accounted for under the acquisition method of accounting. Concurrent with the acquisition, the Company entered into a new credit agreement to fund the majority of the purchase price as described in Note 9. "Long-term Debt and Capital Lease Obligations." The Company also issued $15,000 in restricted common stock. Fifty percent of the shares issued for the acquisition are eligible to be converted in June of 2014, with the remaining shares eligible for conversion in December of 2015. | ||||||||
The operating results of Valent have been included in the Company’s Aerostructures segment from the date of acquisition and acquisition related costs of $5,107 have been included in acquisitions expense. The following table presents unaudited pro-forma consolidated operating results for the Company for the years ended December 31, 2012 and 2011, as if Valent had been acquired as of the beginning of the periods presented: | ||||||||
December 31, | ||||||||
2012 | 2011 | |||||||
Net sales | $ | 386,402 | $ | 340,551 | ||||
Net income | 12,899 | 10,152 | ||||||
Management believes the integration of Valent with its business may provide synergistic benefits, including increased scale, complementary product offerings, the ability to compete for larger and more complex design-build projects and enhanced project management capabilities, allowing the Company to drive further growth from existing platforms. | ||||||||
The following table summarizes the final purchase price allocation for Valent at the date of acquisition: | ||||||||
Cash | $ | 44 | ||||||
Accounts receivable | 16,769 | |||||||
Inventory | 28,053 | |||||||
Prepaid expenses and other current assets | 640 | |||||||
Fixed assets | 56,075 | |||||||
Intangible assets | 46,546 | |||||||
Other long-term assets | 1,576 | |||||||
Goodwill | 129,816 | |||||||
Current liabilities assumed | (25,187 | ) | ||||||
Long-term liabilities assumed | (23,080 | ) | ||||||
Cost of acquisition | $ | 231,252 | ||||||
Of the $46,546 of acquired intangible assets, $45,600 was assigned to customer relationships with a weighted average useful life of 20.3 years; and the remaining $946 consists of trade names, trademarks and other intangibles and have a weighted average useful life of 5.5 years. The fair value of the customer relationships was determined using the multi-period excess earnings method. The fair value of trade names and trademarks was determined using the cost method. These assets are being amortized using the straight-line method, which is expected to approximate the pattern of economic benefit of each intangible asset. | ||||||||
Establishment of the customer relationship asset at Valent considered an ongoing contract in place with Spirit AeroSystems. The terms of the contract do not provide for any minimum volumes to be ordered and include a termination for convenience clause in favor of the customer whereby the customer can exit the relationship with minimal notice. Given the contract with Spirit AeroSystems can be terminated at any time, the Company manages the customer contract-in-place and the customer relationship as an aggregate asset, and we believe the value of the contract-in-place is not separable from the value of the long-standing customer relationship asset. | ||||||||
The customer relationship with Spirit AeroSystems intangible asset was valued separately from Valent’s other customer relationship intangible assets. As part of the valuation of Valent’s customer relationship with Spirit AeroSystems intangible asset, the contractual nature of the relationship was considered and incorporated into the valuation. The contractual nature of the relationship was a factor in the selected discount rate (used in the multi-period excess earnings method), although the significance of the contract was modest due to the aforementioned contract provisions that provide no meaningful assurances of future business under the contract (i.e., no minimum volumes, and termination for convenience clause). These contractual provisions coupled with our review of historical contract renewal rates led to the life ultimately determined for the intangible asset. | ||||||||
On August 7, 2012, the Company acquired all of the shares of capital stock of TASS Inc. (“TASS”), an after-market engineering and support services firm. Headquartered in Kirkland, Washington, TASS delivers engineering solutions to aircraft manufacturers, airlines, Maintenance, Repair and Overhaul companies and leasing companies worldwide. The acquisition was funded by internal cash and by entering into a $1,000 note payable and was accounted for under the acquisition method of accounting. The pro-forma operating results, as if the Company had completed the acquisition at the beginning of the periods presented, are not material to the Company’s operations and are not presented. | ||||||||
Management believes the acquisition of TASS, together with other initiatives, will augment the Company’s long and successful history with Boeing products and provide the Company with a global presence in the aftermarket engineering arena. TASS also provides the Company the ability to internally source product support for parts manufactured by the Company in the global airline fleet. | ||||||||
The Company performed a valuation analysis to determine amounts allocated to the acquired assets and assumed liabilities, including various intangible assets. The following table summarizes the purchase price allocation for TASS at the date of acquisition: | ||||||||
Cash | $ | 617 | ||||||
Accounts receivable | 1,979 | |||||||
Other assets | 175 | |||||||
Fixed assets | 196 | |||||||
Intangible assets | 2,247 | |||||||
Goodwill | 6,313 | |||||||
Current liabilities assumed | (1,247 | ) | ||||||
Cost of acquisition | $ | 10,280 | ||||||
Of the $2,247 acquired intangible assets, $1,876 was assigned to customer relationships with a weighted average useful life of 11.9 years; and the remaining $371 consists of trademarks and other intangibles and have a weighted average useful life of 2.9 years. The fair value of the customer relationships was determined using the discounted cash flow method. The fair value of the trademarks was determined using the relief from royalty method. |
ASSETS_AND_LIABILITIES_MEASURE
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | ' | |||||||||||||||||||
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE | ||||||||||||||||||||
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are described below: | ||||||||||||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||||
Level 2: | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |||||||||||||||||||
Level 3: | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||||
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the methodologies used at December 31, 2013. There were no transfers between levels during 2013 and 2012. | ||||||||||||||||||||
2013 | ||||||||||||||||||||
Assets and Liabilities at Fair Value | Total | |||||||||||||||||||
as of December 31, 2013 | Gains | |||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | (Losses) | ||||||||||||||||
Recurring Fair Value Measurement: | ||||||||||||||||||||
Asset: | ||||||||||||||||||||
Interest rate derivatives (1) | $ | 18 | $ | — | $ | 18 | $ | — | $ | — | ||||||||||
Liabilities: | ||||||||||||||||||||
Interest rate derivatives (1) | $ | 392 | $ | — | $ | 392 | $ | — | $ | — | ||||||||||
Non-recurring Fair Value Measurements: | ||||||||||||||||||||
Asset: | ||||||||||||||||||||
Intangible assets, net (3,4) | $ | 55,465 | $ | — | $ | — | $ | 55,465 | $ | (4,222 | ) | |||||||||
Goodwill (5) | $ | 113,223 | $ | — | $ | — | $ | 113,223 | $ | (73,528 | ) | |||||||||
Liabilities | ||||||||||||||||||||
Contingent Consideration (2) | — | $ | — | — | $ | — | $ | 7,950 | ||||||||||||
$ | (69,800 | ) | ||||||||||||||||||
2012 | ||||||||||||||||||||
Assets at Fair Value | Total | |||||||||||||||||||
as of December 31, 2012 | Gains | |||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | (Losses) | ||||||||||||||||
Recurring Fair Value Measurement: | ||||||||||||||||||||
Contingent Consideration (2) | $ | 7,950 | $ | — | $ | — | $ | 7,950 | $ | — | ||||||||||
Non-recurring Fair Value Measurements: | ||||||||||||||||||||
Intangible assets, net (4) | $ | 48,793 | — | — | 48,793 | $ | — | |||||||||||||
— | ||||||||||||||||||||
(1) The fair values of interest rate derivatives are the amount the company would receive or pay to terminate the contracts, considering quoted market prices of comparable agreements. (Also see Note 10 to the Consolidated Financial Statements) | ||||||||||||||||||||
(2) The Monte Carlo simulation was used with a normal probability distribution of the best estimate of EBITDA for 2013 to approximate fair value. At June 30, 2013, the EBITDA target was not expected to occur and, as such, the $7,950 of contingent consideration was deemed unlikely to be paid, and a benefit was recorded on a separate line in the Condensed Consolidated Statements of Operations for the year ended December 31, 2013. | ||||||||||||||||||||
(3) During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name became obsolete and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired and a loss was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013 | ||||||||||||||||||||
(4) The fair values of intangibles relating to the 2012 acquisitions of TASS and Valent were determined by third parties in connection with the purchase and recorded at those values. | ||||||||||||||||||||
(5) During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. |
ACCOUNTS_RECEIVABLE_NET
ACCOUNTS RECEIVABLE NET | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
ACCOUNTS RECEIVABLE NET | ' | |||||||
ACCOUNTS RECEIVABLE NET | ||||||||
Accounts receivable, net consists of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Trade receivables | $ | 63,804 | $ | 50,876 | ||||
Unbilled revenue | 7,256 | 12,372 | ||||||
Other receivables | 1,973 | 6,198 | ||||||
73,033 | 69,446 | |||||||
Less: Allowance for doubtful accounts | (180 | ) | (287 | ) | ||||
Accounts receivable, net | $ | 72,853 | $ | 69,159 | ||||
Under long-term contract accounting unbilled revenue on long-term contracts arise when the sales or revenues based on performance attainment, though appropriately recognized, cannot be billed yet under terms of the contract as of the balance sheet date. Accounts receivable expected to be collected after one year are not material. |
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Inventories consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 17,099 | $ | 14,946 | ||||
Work in progress | 21,605 | 20,012 | ||||||
Manufactured and purchased components | 21,675 | 18,898 | ||||||
Finished goods | 40,572 | 30,792 | ||||||
Product inventory | 100,951 | 84,648 | ||||||
Capitalized contract costs (1) | 12,227 | 5,391 | ||||||
Total inventories | $ | 113,178 | $ | 90,039 | ||||
(1) 2013 includes a reduction to inventory of $2,057 related to a loss reserve on a long-term production contract. | ||||||||
In accordance with ASC 605-35-45-1&2, the provisions for anticipated losses on contracts are accounted for as additional contract cost and recognized as part of cost of sales. Provisions for losses are recorded as a reduction of related contract costs recorded in inventory. | ||||||||
Inventoried costs include capitalized contract costs relating to programs and contracts with long-term production cycles, substantially all of which is not expected to be realized within one year. The Company believes these amounts will be fully recovered over the life of the contracts. | ||||||||
For December 31, 2012, the Company has revised the classification of $5,505 in inventory between raw materials and manufactured and purchased components for a misclassification as previously reported at December 31, 2012. |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
PROPERTY PLANT AND EQUIPMENT | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||
Depreciation expense (including amortization expense on software) recorded by the Company totaled $15,913, $5,894 and $5,219 for 2013, 2012 and 2011, respectively. | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Land | $ | 1,455 | $ | 1,455 | ||||
Buildings and improvements | 23,692 | 18,676 | ||||||
Machinery and equipment | 122,132 | 108,391 | ||||||
Leasehold improvements | 14,421 | 10,559 | ||||||
Software and other | 11,403 | 10,629 | ||||||
Construction in progress | 5,031 | 7,168 | ||||||
Total gross property, plant and equipment | 178,134 | 156,878 | ||||||
Less accumulated depreciation | (74,759 | ) | (60,660 | ) | ||||
Total net property, plant and equipment | $ | 103,375 | $ | 96,218 | ||||
See discussion in Note 9 to the Consolidated Financial Statements regarding property, plant and equipment recorded as a result of capital leases. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | |||||||||||||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||||
The following table summarizes the net carrying amount of goodwill by segment at December 31, 2013 and 2012, respectively: | ||||||||||||||||||||||||
Engineering | ||||||||||||||||||||||||
Aerostructures | Services | Total | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Balance at December 31, | ||||||||||||||||||||||||
Gross Goodwill | $ | 141,663 | $ | 135,431 | $ | 50,741 | $ | 49,536 | $ | 192,404 | $ | 184,967 | ||||||||||||
Accumulated impairment loss | (79,181 | ) | (5,653 | ) | — | — | (79,181 | ) | (5,653 | ) | ||||||||||||||
Net Goodwill | $ | 62,482 | $ | 129,778 | $ | 50,741 | $ | 49,536 | $ | 113,223 | $ | 179,314 | ||||||||||||
The change in the net goodwill balance for Aerostructures was primarily related to the acquisition of Valent in December 2012, with Valent accounting for $56,288 and $123,584 of the balance at December 31, 2013 and 2012, respectively. Under ASC 805, the acquiring entity has a period of time, referred to as the measurement period, to finalize the accounting for a business combination. The increase in gross goodwill from December 2012 to December 2013 in Aerostructures is due to measurement period changes related to the acquisition of Valent. The material adjustments recorded in 2013 were related to a loss reserve on a long-term contract of $5,267 and a reduction in the value of fixed assets $482 which were offset by a working capital settlement adjustment of $1,219. The Company determined that an acquired contract on the Boeing 787 program was under-priced related to the level of effort required, resulting in a loss contract. In addition, during the fourth quarter of fiscal 2013, in accordance with the Company’s accounting policy as described in Note 1 to the Consolidated Financial Statements, the Company performed the annual impairment analysis and determined that carrying value for goodwill for Valent was above its fair value. As a result, a goodwill impairment charge of $73,528 was recorded in the fourth quarter of 2013. The fair value for the remaining goodwill in Aerostructures exceeded its carrying value. | ||||||||||||||||||||||||
The net goodwill balance at December 31, 2013 also consisted of $44,428 from the acquisition of D3 Technologies, Inc. (“D3”) in July 2007, $6,194 from the acquisition of Intec in January 2009 and $6,313 from the acquisition of TASS in August 2012. The net goodwill balance at December 31, 2012 consisted of $42,908 for the acquisition of D3, $6,194 from the acquisition of Intec, $6,628 from the acquisition of TASS and $123,584 from the acquisition of Valent. The increase in goodwill related to D3 resulted from the correction of a deferred tax liability that should have been recorded at acquisition on an indefinite lived intangible asset. Goodwill and deferred tax liability were increased by $1,520 to reflect the correction. | ||||||||||||||||||||||||
During the fourth quarter of fiscal 2013, in accordance with the Company’s accounting policy as described in Note 1 to the Consolidated Financial Statements, the Company also performed the annual impairment analysis on the Engineering Services group and the fair value exceeded the carrying value of the reporting unit. | ||||||||||||||||||||||||
Goodwill recorded as a result of the D3 and Intec acquisitions is not deductible for tax purposes, while goodwill recorded as a result of the Valent and TASS acquisitions is deductible for tax purposes. | ||||||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||||||
Intangible assets primarily consist of trademarks and customer intangibles resulting from the acquisitions of Versaform Corporation, D3, Intec, TASS, and Valent. The trademark of $4,222 that resulted from acquisition of D3 was determined to have an indefinite life. During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name will no longer be used and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired. The amount was calculated using the income approach with a level 3 valuation. The impairment loss was recognized in the Engineering Services segment in a separate line in the selling, general and administrative expenses of the Consolidated Statements of Comprehensive Income for the year ended December 31, 2013. | ||||||||||||||||||||||||
The remaining trademarks resulted from the acquisitions of Intec, TASS, and Valent and have a weighted average useful life of 4.5 years. Customer intangibles have a weighted average useful life of 18.5 years. Other intangible assets have a weighted average useful life of 5.3 years. The carrying values were as follows: | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Trademarks | $ | 778 | $ | 5,000 | ||||||||||||||||||||
Customer intangible assets | 68,991 | 68,991 | ||||||||||||||||||||||
Other | 1,481 | 1,481 | ||||||||||||||||||||||
Accumulated amortization | (15,785 | ) | (11,138 | ) | ||||||||||||||||||||
Intangible assets, net | $ | 55,465 | $ | 64,334 | ||||||||||||||||||||
Intangibles amortization expense for 2013, 2012 and 2011 was $4,647, $3,185 and $2,137, respectively. Amortization expense for 2011 includes $1,163 for an impairment loss. During the first quarter of 2011, a triggering event occurred with regard to a certain proprietary technology intangible asset as a result of a failure to conclude a possible sale of a product line. The impairment loss was recognized in the Aerostructures segment in a separate line in the selling, general and administrative expenses of the Consolidated Statements of Comprehensive Income. | ||||||||||||||||||||||||
Estimated annual amortization expense for these intangibles is as follows: | ||||||||||||||||||||||||
Year ending December 31, | ||||||||||||||||||||||||
2014 | $ | 4,524 | ||||||||||||||||||||||
2015 | 4,359 | |||||||||||||||||||||||
2016 | 4,134 | |||||||||||||||||||||||
2017 | 3,915 | |||||||||||||||||||||||
2018 | 3,563 | |||||||||||||||||||||||
Thereafter | 34,970 | |||||||||||||||||||||||
$ | 55,465 | |||||||||||||||||||||||
ACCRUED_EXPENSES
ACCRUED EXPENSES | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
ACCRUED EXPENSES | ' | |||||||
ACCRUED EXPENSES | ||||||||
Accrued expenses consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Accrued payroll | $ | 3,286 | $ | 3,362 | ||||
Accrued bonus | 958 | 1,493 | ||||||
Accrued vacation & holiday | 3,516 | 3,257 | ||||||
Accrued employee benefits | 1,847 | 1,815 | ||||||
Accrued operating lease obligations | 2,002 | 1,706 | ||||||
Contingent consideration | — | 7,950 | ||||||
Accrued professional fees | 1,253 | 754 | ||||||
Loss reserve on long-term production contracts | 3,165 | — | ||||||
Other | 3,055 | 3,366 | ||||||
Total accrued expenses | $ | 19,082 | $ | 23,703 | ||||
In the second quarter of 2013, the Company realized a $7,950 benefit related to the write-off of the contingent consideration associated with the December 2012 purchase of Valent. During the second quarter of 2013, it was deemed unlikely that the earnings levels required to be achieved for former Valent interest holders to be paid contingent consideration would not be achieved by the required date of December 31, 2013. As such, the contingent consideration was recorded as a benefit in the year ended December 31, 2013. | ||||||||
In the fourth quarter of 2013, the Company recorded a loss reserve of $5,267 related to a long-term production contract at Valent. This loss was treated as a measurement period adjustment for the Valent purchase price allocation. (See Note 1, Accounting Policies and Note 7, Goodwill and Intangible Assets). At December 31, 2013, the loss reserve balance was $5,222 of which $3,165 is included in accrued expenses with the remainder recorded as a reduction of related contract inventory. |
LONGTERM_DEBT_AND_CAPITAL_LEAS
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS | ' | |||||||
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS | ||||||||
Long-term debt and capital lease obligations consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Revolver under credit agreement, variable | $ | 36,000 | $ | 6,236 | ||||
Term loan under credit agreement, variable | 222,750 | 225,000 | ||||||
Missouri IRBs at fixed rate of 2.80% at December 31, 2013 | 7,756 | 8,113 | ||||||
Capital Leases, at fixed rates ranging from 2.04% to 7.73% at December 31, 2013 and 3.00% to 7.73% at December 31, 2012 | 14,572 | 15,316 | ||||||
Notes payable, principal and interest payable monthly, at fixed rates, up to 3.60% and 3.25% at December 31, 2013 and 2012, respectively | 9,533 | 6,034 | ||||||
Total debt | 290,611 | 260,699 | ||||||
Less current installments | 5,242 | 5,632 | ||||||
Total long-term debt and capital lease obligations | $ | 285,369 | $ | 255,067 | ||||
On December 28, 2012, the Company entered into a credit agreement to provide senior secured credit facilities to finance the Valent acquisition, refinance existing debt, and fund working capital requirements. The credit agreement was amended on February 7, 2013 in conjunction with its completed syndication, increasing the Company's borrowing limit and reducing its rates. These credit facilities include a revolving credit facility of up to $125,000 and a term loan facility of $225,000. The agreement was amended again on August 21, 2013 to provide more flexibility on the financial covenants through 2014. Borrowings under the facilities are secured by substantially all of the Company’s assets and bear interest at either the LIBOR rate plus a margin of up to 3.50% and 4.00%, respectively, with a LIBOR floor of 1.25% or the alternate base rate (“ABR”) which is the highest of the following plus a margin of up to 2.50% and 3.00%, respectively, with the applicable margin for the revolving credit facility subject to a a step-down grid, based on the total leverage ratio of the company effective with the start of the second quarter of 2013: | ||||||||
• | Prime rate, | |||||||
• | Federal funds rate plus 0.5% | |||||||
• | The adjusted Eurodollar rate for an interest period of one month plus 1% or | |||||||
• | The 2.25% ABR rate floor | |||||||
The Company is required to pay a commitment fee of between 0.375% and 0.625% on the unused portion of the revolving credit facility based on the ratio of consolidated net debt to consolidated EBITDA. At December 31, 2013, the commitment fee required was 0.625%. | ||||||||
The maturity dates are subject to acceleration upon breach of the financial covenants (consisting of a maximum total leverage ratio and senior leverage ratio and a minimum fixed charge coverage ratio) and other customary non-financial covenants contained in the credit agreement. These financial covenants were eased in the amendment dated August 21, 2013 but will align with the levels in the original credit agreement by January 1, 2015. The Company's EBITDA and cash generation over the past year has been lower than originally expected. Without improved EBITDA and cash generation, the Company's risk of non-compliance with the required leverage ratio in the credit agreement will increase. If covenants are not met and modifications or waivers cannot be obtained, it will result in non-compliance with the credit agreement, the occurrence of which could result in the amounts outstanding under the term loan facility and revolving credit facility becoming immediately due and payable. As of December 31, 2013, the Company was in compliance with all of its financial and non-financial covenants. The revolving credit and term loan facilities mature on the fifth and sixth year anniversary dates of December 28, 2017 and 2018, respectively. | ||||||||
The credit agreement also contains certain restrictive covenants that limit and in some circumstances prohibit, our ability to, among other things, incur additional debt, sell, lease or transfer our assets, pay dividends, make investments, guarantee debt or obligations, create liens, enter into transactions with our affiliates and enter into certain merger, consolidation or other reorganization transactions. This agreement also requires mandatory prepayments of excess cash at certain leverage levels. These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand the current or future downturns in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise, any of which could place us at a competitive disadvantage relative to our competitors that have less debt and are not subject to such restrictions. | ||||||||
As part of the acquisition of Valent, the Company assumed debt and capital leases for buildings and equipment that were underwritten to service underlying Industrial Revenue Bonds (“IRBs”) with the City of Washington, Missouri and Fredonia, Kansas. Monthly payments are scheduled in an amount sufficient to service the total principal and interest of the underlying bonds. Interest ranges from 2.80% to 7.73% and mature between September 2020 and June 2032. In addition, the Company assumed a note payable to a prior minority shareholder for $2,000 payable in monthly installments over 36 months. | ||||||||
The Company entered into various notes payable and a capital lease agreement for the purchase of certain equipment in 2012. The notes are secured by certain equipment and payable in monthly installments including interest ranging from 2.45% to 3.60% through November 2019. In connection with its acquisition of TASS on August 7, 2012, as discussed in Note 2 above, the company entered into a $1,000 note payable which was paid in full in August 2013 plus interest at 3.25%. In December 2012, the Company entered into a commitment to finance a warehouse in Tulsa, Oklahoma through a $2,200 promissory note. The note carries a 2.95% fixed rate payable in monthly payments of principal and interest with a balloon payment at maturity on December 28, 2017. The note is secured by the property and guaranteed by the Company. On March 28, 2013, the Company entered into a $3,550 promissory note at a 3.60% fixed interest rate to finance the purchase of a corporate aircraft. | ||||||||
The gross amount of assets recorded under capital leases totaled $17,845 as of December 31, 2013 and is included in the related property, plant and equipment categories. The Company has appropriately split the deferred financing fees between the revolving credit facility and term loan facility and will amortize the fees over their respective terms. The long-term debt and capital lease payment obligations including the current portion thereof required in each of the next five years and thereafter are as follows: | ||||||||
Year ending December 31, | Long-Term | Capital Leases | ||||||
Debt (1) | ||||||||
2014 | $ | 4,079 | $ | 1,715 | ||||
2015 | 4,112 | 1,946 | ||||||
2016 | 3,536 | 1,915 | ||||||
2017 | 41,390 | 1,963 | ||||||
2018 | 214,982 | 2,223 | ||||||
Thereafter | 7,940 | 7,672 | ||||||
Total | 276,039 | 17,434 | ||||||
Less: imputed interest | — | (2,862 | ) | |||||
Total | $ | 276,039 | $ | 14,572 | ||||
(1) Includes principal only |
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | ' | ||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||||
The Company has interest rate risk with respect to interest expense on variable rate debt. At December 31, 2013, the Company had $258,750 of variable rate debt outstanding. On March 28, 2013, and November 15, 2013, in compliance with its credit agreement, the Company purchased option and swap derivative contracts to hedge against the potential impact on earnings from an increase in market interest rates associated with the interest payments on its variable rate term credit facility. The objective of the hedge transactions is to reduce the variability of cash flows due to changes in the designated benchmark interest rate on the term debt. The purchased options have a strike price of 1.25%, based on 30-day LIBOR with maturity dates each month from April 28, 2013 through December 31, 2014 and payment dates coinciding directly with the term debt. The interest rate swap entered into on March 28, 2013 is effective from December 31, 2014 through December 31, 2015 and effectively swaps a notional amount of $112,500 from the floating LIBOR interest rate with a floor of 1.25% for a 1.63% fixed interest rate. The interest rate swaps entered into on November 15, 2013 are effective from December 31, 2014 through December 31, 2015 and December 31, 2015 through December 31, 2016, respectively, and effectively swap a notional amount of $80,000 and $100,000, respectively, from the floating LIBOR interest rate with a floor of 1.25% for a 1.565% fixed interest rate and a floor of 1.25% for a 1.99% fixed interest rate, respectively. The derivatives are recognized in the Condensed Consolidated Balance Sheet at fair value, as of December 31, 2013 as follows: | |||||||||||
Derivative Assets and Liabilities | Location in Condensed | 31-Dec-13 | |||||||||
Consolidated Balance Sheet | |||||||||||
Derivative designated as hedging instrument: | |||||||||||
Interest rate purchased options at fair value | Other current assets | $ | 18 | ||||||||
Derivative designated as hedging instrument: | |||||||||||
Interest rate swaps at fair value | Other long term liabilities | $ | 392 | ||||||||
The Company has designated and accounts for this swap and purchased options as cash flow hedges of interest rate risk. For a cash flow hedge, the Company reports the gain or loss, net of taxes, from the effective portion of the hedge as a component of Accumulated Other Comprehensive Income (“AOCI”) deferring it and reclassifying it into earnings in the same period or periods in which the hedged transaction affects earnings and in the same line item on the Condensed Consolidated Statements of Comprehensive Income as the impact of the hedged transaction. Amounts reported in AOCI related to these derivatives are reclassified from AOCI to earnings as interest payments are made on the Company’s term credit facility debt in amounts necessary to convert the floating rate interest expense into fixed rate interest expense. The terms of these derivatives and the variable rate debt coincide making it highly effective so no amounts were excluded from the assessment of hedge effectiveness and any ineffectiveness portion has not been, and is not expected to be, significant. The Company does not use derivative instruments for trading or speculative purposes. | |||||||||||
The following amounts are included in AOCI and earnings for the year ended December 31, 2013: | |||||||||||
Net of Tax | |||||||||||
Derivatives in Cash Flow Hedging Relationship | Effective portion | Effective | |||||||||
of (Gain) Loss Recognized in AOCI on | Portion of | ||||||||||
Derivative | (Gain) Loss Reclassified | ||||||||||
from AOCI | |||||||||||
into | |||||||||||
Earnings(1) | |||||||||||
Year ended December 31, 2013 | |||||||||||
Interest rate derivatives | $ | 278 | $ | — | |||||||
(1) No amounts related to the interest rate derivatives were reclassified from AOCI to interest expense during the period. |
TREASURY_STOCK_TRANSACTIONS
TREASURY STOCK TRANSACTIONS | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
TREASURY STOCK TRANSACTIONS | ' |
TREASURY STOCK TRANSACTIONS | |
The Company issued from treasury stock 38,397 and 102,986 shares, net of forfeitures, in 2013 and 2012, respectively, and 5,860 shares in 2011, in conjunction with the exercise of certain employees’ options and grants of restrictive stock, but did not purchase any shares during those years. The Company also utilized approximately 40,904, 44,474 and 46,830 shares from treasury stock to match employee contributions in the Company’s 401(k) Plan in 2013, 2012 and 2011, respectively. |
LOSS_EARNINGS_PER_COMMON_SHARE
(LOSS) EARNINGS PER COMMON SHARE | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
EARNINGS PER COMMON SHARE | ' | |||||||||||
EARNINGS PER COMMON SHARE | ||||||||||||
Basic net income per common share is based upon the weighted average number of common shares outstanding. Diluted net income per common share is based upon the weighted average number of common shares outstanding, including the dilutive effect of restricted stock, using the if-converted methods. | ||||||||||||
The following table shows a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share. | ||||||||||||
Year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerators | ||||||||||||
Net (loss) income | $ | (58,485 | ) | $ | 16,487 | $ | 16,389 | |||||
Denominators | ||||||||||||
Weighted average common shares - basic | 12,607,833 | 11,701,607 | 11,559,895 | |||||||||
Dilutive effect of restricted stock | — | 137,575 | 181,618 | |||||||||
Weighted average common shares - diluted | 12,607,833 | 11,839,182 | 11,741,513 | |||||||||
Basic earnings per share | $ | (4.64 | ) | $ | 1.41 | $ | 1.42 | |||||
Diluted earnings per share | $ | (4.64 | ) | $ | 1.39 | $ | 1.4 | |||||
For the twelve months ended December 31, 2013, 111,976 shares are not included in the calculation of diluted earnings per share, as their inclusion would have been anti-dilutive. These securities could be dilutive in future periods. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
COMMITMENTS AND CONTINGENCIES | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
The Company leases certain facilities and equipment under various non-cancelable operating lease agreements that expire at various dates through 2025. At December 31, 2013, the future minimum lease payments under operating leases with initial non-cancelable terms in excess of one year are as follows: | ||||
2014 | $ | 6,909 | ||
2015 | 6,327 | |||
2016 | 5,757 | |||
2017 | 4,997 | |||
2018 | 4,832 | |||
Thereafter | 22,365 | |||
$ | 51,187 | |||
Rent expense totaled $8,496, $6,789 and $6,546 in 2013, 2012 and 2011, respectively. | ||||
The Company has entered into employment agreements with certain members of senior management, the terms of which expire on January 15, 2016 through January 1, 2017. The terms of these agreements are up to 3 years, include non-compete and non-disclosure provisions, and provide for defined severance payments in the event of termination. | ||||
Legal Contingencies | ||||
The Company has been named as a defendant in certain pending lawsuits in the normal course of business (the “Pending Lawsuits”). Also, the Company may become the subject of proceedings by the Environmental Protection Agency and Department of Justice as a result of the Waste Water Allegations and by the Environmental Protection Agency and Missouri Department of Natural Resources as a result of the Voluntarily Disclosed Matters related to its Cuba, Missouri facility ("OMT"). It is the policy of management to disclose the amount or range of reasonably possible losses. In the opinion of management, after consulting with legal counsel, the losses, if any, resulting from the Pending Lawsuits should not have a material effect on the Company’s financial position or results of operations, and the losses, if any, resulting from the Waste Water Allegations and Voluntarily Disclosed Matters cannot be estimated because the actions to be taken, if any, by the relevant government agencies remains uncertain. | ||||
The Company believes a proceeding by the Missouri Attorney General is contemplated with respect to the Missouri AG Matter as further disclosed in Item 3 - Legal Proceedings. In the opinion of management, after consulting with legal counsel and based on the discussions the Company has had with the Missouri Attorney General’s office, the Company has established a loss contingency of $167, which represents management’s current estimate of the minimum penalty the Missouri Attorney General is contemplating assessing on the Company. | ||||
OMT became a subsidiary of LMI as a result of LMI’s acquisition of Valent Aerostructures (“Valent”) in December 2012. The Company believes certain environmental representations set forth in the purchase agreement pursuant to which Valent acquired OMT, and the purchase agreement pursuant to which LMI acquired Valent, provide the Company with certain rights of indemnification with respect to the matters disclosed herein. The Company also has insurance policies that it believes covers various environmental issues at Valent and its subsidiaries, including OMT, and breaches by Valent and OMT of their respective environmental representations and warranties in each of the purchase agreements. As a result, the Company believes its rights of indemnification and insurance coverage may provide for a recovery of some or all of the costs associated with the matters disclosed herein. We cannot provide any assurance, however, that we will ultimately prevail in any claim for indemnification or secure insurance proceeds from our insurance policies. |
DEFINED_CONTRIBUTIONS_PLANS
DEFINED CONTRIBUTIONS PLANS | 12 Months Ended |
Dec. 31, 2013 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ' |
DEFINED CONTRIBUTIONS PLANS | ' |
DEFINED CONTRIBUTION PLANS | |
The Company sponsored three defined contribution plans in 2013: the LMI Profit Sharing and Savings Plan (the “LMI Plan”), the Valent 401(k) plan the (“Valent Plans”) and the TASS Inc. 401(k) Plan, the (“TASS Plan”). The LMI Plan covers virtually all of the employees of the Company, except the employees of Valent and TASS, and is a profit sharing plan that allows discretionary profit sharing contributions by the Company. The LMI Plan also includes a 401(k) component that allows employee deferrals and a discretionary matching contribution component, under which the Company may make contributions based upon a percentage of employee contributions up to a maximum of $1 annually per employee. Employee deferrals and matching contributions to the LMI Plan are fully vested to the employee immediately upon contribution. Profit sharing contributions by the Company to the LMI Plan become vested over time and are fully vested after 6 years. No profit sharing contributions have been made to the LMI Plan for 2013, 2012, or 2011. The Company recognized costs for matching contributions to the LMI Plan totaling $830, $882, and $806 in 2013, 2012, and 2011, respectively. In addition, the Company recognized cost for matching contributions for the Valent Plan of $745 in 2013. The Company’s matching contributions to the LMI Plan are determined and approved by the Board of Directors, which can be settled in cash or shares of LMI common stock. For the years ended December 31, 2013, 2012, and 2011, the Company made matching contributions of 50% for each one dollar contributed by each participant up to a maximum employer matching contribution of $1 per employee. In 2013, 2012, and 2011 the contribution was made in shares of the Company’s common stock. The amount of the expense is calculated based on the formula described above and is not impacted by the value of the common stock, as the shares given are based on the dollar amount of the matching contribution. | |
The Valent Plan covers essentially all full-time employees of Valent. Under this plan, participants may elect to have a portion of their salary contributed to the respective plans within certain limits. Under the plan, the Company may contribute a discretionary matching contribution. The exact percentage, if any, will be determined each year and shall not exceed 3% of a participant’s compensation for the year. | |
The TASS Plan covers all of the employees of TASS effective on the first day of full-time employment. Under this plan, participants may elect to have a portion of their salary contributed to the plan within certain limits. Under the plan, the Company may contribute a discretionary profit sharing and / or matching contribution to the plan. The exact percentage, if any, will be determined each year and is not limited by the plan. Contributions by the Company to the plan become vested over time and are fully vested after 5 years. The Company has not made any profit sharing contribution or matching contribution to the plan during the period in 2013 subsequent to the acquisition of TASS on August 7, 2012. |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||
STOCK BASED COMPENSATION | ' | ||||||
STOCK-BASED COMPENSATION | |||||||
On July 7, 2005, the Company’s shareholders approved the LMI Aerospace, Inc. 2005 Long-term Incentive Plan (the “Plan”). The Plan provides for the grant of non-qualified stock options, incentive stock options, shares of restricted stock, restricted stock units, stock appreciation rights, performance awards and other share-based grants and cash bonus awards to employees and directors. All share-based grants or awards are subject to a time-based vesting schedule. The company has only issued restricted stock in the periods presented. | |||||||
All outstanding stock options were exercisable at December 31, 2010 and were exercised on or before January 19, 2011 at an exercise price of $2.00 per share. The aggregate intrinsic value of options exercised during the year ended December 31, 2011, based upon the market price on exercise date, was $126. | |||||||
A summary of the activity for non-vested restricted stock awards under the Company’s share-based compensation plans is presented below: | |||||||
2013 | |||||||
Restricted Stock Awards | Shares | Weighted Average | |||||
Grant Date Fair | |||||||
Value | |||||||
Outstanding at January 1 | 189,828 | $ | 18.76 | ||||
Granted | 67,996 | 21.42 | |||||
Vested | (35,323 | ) | 17.67 | ||||
Forfeited | (2,750 | ) | 20.2 | ||||
Outstanding at December 31 | 219,751 | $ | 19.74 | ||||
Common stock compensation expense related to restricted stock awards granted under the Plan was $1,615, $1,494 and $1,254 for the years ended December 31, 2013, 2012 and 2011, respectively. Total unrecognized compensation costs related to non-vested share-based awards granted or awarded under the Plan were $1,857 and $2,071 as of December 31, 2013 and December 31, 2012, respectively. These costs are expected to be recognized over a weighted average period of 1.2 and 1.6 years as of December 31, 2013 and 2012, respectively. The fair value of restricted stock awards that vested during the years ended December 31, 2013, 2012 and 2011, based on the market price on the vesting date, was $602, $3,199 and $2,149, respectively. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
INCOME TAXES | ' | |||||||||||
INCOME TAXES | ||||||||||||
The temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to the deferred income tax assets and liabilities are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Current deferred tax assets (liabilities): | ||||||||||||
Inventories | $ | 3,871 | $ | 1,888 | ||||||||
Accrued vacation | 912 | 705 | ||||||||||
Stock award | 891 | 522 | ||||||||||
Obligation under operating leases | 733 | 587 | ||||||||||
Other | 164 | 137 | ||||||||||
Net current deferred tax asset | 6,571 | 3,839 | ||||||||||
Long-term deferred tax assets (liabilities): | ||||||||||||
Goodwill | 20,904 | 215 | ||||||||||
Depreciation | (6,178 | ) | (6,151 | ) | ||||||||
Long-term contract costs | (4,475 | ) | (1,941 | ) | ||||||||
Amortization of intangibles | (3,265 | ) | (3,646 | ) | ||||||||
Professional fees | 1,852 | 1,946 | ||||||||||
Gain on sale of real estate | 954 | 1,022 | ||||||||||
NOL Carryforwards | 1,031 | 261 | ||||||||||
Other | 525 | (177 | ) | |||||||||
Net long-term deferred tax assets (liabilities) | 11,348 | (8,471 | ) | |||||||||
Less: valuation allowance | (18,137 | ) | (261 | ) | ||||||||
Net deferred tax assets (liabilities) | $ | (218 | ) | $ | (4,893 | ) | ||||||
Based on our current and anticipated future pre-tax earnings, we believe it is more likely than not that our federal and state deferred tax assets, including benefits related to net operating loss carry forwards, will not be realized based on the measurement standards required under ASC 740, Accounting for Income Taxes. We established a valuation allowance of $17,876 and $261 in 2013 and 2012, respectively. The federal net operating losses expire in the year 2033. We evaluated all significant available positive and negative evidence, including the existence of losses in the current year in assessing the need for a valuation allowance. | ||||||||||||
The Company’s income tax (benefit) provision attributable to income before taxes consisted of the following for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal: | ||||||||||||
Current | $ | (676 | ) | $ | 7,926 | $ | 5,658 | |||||
Deferred | (6,066 | ) | (109 | ) | 1,149 | |||||||
(6,742 | ) | 7,817 | 6,807 | |||||||||
State: | ||||||||||||
Current | 120 | 346 | 225 | |||||||||
Deferred | (357 | ) | (10 | ) | 104 | |||||||
(237 | ) | 336 | 329 | |||||||||
(Benefit) provision for income taxes | $ | (6,979 | ) | $ | 8,153 | $ | 7,136 | |||||
The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense is as follows: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal taxes | $ | (22,912 | ) | $ | 8,627 | $ | 8,235 | |||||
State and local taxes, net of federal benefit | (1,119 | ) | 336 | 329 | ||||||||
Production deduction | — | (530 | ) | (508 | ) | |||||||
Valuation allowance | 17,718 | — | — | |||||||||
Research and experimental and other tax credits | (634 | ) | (300 | ) | (665 | ) | ||||||
Other | (32 | ) | 20 | (255 | ) | |||||||
(Benefit) provision for income taxes | $ | (6,979 | ) | $ | 8,153 | $ | 7,136 | |||||
RESTRUCTURING
RESTRUCTURING | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
RESTRUCTURING | ' | |||||||||||
RESTRUCTURING | ||||||||||||
During the fourth quarter of 2013, the Company committed to a restructuring plan that will result in the closure of its Precise Machine facility located in Fort Worth, Texas. As a result, the Company recognized severance expense in year ended December 31, 2013 related to the closure of $453. These restructuring expenses were reflected in the selling, general, and administrative section on a separate line of the Consolidated Statements of Comprehensive Income. This restructuring plan had no material impact on cash flow for the year. The Company expects the restructuring plan to be completed in the second quarter of 2014. | ||||||||||||
In addition, during the fourth quarter of 2013, the Company reached a separation agreement with key members of Valent Aerostructures, LLC. This agreement resulted in recognition of $2,620 in incremental expenses and a $2,620 unfavorable impact to operating cash flow in the year ended December 31, 2013. These restructuring expenses were reflected on a separate line of the Consolidated Statements of Comprehensive Income. | ||||||||||||
The following table summarizes the incurred and expected charges associated with these restructuring activities: | ||||||||||||
Incurred in Year | Remaining | Total Expense | ||||||||||
Ended | Expense to be | Expected to be | ||||||||||
31-Dec-13 | Incurred | Incurred | ||||||||||
(In Thousands) | ||||||||||||
Employee severance arrangement - Precise closure | $ | 453 | $ | 116 | $ | 569 | ||||||
Employee separation agreement - Valent | 2,616 | — | 2,616 | |||||||||
Lease termination costs - Precise closure | — | 165 | 165 | |||||||||
Other | 4 | 125 | 129 | |||||||||
Total | $ | 3,073 | $ | 406 | $ | 3,479 | ||||||
In addition to the restructuring expenses detailed in the table above, the Company expects to incur additional restructuring and other project expenses of approximately $600 primarily associated with the integration of the work previously performed at the Precise Machine facility. The Company expects this reorganization to be completed by the second quarter of 2014. | ||||||||||||
The following table summarizes restructuring activity related to the Precise Machine facility closure and the Valent Aerostructures, LLC separation agreement: | ||||||||||||
Employee | ||||||||||||
Severance | Other | Total | ||||||||||
(In Thousands) | ||||||||||||
Accrued restructuring balance as of December 31, 2012 | $ | — | $ | — | $ | — | ||||||
Accrual additions | 3,069 | 4 | 3,073 | |||||||||
Cash payments | (2,647 | ) | (4 | ) | (2,651 | ) | ||||||
Accrued restructuring balance as of December 31, 2013 | $ | 422 | $ | — | $ | 422 | ||||||
CUSTOMER_AND_SUPPLIER_CONCENTR
CUSTOMER AND SUPPLIER CONCENTRATION | 12 Months Ended |
Dec. 31, 2013 | |
Risks and Uncertainties [Abstract] | ' |
CUSTOMER AND SUPPLIER CONCENTRATION | ' |
CUSTOMER AND SUPPLIER CONCENTRATION | |
Direct sales to our top three customers, Spirit AeroSystems, Gulfstream Aerospace Corporation, and The Boeing Company accounted for 28.5%, 14.6% and 14.4% of our total revenues in 2013, respectively. These revenues are reported by both the Aerostructures and Engineering Services segments. Accounts receivable balances related to these customers were 27.8%, 8.5%, and 5.7%, of the accounts receivable balance at December 31, 2013, respectively. | |
Direct sales to our top four customers, The Boeing Company, Gulfstream Aerospace Corporation, Spirit AeroSystems and Bombardier accounted for 20.8%, 16.1%, 13.0% and 10.1% of our total revenues in 2012, respectively. These revenues are reported by both the Aerostructures and Engineering Services segments. Accounts receivable balances related to these customers were 11.3%, 5.6%, 27.9% and 6.4% of the accounts receivable balance at December 31, 2012, respectively. | |
Direct sales to our top three customers, The Boeing Company, Gulfstream Aerospace Corporation and Spirt AeroSystems, accounted for 18.3%, 16.5% and 13.7% of our total revenues in 2011, respectively. These revenues are reported by both the Aerostructures and Engineering Services segments, except Gulfstream Aerospace Corporation, with respect to which revenues are reported by the Aerostructures segment only. | |
The Company did not have any sales to a foreign country greater than 10.0% of its total sales in 2013, 2012 and 2011, respectively. The amounts of profitability and identifiable assets attributable to foreign sales activity are not material when compared with revenue, profitability, and identifiable assets attributed to United States domestic operations during 2013, 2012 and 2011. | |
The Company purchased approximately 58% of the raw materials used in production from two suppliers in 2013. The Company purchased approximately 51% and 59% of the raw materials used in production from two suppliers in 2012 and three suppliers in 2011, respectively. The Company has increased its capability to integrate components into higher level aerospace assemblies and to provide point of use kitting. As a result, there was an increase in the use of third party suppliers for the purchase of strategic components. During 2013 we purchased approximately 24% of the procured parts used in assembled products from two suppliers. We purchased approximately 49% and 61% of the procured parts used in assembled products from three suppliers in 2012 and four suppliers in 2011, respectively. |
BUSINESS_SEGMENT_INFORMATION
BUSINESS SEGMENT INFORMATION | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
BUSINESS SEGMENT INFORMATION | ' | |||||||||||
BUSINESS SEGMENT INFORMATION | ||||||||||||
The Company is organized into two reportable segments: the Aerostructures segment and the Engineering Services segment. The Aerostructures segment, which includes the recently acquired Valent, fabricates, machines, finishes, integrates, assembles and kits formed and machined close tolerance aluminum, specialty alloy and composite components for use by the aerospace and defense industries. The Engineering Services segment, which includes the recently acquired TASS, provides a complete range of design, engineering and program management services supporting aircraft lifecycles from conceptual design, analysis and certification through production support, fleet support and service life extensions via a complete turnkey engineering solution. | ||||||||||||
Corporate assets, liabilities and expenses related to the Company’s corporate offices, except for interest expense and income taxes, primarily support the Aerostructures segment. The table below presents information about reported segments on the basis used internally to evaluate segment performance: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net sales: | ||||||||||||
Aerostructures | $ | 331,654 | $ | 174,983 | $ | 168,145 | ||||||
Engineering Services | 83,717 | 105,607 | 87,527 | |||||||||
Eliminations | (2,814 | ) | (1,961 | ) | (1,632 | ) | ||||||
$ | 412,557 | $ | 278,629 | $ | 254,040 | |||||||
Gross profit: | ||||||||||||
Aerostructures | $ | 68,088 | $ | 47,947 | $ | 44,966 | ||||||
Engineering Services | 12,145 | 20,270 | 14,615 | |||||||||
Eliminations | (371 | ) | 91 | 69 | ||||||||
$ | 79,862 | $ | 68,308 | $ | 59,650 | |||||||
(Loss) income from operations: | ||||||||||||
Aerostructures | $ | (46,050 | ) | $ | 15,484 | $ | 18,334 | |||||
Engineering Services | (2,699 | ) | 10,480 | 6,522 | ||||||||
Eliminations | (371 | ) | 91 | 68 | ||||||||
$ | (49,120 | ) | $ | 26,055 | $ | 24,924 | ||||||
Depreciation, amortization and other non-cash charges: | ||||||||||||
Aerostructures (1) | $ | 91,557 | $ | 5,532 | $ | 6,013 | ||||||
Engineering Services (2) | 6,754 | 2,462 | 2,391 | |||||||||
Corporate (3) | $ | (7,950 | ) | $ | — | $ | — | |||||
$ | 90,361 | $ | 7,994 | $ | 8,404 | |||||||
(1)Includes a $73,528 for goodwill impairment in 2013 and $1,163 charge for impairment of intangible in 2011. | ||||||||||||
(2)Includes a $4,222 charge for impairment of intangible 2013. | ||||||||||||
(3)Includes write-off of contingent consideration of $7,950 in 2013. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Interest expense: | ||||||||||||
Aerostructures | $ | 1,054 | $ | 23 | $ | 5 | ||||||
Engineering Services | 53 | 25 | 12 | |||||||||
Corporate (1) | 15,855 | 1,723 | 652 | |||||||||
$ | 16,962 | $ | 1,771 | $ | 669 | |||||||
(1) Includes a $580 charge for deferred financing costs for the closed credit facility in 2012. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Capital expenditures: | ||||||||||||
Aerostructures (1) | $ | 23,600 | $ | 18,649 | $ | 8,716 | ||||||
Engineering Services | 549 | 880 | 1,551 | |||||||||
$ | 24,149 | $ | 19,529 | $ | 10,267 | |||||||
(1) Includes $411 and $746 for capital leases in 2013 and 2012, respectively. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Total assets: | ||||||||||||
Aerostructures | $ | 405,779 | $ | 446,902 | ||||||||
Engineering | 74,272 | 81,062 | ||||||||||
$ | 480,051 | $ | 527,964 | |||||||||
QUARTERLY_FINANCIAL_DATA_UNAUD
QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | ' | |||||||||||||||
QUARTERLY FINANCIAL DATA (UNAUDITED) | ||||||||||||||||
The results of any single quarter are not necessarily indicative of the Company’s results for the full year. Earnings per share data is computed independently for each of the periods presented. As a result, the sum of the earnings per share amounts for the quarter may not equal the total for the year. | ||||||||||||||||
2013 | First (1) | Second (2) | Third | Fourth (3) | ||||||||||||
Net sales | $ | 106,066 | $ | 105,465 | $ | 104,656 | $ | 96,370 | ||||||||
Gross profit (1) | $ | 20,054 | $ | 21,841 | $ | 20,418 | $ | 17,549 | ||||||||
Net income (loss) (2),(3),(4) | $ | 1,837 | $ | 4,664 | $ | 2,075 | $ | (67,061 | ) | |||||||
Amounts per common share: | ||||||||||||||||
Net income (loss) | $ | 0.15 | $ | 0.37 | $ | 0.16 | $ | (5.31 | ) | |||||||
Net income (loss) - assuming dilution | $ | 0.14 | $ | 0.37 | $ | 0.16 | $ | (5.31 | ) | |||||||
2012 | First | Second | Third | Fourth (4) | ||||||||||||
Net sales | $ | 66,749 | $ | 69,327 | $ | 70,636 | $ | 71,917 | ||||||||
Gross profit | $ | 16,518 | $ | 16,967 | $ | 18,584 | $ | 16,239 | ||||||||
Net income (3) | $ | 4,792 | $ | 5,105 | $ | 5,639 | $ | 951 | ||||||||
Amounts per common share: | ||||||||||||||||
Net income | $ | 0.41 | $ | 0.44 | $ | 0.48 | $ | 0.08 | ||||||||
Net income - assuming dilution | $ | 0.41 | $ | 0.43 | $ | 0.48 | $ | 0.08 | ||||||||
(1) The first quarter 2013 includes $2,497 of non-recurring inventory step-up related to the Valent acquisition. | ||||||||||||||||
(2) The second quarter of 2013 includes a trade name impairment of $4,222 related to D3 Technologies offset by a contingent consideration write-off of $7,950 related to Valent. | ||||||||||||||||
(3) The fourth quarter of 2013 includes a goodwill impairment charge of $73,528 related to the Valent acquisition, $17,718 related to income tax valuation allowance, $2,620 related to a separation agreement reached with key members of Valent Aerostructures, LLC. and $453 of restructuring expenses related to the closure of the Precise Machine facility. In addition, Valent gross profit was unfavorably impacted by $955 in cumulative catch-up adjustments, the result of higher levels of indirect costs required to meet customer demand. | ||||||||||||||||
(4) The fourth quarter of 2012 includes $4,860 in acquisition fees related to Valent. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
On January 23, 2014, the Company announced plans to relocate the work performed relative to machining operations at its Savannah, Georgia facility to other locations within the company. The Savannah facility will continue to perform kitting and assembly operations. As a result, severance expense of $66 was recognized in the first quarter of 2014. In addition, the Company expects to recognize approximately $500 in other project costs largely related to accelerated depreciation on capital in the first two quarters of 2014. It is expected that this reorganization will be completed by the end of the second quarter of 2014. | |
On February 21, 2014, Ronald S. Saks provided notice of his retirement and resignation as Chief Executive Officer and President of the Company, such resignation to be effective as of March 18, 2014. On February 21, 2014, the Board of Directors of the Company (the “Board”) appointed Mr. Saks as the non-executive Chairman of the Board to replace Joseph Burstein, the current Chairman, effective March 18, 2014. Mr. Burstein will continue to serve as a director on the Board. Also on February 21, 2014, on the recommendation of the Compensation Committee, the Board appointed Daniel G. Korte to succeed Mr. Saks as Chief Executive Officer and President of the Company effective March 18, 2014. Mr. Korte shall commence his employment with the Company on March 10, 2014 as Chief Executive Officer-Elect, a non-executive position, and begin serving as Chief Executive Officer and President on March 18, 2014. |
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||||||
LMI AEROSPACE, INC. | |||||||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||
(Dollar amounts in thousands) | |||||||||||||||||||||
December 31, 2013 | |||||||||||||||||||||
Beginning | Charge | Other | Write-offs | Ending Balance | |||||||||||||||||
Balance | to Cost/ | Charge | net of | ||||||||||||||||||
Expense | to Cost/ | Recoveries | |||||||||||||||||||
Expense | |||||||||||||||||||||
Reserve for Accounts Receivable | |||||||||||||||||||||
Year ended December 31, 2011 | $ | 253 | $ | 157 | $ | — | $ | (51 | ) | $ | 359 | ||||||||||
Year ended December 31, 2012 | $ | 359 | $ | (140 | ) | $ | 86 | $ | (18 | ) | $ | 287 | |||||||||
Year ended December 31, 2013 | $ | 287 | $ | (27 | ) | $ | — | $ | (80 | ) | $ | 180 | |||||||||
Income Tax Valuation Allowance | |||||||||||||||||||||
Year ended December 31, 2011 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Year ended December 31, 2012 | $ | — | $ | 261 | $ | — | $ | — | $ | 261 | |||||||||||
Year ended December 31, 2013 | $ | 261 | $ | 17,876 | $ | — | $ | — | $ | 18,137 | |||||||||||
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Principles of Consolidation | ' |
Principles of Consolidation | |
The Consolidated Financial Statements included in this report have been prepared by management of LMI Aerospace, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from these estimates. | |
Revenue Recognition | ' |
Revenue and Profit Recognition | |
Except as described below, the Company recognizes revenue for sales of products and related services in accordance with Financial Accounting Standards Board, (“FASB”) Accounting Standards Codification (“ASC”) Topic 605-15 Products and Topic 605-20 Services. The Company sells products under long term supply contracts and purchase orders where the product is built to the customer specifications based on firm purchase orders from the customer. The purchase orders tend to be of a relatively short duration and customers place orders on a periodic basis. The pricing is generally fixed for some length of time and the quantities are based on individual purchase orders. Revenue is recognized when title passes and services are rendered, the price is fixed or determinable, and collection is reasonably assured. Approximately 80.0% to 90.0% of the total revenue the Company recognized in any given quarter is accounted for in accordance with Topics 15 and 20. The remainder of the revenue is accounted for using methods consistent with ASC Topic 605-35 Construction-Type and Production-Type Contracts. | |
The percentage of completion method used to account for contracts depends on the nature of the products provided under the contract. For example, for contracts that require us to perform a significant level of development effort, in comparison to the total value of the contract, sales are recorded using the cost to cost method to measure progress toward completion. Under the cost to cost method of accounting, we recognize sales and estimated profit as costs are incurred based on the proportion that the incurred costs bare compared to total estimated costs. For contracts that require us to provide a substantial number of similar items without a significant level of development, we record sales and estimated profit on a percentage of completion basis using units of delivery as the basis to measure progress toward completing the contract. Under both methods, profit recognized is based on the total expected profit margin percentage multiplied by revenue recognized to date. | |
The Company periodically reviews all estimates to complete as required by the authoritative guidance and the estimated total cost and expected gross profit are revised as required over the life of the contract. Any revisions to the estimated total cost are accounted for as a change of an estimate. A cumulative catch-up adjustment is recorded in the period of the change of the estimated costs to complete the contract. | |
In addition, should total estimated costs at completion exceed the estimated total revenue, the anticipated full loss is recognized in the period in which the anticipated loss is determined. The loss is reported as a component of cost of sales. The Company does not have any cost to cost contracts with an anticipated loss. The Company does have a contract being accounted for using the units of delivery method which was acquired during the Valent acquisition and where estimated costs exceed the total contract revenue. | |
For contracts accounted for using the percentage of completion method, management’s estimates of total units to be produced, and material, labor and overhead costs on long-term contracts are critical to the Company. Due to the size, length of time and nature of many of our contracts, the estimation of revenue and costs through completion is complicated and subject to many variables. Claims and unpriced change orders will impact the estimate of total revenues and profits. In the ordinary course of business, the Company may receive requests from its customers to perform tasks not specified in its contracts. When this occurs on a long-term contract using the cost-to-cost method of percentage of completion accounting, the Company may record revenue for claims or unpriced change orders to be negotiated with customers. Approximately 0.5% of the Company's revenue recognized in 2013 represented amounts associated with claims and unpriced change orders. Total contract cost estimates are largely based our current cost of production, purchase order terms negotiated or estimated by our supply chain. | |
The development of a contract revenue and gross margin percentage involves utilization of detailed procedures by a team of operational and financial personnel that provides information on the status of the contracts. Estimates of revenue and costs associated with each significant contract are reviewed and approved by the team on a quarterly basis. | |
Due to the significance of the judgment in the estimation process described above, it is possible that materially different margins could be recorded if we used different assumptions or if the underlying circumstances were to change. | |
Pre-Contract and Pre-Production Costs under Long-Term Supply Contracts | ' |
Pre-Contract and Pre-Production Costs under Long-Term Supply Contracts | |
In certain circumstances, the Company capitalizes costs incurred prior to the execution of a contract with the customer. These circumstances are limited to instances in which the Company has substantially negotiated the terms and conditions of the anticipated contract with its customers and concluded that their recoverability from the anticipated contract is probable. As these costs are directly associated with a specific anticipated contract and they are concluded to be recoverable under that anticipated contract, the Company has capitalized these amounts. | |
The Company may incur design and development costs prior to the production phase of contracts that are outside the scope of the contract accounting method. These pre-production costs are generally related to costs the Company incurs to design and build tooling that is owned by the customer and design and engineering services. The Company receives the non-cancellable right to use these tools to build the parts as specified in a contractual agreement and therefore has capitalized these costs. In certain instances, the Company enters into agreements with its customers that provide it a contractual guarantee for reimbursement of design and engineering services incurred prior to the production phase of a contract. Due to the contractual guarantee, the Company capitalizes the costs of these services. The pre-production costs are amortized to cost of sales over the shorter of the life of the contractual agreement or the related tooling. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
Cash and cash equivalents include cash on hand, deposits in transit and all highly liquid investment instruments with an initial maturity of three months or less. | |
Inventories | ' |
Inventories | |
The Company’s inventories are stated at the lower of cost or market and utilize actual costs for raw materials and an average cost for work in process, manufactured and purchased components and finished goods. The Company evaluates the inventory carrying value and reduces the carrying costs based on customer activity, estimated future demand, price deterioration, and other relevant information. The Company’s customer demand is unpredictable and may fluctuate due to factors beyond the Company’s control. In addition, inventoried costs include capitalized contract costs relating to programs and contracts with long-term production cycles, a portion of which is not expected to be realized within one year. See further discussion regarding deferred long-term contract costs under “Revenue and Profit Recognition” and “Pre-Contract and Pre-Production Costs under Long-Term Supply Contracts.” | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
The allowance for doubtful accounts receivable reflects the Company’s best estimate of probable losses inherent in its accounts receivable. The basis used to determine this value is derived from historical experience, specific allowances for known troubled customers and other known information. | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment | |
Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful lives of the assets. Estimated useful lives for buildings, machinery and equipment, and purchased software are 20 to 35 years, 4 to 10 years and 3 to 4 years, respectively. Amortization incurred under capital leases is reported with depreciation expense. | |
Long-Lived Assets | ' |
Long Lived Assets | |
Long lived assets held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. | |
Goodwill and Intangible Assets | ' |
Goodwill and Intangible Assets | |
The Company’s acquisitions involve the purchase of tangible and intangible assets and the assumption of certain liabilities. As part of the purchase price allocation, the Company allocates the purchase price to the tangible assets acquired and liabilities assumed based on estimated fair market values, and the remainder of the purchase price is allocated to intangibles and goodwill. Goodwill and intangible assets with indefinite lives are not amortized but are subject to an impairment assessment at least annually in relation to their fair value. Under guidelines established by FASB ASC Topic 280, the Company operates in two operating segments. However, the Company has recorded its goodwill and conducts testing for potential goodwill impairment at a reporting unit level. The reporting units represent a business for which discrete financial information is available, and segment management regularly reviews the operating results. As part of this process, the Company first assesses qualitatively whether it is necessary to perform the quantitative test. The qualitative assessment involves evaluating relevant events or circumstances to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If it is, the Company can bypass the quantitative assessment of goodwill. If it is not, or if the Company has elected to bypass the qualitative assessment process, the quantitative assessment of goodwill utilizes a two-step process, where the carrying value of the reporting unit is compared to its fair value. If the carrying value is less than the fair value, no impairment exists, and the second step is not performed. However, if the carrying value is greater than the fair value, the second step is performed. An impairment charge would be recognized for the amount that the carrying value of the goodwill exceeds its fair value. The fair values for goodwill testing are estimated using a combination of the income and market approach unless circumstances indicate that a better estimate of fair value is available. The income approach utilizes the discounted cash flow model (“DCF model”) and the market approach is based on the market data for a group of guideline companies. | |
Deferred Gain on Sale of Real Estate | ' |
Deferred Gain on Sale of Real Estate | |
On December 28, 2006, the Company entered into an agreement with a third party to sell and lease back certain of its real estate properties for $10,250. The amount of the sale price in excess of book value for these properties of $4,242 was deferred and is being amortized over the 18 year term of the leases on a straight-line basis. | |
Share-based Compensation | ' |
Share-Based Compensation | |
The Company recognizes compensation expense for share-based payment transactions in the financial statements at their fair value. The expense is measured at the grant date, based on the calculated fair value of the share-based award, and is recognized over the requisite service period (generally the vesting period of the equity award). | |
Income Taxes | ' |
Income Taxes | |
Provisions for federal and state income taxes are calculated on reported net income before income taxes based on current tax law and also include, in the current period, the cumulative effect of any changes in tax rates from those used previously in determining deferred tax assets and liabilities. Such provisions differ from the amounts currently receivable or payable because certain items of income and expense are recognized in different time periods for financial reporting purposes than for income tax purposes. Significant judgment is required in determining income tax provisions and evaluating tax positions. | |
A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net deferred tax assets that are more likely than not to be realized, Management assesses all available positive and negative evidence. This evidence includes, but is not limited to, prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified. As such, it is generally difficult for positive evidence regarding projected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reporting losses. | |
Based on these criteria and the relative weighting of both the positive and negative evidence available, and in particular the activity surrounding the Company's significant loss in 2013, management determined that it was necessary to establish a valuation allowance against all of its net U.S. deferred tax assets at December 31, 2013. This determination was made as the Company entered into a cumulative loss position over the three year period ended December 31, 2013 primarily due to the recording a goodwill impairment of $73,528 related to Valent. Once the Company entered into a cumulative loss position it has passed the threshold after which there is a presumption that a company should no longer rely solely on projected future income in determining whether the deferred tax asset is more likely than not to be realized. The Company will continue to monitor its deferred tax position and may adjust the valuation allowance, if necessary, for utilization of the underlying deferred tax assets through current taxable income or as available evidence changes. | |
The accounting for uncertainty in income taxes requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured for financial statement purposes and the tax position taken or expected to be taken on our tax return. To the extent that management’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. | |
Financial Instruments | ' |
Financial Instruments | |
Fair values of the Company’s long-term obligations approximate their carrying values as the applicable interest rates approximate the current market rates or have variable rate characteristics. The Company’s other financial instruments have fair values that approximate their respective carrying values due to their short maturities. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to prior period financial statements in order to conform to current period presentation. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-5, "Foreign Currency Matters". The amendments in ASU 2013-5 resolve the diversity in practice about whether current literature applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. In addition, the amendments in ASU 2013-5 resolve the diversity in practice for the treatment of business combinations achieved in stages (sometimes also referred to as step acquisitions) involving a foreign entity. ASU 2013-5 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. | |
In July 2013, FASB issued ASU 2013-10, “Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes”, which amends the current accounting requirements in Topic 815 “Derivatives and Hedging”. Before the amendments in this update, only interest rates on direct Treasury obligations of the U.S. government (“UST”) and, for practical reasons, the London Interbank Offered Rate (“LIBOR”) swap rate were considered benchmark interest rates in the United States. Due the increased importance of OIS (“Overnight Index Swap Rate” or also referred to as the “Fed Funds Effective Swap Rate”), the objective of this update is to provide for the inclusion of OIS as a U.S. benchmark interest rate for hedge accounting purposes, in addition to UST and LIBOR. This amendment became effective for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. | |
In July 2013, FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”. ASU 2013-11 requires entities to net its liability for unrecognized tax positions against a net operating loss carryforward, a similar tax loss or a tax credit carryforward when settlement in this manner is available under the tax law. The provisions of this new guidance are effective as of the beginning of the Company’s first quarter of 2014. The adoption of this standard is not expected to have a material impact on the Company's consolidated financial statements. |
ACCOUNTING_POLICIES_Tables
ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of catch-up adjustments | ' | ||||||||
Cumulative catch-up adjustments had the following impact to operating income in the years presented: | |||||||||
2013 | 2012 | 2011 | |||||||
Favorable adjustments | 106 | 587 | 492 | ||||||
Unfavorable adjustments | (1,609 | ) | (519 | ) | (779 | ) | |||
Net operating income adjustments | (1,503 | ) | 68 | (287 | ) | ||||
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Pro forma consolidated operating results | ' | |||||||
The following table presents unaudited pro-forma consolidated operating results for the Company for the years ended December 31, 2012 and 2011, as if Valent had been acquired as of the beginning of the periods presented: | ||||||||
December 31, | ||||||||
2012 | 2011 | |||||||
Net sales | $ | 386,402 | $ | 340,551 | ||||
Net income | 12,899 | 10,152 | ||||||
Valent Aerostructures, LLC [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Summary of purchase price allocation | ' | |||||||
The following table summarizes the final purchase price allocation for Valent at the date of acquisition: | ||||||||
Cash | $ | 44 | ||||||
Accounts receivable | 16,769 | |||||||
Inventory | 28,053 | |||||||
Prepaid expenses and other current assets | 640 | |||||||
Fixed assets | 56,075 | |||||||
Intangible assets | 46,546 | |||||||
Other long-term assets | 1,576 | |||||||
Goodwill | 129,816 | |||||||
Current liabilities assumed | (25,187 | ) | ||||||
Long-term liabilities assumed | (23,080 | ) | ||||||
Cost of acquisition | $ | 231,252 | ||||||
TASS, Inc. [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Summary of purchase price allocation | ' | |||||||
The following table summarizes the purchase price allocation for TASS at the date of acquisition: | ||||||||
Cash | $ | 617 | ||||||
Accounts receivable | 1,979 | |||||||
Other assets | 175 | |||||||
Fixed assets | 196 | |||||||
Intangible assets | 2,247 | |||||||
Goodwill | 6,313 | |||||||
Current liabilities assumed | (1,247 | ) | ||||||
Cost of acquisition | $ | 10,280 | ||||||
ASSETS_AND_LIABILITIES_MEASURE1
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Valuation methodologies used for assets measured at fair value | ' | |||||||||||||||||||
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the methodologies used at December 31, 2013. There were no transfers between levels during 2013 and 2012. | ||||||||||||||||||||
2013 | ||||||||||||||||||||
Assets and Liabilities at Fair Value | Total | |||||||||||||||||||
as of December 31, 2013 | Gains | |||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | (Losses) | ||||||||||||||||
Recurring Fair Value Measurement: | ||||||||||||||||||||
Asset: | ||||||||||||||||||||
Interest rate derivatives (1) | $ | 18 | $ | — | $ | 18 | $ | — | $ | — | ||||||||||
Liabilities: | ||||||||||||||||||||
Interest rate derivatives (1) | $ | 392 | $ | — | $ | 392 | $ | — | $ | — | ||||||||||
Non-recurring Fair Value Measurements: | ||||||||||||||||||||
Asset: | ||||||||||||||||||||
Intangible assets, net (3,4) | $ | 55,465 | $ | — | $ | — | $ | 55,465 | $ | (4,222 | ) | |||||||||
Goodwill (5) | $ | 113,223 | $ | — | $ | — | $ | 113,223 | $ | (73,528 | ) | |||||||||
Liabilities | ||||||||||||||||||||
Contingent Consideration (2) | — | $ | — | — | $ | — | $ | 7,950 | ||||||||||||
$ | (69,800 | ) | ||||||||||||||||||
2012 | ||||||||||||||||||||
Assets at Fair Value | Total | |||||||||||||||||||
as of December 31, 2012 | Gains | |||||||||||||||||||
Total | (Level 1) | (Level 2) | (Level 3) | (Losses) | ||||||||||||||||
Recurring Fair Value Measurement: | ||||||||||||||||||||
Contingent Consideration (2) | $ | 7,950 | $ | — | $ | — | $ | 7,950 | $ | — | ||||||||||
Non-recurring Fair Value Measurements: | ||||||||||||||||||||
Intangible assets, net (4) | $ | 48,793 | — | — | 48,793 | $ | — | |||||||||||||
— | ||||||||||||||||||||
(1) The fair values of interest rate derivatives are the amount the company would receive or pay to terminate the contracts, considering quoted market prices of comparable agreements. (Also see Note 10 to the Consolidated Financial Statements) | ||||||||||||||||||||
(2) The Monte Carlo simulation was used with a normal probability distribution of the best estimate of EBITDA for 2013 to approximate fair value. At June 30, 2013, the EBITDA target was not expected to occur and, as such, the $7,950 of contingent consideration was deemed unlikely to be paid, and a benefit was recorded on a separate line in the Condensed Consolidated Statements of Operations for the year ended December 31, 2013. | ||||||||||||||||||||
(3) During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name became obsolete and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired and a loss was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013 | ||||||||||||||||||||
(4) The fair values of intangibles relating to the 2012 acquisitions of TASS and Valent were determined by third parties in connection with the purchase and recorded at those values. | ||||||||||||||||||||
(5) During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. |
ACCOUNTS_RECEIVABLE_NET_Tables
ACCOUNTS RECEIVABLE NET (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Receivables [Abstract] | ' | |||||||
Schedule of accounts receivable, net | ' | |||||||
Accounts receivable, net consists of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Trade receivables | $ | 63,804 | $ | 50,876 | ||||
Unbilled revenue | 7,256 | 12,372 | ||||||
Other receivables | 1,973 | 6,198 | ||||||
73,033 | 69,446 | |||||||
Less: Allowance for doubtful accounts | (180 | ) | (287 | ) | ||||
Accounts receivable, net | $ | 72,853 | $ | 69,159 | ||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 17,099 | $ | 14,946 | ||||
Work in progress | 21,605 | 20,012 | ||||||
Manufactured and purchased components | 21,675 | 18,898 | ||||||
Finished goods | 40,572 | 30,792 | ||||||
Product inventory | 100,951 | 84,648 | ||||||
Capitalized contract costs (1) | 12,227 | 5,391 | ||||||
Total inventories | $ | 113,178 | $ | 90,039 | ||||
(1) 2013 includes a reduction to inventory of $2,057 related to a loss reserve on a long-term production contract. |
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule of property, plant and equipment | ' | |||||||
Depreciation expense (including amortization expense on software) recorded by the Company totaled $15,913, $5,894 and $5,219 for 2013, 2012 and 2011, respectively. | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Land | $ | 1,455 | $ | 1,455 | ||||
Buildings and improvements | 23,692 | 18,676 | ||||||
Machinery and equipment | 122,132 | 108,391 | ||||||
Leasehold improvements | 14,421 | 10,559 | ||||||
Software and other | 11,403 | 10,629 | ||||||
Construction in progress | 5,031 | 7,168 | ||||||
Total gross property, plant and equipment | 178,134 | 156,878 | ||||||
Less accumulated depreciation | (74,759 | ) | (60,660 | ) | ||||
Total net property, plant and equipment | $ | 103,375 | $ | 96,218 | ||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule of goodwill | ' | |||||||||||||||||||||||
The following table summarizes the net carrying amount of goodwill by segment at December 31, 2013 and 2012, respectively: | ||||||||||||||||||||||||
Engineering | ||||||||||||||||||||||||
Aerostructures | Services | Total | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Balance at December 31, | ||||||||||||||||||||||||
Gross Goodwill | $ | 141,663 | $ | 135,431 | $ | 50,741 | $ | 49,536 | $ | 192,404 | $ | 184,967 | ||||||||||||
Accumulated impairment loss | (79,181 | ) | (5,653 | ) | — | — | (79,181 | ) | (5,653 | ) | ||||||||||||||
Net Goodwill | $ | 62,482 | $ | 129,778 | $ | 50,741 | $ | 49,536 | $ | 113,223 | $ | 179,314 | ||||||||||||
Finite and infinite lived intangible assets | ' | |||||||||||||||||||||||
The carrying values were as follows: | ||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Trademarks | $ | 778 | $ | 5,000 | ||||||||||||||||||||
Customer intangible assets | 68,991 | 68,991 | ||||||||||||||||||||||
Other | 1,481 | 1,481 | ||||||||||||||||||||||
Accumulated amortization | (15,785 | ) | (11,138 | ) | ||||||||||||||||||||
Intangible assets, net | $ | 55,465 | $ | 64,334 | ||||||||||||||||||||
Estimated annual amortization expense | ' | |||||||||||||||||||||||
Estimated annual amortization expense for these intangibles is as follows: | ||||||||||||||||||||||||
Year ending December 31, | ||||||||||||||||||||||||
2014 | $ | 4,524 | ||||||||||||||||||||||
2015 | 4,359 | |||||||||||||||||||||||
2016 | 4,134 | |||||||||||||||||||||||
2017 | 3,915 | |||||||||||||||||||||||
2018 | 3,563 | |||||||||||||||||||||||
Thereafter | 34,970 | |||||||||||||||||||||||
$ | 55,465 | |||||||||||||||||||||||
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of accrued expenses | ' | |||||||
Accrued expenses consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Accrued payroll | $ | 3,286 | $ | 3,362 | ||||
Accrued bonus | 958 | 1,493 | ||||||
Accrued vacation & holiday | 3,516 | 3,257 | ||||||
Accrued employee benefits | 1,847 | 1,815 | ||||||
Accrued operating lease obligations | 2,002 | 1,706 | ||||||
Contingent consideration | — | 7,950 | ||||||
Accrued professional fees | 1,253 | 754 | ||||||
Loss reserve on long-term production contracts | 3,165 | — | ||||||
Other | 3,055 | 3,366 | ||||||
Total accrued expenses | $ | 19,082 | $ | 23,703 | ||||
LONGTERM_DEBT_AND_CAPITAL_LEAS1
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term debt | ' | |||||||
Long-term debt and capital lease obligations consist of the following: | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Revolver under credit agreement, variable | $ | 36,000 | $ | 6,236 | ||||
Term loan under credit agreement, variable | 222,750 | 225,000 | ||||||
Missouri IRBs at fixed rate of 2.80% at December 31, 2013 | 7,756 | 8,113 | ||||||
Capital Leases, at fixed rates ranging from 2.04% to 7.73% at December 31, 2013 and 3.00% to 7.73% at December 31, 2012 | 14,572 | 15,316 | ||||||
Notes payable, principal and interest payable monthly, at fixed rates, up to 3.60% and 3.25% at December 31, 2013 and 2012, respectively | 9,533 | 6,034 | ||||||
Total debt | 290,611 | 260,699 | ||||||
Less current installments | 5,242 | 5,632 | ||||||
Total long-term debt and capital lease obligations | $ | 285,369 | $ | 255,067 | ||||
Five year maturities of long-term debt | ' | |||||||
The long-term debt and capital lease payment obligations including the current portion thereof required in each of the next five years and thereafter are as follows: | ||||||||
Year ending December 31, | Long-Term | Capital Leases | ||||||
Debt (1) | ||||||||
2014 | $ | 4,079 | $ | 1,715 | ||||
2015 | 4,112 | 1,946 | ||||||
2016 | 3,536 | 1,915 | ||||||
2017 | 41,390 | 1,963 | ||||||
2018 | 214,982 | 2,223 | ||||||
Thereafter | 7,940 | 7,672 | ||||||
Total | 276,039 | 17,434 | ||||||
Less: imputed interest | — | (2,862 | ) | |||||
Total | $ | 276,039 | $ | 14,572 | ||||
(1) Includes principal only |
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||
Derivatives recognized in the Condensed Consolidated Balance Sheet | ' | ||||||||||
The derivatives are recognized in the Condensed Consolidated Balance Sheet at fair value, as of December 31, 2013 as follows: | |||||||||||
Derivative Assets and Liabilities | Location in Condensed | 31-Dec-13 | |||||||||
Consolidated Balance Sheet | |||||||||||
Derivative designated as hedging instrument: | |||||||||||
Interest rate purchased options at fair value | Other current assets | $ | 18 | ||||||||
Derivative designated as hedging instrument: | |||||||||||
Interest rate swaps at fair value | Other long term liabilities | $ | 392 | ||||||||
Derivatives recognized in AOCI and earnings | ' | ||||||||||
The following amounts are included in AOCI and earnings for the year ended December 31, 2013: | |||||||||||
Net of Tax | |||||||||||
Derivatives in Cash Flow Hedging Relationship | Effective portion | Effective | |||||||||
of (Gain) Loss Recognized in AOCI on | Portion of | ||||||||||
Derivative | (Gain) Loss Reclassified | ||||||||||
from AOCI | |||||||||||
into | |||||||||||
Earnings(1) | |||||||||||
Year ended December 31, 2013 | |||||||||||
Interest rate derivatives | $ | 278 | $ | — | |||||||
(1) No amounts related to the interest rate derivatives were reclassified from AOCI to interest expense during the period. |
LOSS_EARNINGS_PER_COMMON_SHARE1
(LOSS) EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Calculation of basic and diluted earnings per share | ' | |||||||||||
The following table shows a reconciliation of the numerators and denominators used in calculating basic and diluted earnings per share. | ||||||||||||
Year ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerators | ||||||||||||
Net (loss) income | $ | (58,485 | ) | $ | 16,487 | $ | 16,389 | |||||
Denominators | ||||||||||||
Weighted average common shares - basic | 12,607,833 | 11,701,607 | 11,559,895 | |||||||||
Dilutive effect of restricted stock | — | 137,575 | 181,618 | |||||||||
Weighted average common shares - diluted | 12,607,833 | 11,839,182 | 11,741,513 | |||||||||
Basic earnings per share | $ | (4.64 | ) | $ | 1.41 | $ | 1.42 | |||||
Diluted earnings per share | $ | (4.64 | ) | $ | 1.39 | $ | 1.4 | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of future minimum lease payments under operating leases | ' | |||
At December 31, 2013, the future minimum lease payments under operating leases with initial non-cancelable terms in excess of one year are as follows: | ||||
2014 | $ | 6,909 | ||
2015 | 6,327 | |||
2016 | 5,757 | |||
2017 | 4,997 | |||
2018 | 4,832 | |||
Thereafter | 22,365 | |||
$ | 51,187 | |||
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||
Summary of the activity for non-vested restricted stock awards | ' | ||||||
A summary of the activity for non-vested restricted stock awards under the Company’s share-based compensation plans is presented below: | |||||||
2013 | |||||||
Restricted Stock Awards | Shares | Weighted Average | |||||
Grant Date Fair | |||||||
Value | |||||||
Outstanding at January 1 | 189,828 | $ | 18.76 | ||||
Granted | 67,996 | 21.42 | |||||
Vested | (35,323 | ) | 17.67 | ||||
Forfeited | (2,750 | ) | 20.2 | ||||
Outstanding at December 31 | 219,751 | $ | 19.74 | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of deferred tax assets and liabilities | ' | |||||||||||
The temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to the deferred income tax assets and liabilities are as follows: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Current deferred tax assets (liabilities): | ||||||||||||
Inventories | $ | 3,871 | $ | 1,888 | ||||||||
Accrued vacation | 912 | 705 | ||||||||||
Stock award | 891 | 522 | ||||||||||
Obligation under operating leases | 733 | 587 | ||||||||||
Other | 164 | 137 | ||||||||||
Net current deferred tax asset | 6,571 | 3,839 | ||||||||||
Long-term deferred tax assets (liabilities): | ||||||||||||
Goodwill | 20,904 | 215 | ||||||||||
Depreciation | (6,178 | ) | (6,151 | ) | ||||||||
Long-term contract costs | (4,475 | ) | (1,941 | ) | ||||||||
Amortization of intangibles | (3,265 | ) | (3,646 | ) | ||||||||
Professional fees | 1,852 | 1,946 | ||||||||||
Gain on sale of real estate | 954 | 1,022 | ||||||||||
NOL Carryforwards | 1,031 | 261 | ||||||||||
Other | 525 | (177 | ) | |||||||||
Net long-term deferred tax assets (liabilities) | 11,348 | (8,471 | ) | |||||||||
Less: valuation allowance | (18,137 | ) | (261 | ) | ||||||||
Net deferred tax assets (liabilities) | $ | (218 | ) | $ | (4,893 | ) | ||||||
Schedule of income tax provision attributable to income before income taxes | ' | |||||||||||
The Company’s income tax (benefit) provision attributable to income before taxes consisted of the following for the years ended December 31, 2013, 2012 and 2011: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal: | ||||||||||||
Current | $ | (676 | ) | $ | 7,926 | $ | 5,658 | |||||
Deferred | (6,066 | ) | (109 | ) | 1,149 | |||||||
(6,742 | ) | 7,817 | 6,807 | |||||||||
State: | ||||||||||||
Current | 120 | 346 | 225 | |||||||||
Deferred | (357 | ) | (10 | ) | 104 | |||||||
(237 | ) | 336 | 329 | |||||||||
(Benefit) provision for income taxes | $ | (6,979 | ) | $ | 8,153 | $ | 7,136 | |||||
Schedule of effective income tax rate reconciliation | ' | |||||||||||
The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense is as follows: | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal taxes | $ | (22,912 | ) | $ | 8,627 | $ | 8,235 | |||||
State and local taxes, net of federal benefit | (1,119 | ) | 336 | 329 | ||||||||
Production deduction | — | (530 | ) | (508 | ) | |||||||
Valuation allowance | 17,718 | — | — | |||||||||
Research and experimental and other tax credits | (634 | ) | (300 | ) | (665 | ) | ||||||
Other | (32 | ) | 20 | (255 | ) | |||||||
(Benefit) provision for income taxes | $ | (6,979 | ) | $ | 8,153 | $ | 7,136 | |||||
RESTRUCTURING_Tables
RESTRUCTURING (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Summary of incurred and expected restructuring charges | ' | |||||||||||
The following table summarizes the incurred and expected charges associated with these restructuring activities: | ||||||||||||
Incurred in Year | Remaining | Total Expense | ||||||||||
Ended | Expense to be | Expected to be | ||||||||||
31-Dec-13 | Incurred | Incurred | ||||||||||
(In Thousands) | ||||||||||||
Employee severance arrangement - Precise closure | $ | 453 | $ | 116 | $ | 569 | ||||||
Employee separation agreement - Valent | 2,616 | — | 2,616 | |||||||||
Lease termination costs - Precise closure | — | 165 | 165 | |||||||||
Other | 4 | 125 | 129 | |||||||||
Total | $ | 3,073 | $ | 406 | $ | 3,479 | ||||||
Summary of restructuring activity | ' | |||||||||||
The following table summarizes restructuring activity related to the Precise Machine facility closure and the Valent Aerostructures, LLC separation agreement: | ||||||||||||
Employee | ||||||||||||
Severance | Other | Total | ||||||||||
(In Thousands) | ||||||||||||
Accrued restructuring balance as of December 31, 2012 | $ | — | $ | — | $ | — | ||||||
Accrual additions | 3,069 | 4 | 3,073 | |||||||||
Cash payments | (2,647 | ) | (4 | ) | (2,651 | ) | ||||||
Accrued restructuring balance as of December 31, 2013 | $ | 422 | $ | — | $ | 422 | ||||||
BUSINESS_SEGMENT_INFORMATION_T
BUSINESS SEGMENT INFORMATION (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Information about reported segments on the basis used internally to evaluate segment performance | ' | |||||||||||
The table below presents information about reported segments on the basis used internally to evaluate segment performance: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Net sales: | ||||||||||||
Aerostructures | $ | 331,654 | $ | 174,983 | $ | 168,145 | ||||||
Engineering Services | 83,717 | 105,607 | 87,527 | |||||||||
Eliminations | (2,814 | ) | (1,961 | ) | (1,632 | ) | ||||||
$ | 412,557 | $ | 278,629 | $ | 254,040 | |||||||
Gross profit: | ||||||||||||
Aerostructures | $ | 68,088 | $ | 47,947 | $ | 44,966 | ||||||
Engineering Services | 12,145 | 20,270 | 14,615 | |||||||||
Eliminations | (371 | ) | 91 | 69 | ||||||||
$ | 79,862 | $ | 68,308 | $ | 59,650 | |||||||
(Loss) income from operations: | ||||||||||||
Aerostructures | $ | (46,050 | ) | $ | 15,484 | $ | 18,334 | |||||
Engineering Services | (2,699 | ) | 10,480 | 6,522 | ||||||||
Eliminations | (371 | ) | 91 | 68 | ||||||||
$ | (49,120 | ) | $ | 26,055 | $ | 24,924 | ||||||
Depreciation, amortization and other non-cash charges: | ||||||||||||
Aerostructures (1) | $ | 91,557 | $ | 5,532 | $ | 6,013 | ||||||
Engineering Services (2) | 6,754 | 2,462 | 2,391 | |||||||||
Corporate (3) | $ | (7,950 | ) | $ | — | $ | — | |||||
$ | 90,361 | $ | 7,994 | $ | 8,404 | |||||||
(1)Includes a $73,528 for goodwill impairment in 2013 and $1,163 charge for impairment of intangible in 2011. | ||||||||||||
(2)Includes a $4,222 charge for impairment of intangible 2013. | ||||||||||||
(3)Includes write-off of contingent consideration of $7,950 in 2013. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Interest expense: | ||||||||||||
Aerostructures | $ | 1,054 | $ | 23 | $ | 5 | ||||||
Engineering Services | 53 | 25 | 12 | |||||||||
Corporate (1) | 15,855 | 1,723 | 652 | |||||||||
$ | 16,962 | $ | 1,771 | $ | 669 | |||||||
(1) Includes a $580 charge for deferred financing costs for the closed credit facility in 2012. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Capital expenditures: | ||||||||||||
Aerostructures (1) | $ | 23,600 | $ | 18,649 | $ | 8,716 | ||||||
Engineering Services | 549 | 880 | 1,551 | |||||||||
$ | 24,149 | $ | 19,529 | $ | 10,267 | |||||||
(1) Includes $411 and $746 for capital leases in 2013 and 2012, respectively. | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Total assets: | ||||||||||||
Aerostructures | $ | 405,779 | $ | 446,902 | ||||||||
Engineering | 74,272 | 81,062 | ||||||||||
$ | 480,051 | $ | 527,964 | |||||||||
QUARTERLY_FINANCIAL_DATA_UNAUD1
QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Schedule of quarterly financial data | ' | |||||||||||||||
Earnings per share data is computed independently for each of the periods presented. As a result, the sum of the earnings per share amounts for the quarter may not equal the total for the year. | ||||||||||||||||
2013 | First (1) | Second (2) | Third | Fourth (3) | ||||||||||||
Net sales | $ | 106,066 | $ | 105,465 | $ | 104,656 | $ | 96,370 | ||||||||
Gross profit (1) | $ | 20,054 | $ | 21,841 | $ | 20,418 | $ | 17,549 | ||||||||
Net income (loss) (2),(3),(4) | $ | 1,837 | $ | 4,664 | $ | 2,075 | $ | (67,061 | ) | |||||||
Amounts per common share: | ||||||||||||||||
Net income (loss) | $ | 0.15 | $ | 0.37 | $ | 0.16 | $ | (5.31 | ) | |||||||
Net income (loss) - assuming dilution | $ | 0.14 | $ | 0.37 | $ | 0.16 | $ | (5.31 | ) | |||||||
2012 | First | Second | Third | Fourth (4) | ||||||||||||
Net sales | $ | 66,749 | $ | 69,327 | $ | 70,636 | $ | 71,917 | ||||||||
Gross profit | $ | 16,518 | $ | 16,967 | $ | 18,584 | $ | 16,239 | ||||||||
Net income (3) | $ | 4,792 | $ | 5,105 | $ | 5,639 | $ | 951 | ||||||||
Amounts per common share: | ||||||||||||||||
Net income | $ | 0.41 | $ | 0.44 | $ | 0.48 | $ | 0.08 | ||||||||
Net income - assuming dilution | $ | 0.41 | $ | 0.43 | $ | 0.48 | $ | 0.08 | ||||||||
(1) The first quarter 2013 includes $2,497 of non-recurring inventory step-up related to the Valent acquisition. | ||||||||||||||||
(2) The second quarter of 2013 includes a trade name impairment of $4,222 related to D3 Technologies offset by a contingent consideration write-off of $7,950 related to Valent. | ||||||||||||||||
(3) The fourth quarter of 2013 includes a goodwill impairment charge of $73,528 related to the Valent acquisition, $17,718 related to income tax valuation allowance, $2,620 related to a separation agreement reached with key members of Valent Aerostructures, LLC. and $453 of restructuring expenses related to the closure of the Precise Machine facility. In addition, Valent gross profit was unfavorably impacted by $955 in cumulative catch-up adjustments, the result of higher levels of indirect costs required to meet customer demand. | ||||||||||||||||
(4) The fourth quarter of 2012 includes $4,860 in acquisition fees related to Valent. |
ACCOUNTING_POLICIES_Details
ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2006 | Dec. 28, 2006 | |
Accounting Policies [Abstract] | ' | ' | ' | |
Revenue recognition, percentage of revenue subject to guidance in ASC 605-15 and 605-20, minimum | 80.00% | ' | ' | |
Revenue recognition, percentage of revenue subject to guidance in ASC 605-15 and 605-20, maximum | 90.00% | ' | ' | |
Percentage of revenue associated with claims and unpriced change orders | 0.50% | ' | ' | |
Sell and lease back of real estate properties | ' | $10,250 | ' | |
Amount of the sale price in excess of book value | ' | ' | 4,242 | |
Impairment loss on goodwill | $73,528 | [1] | ' | ' |
Lease term of property | ' | '18 years | ' | |
[1] | During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. |
ACCOUNTING_POLICIES_ACQUISITIO
ACCOUNTING POLICIES, ACQUISITIONS (Details) (Valent Aerostructures, LLC [Member], USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 |
Valent Aerostructures, LLC [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Adjustment to loss provision on long-term production contract | $5,267 | $5,267 |
ACCOUNTING_POLICIES_CHANGE_IN_
ACCOUNTING POLICIES, CHANGE IN ACCOUNTING ESTIMATE (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
contract | |||
Contracts Accounted for under Percentage of Completion [Member] | ' | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' | ' |
Favorable adjustments | $106 | $587 | $492 |
Unfavorable adjustments | 1,609 | 519 | 779 |
Net operating income adjustments | -1,503 | 68 | -287 |
Number of contracts with negative cumulative catch-up adjustments | 2 | ' | ' |
B-787 Dreamliner [Member] | ' | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' | ' |
Program revenue | 13,397 | ' | ' |
B-787 Dreamliner [Member] | Contracts Accounted for under Percentage of Completion [Member] | ' | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' | ' |
Unfavorable adjustments | 811 | ' | ' |
EMB-KC390 [Member] | ' | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' | ' |
Program revenue | 17,131 | ' | ' |
EMB-KC390 [Member] | Contracts Accounted for under Percentage of Completion [Member] | ' | ' | ' |
Change in Accounting Estimate [Line Items] | ' | ' | ' |
Unfavorable adjustments | $706 | ' | ' |
ACCOUNTING_POLICIES_ACCOUNTING
ACCOUNTING POLICIES ACCOUNTING POLICIES, PROPERTY, PLANT AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Building [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '35 years |
Building [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '20 years |
Machinery and Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '10 years |
Machinery and Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '4 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '4 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives | '3 years |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 28, 2012 | Dec. 31, 2013 | Dec. 28, 2012 | Dec. 31, 2013 | Aug. 07, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 07, 2012 | Dec. 31, 2013 | Aug. 07, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | Restricted Stock [Member] | ||||
Customer Relationships [Member] | Customer Relationships [Member] | Trademarks and Other Intangibles [Member] | Trademarks and Other Intangibles [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Trademarks and Other Intangibles [Member] | Trademarks and Other Intangibles [Member] | Valent Aerostructures, LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | ' | ' | 28-Dec-12 | ' | ' | ' | ' | ' | ' | ' | 7-Aug-12 | ' | ' | ' | ' | ' | ' |
Equity interests issued | ' | $15,000 | ' | ' | ' | $15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock eligible for conversion in June 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Acquisition related costs | 247 | 5,362 | 0 | ' | 4,860 | 5,107 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets | ' | ' | ' | 46,546 | ' | ' | ' | ' | 45,600 | ' | 946 | ' | 2,247 | ' | ' | 1,876 | ' | 371 | ' | ' |
Weighted average estimated useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years 3 months 18 days | ' | '5 years 6 months | ' | ' | ' | ' | '11 years 10 months 24 days | ' | '2 years 10 months 24 days | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | 386,402 | 340,551 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | 12,899 | 10,152 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary of purchase price allocation [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | 44 | ' | ' | ' | ' | ' | ' | ' | ' | 617 | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | 16,769 | ' | ' | ' | ' | ' | ' | ' | ' | 1,979 | ' | ' | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | 28,053 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' | 640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175 | ' | ' | ' | ' | ' | ' | ' |
Fixed assets | ' | ' | ' | 56,075 | ' | ' | ' | ' | ' | ' | ' | ' | 196 | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | 46,546 | ' | ' | ' | ' | ' | ' | ' | ' | 2,247 | ' | ' | ' | ' | ' | ' | ' |
Other long-term assets | ' | ' | ' | 1,576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 113,223 | 179,314 | ' | 129,816 | 123,584 | ' | 123,584 | ' | ' | ' | ' | ' | 6,313 | 6,313 | 6,628 | ' | ' | ' | ' | ' |
Current liabilities assumed | ' | ' | ' | -25,187 | ' | ' | ' | ' | ' | ' | ' | ' | -1,247 | ' | ' | ' | ' | ' | ' | ' |
Long-term liabilities assumed | ' | ' | ' | -23,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of acquisition | ' | ' | ' | $231,252 | ' | ' | ' | ' | ' | ' | ' | ' | $10,280 | ' | ' | ' | ' | ' | ' | ' |
ASSETS_AND_LIABILITIES_MEASURE2
ASSETS AND LIABILITIES MEASURED AT FAIR VALUE (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Impairment loss on intangible assets | ' | $4,222 | [1],[2] | $0 | [1] | $1,163 |
Impairment loss on goodwill | ' | 73,528 | [3] | ' | ' | |
Fair value adjustment of liability | ' | 7,950 | [4] | ' | ' | |
Total gains (losses) | ' | -69,800 | 0 | ' | ||
Contingent consideration write-off | 7,950 | 7,950 | 0 | 0 | ||
Recurring Fair Value Measurement [Member] | ' | ' | ' | ' | ||
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Contingent consideration | ' | ' | 7,950 | [4] | ' | |
Recurring Fair Value Measurement [Member] | Level 1 [Member] | ' | ' | ' | ' | ||
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Contingent consideration | ' | 0 | [4] | 0 | [4] | ' |
Recurring Fair Value Measurement [Member] | Level 2 [Member] | ' | ' | ' | ' | ||
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Contingent consideration | ' | ' | 0 | [4] | ' | |
Recurring Fair Value Measurement [Member] | Level 3 [Member] | ' | ' | ' | ' | ||
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Contingent consideration | ' | 0 | [4] | 7,950 | [4] | ' |
Non-recurring Fair Value Measurement [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Intangible assets, net | ' | 55,465 | [1],[2] | 48,793 | [1] | ' |
Goodwill | ' | 113,223 | [3] | ' | ' | |
Non-recurring Fair Value Measurement [Member] | Level 1 [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Intangible assets, net | ' | 0 | [1],[2] | 0 | [1] | ' |
Goodwill | ' | 0 | [3] | ' | ' | |
Non-recurring Fair Value Measurement [Member] | Level 2 [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Intangible assets, net | ' | 0 | [1],[2] | 0 | [1] | ' |
Goodwill | ' | 0 | [3] | ' | ' | |
Non-recurring Fair Value Measurement [Member] | Level 3 [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Intangible assets, net | ' | 55,465 | [1],[2] | 48,793 | [1] | ' |
Goodwill | ' | 113,223 | [3] | ' | ' | |
Interest Rate Derivatives [Member] | Recurring Fair Value Measurement [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 18 | [5] | ' | ' | |
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 392 | [5] | ' | ' | |
Interest Rate Derivatives [Member] | Recurring Fair Value Measurement [Member] | Level 1 [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 0 | [5] | ' | ' | |
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 0 | [5] | ' | ' | |
Interest Rate Derivatives [Member] | Recurring Fair Value Measurement [Member] | Level 2 [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 18 | [5] | ' | ' | |
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 392 | [5] | ' | ' | |
Interest Rate Derivatives [Member] | Recurring Fair Value Measurement [Member] | Level 3 [Member] | ' | ' | ' | ' | ||
Assets at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | 0 | [5] | ' | ' | |
Liabilities at Fair Value [Abstract] | ' | ' | ' | ' | ||
Interest rate derivatives | ' | $0 | [5] | ' | ' | |
[1] | The fair values of intangibles relating to the 2012 acquisitions of TASS and Valent were determined by third parties in connection with the purchase and recorded at those values. | |||||
[2] | During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name became obsolete and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired and a loss was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013 | |||||
[3] | During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. | |||||
[4] | The Monte Carlo simulation was used with a normal probability distribution of the best estimate of EBITDA for 2013 to approximate fair value. At June 30, 2013, the EBITDA target was not expected to occur and, as such, the $7,950 of contingent consideration was deemed unlikely to be paid, and a benefit was recorded on a separate line in the Condensed Consolidated Statements of Operations for the year ended December 31, 2013. | |||||
[5] | The fair values of interest rate derivatives are the amount the company would receive or pay to terminate the contracts, considering quoted market prices of comparable agreements. (Also see Note 10 to the Consolidated Financial Statements) |
ACCOUNTS_RECEIVABLE_NET_Detail
ACCOUNTS RECEIVABLE NET (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable, Net [Abstract] | ' | ' |
Trade receivables | $63,804 | $50,876 |
Unbilled revenue | 7,256 | 12,372 |
Other receivables | 1,973 | 6,198 |
Accounts receivable, gross | 73,033 | 69,446 |
Less: Allowance for doubtful accounts | -180 | -287 |
Accounts receivable, net | $72,853 | $69,159 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Inventories [Abstract] | ' | ' | ||
Raw materials | $17,099,000 | $14,946,000 | ||
Work in progress | 21,605,000 | 20,012,000 | ||
Manufactured and purchased components | 21,675,000 | 18,898,000 | ||
Finished goods | 40,572,000 | 30,792,000 | ||
Product inventory | 100,951,000 | 84,648,000 | ||
Capitalized contract costs | 12,227,000 | [1] | 5,391,000 | [1] |
Total inventories | 113,178,000 | 90,039,000 | ||
Loss on Long-term Production Contracts [Member] | ' | ' | ||
Inventories [Abstract] | ' | ' | ||
Loss reserve | -2,057 | ' | ||
Correction of Inventory Classification [Member] | ' | ' | ||
Inventories [Abstract] | ' | ' | ||
Raw materials | ' | -5,505,000 | ||
Manufactured and purchased components | ' | $5,505,000 | ||
[1] | 2013 includes a reduction to inventory of $2,057 related to a loss reserve on a long-term production contract. |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Depreciation and amortization | $15,913 | $5,894 | $5,219 |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | 178,134 | 156,878 | ' |
Less accumulated depreciation | -74,759 | -60,660 | ' |
Total net property, plant and equipment | 103,375 | 96,218 | ' |
Land [Member] | ' | ' | ' |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | 1,455 | 1,455 | ' |
Buildings and Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | 23,692 | 18,676 | ' |
Machinery and Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | 122,132 | 108,391 | ' |
Leasehold Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | 14,421 | 10,559 | ' |
Software and Other [Member] | ' | ' | ' |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | 11,403 | 10,629 | ' |
Construction in Progress [Member] | ' | ' | ' |
Property, Plant and Equipment, Net [Abstract] | ' | ' | ' |
Gross property, plant and equipment | $5,031 | $7,168 | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, GOODWILL (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 07, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Aerostructures [Member] | Aerostructures [Member] | Engineering Services [Member] | Engineering Services [Member] | D3 Technologies, Inc. [Member] | D3 Technologies, Inc. [Member] | Integrated Technologies, Inc. [Member] | Integrated Technologies, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | TASS, Inc. [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Unrecorded Deferred Tax Liability [Member] | ||||
Aerostructures [Member] | Aerostructures [Member] | Restatement Adjustment [Member] | |||||||||||||||||||
D3 Technologies, Inc. [Member] | |||||||||||||||||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Gross Goodwill | $192,404 | $184,967 | $141,663 | $135,431 | $50,741 | $49,536 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Accumulated impairment loss | -79,181 | -5,653 | -79,181 | -5,653 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net Goodwill | 113,223 | 179,314 | 62,482 | 129,778 | 50,741 | 49,536 | 44,428 | 42,908 | 6,194 | 6,194 | 6,313 | 6,628 | 6,313 | ' | ' | 123,584 | 129,816 | 56,288 | 123,584 | 1,520 | |
Adjustment to loss provision on long-term production contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,267 | 5,267 | ' | ' | ' | ' | ' | |
Adjustment to fixed assets during measurement period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 482 | ' | ' | ' | ' | ' | |
Adjustment to working capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,219 | ' | ' | ' | ' | ' | |
Impairment loss on goodwill | 73,528 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 73,528 | ' | ' | ' | ' | ' | ' |
Deferred tax liability attributable to error correction | $3,265 | $3,646 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,520 | |
[1] | During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | ||
Customer Intangible Assets [Member] | Other [Member] | D3 Technologies, Inc. [Member] | D3 Technologies, Inc. [Member] | Intec, TASS and Valent [Member] | ||||||
Trademarks [Member] | Trademarks [Member] | Trademarks [Member] | ||||||||
Intangible Assets [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ||
Indefinite-lived trademarks | ' | ' | ' | ' | ' | ' | $4,222 | ' | ||
Weighted average estimated useful life | ' | ' | ' | '18 years 6 months | '5 years 3 months 18 days | ' | ' | '4 years 6 months | ||
Trademarks | 778 | 5,000 | ' | ' | ' | ' | ' | ' | ||
Customer intangible assets | 68,991 | 68,991 | ' | ' | ' | ' | ' | ' | ||
Other | 1,481 | 1,481 | ' | ' | ' | ' | ' | ' | ||
Accumulated amortization | -15,785 | -11,138 | ' | ' | ' | ' | ' | ' | ||
Intangible assets, net | 55,465 | 64,334 | ' | ' | ' | ' | ' | ' | ||
Amortization expense on intangible assets | 4,647 | 3,185 | 2,137 | ' | ' | ' | ' | ' | ||
Impairment loss on intangible assets | 4,222 | [1],[2] | 0 | [1] | 1,163 | ' | ' | 4,222 | ' | ' |
Estimated annual amortization expense for these intangibles [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ||
2014 | 4,524 | ' | ' | ' | ' | ' | ' | ' | ||
2015 | 4,359 | ' | ' | ' | ' | ' | ' | ' | ||
2016 | 4,134 | ' | ' | ' | ' | ' | ' | ' | ||
2017 | 3,915 | ' | ' | ' | ' | ' | ' | ' | ||
2018 | 3,563 | ' | ' | ' | ' | ' | ' | ' | ||
Thereafter | 34,970 | ' | ' | ' | ' | ' | ' | ' | ||
Intangible assets, net | $55,465 | $64,334 | ' | ' | ' | ' | ' | ' | ||
[1] | The fair values of intangibles relating to the 2012 acquisitions of TASS and Valent were determined by third parties in connection with the purchase and recorded at those values. | |||||||||
[2] | During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name became obsolete and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired and a loss was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Abstract] | ' | ' |
Accrued payroll | $3,286 | $3,362 |
Accrued bonus | 958 | 1,493 |
Accrued vacation & holiday | 3,516 | 3,257 |
Accrued employee benefits | 1,847 | 1,815 |
Accrued operating lease obligations | 2,002 | 1,706 |
Contingent consideration | 0 | 7,950 |
Accrued professional fees | 1,253 | 754 |
Loss reserve on long-term production contracts | 3,165 | 0 |
Other | 3,055 | 3,366 |
Total accrued expenses | $19,082 | $23,703 |
ACCRUED_EXPENSES_ACQUISITIONRE
ACCRUED EXPENSES, ACQUISITION-RELATED (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Accrued Liabilities, Current [Member] | ||
Valent Aerostructures, LLC [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Adjustment to loss provision on long-term production contract | ' | ' | $5,267 | $5,267 | ' |
Loss reserve on long-term production contracts | $3,165 | $0 | $5,222 | $5,222 | $3,165 |
LONGTERM_DEBT_AND_CAPITAL_LEAS2
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 07, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 28, 2013 |
Revolver Under Credit Agreement, Variable [Member] | Revolver Under Credit Agreement, Variable [Member] | Term Loan Under Credit Agreement, Variable [Member] | Term Loan Under Credit Agreement, Variable [Member] | Missouri IRBs [Member] | Missouri IRBs [Member] | Capital Leases [Member] | Capital Leases [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable [Member] | Notes Payable to Prior Minority Shareholder [Member] | Promissory Note to Finance Building [Member] | Promissory Note to Finance Purchase of Corporate Aircraft [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, gross | ' | ' | $36,000 | $6,236 | $222,750 | $225,000 | $7,756 | $8,113 | $14,572 | $15,316 | $1,000 | $9,533 | $6,034 | ' | ' | ' |
Long-term debt, total | 290,611 | 260,699 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current installments of long-term debt and capital lease obligations | 5,242 | 5,632 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt and capital lease obligations, less current installments | 285,369 | 255,067 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | 2.80% | ' | ' | ' | 3.25% | ' | ' | ' | 2.95% | 3.60% |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000 | 2,200 | 3,550 |
Fixed interest rate, minimum (in hundredths) | 2.80% | ' | ' | ' | ' | ' | ' | ' | 2.04% | 3.00% | ' | 2.45% | ' | ' | ' | ' |
Fixed interest rate, maximum (in hundredths) | 7.73% | ' | ' | ' | ' | ' | ' | ' | 7.73% | 7.73% | ' | 3.60% | 3.25% | ' | ' | ' |
Maturity dates | ' | ' | 28-Dec-17 | ' | 28-Dec-18 | ' | ' | ' | ' | ' | 31-Aug-13 | ' | ' | ' | 28-Dec-17 | ' |
Period over which monthly installments due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | ' | ' |
Gross amount of assets recorded under capital leases | $17,845 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LONGTERM_DEBT_AND_CAPITAL_LEAS3
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, LINE OF CREDIT FACILITY (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | |||
Line of Credit Facility [Line Items] | ' | ' | ||
Mandatory prepayments description | ' | 'The maturity dates are subject to acceleration upon breach of the financial covenants (consisting of a maximum total leverage ratio and senior leverage ratio and a minimum fixed charge coverage ratio) and other customary non-financial covenants contained in the credit agreement | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ' | ' | ||
Year ending December 31, 2014 | $4,079,000 | [1] | $4,079,000 | [1] |
Year ending December 31, 2015 | 4,112,000 | [1] | 4,112,000 | [1] |
Year ending December 31, 2016 | 3,536,000 | [1] | 3,536,000 | [1] |
Year ending December 31, 2017 | 41,390,000 | [1] | 41,390,000 | [1] |
Year ending December 31, 2018 | 214,982,000 | [1] | 214,982,000 | [1] |
Thereafter | 7,940,000 | [1] | 7,940,000 | [1] |
Long-term debt, total | 276,039,000 | [1] | 276,039,000 | [1] |
Less: imputed interest | 0 | [1] | 0 | [1] |
Long-term debt, five year maturities | 276,039,000 | [1] | 276,039,000 | [1] |
Capital Leases, Fiscal Year Maturity [Abstract] | ' | ' | ||
Year ending December 31, 2014 | 1,715,000 | 1,715,000 | ||
Year ending December 31, 2015 | 1,946,000 | 1,946,000 | ||
Year ending December 31, 2016 | 1,915,000 | 1,915,000 | ||
Year ending December 31, 2017 | 1,963,000 | 1,963,000 | ||
Year ending December 31, 2018 | 2,223,000 | 2,223,000 | ||
Thereafter | 7,672,000 | 7,672,000 | ||
Capital leases, total | 17,434,000 | 17,434,000 | ||
Less: imputed interest | -2,862,000 | -2,862,000 | ||
Total capital leases, five year maturities | 14,572,000 | 14,572,000 | ||
LIBOR [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Variable rate floor (in hundredths) | 1.25% | 1.25% | ||
Minimum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Maturity dates | ' | 30-Sep-20 | ||
Maximum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Maturity dates | ' | 30-Jun-32 | ||
Revolver Under Credit Agreement, Variable [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Maximum borrowing capacity | 125,000,000 | 125,000,000 | ||
Commitment fee (in hundredths) | 0.63% | ' | ||
Maturity dates | ' | 28-Dec-17 | ||
Revolver Under Credit Agreement, Variable [Member] | Alternate base rate [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Variable rate floor (in hundredths) | 2.25% | 2.25% | ||
Revolver Under Credit Agreement, Variable [Member] | Federal Funds Rate [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Spread over reference rate (in hundredths) | ' | 0.50% | ||
Revolver Under Credit Agreement, Variable [Member] | One Month Eurodollar [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Spread over reference rate (in hundredths) | ' | 1.00% | ||
Revolver Under Credit Agreement, Variable [Member] | Minimum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Commitment fee (in hundredths) | ' | 0.38% | ||
Revolver Under Credit Agreement, Variable [Member] | Maximum [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Commitment fee (in hundredths) | ' | 0.63% | ||
Revolver Under Credit Agreement, Variable [Member] | Maximum [Member] | LIBOR [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Spread over reference rate (in hundredths) | ' | 3.50% | ||
Revolver Under Credit Agreement, Variable [Member] | Maximum [Member] | Alternate base rate [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Spread over reference rate (in hundredths) | ' | 2.50% | ||
Term Loan Under Credit Agreement, Variable [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Maximum borrowing capacity | $225,000,000 | $225,000,000 | ||
Maturity dates | ' | 28-Dec-18 | ||
Term Loan Under Credit Agreement, Variable [Member] | Maximum [Member] | LIBOR [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Spread over reference rate (in hundredths) | ' | 4.00% | ||
Term Loan Under Credit Agreement, Variable [Member] | Maximum [Member] | Alternate base rate [Member] | ' | ' | ||
Line of Credit Facility [Line Items] | ' | ' | ||
Spread over reference rate (in hundredths) | ' | 3.00% | ||
[1] | Includes principal only |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS (Details) (USD $) | Dec. 31, 2013 | Mar. 28, 2013 | Mar. 28, 2013 | Nov. 15, 2013 | Nov. 15, 2013 |
London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Interest Rate Swap One [Member] | Interest Rate Swap Two [Member] | Interest Rate Swap Three [Member] | |||
Derivative [Line Items] | ' | ' | ' | ' | ' |
Variable rate debt | $258,750,000 | ' | ' | ' | ' |
Notional amount | ' | ' | $112,500,000 | $80,000,000 | $100,000,000 |
Floor interest rate (in hundredths) | ' | 1.25% | 1.25% | 1.25% | 1.25% |
Fixed interest rate (in hundredths) | ' | ' | 1.63% | 1.57% | 1.99% |
DERIVATIVE_FINANCIAL_INSTRUMEN3
DERIVATIVE FINANCIAL INSTRUMENT, FAIR VALUE BY BALANCE SHEET LOCATION (Details) (Designated as Hedging Instrument [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Interest Rate Purchase Option [Member] | Other Current Assets [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Interest rate purchased options at fair value | $18 |
Interest Rate Swap [Member] | Other Long Term Liabilities [Member] | ' |
Derivatives, Fair Value [Line Items] | ' |
Interest rate swaps at fair value | $392 |
DERIVATIVE_FINANCIAL_INSTRUMEN4
DERIVATIVE FINANCIAL INSTRUMENTS, FAIR VALUE BY INCOME STATEMENT LOCATION (Details) (Interest Rate Swap [Member], Cash Flow Hedging [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | ' | |
Derivative Instruments, Gain (Loss) [Line Items] | ' | |
Effective portion of (Gain) Loss Recognized in AOCI on Derivative | $278 | |
Effective Portion of (Gain) Loss Reclassified from AOCI into Earnings | $0 | [1] |
[1] | No amounts related to the interest rate derivatives were reclassified from AOCI to interest expense during the period. |
TREASURY_STOCK_TRANSACTIONS_De
TREASURY STOCK TRANSACTIONS (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Equity [Abstract] | ' | ' | ' |
Shares reissued from treasury (in shares) | 38,397 | 102,986 | 5,860 |
Shares reissued from treasury for 401(k) plan (in shares) | 40,904 | 44,474 | 46,830 |
LOSS_EARNINGS_PER_COMMON_SHARE2
(LOSS) EARNINGS PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Numerators [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net (loss)/income | ($67,061) | [1] | $2,075 | $4,664 | [2] | $1,837 | [3] | $951 | [4] | $5,639 | $5,105 | $4,792 | ($58,485) | $16,487 | $16,389 |
Denominators [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Weighted average common shares - basic (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 12,607,833 | 11,701,607 | 11,559,895 | ||||
Dilutive effect of restricted stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 137,575 | 181,618 | ||||
Weighted average common shares - diluted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 12,607,833 | 11,839,182 | 11,741,513 | ||||
Basic earnings per share (in dollars per share) | ($5.31) | [1] | $0.16 | $0.37 | [2] | $0.15 | [3] | $0.08 | [4] | $0.48 | $0.44 | $0.41 | ($4.64) | $1.41 | $1.42 |
Diluted earnings per share (in dollars per share) | ($5.31) | [1] | $0.16 | $0.37 | [2] | $0.14 | [3] | $0.08 | [4] | $0.48 | $0.43 | $0.41 | ($4.64) | $1.39 | $1.40 |
Antidilutive securities excluded from computation of earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 111,976 | ' | ' | ||||
[1] | The fourth quarter of 2013 includes a goodwill impairment charge of $73,528 related to the Valent acquisition, $17,718 related to income tax valuation allowance, $2,620 related to a separation agreement reached with key members of Valent Aerostructures, LLC. and $453 of restructuring expenses related to the closure of the Precise Machine facility. | ||||||||||||||
[2] | The second quarter of 2013 includes a trade name impairment of $4,222 related to D3 Technologies offset by a contingent consideration write-off of $7,950 related to Valent. | ||||||||||||||
[3] | The first quarter 2013 includes $2,497 of non-recurring inventory step-up related to the Valent acquisition. | ||||||||||||||
[4] | The fourth quarter of 2012 includes $4,860 in acquisition fees related to Valent. |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Lease expiration date | 31-Dec-25 | ' | ' |
Future minimum lease payments under operating leases [Abstract] | ' | ' | ' |
2014 | $6,909 | ' | ' |
2015 | 6,327 | ' | ' |
2016 | 5,757 | ' | ' |
2017 | 4,997 | ' | ' |
2018 | 4,832 | ' | ' |
Thereafter | 22,365 | ' | ' |
Total | 51,187 | ' | ' |
Operating lease rent expense | $8,496 | $6,789 | $6,546 |
Maximum term of employment agreement | '3 years | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, LOSS CONTINGENCIES (Details) (Missouri AG Environmental Matter [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Missouri AG Environmental Matter [Member] | ' |
Loss Contingencies [Line Items] | ' |
Loss contingency accrual | $167 |
DEFINED_CONTRIBUTIONS_PLANS_De
DEFINED CONTRIBUTIONS PLANS (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Number of company sponsored defined contribution plans | 3 | ' | ' |
LMI Profit Sharing and Savings Plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Maximum annual contribution per employee amount | $1,000 | ' | ' |
Defined contribution plan vesting period | '6 years | ' | ' |
Recognized cost for matching contributions | 830,000 | 882,000 | 806,000 |
Employer matching contribution percentage (in hundredths) | 50.00% | 50.00% | 50.00% |
Valent Plans [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Recognized cost for matching contributions | $745,000 | ' | ' |
Employer matching contribution threshold | 3.00% | ' | ' |
TASS Plan [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' |
Defined contribution plan vesting period | '5 years | ' | ' |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Compensation expense | $1,615 | $1,494 | $1,254 |
Stock Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Exercise price per share (in dollars per share) | $2 | ' | ' |
Aggregate intrinsic value of options exercised | ' | 126 | ' |
Restricted Stock Awards [Member] | ' | ' | ' |
Shares | ' | ' | ' |
Outstanding beginning balance (in shares) | 189,828 | ' | ' |
Granted (in shares) | 67,996 | ' | ' |
Vested (in shares) | -35,323 | ' | ' |
Forfeited (in shares) | -2,750 | ' | ' |
Outstanding ending balance (in shares) | 219,751 | 189,828 | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' |
Outstanding beginning balance (in dollars per share) | $18.76 | ' | ' |
Granted (in dollars per share) | $21.42 | ' | ' |
Vested (in dollars per share) | $17.67 | ' | ' |
Forfeited (in dollars per share) | $20.20 | ' | ' |
Outstanding ending balance (in dollars per share) | $19.74 | $18.76 | ' |
Unrecognized compensation costs | 1,857 | 2,071 | ' |
Costs are expected to be recognized over a weighted average period | '1 year 2 months 12 days | '1 year 7 months 6 days | ' |
Fair value of restricted stock awards that vested | $602 | $3,199 | $2,149 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current deferred tax assets (liabilities): | ' | ' | ' |
Inventories | $3,871 | $1,888 | ' |
Accrued vacation | 912 | 705 | ' |
Stock award | 891 | 522 | ' |
Obligation under operating leases | 733 | 587 | ' |
Other | 164 | 137 | ' |
Net current deferred tax asset | 6,571 | 3,839 | ' |
Long-term deferred tax assets (liabilities): | ' | ' | ' |
Goodwill | 20,904 | 215 | ' |
Depreciation | -6,178 | -6,151 | ' |
Long-term contract costs | -4,475 | -1,941 | ' |
Amortization of intangibles | -3,265 | -3,646 | ' |
Professional fees | 1,852 | 1,946 | ' |
Gain on sale of real estate | 954 | 1,022 | ' |
NOL Carryforwards | 1,031 | 261 | ' |
Other | 525 | -177 | ' |
Net long-term deferred tax assets (liabilities) | 11,348 | -8,471 | ' |
Less: valuation allowance | -18,137 | -261 | ' |
Net deferred tax assets (liabilities) | -218 | -4,893 | ' |
Increase in valuation allowance to fully reserve the U.S. net deferred tax asset | -17,876 | ' | ' |
Federal [Abstract] | ' | ' | ' |
Current | -676 | 7,926 | 5,658 |
Deferred | -6,066 | -109 | 1,149 |
Provision for federal income taxes | -6,742 | 7,817 | 6,807 |
State [Abstract] | ' | ' | ' |
Current | 120 | 346 | 225 |
Deferred | -357 | -10 | 104 |
Provision for state income taxes | -237 | 336 | 329 |
Income Tax Reconciliation [Abstract] | ' | ' | ' |
Federal taxes | -22,912 | 8,627 | 8,235 |
State and local taxes, net of federal benefit | -1,119 | 336 | 329 |
Production deduction | 0 | -530 | -508 |
Valuation allowance | 17,718 | 0 | 0 |
Research and experimental and other tax credits | -634 | -300 | -665 |
Other | -32 | 20 | -255 |
(Benefit) provision for income taxes | ($6,979) | $8,153 | $7,136 |
RESTRUCTURING_Details
RESTRUCTURING (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Incurred in year ending December 31, 2013 | ' | $3,073 |
Remaining expense expected to be incurred | ' | 406 |
Total expense expected to be incurred | ' | 3,479 |
Unfavorable impact to operating cash flow | ' | 2,651 |
Precise Machine [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring cost incurred in period | 453 | ' |
Remaining expense expected to be incurred | ' | 600 |
Valent Aerostructures, LLC [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring cost incurred in period | ' | 2,620 |
Unfavorable impact to operating cash flow | ' | 2,620 |
Employee Severance [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Unfavorable impact to operating cash flow | ' | 2,647 |
Employee Severance [Member] | Precise Machine [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Incurred in year ending December 31, 2013 | ' | 453 |
Remaining expense expected to be incurred | ' | 116 |
Total expense expected to be incurred | ' | 569 |
Employee Severance [Member] | Valent Aerostructures, LLC [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Incurred in year ending December 31, 2013 | ' | 2,616 |
Remaining expense expected to be incurred | ' | 0 |
Total expense expected to be incurred | ' | 2,616 |
Lease Termination [Member] | Precise Machine [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Incurred in year ending December 31, 2013 | ' | 0 |
Remaining expense expected to be incurred | ' | 165 |
Total expense expected to be incurred | ' | 165 |
Other [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Incurred in year ending December 31, 2013 | ' | 4 |
Remaining expense expected to be incurred | ' | 125 |
Total expense expected to be incurred | ' | 129 |
Unfavorable impact to operating cash flow | ' | 4 |
Selling, General and Administrative Expenses [Member] | Employee Severance [Member] | Precise Machine [Member] | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Restructuring cost incurred in period | ' | $453 |
RESTRUCTURING_ROLLFORWARD_Deta
RESTRUCTURING, ROLLFORWARD (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Accrued restructuring balance, beginning | $0 | ' | ' |
Accrual additions | 3,073 | 0 | 0 |
Cash payments | -2,651 | ' | ' |
Accrued restructuring balance, ending | 422 | 0 | ' |
Employee Severance [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Accrued restructuring balance, beginning | 0 | ' | ' |
Accrual additions | 3,069 | ' | ' |
Cash payments | -2,647 | ' | ' |
Accrued restructuring balance, ending | 422 | ' | ' |
Other [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Accrued restructuring balance, beginning | 0 | ' | ' |
Accrual additions | 4 | ' | ' |
Cash payments | -4 | ' | ' |
Accrued restructuring balance, ending | $0 | ' | ' |
CUSTOMER_AND_SUPPLIER_CONCENTR1
CUSTOMER AND SUPPLIER CONCENTRATION (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
customer | customer | ||
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Number of top customers | 3 | 4 | 3 |
Supplier Concentration Risk [Member] | Raw Materials [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Number of suppliers | 2 | 2 | 3 |
Percentage of materials attributable to supplier (in hundredths) | 58.00% | 51.00% | 59.00% |
Supplier Concentration Risk [Member] | Procured Parts [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Number of suppliers | 2 | 3 | 4 |
Percentage of materials attributable to supplier (in hundredths) | 24.00% | 49.00% | 61.00% |
Boeing [Member] | Sales Revenue, Goods, Net [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | 14.40% | 20.80% | 18.30% |
Boeing [Member] | Accounts Receivable [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | 5.70% | 11.30% | ' |
Gulfstream [Member] | Sales Revenue, Goods, Net [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | 14.60% | 16.10% | 16.50% |
Gulfstream [Member] | Accounts Receivable [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | 8.50% | 5.60% | ' |
Spirit [Member] | Sales Revenue, Goods, Net [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | 28.50% | 13.00% | 13.70% |
Spirit [Member] | Accounts Receivable [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | 27.80% | 27.90% | ' |
Bombardier [Member] | Sales Revenue, Goods, Net [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | ' | 10.10% | ' |
Bombardier [Member] | Accounts Receivable [Member] | ' | ' | ' |
Revenue and Accounts Receivable, Major Customer [Line Items] | ' | ' | ' |
Percentage attributable to customer (in hundredths) | ' | 6.40% | ' |
BUSINESS_SEGMENT_INFORMATION_D
BUSINESS SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||
segment | ||||||||||||||||||
Segment Reporting [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | |||||||
Information about reported segments on the basis used internally to evaluate segment performance [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Net sales | $96,370 | [1] | $104,656 | $105,465 | [2] | $106,066 | [3] | $71,917 | [4] | $70,636 | $69,327 | $66,749 | $412,557 | $278,629 | $254,040 | |||
Gross profit | 17,549 | [1] | 20,418 | 21,841 | [2] | 20,054 | [3] | 16,239 | [4] | 18,584 | 16,967 | 16,518 | 79,862 | 68,308 | 59,650 | |||
(Loss) income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -49,120 | 26,055 | 24,924 | |||||||
Depreciation, amortization and other non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 90,361 | 7,994 | 8,404 | |||||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 16,962 | 1,771 | 669 | |||||||
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 24,149 | 19,529 | 10,267 | |||||||
Total assets | 480,051 | ' | ' | ' | 527,964 | ' | ' | ' | 480,051 | 527,964 | ' | |||||||
Impairment loss on goodwill | ' | ' | ' | ' | ' | ' | ' | ' | 73,528 | [5] | ' | ' | ||||||
Impairment loss on intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 4,222 | [6],[7] | 0 | [6] | 1,163 | |||||
Deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 580 | ' | |||||||
Equipment acquired under capital lease | ' | ' | ' | ' | ' | ' | ' | ' | 411 | 746 | 0 | |||||||
Aerostructures [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Information about reported segments on the basis used internally to evaluate segment performance [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 331,654 | 174,983 | 168,145 | |||||||
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 68,088 | 47,947 | 44,966 | |||||||
(Loss) income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -46,050 | 15,484 | 18,334 | |||||||
Depreciation, amortization and other non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 91,557 | [8] | 5,532 | [8] | 6,013 | [8] | ||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 1,054 | 23 | 5 | |||||||
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 23,600 | [9] | 18,649 | [9] | 8,716 | [9] | ||||
Total assets | 405,779 | ' | ' | ' | 446,902 | ' | ' | ' | 405,779 | 446,902 | ' | |||||||
Impairment loss on intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,163 | |||||||
Equipment acquired under capital lease | ' | ' | ' | ' | ' | ' | ' | ' | 411 | 746 | ' | |||||||
Engineering Services [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Information about reported segments on the basis used internally to evaluate segment performance [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 83,717 | 105,607 | 87,527 | |||||||
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | 12,145 | 20,270 | 14,615 | |||||||
(Loss) income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -2,699 | 10,480 | 6,522 | |||||||
Depreciation, amortization and other non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | 6,754 | [10] | 2,462 | [10] | 2,391 | [10] | ||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | 53 | 25 | 12 | |||||||
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 549 | 880 | 1,551 | |||||||
Total assets | 74,272 | ' | ' | ' | 81,062 | ' | ' | ' | 74,272 | 81,062 | ' | |||||||
Impairment loss on intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | 4,222 | ' | ' | |||||||
Eliminations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Information about reported segments on the basis used internally to evaluate segment performance [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | -2,814 | -1,961 | -1,632 | |||||||
Gross profit | ' | ' | ' | ' | ' | ' | ' | ' | -371 | 91 | 69 | |||||||
(Loss) income from operations | ' | ' | ' | ' | ' | ' | ' | ' | -371 | 91 | 68 | |||||||
Corporate [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Information about reported segments on the basis used internally to evaluate segment performance [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||
Depreciation, amortization and other non-cash charges | ' | ' | ' | ' | ' | ' | ' | ' | -7,950 | [11] | 0 | [11] | 0 | [11] | ||||
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | $15,855 | [12] | $1,723 | [12] | $652 | [12] | ||||
[1] | The fourth quarter of 2013 includes a goodwill impairment charge of $73,528 related to the Valent acquisition, $17,718 related to income tax valuation allowance, $2,620 related to a separation agreement reached with key members of Valent Aerostructures, LLC. and $453 of restructuring expenses related to the closure of the Precise Machine facility. | |||||||||||||||||
[2] | The second quarter of 2013 includes a trade name impairment of $4,222 related to D3 Technologies offset by a contingent consideration write-off of $7,950 related to Valent. | |||||||||||||||||
[3] | The first quarter 2013 includes $2,497 of non-recurring inventory step-up related to the Valent acquisition. | |||||||||||||||||
[4] | The fourth quarter of 2012 includes $4,860 in acquisition fees related to Valent. | |||||||||||||||||
[5] | During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. | |||||||||||||||||
[6] | The fair values of intangibles relating to the 2012 acquisitions of TASS and Valent were determined by third parties in connection with the purchase and recorded at those values. | |||||||||||||||||
[7] | During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name became obsolete and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired and a loss was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013 | |||||||||||||||||
[8] | Includes a $73,528 for goodwill impairment in 2013 and $1,163 charge for impairment of intangible in 2011. | |||||||||||||||||
[9] | Includes $411 and $746 for capital leases in 2013 and 2012, respectively. | |||||||||||||||||
[10] | Includes a $4,222 charge for impairment of intangible 2013. | |||||||||||||||||
[11] | Includes write-off of contingent consideration of $7,950 in 2013. | |||||||||||||||||
[12] | Includes a $580 charge for deferred financing costs for the closed credit facility in 2012. |
QUARTERLY_FINANCIAL_DATA_UNAUD2
QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Selected Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net sales | $96,370 | [1] | $104,656 | $105,465 | [2] | $106,066 | [3] | $71,917 | [4] | $70,636 | $69,327 | $66,749 | $412,557 | $278,629 | $254,040 |
Gross profit | 17,549 | [1] | 20,418 | 21,841 | [2] | 20,054 | [3] | 16,239 | [4] | 18,584 | 16,967 | 16,518 | 79,862 | 68,308 | 59,650 |
Net income (loss) | ($67,061) | [1] | $2,075 | $4,664 | [2] | $1,837 | [3] | $951 | [4] | $5,639 | $5,105 | $4,792 | ($58,485) | $16,487 | $16,389 |
Amounts per common share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income (loss) (in dollars per share) | ($5.31) | [1] | $0.16 | $0.37 | [2] | $0.15 | [3] | $0.08 | [4] | $0.48 | $0.44 | $0.41 | ($4.64) | $1.41 | $1.42 |
Net income (loss) - assuming dilution (in dollars per share) | ($5.31) | [1] | $0.16 | $0.37 | [2] | $0.14 | [3] | $0.08 | [4] | $0.48 | $0.43 | $0.41 | ($4.64) | $1.39 | $1.40 |
[1] | The fourth quarter of 2013 includes a goodwill impairment charge of $73,528 related to the Valent acquisition, $17,718 related to income tax valuation allowance, $2,620 related to a separation agreement reached with key members of Valent Aerostructures, LLC. and $453 of restructuring expenses related to the closure of the Precise Machine facility. | ||||||||||||||
[2] | The second quarter of 2013 includes a trade name impairment of $4,222 related to D3 Technologies offset by a contingent consideration write-off of $7,950 related to Valent. | ||||||||||||||
[3] | The first quarter 2013 includes $2,497 of non-recurring inventory step-up related to the Valent acquisition. | ||||||||||||||
[4] | The fourth quarter of 2012 includes $4,860 in acquisition fees related to Valent. |
QUARTERLY_FINANCIAL_DATA_UNAUD3
QUARTERLY FINANCIAL DATA (UNAUDITED), ACQUISITION-RELATED (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | ||
Precise Machine [Member] | D3 Technologies, Inc. [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | Valent Aerostructures, LLC [Member] | ||||||
Trademarks [Member] | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Non-recurring inventory step-up | ' | ' | ' | ' | ' | ' | ' | $2,497 | ' | ' | ||
Impairment loss on intangible assets | 4,222 | [1],[2] | 0 | [1] | 1,163 | ' | 4,222 | ' | ' | ' | ' | ' |
Contingent consideration write-off | 7,950 | 0 | 1,235 | ' | ' | ' | 7,950 | ' | ' | ' | ||
Impairment loss on goodwill | 73,528 | [3] | ' | ' | ' | ' | 73,528 | ' | ' | ' | ' | |
Valuation allowance | 17,718 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ||
Restructuring cost incurred in period | ' | ' | ' | 453 | ' | 2,620 | ' | ' | ' | ' | ||
Unfavorable adjustments | ' | ' | ' | ' | ' | 955 | ' | ' | ' | ' | ||
Acquisition fees | $247 | $5,362 | $0 | ' | ' | ' | ' | ' | $4,860 | $5,107 | ||
[1] | The fair values of intangibles relating to the 2012 acquisitions of TASS and Valent were determined by third parties in connection with the purchase and recorded at those values. | |||||||||||
[2] | During the second quarter of 2013, a triggering event occurred when the Company commenced an initiative to rebrand its core engineering business. Under this initiative, the D3 Technologies name became obsolete and the $4,222 indefinite lived intangible asset related to that trade name was deemed to be fully impaired and a loss was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013 | |||||||||||
[3] | During the fourth quarter of 2013, the Company performed its annual impairment analysis of goodwill. As a result of this analysis, the goodwill related to the Valent acquisition was deemed impaired, and a $73,528 impairment charge was recorded in the Consolidated Statements of Operations for the year ended December 31, 2013. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Mar. 17, 2014 | Mar. 17, 2014 |
Employee Severance [Member] | Relocation of Machining Operations from Savannah Facility [Member] | Relocation of Machining Operations from Savannah Facility [Member] | ||||
Employee Severance [Member] | Accelerated Depreciation [Member] | |||||
Subsequent Event [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Restructuring expense | $3,073 | $0 | $0 | $3,069 | $66 | ' |
Remaining expense expected to be incurred | $406 | ' | ' | ' | ' | $500 |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reserve for Accounts Receivable [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Beginning Balance | $287 | $359 | $253 |
Charge to Cost/Expense | -27 | -140 | 157 |
Other Charge to Cost/Expense | 0 | 86 | 0 |
Write-offs net of Recoveries | -80 | -18 | -51 |
Ending Balance | 180 | 287 | 359 |
Valuation Allowance of Deferred Tax Assets [Member] | ' | ' | ' |
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' |
Beginning Balance | 261 | 0 | 0 |
Charge to Cost/Expense | 17,876 | 261 | 0 |
Other Charge to Cost/Expense | 0 | 0 | 0 |
Write-offs net of Recoveries | 0 | 0 | 0 |
Ending Balance | $18,137 | $261 | $0 |