Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 27, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | DMC GLOBAL INC. | |
Entity Central Index Key | 34,067 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 14,770,719 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 8,615 | $ 6,419 |
Accounts receivable, net of allowance for doubtful accounts of $1,155 and $1,146, respectively | 38,628 | 32,959 |
Inventory, net | 30,893 | 28,833 |
Prepaid expenses and other | 5,642 | 5,148 |
Total current assets | 83,778 | 73,359 |
PROPERTY, PLANT AND EQUIPMENT | 115,480 | 109,427 |
Less - accumulated depreciation | (57,357) | (52,294) |
Property, plant and equipment, net | 58,123 | 57,133 |
GOODWILL, net | 17,167 | 16,097 |
PURCHASED INTANGIBLE ASSETS, net | 14,682 | 15,827 |
OTHER ASSETS, net | 128 | 139 |
TOTAL ASSETS | 173,878 | 162,555 |
CURRENT LIABILITIES: | ||
Accounts payable | 15,338 | 13,260 |
Accrued expenses | 4,345 | 4,173 |
Accrued anti-dumping duties | 3,593 | 6,550 |
Dividend payable | 295 | 290 |
Accrued income taxes | 361 | 548 |
Accrued employee compensation and benefits | 3,828 | 3,307 |
Customer advances | 1,286 | 2,619 |
Total current liabilities | 29,046 | 30,747 |
LINES OF CREDIT | 23,927 | 15,732 |
DEFERRED TAX LIABILITIES | 1,441 | 1,448 |
OTHER LONG-TERM LIABILITIES | 2,475 | 2,219 |
Total liabilities | 56,889 | 50,146 |
COMMITMENTS AND CONTINGENT LIABILITIES | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.05 par value; 4,000,000 shares authorized; no issued and outstanding shares | 0 | 0 |
Common stock, $0.05 par value; 25,000,000 shares authorized; 14,770,719 and 14,496,359 shares outstanding, respectively | 740 | 725 |
Additional paid-in capital | 74,637 | 73,116 |
Retained earnings | 76,685 | 80,107 |
Other cumulative comprehensive loss | (34,736) | (41,514) |
Treasury stock, at cost; 37,906 and 2,378 shares, respectively | (337) | (25) |
Total stockholders’ equity | 116,989 | 112,409 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 173,878 | $ 162,555 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,155 | $ 1,146 |
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares outstanding | 14,770,719 | 14,496,359 |
Treasury stock, shares | 37,906 | 2,378 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
NET SALES | $ 47,190 | $ 41,317 | $ 86,152 | $ 81,849 |
COST OF PRODUCTS SOLD | 33,172 | 31,409 | 61,768 | 61,556 |
Gross profit | 14,018 | 9,908 | 24,384 | 20,293 |
COSTS AND EXPENSES: | ||||
General and administrative expenses | 6,082 | 4,389 | 13,288 | 9,837 |
Selling and distribution expenses | 4,492 | 4,497 | 8,974 | 8,520 |
Amortization of purchased intangible assets | 1,004 | 1,015 | 1,988 | 2,014 |
Restructuring expenses | 458 | 829 | 458 | 829 |
Total costs and expenses | 12,036 | 10,730 | 24,708 | 21,200 |
OPERATING INCOME (LOSS) | 1,982 | (822) | (324) | (907) |
OTHER INCOME (EXPENSE): | ||||
Other income (expense), net | (949) | 304 | (529) | 336 |
Interest expense | (330) | (397) | (836) | (561) |
Interest income | 0 | 1 | 1 | 2 |
INCOME (LOSS) BEFORE INCOME TAXES | 703 | (914) | (1,688) | (1,130) |
INCOME TAX PROVISION | 514 | (148) | 1,144 | 49 |
NET INCOME (LOSS) | $ 189 | $ (766) | $ (2,832) | $ (1,179) |
EARNINGS (LOSS) PER SHARE | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.05) | $ (0.20) | $ (0.08) |
Diluted (in dollars per share) | $ 0.01 | $ (0.05) | $ (0.20) | $ (0.08) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: | ||||
Basic (in shares) | 14,348,353 | 14,142,991 | 14,308,954 | 14,071,058 |
Diluted (in shares) | 14,348,353 | 14,142,991 | 14,308,954 | 14,071,058 |
DIVIDENDS DECLARED PER COMMON SHARE (in dollars per share) | $ 0.02 | $ 0.02 | $ 0.04 | $ 0.04 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 189 | $ (766) | $ (2,832) | $ (1,179) |
Change in cumulative foreign currency translation adjustment | 4,960 | (1,259) | 6,778 | 2,747 |
Total comprehensive income (loss) | $ 5,149 | $ (2,025) | $ 3,946 | $ 1,568 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Other Cumulative Comprehensive Loss | Treasury Stock |
Balances (in shares) at Dec. 31, 2016 | 14,498,737 | 2,378 | ||||
Balances at Dec. 31, 2016 | $ 112,409 | $ 725 | $ 73,116 | $ 80,107 | $ (41,514) | $ (25) |
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (2,832) | (2,832) | ||||
Change in cumulative foreign currency translation adjustment | 6,778 | 6,778 | ||||
Shares issued in connection with stock compensation plans (in shares) | 309,888 | |||||
Shares issued in connection with stock compensation plans | 154 | $ 15 | 139 | |||
Stock-based compensation | 1,382 | 1,382 | ||||
Dividends declared | (590) | (590) | ||||
Treasury stock purchases (in shares) | (35,528) | |||||
Treasury stock purchases | (312) | $ (312) | ||||
Balances (in shares) at Jun. 30, 2017 | 14,808,625 | 37,906 | ||||
Balances at Jun. 30, 2017 | $ 116,989 | $ 740 | $ 74,637 | $ 76,685 | $ (34,736) | $ (337) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,832) | $ (1,179) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation (including capital lease amortization) | 3,387 | 3,264 |
Amortization of purchased intangible assets | 1,988 | 2,014 |
Amortization of deferred debt issuance costs | 328 | 83 |
Stock-based compensation | 1,382 | 1,121 |
Deferred income tax provision (benefit) | (7) | (732) |
Gain (loss) on disposal of property, plant and equipment | (21) | 12 |
Restructuring expenses | 458 | 829 |
Change in: | ||
Accounts receivable, net | (4,682) | 7,120 |
Inventory, net | (1,069) | 2,300 |
Prepaid expenses and other | (316) | (3,454) |
Accounts payable | 1,668 | (5,901) |
Customer advances | (1,369) | 2,717 |
Accrued anti-dumping duties | (2,957) | 80 |
Accrued expenses and other liabilities | 909 | 168 |
Net cash provided by (used in) operating activities | (3,133) | 8,442 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property, plant and equipment | (2,167) | (1,226) |
Proceeds on sale of property, plant and equipment | 2 | 30 |
Change in other non-current assets | 0 | 36 |
Net cash used in investing activities | (2,165) | (1,160) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings (repayments) on bank lines of credit, net | 8,000 | (4,000) |
Payment on capital lease obligations | 0 | (3) |
Payment of dividends | (584) | (571) |
Payment of deferred debt issuance costs | (133) | 0 |
Net proceeds from issuance of common stock to employees and directors | 154 | 189 |
Treasury stock purchases | (260) | 0 |
Net cash provided by (used in) financing activities | 7,177 | (4,385) |
EFFECTS OF EXCHANGE RATES ON CASH | 317 | 256 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,196 | 3,153 |
CASH AND CASH EQUIVALENTS, beginning of the period | 6,419 | 6,291 |
CASH AND CASH EQUIVALENTS, end of the period | $ 8,615 | $ 9,444 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The information included in the condensed consolidated financial statements is unaudited but includes all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the financial statements that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2016 . |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The condensed consolidated financial statements include the accounts of DMC Global Inc. ("DMC") and its controlled subsidiaries. Only subsidiaries in which controlling interests are maintained are consolidated. All significant intercompany accounts, profits, and transactions have been eliminated in consolidation. Income Taxes The effective tax rate for each of the periods reported differs from the U.S. statutory rate due primarily to variation in contribution to consolidated pre-tax income from each jurisdiction for the respective periods, differences between the U.S. and foreign tax rates (which range from 20% to 35% ) on earnings that have been permanently reinvested and changes to valuation allowances on our deferred tax assets. We recognize deferred tax assets and liabilities for the expected future income tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impact of tax credits are recognized as an immediate adjustment to income tax expense. We recognize deferred tax assets for the expected future effects of all deductible temporary differences to the extent we believe these assets will more likely than not be realized. We record a valuation allowance when, based on current circumstances, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. We recognize the tax benefits from uncertain tax positions only when it is more likely than not, based on the technical merits of the position; the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that is more likely than not of being realized upon ultimate resolution. We recognize interest and penalties related to uncertain tax positions in operating expense. In the U.S., tax audits for the years 2012 through 2015 were closed during the second quarter 2017, and no adjustments to the Company's tax provisions were proposed. In Germany, tax audits are currently in progress for the years 2011 through 2014. Our tax provisions reflect our best estimate of state, local, federal, and foreign taxes. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with our expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Earnings Per Share Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards (“RSAs”), are considered participating securities for purposes of calculating earnings per share (“EPS”) during periods in which we have net income and require the use of the two class method for calculating EPS. Under this method, a portion of net income is allocated to these participating securities and therefore is excluded from the calculation of EPS allocated to common stock, as shown in the table below. Computation and reconciliation of earnings per share of common stock are as follows: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Numerator: Net income (loss) $ 189 $ (766 ) $ (2,832 ) $ (1,179 ) Less income allocated to RSAs — — — — Net income (loss) allocated to common stock for EPS calculation $ 189 $ (766 ) $ (2,832 ) $ (1,179 ) Denominator: Weighted average common shares outstanding - basic 14,348,353 14,142,991 14,308,954 14,071,058 Dilutive stock-based compensation plans — — — — Weighted average common shares outstanding - diluted 14,348,353 14,142,991 14,308,954 14,071,058 Net income (loss) allocated to common stock for EPS calculation: Basic $ 0.01 $ (0.05 ) $ (0.20 ) $ (0.08 ) Diluted $ 0.01 $ (0.05 ) $ (0.20 ) $ (0.08 ) Fair Value of Financial Instruments The carrying value of cash and cash equivalents, trade accounts receivable and payables, accrued expenses and lines of credit approximate their fair value. Recently Adopted Accounting Standards In July 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standards update ("ASU") to change the measurement of inventory from lower of cost or market to lower of cost and net realizable value. This pronouncement is effective for reporting periods beginning after December 15, 2016, and the Company has adopted it as of the first quarter of 2017. The adoption of this standard did not have a material impact on the Company's consolidated financial statements. Recent Accounting Pronouncements In January 2017, the FASB issued a new accounting pronouncement to simplify the method of measuring a goodwill impairment charge in the event a reporting unit’s carrying amount exceeds its fair value. In those circumstances, the new standard requires the Company to recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. While management cannot predict if or when such an impairment charge may occur, or the amount of any potential impairment, management believes that this standard could result in lower impairment charges for the Company. The Company is required to adopt the new standard on January 1, 2020, with early adoption permitted. Management is currently evaluating the potential impact that the adoption of this standard will have on the Company's financial position and results of operations. In October 2016, the FASB issued an ASU which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This ASU is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period for which neither interim nor annual financial statements have been made available. The Company has not adopted this ASU and is in the process of evaluating the impact of this update on its consolidated financial statements. In February 2016, the FASB issued an ASU which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This ASU will be effective beginning in the first quarter of 2019. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In May 2014, the FASB issued an ASU to clarify the principles of recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and IFRS. The pronouncement is effective for reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard can be adopted using either of two methods: (1) retrospective application to each prior reporting period presented with the option to elect certain practical expedients, as defined within the standard ("full retrospective") or (2) retrospective application with the cumulative effect of adoption recognized at the date of initial application and providing certain additional disclosures, as defined within the standard ("modified retrospective"). Management currently plans to adopt the ASU for the quarter ended March 31, 2018, as required by the standard, and preliminarily plans to use the modified retrospective approach. Currently, using internal resources, management is analyzing contracts from the NobelClad and DynaEnergetics segments to determine the technical accounting conclusions and the impact on business processes and systems of the new revenue standard. In our NobelClad business, contracts are often for unique projects, but the vast majority of contracts contain standard terms and conditions. We have reviewed contracts representing a majority of NobelClad's revenue for the year ended December 31, 2016 and have preliminarily concluded that applying the new standard to those contracts would not have a material impact on our financial statements. In our DynaEnergetics business, we sell different products to a wide variety of customers, but the contracts also often contain similar terms and conditions. We have begun evaluating contracts from the DynaEnergetics segment and will finish our review during the second half of 2017. The Company is continuing to evaluate the impacts of our pending adoption, and our preliminary assessments are subject to change. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost (first-in, first-out) and net realizable value. Cost elements included in inventory are material, labor, subcontract costs, and manufacturing overhead. As necessary, we record provisions and maintain reserves for excess, slow moving and obsolete inventory. To determine reserve amounts, we regularly review inventory quantities on hand and values, and compare them to estimates of future product demand, market conditions, production requirements and technological developments. Inventories consist of the following at June 30, 2017 and December 31, 2016 and include reserves of $3,015 and $4,226 , respectively: June 30, December 31, Raw materials $ 14,073 $ 10,926 Work-in-process 5,427 5,417 Finished goods 11,111 12,146 Supplies 282 344 $ 30,893 $ 28,833 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | GOODWILL All of the goodwill is recorded within our NobelClad segment. The changes to the carrying amount of goodwill during the period are summarized below: Goodwill balance at December 31, 2016 $ 16,097 Adjustment due to recognition of tax benefit of tax amortization of certain goodwill (247 ) Adjustment due to exchange rate differences 1,317 Goodwill balance at June 30, 2017 $ 17,167 |
PURCHASED INTANGIBLE ASSETS
PURCHASED INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PURCHASED INTANGIBLE ASSETS | PURCHASED INTANGIBLE ASSETS The following table presents details of our purchased intangible assets, other than goodwill, as of June 30, 2017 : Gross Accumulated Amortization Net Core technology $ 19,206 $ (9,350 ) $ 9,856 Customer relationships 38,121 (33,335 ) 4,786 Trademarks / Trade names 2,061 (2,021 ) 40 Total intangible assets $ 59,388 $ (44,706 ) $ 14,682 The following table presents details of our purchased intangible assets, other than goodwill, as of December 31, 2016 : Gross Accumulated Amortization Net Core technology $ 17,751 $ (8,165 ) $ 9,586 Customer relationships 36,088 (29,965 ) 6,123 Trademarks / Trade names 1,903 (1,785 ) 118 Total intangible assets $ 55,742 $ (39,915 ) $ 15,827 The change in the gross value of our purchased intangible assets from December 31, 2016 to June 30, 2017 was due to foreign currency translation and an adjustment due to recognition of tax benefit of tax amortization previously applied to certain goodwill related to the DynaEnergetics reporting unit. After the goodwill was written off at December 31, 2015, the tax amortization reduces other noncurrent intangible assets related to the historical acquisition. |
CUSTOMER ADVANCES
CUSTOMER ADVANCES | 6 Months Ended |
Jun. 30, 2017 | |
Customer Advances Disclosure [Abstract] | |
CUSTOMER ADVANCES | CUSTOMER ADVANCES On occasion, we require customers to make advance payments prior to the shipment of goods in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels. As of June 30, 2017 and December 31, 2016 , customer advances totaled $1,286 and $2,619 , respectively, and originated from several customers. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Lines of credit consisted of the following at June 30, 2017 and December 31, 2016 : June 30, December 31, Syndicated credit agreement: U.S. Dollar revolving loan $ 24,250 $ 16,250 Euro revolving loan — — Long-term lines of credit 24,250 16,250 Less: debt issuance costs 323 518 Lines of credit $ 23,927 $ 15,732 Syndicated Credit Agreement As of December 31, 2016 , we had a $75,000 syndicated credit agreement (“credit facility”) that allowed for revolving loans of $65,000 in U.S. dollars and $10,000 in alternative currencies as well as a $100,000 accordion feature to increase the commitments in any of the loan classes subject to approval by applicable lenders. The credit facility matures on February 23, 2020. On March 6, 2017, we entered into a third amendment of our credit facility which, among other changes, reduced the amount of borrowings available under the credit facility, increased the maximum debt-to-EBITDA leverage ratio for the first, second, and third quarters of 2017, and also waived the applicability of the minimum debt service coverage ratio for the first, second, and third quarters of 2017, and added a minimum EBITDA covenant for those same periods and is inapplicable thereafter. The maturity of the credit facility did not change with the amendment. After the amendment, our credit facility allows for borrowings up to $35,000 , consisting of revolving loans of $30,000 in U.S. dollars and $5,000 in alternate currencies as well as a $100,000 accordion feature to increase the commitments in any of the loan classes subject to approval by applicable lenders. We also maintain a line of credit with a German bank for certain European operations. This line of credit provides a borrowing capacity of €4,000 , of which €2,717 is available after considering outstanding letters of credit. U.S. borrowings under the amended credit facility can be in the form of Alternate Base Rate loans (“ABR” borrowings are based on the greater of adjusted Prime rates, adjusted CD rates, or adjusted Federal Funds rates) or one, two, three, or six month London Interbank Offered Rate (“LIBOR”) loans. ABR loans bear interest at the defined ABR rate plus an applicable margin and LIBOR loans bear interest at the applicable LIBOR rate plus an applicable margin. Alternative currency borrowings under the amended credit facility can be in Canadian Dollars, Euros, Pounds Sterling and any other currency that is freely transferable and convertible to U.S. Dollars. Alternative currency borrowings denominated in Canadian Dollars shall be comprised of Canadian Dealer Offered Rate (“CDOR”) Loans or Canadian Prime Loans, at our option, and bear interest at the CDOR rate plus applicable margin or the applicable Canadian Prime Rate plus an applicable margin, respectively. Alternative currency borrowings denominated in Euros shall be comprised of Euro Interbank Offered Rate (“EURIBOR”) loans and bear interest at the EURIBOR rate plus an applicable margin (varying from 1.75% to 3.25% ). Alternative currency borrowings denominated in any other alternative currency shall be comprised of Eurocurrency loans and bear interest at the LIBOR rate plus an applicable margin. Loan Covenants and Restrictions Our existing loan agreements include various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders; redemption of capital stock; incurrence of additional indebtedness; mortgaging, pledging or disposition of major assets; and maintenance of specified financial ratios. As of June 30, 2017 , we were in compliance with all financial covenants and other provisions of our debt agreements. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Our business is organized into two segments: NobelClad and DynaEnergetics. NobelClad is a global leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints. DynaEnergetics designs, manufactures and distributes products utilized by the global oil and gas industry principally for the perforation of oil and gas wells. The accounting policies of all of the segments are the same as those described in the summary of significant accounting policies included herein and in our Annual Report on Form 10-K for the year ended December 31, 2016 . Our reportable segments are separately managed strategic business units that offer different products and services. Each segment’s products are marketed to different customer types and require different manufacturing processes and technologies. Segment information is presented for the three and six months ended June 30, 2017 and 2016 as follows: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Net sales: NobelClad $ 20,369 $ 26,407 $ 37,303 $ 51,459 DynaEnergetics 26,821 14,910 48,849 30,390 Consolidated net sales $ 47,190 $ 41,317 $ 86,152 $ 81,849 Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Operating income (loss) NobelClad $ 2,322 $ 4,130 $ 2,716 $ 5,639 DynaEnergetics 1,998 (2,901 ) 2,040 (1,981 ) Segment operating income 4,320 1,229 4,756 3,658 Unallocated corporate expenses (1,527 ) (1,443 ) (3,698 ) (3,444 ) Stock-based compensation (811 ) (608 ) (1,382 ) (1,121 ) Other income (expense), net (949 ) 304 (529 ) 336 Interest expense (330 ) (397 ) (836 ) (561 ) Interest income — 1 1 2 Income (loss) before income taxes $ 703 $ (914 ) $ (1,688 ) $ (1,130 ) Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Depreciation and amortization: NobelClad $ 1,006 $ 1,062 $ 1,994 $ 1,994 DynaEnergetics 1,704 1,703 3,381 3,284 Segment depreciation and amortization $ 2,710 $ 2,765 $ 5,375 $ 5,278 During the six months ended June 30, 2017 and 2016 , no one customer accounted for more than 10% of total net sales. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingent Liabilities The Company records an accrual for contingent liabilities when a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. When no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued. Anti-dumping and Countervailing Duties In June 2015, U.S. Customs and Border Protection (“U.S. Customs”) sent us a Notice of Action that proposed to classify certain of our imports as subject to anti-dumping duties pursuant to a 2010 anti-dumping duty (“AD”) order on Oil Country Tubular Goods (“OCTG”) from China. A companion countervailing duty (“CVD”) order on the same product is in effect as well. The Notice of Action covered one entry of certain raw material steel mechanical tubing made in China and imported into the U.S. from Canada by our DynaEnergetics segment during 2015 for use in manufacturing perforating guns. In July 2015, we sent a response to U.S. Customs outlining the reasons our mechanical tubing imports do not fall within the scope of the AD order on OCTG from China and should not be subject to anti-dumping duties. U.S. Customs proposed to take similar action with respect to other entries of this product and requested an approximately $1,100 cash deposit or bond for AD/CVD duties. In August 2015, we posted the bond of approximately $1,100 to U.S. Customs. Subsequently, U.S. Customs declined to conclude on the Company's assertion that the mechanical tubing the Company has been importing is not within the scope of the AD order on OCTG from China. As a result, on September 25, 2015 the Company filed a request for a scope ruling with the U.S. Department of Commerce ("Commerce Department"). On February 15, 2016, the Company received the Commerce Department’s scope ruling, which determined certain imports, primarily used for gun carrier tubing, are included in the scope of the AD/CVD orders on OCTG from China and thus are subject to AD/CVD duties. On March 11, 2016, the Company filed an appeal with the U.S. Court of International Trade (“CIT”) related to the Commerce Department’s scope ruling. On February 7, 2017, the CIT remanded the scope ruling to the Commerce Department to reconsider its determination. The Commerce Department filed its remand determination with the CIT on June 7, 2017 continuing to find that the Company's imports at issue are within the scope of the AD/CVD orders on OCTG from China. This determination is subject to the CIT's review in the ongoing appeal, which is continuing. On December 27, 2016, we received notice from U.S. Customs that it may pursue penalties against us related to the AD/CVD issue and demanding tender of alleged loss of AD/CVD duties in an amount of $3,049 , which was covered by our reserve. We filed a response to the notice on February 6, 2017 asserting our position that any decision to pursue penalties would be premature in light of the Remand Order and that penalties would not be appropriate under the applicable legal standards. On February 16, 2017, we received notice that U.S. Customs was seeking penalties in the amount of $14,783 . U.S. Customs also reasserted its demand for tender of alleged loss of AD/CVD duties in the amount of $3,049 . We tendered $3,049 in AD amounts (“Tendered Amounts”) on March 6, 2017 into a suspense account pending ultimate resolution of the AD/CVD case. We believe that this penalty assessment is premature and patently unreasonable in the face of the ongoing CIT appeal and that penalties are not appropriate under applicable legal standards. Further, even if penalties are found to be justified, we believe the amount of penalties asserted by U.S. Customs is unreasonable and subject to challenge on various grounds. We submitted a petition for relief and mitigation of penalties on May 17, 2017 asserting these and other points and seeking a stay of the penalty proceedings pending ultimate resolution of the CIT appeal and any further appeals. We are awaiting a response from U.S. Customs and U.S. Customs Headquarters on this petition. For the six months ended June 30, 2017 , the Company recorded $92 of interest on its reserve for AD/CVD duties, bringing the total reserved amount related to AD/CVD duties as of June 30, 2017 to $3,593 . The Tendered Amounts were applied to reduce the reserve. The Company will continue to incur legal defense costs and could also be subject to additional interest and penalties. Accruals for the potential penalties discussed above are not reflected in our financial statements as of June 30, 2017 as we do not believe they are probable at this time. Patent and Trademark Infringement On September 22, 2015, GEODynamics, Inc., a US-based oil and gas perforating equipment manufacturer based in Fort Worth, TX, filed a patent and trademark infringement action against DynaEnergetics US, Inc., (“DynaEnergetics”), a wholly owned subsidiary of DMC, in the United States District Court for the Eastern District of Texas (“District Court”) regarding alleged infringement of US Patent No. 9,080,431 granted on July 14, 2015 (“the ‘431 patent”) and a related US trademark for REACTIVE, alleging that DynaEnergetics’ US sales of DPEX TM shaped charges infringe the ‘431 patent and the trademark. The '431 case went to trial in late March 2017, and on March 30, 2017, the jury found in favor of DynaEnergetics on all counts. A bench trial on related matters, including the trademark infringement action occurred on April 20, 2017, and the Court ordered cancellation of GEODynamics' REACTIVE trademark. On July 1, 2016, GEODynamics filed a second patent infringement action against DynaEnergetics in District Court alleging infringement of US Patent No. 8,544,563 (“the ‘563 patent”), also based on DynaEnergetics’ US sales of DPEX shaped charges. DynaEnergetics denies validity and infringement of the ‘563 patent and plans to vigorously defend against this lawsuit. On September 20, 2016, DynaEnergetics filed an Inter Parties Review (IPR) against the ‘563 patent at the U.S. Patent Trial and Appeal Board (“PTAB”), requesting invalidation of the ’563 patent. On March 17, 2017, DynaEnergetics' IPR request was instituted by the PTAB and a decision is expected in early 2018. Trial on the '563 patent has been stayed pending resolution of the IPR. On April 28, 2017, GEODynamics filed a third patent infringement action against DynaEnergetics in District Court alleging infringement of U.S. Patent No. 8,220,394 (“the ‘394 patent”), based on DynaEnergetics' sales of its DPEX and HaloFrac® shaped charges. DynaEnergetics denies validity and infringement of the ‘394 patent and plans to vigorously defend against this lawsuit. We do not believe that the ‘563 patent, the '394 patent or infringement claims based on the patents are valid, and we do not believe it is probable that we will incur a material loss on the '563 matter or the '394 matter. However, if the District Court or a jury determines that either of the patents are valid and that DynaEnergetics has infringed them, it is reasonably possible that our financial statements could be materially affected. We are not able to provide a reasonable estimate of the range of loss, and we have not accrued for any such losses. Such an evaluation includes, among other things, a determination of the total number of infringing sales in the United States of the implicated systems; what a reasonable royalty, if any, might be under the circumstances; or, alternatively, the scope of damages and the relevant period for which damages would apply, if any. |
RESTRUCTURING
RESTRUCTURING | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING Since 2015, we executed several programs to enhance operating efficiencies across our businesses, including closing distribution and production centers, consolidating manufacturing to more cost-effective locations, and reducing corporate headcount. DynaEnergetics Restructuring In the second quarter of 2017, DynaEnergetics announced the closure of its operations in Kazakhstan after legislative changes increased our costs to do business while the overall sales in Kazakhstan were not significant to our results. Our decision to close this location will not change our strategy in the Commonwealth of Independent States (CIS) region or in the DynaEnergetics business. During the quarter, we recorded severance expense, wrote off remaining receivables, prepaid assets, and inventory, recorded an asset impairment to mark the fixed assets down to their salable value, and recorded to the statement of operations foreign exchange losses that had previously been recorded to the balance sheet through currency translation adjustments, due to the substantial liquidation of the entity. In the second quarter of 2016, DynaEnergetics reduced headcount in Troisdorf, Germany and Austin, Texas. Total restructuring and impairment charges incurred for these programs are as follows and are reported in the “restructuring expenses” line item in our consolidated statement of operations: Three and six months ended June 30, 2017 Severance Asset Impairment Other Exit Costs Total DynaEnergetics $ 20 143 295 $ 458 Total $ 20 $ 143 $ 295 $ 458 Three and six months ended June 30, 2016 Severance Contract Termination Costs Equipment Moving Costs Total DynaEnergetics $ 725 $ 16 $ 14 $ 755 Corporate 74 — — 74 Total $ 799 $ 16 $ 14 $ 829 During the six months ended June 30, 2017 , the changes to the restructuring liability associated with these programs is summarized below: December 31, 2016 Expense Payments June 30, 2017 Severance $ 62 $ 20 $ (62 ) $ 20 Contract termination costs 112 — (41 ) 71 Total $ 174 $ 20 $ (103 ) $ 91 |
SIGNIFICANT ACCOUNTING POLICI18
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of DMC Global Inc. ("DMC") and its controlled subsidiaries. Only subsidiaries in which controlling interests are maintained are consolidated. All significant intercompany accounts, profits, and transactions have been eliminated in consolidation. |
Income Taxes | Income Taxes The effective tax rate for each of the periods reported differs from the U.S. statutory rate due primarily to variation in contribution to consolidated pre-tax income from each jurisdiction for the respective periods, differences between the U.S. and foreign tax rates (which range from 20% to 35% ) on earnings that have been permanently reinvested and changes to valuation allowances on our deferred tax assets. We recognize deferred tax assets and liabilities for the expected future income tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impact of tax credits are recognized as an immediate adjustment to income tax expense. We recognize deferred tax assets for the expected future effects of all deductible temporary differences to the extent we believe these assets will more likely than not be realized. We record a valuation allowance when, based on current circumstances, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. We recognize the tax benefits from uncertain tax positions only when it is more likely than not, based on the technical merits of the position; the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that is more likely than not of being realized upon ultimate resolution. We recognize interest and penalties related to uncertain tax positions in operating expense. In the U.S., tax audits for the years 2012 through 2015 were closed during the second quarter 2017, and no adjustments to the Company's tax provisions were proposed. In Germany, tax audits are currently in progress for the years 2011 through 2014. Our tax provisions reflect our best estimate of state, local, federal, and foreign taxes. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with our expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. |
Earnings Per Share | Earnings Per Share Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards (“RSAs”), are considered participating securities for purposes of calculating earnings per share (“EPS”) during periods in which we have net income and require the use of the two class method for calculating EPS. Under this method, a portion of net income is allocated to these participating securities and therefore is excluded from the calculation of EPS allocated to common stock, as shown in the table below. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, trade accounts receivable and payables, accrued expenses and lines of credit approximate their fair value. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued a new accounting pronouncement to simplify the method of measuring a goodwill impairment charge in the event a reporting unit’s carrying amount exceeds its fair value. In those circumstances, the new standard requires the Company to recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. While management cannot predict if or when such an impairment charge may occur, or the amount of any potential impairment, management believes that this standard could result in lower impairment charges for the Company. The Company is required to adopt the new standard on January 1, 2020, with early adoption permitted. Management is currently evaluating the potential impact that the adoption of this standard will have on the Company's financial position and results of operations. In October 2016, the FASB issued an ASU which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This ASU is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted as of the beginning of an annual reporting period for which neither interim nor annual financial statements have been made available. The Company has not adopted this ASU and is in the process of evaluating the impact of this update on its consolidated financial statements. In February 2016, the FASB issued an ASU which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This ASU will be effective beginning in the first quarter of 2019. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In May 2014, the FASB issued an ASU to clarify the principles of recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and IFRS. The pronouncement is effective for reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard can be adopted using either of two methods: (1) retrospective application to each prior reporting period presented with the option to elect certain practical expedients, as defined within the standard ("full retrospective") or (2) retrospective application with the cumulative effect of adoption recognized at the date of initial application and providing certain additional disclosures, as defined within the standard ("modified retrospective"). Management currently plans to adopt the ASU for the quarter ended March 31, 2018, as required by the standard, and preliminarily plans to use the modified retrospective approach. Currently, using internal resources, management is analyzing contracts from the NobelClad and DynaEnergetics segments to determine the technical accounting conclusions and the impact on business processes and systems of the new revenue standard. In our NobelClad business, contracts are often for unique projects, but the vast majority of contracts contain standard terms and conditions. We have reviewed contracts representing a majority of NobelClad's revenue for the year ended December 31, 2016 and have preliminarily concluded that applying the new standard to those contracts would not have a material impact on our financial statements. In our DynaEnergetics business, we sell different products to a wide variety of customers, but the contracts also often contain similar terms and conditions. We have begun evaluating contracts from the DynaEnergetics segment and will finish our review during the second half of 2017. The Company is continuing to evaluate the impacts of our pending adoption, and our preliminary assessments are subject to change. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out) and net realizable value. Cost elements included in inventory are material, labor, subcontract costs, and manufacturing overhead. As necessary, we record provisions and maintain reserves for excess, slow moving and obsolete inventory. To determine reserve amounts, we regularly review inventory quantities on hand and values, and compare them to estimates of future product demand, market conditions, production requirements and technological developments. |
Customer Advances | On occasion, we require customers to make advance payments prior to the shipment of goods in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels. |
SIGNIFICANT ACCOUNTING POLICI19
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of computation and reconciliation of earnings per common share | Computation and reconciliation of earnings per share of common stock are as follows: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Numerator: Net income (loss) $ 189 $ (766 ) $ (2,832 ) $ (1,179 ) Less income allocated to RSAs — — — — Net income (loss) allocated to common stock for EPS calculation $ 189 $ (766 ) $ (2,832 ) $ (1,179 ) Denominator: Weighted average common shares outstanding - basic 14,348,353 14,142,991 14,308,954 14,071,058 Dilutive stock-based compensation plans — — — — Weighted average common shares outstanding - diluted 14,348,353 14,142,991 14,308,954 14,071,058 Net income (loss) allocated to common stock for EPS calculation: Basic $ 0.01 $ (0.05 ) $ (0.20 ) $ (0.08 ) Diluted $ 0.01 $ (0.05 ) $ (0.20 ) $ (0.08 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | Inventories consist of the following at June 30, 2017 and December 31, 2016 and include reserves of $3,015 and $4,226 , respectively: June 30, December 31, Raw materials $ 14,073 $ 10,926 Work-in-process 5,427 5,417 Finished goods 11,111 12,146 Supplies 282 344 $ 30,893 $ 28,833 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes to the carrying amount of goodwill | The changes to the carrying amount of goodwill during the period are summarized below: Goodwill balance at December 31, 2016 $ 16,097 Adjustment due to recognition of tax benefit of tax amortization of certain goodwill (247 ) Adjustment due to exchange rate differences 1,317 Goodwill balance at June 30, 2017 $ 17,167 |
PURCHASED INTANGIBLE ASSETS (Ta
PURCHASED INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of details of purchased intangible assets, other than goodwill | The following table presents details of our purchased intangible assets, other than goodwill, as of June 30, 2017 : Gross Accumulated Amortization Net Core technology $ 19,206 $ (9,350 ) $ 9,856 Customer relationships 38,121 (33,335 ) 4,786 Trademarks / Trade names 2,061 (2,021 ) 40 Total intangible assets $ 59,388 $ (44,706 ) $ 14,682 The following table presents details of our purchased intangible assets, other than goodwill, as of December 31, 2016 : Gross Accumulated Amortization Net Core technology $ 17,751 $ (8,165 ) $ 9,586 Customer relationships 36,088 (29,965 ) 6,123 Trademarks / Trade names 1,903 (1,785 ) 118 Total intangible assets $ 55,742 $ (39,915 ) $ 15,827 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of lines of credit | Lines of credit consisted of the following at June 30, 2017 and December 31, 2016 : June 30, December 31, Syndicated credit agreement: U.S. Dollar revolving loan $ 24,250 $ 16,250 Euro revolving loan — — Long-term lines of credit 24,250 16,250 Less: debt issuance costs 323 518 Lines of credit $ 23,927 $ 15,732 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of segment information | Segment information is presented for the three and six months ended June 30, 2017 and 2016 as follows: Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Net sales: NobelClad $ 20,369 $ 26,407 $ 37,303 $ 51,459 DynaEnergetics 26,821 14,910 48,849 30,390 Consolidated net sales $ 47,190 $ 41,317 $ 86,152 $ 81,849 Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Operating income (loss) NobelClad $ 2,322 $ 4,130 $ 2,716 $ 5,639 DynaEnergetics 1,998 (2,901 ) 2,040 (1,981 ) Segment operating income 4,320 1,229 4,756 3,658 Unallocated corporate expenses (1,527 ) (1,443 ) (3,698 ) (3,444 ) Stock-based compensation (811 ) (608 ) (1,382 ) (1,121 ) Other income (expense), net (949 ) 304 (529 ) 336 Interest expense (330 ) (397 ) (836 ) (561 ) Interest income — 1 1 2 Income (loss) before income taxes $ 703 $ (914 ) $ (1,688 ) $ (1,130 ) Three months ended June 30, Six months ended June 30, 2017 2016 2017 2016 Depreciation and amortization: NobelClad $ 1,006 $ 1,062 $ 1,994 $ 1,994 DynaEnergetics 1,704 1,703 3,381 3,284 Segment depreciation and amortization $ 2,710 $ 2,765 $ 5,375 $ 5,278 |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and impairment charges incurred | Total restructuring and impairment charges incurred for these programs are as follows and are reported in the “restructuring expenses” line item in our consolidated statement of operations: Three and six months ended June 30, 2017 Severance Asset Impairment Other Exit Costs Total DynaEnergetics $ 20 143 295 $ 458 Total $ 20 $ 143 $ 295 $ 458 Three and six months ended June 30, 2016 Severance Contract Termination Costs Equipment Moving Costs Total DynaEnergetics $ 725 $ 16 $ 14 $ 755 Corporate 74 — — 74 Total $ 799 $ 16 $ 14 $ 829 |
Changes to the restructuring liability | During the six months ended June 30, 2017 , the changes to the restructuring liability associated with these programs is summarized below: December 31, 2016 Expense Payments June 30, 2017 Severance $ 62 $ 20 $ (62 ) $ 20 Contract termination costs 112 — (41 ) 71 Total $ 174 $ 20 $ (103 ) $ 91 |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Taxes | ||||
Income tax rate, low end | 20.00% | |||
Income tax rate, high end | 35.00% | |||
Numerator: | ||||
Net income (loss) | $ 189 | $ (766) | $ (2,832) | $ (1,179) |
Less income allocated to RSAs | 0 | 0 | 0 | 0 |
Net income (loss) allocated to common stock for EPS calculation | $ 189 | $ (766) | $ (2,832) | $ (1,179) |
Denominator: | ||||
Weighted average common shares outstanding - basic (In shares) | 14,348,353 | 14,142,991 | 14,308,954 | 14,071,058 |
Dilutive stock-based compensation plans (In shares) | 0 | 0 | 0 | 0 |
Weighted average common shares outstanding - diluted (In shares) | 14,348,353 | 14,142,991 | 14,308,954 | 14,071,058 |
Net income (loss) allocated to common stock for EPS calculation: | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.05) | $ (0.20) | $ (0.08) |
Diluted (in dollars per share) | $ 0.01 | $ (0.05) | $ (0.20) | $ (0.08) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory valuation reserves | $ 3,015 | $ 4,226 |
Inventories | ||
Raw materials | 14,073 | 10,926 |
Work-in-process | 5,427 | 5,417 |
Finished goods | 11,111 | 12,146 |
Supplies | 282 | 344 |
Total inventory | $ 30,893 | $ 28,833 |
GOODWILL (Details)
GOODWILL (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Changes to the carrying amount of goodwill | |
Goodwill balance at the beginning of the period | $ 16,097 |
Goodwill balance at the end of the period | 17,167 |
Operating Segments | NobelClad | |
Changes to the carrying amount of goodwill | |
Goodwill balance at the beginning of the period | 16,097 |
Adjustment due to recognition of tax benefit of tax amortization of certain goodwill | (247) |
Adjustment due to exchange rate differences | 1,317 |
Goodwill balance at the end of the period | $ 17,167 |
PURCHASED INTANGIBLE ASSETS (De
PURCHASED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Purchased intangible assets | ||
Gross | $ 59,388 | $ 55,742 |
Accumulated Amortization | (44,706) | (39,915) |
Net | 14,682 | 15,827 |
Core technology | ||
Purchased intangible assets | ||
Gross | 19,206 | 17,751 |
Accumulated Amortization | (9,350) | (8,165) |
Net | 9,856 | 9,586 |
Customer relationships | ||
Purchased intangible assets | ||
Gross | 38,121 | 36,088 |
Accumulated Amortization | (33,335) | (29,965) |
Net | 4,786 | 6,123 |
Trademarks / Trade names | ||
Purchased intangible assets | ||
Gross | 2,061 | 1,903 |
Accumulated Amortization | (2,021) | (1,785) |
Net | $ 40 | $ 118 |
CUSTOMER ADVANCES (Details)
CUSTOMER ADVANCES (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Customer Advances Disclosure [Abstract] | ||
Customer advances | $ 1,286 | $ 2,619 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - Credit Facility | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | |
Syndicated Credit Facility 2015 [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 35,000,000 | $ 75,000,000 | |
Accordion feature | 100,000,000 | 100,000 | |
Syndicated Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 65,000,000 | ||
U.S. Dollar revolving loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 30,000,000 | ||
Alternate currencies revolving loan | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 5,000,000 | $ 10,000,000 | |
Alternate currencies revolving loan | Minimum | Euro Interbank Offered Rate (EURIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable interest rate | 1.75% | ||
Alternate currencies revolving loan | Maximum | Euro Interbank Offered Rate (EURIBOR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable interest rate | 3.25% | ||
German line of credit | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | € | € 4,000,000 | ||
Available borrowing capacity | € | € 2,717,000 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Lines of credit | ||
Long-term lines of credit | $ 24,250 | $ 16,250 |
Less: debt issuance costs | 323 | 518 |
Lines of credit | 23,927 | 15,732 |
Euro revolving loan | ||
Lines of credit | ||
Long-term lines of credit | 0 | 0 |
Credit Facility | U.S. Dollar revolving loan | ||
Lines of credit | ||
Long-term lines of credit | $ 24,250 | $ 16,250 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)Segment | Jun. 30, 2016USD ($) | |
Segment information | ||||
Number of segments | Segment | 2 | |||
Consolidated net sales | $ 47,190 | $ 41,317 | $ 86,152 | $ 81,849 |
Segment operating income | 1,982 | (822) | (324) | (907) |
Other income (expense), net | (949) | 304 | (529) | 336 |
Interest expense | (330) | (397) | (836) | (561) |
Interest income | 0 | 1 | 1 | 2 |
INCOME (LOSS) BEFORE INCOME TAXES | 703 | (914) | (1,688) | (1,130) |
Operating Segments | ||||
Segment information | ||||
Consolidated net sales | 47,190 | 41,317 | 86,152 | 81,849 |
Segment operating income | 4,320 | 1,229 | 4,756 | 3,658 |
Segment depreciation and amortization | 2,710 | 2,765 | 5,375 | 5,278 |
Segment Reconciling Items | ||||
Segment information | ||||
Unallocated corporate expenses | (1,527) | (1,443) | (3,698) | (3,444) |
Stock-based compensation | (811) | (608) | (1,382) | (1,121) |
NobelClad | Operating Segments | ||||
Segment information | ||||
Consolidated net sales | 20,369 | 26,407 | 37,303 | 51,459 |
Segment operating income | 2,322 | 4,130 | 2,716 | 5,639 |
Segment depreciation and amortization | 1,006 | 1,062 | 1,994 | 1,994 |
DynaEnergetics Segment | Operating Segments | ||||
Segment information | ||||
Consolidated net sales | 26,821 | 14,910 | 48,849 | 30,390 |
Segment operating income | 1,998 | (2,901) | 2,040 | (1,981) |
Segment depreciation and amortization | $ 1,704 | $ 1,703 | $ 3,381 | $ 3,284 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - US Customs Notice of Action - Unfavorable Regulatory Action - USD ($) $ in Thousands | Mar. 06, 2017 | Feb. 16, 2017 | Aug. 31, 2015 | Jun. 30, 2017 | Dec. 27, 2016 | Jul. 31, 2015 |
Loss Contingencies [Line Items] | ||||||
Requested payment of AD/CVD cash deposits | $ 14,783 | $ 3,049 | ||||
AD/CVD cash deposits to be remitted or bond posted | $ 3,049 | |||||
Amount tendered into a suspense account | $ 3,049 | |||||
Loss contingency reserve | $ 3,593 | |||||
Threatened Litigation | ||||||
Loss Contingencies [Line Items] | ||||||
Requested payment of AD/CVD cash deposits | $ 1,100 | |||||
AD/CVD cash deposits to be remitted or bond posted | $ 1,100 | |||||
Interest expense | ||||||
Loss Contingencies [Line Items] | ||||||
Addition to reserve | $ 92 |
RESTRUCTURING - Summary of Res
RESTRUCTURING - Summary of Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 458 | $ 829 | $ 458 | $ 829 |
Operating Segments | DynaEnergetics Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 458 | 755 | 458 | 755 |
Corporate, Non-Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 74 | 74 | ||
Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 20 | 799 | 20 | 799 |
Severance | Operating Segments | DynaEnergetics Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 20 | 725 | 20 | 725 |
Severance | Corporate, Non-Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 74 | 74 | ||
Asset Impairment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 143 | 143 | ||
Asset Impairment | Operating Segments | DynaEnergetics Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 143 | 143 | ||
Contract Termination Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 16 | 16 | ||
Contract Termination Costs | Operating Segments | DynaEnergetics Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 16 | 16 | ||
Contract Termination Costs | Corporate, Non-Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 0 | 0 | ||
Other Exit Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 295 | 295 | ||
Other Exit Costs | Operating Segments | DynaEnergetics Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 295 | $ 295 | ||
Equipment Moving Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 14 | 14 | ||
Equipment Moving Costs | Operating Segments | DynaEnergetics Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 14 | 14 | ||
Equipment Moving Costs | Corporate, Non-Segment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 0 | $ 0 |
RESTRUCTURING - Rollforward of
RESTRUCTURING - Rollforward of Restructuring Charges (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
December 31, 2016 | $ 174 |
Expense | 20 |
Payments | (103) |
June 30, 2017 | 91 |
Severance | |
Restructuring Reserve [Roll Forward] | |
December 31, 2016 | 62 |
Expense | 20 |
Payments | (62) |
June 30, 2017 | 20 |
Contract termination costs | |
Restructuring Reserve [Roll Forward] | |
December 31, 2016 | 112 |
Expense | 0 |
Payments | (41) |
June 30, 2017 | $ 71 |