Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 02, 2016 | Apr. 27, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 2, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | DCO | |
Entity Registrant Name | DUCOMMUN INC /DE/ | |
Entity Central Index Key | 30,305 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,147,804 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 6,439 | $ 5,454 |
Accounts receivable, net of allowance for doubtful accounts of $294 and $359 at April 2, 2016 and December 31, 2015, respectively | 77,664 | 77,089 |
Inventories | 127,080 | 115,404 |
Production cost of contracts | 9,667 | 10,290 |
Other current assets | 8,441 | 13,389 |
Assets held for sale | 0 | 41,636 |
Total Current Assets | 229,291 | 263,262 |
Property and equipment, net of accumulated depreciation of $131,863 and $128,533 at April 2, 2016 and December 31, 2015, respectively | 95,602 | 96,551 |
Goodwill | 82,554 | 82,554 |
Intangibles, net | 108,359 | 110,621 |
Deferred income taxes | 353 | 324 |
Other assets | 3,215 | 3,769 |
Total Assets | 519,374 | 557,081 |
Current Liabilities | ||
Current portion of long-term debt | 19 | 26 |
Accounts payable | 47,418 | 40,343 |
Accrued liabilities | 42,496 | 36,458 |
Liabilities held for sale | 0 | 6,780 |
Total Current Liabilities | 89,933 | 83,607 |
Long-term debt, less current portion | 186,032 | 240,661 |
Deferred income taxes | 25,052 | 26,528 |
Other long-term liabilities | 17,692 | 18,954 |
Total Liabilities | $ 318,709 | $ 369,750 |
Commitments and contingencies (Notes 11, 13) | ||
Shareholders’ Equity | ||
Common stock - $0.01 par value; 35,000,000 shares authorized; 11,147,366 and 11,084,318 issued at April 2, 2016 and December 31, 2015, respectively | $ 111 | $ 111 |
Additional paid-in capital | 75,269 | 75,200 |
Retained earnings | 131,173 | 117,623 |
Accumulated other comprehensive loss | (5,888) | (5,603) |
Total Shareholders’ Equity | 200,665 | 187,331 |
Total Liabilities and Shareholders’ Equity | $ 519,374 | $ 557,081 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 294 | $ 359 |
Property and equipment, accumulated depreciation | $ 131,863 | $ 128,533 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 11,147,366 | 11,084,318 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Income Statement [Abstract] | ||
Net Revenues | $ 142,148 | $ 172,920 |
Cost of Sales | 115,179 | 146,159 |
Gross Profit | 26,969 | 26,761 |
Selling, General and Administrative Expenses | 22,676 | 23,134 |
Operating Income | 4,293 | 3,627 |
Interest Expense | (2,399) | (6,661) |
Gain on Divestitures | 18,815 | 0 |
Income (Loss) Before Taxes | 20,709 | (3,034) |
Income Tax Expense (Benefit) | 7,159 | (1,061) |
Net Income (Loss) | $ 13,550 | $ (1,973) |
Earnings (loss) per share | ||
Basic (loss) earnings per share (in dollars per share) | $ 1.22 | $ (0.18) |
Diluted (loss) earnings per share (in dollars per share) | $ 1.21 | $ (0.18) |
Weighted-Average Number of Common Shares Outstanding | ||
Basic (in shares) | 11,100 | 10,964 |
Diluted (in shares) | 11,240 | 10,964 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income (Loss) | $ 13,550 | $ (1,973) |
Other Comprehensive (Loss) Income | ||
Amortization of actuarial losses and prior service costs, net of tax benefit of approximately $68 and $97 for the three months ended April 2, 2016 and April 4, 2015, respectively | 123 | 125 |
Change in unrealized gains and losses on cash flow hedges, net of tax benefit (expense) of $239 and zero for the three months ended April 2, 2016 and April 4, 2015, respectively | (408) | 0 |
Other Comprehensive (Loss) Income | (285) | 125 |
Comprehensive Income (Loss) | $ 13,265 | $ (1,848) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Amortization of actuarial loss and prior service costs, tax benefits | $ 68 | $ 97 |
Change in unrealized gains and losses on cash flow hedges, tax benefit | $ 239 | $ 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Cash Flows from Operating Activities | ||
Net Income (Loss) | $ 13,550 | $ (1,973) |
Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by (Used in) Operating Activities | ||
Depreciation and amortization | 5,855 | 6,914 |
Gain on divestitures | (18,815) | 0 |
Stock-based compensation expense | 1,000 | 1,624 |
Deferred income taxes | (2,562) | 751 |
Excess tax benefits from stock-based compensation | 0 | (109) |
Recovery of doubtful accounts | (65) | (62) |
Other | (1,370) | 643 |
Changes in Assets and Liabilities: | ||
Accounts receivable | 1,972 | 210 |
Inventories | (12,366) | 1,399 |
Production cost of contracts | 429 | 95 |
Other assets | 7,084 | 4,412 |
Accounts payable | 7,303 | 342 |
Accrued and other liabilities | 3,437 | (10,761) |
Net Cash Provided by Operating Activities | 5,452 | 3,485 |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (3,801) | (5,572) |
Proceeds from sale of assets | 0 | 9 |
Proceeds from divestitures | 55,272 | 0 |
Net Cash Provided by (Used in) Investing Activities | 51,471 | (5,563) |
Cash Flows from Financing Activities | ||
Repayments of senior unsecured notes and term loans | (55,000) | (10,000) |
Repayments of other debt | (7) | (6) |
Excess tax benefits from stock-based compensation | 0 | 109 |
Net proceeds from issuance of common stock under stock plans | (931) | (947) |
Net Cash Used in Financing Activities | (55,938) | (10,844) |
Net Increase (Decrease) in Cash and Cash Equivalents | 985 | (12,922) |
Cash and Cash Equivalents at Beginning of Period | 5,454 | 45,627 |
Cash and Cash Equivalents at End of Period | $ 6,439 | $ 32,705 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Apr. 02, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Description of Business We are a leading global provider of engineering and manufacturing services for high-performance products and high-cost-of failure applications used primarily in the aerospace and defense (“A&D”), industrial, natural resources, medical and other industries (collectively, “Industrial”). Our subsidiaries are organized into two strategic businesses: Electronic Systems segment and Structural Systems segment, each of which is a reportable operating segment. Electronic Systems designs, engineers and manufactures high-reliability products used in worldwide technology-driven markets including aerospace, defense, natural resources, industrial and medical and other end-use markets. Electronic Systems’ product offerings range from prototype development to complex assemblies. Structural Systems designs, engineers and manufactures large, complex contoured aerospace structural components and assemblies and supplies composite and metal bonded structures and assemblies. Structural Systems’s products are used on commercial aircraft, military fixed-wing aircraft and military and commercial rotary-wing aircraft. All reportable operating segments follow the same accounting principles. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of Ducommun Incorporated and its subsidiaries (“Ducommun,” the “Company,” “we,” “us” or “our”), after eliminating intercompany balances and transactions. The December 31, 2015 condensed consolidated balance sheet data was derived from audited financial statements, but does not contain all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Our significant accounting policies were described in Part IV, Item 15(a)(1), “Note 1. Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2015. We followed the same accounting policies for interim reporting. The financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments, consisting of recurring accruals, have been made that are necessary to fairly state our condensed consolidated financial position, statements of income, comprehensive income and cash flows in accordance with GAAP for the periods covered by this Quarterly Report on Form 10-Q. The results of operations for the three months ended April 2, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. Our fiscal quarters typically end on the Saturday closest to the end of March, June and September for the first three fiscal quarters of each year, and ends on December 31 for our fourth fiscal quarter. As a result of using fiscal quarters for the first three quarters combined with leap years, our first and fourth fiscal quarters can range between 12 1/2 weeks to 13 1/2 weeks while the second and third fiscal quarters remain at a constant 13 weeks per fiscal quarter. Certain reclassifications have been made to prior period amounts to conform to the current year’s presentation. Use of Estimates Certain amounts and disclosures included in the unaudited condensed consolidated financial statements required management to make estimates and judgments that affect the amounts of assets, liabilities (including forward loss reserves), revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Supplemental Cash Flow Information (In thousands) Three Months Ended April 2, 2016 April 4, 2015 Interest paid $ 2,081 $ 11,397 Taxes paid — — Non-cash activities: Purchases of property and equipment not paid 215 714 Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding in each period. Diluted earnings per share are computed by dividing income available to common shareholders plus income associated with dilutive securities by the weighted-average number of common shares outstanding, plus any potential dilutive shares that could be issued if exercised or converted into common stock in each period. The net earnings (loss), weighted-average number of common shares outstanding used to compute earnings (loss) per share were as follows: (In thousands, except per share data) Three Months Ended April 2, April 4, Net earnings (loss) $ 13,550 $ (1,973 ) Weighted-average number of common shares outstanding Basic weighted-average common shares outstanding 11,100 10,964 Dilutive potential common shares 140 — Diluted weighted-average common shares outstanding 11,240 10,964 Earnings (loss) per share Basic $ 1.22 $ (0.18 ) Diluted $ 1.21 $ (0.18 ) Potentially dilutive stock options and stock units to purchase common stock, as shown below, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. However, these shares may be potentially dilutive common shares in the future. (In thousands) Three Months Ended April 2, April 4, Stock options and stock units 593 916 Fair Value Assets and liabilities that are measured, recorded or disclosed at fair value on a recurring basis are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1, the highest level, refers to the values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant observable inputs. Level 3, the lowest level, includes fair values estimated using significant unobservable inputs. Cash and Cash Equivalents Cash equivalents consist of highly liquid instruments purchased with original maturities of three months or less. Our cash accounts are not reduced for checks written until the checks are presented for payment and paid by our bank. These assets are valued at cost, which approximates fair value, which we classify as Level 1. See Fair Value above. Derivative Instruments We recognize derivative instruments on our consolidated balance sheets at their fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, a hedge of a net investment in a foreign operation, or a derivative instrument that will not be accounted for using hedge accounting methods. As of April 2, 2016, all of our derivative instruments were designated as cash flow hedges. We record changes in the fair value of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge in other comprehensive income (loss), net of tax until our earnings are affected by the variability of cash flows of the underlying hedge. We record any hedge ineffectiveness and amounts excluded from effectiveness testing in current period earnings within interest expense. We report changes in the fair values of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments on the consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument. When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. In all situations in which we discontinue hedge accounting and the derivative instrument remains outstanding, we will carry the derivative instrument at its fair value on our consolidated balance sheets and recognize subsequent changes in its fair value in our current period earnings. Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out basis. Market value for raw materials is based on replacement cost and for other inventory classifications it is based on net realizable value. Inventoried costs include raw materials, outside processing, direct labor and allocated overhead, adjusted for any abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) incurred. Costs under long-term contracts are accumulated into, and removed from, inventory on the same basis as other contracts. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. We maintain an allowance for potentially excess and obsolete inventories and inventories that are carried at costs that are higher than their estimated net realizable values. Production Cost of Contracts Production cost of contracts includes non-recurring production costs, such as design and engineering costs, and tooling and other special-purpose machinery necessary to build parts as specified in a contract. Production costs of contracts are recorded to cost of goods sold using the units of delivery method. We review long-lived assets within production costs of contracts for impairment on an annual basis (in the fourth quarter for us) or when events or changes in circumstances indicate that the carrying value of our long-lived assets may not be recoverable. An impairment charge is recognized when the carrying value of an asset exceeds the projected undiscounted future cash flows expected from its use and disposal. Assets Held For Sale In the fourth quarter of 2015, we made the decision to sell our Huntsville, Alabama and Iuka, Mississippi (collectively, “Miltec”) operations and our Pittsburgh, Pennsylvania operation, both of which were part of our Electronic Systems operating segment, and as a result, we met the criteria for assets held for sale. However, the proposed sale of these two operations did not represent a strategic shift in our business and thus, were included in the ongoing operating results in the consolidated statements of operations for all periods presented. On January 22, 2016, we entered into an agreement, and completed the sale on the same date, to sell our operation located in Pittsburgh, Pennsylvania for a preliminary sales price of approximately $38.5 million in cash, subject to finalization of the working capital amount. We divested this facility as part of our overall strategy to streamline operations, which includes consolidating our footprint. Preliminary net assets sold were approximately $24.0 million , net liabilities sold were approximately $4.0 million , and direct transaction costs incurred during the current period were approximately $0.2 million , resulting in a gain on divestiture of approximately $18.3 million . In February 2016, we entered into an agreement to sell our Miltec operation for a preliminary sales price of approximately $14.6 million , in cash, subject to post-closing adjustments. We divested this facility as part of our overall strategy to streamline operations, which includes consolidating our footprint. We completed the sale on March 25, 2016. Preliminary net assets sold were approximately $15.4 million , net liabilities sold were approximately $2.6 million , and direct transaction costs incurred during the current period were approximately $1.3 million , resulting in a gain on divestiture of approximately $0.5 million . The carrying values of the major classes of assets and liabilities related to these assets held for sale were as follows: (In thousands) April 2, December 31, Assets Accounts receivable (less allowance for doubtful accounts of zero and $24 at April 2, 2016 and December 31, 2015, respectively) $ — $ 9,395 Inventory — 6,453 Deferred income taxes — 1,246 Other current assets — 3,315 Total current assets — 20,409 Property and equipment, net of accumulated depreciation of zero and $8,509 at April 2, 2016 and December 31, 2015, respectively — 1,941 Goodwill — 17,772 Other intangible assets — 1,514 $ — $ 41,636 Liabilities Accounts payable $ — $ 4,836 Accrued liabilities — 1,944 $ — $ 6,780 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, as reflected in the condensed consolidated balance sheets under the equity section, was comprised of cumulative pension and retirement liability adjustments and changes in the fair value, net of tax, of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge. Provision for Estimated Losses on Contracts We record provisions for the total anticipated losses on contracts considering total estimated costs to complete the contract compared to total anticipated revenues in the period in which such losses are identified. The provisions for estimated losses on contracts require us to make certain estimates and assumptions, including those with respect to the future revenue under a contract and the future cost to complete the contract. Our estimate of the future cost to complete a contract may include assumptions as to improvements in manufacturing efficiency, reductions in operating and material costs, and our ability to resolve claims and assertions with our customers. If any of these or other assumptions and estimates do not materialize in the future, we may be required to record additional provisions for estimated losses on contracts. Recent Accounting Pronouncements New Accounting Guidance Adopted in 2016 In August 2015, the FASB issued ASU 2015-15, “Imputation of Interest (Subtopic 835-30)” (“ASU 2015-15”), which provides guidance on the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Other guidance does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Thus, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The new guidance is effective for us beginning January 1, 2016. We did not have debt issuance costs associated with line-of-credit arrangements and thus, the adoption of this new guidance did not have a significant impact on our condensed consolidated financial statements. In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements” (“ASU 2015-10”), which covers a wide range of Topics in the Codification. The amendments in ASU 2015-10 represent changes to make minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost on most entities. The amendments in this new guidance that require transition guidance are effective for us beginning January 1, 2016. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”), which provides guidance on fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance is effective for us beginning January 1, 2016. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of those costs is reported as interest expense. The new guidance is effective for us beginning January 1, 2016. As a result of the adoption of this new guidance, we reclassed approximately $4.0 million of debt issuance costs against approximately $190.0 million of total debt as of April 2, 2016. In January 2015, the FASB issued ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)” (“ASU 2015-01”), which eliminates from U.S. GAAP the concept of extraordinary items. Current guidance requires separate classification, presentation, and disclosure of extraordinary events and transactions. In addition, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. The new guidance is effective for us beginning January 1, 2016. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period” (“ASU 2014-12”), which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. Thus, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The new guidance is effective for us beginning January 1, 2016. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. We are evaluating the impact of this standard. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which is intended to improve the accounting for employee share-based payments. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2017. Early adoption is permitted in any interim or annual reporting period. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships” (“ASU 2016-05”), which clarifies that a change in the counter party to a derivative instrument designated as a hedging instrument does not require dedesignation of that hedging relationship, provided that all other hedge accounting criteria are met. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2017. Early adoption is permitted as of the beginning of an interim period on a modified retrospective basis. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to present right-of-use assets and lease liabilities on the balance sheet. Lessees are required to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2019. We are evaluating the impact of this standard but currently anticipate it will impact our condensed consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330)” (“ASU 2015-11”), which requires inventory within the scope of ASU 2015-11 to be measured at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory value. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2017. Early adoption is permitted as of the beginning of an interim or annual reporting period. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which defines management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern. ASU 2014-15 also provide principles and definitions that are intended to reduce diversity in the timing and content of disclosures in the financial statement footnotes. The new guidance is effective for annual periods ending after December 15, 2016, which will be our year ending December 31, 2016, and interim periods beginning after December 15, 2016, which will be our interim period beginning January 1, 2017. Early adoption is permitted. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. It requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. Thus, it depicts the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. Companies have the option of applying the provisions of ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of initial application. In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts With Customers (Topic 606)” (“ASU 2015-14”), which defer the effective date of ASU 2014-09 by one year to annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance is effective for us beginning January 1, 2018 and will provide us additional time to evaluate the method and impact that ASU 2014-09 will have on our condensed consolidated financial statements. |
Restructuring Activities
Restructuring Activities | 3 Months Ended |
Apr. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities Summary of Restructuring Plans In September 2015, management approved and commenced implementation of several restructuring actions, including organizational re-alignment, consolidation and relocation of the New York facilities that was completed by December 2015, closure of the Houston facility that was completed by December 2015, and closure of the St. Louis facility that was completed in April 2016, all of which are part of our overall strategy to streamline operations. We have recorded a cumulative total of approximately $2.2 million for severance and benefits and loss on early exit from leases. We do not expect to record additional accruals related to these restructuring plans. As of April 2, 2016, we have accrued approximately $0.5 million for severance and benefits and early exit from lease in the Electronic Systems segment and approximately $1.0 million for severance and benefits and loss on early exit from lease in the Structural Systems segment, all of which were charged to selling, general and administrative expenses. Our restructuring activities in the three months ended April 2, 2016 were as follows (in thousands): December 31, 2015 Three Months Ended April 2, 2016 April 2, 2016 Balance Charges Cash Payments Change in Estimates Balance Severance and benefits $ 722 $ 22 $ (335 ) $ — $ 409 Lease termination 1,181 — (130 ) — 1,051 Ending balance $ 1,903 $ 22 $ (465 ) $ — $ 1,460 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Apr. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for an asset or the price that would be paid to transfer a liability (an exit price) in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The accounting standard provides a framework for measuring fair value using a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs that may be used to measure fair value are as follows: Level 1 - Quoted prices (unadjusted) 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; and 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. Our financial instruments consist primarily of cash and cash equivalents and interest rate cap derivatives designated as cash flow hedging instruments. Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): As of April 2, 2016 As of December 31, 2015 Fair Value Measurements Using Fair Value Measurements Using Level 1 Level 2 Level 3 Total Balance Level 1 Level 2 Level 3 Total Balance Assets Money market funds (1) $ 6,342 $ — $ — $ 6,342 $ 4,587 $ — $ — $ 4,587 Interest rate cap hedges (2) — 391 — 391 — 963 — 963 Total Assets $ 6,342 $ 391 $ — $ 6,733 $ 4,587 $ 963 $ — $ 5,550 (1) Included as cash and cash equivalents. (2) Interest rate cap hedge premium included as other current assets and other assets. The fair value of the interest rate cap hedge agreements was determined using pricing models that use observable market inputs as of the balance sheet date, a Level 2 measurement. There were no transfers between Level 1, Level 2, or Level 3 financial instruments in the three months ended April 2, 2016. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Apr. 02, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments Derivative Instruments and Hedging Activities We periodically enter into cash flow derivative transactions, such as interest rate cap agreements, to hedge exposure to various risks related to interest rates. We assess the effectiveness of the interest rate cap hedges at inception of the hedge. We recognize all derivatives at their fair value. For cash flow designated hedges, the effective portion of the changes in fair value of the derivative contract are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in net earnings at the time earnings are affected by the hedged transaction. Adjustments to record changes in fair values of the derivative contracts that are attributable to the ineffective portion of the hedges, if any, are recognized in earnings. We present derivative instruments in our consolidated statements of cash flows’ operating, investing, or financing activities consistent with the cash flows of the hedged item. Our interest rate cap hedges were designated as cash flow hedges and deemed highly effective at the inception of the hedges. These interest rate cap hedges mature concurrently with the term loan in June 2020. During the three months ended April 2, 2016, the interest rate cap hedges continued to be highly effective and approximately $0.4 million , net of tax, was recognized in other comprehensive income. No amount was recorded in the condensed consolidated statements of operations during the three months ended April 2, 2016. See Note 8. The recorded fair value of the derivative financial instruments in the consolidated balance sheets were as follows: (In thousands) April 2, 2016 (In thousands) December 31, 2015 Other Current Assets Other Long Term Assets Other Current Assets Other Long Term Assets Derivatives Designated as Hedging Instruments Cash Flow Hedges: Interest rate cap premiums $ — $ 391 $ 1 $ 962 Total Derivatives $ — $ 391 $ 1 $ 962 |
Inventories
Inventories | 3 Months Ended |
Apr. 02, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: (In thousands) April 2, December 31, Raw materials and supplies $ 63,919 $ 61,840 Work in process 59,088 49,299 Finished goods 10,180 10,073 133,187 121,212 Less progress payments 6,107 5,808 Total $ 127,080 $ 115,404 We net advances from customers related to inventory purchases against inventories in the consolidated balance sheets. |
Goodwill
Goodwill | 3 Months Ended |
Apr. 02, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill Gross goodwill and accumulated goodwill impairment were approximately $164.3 million and $81.7 million , respectively, as of April 2, 2016 and December 31, 2015. The goodwill is related to the Electronic Systems segment. Certain factors may result in the need to perform an impairment test prior to the fourth quarter, which is when we perform our annual goodwill impairment test, including significant under performance of our business relative to expected operating results, significant adverse economic and industry trends, significant decline in our market capitalization for an extended period of time relative to net book value, a decision to divest individual businesses within a reporting unit, or a decision to group individual businesses differently. At times, our market capitalization had declined below book value, which if it continues for an extended period of time, is a factor that could lead to a conclusion that a triggering event has occurred. As our market capitalization declines recently have been temporary in nature and our market capitalization has exceeded our book value, we do not consider these temporary declines in market capitalization to be a triggering event in the fiscal quarter ended April 2, 2016. However, it is considered at least reasonably possible that our determination that goodwill for our Electronic Systems segment was not impaired could change in the near term if any the factors noted above occurs. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Apr. 02, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The components of accrued liabilities were as follows: (In thousands) April 2, December 31, Accrued compensation $ 17,602 $ 13,521 Accrued income tax and sales tax 5,358 1,513 Customer deposits 2,275 1,758 Interest payable 103 58 Provision for forward loss reserves 10,194 11,925 Other 6,964 7,683 Total $ 42,496 $ 36,458 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Apr. 02, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt and the current period interest rates were as follows: (In thousands) April 2, December 31, New term loan $ 190,000 $ 245,000 Other debt (fixed 5.41%) 19 26 Total debt 190,019 245,026 Less current portion 19 26 Total long-term debt $ 190,000 $ 245,000 Less debt issuance costs $ 3,968 $ 4,339 Total long-term debt, net of debt issuance costs $ 186,032 $ 240,661 Weighted-average interest rate 3.33 % 3.07 % In June 2015, we completed a new credit facility to replace the Existing Credit Facilities. The new credit facility consisted of a $275.0 million senior secured term loan, which matures on June 26, 2020 (“New Term Loan”), and a $200.0 million senior secured revolving credit facility (“New Revolving Credit Facility”), which matures on June 26, 2020 (collectively, the “New Credit Facilities”). The New Credit Facilities bear interest, at our option, at a rate equal to either (i) the Eurodollar Rate (defined as LIBOR) plus an applicable margin ranging from 1.50% to 2.75% per year or (ii) the Base Rate (defined as the highest of [a] Federal Funds Rate plus 0.50% , [b] Bank of America’s prime rate, and [c] the Eurodollar Rate plus 1.00% ) plus an applicable margin ranging from 0.50% to 1.75% per year, in each case based upon the consolidated total net adjusted leverage ratio. The undrawn portions of the commitments of the New Credit Facilities are subject to a commitment fee ranging from 0.175% to 0.300% , based upon the consolidated total net adjusted leverage ratio. Further, we are required to make mandatory prepayments of amounts outstanding under the New Term Loan. The mandatory prepayments will be made quarterly, equal to 5.0% per year of the original aggregate principal amount during the first two years and increase to 7.5% per year during the third year, and increase to 10.0% per year during the fourth year and fifth years, with the remaining balance payable on June 26, 2020. The loans under the New Revolving Credit Facility are due on June 26, 2020. As of April 2, 2016, we were in compliance with all covenants required under the New Credit Facilities. We have been making voluntary principal prepayments on a quarterly basis on our senior secured term loan and in conjunction with the closing of the New Credit Facilities in second quarter 2015, we drew down approximately $65.0 million on the New Revolving Credit Facility and used those proceeds along with current cash on hand to extinguish the existing senior secured term loan of approximately $80.0 million . We expensed the unamortized debt issuance costs related to the existing senior secured term loan of approximately $2.8 million as part of extinguishing the existing senior secured term loan in second quarter 2015. We also incurred approximately $4.8 million of debt issuance costs related to the New Credit Facilities and those costs were capitalized and are being amortized over the five year life of the New Credit Facilities. In addition, we retired all of the $200.0 million senior unsecured notes (“Existing Notes”) in July 2015. We drew down on the New Term Loan in the amount of $275.0 million . Along with the call notice amount and paying the call premium of approximately $9.8 million , we also paid down the $65.0 million outstanding on the New Revolving Credit Facility. We expensed the call premium of approximately $9.8 million and debt issuance costs related to the Existing Notes of approximately $2.1 million upon extinguishing the Existing Notes in July 2015. Further, we made voluntary principal prepayments of approximately $55.0 million under the New Term Loan during the three months ended April 2, 2016. As of April 2, 2016, we had approximately $198.5 million of unused borrowing capacity under the New Revolving Credit Facility, after deducting approximately $1.5 million for standby letters of credit. The New Credit Facilities were entered into by us (“Parent Company”) and guaranteed by all of our subsidiaries, other than one subsidiary (“Subsidiary Guarantors”) that was considered minor. The Parent Company has no independent assets or operations and the Subsidiary Guarantors jointly and severally guarantee, on a senior unsecured basis, the New Credit Facilities. Therefore, no condensed consolidating financial information for the Parent Company and its subsidiaries are presented. In October 2015, we entered into interest rate cap hedges designated as cash flow hedges with maturity dates of June 2020, and in aggregate, totaling approximately $135.0 million of our debt. We paid a total of approximately $1.0 million in connection with entering into the interest rate cap hedges. See Note 4 for further discussion. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Apr. 02, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity We are authorized to issue five million shares of preferred stock. At April 2, 2016 and December 31, 2015 , no preferred shares were issued or outstanding. |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Apr. 02, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The components of net periodic pension expense were as follows: (In thousands) Three Months Ended April 2, April 4, Service cost $ 133 $ 196 Interest cost 342 338 Expected return on plan assets (370 ) (374 ) Amortization of actuarial losses 191 222 Net periodic pension cost $ 296 $ 382 The components of the reclassifications of net actuarial losses from accumulated other comprehensive loss to net income for the three months ended April 2, 2016 were as follows: (In thousands) Three Months Ended April 2, Amortization of actuarial losses - total before tax (1) $ (191 ) Tax benefit 68 Net of tax $ (123 ) (1) The amortization expense is included in the computation of periodic pension cost and is a decrease to net income upon reclassification from accumulated other comprehensive loss. |
Indemnifications
Indemnifications | 3 Months Ended |
Apr. 02, 2016 | |
Disclosure of Guarantees and Indemnifications [Abstract] | |
Indemnifications | Indemnifications We have made guarantees and indemnities under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions, including revenue transactions in the ordinary course of business. In connection with certain facility leases, we have indemnified our lessors for certain claims arising from the facility or the lease. We indemnify our directors and officers to the maximum extent permitted under the laws of the State of Delaware. However, we have a directors and officers insurance policy that may reduce our exposure in certain circumstances and may enable us to recover a portion of future amounts that may be payable, if any. The duration of the guarantees and indemnities varies and, in many cases is indefinite but subject to statute of limitations. The majority of guarantees and indemnities do not provide any limitations of the maximum potential future payments we could be obligated to make. Historically, payments related to these guarantees and indemnities have been immaterial. We estimate the fair value of our indemnification obligations as insignificant based on this history and insurance coverage and have, therefore, not recorded any liability for these guarantees and indemnities in the accompanying condensed consolidated balance sheets. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes is determined using an estimated annual effective tax rate, which is generally less than the U.S. federal statutory rate, primarily due to research and development (“R&D”) tax credits and deductions available for domestic production activities. Our effective tax rate may be subject to fluctuations during the year as new information is obtained, which may affect the assumptions used to estimate the annual effective tax rate, including factors such as expected utilization of R&D tax credits, valuation allowances against deferred tax assets, the recognition or derecognition of tax benefits related to uncertain tax positions, and changes in or the interpretation of tax laws in jurisdictions where we conduct business. We recognize deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of our assets and liabilities along with net operating loss and tax credit carryovers. We record a valuation allowance against our deferred tax assets to reduce the net carrying value to an amount that we believe is more likely than not to be realized. When we establish or reduce our valuation allowance against our deferred tax assets, the provision for income taxes will increase or decrease, respectively, in the period when that determination is made. We recorded income tax expense of approximately $7.2 million (effective tax rate of 35% ) for the three months ended April 2, 2016 compared to an income tax benefit of approximately $(1.1) million (effective tax benefit rate of 35% ) for the three months ended April 4, 2015. The increase in the effective tax rate for the three months ended April 2, 2016 compared to the three months ended April 4, 2015 was primarily due to pretax income in the current three month period mainly driven by an approximately $18.8 million gain on divestitures of our Pittsburgh and Miltec operations. The increase was partially offset by the release of a valuation allowance related to a capital loss carryforward that can be used to offset the net capital gain generated from the divestitures and the U.S. Federal research and development tax credit that was permanently extended in the fourth quarter of 2015. Our unrecognized tax benefits were approximately $3.0 million as of both April 2, 2016 and December 31, 2015 . Approximately $2.1 million , if recognized, would affect the annual income tax rate. We do not anticipate any significant increases or decreases to our unrecognized tax benefits in the next twelve months. |
Contingencies
Contingencies | 3 Months Ended |
Apr. 02, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies On October 8, 2014, the United States District Court for the District of Kansas (the “District Court”) granted summary judgment in favor of The Boeing Company (“Boeing”) and Ducommun and dismissed the lawsuit entitled United States of America ex rel Taylor Smith, Jeannine Prewitt and James Ailes v. The Boeing Company and Ducommun Inc. . The lawsuit was a qui tam action brought by three former Boeing employees (“Relators”) against Boeing and Ducommun on behalf of the United States of America for violations of the United States False Claims Act. Relators have appealed the dismissal to the Tenth Circuit Court of Appeals. The lawsuit alleged that Ducommun sold unapproved parts to Boeing which were installed by Boeing in aircraft ultimately sold to the United States Government and that Boeing and Ducommun submitted or caused to be submitted false claims for payment relating to 21 aircraft sold by Boeing to the United States Government. The lawsuit sought damages in an amount equal to three times the amount of damages the United States Government sustained because of the defendants’ actions, plus a civil penalty of $10 thousand for each false claim made on or before September 28, 1999, and $11 thousand for each false claim made on or after September 28, 1999, together with attorneys’ fees and costs. The Relators claimed that the United States Government sustained damages of $1.6 billion (the contract purchase price of 21 aircraft) or, alternatively, $851 million (the alleged diminished value and increased maintenance cost of the 21 aircraft). After investigating the allegations, the United States Government declined to intervene in the lawsuit. Structural Systems has been directed by California environmental agencies to investigate and take corrective action for groundwater contamination at its facilities located in El Mirage and Monrovia, California. Based on currently available information, Ducommun has established a reserve for its estimated liability for such investigation and corrective action of approximately $1.5 million at April 2, 2016 , which is reflected in other long-term liabilities on its consolidated balance sheet. Structural Systems also faces liability as a potentially responsible party for hazardous waste disposed at landfills located in Casmalia and West Covina, California. Structural Systems and other companies and government entities have entered into consent decrees with respect to these landfills with the United States Environmental Protection Agency and/or California environmental agencies under which certain investigation, remediation and maintenance activities are being performed. Based on currently available information, Ducommun preliminarily estimates that the range of its future liabilities in connection with the landfill located in West Covina, California is between approximately $0.4 million and $3.1 million . Ducommun has established a reserve for its estimated liability, in connection with the West Covina landfill of approximately $0.4 million at April 2, 2016 , which is reflected in other long-term liabilities on its consolidated balance sheet. Ducommun’s ultimate liability in connection with these matters will depend upon a number of factors, including changes in existing laws and regulations, the design and cost of construction, operation and maintenance activities, and the allocation of liability among potentially responsible parties. In the normal course of business, Ducommun and its subsidiaries are defendants in certain other litigation, claims and inquiries, including matters relating to environmental laws. In addition, Ducommun makes various commitments and incurs contingent liabilities. While it is not feasible to predict the outcome of these matters, Ducommun does not presently expect that any sum it may be required to pay in connection with these matters would have a material adverse effect on its condensed consolidated financial position, results of operations or cash flows. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Apr. 02, 2016 | |
Segment Reporting [Abstract] | |
Business Segment Information | Business Segment Information We supply products and services primarily to the aerospace and defense industries. Our subsidiaries are organized into two strategic businesses, Structural Systems and Electronic Systems, each of which is a reportable operating segment. Financial information by reportable operating segment was as follows: (In thousands) Three Months Ended April 2, April 4, Net Revenues Structural Systems $ 64,017 $ 72,058 Electronic Systems 78,131 100,862 Total Net Revenues $ 142,148 $ 172,920 Segment Operating Income Structural Systems $ 2,724 $ 2,138 Electronic Systems 7,053 6,285 9,777 8,423 Corporate General and Administrative Expenses (1) (5,484 ) (4,796 ) Operating Income $ 4,293 $ 3,627 Depreciation and Amortization Expenses Structural Systems $ 2,057 $ 2,513 Electronic Systems 3,761 4,359 Corporate Administration 37 42 Total Depreciation and Amortization Expenses $ 5,855 $ 6,914 Capital Expenditures Structural Systems $ 2,054 $ 3,334 Electronic Systems 347 1,490 Corporate Administration — 4 Total Capital Expenditures $ 2,401 $ 4,828 (1) Includes costs not allocated to either the Structural Systems or Electronic Systems operating segments. Segment assets include assets directly identifiable with each segment. Corporate assets include assets not specifically identified with a business segment, including cash. Our segment assets are as follows: (In thousands) April 2, December 31, Total Assets Structural Systems $ 182,157 $ 179,134 Electronic Systems 325,987 363,227 Corporate Administration 11,230 14,720 Total Assets $ 519,374 $ 557,081 Goodwill and Intangibles Structural Systems $ 4,586 $ 4,866 Electronic Systems 186,327 207,595 Total Goodwill and Intangibles $ 190,913 $ 212,461 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 02, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business We are a leading global provider of engineering and manufacturing services for high-performance products and high-cost-of failure applications used primarily in the aerospace and defense (“A&D”), industrial, natural resources, medical and other industries (collectively, “Industrial”). Our subsidiaries are organized into two strategic businesses: Electronic Systems segment and Structural Systems segment, each of which is a reportable operating segment. Electronic Systems designs, engineers and manufactures high-reliability products used in worldwide technology-driven markets including aerospace, defense, natural resources, industrial and medical and other end-use markets. Electronic Systems’ product offerings range from prototype development to complex assemblies. Structural Systems designs, engineers and manufactures large, complex contoured aerospace structural components and assemblies and supplies composite and metal bonded structures and assemblies. Structural Systems’s products are used on commercial aircraft, military fixed-wing aircraft and military and commercial rotary-wing aircraft. All reportable operating segments follow the same accounting principles. |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of Ducommun Incorporated and its subsidiaries (“Ducommun,” the “Company,” “we,” “us” or “our”), after eliminating intercompany balances and transactions. The December 31, 2015 condensed consolidated balance sheet data was derived from audited financial statements, but does not contain all disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). Our significant accounting policies were described in Part IV, Item 15(a)(1), “Note 1. Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2015. We followed the same accounting policies for interim reporting. The financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all adjustments, consisting of recurring accruals, have been made that are necessary to fairly state our condensed consolidated financial position, statements of income, comprehensive income and cash flows in accordance with GAAP for the periods covered by this Quarterly Report on Form 10-Q. The results of operations for the three months ended April 2, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016. Our fiscal quarters typically end on the Saturday closest to the end of March, June and September for the first three fiscal quarters of each year, and ends on December 31 for our fourth fiscal quarter. As a result of using fiscal quarters for the first three quarters combined with leap years, our first and fourth fiscal quarters can range between 12 1/2 weeks to 13 1/2 weeks while the second and third fiscal quarters remain at a constant 13 weeks per fiscal quarter. Certain reclassifications have been made to prior period amounts to conform to the current year’s presentation. |
Use of Estimates | Use of Estimates Certain amounts and disclosures included in the unaudited condensed consolidated financial statements required management to make estimates and judgments that affect the amounts of assets, liabilities (including forward loss reserves), revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding in each period. Diluted earnings per share are computed by dividing income available to common shareholders plus income associated with dilutive securities by the weighted-average number of common shares outstanding, plus any potential dilutive shares that could be issued if exercised or converted into common stock in each period. The net earnings (loss), weighted-average number of common shares outstanding used to compute earnings (loss) per share were as follows: (In thousands, except per share data) Three Months Ended April 2, April 4, Net earnings (loss) $ 13,550 $ (1,973 ) Weighted-average number of common shares outstanding Basic weighted-average common shares outstanding 11,100 10,964 Dilutive potential common shares 140 — Diluted weighted-average common shares outstanding 11,240 10,964 Earnings (loss) per share Basic $ 1.22 $ (0.18 ) Diluted $ 1.21 $ (0.18 ) Potentially dilutive stock options and stock units to purchase common stock, as shown below, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. However, these shares may be potentially dilutive common shares in the future. (In thousands) Three Months Ended April 2, April 4, Stock options and stock units 593 916 |
Fair Value | Fair Value Assets and liabilities that are measured, recorded or disclosed at fair value on a recurring basis are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1, the highest level, refers to the values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant observable inputs. Level 3, the lowest level, includes fair values estimated using significant unobservable inputs. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents consist of highly liquid instruments purchased with original maturities of three months or less. Our cash accounts are not reduced for checks written until the checks are presented for payment and paid by our bank. These assets are valued at cost, which approximates fair value, which we classify as Level 1. See Fair Value above. |
Derivatives Instruments | Derivative Instruments We recognize derivative instruments on our consolidated balance sheets at their fair value. On the date that we enter into a derivative contract, we designate the derivative instrument as a fair value hedge, a cash flow hedge, a hedge of a net investment in a foreign operation, or a derivative instrument that will not be accounted for using hedge accounting methods. As of April 2, 2016, all of our derivative instruments were designated as cash flow hedges. We record changes in the fair value of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge in other comprehensive income (loss), net of tax until our earnings are affected by the variability of cash flows of the underlying hedge. We record any hedge ineffectiveness and amounts excluded from effectiveness testing in current period earnings within interest expense. We report changes in the fair values of derivative instruments that are not designated or do not qualify for hedge accounting in current period earnings. We classify cash flows from derivative instruments on the consolidated statements of cash flows in the same category as the item being hedged or on a basis consistent with the nature of the instrument. When we determine that a derivative instrument is not highly effective as a hedge, we discontinue hedge accounting prospectively. In all situations in which we discontinue hedge accounting and the derivative instrument remains outstanding, we will carry the derivative instrument at its fair value on our consolidated balance sheets and recognize subsequent changes in its fair value in our current period earnings. |
Inventories | Inventories Inventories are stated at the lower of cost or market with cost being determined on a first-in, first-out basis. Market value for raw materials is based on replacement cost and for other inventory classifications it is based on net realizable value. Inventoried costs include raw materials, outside processing, direct labor and allocated overhead, adjusted for any abnormal amounts of idle facility expense, freight, handling costs, and wasted materials (spoilage) incurred. Costs under long-term contracts are accumulated into, and removed from, inventory on the same basis as other contracts. We assess the inventory carrying value and reduce it, if necessary, to its net realizable value based on customer orders on hand, and internal demand forecasts using management’s best estimates given information currently available. We maintain an allowance for potentially excess and obsolete inventories and inventories that are carried at costs that are higher than their estimated net realizable values. |
Production Cost of Contracts | Production Cost of Contracts Production cost of contracts includes non-recurring production costs, such as design and engineering costs, and tooling and other special-purpose machinery necessary to build parts as specified in a contract. Production costs of contracts are recorded to cost of goods sold using the units of delivery method. We review long-lived assets within production costs of contracts for impairment on an annual basis (in the fourth quarter for us) or when events or changes in circumstances indicate that the carrying value of our long-lived assets may not be recoverable. An impairment charge is recognized when the carrying value of an asset exceeds the projected undiscounted future cash flows expected from its use and disposal. |
Assets Held For Sale | Assets Held For Sale In the fourth quarter of 2015, we made the decision to sell our Huntsville, Alabama and Iuka, Mississippi (collectively, “Miltec”) operations and our Pittsburgh, Pennsylvania operation, both of which were part of our Electronic Systems operating segment, and as a result, we met the criteria for assets held for sale. However, the proposed sale of these two operations did not represent a strategic shift in our business and thus, were included in the ongoing operating results in the consolidated statements of operations for all periods presented. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss, as reflected in the condensed consolidated balance sheets under the equity section, was comprised of cumulative pension and retirement liability adjustments and changes in the fair value, net of tax, of a derivative instrument that is highly effective and that is designated and qualifies as a cash flow hedge. |
Provision for Estimated Losses on Contracts | Provision for Estimated Losses on Contracts We record provisions for the total anticipated losses on contracts considering total estimated costs to complete the contract compared to total anticipated revenues in the period in which such losses are identified. The provisions for estimated losses on contracts require us to make certain estimates and assumptions, including those with respect to the future revenue under a contract and the future cost to complete the contract. Our estimate of the future cost to complete a contract may include assumptions as to improvements in manufacturing efficiency, reductions in operating and material costs, and our ability to resolve claims and assertions with our customers. If any of these or other assumptions and estimates do not materialize in the future, we may be required to record additional provisions for estimated losses on contracts. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements New Accounting Guidance Adopted in 2016 In August 2015, the FASB issued ASU 2015-15, “Imputation of Interest (Subtopic 835-30)” (“ASU 2015-15”), which provides guidance on the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Other guidance does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Thus, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The new guidance is effective for us beginning January 1, 2016. We did not have debt issuance costs associated with line-of-credit arrangements and thus, the adoption of this new guidance did not have a significant impact on our condensed consolidated financial statements. In June 2015, the FASB issued ASU 2015-10, “Technical Corrections and Improvements” (“ASU 2015-10”), which covers a wide range of Topics in the Codification. The amendments in ASU 2015-10 represent changes to make minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost on most entities. The amendments in this new guidance that require transition guidance are effective for us beginning January 1, 2016. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (“ASU 2015-05”), which provides guidance on fees paid by a customer in a cloud computing arrangement. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The new guidance is effective for us beginning January 1, 2016. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of those costs is reported as interest expense. The new guidance is effective for us beginning January 1, 2016. As a result of the adoption of this new guidance, we reclassed approximately $4.0 million of debt issuance costs against approximately $190.0 million of total debt as of April 2, 2016. In January 2015, the FASB issued ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20)” (“ASU 2015-01”), which eliminates from U.S. GAAP the concept of extraordinary items. Current guidance requires separate classification, presentation, and disclosure of extraordinary events and transactions. In addition, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. The new guidance is effective for us beginning January 1, 2016. The adoption of this standard did not have a significant impact on our condensed consolidated financial statements. In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period” (“ASU 2014-12”), which requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. Thus, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The new guidance is effective for us beginning January 1, 2016. The adoption of this standard did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” (“ASU 2016-10”), which clarifies the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The new guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, which will be our interim period beginning January 1, 2018. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods with that reporting period. We are evaluating the impact of this standard. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”), which is intended to improve the accounting for employee share-based payments. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2017. Early adoption is permitted in any interim or annual reporting period. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In March 2016, the FASB issued ASU 2016-05, “Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships” (“ASU 2016-05”), which clarifies that a change in the counter party to a derivative instrument designated as a hedging instrument does not require dedesignation of that hedging relationship, provided that all other hedge accounting criteria are met. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2017. Early adoption is permitted as of the beginning of an interim period on a modified retrospective basis. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which requires lessees to present right-of-use assets and lease liabilities on the balance sheet. Lessees are required to apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2019. We are evaluating the impact of this standard but currently anticipate it will impact our condensed consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330)” (“ASU 2015-11”), which requires inventory within the scope of ASU 2015-11 to be measured at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory value. The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which will be our interim period beginning January 1, 2017. Early adoption is permitted as of the beginning of an interim or annual reporting period. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which defines management’s responsibility to evaluate whether there is substantial doubt about a company’s ability to continue as a going concern. ASU 2014-15 also provide principles and definitions that are intended to reduce diversity in the timing and content of disclosures in the financial statement footnotes. The new guidance is effective for annual periods ending after December 15, 2016, which will be our year ending December 31, 2016, and interim periods beginning after December 15, 2016, which will be our interim period beginning January 1, 2017. Early adoption is permitted. We are evaluating the impact of this standard but currently do not anticipate it will have a significant impact on our condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. It requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. Thus, it depicts the transfer of promised goods or services to customers in an amount that reflects the consideration an entity expects to receive in exchange for those goods or services. Companies have the option of applying the provisions of ASU 2014-09 either retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this guidance recognized at the date of initial application. In August 2015, the FASB issued ASU 2015-14, “Revenue From Contracts With Customers (Topic 606)” (“ASU 2015-14”), which defer the effective date of ASU 2014-09 by one year to annual periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The new guidance is effective for us beginning January 1, 2018 and will provide us additional time to evaluate the method and impact that ASU 2014-09 will have on our condensed consolidated financial statements. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Supplemental Cash Flow | Supplemental Cash Flow Information (In thousands) Three Months Ended April 2, 2016 April 4, 2015 Interest paid $ 2,081 $ 11,397 Taxes paid — — Non-cash activities: Purchases of property and equipment not paid 215 714 |
Weighted Average Number of Shares Outstanding Used to Compute Earnings Per Share | The net earnings (loss), weighted-average number of common shares outstanding used to compute earnings (loss) per share were as follows: (In thousands, except per share data) Three Months Ended April 2, April 4, Net earnings (loss) $ 13,550 $ (1,973 ) Weighted-average number of common shares outstanding Basic weighted-average common shares outstanding 11,100 10,964 Dilutive potential common shares 140 — Diluted weighted-average common shares outstanding 11,240 10,964 Earnings (loss) per share Basic $ 1.22 $ (0.18 ) Diluted $ 1.21 $ (0.18 ) |
Weighted Average Number of Shares Outstanding Excluded from Computation of Diluted Earnings | Potentially dilutive stock options and stock units to purchase common stock, as shown below, were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive. However, these shares may be potentially dilutive common shares in the future. (In thousands) Three Months Ended April 2, April 4, Stock options and stock units 593 916 |
Disclosure of Long Lived Assets Held-for-sale | The carrying values of the major classes of assets and liabilities related to these assets held for sale were as follows: (In thousands) April 2, December 31, Assets Accounts receivable (less allowance for doubtful accounts of zero and $24 at April 2, 2016 and December 31, 2015, respectively) $ — $ 9,395 Inventory — 6,453 Deferred income taxes — 1,246 Other current assets — 3,315 Total current assets — 20,409 Property and equipment, net of accumulated depreciation of zero and $8,509 at April 2, 2016 and December 31, 2015, respectively — 1,941 Goodwill — 17,772 Other intangible assets — 1,514 $ — $ 41,636 Liabilities Accounts payable $ — $ 4,836 Accrued liabilities — 1,944 $ — $ 6,780 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | Our restructuring activities in the three months ended April 2, 2016 were as follows (in thousands): December 31, 2015 Three Months Ended April 2, 2016 April 2, 2016 Balance Charges Cash Payments Change in Estimates Balance Severance and benefits $ 722 $ 22 $ (335 ) $ — $ 409 Lease termination 1,181 — (130 ) — 1,051 Ending balance $ 1,903 $ 22 $ (465 ) $ — $ 1,460 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements | Our financial instruments consist primarily of cash and cash equivalents and interest rate cap derivatives designated as cash flow hedging instruments. Assets and liabilities measured at fair value on a recurring basis were as follows (in thousands): As of April 2, 2016 As of December 31, 2015 Fair Value Measurements Using Fair Value Measurements Using Level 1 Level 2 Level 3 Total Balance Level 1 Level 2 Level 3 Total Balance Assets Money market funds (1) $ 6,342 $ — $ — $ 6,342 $ 4,587 $ — $ — $ 4,587 Interest rate cap hedges (2) — 391 — 391 — 963 — 963 Total Assets $ 6,342 $ 391 $ — $ 6,733 $ 4,587 $ 963 $ — $ 5,550 (1) Included as cash and cash equivalents. (2) Interest rate cap hedge premium included as other current assets and other assets. |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The recorded fair value of the derivative financial instruments in the consolidated balance sheets were as follows: (In thousands) April 2, 2016 (In thousands) December 31, 2015 Other Current Assets Other Long Term Assets Other Current Assets Other Long Term Assets Derivatives Designated as Hedging Instruments Cash Flow Hedges: Interest rate cap premiums $ — $ 391 $ 1 $ 962 Total Derivatives $ — $ 391 $ 1 $ 962 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following: (In thousands) April 2, December 31, Raw materials and supplies $ 63,919 $ 61,840 Work in process 59,088 49,299 Finished goods 10,180 10,073 133,187 121,212 Less progress payments 6,107 5,808 Total $ 127,080 $ 115,404 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | The components of accrued liabilities were as follows: (In thousands) April 2, December 31, Accrued compensation $ 17,602 $ 13,521 Accrued income tax and sales tax 5,358 1,513 Customer deposits 2,275 1,758 Interest payable 103 58 Provision for forward loss reserves 10,194 11,925 Other 6,964 7,683 Total $ 42,496 $ 36,458 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt Summary | Long-term debt and the current period interest rates were as follows: (In thousands) April 2, December 31, New term loan $ 190,000 $ 245,000 Other debt (fixed 5.41%) 19 26 Total debt 190,019 245,026 Less current portion 19 26 Total long-term debt $ 190,000 $ 245,000 Less debt issuance costs $ 3,968 $ 4,339 Total long-term debt, net of debt issuance costs $ 186,032 $ 240,661 Weighted-average interest rate 3.33 % 3.07 % |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Pension Cost | The components of net periodic pension expense were as follows: (In thousands) Three Months Ended April 2, April 4, Service cost $ 133 $ 196 Interest cost 342 338 Expected return on plan assets (370 ) (374 ) Amortization of actuarial losses 191 222 Net periodic pension cost $ 296 $ 382 |
Reclassification out of Accumulated Other Comprehensive Income | The components of the reclassifications of net actuarial losses from accumulated other comprehensive loss to net income for the three months ended April 2, 2016 were as follows: (In thousands) Three Months Ended April 2, Amortization of actuarial losses - total before tax (1) $ (191 ) Tax benefit 68 Net of tax $ (123 ) (1) The amortization expense is included in the computation of periodic pension cost and is a decrease to net income upon reclassification from accumulated other comprehensive loss. |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Apr. 02, 2016 | |
Segment Reporting [Abstract] | |
Financial Information by Reportable Segment | Financial information by reportable operating segment was as follows: (In thousands) Three Months Ended April 2, April 4, Net Revenues Structural Systems $ 64,017 $ 72,058 Electronic Systems 78,131 100,862 Total Net Revenues $ 142,148 $ 172,920 Segment Operating Income Structural Systems $ 2,724 $ 2,138 Electronic Systems 7,053 6,285 9,777 8,423 Corporate General and Administrative Expenses (1) (5,484 ) (4,796 ) Operating Income $ 4,293 $ 3,627 Depreciation and Amortization Expenses Structural Systems $ 2,057 $ 2,513 Electronic Systems 3,761 4,359 Corporate Administration 37 42 Total Depreciation and Amortization Expenses $ 5,855 $ 6,914 Capital Expenditures Structural Systems $ 2,054 $ 3,334 Electronic Systems 347 1,490 Corporate Administration — 4 Total Capital Expenditures $ 2,401 $ 4,828 (1) Includes costs not allocated to either the Structural Systems or Electronic Systems operating segments. |
Segment Assets | Corporate assets include assets not specifically identified with a business segment, including cash. Our segment assets are as follows: (In thousands) April 2, December 31, Total Assets Structural Systems $ 182,157 $ 179,134 Electronic Systems 325,987 363,227 Corporate Administration 11,230 14,720 Total Assets $ 519,374 $ 557,081 Goodwill and Intangibles Structural Systems $ 4,586 $ 4,866 Electronic Systems 186,327 207,595 Total Goodwill and Intangibles $ 190,913 $ 212,461 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended |
Apr. 02, 2016USD ($)Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | Segment | 2 |
Number of operating segments | Segment | 2 |
Cash equivalent maturity period | 3 months |
Accounting Standards Update 2015-03 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs | $ | $ 4 |
Total debt | $ | $ 190 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Supplemental Cash Flow Items (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Supplemental Disclosures of Cash Flow Information | ||
Interest paid | $ 2,081 | $ 11,397 |
Taxes paid | 0 | 0 |
Non-cash activities: | ||
Purchases of property and equipment not paid | $ 215 | $ 714 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Weighted Average Number of Shares Outstanding Used to Compute Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Accounting Policies [Abstract] | ||
Net earnings (loss) | $ 13,550 | $ (1,973) |
Weighted-average number of common shares outstanding | ||
Basic weighted-average common shares outstanding | 11,100 | 10,964 |
Dilutive potential common shares | 140 | 0 |
Diluted weighted-average common shares outstanding | 11,240 | 10,964 |
Earnings (loss) per share | ||
Basic (in dollars per share) | $ 1.22 | $ (0.18) |
Diluted (in dollars per share) | $ 1.21 | $ (0.18) |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Weighted Average Number of Shares Outstanding Excluded from Computation of Diluted Earnings (Detail) - shares shares in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Stock Options and Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive stock options and stock units to purchase common stock | 593 | 916 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Assets Held For Sale (Details) - USD ($) $ in Thousands | Mar. 25, 2016 | Jan. 22, 2016 | Apr. 02, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on divestiture | $ 18,800 | |||
Assets | ||||
Total current assets | 0 | $ 41,636 | ||
Assets Disposed of by Sale | Electronic Systems | Pittsburgh, Pennsylvania Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received | $ 38,500 | |||
Gain on divestiture | 18,300 | |||
Transaction costs | 200 | |||
Assets | ||||
Total Assets | 24,000 | |||
Liabilities | ||||
Total Liabilities | $ 4,000 | |||
Assets Disposed of by Sale | Electronic Systems | Miltec Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration received | $ 14,600 | |||
Gain on divestiture | 500 | |||
Transaction costs | 1,300 | |||
Assets | ||||
Total Assets | 15,400 | |||
Liabilities | ||||
Total Liabilities | $ 2,600 | |||
Assets Held For Sale | Electronic Systems | ||||
Assets | ||||
Accounts receivable (less allowance for doubtful accounts of zero and $24 at April 2, 2016 and December 31, 2015, respectively) | 0 | 9,395 | ||
Allowance for doubtful accounts | 0 | 24 | ||
Inventory | 0 | 6,453 | ||
Deferred income taxes | 0 | 1,246 | ||
Other current assets | 0 | 3,315 | ||
Total current assets | 0 | 20,409 | ||
Property and equipment, net of accumulated depreciation of zero and $8,509 at April 2, 2016 and December 31, 2015, respectively | 0 | 1,941 | ||
Accumulated depreciation | 0 | 8,509 | ||
Goodwill | 0 | 17,772 | ||
Other intangible assets | 0 | 1,514 | ||
Total Assets | 0 | 41,636 | ||
Liabilities | ||||
Accounts payable | 0 | 4,836 | ||
Accrued liabilities | 0 | 1,944 | ||
Total Liabilities | $ 0 | $ 6,780 |
Restructuring Activities (Detai
Restructuring Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 02, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges accrued during period | $ 1,903 | $ 1,460 |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,903 | |
Gross charges | 22 | |
Cash payments | (465) | |
Change in Estimates | 0 | |
Ending balance | 1,460 | |
Severance benefits and loss on early exit from leases | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs incurred to date | 2,200 | |
Severance and benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges accrued during period | 722 | 409 |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 722 | |
Gross charges | 22 | |
Cash payments | (335) | |
Change in Estimates | 0 | |
Ending balance | 409 | |
Lease termination | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges accrued during period | 1,181 | 1,051 |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | 1,181 | |
Gross charges | 0 | |
Cash payments | (130) | |
Change in Estimates | 0 | |
Ending balance | 1,051 | |
Electronic Systems | Severance and benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges accrued during period | 500 | 500 |
Restructuring Reserve [Roll Forward] | ||
Ending balance | 500 | |
Structural Systems | Severance and benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges accrued during period | 1,000 | $ 1,000 |
Restructuring Reserve [Roll Forward] | ||
Ending balance | $ 1,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring Measurement - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 6,342 | $ 4,587 |
Interest rate cap hedges | 391 | 963 |
Total Assets | 6,733 | 5,550 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 6,342 | 4,587 |
Interest rate cap hedges | 0 | 0 |
Total Assets | 6,342 | 4,587 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Interest rate cap hedges | 391 | 963 |
Total Assets | 391 | 963 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Interest rate cap hedges | 0 | 0 |
Total Assets | $ 0 | $ 0 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Interest rate cap hedges recognized in other comprehensive income, net of tax | $ (408) | $ 0 | |
Other Current Assets | |||
Derivative [Line Items] | |||
Derivative asset | 0 | $ 1 | |
Other Long Term Assets | |||
Derivative [Line Items] | |||
Derivative asset | 391 | 962 | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate cap premiums | Other Current Assets | |||
Derivative [Line Items] | |||
Derivative asset | 0 | 1 | |
Cash Flow Hedging | Designated as Hedging Instrument | Interest rate cap premiums | Other Long Term Assets | |||
Derivative [Line Items] | |||
Derivative asset | $ 391 | $ 962 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 63,919 | $ 61,840 |
Work in process | 59,088 | 49,299 |
Finished goods | 10,180 | 10,073 |
Inventory, Gross, Total | 133,187 | 121,212 |
Less progress payments | 6,107 | 5,808 |
Total | $ 127,080 | $ 115,404 |
Goodwill (Detail)
Goodwill (Detail) - Electronic Systems - USD ($) $ in Millions | Apr. 02, 2016 | Dec. 31, 2015 |
Goodwill [Line Items] | ||
Gross goodwill | $ 164.3 | $ 164.3 |
Accumulated goodwill impairment | $ 81.7 | $ 81.7 |
Accrued Liabilities (Detail)
Accrued Liabilities (Detail) - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 17,602 | $ 13,521 |
Accrued income tax and sales tax | 5,358 | 1,513 |
Customer deposits | 2,275 | 1,758 |
Interest payable | 103 | 58 |
Provision for forward loss reserves | 10,194 | 11,925 |
Other | 6,964 | 7,683 |
Total | $ 42,496 | $ 36,458 |
Long Term Debt - Summary (Detai
Long Term Debt - Summary (Detail) - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 190,019 | $ 245,026 |
Less current portion | 19 | 26 |
Total long-term debt | 190,000 | 245,000 |
Less debt issuance costs | 3,968 | 4,339 |
Total long-term debt, net of debt issuance costs | $ 186,032 | $ 240,661 |
Weighted-average interest rate (percent) | 3.33% | 3.07% |
Senior Secured Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 190,000 | $ 245,000 |
Other Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 19 | $ 26 |
Fixed rate, note (percent) | 5.41% |
Long-Term Debt - Additional inf
Long-Term Debt - Additional information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2015 | Jul. 31, 2015 | Jun. 30, 2015 | Apr. 02, 2016 | Jul. 04, 2015 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 186,032,000 | $ 240,661,000 | ||||
Interest rate cap | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate hedge | $ 135,000,000 | |||||
Payments made for interest rate hedge | $ 1,000,000 | |||||
New Credit Facilities | First two years | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment amount of principal outstanding (percentage) | 5.00% | |||||
New Credit Facilities | Third year | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment amount of principal outstanding (percentage) | 7.50% | |||||
New Credit Facilities | Fourth and fifth years | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment amount of principal outstanding (percentage) | 10.00% | |||||
New Credit Facilities | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee (percentage) | 0.175% | |||||
New Credit Facilities | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee (percentage) | 0.30% | |||||
New Credit Facilities | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate (percentage) | 1.50% | |||||
New Credit Facilities | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate (percentage) | 2.75% | |||||
New Credit Facilities | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (percentage) | 0.50% | |||||
New Credit Facilities | Eurodollar Rate | ||||||
Debt Instrument [Line Items] | ||||||
Spread on base rate (percentage) | 1.00% | |||||
New Credit Facilities | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate (percentage) | 0.50% | |||||
New Credit Facilities | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Spread on variable rate (percentage) | 1.75% | |||||
Senior Secured Term Loan | New Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Debt amount | $ 275,000,000 | |||||
Term (in years) | 5 years | |||||
Borrowings from senior secured debt | $ 275,000,000 | |||||
Repayments of debt | $ 55,000,000 | |||||
Senior Secured Term Loan | Existing Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Cash paid on extinguishment of debt | $ 80,000,000 | |||||
Unamortized debt issuance costs expensed | 2,800,000 | |||||
New Revolving Credit Facility | New Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Debt amount | $ 200,000,000 | |||||
Proceeds from revolving credit facility | 65,000,000 | |||||
Debt issuance costs expensed | $ 4,800,000 | |||||
Repayments of debt | 65,000,000 | |||||
Remaining borrowing capacity | 198,500,000 | |||||
Outstanding standby letters of credit | $ 1,500,000 | |||||
Existing Notes | Existing Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs expensed | 2,100,000 | |||||
Long-term debt | 200,000,000 | |||||
Call premium incurred | $ 9,800,000 |
Shareholders' Equity (Detail)
Shareholders' Equity (Detail) - shares | Apr. 02, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Pension Cost for Defined Benefit Pension Plan and Retirement Plan (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $ 133 | $ 196 |
Interest cost | 342 | 338 |
Expected return on plan assets | (370) | (374) |
Amortization of actuarial losses | 191 | 222 |
Net periodic pension cost | $ 296 | $ 382 |
Employee Benefit Plans - Reclas
Employee Benefit Plans - Reclassifications from Accumulated Other Comprehensive Income (Detail) $ in Thousands | 3 Months Ended |
Apr. 02, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Amortization of actuarial loss - total before tax | $ (191) |
Tax benefit | 68 |
Net of tax | $ (123) |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2016 | Apr. 04, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense (benefit) | $ 7,159 | $ (1,061) | |
Effective income tax expense (benefit) rate (percentage) | 35.00% | (35.00%) | |
Gain on divestiture | $ 18,800 | ||
Unrecognized tax benefits | 3,000 | $ 3,000 | |
Expected reduction in unrecognized tax benefits | $ 2,100 |
Contingencies (Detail)
Contingencies (Detail) $ in Thousands | 3 Months Ended |
Apr. 02, 2016USD ($)AirCraft | |
Loss Contingencies [Line Items] | |
Number of Boeing aircraft subject to lawsuit | AirCraft | 21 |
Civil penalties sought for each false claim made on or before September 28, 1999 | $ 10 |
Civil penalties sought for each false claim made on or after September 28, 1999 | 11 |
Damages Equal to Contract Purchase Price | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | 1,600,000 |
Damages Equal to Alleged Diminished Value and Increased Maintenance Costs | |
Loss Contingencies [Line Items] | |
Estimate of possible loss | 851,000 |
Structural Systems | El Mirage and Monrovia, California | |
Loss Contingencies [Line Items] | |
Reserve for estimated liability | 1,500 |
Structural Systems | West Covina, California | |
Loss Contingencies [Line Items] | |
Reserve for estimated liability | 400 |
Possible Loss, minimum | 400 |
Possible Loss, maximum | $ 3,100 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended |
Apr. 02, 2016Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Business Segment Information 51
Business Segment Information - Financial Information by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2016 | Apr. 04, 2015 | |
Segment Reporting Information [Line Items] | ||
Net Revenues | $ 142,148 | $ 172,920 |
Segment Operating Income | 9,777 | 8,423 |
Operating Income | 4,293 | 3,627 |
Depreciation and Amortization Expenses | 5,855 | 6,914 |
Capital Expenditures | 2,401 | 4,828 |
Operating Segments | Structural Systems | ||
Segment Reporting Information [Line Items] | ||
Net Revenues | 64,017 | 72,058 |
Segment Operating Income | 2,724 | 2,138 |
Depreciation and Amortization Expenses | 2,057 | 2,513 |
Capital Expenditures | 2,054 | 3,334 |
Operating Segments | Electronic Systems | ||
Segment Reporting Information [Line Items] | ||
Net Revenues | 78,131 | 100,862 |
Segment Operating Income | 7,053 | 6,285 |
Depreciation and Amortization Expenses | 3,761 | 4,359 |
Capital Expenditures | 347 | 1,490 |
Corporate Administration | ||
Segment Reporting Information [Line Items] | ||
Corporate General and Administrative Expenses | (5,484) | (4,796) |
Depreciation and Amortization Expenses | 37 | 42 |
Capital Expenditures | $ 0 | $ 4 |
Business Segment Information 52
Business Segment Information - Segment Assets (Detail) - USD ($) $ in Thousands | Apr. 02, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total Assets | $ 519,374 | $ 557,081 |
Total Goodwill and Intangibles | 190,913 | 212,461 |
Operating Segments | Structural Systems | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 182,157 | 179,134 |
Total Goodwill and Intangibles | 4,586 | 4,866 |
Operating Segments | Electronic Systems | ||
Segment Reporting Information [Line Items] | ||
Total Assets | 325,987 | 363,227 |
Total Goodwill and Intangibles | 186,327 | 207,595 |
Corporate Administration | ||
Segment Reporting Information [Line Items] | ||
Total Assets | $ 11,230 | $ 14,720 |