Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 20, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-14775 | ||
Entity Registrant Name | DMC Global Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-0608431 | ||
Entity Address, Address Line One | 11800 Ridge Parkway | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | Broomfield | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80021 | ||
City Area Code | 303 | ||
Local Phone Number | 665-5700 | ||
Title of 12(b) Security | Common Stock, $.05 Par Value | ||
Trading Symbol | BOOM | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 194,214,598 | ||
Entity Common Stock, Shares Outstanding | 19,625,378 | ||
Documents Incorporated by Reference | Certain information required by Items 10, 11, 12, 13 and 14 of Form 10-K is incorporated by reference into Part III hereof from the registrant’s proxy statement for its 2023 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission (“SEC”) within 120 days of the close of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0000034067 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Denver, Colorado |
Auditor Firm ID | 42 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 25,144 | $ 30,810 |
Accounts receivable, net of allowance for doubtful accounts of $925 and $2,773, respectively | 94,415 | 71,932 |
Inventories | 156,590 | 124,214 |
Prepaid expenses and other | 10,723 | 12,240 |
Total current assets | 286,872 | 239,196 |
Property, plant and equipment | 211,277 | 191,022 |
Less - accumulated depreciation | (81,832) | (68,944) |
Property, plant and equipment, net | 129,445 | 122,078 |
Goodwill | 141,725 | 141,266 |
Purchased intangible assets, net | 217,925 | 255,576 |
Deferred tax assets | 7,633 | 6,930 |
Other assets | 95,378 | 99,366 |
Total assets | 878,978 | 864,412 |
Current liabilities: | ||
Accounts payable | 46,816 | 40,276 |
Accrued expenses | 8,415 | 13,585 |
Accrued income taxes | 4,256 | 9 |
Accrued employee compensation and benefits | 14,441 | 9,766 |
Contract liabilities | 32,080 | 21,052 |
Current portion of long-term debt | 15,000 | 15,000 |
Other current liabilities | 7,042 | 6,126 |
Total current liabilities | 128,050 | 105,814 |
Long-term debt | 117,798 | 132,425 |
Deferred tax liabilities | 1,908 | 2,202 |
Other long-term liabilities | 63,053 | 66,250 |
Total liabilities | 310,809 | 306,691 |
Commitments and Contingencies (Note 13) | ||
Redeemable noncontrolling interest | 187,522 | 197,196 |
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; 50,000,000 and 25,000,000 shares authorized, respectively; 20,140,654 and 19,920,829 shares issued, respectively | 1,007 | 996 |
Additional paid-in capital | 303,893 | 294,515 |
Retained earnings | 125,215 | 111,031 |
Other cumulative comprehensive loss | (28,758) | (26,538) |
Treasury stock, at cost, and company stock held for deferred compensation, at par; 605,723 and 570,415 shares, respectively | (20,710) | (19,479) |
Total DMC Global Inc. stockholders’ equity | 380,647 | 360,525 |
Total liabilities, redeemable noncontrolling interest, and stockholders' equity | $ 878,978 | $ 864,412 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 925 | $ 2,773 |
Preferred stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Preferred stock, shares authorized (in share) | 4,000,000 | 4,000,000 |
Preferred stock, shares issued (in share) | 0 | 0 |
Preferred stock, shares outstanding (in share) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 |
Common stock, shares authorized (in share) | 50,000,000 | 25,000,000 |
Common stock, issued (in shares) | 20,140,654 | 19,920,829 |
Treasury stock (in shares) | 605,723 | 570,415 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 654,086 | $ 260,115 | $ 229,161 |
Cost of products sold | 468,639 | 200,635 | 172,308 |
Gross profit | 185,447 | 59,480 | 56,853 |
Costs and expenses: | |||
General and administrative expenses | 76,119 | 36,276 | 29,150 |
Selling and distribution expenses | 42,230 | 22,507 | 23,863 |
Amortization of purchased intangible assets | 36,926 | 1,391 | 1,449 |
Acquisition expenses | 0 | 1,581 | 0 |
Restructuring expenses, net and asset impairments | 182 | 127 | 3,387 |
Total costs and expenses | 155,457 | 61,882 | 57,849 |
Operating income (loss) | 29,990 | (2,402) | (996) |
Other (expense) income: | |||
Other (expense) income, net | (594) | 152 | (233) |
Interest expense, net | (6,187) | (304) | (731) |
Income (loss) before income taxes | 23,209 | (2,554) | (1,960) |
Income tax provision (benefit) | 9,376 | (1,544) | (548) |
Net income (loss) | 13,833 | (1,010) | (1,412) |
Less: Net income (loss) attributable to redeemable noncontrolling interest | 1,586 | (808) | 0 |
Net income (loss) attributable to DMC Global Inc. stockholders | $ 12,247 | $ (202) | $ (1,412) |
Net income (loss) per share attributable to DMC Global Inc. stockholders: | |||
Basic (in dollars per share) | $ 0.72 | $ (0.26) | $ (0.10) |
Diluted (in dollars per share) | $ 0.72 | $ (0.26) | $ (0.10) |
Weighted-average shares outstanding: | |||
Basic (in shares) | 19,360,677 | 17,610,711 | 14,790,296 |
Diluted (in shares) | 19,369,165 | 17,610,711 | 14,790,296 |
Dividends declared per common share (in dollars per share) | $ 0 | $ 0 | $ 0.125 |
Reconciliation to net (loss) income attributable to DMC Global Inc. stockholders | |||
Net income (loss) attributable to DMC Global Inc. | $ 12,247 | $ (202) | $ (1,412) |
Adjustment of redeemable noncontrolling interest | 1,937 | (4,424) | 0 |
Net income (loss) attributable to DMC Global Inc. common shareholders after adjustment of redeemable noncontrolling interest | $ 14,184 | $ (4,626) | $ (1,412) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income | $ 13,833 | $ (1,010) | $ (1,412) |
Change in cumulative foreign currency translation adjustment | (2,220) | (3,576) | 2,841 |
Other comprehensive income (loss) | 11,613 | (4,586) | 1,429 |
Less: comprehensive income (loss) attributable to redeemable noncontrolling interest | 1,586 | (808) | 0 |
Comprehensive income (loss) attributable to DMC Global Inc. stockholders | $ 10,027 | $ (3,778) | $ 1,429 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND REDEEMABLE NONCONTROLLING INTEREST - USD ($) $ in Thousands | Total | Parent | Parent Equity Offering | Parent ATM Offering | Parent Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Common Stock Equity Offering | Common Stock ATM Offering | Additional Paid-In Capital | Additional Paid-In Capital Equity Offering | Additional Paid-In Capital ATM Offering | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Other Cumulative Comprehensive Loss | Treasury Stock |
Beginning balances (in shares) at Dec. 31, 2019 | 15,117,207 | ||||||||||||||
Beginning balances (in shares) at Dec. 31, 2019 | (464,532) | ||||||||||||||
Beginning balances at Dec. 31, 2019 | $ 172,141 | $ (50) | $ 756 | $ 85,639 | $ 119,002 | $ (50) | $ (25,803) | $ (7,453) | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net (loss) income | $ (1,412) | (1,412) | (1,412) | ||||||||||||
Change in cumulative foreign currency translation adjustment | 2,841 | 2,841 | 2,841 | ||||||||||||
Shares issued in connection with public offering (in shares) | 608,360 | ||||||||||||||
Shares issued in connection with public offering | $ 25,740 | $ 30 | $ 25,710 | ||||||||||||
Shares issued in connection with stock compensation plans (in shares) | 191,992 | ||||||||||||||
Shares issued in connection with stock compensation plans | 431 | $ 10 | 421 | ||||||||||||
Stock-based compensation | 5,608 | 5,608 | |||||||||||||
Dividends declared | (1,883) | (1,883) | |||||||||||||
Treasury stock activity (in shares) | (63,742) | ||||||||||||||
Treasury stock activity | (6,502) | 9 | $ (6,511) | ||||||||||||
Ending balances (in shares) at Dec. 31, 2020 | 15,917,559 | ||||||||||||||
Ending balances (in shares) at Dec. 31, 2020 | (528,274) | ||||||||||||||
Ending balances at Dec. 31, 2020 | 196,914 | $ 796 | 117,387 | 115,657 | (22,962) | $ (13,964) | |||||||||
Redeemable Non-Controlling interest, beginning balance at Dec. 31, 2019 | 0 | ||||||||||||||
Redeemable Non-Controlling interest, ending balance at Dec. 31, 2020 | 0 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net (loss) income | (1,010) | (202) | (202) | ||||||||||||
Change in cumulative foreign currency translation adjustment | (3,576) | (3,576) | (3,576) | ||||||||||||
Shares issued in connection with public offering (in shares) | 2,875,000 | 397,820 | |||||||||||||
Shares issued in connection with public offering | $ 123,461 | $ 25,262 | $ 144 | $ 20 | $ 123,317 | $ 25,242 | |||||||||
Shares issued in connection with stock compensation plans (in shares) | 178,992 | ||||||||||||||
Shares issued in connection with stock compensation plans | 434 | $ 9 | 425 | ||||||||||||
Shares issued in connection with acquisition (in shares) | 551,458 | ||||||||||||||
Shares issued in connection with acquisition | 21,716 | $ 27 | 21,689 | ||||||||||||
Adjustment of redeemable noncontrolling interest | $ 4,424 | (4,424) | (4,424) | ||||||||||||
Stock-based compensation | 6,455 | 6,455 | |||||||||||||
Treasury stock activity (in shares) | (42,141) | ||||||||||||||
Treasury stock activity | (5,515) | 0 | $ (5,515) | ||||||||||||
Ending balances (in shares) at Dec. 31, 2021 | 19,920,829 | ||||||||||||||
Ending balances (in shares) at Dec. 31, 2021 | (570,415) | (570,415) | |||||||||||||
Ending balances at Dec. 31, 2021 | $ 360,525 | 360,525 | $ 996 | 294,515 | 111,031 | (26,538) | $ (19,479) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Net income | (808) | ||||||||||||||
Distribution to redeemable noncontrolling interest holder | 193,580 | ||||||||||||||
Adjustment of redeemable noncontrolling interest | 4,424 | (4,424) | (4,424) | ||||||||||||
Redeemable Non-Controlling interest, ending balance at Dec. 31, 2021 | 197,196 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Net (loss) income | 13,833 | 12,247 | 12,247 | ||||||||||||
Change in cumulative foreign currency translation adjustment | (2,220) | (2,220) | (2,220) | ||||||||||||
Shares issued in connection with stock compensation plans (in shares) | 219,825 | ||||||||||||||
Shares issued in connection with stock compensation plans | 201 | $ 11 | 190 | ||||||||||||
Adjustment of redeemable noncontrolling interest | (1,937) | 1,937 | 1,937 | ||||||||||||
Stock-based compensation | $ 882 | 9,188 | 9,188 | ||||||||||||
Treasury stock activity (in shares) | (35,308) | ||||||||||||||
Treasury stock activity | (1,231) | $ (1,231) | |||||||||||||
Ending balances (in shares) at Dec. 31, 2022 | 20,140,654 | ||||||||||||||
Ending balances (in shares) at Dec. 31, 2022 | (605,723) | (605,723) | |||||||||||||
Ending balances at Dec. 31, 2022 | $ 380,647 | 380,647 | $ 1,007 | $ 303,893 | 125,215 | $ (28,758) | $ (20,710) | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||||||
Net income | 1,586 | ||||||||||||||
Consideration adjustments related to redeemable noncontrolling interest (Note 3) | 2,095 | ||||||||||||||
Distribution to redeemable noncontrolling interest holder | (12,300) | ||||||||||||||
Adjustment of redeemable noncontrolling interest | (1,937) | $ 1,937 | $ 1,937 | ||||||||||||
Redeemable Non-Controlling interest, ending balance at Dec. 31, 2022 | $ 187,522 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows provided by (used in) operating activities: | |||
Net (loss) income | $ 13,833 | $ (1,010) | $ (1,412) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 14,281 | 11,303 | 9,632 |
Amortization of purchased intangible assets | 36,926 | 1,391 | 1,449 |
Amortization of deferred debt issuance costs | 553 | 248 | 207 |
Amortization of acquisition-related inventory valuation step-up | 430 | 0 | 0 |
Stock-based compensation | 10,058 | 6,574 | 5,675 |
Deferred income taxes | (599) | (1,846) | (2,313) |
Restructuring expenses, net and asset impairments | 182 | 127 | 3,387 |
Other | 1,344 | (204) | 247 |
Change in: | |||
Accounts receivable, net | (23,108) | (9,769) | 30,227 |
Inventories | (33,766) | (12,440) | 2,992 |
Prepaid expenses and other | 9,118 | (19,413) | 675 |
Accounts payable | 7,086 | 13,584 | (14,772) |
Contract liabilities | 11,183 | 1,613 | 1,985 |
Accrued expenses and other liabilities | (2,585) | (2,970) | (7,617) |
Net cash provided by (used in) operating activities | 44,936 | (12,812) | 30,362 |
Cash flows used in investing activities: | |||
Acquisition of business, net of cash acquired | 0 | (261,000) | 0 |
Consideration adjustments related to acquisition of business (Note 3) | (2,404) | 0 | 0 |
Promissory note to redeemable noncontrolling interest holder | 0 | (24,902) | 0 |
Investment in marketable securities | 0 | (123,984) | (25,740) |
Proceeds from maturities of marketable securities | 0 | 4,799 | 0 |
Proceeds from sales of marketable securities | 0 | 144,921 | 0 |
Acquisition of property, plant and equipment | (18,584) | (8,659) | (13,853) |
Proceeds on sale of property, plant and equipment | 62 | 1,019 | 36 |
Net cash used in investing activities | (20,926) | (267,806) | (39,557) |
Cash flows (used in) provided by financing activities: | |||
Borrowings on term loan | 0 | 150,000 | 0 |
Repayments on term loan | (15,000) | 0 | 0 |
Repayments on capital expenditure facility | 0 | (11,750) | (3,125) |
Payments of debt issuance costs | (180) | (2,337) | (90) |
Distributions to redeemable noncontrolling interest holder | (12,300) | 0 | 0 |
Net proceeds from issuance of common stock to employees and directors | 201 | 434 | 431 |
Treasury stock purchases | (1,231) | (2,485) | (1,890) |
Payment of dividends | 0 | 0 | (3,749) |
Net cash (used in) provided by financing activities | (28,510) | 282,585 | 17,317 |
Effects of exchange rates on cash | (1,166) | 656 | (288) |
Net (decrease) increase in cash and cash equivalents | (5,666) | 2,623 | 7,834 |
Cash and cash equivalents, beginning of the period | 30,810 | 28,187 | 20,353 |
Cash and cash equivalents, end of the period | 25,144 | 30,810 | 28,187 |
Supplemental cash flow information: | |||
Non-cash consideration for acquisition of business, net of cash acquired | 740 | 21,716 | 0 |
Non-cash lease liabilities arising from obtaining right-of-use assets | 3,978 | 41,219 | 0 |
Cash paid during the period for - | |||
Interest | 6,236 | 51 | 402 |
Income taxes, net | 2,860 | 7,533 | 497 |
Equity Offering | |||
Cash flows (used in) provided by financing activities: | |||
Net proceeds from issuance of common stock | 0 | 123,461 | 0 |
ATM Offering | |||
Cash flows (used in) provided by financing activities: | |||
Net proceeds from issuance of common stock | $ 0 | $ 25,262 | $ 25,740 |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS DMC Global Inc. (“DMC”, "we", "us", "our", or the "Company") was incorporated in the state of Colorado in 1971 and reincorporated in the state of Delaware in 1997. DMC is headquartered in Broomfield, Colorado and has manufacturing facilities in the United States and Germany. DMC’s portfolio currently consists of three businesses: Arcadia, DynaEnergetics, and NobelClad, which are three innovative, asset-light manufacturing businesses that provide differentiated products and engineered solutions to niche segments of the construction, energy, industrial processing and transportation markets. In December 2021, DMC acquired a controlling interest in Arcadia. Arcadia supplies architectural building products, including exterior and interior framing systems, curtain walls, windows, doors, and interior partitions to the commercial construction market; and also supplies customized windows and doors to the high-end residential construction market. DynaEnergetics designs, manufactures and distributes highly engineered products utilized by the global oil and gas industry principally for the perforation of oil and gas wells. NobelClad is a leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment, as well as specialized transition joints for use in construction of commuter rail cars, ships, and liquified natural gas (LNG) processing equipment. Refer to Note 3 “Business Combination” for additional discussion of the Arcadia acquisition. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The Company's consolidated financial statements ("Consolidated Financial Statements") include the accounts of DMC and its controlled subsidiaries. Only subsidiaries in which controlling interests are maintained are consolidated. All intercompany accounts, profits, and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Business Combination The results of a business acquired in a business combination are included in the Company’s financial statements from the date of acquisition. Acquisition-related transaction costs are expensed in the period in which the costs are incurred. The Company allocates purchase price to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. Foreign Operations and Foreign Exchange Rate Risk The functional currency of our foreign operations is the applicable local currency for each affiliate company. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated at exchange rates in effect at period-end, and the Statements of Operations are translated at the average exchange rates during the period. Exchange rate fluctuations on translating foreign currency financial statements into U.S. dollars are referred to as translation adjustments. Translation adjustments are recorded as a separate component of stockholders’ equity and are included in "Other cumulative comprehensive loss." Transactions denominated in currencies other than the functional currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in "Other (expense) income, net" as unrealized, based on period-end exchange rates, or realized, upon settlement of the transaction. Cash flows from our operations in foreign countries are translated at actual exchange rates when known, or at the average rate for the period. As a result, amounts related to assets and liabilities reported in the Consolidated Statements of Cash Flows will not agree to changes in the corresponding balances in the Consolidated Balance Sheets. The effects of exchange rate changes on cash balances held in foreign currencies are reported as a separate line item below cash flows from financing activities. Cash and Cash Equivalents For purposes of the Consolidated Financial Statements, we consider highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Marketable Securities In periods where we hold excess cash and cash equivalents, we invest in highly rated securities, with the primary objectives of preserving principal, providing access to liquidity to fund the ongoing operations and strategic needs of the Company and its subsidiaries, and achieving a yield that is commensurate with low risk and highly liquid securities. The Company’s investment policy generally limits the amount of credit exposure to any one issuer. During the year ended December 31, 2022, we did not hold marketable securities. During the year ended December 31, 2021, we held investments in U.S. Treasuries as well as A-1 or P-1 rated commercial paper. Our marketable securities were converted to cash and used in part to fund the acquisition of Arcadia; refer to Note 3 “Business Combination” for additional discussion of the Arcadia acquisition. The Company’s investments in U.S. Treasury securities are measured at fair value with gains and losses recognized in the Consolidated Statement of Operations within “Other (expense) income, net." Accounts Receivable The Company measures expected credit losses for its accounts receivable using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company has disaggregated pools of accounts receivable balances by business, geography and/or customer risk profile and has used history and other experience to establish an allowance for credit losses at the time the receivable is recognized. To measure expected credit losses, we have elected to pool trade receivables by segment and analyze Arcadia, DynaEnergetics and NobelClad accounts receivable balances as separate populations. Within each segment, receivables exhibit similar risk characteristics. During the year ended December 31, 2022, our expected loss rate reflects uncertainties in market conditions present in our businesses, including supply chain disruptions, rising interest rates, as well as global geopolitical and economic instability. In addition, we reviewed receivables outstanding, including aged balances, and in circumstances where we are aware of a specific customer’s inability to meet its financial obligation to us, we recorded a specific allowance for credit losses against the amounts due, reducing the net recognized receivable to the amount we estimate will be collected. The offsetting expense to specific allowances recorded are charged to “Selling and distribution expenses” in our Consolidated Statements of Operations. In total, net provisions of $720 were recorded during the year ended December 31, 2022. For the years ended December 31, 2021 and 2020, we recorded net provisions of $171 and $3,039, respectively. The following table summarizes activity in the allowance for credit losses on receivables from customers in each of our business segments: Arcadia DynaEnergetics NobelClad DMC Global Inc. Allowance for doubtful accounts, December 31, 2021 $ — $ 2,758 $ 15 $ 2,773 Current period provision for expected credit losses 797 169 62 1,028 Write-offs charged against the allowance (321) (2,245) — (2,566) Recoveries of amounts previously reserved (232) (76) — (308) Impacts of foreign currency exchange rates and other — (3) 1 (2) Allowance for doubtful accounts, December 31, 2022 $ 244 $ 603 $ 78 $ 925 Property, Plant and Equipment Property, plant and equipment are recorded at cost, except for assets acquired in acquisitions which are recorded at fair value. Additions and improvements are capitalized. Maintenance and repairs are charged to operations as costs are incurred. Depreciation is computed using the straight-line method over the estimated useful life of the related asset (except leasehold improvements which are depreciated over the shorter of their estimated useful life or the lease term) as follows: Buildings and improvements 15-40 years Manufacturing equipment and tooling 3-15 years Furniture, fixtures, and computer equipment 3-10 years Other 3-10 years Gross property, plant and equipment consisted of the following at December 31: 2022 2021 Land $ 4,215 $ 5,725 Buildings and improvements 63,184 58,536 Manufacturing equipment and tooling 85,477 79,855 Furniture, fixtures and computer equipment 24,800 18,910 Other 15,775 14,926 Construction in process 17,826 13,070 Total gross property, plant and equipment $ 211,277 $ 191,022 Asset Impairments Finite-lived assets are tested for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. We compare the expected undiscounted future operating cash flows associated with these finite-lived assets to their respective carrying values to determine if they are fully recoverable when indicators of impairment are present. If the expected future operating cash flows of an asset group are not sufficient to recover the related carrying value, we estimate the fair value of the asset group. Impairment is recognized when the carrying amount of the asset group is not recoverable and when carrying value exceeds the estimated fair value. Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount or fair value less cost to sell. For the years ended December 31, 2022 and December 31, 2021, no impairments were recorded. For the year ended December 31, 2020, we recognized an impairment charge of $1,361 (recorded in “Restructuring expenses, net and asset impairments”). The COVID-19 pandemic-related collapse in oil and gas demand led to a downturn in well completions and a corresponding downturn in demand for DynaEnergetics’ products. As a result, DynaEnergetics recorded asset impairment charges of $1,181 on certain manufacturing assets that will no longer be utilized in production at its Blum, Texas and Troisdorf, Germany facilities. The fair value of the assets upon which an impairment charge was recorded was primarily based upon the Company's estimates as we negotiated disposal of the assets. Goodwill Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a business combination. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that the carrying value might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company's reporting units are each of the three operating segments: Arcadia, DynaEnergetics, and NobelClad. To test goodwill for impairment, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. For the qualitative assessment, we consider macroeconomic and market conditions, cost factors, financial performance and other relevant entity-specific events. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value during the qualitative assessment, we quantitatively estimate the fair value of the reporting unit and compare the estimated fair value to its carrying value. Based on the results of the quantitative assessment, if the carrying value exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference. The assumptions used in a quantitative assessment require significant judgment, which include assumptions about future economic conditions and company-specific conditions and plans. In a quantitative assessment, a company estimates the fair value of a reporting unit by using the income approach, specifically a discounted cash flow analysis. A number of assumptions and estimates are required in performing the discounted cash flow analysis, including forecasts of revenues, costs of revenues, operating expenses, capital expenditures, discount rates, working capital changes, and terminal growth rates. As of and for the years ended December 31, 2022 and 2021, all goodwill recorded within the Consolidated Balance Sheets relates to Arcadia. As of the date of the 2022 annual impairment test, we performed a quantitative assessment and concluded that the fair value of Arcadia exceeded its carrying value by approximately 10%. Discount rates are one of the more significant assumptions used in the income approach. If the Company increased the discount rate used by 75 basis points, the fair value of Arcadia would still exceed its carrying value. A decline in general economic conditions or equity valuations could impact the judgments and assumptions used to estimate the fair value of Arcadia, and the Company could be required to record an impairment charge in the future. If the Company was required to recognized an impairment charge, the Consolidated Balance Sheets and Consolidated Statements of Operations and Comprehensive Income (Loss) could be materially impacted; however, the non-cash charge would not impact the Company's consolidated cash flows, current liquidity, and capital resources. Contract Liabilities On occasion, we require customers to make advance payments prior to the shipment of their orders in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels. Contract liabilities were as follows at December 31: 2022 2021 Arcadia $ 27,634 $ 14,697 DynaEnergetics 785 474 NobelClad 3,661 5,881 Total $ 32,080 $ 21,052 We generally expect to recognize the revenue associated with contract liabilities over a time period no longer than one year, but unforeseen circumstances can cause delays in shipments associated with contract liabilities, including supply chain delays and disruptions as well as adequacy of labor supplies at our facilities and customers' facilities. Revenue Recognition The Company’s revenues are primarily derived from consideration paid by customers for tangible goods. The Company analyzes its different products by segment to determine the appropriate basis for revenue recognition. Revenue is not generated from sources other than contracts with customers and revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. There are no material upfront costs for operations that are incurred from contracts with customers. Our rights to payments for goods transferred to customers within our DynaEnergetics and NobelClad business segments arise when control is transferred at a point in time and not on any other criteria. Our rights to payments for goods transferred to customers within our Arcadia business segment also generally arise when control is transferred at a point in time; however, at times, control of certain customized, project-based products passes to the customer over time. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days across all of our segments. In instances when we require customers to make advance payments prior to the shipment of their orders, we record a contract liability. We have determined that our contract liabilities do not include a significant financing component given the short duration between order initiation and order fulfillment within each of our segments. Refer to Note 11 “Business Segments” for disaggregated revenue disclosures. Arcadia Customers agree to terms and conditions at the time of initiating an order. A significant portion of transactions contain standard architectural building materials that are not made-to-order, which include standard storefronts and entrances, windows, curtain walls, doors and interior partitions. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. Arcadia is entitled to each product’s transaction price upon the customer obtaining control of the item. For standard architectural building materials that are not made-to-order, such control transfers at a point in time, which is generally when the product has been shipped to the customer and the legal title has been transferred. Upon shipment and title transfer, Arcadia has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. Payment discounts, rebates, refunds, or any other forms of variable consideration are typically not granted to Arcadia customers. For contracts that contain only one performance obligation, the total transaction price is allocated to the sole performance obligation. For contracts which contain multiple distinct performance obligations, judgment is required to determine the standalone selling price (“SSP”) for each performance obligation. However, such judgment is largely mitigated given that standard architectural building materials purchased are generally shipped at the same time. In instances where products purchased are not shipped at the same time, Arcadia uses the contractually stated price to determine SSP as each performance obligation's price has been approved by the customer and approximates the price sold separately. At times, Arcadia will also contract with customers to supply customized architectural building materials based on design specifications, measurements, finishes, framing materials, and other options selected by the customer at the time an order is initiated. For these contracts, which are significantly less frequent in both volume and financial statement magnitude, Arcadia has an enforceable right to payment from its customers at the time an order is received and accepted for all manufacturing efforts expended on behalf of its customers. Due to the customized nature of these products, the Company has concluded that the substantial portion of the related goods produced have no alternative use, and therefore control of these products passes to the customer over time. We have concluded that recognizing revenue utilizing an over-time output method based upon units delivered reasonably depicts the fulfillment of our performance obligations under our contracts and the value received by the customer based upon our performance to date. This conclusion is further supported by the frequency of shipments in fulfilling these contracts. We have elected not to disclose our unsatisfied performance obligations as of December 31, 2022 under the short-term contract exemption as we expect such performance obligations will be satisfied within the next 12 months following the end of the reporting period. Billings for customized architectural building materials occur at times upon delivery, but also can occur via pre-established billing schedules agreed upon at the commencement of the contract. Therefore, we frequently generate contract liabilities in instances when we have billed the customer in excess of revenue recognized for units delivered. DynaEnergetics Customers agree to terms and conditions at the time of initiating an order. Transactions contain standard products, which may include perforating system components, such as detonating cord, or systems and associated hardware, including Factory-Assembled, Performance-Assured TM DynaStage ® perforating systems. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. However, judgment is significantly mitigated given that products purchased are generally shipped at the same time. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. DynaEnergetics is entitled to each product’s transaction price upon the customer obtaining control of the item. Such control occurs as of a point in time, which is generally based upon relevant International Commercial Terms (“Incoterms") as it relates to product ownership and legal title being transferred. Upon fulfillment of applicable Incoterms, DynaEnergetics has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. No payment discounts, rebates, refunds, or any other forms of variable consideration are included within contracts. DynaEnergetics also does not provide service-type warranties either via written agreement or customary business practice, nor does it allow customer returns without its prior approval. NobelClad Customers agree to terms and conditions at the time of initiating an order. The significant majority of transactions contain a single performance obligation - the delivery of a clad metal product. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. However, judgment is significantly mitigated given that products purchased are generally shipped at the same time. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. NobelClad is entitled to each product’s transaction price upon the customer obtaining control of the item. Such control occurs as of a point in time, which is generally based upon relevant Incoterms as it relates to product ownership and legal title being transferred. Upon fulfillment of applicable Incoterms, NobelClad has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. No payment discounts, rebates, refunds, or any other forms of variable consideration are included within NobelClad contracts. NobelClad also does not provide service-type warranties either via written agreement or customary business practice, nor does it allow customer returns. Research and Development Research and development costs include expenses associated with developing new products and processes as well as improvements to current manufacturing processes. Research and development costs were $6,781, $7,240, and $7,910 for the years ended December 31, 2022, 2021 and 2020, respectively. Income Taxes 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, that 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 to be realized upon ultimate resolution. We recognize interest and penalties related to uncertain tax positions in operating expense. Refer to Note 10 "Income Taxes" for further information on our income taxes. Earnings Per Share In periods with net income, the Company computes earnings per share (“EPS”) using a two-class method, which is an earnings allocation formula that determines EPS for (i) each class of common stock (the Company has a single class of common stock), and (ii) participating securities according to dividends declared and participation rights in undistributed earnings. Restricted stock awards are considered participating securities in periods of net income as they receive non-forfeitable rights to dividends as common stock. For the year ended December 31, 2022, we were in a net income position, and all potential dilutive shares were included in the determination of diluted EPS. Given we were in a net loss position for the years ended December 31, 2021 and 2020, all potentially dilutive shares were anti-dilutive and were therefore excluded from the determination of diluted EPS. Basic EPS is calculated by dividing net income (loss) attributable to the Company's stockholders after adjustment of redeemable noncontrolling interest by the weighted‑average number of common shares outstanding during the period. Net income (loss) available to common shareholders of the Company includes any adjustment to the redeemable noncontrolling interest value as of the end of the period presented. Refer to Note 3 "Business Combination" for further discussion of the calculation of the adjustment of the redeemable noncontrolling interest. Diluted EPS adjusts basic EPS for the effects of restricted stock awards, restricted stock units, performance share units and other potentially dilutive financial instruments (dilutive securities), only in the periods in which such effect is dilutive. The effect of the dilutive securities is reflected in diluted EPS by application of the more dilutive of (1) the treasury stock method or (2) the two-class method. For the applicable period presented, diluted EPS using the two-class method was more dilutive than the treasury stock method; as such, only the two-class method has been included below. EPS was calculated as follows for the years ended December 31: 2022 2021 2020 Net income (loss) attributable to DMC Global Inc. stockholders, as reported $ 12,247 $ (202) $ (1,412) Adjustment of redeemable noncontrolling interest 1,937 (4,424) — Less: Undistributed net income available to participating securities (198) — — Numerator for basic net income (loss) per share: 13,986 (4,626) (1,412) Add: Undistributed net income allocated to participating securities 198 — — Less: Undistributed net income reallocated to participating securities (198) — — Numerator for diluted net income (loss) per share: 13,986 (4,626) (1,412) Denominator: Weighted average shares outstanding for basic net income (loss) per share 19,360,677 17,610,711 14,790,296 Effect of dilutive securities (1) 8,488 — — Weighted average shares outstanding for diluted net income (loss) per share 19,369,165 17,610,711 14,790,296 Net income (loss) per share attributable to DMC Global Inc. stockholders: Basic $ 0.72 $ (0.26) $ (0.10) Diluted $ 0.72 $ (0.26) $ (0.10) (1) For the year ended December 31, 2022, 93,060 shares were excluded as their effect would have been anti-dilutive. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows: • Level 1 — Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date. • Level 2 — Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data. • Level 3 — Inputs to the valuation that are unobservable inputs for the asset or liability. The highest priority is assigned to Level 1 inputs and the lowest priority to Level 3 inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value. The carrying value of our revolving loans and term loan under our credit facility, when outstanding, also approximate their fair value because of the variable interest rate associated with those instruments, which reset each month at market interest rates. All of these items are considered Level 1 assets and liabilities. Our foreign currency forward contracts are valued using quoted market prices or are determined using a yield curve model based on current market rates. As a result, we classify these instruments as Level 2 in the fair value hierarchy. Money market funds and mutual funds of $8,444 and $9,083 as of December 31, 2022 and 2021, respectively, held to satisfy future deferred compensation obligations are valued based upon the market values of underlying securities and are classified as Level 2 assets in the fair value hierarchy. We did not hold any Level 3 assets or liabilities as of December 31, 2022 or December 31, 2021. However, the fair value measurement of certain assets and liabilities acquired as part of the Arcadia acquisition were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy; refer to Note 3 for description of the valuation approaches to measure these assets and liabilities. Restructuring Restructuring expenses are incurred from time to time to improve operational efficiency across our businesses. During the years ended December 31, 2022 and 2021, we recorded total restructuring expenses of $182 and $127, respectively. These expenses were primarily related to employee severance. During the year ended December 31, 2020, we incurred charges across each of our businesses in relation to the COVID-19 pandemic. Total restructuring charges incurred are as follows and were reported in the "Restructuring expenses, net and asset impairments" line item in our Consolidated Statements of Operations for the year ended December 31, 2020: 2020 Severance Asset Impairment Contract Termination Costs Equipment Moving Costs Other Exit Costs Total DynaEnergetics $ 936 $ 1,181 $ 19 $ 126 $ 660 $ 2,922 NobelClad 140 180 — — 26 346 Corporate 119 — — — — 119 Total $ 1,195 $ 1,361 $ 19 $ 126 $ 686 $ 3,387 Current year changes to the restructuring liability within accrued expenses are summarized below. The remaining liability is primarily related to previously accrued severance associated with NobelClad restructuring activities that occurred in 2019. December 31, 2021 Expense Payments Currency and Other Adjustments December 31, 2022 Severance $ 829 $ 147 $ (29) $ (51) $ 896 Other exit costs — 35 (21) — 14 Total $ 829 $ 182 $ (50) $ (51) $ 910 Concentration of Credit Risk and Off Balance Sheet Arrangements Financial instruments, which potentially subject us to a concentration of credit risk, consist primarily of cash, cash equivalents, and accounts receivable. Generally, we do not require collateral to secure receivables. At December 31, 2022, we had no financial instruments with off-balance sheet risk of accounting losses. Other Cumulative Comprehensive Loss Other cumulative comprehensive loss as of December 31, 2022, 2021, and 2020 consisted entirely of currency translation adjustments, including intra-entity foreign currency transactions that are classified as long-term investments. Recent Accounting Pronouncements We have considered all recent accounting pronouncements issued, but not yet effective, and we do not expect any to have a material effect on the Company’s Consolidated Financial Statements. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On December 16, 2021, the Company entered into an equity purchase agreement with Arcadia, Inc., a California corporation, the shareholders of Arcadia, Inc. and certain other parties (the “Equity Purchase Agreement”). On December 23, 2021, pursuant to the Equity Purchase Agreement, the Company completed the acquisition of a 60% controlling interest in Arcadia Products, LLC, a Colorado limited liability company resulting from the conversion of Arcadia, Inc. (collectively, “Arcadia”) for closing consideration of $261,000 in cash (excluding $7,654 in acquired cash) and 551,458 shares of its common stock, par value $0.05 per share. A portion of the cash consideration was placed into escrow and was subject to certain post-closing adjustments. DMC acquired Arcadia as part of its strategy of building a diversified portfolio of industry-leading businesses with differentiated products and services. Arcadia supplies architectural building products, including exterior and interior framing systems, curtain walls, windows, doors, and interior partitions to the commercial construction market; and also supplies customized windows and doors to the high-end residential construction market. The acquisition was funded by the Company through cash and marketable securities, equity, and debt financing. Assets acquired and liabilities assumed have been recorded at their fair values. Certain fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—excess earnings method for customer relationships and customer backlog and the income approach—relief from royalty method for the trade name acquired. A number of assumptions and estimates were involved in the application of these valuation methods, including forecasts of revenues, costs of revenues, operating expenses, tax rates, capital expenditures, customer attrition, discount rates and working capital changes. The following table sets forth the preliminary and final components of the fair value of total consideration transferred and net assets acquired. Measurement period adjustments were recognized in the period in which the adjustments were determined and calculated as if the accounting had been completed as of the acquisition date. Preliminary Measurement Period Adjustments Final December 23, 2021 December 31, 2022 Cash, including cash acquired (1) $ 268,654 $ 2,034 $ 270,688 Equity 21,716 — 21,716 Future contractual consideration to be paid (2) — 1,110 1,110 Total fair value of consideration transferred 290,370 3,144 293,514 Assets acquired: Cash and cash equivalents $ 7,654 $ — $ 7,654 Accounts receivable 31,456 — 31,456 Inventories 60,503 — 60,503 Prepaid expenses and other 2,438 (187) 2,251 Property, plant and equipment (3) 17,323 4,770 22,093 Goodwill (4) 141,266 459 141,725 Intangible assets (5) 254,500 — 254,500 Other long-term assets (6) 122 41,858 41,980 Total assets acquired 515,262 46,900 562,162 Liabilities assumed: Accounts payable 8,792 — 8,792 Other current liabilities (6) 22,520 4,785 27,305 Other long-term liabilities (6) — 36,876 36,876 Total liabilities assumed 31,312 41,661 72,973 Redeemable noncontrolling interest (7) 193,580 2,095 195,675 Total assets acquired and liabilities assumed $ 290,370 $ 3,144 $ 293,514 (1) Cash sources of funding included $150,000 in new term loan debt and $118,654 of cash and marketable securities on hand. During the year ended December 31, 2022, working capital estimates at the time of acquisition were finalized. In April 2022, $640 was returned to the Company from the funds previously placed into escrow. In August 2022, the Company paid the prior shareholders of Arcadia $2,674 in additional consideration to compensate for certain tax impacts of the transaction, as provided in the Equity Purchase Agreement. (2) Represents additional cash consideration to be paid over a three-year time period from the date of acquisition to certain prior shareholders. (3) Property, plant and equipment primarily consists of the following: Land $ 1,500 Buildings and improvements 6,451 Manufacturing equipment and tooling 12,634 Furniture, fixtures, and computer equipment 211 Other 1,297 Total property, plant and equipment $ 22,093 The useful lives of property, plant and equipment are consistent with the Company's accounting policies. (4) Amounts recorded for goodwill resulting in a tax basis step-up are generally expected to be deductible for tax purposes. Tax deductible goodwill is estimated to be $82,847. (5) Intangible assets consist of $210,500 of customer relationships, $22,000 of trade name, and $22,000 of customer backlog after measurement period adjustments. During the year ended December 31, 2022, the Company reclassified $500 from customer relationships to customer backlog due to changes in purchase price allocation estimates. A useful life of 15 years was assigned to both customer relationships and trade name, while a useful life of 7 months was assigned to customer backlog, and as such, customer backlog was fully amortized as of December 31, 2022. (6) The measurement period adjustments within "Other long-term assets", "Other current liabilities", and "Other long-term liabilities" primarily relate to $41,219 of right-of-use assets, $4,343 of current lease liabilities, and $36,876 of long-term lease liabilities, respectively. These balances were recorded within the Consolidated Balance Sheet as of December 31, 2021; however, they were excluded from the preliminary purchase price footnote given their immaterial impact on total net assets acquired. (7) Redeemable noncontrolling interest represents 40% of the total fair value of Arcadia upon acquisition, inclusive of measurement period adjustments. The results of Arcadia's operations have been included in DMC's Consolidated Financial Statements since December 23, 2021, the date of the acquisition. For the year ended December 31, 2021, Arcadia had no sales activity due to a planned shutdown between the acquisition date and December 31, 2021, but it did incur total expenses of $2,020, including manufacturing expenses recorded within cost of products sold of $1,044, selling, general and administrative expenses of $613, and amortization of purchased intangible assets of $363. Acquisition expenses were $1,581 for the year-ended December 31, 2021 and primarily included legal, accounting, and due diligence fees. Redeemable noncontrolling interest The limited liability company operating agreement for Arcadia (the “Operating Agreement”) contains a right for the Company to purchase the remaining interest in Arcadia from the minority interest holder on or after the third anniversary of the acquisition closing date (“Call Option”). Similarly, the minority interest holder of Arcadia has the right to sell its remaining interest in Arcadia to the Company on or after the third anniversary of the acquisition closing date (“Put Option”). Both the Call Option and Put Option enable the respective holder to exercise their rights based upon a predefined calculation as included within the Operating Agreement. The Company initially accounted for the noncontrolling interest at its acquisition date fair value. We determined that neither the Call Option nor the Put Option meet the definition of a derivative under ASC 815 Derivatives and Hedging as the Operating Agreement does not allow for contractual net settlement, the options cannot be settled outside the Operating Agreement through a market mechanism, and the underlying shares are deemed illiquid as they are not publicly traded and thus not considered readily convertible to cash. Additionally, the settlement price for both options is based upon a predefined calculation tied to adjusted earnings rather than a fixed price, and the formula is based upon a multiple of Arcadia’s average adjusted earnings over a three-year period. As such, we have concluded that the Call Option and Put Option are embedded within the noncontrolling interest and therefore do not represent freestanding instruments. Given that the noncontrolling interest is subject to possible redemption with redemption rights that are not entirely within the control of the Company, we have concluded that the noncontrolling interest should be accounted for in accordance with ASC 480 Distinguishing Liabilities from Equity ("ASC 480"). The noncontrolling interest is also probable of redemption, as the only criteria for the security to become redeemable is the passage of time. As such, the redeemable noncontrolling interest is classified in temporary equity, separate from the stockholders’ equity section, in the Consolidated Balance Sheets. At each balance sheet date subsequent to acquisition, two separate calculations must be performed to determine the value of the redeemable noncontrolling interest. First, the redeemable noncontrolling interest must be accounted for in accordance with ASC 810 Consolidation (“ASC 810”) whereby income (loss) and cash distributions attributable to the redeemable noncontrolling interest holder are ascribed. After this occurs, applicable provisions of ASC 480 must be considered to determine whether any further adjustment is necessary to increase the carrying value of the redeemable noncontrolling interest. An adjustment would only be necessary if the estimated settlement amount of the redeemable noncontrolling interest, per the terms of the Operating Agreement, exceeds the carrying value calculated in accordance with ASC 810. If such adjustment is required, the impact is immediately recorded to retained earnings and therefore does not impact the Consolidated Statements of Operations or Comprehensive Income (Loss). As of December 31, 2022, the redeemable noncontrolling interest is $187,522 in comparison to our previous estimate at December 31, 2021 of $197,196 . The decrease is attributable to a decline in the estimated settlement amount of the redeemable noncontrolling interest due to a reduction in average adjusted earnings. Promissory Note In order to equalize after-tax consideration to the redeemable noncontrolling interest holder relative to an alternative transaction structure, immediately following the closing of the acquisition, the Company loaned approximately $24,902 to the redeemable noncontrolling interest holder. The loan was evidenced by an unsecured promissory note, and the loan will be repaid out of proceeds from the sale of the redeemable noncontrolling interest holder’s interests in Arcadia, whether received upon exercise of the Put Option, the Call Option or upon sales to third parties permitted under the terms of the Operating Agreement. The loan must be repaid in full by December 16, 2051 and is recorded within "Other assets" in the Consolidated Balance Sheets. Unaudited Pro Forma Financial Information Pro forma financial information is presented for informational purposes and is not intended to represent or be indicative of the actual results of operations of the combined business that would have been reported had the acquisition of Arcadia been completed at the beginning of fiscal year 2020, nor is it representative of future operating results of the Company. ASC 805 requires pro forma adjustments to reflect the effects of fair value adjustments, transaction costs, capital structure changes, the tax effects of such adjustments, and also requires nonrecurring adjustments to be prepared and presented. The adjustments to the historical Arcadia financial results include removal of nonrecurring transaction costs. Results were further adjusted to reflect a full period of (a) fair value adjustments related to inventory and incremental intangible asset amortization, (b) interest expense with the higher principal and interest rates associated with the Company's term loan incurred to finance, in part, the acquisition of Arcadia, (c) the effects of integration costs on the results of Arcadia's operations, and (d) the effects of adjustments on income taxes. The following unaudited pro forma combined financial information presents combined results of the Company and Arcadia as if the acquisition of Arcadia had occurred at the beginning of fiscal year 2020: Year Ended December 31, 2021 2020 Net sales $ 500,460 $ 475,125 Net income attributable to DMC Global Inc. stockholders $ 17,541 $ 8,324 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Significant cost elements included in inventory are material, labor, freight, subcontract costs, and manufacturing overhead. As necessary, we write down inventory to its net realizable value by recording provisions for excess, slow moving and obsolete inventory. 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 consisted of the following as of December 31, 2022: Arcadia DynaEnergetics NobelClad DMC Global Inc. Raw materials $ 11,099 $ 23,701 $ 8,926 $ 43,726 Work-in-process 11,468 21,198 7,587 40,253 Finished goods 55,074 16,802 456 72,332 Supplies — — 279 279 Total inventories $ 77,641 $ 61,701 $ 17,248 $ 156,590 Inventories consisted of the following as of December 31, 2021: Arcadia DynaEnergetics NobelClad DMC Global Inc. Raw materials $ 12,168 $ 15,209 $ 7,655 $ 35,032 Work-in-process 3,987 13,672 10,257 27,916 Finished goods 44,348 14,998 1,651 60,997 Supplies — — 269 269 Total inventories $ 60,503 $ 43,879 $ 19,832 $ 124,214 |
PURCHASED INTANGIBLE ASSETS
PURCHASED INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
PURCHASED INTANGIBLE ASSETS | PURCHASED INTANGIBLE ASSETS Our purchased intangible assets include finite-lived core technology, customer backlog, customer relationships, and trademarks/trade names. Finite-lived intangible assets are amortized over the estimated useful life of the related assets. Customer relationships are amortized using an accelerated amortization method. The remaining weighted average amortization period of all purchased intangible assets is approximately 14 years in total. The remaining weighted average amortization periods of the purchased intangible assets by asset category are as follows: Core technology 2 years Customer relationships 14 years Trademarks / Trade names 14 years Our purchased intangible assets consisted of the following as of December 31, 2022: Gross Accumulated Net Core technology $ 14,063 $ (14,031) $ 32 Customer backlog 22,000 (22,000) — Customer relationships 244,650 (47,254) 197,396 Trademarks / Trade names 23,914 (3,417) 20,497 Total intangible assets $ 304,627 $ (86,702) $ 217,925 Our purchased intangible assets consisted of the following as of December 31, 2021: Gross Accumulated Net Core technology $ 15,647 $ (14,209) $ 1,438 Customer backlog 21,500 — 21,500 Customer relationships 246,718 $ (36,047) 210,671 Trademarks / Trade names 24,037 $ (2,070) 21,967 Total intangible assets $ 307,902 $ (52,326) $ 255,576 The change in the gross value of our purchased intangible assets at December 31, 2022 from December 31, 2021 was primarily due to foreign currency translation. Additionally, there was an adjustment due to recognition of tax benefit from tax amortization previously applied to certain goodwill related to the DynaEnergetics and NobelClad reporting units. After the goodwill associated with each reporting unit was impaired at December 31, 2015 and September 30, 2017, respectively, the tax amortization reduces other intangible assets' net value related to the historical acquisition. Expected future amortization of purchased intangible assets is as follows: For the years ended December 31: 2023 $ 22,666 2024 21,155 2025 19,053 2026 17,426 2027 15,806 Thereafter 121,819 $ 217,925 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases real properties for use in manufacturing and as administrative and sales offices, and leases automobiles and office equipment. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating. Right-of-use (“ROU”) assets are initially measured at the present value of lease payments over the lease term plus initial direct costs, if any. If a lease does not provide a discount rate and the implicit rate cannot be readily determined, an incremental borrowing rate is used to determine the present value of future lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term within the Consolidated Statement of Operations. Lease and non-lease components within the Company’s lease agreements are accounted for together. Variable lease payments are recognized in the period in which the obligation is incurred. The Company has no leases in which the Company is the lessor. Nearly all of the Company’s leasing arrangements are classified as operating leases. ROU asset and lease liability balances were as follows for the periods presented: December 31, 2022 December 31, 2021 ROU asset $ 48,470 $ 52,219 Current lease liability 7,041 6,126 Long-term lease liability 43,001 47,000 Total lease liability $ 50,042 $ 53,126 The ROU asset is reported in “ Other assets Other current liabilities Other long-term liabilities Arcadia leases certain office, manufacturing, distribution and warehouse facilities from entities affiliated with the redeemable noncontrolling interest holder and former president of Arcadia. There were eight related party leases in effect as of December 31, 2022, with expiration dates ranging from calendar years 2025 to 2031. As of December 31, 2022, the total ROU asset and related lease liability recognized for related party leases was $28,902 and $29,399, respectively. During the year ended December 31, 2022, related party lease expense was $4,625. Total operating lease expense included in the Company’s Consolidated Statements of Operations was $11,883, $4,453 and $3,950 for the years ended December 31, 2022, 2021, and 2020, respectively. Short term and variable lease costs were not significant for any period presented. Certain of the Company’s leases contain renewal options and options to extend the leases for up to five years, and a majority of these options are reflected in the calculation of the ROU assets and lease liability due to the likelihood of renewal. The following table summarizes the weighted average lease terms and discount rates for operating lease liabilities: December 31, 2022 December 31, 2021 Weighted average remaining lease term 7.9 years 9.0 years Weighted average discount rate 4.3 % 4.4 % The following table represents maturities of operating lease liabilities as of December 31, 2022: Due within 1 year $ 7,041 Due after 1 year through 2 years 8,548 Due after 2 years through 3 years 8,431 Due after 3 years through 4 years 7,264 Due after 4 years through 5 years 6,690 Thereafter 21,481 Total future minimum lease payments 59,455 Less imputed interest (9,413) Total $ 50,042 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Outstanding borrowings consisted of the following at December 31: 2022 2021 Syndicated credit agreement: U.S. Dollar revolving loan $ — $ — Term loan 135,000 150,000 Commerzbank line of credit — — Outstanding borrowings 135,000 150,000 Less: debt issuance costs (2,202) (2,575) Total debt 132,798 147,425 Less: current portion of long-term debt (15,000) (15,000) Long-term debt $ 117,798 $ 132,425 Syndicated Credit Agreement On December 23, 2021, we entered into a five-year $200,000 syndicated credit agreement (“credit facility”) which included a $150,000 Term Loan, which is amortizable at 10% of principal per year with a balloon payment for the outstanding balance upon the credit facility maturity date in 2026, and allows for revolving loans of up to $50,000. The credit facility has an accordion feature to increase the commitments by $100,000 under the revolving loan class and/or by adding a term loan subject to approval by applicable lenders. We entered into the credit facility with a syndicate of four banks, with KeyBank, N.A. acting as administrative agent. The credit facility is secured by the assets of DMC including accounts receivable, inventory, and fixed assets, including Arcadia and its subsidiary, as well as guarantees and share pledges by DMC and its subsidiaries. Borrowings under the $150,000 Term Loan and $50,000 revolving loan limit can be in the form of Adjusted Daily Simple Secured Overnight Financing Rate ("SOFR") loans or one month Adjusted Term SOFR loans. Additionally, U.S. dollar borrowings on the revolving loan can be in the form of Base Rate loans (Base Rate borrowings are based on the greater of the administrative agent’s Prime rate, an adjusted Federal Funds rate or an adjusted SOFR rate). SOFR loans bear interest at the applicable SOFR rate plus an applicable margin (varying from 1.50% to 3.00%). Base Rate loans bear interest at the defined Base Rate plus an applicable margin (varying from 0.50% to 2.00%). As of December 31, 2022, no amounts were outstanding on the revolver. The credit facility includes 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 ratios. The leverage ratio is defined in the credit facility as the ratio of Consolidated Funded Indebtedness (as defined in the credit facility) on the last day of any trailing four quarter period to Consolidated Pro Forma EBITDA (as defined in the credit facility) for such period. The maximum leverage ratio permitted by our credit facility is 3.25 to 1.0 from the quarter ended December 31, 2022 through the quarter ended March 31, 2023, and 3.0 to 1.0 from the quarter ended June 30, 2023 and thereafter. The debt service coverage ratio is defined in the credit facility as the ratio of Consolidated Pro Forma EBITDA less the sum of capital distributions paid in cash (other than those made with respect to preferred stock issued under the Operating Agreement), Consolidated Unfunded Capital Expenditures (as defined in the credit facility), and net cash income taxes to the sum of cash interest expense, any dividends on the preferred stock paid in cash, and scheduled principal payments on funded indebtedness. Under our credit facility, the minimum debt service coverage ratio permitted is 1.35 to 1.0. As of December 31, 2022, we were in compliance with all financial covenants and other provisions of our debt agreements. Line of Credit with German Bank We maintain a line of credit with a German bank with a borrowing capacity of €7,000 for our NobelClad and DynaEnergetics operations in Europe. This line of credit is also used to issue bank guarantees to customers to secure advance payments made by them. As of December 31, 2022 and 2021, we had no outstanding borrowings under this line of credit and bank guarantees of €2,221 and €2,997, respectively, were secured by the line of credit. The line of credit bears interest at a EURIBOR-based variable rate which at December 31, 2022 was 6.76%. The line of credit has open-ended terms and can be canceled by the bank at any time. Debt Issuance Costs Included in "Long-term debt" are deferred debt issuance costs of $2,202 and $2,575 as of December 31, 2022 and 2021, respectively. Deferred debt issuance costs are being amortized over the remaining term of the credit facility, which expires on December 23, 2026. |
STOCKHOLDERS' EQUITY AND EMPLOY
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS | STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS Employee stock plans Our stock-based compensation expense results from restricted stock awards ("RSAs"), restricted stock units ("RSUs"), performance share units ("PSUs"), and stock issued under the Employee Stock Purchase Plan. The following table sets forth the total stock-based compensation expense included in the Consolidated Statements of Operations for the years ended December 31: 2022 2021 2020 Cost of products sold $ 506 $ 604 $ 652 General and administrative expenses 8,304 5,360 4,408 Selling and distribution expenses 1,248 610 615 Stock-based compensation expense 10,058 6,574 5,675 Income tax benefit (1,716) (1,342) (1,313) Stock-based compensation expense, net of income taxes 8,342 5,232 4,362 Earnings per share impact Basic $ 0.43 $ 0.30 $ 0.29 Diluted $ 0.43 $ 0.30 $ 0.29 On November 4, 2016, our stockholders approved the 2016 Omnibus Incentive Plan (“2016 Plan”). The 2016 Plan provides for the granting of various types of equity-based incentives, including stock options, RSAs, RSUs, stock appreciation rights, performance shares, performance units, other stock-based awards, and cash-based awards. Our stockholders approved a total of 5,000,000 shares available for grant under the 2016 Plan, less 1,639,881 of RSAs and RSUs previously granted under the 2006 Stock Incentive Plan ("2006 Plan") as of the 2006 Plan's expiration of September 21, 2016. As of the inception of the 2016 Plan on September 21, 2016, 3,360,119 shares were available for grant under the 2016 Plan. As of December 31, 2022, there are 1,979,627 shares available for future grant. RSAs and RSUs are granted to employees and non-employee directors based on time-vesting. For RSAs or RSUs granted to employees, vesting typically occurs in one-third increments on the first, second, and third anniversary of the grant date. For RSAs or RSUs granted to non-employee directors, vesting occurs on the first anniversary of the grant date. Each RSA represents a restricted share of common stock that has voting and dividend rights and becomes fully unrestricted upon vesting. Each RSU represents the right to receive one share of stock upon vesting. The fair value of RSAs and RSUs granted to employees and non-employee directors is based on the fair value of DMC’s stock on the grant date. RSAs and RSUs granted to employees and non-employee directors are amortized to compensation expense over the vesting period on a straight-line basis. Our policy is to recognize forfeitures of RSAs and RSUs as they occur. PSUs are granted to employees with vesting based on performance and market conditions. Each PSU represents the right to receive stock upon the achievement of certain conditions. A target number of PSUs is awarded on the grant date, and the recipient is eligible to earn shares of common stock between 0% and 200% of the number of targeted PSUs awarded. A portion of an employee's grant is based on actual performance against a target Adjusted EBITDA goal while the remainder is based on relative total shareholder return ("TSR") performance compared to our peer group disclosed in our Proxy Statement. For awards granted in 2020 through 2022, 25% of the grant was based on the achievement of targeted Adjusted EBITDA and 75% of the grant was based on the achievement of relative TSR performance. For PSUs granted prior to 2020, 50% of the grant was based on the achievement of target Adjusted EBITDA and 50% of the grant was based on the achievement of relative TSR performance. The PSUs earned, if any, cliff vest at the end of the third year following the year of grant based on the degree of satisfaction of the PSUs performance and market conditions. The fair value of PSUs with target Adjusted EBITDA performance conditions is based on the fair value of DMC’s stock on the grant date, and the value is amortized to compensation expense over the vesting period and is adjusted based on the estimated probable satisfaction of the performance condition at the end of each reporting period. The fair value of PSUs with TSR performance conditions is based on a third-party valuation simulating a range of possible TSR outcomes over the performance period, and the resulting fair value is amortized to compensation expense over the vesting period on a straight-line basis. Our policy is to recognize forfeitures of PSUs as they occur. In December 2022, we recorded a nonrecurring expense of $1,959 associated with the retirement of the former president of Arcadia. Expense recorded includes $859 of accelerated stock-based compensation, with the remainder representing cash compensation to be paid in the future in accordance with the terms of the executive's pre-existing employment agreement. A summary of the activity of our unvested RSAs issued under the 2016 Plan is as follows: 2016 Plan Shares Weighted Average Balance at December 31, 2020 249,565 $ 27.81 Granted 120,872 50.48 Vested (140,537) 26.96 Forfeited (250) 45.47 Balance at December 31, 2021 229,650 $ 40.26 Granted 196,955 26.43 Vested (151,828) 36.01 Forfeited (1,000) 29.77 Balance at December 31, 2022 273,777 $ 32.71 A summary of the activity of our unvested RSUs issued under the 2016 Plan is as follows: 2016 Plan Shares Weighted Average Balance at December 31, 2020 71,440 $ 31.65 Granted 12,989 67.78 Vested (32,131) 29.95 Forfeited — — Balance at December 31, 2021 52,298 $ 41.67 Granted 27,397 28.59 Vested (35,101) 34.29 Forfeited (73) 25.81 Balance at December 31, 2022 44,521 $ 39.47 A summary of the activity of our unvested PSUs issued under the 2016 Plan is as follows: Shares Weighted Average Balance at December 31, 2020 56,110 $ 57.63 Granted 44,861 59.65 Vested (40,000) 26.47 Balance at December 31, 2021 60,971 $ 79.56 Granted 84,165 31.45 Vested (404) 48.23 Balance at December 31, 2022 144,732 $ 51.67 As of December 31, 2022, total unrecognized stock-based compensation related to unvested awards was as follows: Unrecognized stock compensation Weighted-average recognition period Unvested RSAs $ 5,275 1.4 years Unvested RSUs $ 930 1.5 years Unvested PSUs $ 2,485 1.1 years Employee Stock Purchase Plan We have an Employee Stock Purchase Plan (“ESPP”) pursuant to which we are authorized to issue up to 850,000 shares of DMC common stock, of which 181,955 shares remain available for future purchase as of December 31, 2022. The offerings begin on the first day following each previous offering (“Offering Date”) and end six months from the Offering Date (“Purchase Date”). The ESPP provides that full time employees may authorize DMC to withhold up to 15% of their earnings, subject to certain limitations, to be used to purchase stock at the lesser of 85% of the fair market value of the stock on the Offering Date or the Purchase Date. In connection with the ESPP, 12,975, 12,120, and 18,462 shares of our stock were purchased during the years ended December 31, 2022, 2021, and 2020, respectively. Our total stock-based compensation expense for 2022, 2021, and 2020 includes $67, $121, and $133, respectively, in compensation expense associated with the ESPP. Equity Offering On May 3, 2021, the Company announced a registered public offering (“Offering”) of its stock under an automatic shelf registration statement on Form S-3ASR filed on May 3, 2021. The Company entered into an underwriting agreement with KeyBanc Capital Markets Inc. (“KeyBanc”), as representative of the underwriters (collectively, the “Underwriters”), pursuant to which the Company agreed to sell 2,500,000 shares of its $0.05 par value common stock to the Underwriters. In addition, the Underwriters were granted an option, exercisable within 30 days, to purchase up to an additional 375,000 shares of common stock to cover over-allotments, if any, on the same terms and conditions. On May 7, 2021, DMC issued a total of 2,875,000 shares of its common stock, which included the exercise of the over-allotment option, at a market price of $45 per share resulting in gross proceeds of $129,375. Net proceeds from the offering were $123,461, after deducting underwriter fees and other expenses of $5,914. The net proceeds from the offering were primarily used in the acquisition of Arcadia. Between the offering date and the acquisition date, we invested the proceeds from the offering in highly liquid marketable securities, including commercial paper and U.S. Treasury securities. At-the-Market Equity Program On October 22, 2020, the Company commenced an at-the-market ("ATM") equity program under a shelf registration statement filed on May 12, 2020, which allows it to sell and issue up to $75 million in shares of its common stock from time to time. The Company entered into an Equity Distribution Agreement on October 22, 2020 with KeyBanc relating to the issuance and sale of shares of common stock pursuant to the program. KeyBanc is not required to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between KeyBanc and us. KeyBanc is entitled to compensation for shares sold pursuant to the program in an amount up to 1.5% of the gross proceeds of any shares of common stock sold under the Equity Distribution Agreement. The Company may at any time suspend solicitation and offers under the Equity Distribution Agreement, and the Equity Distribution Agreement may be terminated by either KeyBanc or us at any time upon three days' written notice or automatically upon the issuance and sale of all shares subject to the ATM equity program. During the twelve months ended December 31, 2020, the Company sold 608,360 shares of common stock through its ATM program for gross proceeds of $26,132 at a weighted average price per share of $42.95. Net proceeds from such sales were $25,740, after deducting commissions paid to the sales agents of approximately $392. During the twelve months ended December 31, 2021, the Company sold 397,820 shares of common stock through its ATM equity program for gross proceeds of $25,647 at a weighted average price per share of $64.47. Net proceeds from such sales were $25,262, after deducting commissions paid to the sales agents of approximately $385. During the twelve months ended December 31, 2022, the Company did not sell any shares of common stock through its ATM equity program. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | EMPLOYEE BENEFIT PLANS 401(k) Plan We offer a contributory 401(k) plan to our U.S. employees, including Arcadia employees beginning in March 2022. We make matching contributions equal to 100% of each employee’s contribution up to 3% of qualified compensation and 50% of the next 2% of qualified compensation contributed by each employee. Total DMC contributions were $1,772, $1,057, and $1,069 for the years ended December 31, 2022, 2021 and 2020, respectively. Foreign Subsidiary Defined Benefit and Defined Contribution Plans We have defined benefit pension plans at certain foreign subsidiaries for which we have recorded an unfunded pension obligation of $1,352 and $2,018 as of December 31, 2022 and 2021, respectively, which is included in "Other long-term liabilities" in the Consolidated Balance Sheets. Annual adjustments to the obligation are based upon actuarial calculations and are recorded within "General and administrative expenses" in the Consolidated Statements of Operations. We recognized income of $536 and $222 for the years ended December 31, 2022 and 2021, respectively, and expense of $122 for the year ended December 31, 2020. During the fourth quarter of 2020, a new defined contribution pension plan went into effect for employees at certain foreign subsidiaries, which replaced the defined benefit plan. Under the new plan, pension benefits will be financed both through contributions by the Company and employees. The Company contributes between 1.5% and 4.5% of the employee's salary annually. During the years ended December 31, 2022, 2021 and 2020, the Company contributed $261, $282 and $323, respectively, to the defined contribution plan. Past contributions into the defined benefit plan were unchanged by the new defined contribution plan. Deferred Compensation Plan The Company maintains a Non-Qualified Deferred Compensation Plan (the “Plan”) as part of its overall compensation package for certain employees. Participants are eligible to defer a portion of their annual salary, their annual incentive bonus, and their equity awards through the Plan on a tax-deferred basis. Deferrals into the Plan are not matched or subsidized by the Company, nor are they eligible for above-market or preferential earnings. The Plan provides for deferred compensation obligations to be settled either by delivery of a fixed number of shares of DMC’s common stock or in cash, in accordance with participant contributions and elections. For deferred equity awards, subsequent to equity award vesting and after a period prescribed by the Plan, participants can elect to diversify contributions of equity awards into other investment options available to Plan participants. Once diversified, contributions of equity awards will be settled by delivery of cash. The Company has established a grantor trust commonly known as a “rabbi trust” and contributed certain assets to satisfy the future obligations to participants in the Plan. These assets are subject to potential claims of the Company’s general creditors. The assets held in the trust include unvested RSAs, vested company stock awards, company-owned life insurance (“COLI”) on certain employees, and money market and mutual funds. Unvested RSAs and common stock held by the trust are reflected in the Consolidated Balance Sheets within “Treasury stock, at cost, and company stock held for deferred compensation, at par” at the par value of the common stock or unvested RSAs. These accounts are not adjusted for subsequent changes in the fair value of the common stock. COLI is accounted for at the cash surrender value while money market and mutual funds held by the trust are accounted for at fair value. Deferred compensation obligations that will be settled in cash are accounted for on an accrual basis in accordance with the terms of the Plan. These obligations are adjusted based on changes in value of the underlying investment options chosen by Plan participants. Deferred compensation obligations that will be settled by delivery of a fixed number of previously vested shares of the Company’s common stock are reflected in the Consolidated Statements of Stockholders’ Equity within “Common stock” at the par value of the common stock or unvested RSAs. These accounts are not adjusted for subsequent changes in the fair value of the common stock. The balances related to the deferred compensation plan are as follows for the years ended December 31: Consolidated Balance Sheet location 2022 2021 Deferred compensation assets Other assets $ 13,566 $ 13,812 Deferred compensation obligations Other long-term liabilities $ 15,292 $ 15,944 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The domestic and foreign components of income (loss) before taxes for our operations consist of the following for the years ended December 31: 2022 2021 2020 Domestic $ (302) $ (9,970) $ (7,103) Foreign 23,511 7,416 5,143 Total income (loss) before income taxes $ 23,209 $ (2,554) $ (1,960) The components of the provision (benefit) for income taxes consist of the following for the years ended December 31: 2022 2021 2020 Current – Federal $ 2,288 $ (707) $ 162 Current – State 927 209 196 Current – Foreign 6,760 800 1,407 Current income tax expense 9,975 302 1,765 Deferred – Federal (1,024) (1,386) (1,997) Deferred – State (175) (996) 156 Deferred -– Foreign 600 536 (472) Deferred income tax benefit (599) (1,846) (2,313) Income tax provision (benefit) $ 9,376 $ (1,544) $ (548) Our deferred tax assets and liabilities consist of the following at December 31: 2022 2021 Deferred tax assets: Net operating loss carryforward $ 6,565 $ 7,388 Inventory differences 965 805 Equity compensation 1,850 1,661 Investment in joint venture 1,658 187 Restructuring 201 196 Purchased intangible assets and goodwill 527 759 Accrued employee compensation and benefits 4,144 4,113 Lease liabilities 2,880 2,795 Other, net 786 826 Gross deferred tax assets 19,576 18,730 Less valuation allowances (6,277) (6,640) Total deferred tax assets 13,299 12,090 Deferred tax liabilities: Depreciation and amortization (4,736) (4,466) Right-of-use assets (2,633) (2,551) Other, net (205) (345) Total deferred tax liabilities (7,574) (7,362) Net deferred tax assets $ 5,725 $ 4,728 As of December 31, 2022, we had loss carryforwards for tax purposes totaling approximately $42,854, comprised of $38,404 foreign and $4,450 domestic state loss carryforwards, which will be available to offset future taxable income in certain jurisdictions. The significant majority of foreign losses can be carried forward indefinitely, while all other losses generally have carryforward periods of 5 to 20 years, depending on jurisdiction. We have analyzed the net operating losses and established valuation allowances on those where we have determined the realization is not more likely than not to occur. We assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use existing deferred tax assets. Additionally, a three-year cumulative loss at a Consolidated Financial Statement level may be viewed as negative evidence impacting a jurisdiction that by itself is not in a three-year cumulative loss position. We continue to record valuation allowances against deferred tax assets where we do not believe sufficient future taxable income will be generated. Changes in our valuation allowance in 2022 are primarily attributable to changes in currency revaluation and movements in the underlying deferred tax assets. In 2021, we recorded a net decrease of $1,926 in our valuation allowance, primarily comprised of releases in the United States for state taxes and France due to a change in our estimates of future income in those jurisdictions, as well as remeasurement of our German valuation allowance due to a change in our German effective tax rate and currency revaluation. The amount of the deferred tax assets considered realizable can be adjusted in future periods if positive evidence such as current and expected future taxable income outweighs negative evidence. A reconciliation of our income tax provision computed by applying the Federal statutory income tax rate of 21% to income before taxes is as follows for the years ended December 31: 2022 2021 2020 Statutory U.S. federal income tax $ 4,874 $ (536) $ (412) Foreign rate differential 2,868 1,690 1,223 Permanent items 980 683 210 U.S. state income tax, net of federal benefit 569 (338) (24) (Income) loss attributable to noncontrolling interest (333) 170 — Equity compensation 202 (1,476) (715) Return to provision adjustments 134 (345) (565) Deemed repatriation of foreign earnings 64 — — German legal entity structuring — — 1,161 DynaEnergetics Siberia shut down — — 324 Research credits — — (115) Other (14) 11 10 Change in valuation allowances 32 (1,403) (1,645) Income tax provision (benefit) $ 9,376 $ (1,544) $ (548) DMC files income tax returns in the U.S. federal jurisdiction, as well as various U.S. state and foreign jurisdictions. The Company is not currently under examination in any jurisdiction. DMC’s U.S. federal tax returns are open for examination for the tax years 2018 onward. Most of DMC’s state tax returns remain open to examination for the tax years 2018 onward. DMC’s foreign tax returns generally remain open to examination for the tax years 2018 onward, depending on jurisdiction. At December 31, 2022 and 2021, the balance of unrecognized tax benefits was $2,106 and zero, respectively. Included in the balance of unrecognized tax benefits as of December 31, 2022 are $1,835 of tax benefits that, if recognized, would affect the effective tax rate. We recognize interest and penalties related to uncertain tax positions in operating expense. As of December 31, 2022 and 2021, our accrual for interest and penalties related to uncertain tax positions was zero. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 Unrecognized tax benefits, December 31, 2021 $ — Additions based on tax positions related to the current year 2,106 Additions for tax positions of prior years — Reductions for tax positions of prior years — Settlements — Unrecognized tax benefits, December 31, 2022 $ 2,106 The Tax Cuts and Jobs Act (“TCJA”), enacted in December 2017, provides that foreign earnings generally can be repatriated to the U.S. without federal tax consequence. We have reassessed the assertion that cumulative earnings by our foreign subsidiaries are indefinitely reinvested. We continue to permanently reinvest the earnings of our international subsidiaries and therefore we do not provide for U.S. income taxes or withholding taxes that could result from the distribution of those earnings to the U.S. parent. If any such earnings were ultimately distributed to the U.S. in the form of dividends or otherwise, or if the shares of our international subsidiaries were sold or transferred, we could be subject to additional U.S. federal and state income taxes. Due to the multiple avenues in which earnings can be repatriated, and because a large portion of these earnings are not liquid, it is not practical to estimate the amount of additional taxes that might be payable on these amounts of undistributed foreign income. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Our business is organized into three segments: Arcadia, DynaEnergetics, and NobelClad. In December 2021, DMC acquired a 60% controlling interest in Arcadia. Arcadia supplies architectural building products, including exterior and interior framing systems, curtain walls, windows, doors, and interior partitions to the commercial construction market; it also supplies customized windows and doors to the high-end residential construction market. DynaEnergetics designs, manufactures and distributes highly engineered products utilized by the global oil and gas industry principally for the perforation of oil and gas wells. NobelClad is a leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment, as well as specialized transition joints for use in construction of commuter rail cars, ships, and LNG processing equipment. The accounting policies of our segments are the same as those described in Note 2 "Significant Accounting Policies". Our reportable segments are separately managed, strategic business units that offer different products and services, and each segment has separate financial information available that is evaluated regularly by the Chief Operating Decision Maker ("CODM") in allocating resources and assessing performance. Each segment’s products are marketed to different customer types and require different manufacturing processes and technologies. Segment information is as follows as of and for the years ended December 31: 2022 2021 2020 Net sales: Arcadia $ 299,527 $ — $ — DynaEnergetics 264,327 175,356 146,395 NobelClad 90,232 84,759 82,766 Net sales $ 654,086 $ 260,115 $ 229,161 2022 2021 2020 Income (loss) before income taxes: Arcadia $ 3,962 $ (2,020) $ — DynaEnergetics 39,055 8,235 6,150 NobelClad 7,989 9,783 6,886 Segment operating income 51,006 15,998 13,036 Unallocated corporate expenses (13,164) (11,826) (8,357) Unallocated stock-based compensation * (7,852) (6,574) (5,675) Other (expense) income, net (594) 152 (233) Interest expense, net (6,187) (304) (731) Income (loss) before income taxes $ 23,209 $ (2,554) $ (1,960) * Stock-based compensation is not allocated to wholly owned segments, DynaEnergetics and NobelClad. Stock-based compensation is allocated to the Arcadia segment as 60% of such expense is attributable to the Company, whereas the remaining 40% is attributable to the redeemable noncontrolling interest holder. 2022 2021 2020 Depreciation and Amortization: Arcadia $ 39,222 $ 415 $ — DynaEnergetics 7,877 8,126 7,263 NobelClad 3,730 3,807 3,504 Segment depreciation and amortization 50,829 12,348 10,767 Corporate and other 378 346 314 Consolidated depreciation and amortization $ 51,207 $ 12,694 $ 11,081 2022 2021 2020 Acquisition of property, plant and equipment Arcadia $ 7,168 $ 42 $ — DynaEnergetics 5,660 5,455 11,741 NobelClad 5,298 2,730 1,975 Segment acquisition of property, plant and equipment 18,126 8,227 13,716 Corporate and other 458 432 137 Consolidated acquisition of property, plant and equipment $ 18,584 $ 8,659 $ 13,853 2022 2021 Assets: Arcadia $ 498,257 $ 501,166 DynaEnergetics 183,991 156,593 NobelClad 54,528 53,467 Segment assets 736,776 711,226 Cash and cash equivalents 25,144 30,810 Prepaid expenses and other assets 106,101 111,606 Deferred tax assets 7,633 6,930 Corporate property, plant and equipment 3,324 3,840 Consolidated assets $ 878,978 $ 864,412 The geographic location of our property, plant and equipment, net of accumulated depreciation, is as follows at December 31: 2022 2021 United States $ 102,804 $ 94,209 Germany 26,479 27,680 Canada 84 101 France 71 75 Rest of the world 7 13 Total $ 129,445 $ 122,078 The disaggregation of revenue earned from contracts with customers based on the geographic location of the customer is as follows. For Arcadia, net sales have been presented consistent with United States regional definitions as provided by the American Institute of Architects. For DynaEnergetics and NobelClad, all net sales are from products shipped from our manufacturing facilities and distribution centers located in the United States, Germany, and Canada. The following represents our net sales based on the geographic location of the customer for years ended December 31: Arcadia 2022 West $ 235,705 South 37,061 Northeast 14,103 Midwest 12,658 Total Arcadia $ 299,527 DynaEnergetics 2022 2021 2020 United States $ 211,025 $ 136,053 $ 110,903 Canada 17,156 12,149 3,830 Egypt 5,780 3,244 3,413 India 5,133 1,154 5,814 Turkey 4,602 3,153 2,887 Iraq 3,574 72 3,287 Oman 3,188 2,830 2,551 Indonesia 2,022 1,131 1,832 Kuwait 1,801 1,559 1,716 United Arab Emirates 1,525 230 840 Algeria 1,305 976 1,068 Hong Kong 1,158 1,731 435 Romania 851 776 425 Pakistan 843 543 876 Norway 545 1,219 368 Germany 521 774 605 Ukraine — 3,742 1,591 Rest of the world (1) 3,298 4,020 3,954 Total DynaEnergetics $ 264,327 $ 175,356 $ 146,395 (1) Rest of the world does not include any individual country comprising sales greater than 1% of total DynaEnergetics revenue. NobelClad 2022 2021 2020 United States $ 38,818 $ 37,283 $ 38,311 Canada 9,610 4,779 6,597 Germany 4,630 2,496 5,100 China 3,902 10,365 5,389 Sweden 3,743 1,205 1,569 United Arab Emirates 3,582 3,613 4,008 South Korea 3,242 2,144 1,972 India 3,116 1,908 1,421 Saudi Arabia 2,212 328 481 Netherlands 2,094 1,984 1,765 France 2,057 2,197 2,895 South Africa 1,970 886 870 Australia 1,799 1,301 1,519 Italy 1,766 1,422 1,220 Norway 1,309 992 2,215 Brazil 1,228 — 276 Belgium 603 2,547 1,213 Spain 449 473 2,670 Taiwan 431 415 588 Argentina 230 405 298 Russia (1) 191 4,057 — Singapore 60 1,009 207 Rest of the world (2) 3,190 2,950 2,182 Total NobelClad $ 90,232 $ 84,759 $ 82,766 (1) Future sales to Russia have been suspended indefinitely due to the ongoing conflict in Ukraine. (2) Rest of the world does not include any individual country comprising sales greater than 1% of total NobelClad revenue. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS We are exposed to foreign currency exchange risk resulting from fluctuations in exchange rates, primarily the U.S. dollar to the euro, the U.S. dollar to the Canadian dollar and, to a lesser extent, other currencies, arising from intercompany and third-party transactions entered into by our subsidiaries that are denominated in currencies other than their functional currency. Changes in exchange rates with respect to these transactions result in unrealized gains or losses if such transactions are unsettled at the end of the reporting period or realized gains or losses at settlement of the transaction. We use foreign currency forward contracts to offset foreign exchange rate fluctuations on foreign currency denominated asset and liability positions. None of these contracts are designated as accounting hedges, and all changes in the fair value of the forward contracts are recognized in "Other (expense) income, net" within our Consolidated Statements of Operations. We execute derivatives with a specialized foreign exchange brokerage firm as well as other large financial institutions. The primary credit risk inherent in derivative agreements is the possibility that a loss may occur from the nonperformance of a counterparty to the agreements. We perform a review of the credit risk of our counterparties at the inception of the contract and on an ongoing basis. We anticipate that our counterparties will be able to fully satisfy their obligations under the agreements but will take action if doubt arises regarding the counterparties’ ability to perform. As of December 31, 2022 and 2021, the notional amounts of the forward currency contracts the Company held were $21,907 and $13,032, respectively. At December 31, 2022 and 2021, the fair values of outstanding foreign currency forward contracts were $0. The following table presents the location and amount of net gains (losses) from hedging activities, which offset foreign currency gains and losses recorded in the normal course of business that are not presented below, for the years ended December 31: Derivative type Income Statement Location 2022 2021 2020 Foreign currency contracts Other (expense) income, net $ 352 $ (271) $ (1,058) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
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. Legal Proceedings From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results except as set forth below: Wage and Hour Matters Felipe v. Arcadia, Inc. and One Stop Employment Services, Inc. (“One Stop”). This complaint was filed on October 22, 2021 in Los Angeles Superior Court and purports to allege a class action on behalf of all non-exempt California employees who worked on behalf of One Stop or Arcadia at any time during the four years preceding the date of the complaint. One Stop is a staffing agency which provides temporary workers, including to Arcadia. The complaint states claims under California’s labor laws and under its general Unfair Business Practices Act, California Business & Professions Code section 17200. The plaintiff has subsequently dismissed the class action claims without prejudice, acknowledging that Arcadia’s arbitration agreement likely bars such class claims. The plaintiff also filed a separate action under California’s Private Attorneys General Act (“PAGA”) alleging essentially the same wage and hour violations. This action included other Arcadia employees. In Viking River Cruises, Inc. versus Moriana , the U.S. Supreme Court concluded that arbitration agreements may bar representative PAGA claims. However, Viking River left open certain state law issues, which the California Supreme Court has agreed to address. Currently, Felipe’s PAGA representative claims are stayed, and will likely remain stayed until a California Supreme Court ruling. The plaintiff has however commenced arbitration on individual claims, though no dates have yet been set in that arbitration. Mayorga v. Arcadia, Inc. This complaint was filed on November 15, 2021 in Los Angeles Superior Court. It purported to allege a class action on behalf of all of the Company’s non-exempt California employees who worked at the Company within four years before the date the complaint was filed. It asserts claims substantially similar to those asserted in the Felipe case but does not include One Stop as a defendant. The plaintiff amended his complaint to delete class action claims and any individual non-PAGA claims. Accordingly, plaintiff’s complaint is now limited to PAGA collective action claims. As in Felipe , those PAGA representative claims are currently stayed and will likely remain stayed until the California Supreme Court addresses the state law issues left open by the U.S. Supreme Court’s decision in Viking River Cruises, Inc. versus Moriana . The plaintiff has however commenced arbitration on a solely individual basis of his wage and hour claims. The arbitral body has appointed an arbitrator to adjudicate those claims and a hearing has been set for 2024. The remaining Mayorga PAGA representative claims have now been assigned to the same judge as the Felipe case. We have agreed to mediate the Felipe claims in May 2023, and in any settlement arising out of this process, we would intend to resolve the claims in both Mayorga and Felipe to the extent asserted on behalf of other employees. Arcadia intends to vigorously defend against the Felipe and Mayorga actions. Due to the nature of these matters and inherent uncertainties, it is not possible to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount or range of potential loss, if any. Further, under the Equity Purchase Agreement, certain amounts have been placed in escrow pending resolution of these matters. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn January 15, 2023, our former President and Chief Executive Officer ("CEO") stepped down. The Company and former CEO have entered into a separation agreement pursuant to which, among other things, the former CEO will receive, subject to the terms and conditions of the agreement, certain severance benefits consistent with his pre-existing employment agreement with the Company. These severance benefits include up to 18 months of salary, a lump sum bonus cash payment, and accelerated vesting of outstanding equity awards. The Company will evaluate the financial statement impacts of this matter during the first quarter of 2023. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company's consolidated financial statements ("Consolidated Financial Statements") include the accounts of DMC and its controlled subsidiaries. Only subsidiaries in which controlling interests are maintained are consolidated. All intercompany accounts, profits, and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Business Combinations | Business Combination The results of a business acquired in a business combination are included in the Company’s financial statements from the date of acquisition. Acquisition-related transaction costs are expensed in the period in which the costs are incurred. The Company allocates purchase price to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to make significant judgments and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates and selection of comparable companies. |
Foreign Operations and Foreign Exchange Rate Risk | Foreign Operations and Foreign Exchange Rate Risk The functional currency of our foreign operations is the applicable local currency for each affiliate company. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated at exchange rates in effect |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the Consolidated Financial Statements, we consider highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Marketable Securities | Marketable Securities In periods where we hold excess cash and cash equivalents, we invest in highly rated securities, with the primary objectives of preserving principal, providing access to liquidity to fund the ongoing operations and strategic needs of the Company and its subsidiaries, and achieving a yield that is commensurate with low risk and highly liquid securities. The Company’s investment policy generally limits the amount of credit exposure to any one issuer. During the year ended December 31, 2022, we did not hold marketable securities. During the year ended December 31, 2021, we held investments in U.S. Treasuries as well as A-1 or P-1 rated commercial paper. Our marketable securities were converted to cash and used in part to fund the acquisition of Arcadia; refer to Note 3 “Business Combination” for additional discussion of the Arcadia acquisition. The Company’s investments in U.S. Treasury securities are measured at fair value with gains and losses recognized in the Consolidated Statement of Operations within “Other (expense) income, net." |
Accounts Receivable | Accounts Receivable The Company measures expected credit losses for its accounts receivable using a current expected credit loss model, which is based on historical experience, adjusted for current conditions and reasonable and supportable forecasts. The Company has disaggregated pools of accounts receivable balances by business, geography and/or customer risk profile and has used history and other experience to establish an allowance for credit losses at the time the receivable is recognized. To measure expected credit losses, we have elected to pool trade receivables by segment and analyze Arcadia, DynaEnergetics and NobelClad accounts receivable balances as separate populations. Within each segment, receivables exhibit similar risk characteristics. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost, except for assets acquired in acquisitions which are recorded at fair value. Additions and improvements are capitalized. Maintenance and repairs are charged to operations as costs are incurred. Depreciation is computed using the straight-line method over the estimated useful life of the related asset (except leasehold improvements which are depreciated over the shorter of their estimated useful life or the lease term) as follows: Buildings and improvements 15-40 years Manufacturing equipment and tooling 3-15 years Furniture, fixtures, and computer equipment 3-10 years Other 3-10 years |
Asset Impairments | Asset Impairments |
Goodwill | Goodwill Goodwill represents the amount by which the purchase price exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a business combination. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually during the fourth quarter or whenever events or changes in circumstances indicate that the carrying value might not be fully recoverable. For goodwill, impairment is assessed at the reporting unit level. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management. The Company's reporting units are each of the three operating segments: Arcadia, DynaEnergetics, and NobelClad. To test goodwill for impairment, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. For the qualitative assessment, we consider macroeconomic and market conditions, cost factors, financial performance and other relevant entity-specific events. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying value during the qualitative assessment, we quantitatively estimate the fair value of the reporting unit and compare the estimated fair value to its carrying value. Based on the results of the quantitative assessment, if the carrying value exceeds the fair value of the reporting unit, an impairment loss is recognized for the difference. The assumptions used in a quantitative assessment require significant judgment, which include assumptions about future economic conditions and company-specific conditions and plans. In a quantitative assessment, a company estimates the fair value of a reporting unit by using the income approach, specifically a discounted cash flow analysis. A number of assumptions and estimates are required in performing the discounted cash flow analysis, including forecasts of revenues, costs of revenues, operating expenses, capital expenditures, discount rates, working capital changes, and terminal growth rates. |
Contract Liabilities | Contract Liabilities |
Revenue Recognition | Revenue Recognition The Company’s revenues are primarily derived from consideration paid by customers for tangible goods. The Company analyzes its different products by segment to determine the appropriate basis for revenue recognition. Revenue is not generated from sources other than contracts with customers and revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. There are no material upfront costs for operations that are incurred from contracts with customers. Our rights to payments for goods transferred to customers within our DynaEnergetics and NobelClad business segments arise when control is transferred at a point in time and not on any other criteria. Our rights to payments for goods transferred to customers within our Arcadia business segment also generally arise when control is transferred at a point in time; however, at times, control of certain customized, project-based products passes to the customer over time. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 90 days across all of our segments. In instances when we require customers to make advance payments prior to the shipment of their orders, we record a contract liability. We have determined that our contract liabilities do not include a significant financing component given the short duration between order initiation and order fulfillment within each of our segments. Refer to Note 11 “Business Segments” for disaggregated revenue disclosures. Arcadia Customers agree to terms and conditions at the time of initiating an order. A significant portion of transactions contain standard architectural building materials that are not made-to-order, which include standard storefronts and entrances, windows, curtain walls, doors and interior partitions. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. Arcadia is entitled to each product’s transaction price upon the customer obtaining control of the item. For standard architectural building materials that are not made-to-order, such control transfers at a point in time, which is generally when the product has been shipped to the customer and the legal title has been transferred. Upon shipment and title transfer, Arcadia has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. Payment discounts, rebates, refunds, or any other forms of variable consideration are typically not granted to Arcadia customers. For contracts that contain only one performance obligation, the total transaction price is allocated to the sole performance obligation. For contracts which contain multiple distinct performance obligations, judgment is required to determine the standalone selling price (“SSP”) for each performance obligation. However, such judgment is largely mitigated given that standard architectural building materials purchased are generally shipped at the same time. In instances where products purchased are not shipped at the same time, Arcadia uses the contractually stated price to determine SSP as each performance obligation's price has been approved by the customer and approximates the price sold separately. At times, Arcadia will also contract with customers to supply customized architectural building materials based on design specifications, measurements, finishes, framing materials, and other options selected by the customer at the time an order is initiated. For these contracts, which are significantly less frequent in both volume and financial statement magnitude, Arcadia has an enforceable right to payment from its customers at the time an order is received and accepted for all manufacturing efforts expended on behalf of its customers. Due to the customized nature of these products, the Company has concluded that the substantial portion of the related goods produced have no alternative use, and therefore control of these products passes to the customer over time. We have concluded that recognizing revenue utilizing an over-time output method based upon units delivered reasonably depicts the fulfillment of our performance obligations under our contracts and the value received by the customer based upon our performance to date. This conclusion is further supported by the frequency of shipments in fulfilling these contracts. We have elected not to disclose our unsatisfied performance obligations as of December 31, 2022 under the short-term contract exemption as we expect such performance obligations will be satisfied within the next 12 months following the end of the reporting period. Billings for customized architectural building materials occur at times upon delivery, but also can occur via pre-established billing schedules agreed upon at the commencement of the contract. Therefore, we frequently generate contract liabilities in instances when we have billed the customer in excess of revenue recognized for units delivered. DynaEnergetics Customers agree to terms and conditions at the time of initiating an order. Transactions contain standard products, which may include perforating system components, such as detonating cord, or systems and associated hardware, including Factory-Assembled, Performance-Assured TM DynaStage ® perforating systems. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. However, judgment is significantly mitigated given that products purchased are generally shipped at the same time. The transaction price is readily determinable and fixed at the time the transaction is entered into with the customer. DynaEnergetics is entitled to each product’s transaction price upon the customer obtaining control of the item. Such control occurs as of a point in time, which is generally based upon relevant International Commercial Terms (“Incoterms") as it relates to product ownership and legal title being transferred. Upon fulfillment of applicable Incoterms, DynaEnergetics has performed its contractual requirements such that it has a present right to payment, and the customer from that point forward bears all risks and rewards of ownership. In addition, at this date, the customer has the ability to direct the use of, or restrict access to, the asset. No payment discounts, rebates, refunds, or any other forms of variable consideration are included within contracts. DynaEnergetics also does not provide service-type warranties either via written agreement or customary business practice, nor does it allow customer returns without its prior approval. NobelClad Customers agree to terms and conditions at the time of initiating an order. The significant majority of transactions contain a single performance obligation - the delivery of a clad metal product. In instances where multiple products are included within an order, each product represents a separate performance obligation given that: (1) the customer can benefit from each product on a standalone basis and (2) each product is distinct within the context of the contract. However, judgment is significantly mitigated given that products purchased are generally shipped at the same time. |
Research and Development | Research and DevelopmentResearch and development costs include expenses associated with developing new products and processes as well as improvements to current manufacturing processes. |
Income Taxes | Income Taxes 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, that 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 to be realized upon ultimate resolution. We recognize interest and penalties related to uncertain tax positions in operating expense. |
Earnings Per Share | Earnings Per Share In periods with net income, the Company computes earnings per share (“EPS”) using a two-class method, which is an earnings allocation formula that determines EPS for (i) each class of common stock (the Company has a single class of common stock), and (ii) participating securities according to dividends declared and participation rights in undistributed earnings. Restricted stock awards are considered participating securities in periods of net income as they receive non-forfeitable rights to dividends as common stock. For the year ended December 31, 2022, we were in a net income position, and all potential dilutive shares were included in the determination of diluted EPS. Given we were in a net loss position for the years ended December 31, 2021 and 2020, all potentially dilutive shares were anti-dilutive and were therefore excluded from the determination of diluted EPS. Basic EPS is calculated by dividing net income (loss) attributable to the Company's stockholders after adjustment of redeemable noncontrolling interest by the weighted‑average number of common shares outstanding during the period. Net income (loss) available to common shareholders of the Company includes any adjustment to the redeemable noncontrolling interest value as of the end of the period presented. Refer to Note 3 "Business Combination" for further discussion of the calculation of the adjustment of the redeemable noncontrolling interest. Diluted EPS adjusts basic EPS for the effects of restricted stock awards, restricted stock units, performance share units and other potentially dilutive financial instruments (dilutive securities), only in the periods in which such effect is dilutive. The effect of the dilutive securities is reflected in diluted EPS by application of the more dilutive of (1) the treasury stock method or (2) the two-class method. For the applicable period presented, diluted EPS using the two-class method was more dilutive than the treasury stock method; as such, only the two-class method has been included below. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows: • Level 1 — Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date. • Level 2 — Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data. • Level 3 — Inputs to the valuation that are unobservable inputs for the asset or liability. The highest priority is assigned to Level 1 inputs and the lowest priority to Level 3 inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their fair value. The carrying value of our revolving loans and term loan under our credit facility, when outstanding, also approximate their fair value because of the variable interest rate associated with those instruments, which reset each month at market interest rates. All of these items are considered Level 1 assets and liabilities. |
Concentration of Credit Risk and Off Balance Sheet Arrangements | Concentration of Credit Risk and Off Balance Sheet Arrangements |
Other Cumulative Comprehensive Loss | Other Cumulative Comprehensive Loss |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We have considered all recent accounting pronouncements issued, but not yet effective, and we do not expect any to have a material effect on the Company’s Consolidated Financial Statements. |
Inventories | Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Significant cost elements included in inventory are material, labor, freight, subcontract costs, and manufacturing overhead. As necessary, we write down inventory to its net realizable value by recording provisions for excess, slow moving and obsolete inventory. 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. |
Purchased Intangible Assets | Our purchased intangible assets include finite-lived core technology, customer backlog, customer relationships, and trademarks/trade names. Finite-lived intangible assets are amortized over the estimated useful life of the related assets. Customer relationships are amortized using an accelerated amortization method. The remaining weighted average amortization period of all purchased intangible assets is approximately 14 years in total. |
Leases | The Company leases real properties for use in manufacturing and as administrative and sales offices, and leases automobiles and office equipment. The Company determines if a contract contains a lease arrangement at the inception of the contract. For leases in which the Company is the lessee, leases are classified as either finance or operating. Right-of-use (“ROU”) assets are initially measured at the present value of lease payments over the lease term plus initial direct costs, if any. If a lease does not provide a discount rate and the implicit rate cannot be readily determined, an incremental borrowing rate is used to determine the present value of future lease payments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term within the Consolidated Statement of Operations. Lease and non-lease components within the Company’s lease agreements are accounted for together. Variable lease payments are recognized in the period in which the obligation is incurred. The Company has no leases in which the Company is the lessor. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses on Receivables | The following table summarizes activity in the allowance for credit losses on receivables from customers in each of our business segments: Arcadia DynaEnergetics NobelClad DMC Global Inc. Allowance for doubtful accounts, December 31, 2021 $ — $ 2,758 $ 15 $ 2,773 Current period provision for expected credit losses 797 169 62 1,028 Write-offs charged against the allowance (321) (2,245) — (2,566) Recoveries of amounts previously reserved (232) (76) — (308) Impacts of foreign currency exchange rates and other — (3) 1 (2) Allowance for doubtful accounts, December 31, 2022 $ 244 $ 603 $ 78 $ 925 |
Schedule of Property, Plant and Equipment | Depreciation is computed using the straight-line method over the estimated useful life of the related asset (except leasehold improvements which are depreciated over the shorter of their estimated useful life or the lease term) as follows: Buildings and improvements 15-40 years Manufacturing equipment and tooling 3-15 years Furniture, fixtures, and computer equipment 3-10 years Other 3-10 years Gross property, plant and equipment consisted of the following at December 31: 2022 2021 Land $ 4,215 $ 5,725 Buildings and improvements 63,184 58,536 Manufacturing equipment and tooling 85,477 79,855 Furniture, fixtures and computer equipment 24,800 18,910 Other 15,775 14,926 Construction in process 17,826 13,070 Total gross property, plant and equipment $ 211,277 $ 191,022 |
Schedule of Contract with Customer, Contract Liabilities | Contract liabilities were as follows at December 31: 2022 2021 Arcadia $ 27,634 $ 14,697 DynaEnergetics 785 474 NobelClad 3,661 5,881 Total $ 32,080 $ 21,052 |
Schedule of Computation and Reconciliation of Earnings Per Common Share | EPS was calculated as follows for the years ended December 31: 2022 2021 2020 Net income (loss) attributable to DMC Global Inc. stockholders, as reported $ 12,247 $ (202) $ (1,412) Adjustment of redeemable noncontrolling interest 1,937 (4,424) — Less: Undistributed net income available to participating securities (198) — — Numerator for basic net income (loss) per share: 13,986 (4,626) (1,412) Add: Undistributed net income allocated to participating securities 198 — — Less: Undistributed net income reallocated to participating securities (198) — — Numerator for diluted net income (loss) per share: 13,986 (4,626) (1,412) Denominator: Weighted average shares outstanding for basic net income (loss) per share 19,360,677 17,610,711 14,790,296 Effect of dilutive securities (1) 8,488 — — Weighted average shares outstanding for diluted net income (loss) per share 19,369,165 17,610,711 14,790,296 Net income (loss) per share attributable to DMC Global Inc. stockholders: Basic $ 0.72 $ (0.26) $ (0.10) Diluted $ 0.72 $ (0.26) $ (0.10) (1) For the year ended December 31, 2022, 93,060 shares were excluded as their effect would have been anti-dilutive. |
Schedule of Restructuring and Impairment Charges | Total restructuring charges incurred are as follows and were reported in the "Restructuring expenses, net and asset impairments" line item in our Consolidated Statements of Operations for the year ended December 31, 2020: 2020 Severance Asset Impairment Contract Termination Costs Equipment Moving Costs Other Exit Costs Total DynaEnergetics $ 936 $ 1,181 $ 19 $ 126 $ 660 $ 2,922 NobelClad 140 180 — — 26 346 Corporate 119 — — — — 119 Total $ 1,195 $ 1,361 $ 19 $ 126 $ 686 $ 3,387 |
Schedule of Changes to the Restructuring Liability | Current year changes to the restructuring liability within accrued expenses are summarized below. The remaining liability is primarily related to previously accrued severance associated with NobelClad restructuring activities that occurred in 2019. December 31, 2021 Expense Payments Currency and Other Adjustments December 31, 2022 Severance $ 829 $ 147 $ (29) $ (51) $ 896 Other exit costs — 35 (21) — 14 Total $ 829 $ 182 $ (50) $ (51) $ 910 |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table sets forth the preliminary and final components of the fair value of total consideration transferred and net assets acquired. Measurement period adjustments were recognized in the period in which the adjustments were determined and calculated as if the accounting had been completed as of the acquisition date. Preliminary Measurement Period Adjustments Final December 23, 2021 December 31, 2022 Cash, including cash acquired (1) $ 268,654 $ 2,034 $ 270,688 Equity 21,716 — 21,716 Future contractual consideration to be paid (2) — 1,110 1,110 Total fair value of consideration transferred 290,370 3,144 293,514 Assets acquired: Cash and cash equivalents $ 7,654 $ — $ 7,654 Accounts receivable 31,456 — 31,456 Inventories 60,503 — 60,503 Prepaid expenses and other 2,438 (187) 2,251 Property, plant and equipment (3) 17,323 4,770 22,093 Goodwill (4) 141,266 459 141,725 Intangible assets (5) 254,500 — 254,500 Other long-term assets (6) 122 41,858 41,980 Total assets acquired 515,262 46,900 562,162 Liabilities assumed: Accounts payable 8,792 — 8,792 Other current liabilities (6) 22,520 4,785 27,305 Other long-term liabilities (6) — 36,876 36,876 Total liabilities assumed 31,312 41,661 72,973 Redeemable noncontrolling interest (7) 193,580 2,095 195,675 Total assets acquired and liabilities assumed $ 290,370 $ 3,144 $ 293,514 (1) Cash sources of funding included $150,000 in new term loan debt and $118,654 of cash and marketable securities on hand. During the year ended December 31, 2022, working capital estimates at the time of acquisition were finalized. In April 2022, $640 was returned to the Company from the funds previously placed into escrow. In August 2022, the Company paid the prior shareholders of Arcadia $2,674 in additional consideration to compensate for certain tax impacts of the transaction, as provided in the Equity Purchase Agreement. (2) Represents additional cash consideration to be paid over a three-year time period from the date of acquisition to certain prior shareholders. (3) Property, plant and equipment primarily consists of the following: Land $ 1,500 Buildings and improvements 6,451 Manufacturing equipment and tooling 12,634 Furniture, fixtures, and computer equipment 211 Other 1,297 Total property, plant and equipment $ 22,093 The useful lives of property, plant and equipment are consistent with the Company's accounting policies. (4) Amounts recorded for goodwill resulting in a tax basis step-up are generally expected to be deductible for tax purposes. Tax deductible goodwill is estimated to be $82,847. (5) Intangible assets consist of $210,500 of customer relationships, $22,000 of trade name, and $22,000 of customer backlog after measurement period adjustments. During the year ended December 31, 2022, the Company reclassified $500 from customer relationships to customer backlog due to changes in purchase price allocation estimates. A useful life of 15 years was assigned to both customer relationships and trade name, while a useful life of 7 months was assigned to customer backlog, and as such, customer backlog was fully amortized as of December 31, 2022. (6) The measurement period adjustments within "Other long-term assets", "Other current liabilities", and "Other long-term liabilities" primarily relate to $41,219 of right-of-use assets, $4,343 of current lease liabilities, and $36,876 of long-term lease liabilities, respectively. These balances were recorded within the Consolidated Balance Sheet as of December 31, 2021; however, they were excluded from the preliminary purchase price footnote given their immaterial impact on total net assets acquired. |
Schedule of Pro Forma Information | The following unaudited pro forma combined financial information presents combined results of the Company and Arcadia as if the acquisition of Arcadia had occurred at the beginning of fiscal year 2020: Year Ended December 31, 2021 2020 Net sales $ 500,460 $ 475,125 Net income attributable to DMC Global Inc. stockholders $ 17,541 $ 8,324 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | Inventories consisted of the following as of December 31, 2022: Arcadia DynaEnergetics NobelClad DMC Global Inc. Raw materials $ 11,099 $ 23,701 $ 8,926 $ 43,726 Work-in-process 11,468 21,198 7,587 40,253 Finished goods 55,074 16,802 456 72,332 Supplies — — 279 279 Total inventories $ 77,641 $ 61,701 $ 17,248 $ 156,590 Inventories consisted of the following as of December 31, 2021: Arcadia DynaEnergetics NobelClad DMC Global Inc. Raw materials $ 12,168 $ 15,209 $ 7,655 $ 35,032 Work-in-process 3,987 13,672 10,257 27,916 Finished goods 44,348 14,998 1,651 60,997 Supplies — — 269 269 Total inventories $ 60,503 $ 43,879 $ 19,832 $ 124,214 |
PURCHASED INTANGIBLE ASSETS (Ta
PURCHASED INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Purchased Intangible Assets, Other Than Goodwill | The remaining weighted average amortization periods of the purchased intangible assets by asset category are as follows: Core technology 2 years Customer relationships 14 years Trademarks / Trade names 14 years Our purchased intangible assets consisted of the following as of December 31, 2022: Gross Accumulated Net Core technology $ 14,063 $ (14,031) $ 32 Customer backlog 22,000 (22,000) — Customer relationships 244,650 (47,254) 197,396 Trademarks / Trade names 23,914 (3,417) 20,497 Total intangible assets $ 304,627 $ (86,702) $ 217,925 Our purchased intangible assets consisted of the following as of December 31, 2021: Gross Accumulated Net Core technology $ 15,647 $ (14,209) $ 1,438 Customer backlog 21,500 — 21,500 Customer relationships 246,718 $ (36,047) 210,671 Trademarks / Trade names 24,037 $ (2,070) 21,967 Total intangible assets $ 307,902 $ (52,326) $ 255,576 |
Schedule of Expected Future Amortization of Intangible Assets | Expected future amortization of purchased intangible assets is as follows: For the years ended December 31: 2023 $ 22,666 2024 21,155 2025 19,053 2026 17,426 2027 15,806 Thereafter 121,819 $ 217,925 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | Nearly all of the Company’s leasing arrangements are classified as operating leases. ROU asset and lease liability balances were as follows for the periods presented: December 31, 2022 December 31, 2021 ROU asset $ 48,470 $ 52,219 Current lease liability 7,041 6,126 Long-term lease liability 43,001 47,000 Total lease liability $ 50,042 $ 53,126 |
Schedule of Lease Cost | The following table summarizes the weighted average lease terms and discount rates for operating lease liabilities: December 31, 2022 December 31, 2021 Weighted average remaining lease term 7.9 years 9.0 years Weighted average discount rate 4.3 % 4.4 % |
Schedule of Maturities of Operating Lease Liabilities | The following table represents maturities of operating lease liabilities as of December 31, 2022: Due within 1 year $ 7,041 Due after 1 year through 2 years 8,548 Due after 2 years through 3 years 8,431 Due after 3 years through 4 years 7,264 Due after 4 years through 5 years 6,690 Thereafter 21,481 Total future minimum lease payments 59,455 Less imputed interest (9,413) Total $ 50,042 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Lines of Credit | Outstanding borrowings consisted of the following at December 31: 2022 2021 Syndicated credit agreement: U.S. Dollar revolving loan $ — $ — Term loan 135,000 150,000 Commerzbank line of credit — — Outstanding borrowings 135,000 150,000 Less: debt issuance costs (2,202) (2,575) Total debt 132,798 147,425 Less: current portion of long-term debt (15,000) (15,000) Long-term debt $ 117,798 $ 132,425 |
STOCKHOLDERS' EQUITY AND EMPL_2
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Total Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense included in the Consolidated Statements of Operations for the years ended December 31: 2022 2021 2020 Cost of products sold $ 506 $ 604 $ 652 General and administrative expenses 8,304 5,360 4,408 Selling and distribution expenses 1,248 610 615 Stock-based compensation expense 10,058 6,574 5,675 Income tax benefit (1,716) (1,342) (1,313) Stock-based compensation expense, net of income taxes 8,342 5,232 4,362 Earnings per share impact Basic $ 0.43 $ 0.30 $ 0.29 Diluted $ 0.43 $ 0.30 $ 0.29 |
Summary of the Activity of Nonvested Shares of Restricted Stock | A summary of the activity of our unvested RSAs issued under the 2016 Plan is as follows: 2016 Plan Shares Weighted Average Balance at December 31, 2020 249,565 $ 27.81 Granted 120,872 50.48 Vested (140,537) 26.96 Forfeited (250) 45.47 Balance at December 31, 2021 229,650 $ 40.26 Granted 196,955 26.43 Vested (151,828) 36.01 Forfeited (1,000) 29.77 Balance at December 31, 2022 273,777 $ 32.71 |
Summary of the Activity of Nonvested Restricted Stock Units | A summary of the activity of our unvested RSUs issued under the 2016 Plan is as follows: 2016 Plan Shares Weighted Average Balance at December 31, 2020 71,440 $ 31.65 Granted 12,989 67.78 Vested (32,131) 29.95 Forfeited — — Balance at December 31, 2021 52,298 $ 41.67 Granted 27,397 28.59 Vested (35,101) 34.29 Forfeited (73) 25.81 Balance at December 31, 2022 44,521 $ 39.47 |
Schedule of the Activity of Nonvested Performance Stock Units | A summary of the activity of our unvested PSUs issued under the 2016 Plan is as follows: Shares Weighted Average Balance at December 31, 2020 56,110 $ 57.63 Granted 44,861 59.65 Vested (40,000) 26.47 Balance at December 31, 2021 60,971 $ 79.56 Granted 84,165 31.45 Vested (404) 48.23 Balance at December 31, 2022 144,732 $ 51.67 |
Schedule of Total Unrecognized Stock-based Compensation Related to Unvested Awards | As of December 31, 2022, total unrecognized stock-based compensation related to unvested awards was as follows: Unrecognized stock compensation Weighted-average recognition period Unvested RSAs $ 5,275 1.4 years Unvested RSUs $ 930 1.5 years Unvested PSUs $ 2,485 1.1 years |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Schedule of Deferred Compensation Plan | The balances related to the deferred compensation plan are as follows for the years ended December 31: Consolidated Balance Sheet location 2022 2021 Deferred compensation assets Other assets $ 13,566 $ 13,812 Deferred compensation obligations Other long-term liabilities $ 15,292 $ 15,944 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign Components of Income Before Tax for Operations | The domestic and foreign components of income (loss) before taxes for our operations consist of the following for the years ended December 31: 2022 2021 2020 Domestic $ (302) $ (9,970) $ (7,103) Foreign 23,511 7,416 5,143 Total income (loss) before income taxes $ 23,209 $ (2,554) $ (1,960) |
Schedule of Components of the Provision for Income Taxes | The components of the provision (benefit) for income taxes consist of the following for the years ended December 31: 2022 2021 2020 Current – Federal $ 2,288 $ (707) $ 162 Current – State 927 209 196 Current – Foreign 6,760 800 1,407 Current income tax expense 9,975 302 1,765 Deferred – Federal (1,024) (1,386) (1,997) Deferred – State (175) (996) 156 Deferred -– Foreign 600 536 (472) Deferred income tax benefit (599) (1,846) (2,313) Income tax provision (benefit) $ 9,376 $ (1,544) $ (548) |
Schedule of Deferred Tax Assets and Liabilities | Our deferred tax assets and liabilities consist of the following at December 31: 2022 2021 Deferred tax assets: Net operating loss carryforward $ 6,565 $ 7,388 Inventory differences 965 805 Equity compensation 1,850 1,661 Investment in joint venture 1,658 187 Restructuring 201 196 Purchased intangible assets and goodwill 527 759 Accrued employee compensation and benefits 4,144 4,113 Lease liabilities 2,880 2,795 Other, net 786 826 Gross deferred tax assets 19,576 18,730 Less valuation allowances (6,277) (6,640) Total deferred tax assets 13,299 12,090 Deferred tax liabilities: Depreciation and amortization (4,736) (4,466) Right-of-use assets (2,633) (2,551) Other, net (205) (345) Total deferred tax liabilities (7,574) (7,362) Net deferred tax assets $ 5,725 $ 4,728 |
Schedule of Reconciliation of Income Tax Provision | A reconciliation of our income tax provision computed by applying the Federal statutory income tax rate of 21% to income before taxes is as follows for the years ended December 31: 2022 2021 2020 Statutory U.S. federal income tax $ 4,874 $ (536) $ (412) Foreign rate differential 2,868 1,690 1,223 Permanent items 980 683 210 U.S. state income tax, net of federal benefit 569 (338) (24) (Income) loss attributable to noncontrolling interest (333) 170 — Equity compensation 202 (1,476) (715) Return to provision adjustments 134 (345) (565) Deemed repatriation of foreign earnings 64 — — German legal entity structuring — — 1,161 DynaEnergetics Siberia shut down — — 324 Research credits — — (115) Other (14) 11 10 Change in valuation allowances 32 (1,403) (1,645) Income tax provision (benefit) $ 9,376 $ (1,544) $ (548) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 Unrecognized tax benefits, December 31, 2021 $ — Additions based on tax positions related to the current year 2,106 Additions for tax positions of prior years — Reductions for tax positions of prior years — Settlements — Unrecognized tax benefits, December 31, 2022 $ 2,106 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Segment information is as follows as of and for the years ended December 31: 2022 2021 2020 Net sales: Arcadia $ 299,527 $ — $ — DynaEnergetics 264,327 175,356 146,395 NobelClad 90,232 84,759 82,766 Net sales $ 654,086 $ 260,115 $ 229,161 2022 2021 2020 Income (loss) before income taxes: Arcadia $ 3,962 $ (2,020) $ — DynaEnergetics 39,055 8,235 6,150 NobelClad 7,989 9,783 6,886 Segment operating income 51,006 15,998 13,036 Unallocated corporate expenses (13,164) (11,826) (8,357) Unallocated stock-based compensation * (7,852) (6,574) (5,675) Other (expense) income, net (594) 152 (233) Interest expense, net (6,187) (304) (731) Income (loss) before income taxes $ 23,209 $ (2,554) $ (1,960) * Stock-based compensation is not allocated to wholly owned segments, DynaEnergetics and NobelClad. Stock-based compensation is allocated to the Arcadia segment as 60% of such expense is attributable to the Company, whereas the remaining 40% is attributable to the redeemable noncontrolling interest holder. 2022 2021 2020 Depreciation and Amortization: Arcadia $ 39,222 $ 415 $ — DynaEnergetics 7,877 8,126 7,263 NobelClad 3,730 3,807 3,504 Segment depreciation and amortization 50,829 12,348 10,767 Corporate and other 378 346 314 Consolidated depreciation and amortization $ 51,207 $ 12,694 $ 11,081 2022 2021 2020 Acquisition of property, plant and equipment Arcadia $ 7,168 $ 42 $ — DynaEnergetics 5,660 5,455 11,741 NobelClad 5,298 2,730 1,975 Segment acquisition of property, plant and equipment 18,126 8,227 13,716 Corporate and other 458 432 137 Consolidated acquisition of property, plant and equipment $ 18,584 $ 8,659 $ 13,853 2022 2021 Assets: Arcadia $ 498,257 $ 501,166 DynaEnergetics 183,991 156,593 NobelClad 54,528 53,467 Segment assets 736,776 711,226 Cash and cash equivalents 25,144 30,810 Prepaid expenses and other assets 106,101 111,606 Deferred tax assets 7,633 6,930 Corporate property, plant and equipment 3,324 3,840 Consolidated assets $ 878,978 $ 864,412 |
Schedule of Geographic Location of Property, Plant and Equipment, Net of Accumulated Depreciation | The geographic location of our property, plant and equipment, net of accumulated depreciation, is as follows at December 31: 2022 2021 United States $ 102,804 $ 94,209 Germany 26,479 27,680 Canada 84 101 France 71 75 Rest of the world 7 13 Total $ 129,445 $ 122,078 |
Schedule of Net Sales Based on the Geographic Location of the Customer | The following represents our net sales based on the geographic location of the customer for years ended December 31: Arcadia 2022 West $ 235,705 South 37,061 Northeast 14,103 Midwest 12,658 Total Arcadia $ 299,527 DynaEnergetics 2022 2021 2020 United States $ 211,025 $ 136,053 $ 110,903 Canada 17,156 12,149 3,830 Egypt 5,780 3,244 3,413 India 5,133 1,154 5,814 Turkey 4,602 3,153 2,887 Iraq 3,574 72 3,287 Oman 3,188 2,830 2,551 Indonesia 2,022 1,131 1,832 Kuwait 1,801 1,559 1,716 United Arab Emirates 1,525 230 840 Algeria 1,305 976 1,068 Hong Kong 1,158 1,731 435 Romania 851 776 425 Pakistan 843 543 876 Norway 545 1,219 368 Germany 521 774 605 Ukraine — 3,742 1,591 Rest of the world (1) 3,298 4,020 3,954 Total DynaEnergetics $ 264,327 $ 175,356 $ 146,395 (1) Rest of the world does not include any individual country comprising sales greater than 1% of total DynaEnergetics revenue. NobelClad 2022 2021 2020 United States $ 38,818 $ 37,283 $ 38,311 Canada 9,610 4,779 6,597 Germany 4,630 2,496 5,100 China 3,902 10,365 5,389 Sweden 3,743 1,205 1,569 United Arab Emirates 3,582 3,613 4,008 South Korea 3,242 2,144 1,972 India 3,116 1,908 1,421 Saudi Arabia 2,212 328 481 Netherlands 2,094 1,984 1,765 France 2,057 2,197 2,895 South Africa 1,970 886 870 Australia 1,799 1,301 1,519 Italy 1,766 1,422 1,220 Norway 1,309 992 2,215 Brazil 1,228 — 276 Belgium 603 2,547 1,213 Spain 449 473 2,670 Taiwan 431 415 588 Argentina 230 405 298 Russia (1) 191 4,057 — Singapore 60 1,009 207 Rest of the world (2) 3,190 2,950 2,182 Total NobelClad $ 90,232 $ 84,759 $ 82,766 (1) Future sales to Russia have been suspended indefinitely due to the ongoing conflict in Ukraine. (2) Rest of the world does not include any individual country comprising sales greater than 1% of total NobelClad revenue. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments, Gain (Loss) | The following table presents the location and amount of net gains (losses) from hedging activities, which offset foreign currency gains and losses recorded in the normal course of business that are not presented below, for the years ended December 31: Derivative type Income Statement Location 2022 2021 2020 Foreign currency contracts Other (expense) income, net $ 352 $ (271) $ (1,058) |
ORGANIZATION AND BUSINESS (Deta
ORGANIZATION AND BUSINESS (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments in which the entity currently operates | 3 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting Information [Line Items] | |||
Total provisions for allowance for credit losses on receivables | $ 720,000 | ||
Current period provision for expected credit losses | 1,028,000 | $ 171,000 | $ 3,039,000 |
Impairment of long-lived assets | $ 0 | 0 | |
Asset impairment charges | 1,181,000 | ||
Number of business segments in which the entity currently operates | segment | 3 | ||
Contract liabilities | $ 32,080,000 | 21,052,000 | |
Research and development expense | 6,781,000 | 7,240,000 | 7,910,000 |
Restructuring expenses, net and asset impairments | $ 182,000 | 127,000 | 3,387,000 |
Minimum | |||
Segment Reporting Information [Line Items] | |||
Payment terms, period | 30 days | ||
Maximum | |||
Segment Reporting Information [Line Items] | |||
Payment terms, period | 90 days | ||
Corporate and other | |||
Segment Reporting Information [Line Items] | |||
Restructuring expenses, net and asset impairments | 119,000 | ||
Asset Impairment | |||
Segment Reporting Information [Line Items] | |||
Restructuring expenses, net and asset impairments | 1,361,000 | ||
Asset Impairment | Corporate and other | |||
Segment Reporting Information [Line Items] | |||
Restructuring expenses, net and asset impairments | 0 | ||
Severance | |||
Segment Reporting Information [Line Items] | |||
Restructuring expenses, net and asset impairments | 1,195,000 | ||
Severance | Corporate and other | |||
Segment Reporting Information [Line Items] | |||
Restructuring expenses, net and asset impairments | 119,000 | ||
Level 2 | |||
Segment Reporting Information [Line Items] | |||
Deferred compensation assets | $ 8,444,000 | 9,083,000 | |
DynaEnergetics | |||
Segment Reporting Information [Line Items] | |||
Current period provision for expected credit losses | 169,000 | ||
Contract liabilities | 785,000 | 474,000 | |
NobelClad | |||
Segment Reporting Information [Line Items] | |||
Current period provision for expected credit losses | 62,000 | ||
Contract liabilities | $ 3,661,000 | $ 5,881,000 | |
Restructuring expenses | DynaEnergetics | |||
Segment Reporting Information [Line Items] | |||
Impairment of long-lived assets | $ 1,361,000 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Rollforward of Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts, December 31, 2021 | $ 2,773 | ||
Current period provision for expected credit losses | 1,028 | $ 171 | $ 3,039 |
Write-offs charged against the allowance | (2,566) | ||
Recoveries of amounts previously reserved | (308) | ||
Impacts of foreign currency exchange rates and other | (2) | ||
Allowance for doubtful accounts, December 31, 2022 | 925 | 2,773 | |
Arcadia | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts, December 31, 2021 | 0 | ||
Current period provision for expected credit losses | 797 | ||
Write-offs charged against the allowance | (321) | ||
Recoveries of amounts previously reserved | (232) | ||
Impacts of foreign currency exchange rates and other | 0 | ||
Allowance for doubtful accounts, December 31, 2022 | 244 | 0 | |
DynaEnergetics | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts, December 31, 2021 | 2,758 | ||
Current period provision for expected credit losses | 169 | ||
Write-offs charged against the allowance | (2,245) | ||
Recoveries of amounts previously reserved | (76) | ||
Impacts of foreign currency exchange rates and other | (3) | ||
Allowance for doubtful accounts, December 31, 2022 | 603 | 2,758 | |
NobelClad | |||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts, December 31, 2021 | 15 | ||
Current period provision for expected credit losses | 62 | ||
Write-offs charged against the allowance | 0 | ||
Recoveries of amounts previously reserved | 0 | ||
Impacts of foreign currency exchange rates and other | 1 | ||
Allowance for doubtful accounts, December 31, 2022 | $ 78 | $ 15 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment | ||
Property, plant and equipment | $ 211,277 | $ 191,022 |
Land | ||
Property, Plant and Equipment | ||
Property, plant and equipment | 4,215 | 5,725 |
Buildings and improvements | ||
Property, Plant and Equipment | ||
Property, plant and equipment | $ 63,184 | 58,536 |
Buildings and improvements | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful life | 15 years | |
Buildings and improvements | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful life | 40 years | |
Manufacturing equipment and tooling | ||
Property, Plant and Equipment | ||
Property, plant and equipment | $ 85,477 | 79,855 |
Manufacturing equipment and tooling | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful life | 3 years | |
Manufacturing equipment and tooling | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful life | 15 years | |
Furniture, fixtures and computer equipment | ||
Property, Plant and Equipment | ||
Property, plant and equipment | $ 24,800 | 18,910 |
Furniture, fixtures and computer equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful life | 3 years | |
Furniture, fixtures and computer equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful life | 10 years | |
Other | ||
Property, Plant and Equipment | ||
Property, plant and equipment | $ 15,775 | 14,926 |
Other | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful life | 3 years | |
Other | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful life | 10 years | |
Construction in process | ||
Property, Plant and Equipment | ||
Property, plant and equipment | $ 17,826 | $ 13,070 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | $ 32,080 | $ 21,052 |
Arcadia | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | 27,634 | 14,697 |
DynaEnergetics | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | 785 | 474 |
NobelClad | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Contract liabilities | $ 3,661 | $ 5,881 |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES - Computation and Reconciliation of Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income (loss) as reported | |||
Net income (loss) attributable to DMC Global Inc. stockholders, as reported | $ 12,247 | $ (202) | $ (1,412) |
Adjustment of redeemable noncontrolling interest | 1,937 | (4,424) | 0 |
Less: Undistributed net income available to participating securities | (198) | 0 | 0 |
Numerator for basic net income (loss) per share: | 13,986 | (4,626) | (1,412) |
Add: Undistributed net income allocated to participating securities | 198 | 0 | 0 |
Less: Undistributed net income reallocated to participating securities | (198) | 0 | 0 |
Numerator for diluted net income (loss) per share: | $ 13,986 | $ (4,626) | $ (1,412) |
Denominator: | |||
Weighted average shares outstanding for basic net income (loss) per share (in shares) | 19,360,677 | 17,610,711 | 14,790,296 |
Effect of dilutive securities (in shares) | 8,488 | 0 | 0 |
Weighted average shares outstanding for diluted net income (loss) per share (in shares) | 19,369,165 | 17,610,711 | 14,790,296 |
Net income (loss) per share attributable to DMC Global Inc. stockholders: | |||
Basic (in dollars per share) | $ 0.72 | $ (0.26) | $ (0.10) |
Diluted (in dollars per share) | $ 0.72 | $ (0.26) | $ (0.10) |
Antidilutive securities excluded from earnings per share (in shares) | 93,060 |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES - Restructuring Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | $ 182 | $ 127 | $ 3,387 |
Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 1,195 | ||
Asset Impairment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 1,361 | ||
Contract Termination Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 19 | ||
Equipment Moving Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 126 | ||
Other exit costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 686 | ||
Operating segments | DynaEnergetics | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 2,922 | ||
Operating segments | DynaEnergetics | Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 936 | ||
Operating segments | DynaEnergetics | Asset Impairment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 1,181 | ||
Operating segments | DynaEnergetics | Contract Termination Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 19 | ||
Operating segments | DynaEnergetics | Equipment Moving Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 126 | ||
Operating segments | DynaEnergetics | Other exit costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 660 | ||
Operating segments | NobelClad | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 346 | ||
Operating segments | NobelClad | Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 140 | ||
Operating segments | NobelClad | Asset Impairment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 180 | ||
Operating segments | NobelClad | Contract Termination Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 0 | ||
Operating segments | NobelClad | Equipment Moving Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 0 | ||
Operating segments | NobelClad | Other exit costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 26 | ||
Corporate and other | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 119 | ||
Corporate and other | Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 119 | ||
Corporate and other | Asset Impairment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 0 | ||
Corporate and other | Contract Termination Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 0 | ||
Corporate and other | Equipment Moving Costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | 0 | ||
Corporate and other | Other exit costs | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses, net and asset impairments | $ 0 |
SIGNIFICANT ACCOUNTING POLIC_10
SIGNIFICANT ACCOUNTING POLICIES - Changes to the Restructuring Liability (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
December 31, 2021 | $ 829 |
Expense | 182 |
Payments | (50) |
Currency and Other Adjustments | (51) |
December 31, 2022 | 910 |
Severance | |
Restructuring Cost and Reserve [Line Items] | |
December 31, 2021 | 829 |
Expense | 147 |
Payments | (29) |
Currency and Other Adjustments | (51) |
December 31, 2022 | 896 |
Other exit costs | |
Restructuring Cost and Reserve [Line Items] | |
December 31, 2021 | 0 |
Expense | 35 |
Payments | (21) |
Currency and Other Adjustments | 0 |
December 31, 2022 | $ 14 |
BUSINESS COMBINATION - Narrativ
BUSINESS COMBINATION - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 23, 2021 | Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2022 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||||||
Acquisition of business, net of cash acquired | $ 0 | $ 261,000 | $ 0 | |||||
ROU asset | $ 52,219 | 48,470 | 52,219 | |||||
Current lease liability | 6,126 | 7,041 | 6,126 | |||||
Long-term lease liability | 47,000 | 43,001 | 47,000 | |||||
Operating expenses | 155,457 | 61,882 | 57,849 | |||||
Amortization of purchased intangible assets | 36,926 | 1,391 | 1,449 | |||||
Acquisition expenses | 0 | 1,581 | 0 | |||||
Estimated redemption value of redeemable noncontrolling interest | 197,196 | 187,522 | $ 197,196 | $ 0 | $ 0 | |||
Redeemable Noncontrolling Interest Holder | ||||||||
Business Acquisition [Line Items] | ||||||||
Notes receivable to redeemable NCI holder | $ 24,902 | |||||||
Arcadia | ||||||||
Business Acquisition [Line Items] | ||||||||
Operating expenses | 2,020 | |||||||
Manufacturing expenses | 1,044 | |||||||
Selling, general and administrative expense | 613 | |||||||
Amortization of purchased intangible assets | $ 363 | |||||||
Arcadia | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of ownership acquired | 60% | 60% | 60% | |||||
Acquisition of business, net of cash acquired | $ 261,000 | |||||||
Cash acquired from acquisition | $ 7,654 | |||||||
Business acquisition, equity interest issued or issuable, number of shares (in shares) | 551,458 | |||||||
Business acquisition, share price (in dollars per share ) | $ 0.05 | |||||||
Business consideration, term loan debt issued | $ 150,000 | |||||||
Consideration transferred, cash and marketable securities | $ 118,654 | |||||||
Escrow deposit | $ 640 | |||||||
Additional consideration | $ 2,674 | |||||||
Future consideration to be paid, period (in years) | 3 years | |||||||
Goodwill acquired that is expected to be tax deductible | 82,847 | |||||||
ROU asset | $ 41,219 | |||||||
Current lease liability | 4,343 | |||||||
Long-term lease liability | $ 36,876 | |||||||
Percentage of redeemable noncontrolling interest acquired | 40% | |||||||
Acquisition expenses | $ 1,581 | |||||||
Arcadia | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived Intangible assets | $ 210,500 | |||||||
Intangibles acquired, useful life | 15 years | |||||||
Arcadia | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived Intangible assets | 22,000 | |||||||
Intangibles acquired, useful life | 15 years | |||||||
Arcadia | Customer backlog | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived Intangible assets | $ 22,000 | $ 500 | ||||||
Intangibles acquired, useful life | 7 months |
BUSINESS COMBINATION - Identifi
BUSINESS COMBINATION - Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 23, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||
Equity | $ 740 | $ 21,716 | $ 0 | |||
Assets acquired: | ||||||
Goodwill | $ 141,725 | $ 141,725 | 141,725 | 141,266 | ||
Liabilities assumed: | ||||||
Redeemable noncontrolling interest | 187,522 | 187,522 | 187,522 | $ 197,196 | ||
Arcadia | ||||||
Business Acquisition [Line Items] | ||||||
Cash, including cash acquired | 270,688 | $ 268,654 | ||||
Equity | 21,716 | 21,716 | ||||
Future contractual consideration to be paid(2) | 1,110 | 0 | ||||
Total fair value of consideration transferred | 293,514 | 290,370 | ||||
Assets acquired: | ||||||
Cash and cash equivalents | 7,654 | 7,654 | 7,654 | 7,654 | ||
Accounts receivable | 31,456 | 31,456 | 31,456 | 31,456 | ||
Inventories | 60,503 | 60,503 | 60,503 | 60,503 | ||
Prepaid expenses and other | 2,251 | 2,438 | 2,251 | 2,251 | ||
Property, plant and equipment, net | 22,093 | 17,323 | 22,093 | 22,093 | ||
Goodwill | 141,725 | 141,266 | 141,725 | 141,725 | ||
Intangible assets, net | 254,500 | 254,500 | 254,500 | 254,500 | ||
Other long-term assets | 41,980 | 122 | 41,980 | 41,980 | ||
Total assets acquired | 562,162 | 515,262 | 562,162 | 562,162 | ||
Liabilities assumed: | ||||||
Accounts payable | 8,792 | 8,792 | 8,792 | 8,792 | ||
Other current liabilities | 27,305 | 22,520 | 27,305 | 27,305 | ||
Other long-term liabilities(6) | 36,876 | 0 | 36,876 | 36,876 | ||
Total liabilities assumed | 72,973 | 31,312 | 72,973 | 72,973 | ||
Redeemable noncontrolling interest | 195,675 | 193,580 | 195,675 | 195,675 | ||
Total assets acquired and liabilities assumed | $ 293,514 | $ 290,370 | 293,514 | $ 293,514 | ||
Measurement Period Adjustments | ||||||
Cash, including cash acquired | 2,034 | |||||
Future contractual consideration to be paid(2) | 1,110 | |||||
Total fair value of consideration transferred | 3,144 | |||||
Assets acquired: | ||||||
Prepaid expenses and other | (187) | |||||
Property, plant and equipment | 4,770 | |||||
Goodwill | 459 | |||||
Other long-term assets | 41,858 | |||||
Total assets acquired | 46,900 | |||||
Liabilities assumed: | ||||||
Other current liabilities | 4,785 | |||||
Other long-term liabilities | 36,876 | |||||
Total liabilities assumed | 41,661 | |||||
Redeemable noncontrolling interest | 2,095 | |||||
Total assets acquired and liabilities assumed | $ 3,144 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Property, Plant and Equipment (Details) - Arcadia - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 23, 2021 |
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | $ 22,093 | $ 17,323 |
Land | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | 1,500 | |
Buildings and improvements | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | 6,451 | |
Manufacturing equipment and tooling | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | 12,634 | |
Furniture, fixtures, and computer equipment | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | 211 | |
Other | ||
Business Acquisition [Line Items] | ||
Property, plant and equipment, net | $ 1,297 |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule of Pro Forma Information (Details) - Arcadia - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Net sales | $ 500,460 | $ 475,125 |
Net income attributable to DMC Global Inc. stockholders | $ 17,541 | $ 8,324 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Raw materials | $ 43,726 | $ 35,032 |
Work-in-process | 40,253 | 27,916 |
Finished goods | 72,332 | 60,997 |
Supplies | 279 | 269 |
Inventory, net | 156,590 | 124,214 |
Arcadia | ||
Inventory [Line Items] | ||
Raw materials | 11,099 | 12,168 |
Work-in-process | 11,468 | 3,987 |
Finished goods | 55,074 | 44,348 |
Supplies | 0 | 0 |
Inventory, net | 77,641 | 60,503 |
DynaEnergetics | ||
Inventory [Line Items] | ||
Raw materials | 23,701 | 15,209 |
Work-in-process | 21,198 | 13,672 |
Finished goods | 16,802 | 14,998 |
Supplies | 0 | 0 |
Inventory, net | 61,701 | 43,879 |
NobelClad | ||
Inventory [Line Items] | ||
Raw materials | 8,926 | 7,655 |
Work-in-process | 7,587 | 10,257 |
Finished goods | 456 | 1,651 |
Supplies | 279 | 269 |
Inventory, net | $ 17,248 | $ 19,832 |
PURCHASED INTANGIBLE ASSETS (De
PURCHASED INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Purchased intangible assets | ||
Weighted average amortization period | 14 years | |
Gross | $ 304,627 | $ 307,902 |
Accumulated Amortization | (86,702) | (52,326) |
Net | 217,925 | 255,576 |
Expected future amortization of intangible assets | ||
2023 | 22,666 | |
2024 | 21,155 | |
2025 | 19,053 | |
2026 | 17,426 | |
2027 | 15,806 | |
Thereafter | 121,819 | |
Net | $ 217,925 | 255,576 |
Core technology | ||
Purchased intangible assets | ||
Weighted average amortization period | 2 years | |
Gross | $ 14,063 | 15,647 |
Accumulated Amortization | (14,031) | (14,209) |
Net | 32 | 1,438 |
Expected future amortization of intangible assets | ||
Net | 32 | 1,438 |
Customer backlog | ||
Purchased intangible assets | ||
Gross | 22,000 | 21,500 |
Accumulated Amortization | (22,000) | 0 |
Net | 0 | 21,500 |
Expected future amortization of intangible assets | ||
Net | $ 0 | 21,500 |
Customer relationships | ||
Purchased intangible assets | ||
Weighted average amortization period | 14 years | |
Gross | $ 244,650 | 246,718 |
Accumulated Amortization | (47,254) | (36,047) |
Net | 197,396 | 210,671 |
Expected future amortization of intangible assets | ||
Net | $ 197,396 | 210,671 |
Trademarks / Trade names | ||
Purchased intangible assets | ||
Weighted average amortization period | 14 years | |
Gross | $ 23,914 | 24,037 |
Accumulated Amortization | (3,417) | (2,070) |
Net | 20,497 | 21,967 |
Expected future amortization of intangible assets | ||
Net | $ 20,497 | $ 21,967 |
LEASES - ROU Asset and Lease Li
LEASES - ROU Asset and Lease Liability Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
ROU asset | $ 48,470 | $ 52,219 |
Current lease liability | 7,041 | 6,126 |
Long-term lease liability | 43,001 | 47,000 |
Total lease liability | $ 50,042 | $ 53,126 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) lease | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities | |
Number of leases | lease | 8 | ||
Related party lease expense | $ 4,625 | ||
Operating lease expense | $ 11,883 | $ 4,453 | $ 3,950 |
Lease renewal term | 5 years | ||
Arcadia | |||
Lessee, Lease, Description [Line Items] | |||
ROU assets acquired | $ 28,902 | ||
Operating lease liabilities assumed | $ 29,399 |
LEASES - Summary of Weighted Av
LEASES - Summary of Weighted Average Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted average remaining lease term | 7 years 10 months 24 days | 9 years |
Weighted average discount rate (as a percent) | 4.30% | 4.40% |
LEASES - Maturities of Operatin
LEASES - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
Due within 1 year | $ 7,041 |
Due after 1 year through 2 years | 8,548 |
Due after 2 years through 3 years | 8,431 |
Due after 3 years through 4 years | 7,264 |
Due after 4 years through 5 years | 6,690 |
Thereafter | 21,481 |
Total future minimum lease payments | 59,455 |
Less imputed interest | (9,413) |
Total | $ 50,042 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 135,000 | $ 150,000 |
Less: debt issuance costs | (2,202) | (2,575) |
Total debt | 132,798 | 147,425 |
Less: current portion of long-term debt | (15,000) | (15,000) |
Long-term debt | 117,798 | 132,425 |
Syndicated credit facility 2015 | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 0 | 0 |
Syndicated credit facility 2015 | Secured Debt | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 135,000 | 150,000 |
Commerzbank line of credit | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 0 | $ 0 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | 12 Months Ended | ||||
Dec. 23, 2021 USD ($) bank | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | |
Debt Instrument [Line Items] | |||||
Outstanding borrowings | $ 135,000,000 | $ 150,000,000 | |||
Debt issuance costs | 2,202,000 | 2,575,000 | |||
Syndicated credit facility 2015 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | 135,000,000 | 150,000,000 | |||
Syndicated credit facility 2015 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | 0 | 0 | |||
Commerzbank line of credit | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | 0 | 0 | |||
Line of credit | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 2,202,000 | $ 2,575,000 | |||
Line of credit | Syndicated credit facility 2015 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, expiration period | 5 years | ||||
Maximum borrowing capacity | $ 200,000,000 | ||||
Debt instrument, annual principal payment, percent of principal | 10% | ||||
Accordion feature | $ 100,000,000 | ||||
Line of credit facility, number of banks | bank | 4 | ||||
Debt instrument, covenant, debt service coverage ratio | 1.35 | ||||
Line of credit | Syndicated credit facility 2015 | Quarter Ended June 30, 2022 Through Quarter March 31, 2023 | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum leverage ratio | 3.25 | ||||
Line of credit | Syndicated credit facility 2015 | Quarter Ended June 30, 2023 And Thereafter | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum leverage ratio | 3 | ||||
Line of credit | Syndicated credit facility 2015 | Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 150,000,000 | ||||
Line of credit | Syndicated credit facility 2015 | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 50,000,000 | ||||
Outstanding borrowings | $ 0 | ||||
Line of credit | German Bank Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | € | € 7,000,000 | ||||
Line of credit | Commerzbank line of credit | |||||
Debt Instrument [Line Items] | |||||
Outstanding borrowings | € | 0 | € 0 | |||
Amount of bank guarantees secured by line of credit | € | € 2,221,000 | € 2,997,000 | |||
Line of credit | Commerzbank line of credit | EURIBOR | |||||
Debt Instrument [Line Items] | |||||
Interest rate at end of period | 6.76% | 6.76% | |||
Line of credit | Minimum | Syndicated credit facility 2015 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 1.50% | ||||
Line of credit | Minimum | Syndicated credit facility 2015 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 0.50% | ||||
Line of credit | Maximum | Syndicated credit facility 2015 | LIBOR | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 3% | ||||
Line of credit | Maximum | Syndicated credit facility 2015 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable interest rate | 2% |
STOCKHOLDERS' EQUITY AND EMPL_3
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS - Schedule of Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based compensation expense [Line Items] | |||
Stock-based compensation | $ 10,058 | $ 6,574 | $ 5,675 |
Income tax benefit | (1,716) | (1,342) | (1,313) |
Stock-based compensation expense, net of income taxes | $ 8,342 | $ 5,232 | $ 4,362 |
Earnings per share impact | |||
Basic (in dollars per share) | $ 0.43 | $ 0.30 | $ 0.29 |
Diluted (in dollars per share) | $ 0.43 | $ 0.30 | $ 0.29 |
Cost of products sold | |||
Stock-based compensation expense [Line Items] | |||
Stock-based compensation | $ 506 | $ 604 | $ 652 |
General and administrative expenses | |||
Stock-based compensation expense [Line Items] | |||
Stock-based compensation | 8,304 | 5,360 | 4,408 |
Selling and distribution expenses | |||
Stock-based compensation expense [Line Items] | |||
Stock-based compensation | $ 1,248 | $ 610 | $ 615 |
STOCKHOLDERS' EQUITY AND EMPL_4
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 14 Months Ended | 26 Months Ended | |||||||
May 07, 2021 | May 03, 2021 | Oct. 22, 2020 | Nov. 04, 2016 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 21, 2016 | |
Stock ownership and benefit plans [Line Items] | ||||||||||||
Common stock, par value (in dollars per share) | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||
Gross proceeds | $ 25,647,000 | $ 26,132,000 | ||||||||||
Commissions paid | $ 385,000 | $ 392,000 | ||||||||||
Number of shares issued (in shares) | 397,820 | 608,360 | ||||||||||
Net proceeds | $ 25,262,000 | $ 25,740,000 | ||||||||||
Available for grant (in shares) | 5,000,000 | |||||||||||
Number of shares available for future grant (in shares) | 1,979,627 | 1,979,627 | 1,979,627 | 1,979,627 | 3,360,119 | |||||||
Stock-based compensation | $ 10,058,000 | $ 6,574,000 | $ 5,675,000 | |||||||||
Arcadia | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Accelerated compensation cost | $ 859,000 | |||||||||||
Stock-based compensation | $ 1,959,000 | |||||||||||
Restricted stock and restricted stock units | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Aggregate number of shares granted (in shares) | 1,639,881 | |||||||||||
Unvested RSUs | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Common stock conversion ratio (in shares) | 1 | |||||||||||
Unvested PSUs | Minimum | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Eligible shares of common stock earned as a percentage of targeted PSUs awarded | 0% | |||||||||||
Unvested PSUs | Maximum | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Eligible shares of common stock earned as a percentage of targeted PSUs awarded | 200% | |||||||||||
Phantom Share Units Granted In 2022 | Achievement Of Targeted Adjusted EBITDA | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 25% | |||||||||||
Phantom Share Units Granted In 2021 | Achievement Of Targeted Adjusted EBITDA | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 25% | |||||||||||
Phantom Share Units Granted In 2021 | Achievement Of Relative TSR Performance | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 75% | |||||||||||
Phantom Share Units Granted In 2020 | Achievement Of Targeted Adjusted EBITDA | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 25% | |||||||||||
Phantom Share Units Granted In 2020 | Achievement Of Relative TSR Performance | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 75% | |||||||||||
Phantom Share Unis Granted Prior to 2020 | Achievement Of Targeted Adjusted EBITDA | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 50% | |||||||||||
Phantom Share Unis Granted Prior to 2020 | Achievement Of Relative TSR Performance | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 50% | |||||||||||
Employee stock | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Available for grant (in shares) | 850,000 | 850,000 | 850,000 | 850,000 | ||||||||
Number of shares available for future grant (in shares) | 181,955 | 181,955 | 181,955 | 181,955 | ||||||||
Offering period | 6 months | |||||||||||
Percentage of earnings that may be authorized by employees to withhold to purchase common stock | 15% | 15% | 15% | 15% | ||||||||
Shares purchased | 12,975 | 12,120 | 18,462 | |||||||||
Stock-based compensation | $ 67,000 | $ 121,000 | $ 133,000 | |||||||||
Employee stock | Maximum | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Percentage of fair market value of the entity's common stock used to purchase common stock on the Offering Date or Purchase Date | 85% | |||||||||||
Restricted stock awards and restricted stock units, time-based | First anniversary | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 33.33% | |||||||||||
Restricted stock awards and restricted stock units, time-based | Second anniversary | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 33.33% | |||||||||||
Restricted stock awards and restricted stock units, time-based | Third anniversary | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Vesting percentage | 33.33% | |||||||||||
Equity Offering | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Number of shares agreed upon to sell (in shares) | 2,500,000 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.05 | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 2,875,000 | |||||||||||
Sale of stock, price (in dollars per share) | $ 45 | |||||||||||
Gross proceeds | $ 129,375,000 | |||||||||||
Sale of stock, net consideration received | 123,461,000 | |||||||||||
Commissions paid | $ 5,914,000 | |||||||||||
Over-Allotment Option | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Number of shares agreed upon to sell (in shares) | 375,000 | |||||||||||
Sale of stock, transaction period | 30 days | |||||||||||
ATM Offering | ||||||||||||
Stock ownership and benefit plans [Line Items] | ||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 0 | 1,006,180 | ||||||||||
Gross proceeds | $ 51,779,000 | |||||||||||
Sale of stock, net consideration received | $ 51,002,000 | |||||||||||
Maximum amount of shares authorized to sell (in shares) | $ 75,000,000 | |||||||||||
Agent fee, percentage | 1.50% | |||||||||||
Weighted average price per share (in dollars per share) | $ 64.47 | $ 42.95 | $ 51.46 |
STOCKHOLDERS' EQUITY AND EMPL_5
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS - Activity of Nonvested Shares of Restricted Stock and Restricted Stock Units (Details) - 2016 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unvested RSAs | ||
Shares | ||
Balance at the beginning of the period (in shares) | 229,650 | 249,565 |
Granted (in shares) | 196,955 | 120,872 |
Vested (in shares) | (151,828) | (140,537) |
Forfeited (in shares) | (1,000) | (250) |
Balance at the end of the period (in shares) | 273,777 | 229,650 |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 40.26 | $ 27.81 |
Granted (in dollars per share) | 26.43 | 50.48 |
Vested (in dollars per share) | 36.01 | 26.96 |
Forfeited (in dollars per share) | 29.77 | 45.47 |
Balance at the end of the period (in dollars per share) | $ 32.71 | $ 40.26 |
Unvested RSUs | ||
Shares | ||
Balance at the beginning of the period (in shares) | 52,298 | 71,440 |
Granted (in shares) | 27,397 | 12,989 |
Vested (in shares) | (35,101) | (32,131) |
Forfeited (in shares) | (73) | 0 |
Balance at the end of the period (in shares) | 44,521 | 52,298 |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 41.67 | $ 31.65 |
Granted (in dollars per share) | 28.59 | 67.78 |
Vested (in dollars per share) | 34.29 | 29.95 |
Forfeited (in dollars per share) | 25.81 | 0 |
Balance at the end of the period (in dollars per share) | $ 39.47 | $ 41.67 |
STOCKHOLDERS' EQUITY AND EMPL_6
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS - Schedule of Activity of Nonvested Performance Stock Units (Details) - Unvested PSUs - 2016 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | ||
Balance at the beginning of the period (in shares) | 60,971 | 56,110 |
Granted (in shares) | 84,165 | 44,861 |
Vested (in shares) | (404) | (40,000) |
Balance at the end of the period (in shares) | 144,732 | 60,971 |
Weighted Average Grant Date Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 79.56 | $ 57.63 |
Granted (in dollars per share) | 31.45 | 59.65 |
Vested (in dollars per share) | 48.23 | 26.47 |
Balance at the end of the period (in dollars per share) | $ 51.67 | $ 79.56 |
STOCKHOLDERS' EQUITY AND EMPL_7
STOCKHOLDERS' EQUITY AND EMPLOYEE STOCK PLANS - Schedule of Total Unrecognized Stock-Based Compensation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Unvested RSAs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock compensation | $ 5,275 |
Weighted-average recognition period (in years) | 1 year 4 months 24 days |
Unvested RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock compensation | $ 930 |
Weighted-average recognition period (in years) | 1 year 6 months |
Unvested PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock compensation | $ 2,485 |
Weighted-average recognition period (in years) | 1 year 1 month 6 days |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock ownership and benefit plans [Line Items] | ||||
Matching employer contributions on first level of qualified compensation (as a percent) | 100% | |||
Percentage of qualified compensation, first level, matched by employer | 3% | |||
Matching employer contributions on second level of qualified compensation (as a percent) | 50% | |||
Percentage of qualified compensation, second level, matched by employer | 2% | |||
Total DMC contributions | $ 1,772 | $ 1,057 | $ 1,069 | |
Unfunded pension obligation | 1,352 | 2,018 | ||
Net adjustments recognized | (536) | (222) | 122 | |
Pension Plan | ||||
Stock ownership and benefit plans [Line Items] | ||||
Total DMC contributions | $ 261 | $ 282 | $ 323 | |
Minimum | Pension Plan | ||||
Stock ownership and benefit plans [Line Items] | ||||
Percent of employees gross pay | 1.50% | |||
Maximum | Pension Plan | ||||
Stock ownership and benefit plans [Line Items] | ||||
Percent of employees gross pay | 4.50% |
EMPLOYEE BENEFIT PLANS - Deferr
EMPLOYEE BENEFIT PLANS - Deferred Compensation Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock ownership and benefit plans [Line Items] | |||
Total DMC contributions | $ 1,772 | $ 1,057 | $ 1,069 |
Pension Plan | |||
Stock ownership and benefit plans [Line Items] | |||
Total DMC contributions | 261 | 282 | $ 323 |
Other assets | |||
Stock ownership and benefit plans [Line Items] | |||
Deferred compensation assets | 13,566 | 13,812 | |
Other long-term liabilities | |||
Stock ownership and benefit plans [Line Items] | |||
Deferred compensation obligations | $ 15,292 | $ 15,944 |
INCOME TAXES - Domestic and For
INCOME TAXES - Domestic and Foreign Components of Income Before Tax and Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Domestic and foreign components of income before tax for operations [Abstract] | |||
Domestic | $ (302) | $ (9,970) | $ (7,103) |
Foreign | 23,511 | 7,416 | 5,143 |
Income (loss) before income taxes | 23,209 | (2,554) | (1,960) |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Current – Federal | 2,288 | (707) | 162 |
Current – State | 927 | 209 | 196 |
Current – Foreign | 6,760 | 800 | 1,407 |
Current income tax expense | 9,975 | 302 | 1,765 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
Deferred – Federal | (1,024) | (1,386) | (1,997) |
Deferred – State | (175) | (996) | 156 |
Deferred -– Foreign | 600 | 536 | (472) |
Deferred income tax benefit | (599) | (1,846) | (2,313) |
Income tax provision (benefit) | $ 9,376 | $ (1,544) | $ (548) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 6,565 | $ 7,388 |
Inventory differences | 965 | 805 |
Equity compensation | 1,850 | 1,661 |
Investment in joint venture | 1,658 | 187 |
Restructuring | 201 | 196 |
Purchased intangible assets and goodwill | 527 | 759 |
Accrued employee compensation and benefits | 4,144 | 4,113 |
Lease liabilities | 2,880 | 2,795 |
Other, net | 786 | 826 |
Gross deferred tax assets | 19,576 | 18,730 |
Less valuation allowances | (6,277) | (6,640) |
Total deferred tax assets | 13,299 | 12,090 |
Deferred tax liabilities: | ||
Depreciation and amortization | (4,736) | (4,466) |
Right-of-use assets | (2,633) | (2,551) |
Other, net | (205) | (345) |
Total deferred tax liabilities | (7,574) | (7,362) |
Net deferred tax assets | $ 5,725 | $ 4,728 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Loss carryforwards | $ 42,854,000 | |
Additions based on tax positions related to the current year | 2,106,000 | |
Unrecognized tax benefits | 2,106,000 | $ 0 |
Unrecognized tax benefits that would effect tax rate | 1,835,000 | |
Accrual for interest and penalties related to uncertain tax positions | $ 0 | 0 |
Legally Entity Structuring And Facility Closing | ||
Operating Loss Carryforwards [Line Items] | ||
Increase (decrease) in deferred tax asset valuation allowance | $ (1,926,000) | |
Minimum | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward, term | 5 years | |
Maximum | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward, term | 20 years | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carryforwards | $ 38,404,000 | |
State and Local Jurisdiction | ||
Operating Loss Carryforwards [Line Items] | ||
Loss carryforwards | $ 4,450,000 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of income tax provision [Abstract] | |||
Statutory U.S. federal income tax | $ 4,874 | $ (536) | $ (412) |
Foreign rate differential | 2,868 | 1,690 | 1,223 |
Permanent items | 980 | 683 | 210 |
U.S. state income tax, net of federal benefit | 569 | (338) | (24) |
(Income) loss attributable to noncontrolling interest | (333) | 170 | 0 |
Equity compensation | 202 | (1,476) | (715) |
Return to provision adjustments | 134 | (345) | (565) |
Deemed repatriation of foreign earnings | 64 | 0 | 0 |
German legal entity structuring | 0 | 0 | 1,161 |
DynaEnergetics Siberia shut down | 0 | 0 | 324 |
Research credits | 0 | 0 | (115) |
Other | (14) | 11 | 10 |
Change in valuation allowances | 32 | (1,403) | (1,645) |
Income tax provision (benefit) | $ 9,376 | $ (1,544) | $ (548) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefit (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Beginning balance | $ 0 |
Additions based on tax positions related to the current year | 2,106 |
Additions for tax positions of prior years | 0 |
Reductions for tax positions of prior years | 0 |
Settlements | 0 |
Ending balance | $ 2,106 |
BUSINESS SEGMENTS - Segment Ope
BUSINESS SEGMENTS - Segment Operations and Assets (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting [Abstract] | |||
Number of segments | segment | 3 | ||
Segment Operations [Abstract] | |||
Net sales | $ 654,086 | $ 260,115 | $ 229,161 |
Segment operating income | 29,990 | (2,402) | (996) |
Unallocated stock-based compensation* | (10,058) | (6,574) | (5,675) |
Other (expense) income, net | (594) | 152 | (233) |
Interest expense, net | (6,187) | (304) | (731) |
Income (loss) before income taxes | $ 23,209 | (2,554) | (1,960) |
Stock-based compensation allocation, parent (as a percent) | 60% | ||
Stock-based compensation allocation, non-controlling interest (as a percent) | 40% | ||
Consolidated depreciation and amortization | $ 51,207 | 12,694 | 11,081 |
Consolidated acquisition of property, plant and equipment | 18,584 | 8,659 | 13,853 |
Segment Assets [Abstract] | |||
Assets | 878,978 | 864,412 | |
Cash and cash equivalents | 25,144 | 30,810 | |
Deferred tax assets | 13,299 | 12,090 | |
Corporate property, plant and equipment | $ 129,445 | $ 122,078 | |
Arcadia | |||
Segment Reporting [Abstract] | |||
Percentage of ownership acquired | 60% | 60% | |
Operating segments | |||
Segment Operations [Abstract] | |||
Segment operating income | $ 51,006 | $ 15,998 | 13,036 |
Consolidated depreciation and amortization | 50,829 | 12,348 | 10,767 |
Consolidated acquisition of property, plant and equipment | 18,126 | 8,227 | 13,716 |
Segment Assets [Abstract] | |||
Assets | 736,776 | 711,226 | |
Segment reconciling items | |||
Segment Operations [Abstract] | |||
Unallocated corporate expenses | (13,164) | (11,826) | (8,357) |
Unallocated stock-based compensation* | (7,852) | (6,574) | (5,675) |
Segment Assets [Abstract] | |||
Cash and cash equivalents | 25,144 | 30,810 | |
Prepaid expenses and other assets | 106,101 | 111,606 | |
Deferred tax assets | 7,633 | 6,930 | |
Corporate and other | |||
Segment Operations [Abstract] | |||
Consolidated depreciation and amortization | 378 | 346 | 314 |
Consolidated acquisition of property, plant and equipment | 458 | 432 | 137 |
Segment Assets [Abstract] | |||
Corporate property, plant and equipment | 3,324 | 3,840 | |
Arcadia | |||
Segment Operations [Abstract] | |||
Net sales | 299,527 | 0 | 0 |
Arcadia | South | |||
Segment Operations [Abstract] | |||
Net sales | 37,061 | ||
Arcadia | Northeast | |||
Segment Operations [Abstract] | |||
Net sales | 14,103 | ||
Arcadia | Midwest | |||
Segment Operations [Abstract] | |||
Net sales | 12,658 | ||
Arcadia | West | |||
Segment Operations [Abstract] | |||
Net sales | 235,705 | ||
Arcadia | Operating segments | |||
Segment Operations [Abstract] | |||
Segment operating income | 3,962 | (2,020) | 0 |
Consolidated depreciation and amortization | 39,222 | 415 | 0 |
Consolidated acquisition of property, plant and equipment | 7,168 | 42 | 0 |
Segment Assets [Abstract] | |||
Assets | 498,257 | 501,166 | |
DynaEnergetics | |||
Segment Operations [Abstract] | |||
Net sales | 264,327 | 175,356 | 146,395 |
DynaEnergetics | Operating segments | |||
Segment Operations [Abstract] | |||
Segment operating income | 39,055 | 8,235 | 6,150 |
Consolidated depreciation and amortization | 7,877 | 8,126 | 7,263 |
Consolidated acquisition of property, plant and equipment | 5,660 | 5,455 | 11,741 |
Segment Assets [Abstract] | |||
Assets | 183,991 | 156,593 | |
NobelClad | |||
Segment Operations [Abstract] | |||
Net sales | 90,232 | 84,759 | 82,766 |
NobelClad | Operating segments | |||
Segment Operations [Abstract] | |||
Segment operating income | 7,989 | 9,783 | 6,886 |
Consolidated depreciation and amortization | 3,730 | 3,807 | 3,504 |
Consolidated acquisition of property, plant and equipment | 5,298 | 2,730 | $ 1,975 |
Segment Assets [Abstract] | |||
Assets | $ 54,528 | $ 53,467 |
BUSINESS SEGMENTS - Geographic
BUSINESS SEGMENTS - Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment information [Line Items] | |||
Property, plant and equipment, net | $ 129,445 | $ 122,078 | |
Revenue | 654,086 | 260,115 | $ 229,161 |
DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 264,327 | 175,356 | 146,395 |
NobelClad | |||
Segment information [Line Items] | |||
Revenue | 90,232 | 84,759 | 82,766 |
Arcadia | |||
Segment information [Line Items] | |||
Revenue | 299,527 | 0 | 0 |
United States | |||
Segment information [Line Items] | |||
Property, plant and equipment, net | 102,804 | 94,209 | |
United States | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 211,025 | 136,053 | 110,903 |
United States | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 38,818 | 37,283 | 38,311 |
Canada | |||
Segment information [Line Items] | |||
Property, plant and equipment, net | 84 | 101 | |
Canada | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 17,156 | 12,149 | 3,830 |
Canada | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 9,610 | 4,779 | 6,597 |
Egypt | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 5,780 | 3,244 | 3,413 |
India | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 5,133 | 1,154 | 5,814 |
India | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 3,116 | 1,908 | 1,421 |
Turkey | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 4,602 | 3,153 | 2,887 |
Iraq | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 3,574 | 72 | 3,287 |
Oman | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 3,188 | 2,830 | 2,551 |
Indonesia | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 2,022 | 1,131 | 1,832 |
Kuwait | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 1,801 | 1,559 | 1,716 |
United Arab Emirates | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 1,525 | 230 | 840 |
United Arab Emirates | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 3,582 | 3,613 | 4,008 |
Algeria | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 1,305 | 976 | 1,068 |
Hong Kong | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 1,158 | 1,731 | 435 |
Romania | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 851 | 776 | 425 |
Pakistan | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 843 | 543 | 876 |
Norway | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 545 | 1,219 | 368 |
Norway | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 1,309 | 992 | 2,215 |
Germany | |||
Segment information [Line Items] | |||
Property, plant and equipment, net | 26,479 | 27,680 | |
Germany | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 521 | 774 | 605 |
Germany | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 4,630 | 2,496 | 5,100 |
Ukraine | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 0 | 3,742 | 1,591 |
Rest of the world | |||
Segment information [Line Items] | |||
Property, plant and equipment, net | 7 | 13 | |
Rest of the world | DynaEnergetics | |||
Segment information [Line Items] | |||
Revenue | 3,298 | 4,020 | 3,954 |
Rest of the world | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 3,190 | 2,950 | 2,182 |
China | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 3,902 | 10,365 | 5,389 |
Sweden | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 3,743 | 1,205 | 1,569 |
South Korea | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 3,242 | 2,144 | 1,972 |
Saudi Arabia | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 2,212 | 328 | 481 |
Netherlands | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 2,094 | 1,984 | 1,765 |
France | |||
Segment information [Line Items] | |||
Property, plant and equipment, net | 71 | 75 | |
France | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 2,057 | 2,197 | 2,895 |
South Africa | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 1,970 | 886 | 870 |
Australia | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 1,799 | 1,301 | 1,519 |
Italy | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 1,766 | 1,422 | 1,220 |
BRAZIL | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 1,228 | 0 | 276 |
Belgium | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 603 | 2,547 | 1,213 |
Spain | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 449 | 473 | 2,670 |
Taiwan | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 431 | 415 | 588 |
Argentina | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 230 | 405 | 298 |
Russia | NobelClad | |||
Segment information [Line Items] | |||
Revenue | 191 | 4,057 | 0 |
Singapore | NobelClad | |||
Segment information [Line Items] | |||
Revenue | $ 60 | $ 1,009 | $ 207 |
One Customer | Customer Concentration Risk | Revenue from Contract with Customer Benchmark | |||
Segment information [Line Items] | |||
Concentration risk, percentage | 15% | 12% |
DERIVATIVE INSTRUMENTS - Narrat
DERIVATIVE INSTRUMENTS - Narrative (Details) - Foreign currency contracts - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Derivative [Line Items] | ||
Notional amount of forward contracts | $ 21,907,000 | $ 13,032,000 |
Fair value of derivatives | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS - Schedu
DERIVATIVE INSTRUMENTS - Schedule of Gains (Losses) on Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other (expense) income, net | Other (expense) income, net | Other (expense) income, net |
Foreign currency contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Foreign currency contracts | $ 352 | $ (271) | $ (1,058) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Jan. 15, 2023 |
Subsequent Event | Chief Executive Officer | |
Subsequent Event [Line Items] | |
Period of payment of salary for severance (in months) | 18 months |
Uncategorized Items - boom-2022
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2016-13 [Member] |