Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 02, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | CPI AEROSTRUCTURES INC | |
Entity Central Index Key | 0000889348 | |
Document Type | 10-Q | |
Entity File Number | 1-11398 | |
Document Period End Date | Jun. 30, 2019 | |
Entity Incorporation, State or Country Code | NY | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Reporting Status Current | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,839,066 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash | $ 752,607 | $ 4,128,142 |
Restricted cash | 2,000,000 | 2,000,000 |
Accounts receivable, net of allowance for doubtful accounts of $275,000 as of June 30, 2019 and December 31, 2018 | 8,399,920 | 8,623,329 |
Contract assets | 120,254,379 | 113,333,491 |
Inventory | 11,956,006 | 9,711,997 |
Refundable income taxes | 435,000 | 435,000 |
Prepaid expenses and other current assets | 1,118,620 | 1,972,630 |
Total current assets | 144,916,532 | 140,204,589 |
Operating lease right-of-use assets | 4,626,916 | |
Property and equipment, net | 3,362,084 | 2,545,192 |
Refundable income taxes | 435,000 | |
Deferred income taxes | 488,319 | 279,318 |
Other assets | 230,258 | 249,575 |
Total assets | 153,624,109 | 143,713,674 |
Current Liabilities: | ||
Accounts payable | 11,540,234 | 9,902,481 |
Accrued expenses | 927,672 | 1,558,160 |
Contract liabilities | 3,488,823 | 3,805,106 |
Current portion of long-term debt | 2,507,060 | 2,434,981 |
Operating lease liabilities | 1,637,869 | |
Line of credit | 25,738,685 | 24,038,685 |
Income tax payable | 453,828 | 115,000 |
Total current liabilities | 46,294,171 | 41,854,413 |
Long-term operating lease liabilities | 3,464,146 | |
Long-term debt, net of current portion | 2,981,869 | 3,876,238 |
Deferred income taxes | 2,638,415 | 4,028,553 |
Other liabilities | 531,124 | |
Total liabilities | 55,378,601 | 50,290,328 |
Shareholders' Equity: | ||
Common stock - $.001 par value; authorized 50,000,000 shares, 11,820,390 and 11,718,246 shares, respectively, issued and outstanding | 11,813 | 11,715 |
Additional paid-in capital | 71,104,425 | 70,651,416 |
Retained earnings | 27,129,270 | 22,760,215 |
Total Shareholders' Equity | 98,245,508 | 93,423,346 |
Total Liabilities and Shareholders' Equity | $ 153,624,109 | $ 143,713,674 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 275,000 | $ 275,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 11,820,390 | 11,718,246 |
Common stock, outstanding | 11,820,390 | 11,718,246 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 23,158,251 | $ 20,261,239 | $ 48,741,782 | $ 38,452,862 |
Cost of revenue | 18,202,069 | 15,676,421 | 38,369,790 | 29,818,176 |
Gross profit | 4,956,182 | 4,584,818 | 10,371,992 | 8,634,686 |
Selling, general and administrative expenses | 2,709,313 | 2,557,759 | 5,515,756 | 4,607,599 |
Income from operations | 2,246,869 | 2,027,059 | 4,856,236 | 4,027,087 |
Interest expense | 575,412 | 416,834 | 1,086,181 | 864,097 |
Income before provision for (benefit from) income taxes | 1,671,457 | 1,610,225 | 3,770,055 | 3,162,990 |
Provision for (benefit from) income taxes | (1,039,000) | 353,000 | (599,000) | 649,000 |
Net income | 2,710,457 | 1,257,225 | 4,369,055 | 2,513,990 |
Other comprehensive income net of tax- Change in unrealized loss on interest rate swap | 20,600 | 14,800 | ||
Comprehensive income | $ 2,710,457 | $ 1,277,825 | $ 4,369,055 | $ 2,528,790 |
Income per common share - basic (in dollars per share) | $ 0.23 | $ 0.14 | $ 0.37 | $ 0.28 |
Income per common share - diluted (in dollars per share) | $ 0.23 | $ 0.14 | $ 0.37 | $ 0.28 |
Shares used in computing income per common share: | ||||
Basic (in shares) | 11,607,415 | 8,938,331 | 11,710,357 | 8,913,394 |
Diluted (in shares) | 11,644,768 | 8,980,155 | 11,747,711 | 8,953,321 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance, beginning at Dec. 31, 2017 | $ 8,863 | $ 53,770,618 | $ 20,548,652 | $ (14,800) | $ 74,313,333 |
Balance, beginning (in shares) at Dec. 31, 2017 | 8,864,319 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,256,765 | 1,256,765 | |||
Change in unrealized loss from interest rate swap | (5,800) | (5,800) | |||
Common stock issued as employee compensation | $ 5 | 45,908 | 45,913 | ||
Common stock issued as employee compensation (in shares) | 5,130 | ||||
Stock-based compensation expense | $ 51 | 303,889 | 303,940 | ||
Stock-based compensation expense (in shares) | 54,396 | ||||
Balance, ending at Mar. 31, 2018 | $ 8,919 | 54,120,415 | 21,805,417 | (20,600) | 75,914,151 |
Balance, ending (in shares) at Mar. 31, 2018 | 8,923,845 | ||||
Balance, beginning at Dec. 31, 2017 | $ 8,863 | 53,770,618 | 20,548,652 | (14,800) | 74,313,333 |
Balance, beginning (in shares) at Dec. 31, 2017 | 8,864,319 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 2,513,990 | ||||
Balance, ending at Jun. 30, 2018 | $ 8,935 | 54,276,175 | 23,062,642 | 77,347,752 | |
Balance, ending (in shares) at Jun. 30, 2018 | 8,938,491 | ||||
Balance, beginning at Mar. 31, 2018 | $ 8,919 | 54,120,415 | 21,805,417 | (20,600) | 75,914,151 |
Balance, beginning (in shares) at Mar. 31, 2018 | 8,923,845 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,257,225 | 1,257,225 | |||
Change in unrealized loss from interest rate swap | $ 20,600 | 20,600 | |||
Stock-based compensation expense | $ 16 | 155,760 | 155,776 | ||
Stock-based compensation expense (in shares) | 14,646 | ||||
Balance, ending at Jun. 30, 2018 | $ 8,935 | 54,276,175 | 23,062,642 | 77,347,752 | |
Balance, ending (in shares) at Jun. 30, 2018 | 8,938,491 | ||||
Balance, beginning at Dec. 31, 2018 | $ 11,715 | 70,651,416 | 22,760,215 | $ 93,423,346 | |
Balance, beginning (in shares) at Dec. 31, 2018 | 11,718,246 | 11,718,246 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 1,658,598 | $ 1,658,598 | |||
Costs related to stock offering | (64,371) | (64,371) | |||
Common stock issued upon exercise of options | |||||
Common stock issued upon exercise of options (in shares) | 521 | ||||
Stock-based compensation expense | $ 21 | 330,766 | 330,787 | ||
Stock-based compensation expense (in shares) | 17,619 | ||||
Balance, ending at Mar. 31, 2019 | $ 11,736 | 70,917,811 | 24,418,813 | 95,348,360 | |
Balance, ending (in shares) at Mar. 31, 2019 | 11,736,386 | ||||
Balance, beginning at Dec. 31, 2018 | $ 11,715 | 70,651,416 | 22,760,215 | $ 93,423,346 | |
Balance, beginning (in shares) at Dec. 31, 2018 | 11,718,246 | 11,718,246 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | $ 4,369,055 | ||||
Balance, ending at Jun. 30, 2019 | $ 11,813 | 71,104,425 | 27,129,270 | $ 98,245,508 | |
Balance, ending (in shares) at Jun. 30, 2019 | 11,820,390 | 11,820,390 | |||
Balance, beginning at Mar. 31, 2019 | $ 11,736 | 70,917,811 | 24,418,813 | $ 95,348,360 | |
Balance, beginning (in shares) at Mar. 31, 2019 | 11,736,386 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 2,710,457 | 2,710,457 | |||
Costs related to stock offering | (55,200) | (55,200) | |||
Common stock issued as employee compensation | $ 5 | 32,319 | 32,324 | ||
Common stock issued as employee compensation (in shares) | 4,950 | ||||
Stock-based compensation expense | $ 72 | 209,495 | 209,567 | ||
Stock-based compensation expense (in shares) | 79,054 | ||||
Balance, ending at Jun. 30, 2019 | $ 11,813 | $ 71,104,425 | $ 27,129,270 | $ 98,245,508 | |
Balance, ending (in shares) at Jun. 30, 2019 | 11,820,390 | 11,820,390 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 4,369,055 | $ 2,513,990 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 483,982 | 333,276 |
Debt issuance costs | 44,317 | 42,785 |
Non-cash lease expense | (56,024) | (35,384) |
Stock-based compensation | 540,354 | 459,716 |
Common stock issued as employee compensation | 32,324 | 45,913 |
Adjustment for maturity of interest rate swap | 20,600 | |
Deferred income taxes | (1,599,139) | 755,500 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable | 223,409 | (10,724) |
Increase in contract assets | (6,920,888) | (4,021,904) |
Increase in inventory | (2,244,009) | (125,526) |
Decrease in refundable income taxes | 435,000 | |
Decrease (increase) in prepaid expenses and other assets | 645,522 | (158,636) |
Increase (decrease) in accounts payable and accrued expenses | 1,007,265 | (3,619,073) |
(Decrease) increase in contract liabilities | (694,408) | 337,250 |
Decrease in other liabilities | (10,976) | |
Increase (decrease) in income taxes payable | 338,828 | (109,327) |
Net cash used in operating activities | (3,394,412) | (3,582,520) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (314,462) | (369,738) |
Net cash used in investing activities | (314,462) | (369,738) |
Cash flows from financing activities: | ||
Payments on long-term debt | (1,222,090) | (946,521) |
Proceeds from line of credit | 2,000,000 | 4,500,000 |
Payments on line of credit | (300,000) | |
Stock offering costs paid | (119,571) | |
Debt issue costs paid | (25,000) | |
Net cash provided by financing activities | 333,339 | 3,553,479 |
Net decrease in cash and restricted cash | (3,375,535) | (398,779) |
Cash and restricted cash at beginning of period | 6,128,142 | 1,430,877 |
Cash and restricted cash at end of period | 2,752,607 | 1,032,098 |
Cash paid during the period for: | ||
Interest | 1,329,678 | 1,047,457 |
Income taxes | 141,702 | |
Noncash investing and financing activities: | ||
Equipment acquired under financing lease | $ 399,800 | $ 497,602 |
INTERIM FINANCIAL STATEMENTS
INTERIM FINANCIAL STATEMENTS | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
INTERIM FINANCIAL STATEMENTS | 1. INTERIM FINANCIAL STATEMENTS The Company consists of CPI Aerostructures, Inc. (“CPI”) and Welding Metallury, Inc. (“WMI”), a wholly owned subsidiary acquired on December 20, 2018 and Compac Development Corporation (“Compac”), a wholly owned subsidiary of WMI, collectively the “Company.” An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. The consolidated financial statements of the Company as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. The consolidated balance sheet at December 31, 2018 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected. Such adjustments are of a normal, recurring nature. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year or any other interim period. The Company maintains its cash in four financial institutions. The balances are insured by the Federal Deposit Insurance Corporation. From time to time, the Company’s balances may exceed insurance limits. As of June 30, 2019, the Company had $1,034,488 of uninsured balances. The Company limits its credit risk by selecting financial institutions considered to be highly creditworthy. The Company applied business combination accounting for the WMI acquisition in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”). Business combination accounting requires that the assets acquired and liabilities assumed be recorded at their respective estimated fair values at the date of acquisition. The excess purchase price over fair value of the net assets acquired is recorded as goodwill. In determining estimated fair values, we are required to make estimates and assumptions that affect the recorded amounts, including, but not limited to, expected future cash flows, discount rates, remaining useful lives of long-lived assets, useful lives of identified intangible assets, replacement or reproduction costs of property and equipment and the amounts to be recovered in future periods from acquired net operating losses and other deferred tax assets. Our estimates in this area impact, among other items, the amount of depreciation and amortization, impairment charges in certain instances if the asset becomes impaired, and income tax expense or benefit that we report. Our provisional estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain. See Note 2 for a summary and status of the application of business combination accounting. Effective January 1, 2018, the Company adopted ASC Topic 606 Revenue from Contracts with Customers When changes are required for the estimated total revenue on a contract, these changes are recognized with an inception-to-date effect in the current period. Also, when estimates of total costs to be incurred exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined. Following the adoption of ASC 606, the Company’s revenue recognition for all of its contracts remained materially consistent with historical practice and there was no material impact on the consolidated financial statements upon adoption. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases” (“ASC 842”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. On January 1, 2019, the Company adopted the new lease standard using the optional transition method under which comparative financial information will not be restated and continue to apply the provisions of the previous lease standard in its annual disclosures for the comparative periods. In addition, the new lease standard provides a number of optional practical expedients in transition. The Company elected the package of practical expedients. As such, the Company did not have to reassess whether expired or existing contracts are or contain a lease and did not have to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. ASC 842 also provides practical expedients for an entity’s ongoing accounting. The Company elected the short-term lease recognition exemption under which the Company will not recognize right-of-use (“ROU”) assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases. The Company elected the practical expedient to not separate lease and non-lease components for certain classes of assets (office buildings). On January 1, 2019, the Company recognized ROU assets and lease liabilities of approximately $5.3 million and $5.8 million, respectively, on its consolidated balance sheet using an estimated incremental borrowing rate of 6%. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | 2. Business Combinations As discussed in Note 1, the Company completed the WMI acquisition on December 20, 2018. The acquisition was accounted for as a business combination in accordance with ASC 805. Accordingly, the Company is required to determine and record the fair value of the assets acquired, including any potential intangible assets, and liabilities assumed at the date of acquisition. The acquisition was considered a stock purchase for tax purposes. The purchase price for the acquisition was $7.9 million, which is subject to a post-closing working capital adjustment. Two million dollars of the purchase price was placed in escrow at closing and may be released after the completion of the working capital adjustment and for the indemnification contingencies. The escrowed amount is shown as restricted cash on the consolidated balance sheet as of June 30, 2019. The working capital adjustment is based on the historical values of components of working capital as defined in the Stock Purchase Agreement. We have calculated a post-closing working capital adjustment. Air Industries formally objected to our calculation. The Stock Purchase Agreement provided the parties 30 days to come to an agreement on the working capital adjustment. The Company and Air Industries could not come to an agreement within the time specified and as such have submitted the issues to BDO USA, LLP for a binding resolution. The working capital purchase price adjustment is expected to be finalized not later than the third quarter of 2019. The Company is in the process of determining the fair values of the assets and liabilities acquired and has recorded provisional estimates as of the acquisition date. As the Company completes this process and additional information becomes known concerning the acquired assets and assumed liabilities, management will make adjustments to the fair value of the amounts provisionally recorded in the opening balance sheet of WMI during the measurement period, which is no longer than a one-year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment. If the final aggregate fair value of the net assets acquired is less than the final purchase price paid, then the Company may be required to record goodwill. Conversely, if the final aggregate fair value of the net assets acquired is in excess of the final purchase price paid, then the Company may potentially conclude that the purchase of WMI was a “bargain purchase.” As stated above, the Company has determined the following provisional estimates of the fair value of the assets acquired and liabilities assumed from WMI: Provisional Fair Values Other current assets $ 1,049,000 Accounts receivable 1,522,000 Inventory 7,969,000 Property and equipment, net 586,000 Current liabilities (5,174,000 ) Total $ 5,952,000 The following table presents the unaudited pro forma revenue and net income for the period presented as if the WMI Acquisition had occurred on January 1, 2018, based on the provisional estimates of the fair value of the net assets acquired: Three Months Six Months June 30, 2018 Revenue $ 24,163,306 $ 44,897,706 Net income $ 1,651,953 $ 2,492,260 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 3. REVENUE RECOGNITION The majority of the Company’s revenues are from long-term contracts with the U.S. government and commercial contractors. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts. The pricing for commercial contractors is based on the specific negotiations with each customer. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified and payment terms are identified. To determine the proper revenue recognition method, the Company evaluates whether two or more contracts should be combined and accounted for as one single contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period. All of the Company’s current long-term contracts have a single performance obligation as the promise to transfer the goods or services are not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s contracts are often modified to account for changes in contract specifications and requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. All of the Company’s contract modifications are for goods or services that are not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase in or a reduction of revenue) on a cumulative catch-up basis. Revenues for the Company’s long-term contracts are recognized over time as the Company performs its obligations because of continuous transfer of control to the customer. The continuous transfer of control to the customer is supported by clauses in contracts that either allow the customer to unilaterally terminate the contract for convenience, pay the Company for costs incurred plus a reasonable profit and the products and services have no alternative use or the customer controls the work in progress. Because of control transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. The Company uses the cost-to-cost input method to measure progress for its contracts because it best depicts the transfer of assets to the customer which occurs as the Company incurs costs on its contracts. In applying the cost-to-cost input method, the Company compares the actual costs incurred relative to the total estimated costs to determine its progress towards contract completion and to calculate the corresponding amount of estimated revenue and estimated gross profit recognized. For any costs incurred that do not contribute to a performance obligation, the Company excludes such costs from its input methods of revenue recognition as the amounts are not reflective in transferring control of the asset to the customer. Costs to fulfill a performance obligation include labor, materials and subcontractors’ costs, other direct costs and an allocation of indirect costs. Changes to the original estimates may be required during the life of the contract. Estimates are reviewed monthly and the effect of any change in the estimated gross margin for a contract is reflected in revenue in the period the change becomes known. Contract estimates involve considerable use of judgement in determining revenues, profits and in assigning the amounts to accounting periods. As a result, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash received during any reporting period. The Company continually evaluates all of the issues related to the assumptions, risks and uncertainties inherent with the application of the cost-to-cost input method; however, it cannot be assured that estimates will be accurate. If estimates are not accurate or a contract is terminated, the Company is required to adjust revenue in later periods. Furthermore, even if estimates are accurate, there may be a shortfall in cash flow and the Company may need to borrow money, or seek access to other forms of liquidity, to fund its work in process or to pay taxes until the reported earnings materialize as actual cash receipts. For the Company’s uncompleted contracts, contract assets include unbilled amounts when the estimated revenues recognized exceed the amount billed to the customer and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Contract assets are classified as current. The Company’s contract liabilities consist of billings in excess of estimated revenues recognized and contract losses. Contract liabilities are classified as current. The Company’s contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period. Revenue recognized for the three and six months ended June 30, 2019, that was included in the contract liabilities at January 1, 2019 was $0 and $0, respectively. The Company’s remaining performance obligations represent the transaction price of its long-term contracts for which work has not been performed. As of June 30, 2019, the aggregate amount of transaction price allocated to the remaining performance obligations was $132.7 million. The Company estimates that it expects to recognize approximately 33% of its remaining performance obligations in 2019 and 67% revenue in 2020. In addition, the Company recognizes revenue for products manufactured by WMI and parts supplied for certain MRO contracts at a point in time following the transfer of control to the customer, which typically occurs upon shipment or delivery, depending on the terms of the underlying contract. Revenue from long-term contracts recognized over time and revenue from contracts recognized at a point in time accounted for approximately 87% and 13%, respectively, for the six months ended June 30, 2019. Revenue from long-term contracts recognized over time and revenue from contracts recognized at a point in time accounted for approximately 86% and 14%, respectively, for the three months ended June 30, 2019. Revenue by long-term contract type for the three and six months ended June 30, 2019 and 2018 is as follows: Three months ended Six months ended 2019 2018 2019 2018 Government subcontracts $ 14,586,860 $ 10,573,932 $ 31,262,152 $ 18,711,658 Commercial contracts 6,742,916 7,351,187 13,396,073 14,827,282 Prime government contracts 1,828,475 2,336,120 4,083,557 4,913,922 $ 23,158,251 $ 20,261,239 $ 48,741,782 $ 38,452,862 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
LEASES | 4. LEASES The Company leases a building and equipment. Under ASC 842, at contract inception we determine whether the contract is or contains a lease and whether the lease should be classified as an operating or a financing lease. Operating leases are included in ROU assets and operating lease liabilities in our consolidated balance sheets. The Company leases manufacturing and office space under an agreement classified as an operating lease. The lease agreement expires on April 30, 2022 and does not include any renewal options. The agreement provides for an initial monthly base amount plus annual escalations through the term of the lease. In addition to the monthly base amounts in the lease agreement, the Company is required to pay real estate taxes and operating expenses during the lease terms. The Company also leases office equipment in agreements classified as operating leases. For the three and six months ended June 30, 2019, the Company’s operating lease expense was $439,825 and $878,154, respectively. Future minimum lease payments under non-cancellable operating leases as of June 30, 2019 were as follows: Twelve months ending June 30, 2020 $ 1,899,753 2021 1,942,915 2022 1,645,566 2023 73,405 2024 13,128 Thereafter 1,785 Total undiscounted operating lease payments 5,576,552 Less imputed interest (474,537 ) Present value of operating lease payments $ 5,102,015 The following table sets forth the ROU assets and operating lease liabilities as of June 30, 2019: Assets ROU Assets $ 4,626,916 Liabilities Current operating lease liabilities $ 1,637,869 Long-term operating lease liabilities 3,464,146 Total ROU liabilities $ 5,102,015 The Company’s weighted average remaining lease term for its operating leases is 2.6 years. |
RECONCILIATION OF CASH AND REST
RECONCILIATION OF CASH AND RESTRICTED CASH | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
RECONCILIATION OF CASH AND RESTRICTED CASH | 5. Reconciliation of Cash and Restricted cash The following table provides a reconciliation of cash and restricted cash reported within the statement of cash flows that sum to the total of the same such amounts shown in the statement of cash flows: June 30, 2019 June 30, 2018 Cash $ 752,607 $ 1,032,098 Restricted cash 2,000,000 — Total cash and restricted cash shown in the statement of cash flow $ 2,752,607 $ 1,032,098 |
INVENTORY
INVENTORY | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 6. inventory The components of inventory consist of the following: June 30, 2019 December 31, 2018 Raw materials $ 1,431,995 $ 3,379,986 Work in progress 7,929,175 4,495,980 Finished goods 2,594,836 1,836,031 $ 11,956,006 $ 9,711,997 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK BASED COMPENSATION | 7. stock-based compensation The Company accounts for stock-based compensation based on the fair value of the stock or stock-based instrument on the date of grant. In January 2019, the Company granted 75,353 restricted stock units (“RSUs”) to its board of directors as partial compensation for the 2019 year. In January 2018, the Company granted 58,578 RSUs to its board of directors as partial compensation for the 2018 year. RSUs vest quarterly on a straight-line basis over a one-year period. The Company’s net income for the six months ended June 30, 2019 and 2018 includes approximately $380,000 and $415,000, respectively, of non-cash compensation expense related to the RSU grants to the board of directors. This expense is recorded as a component of selling, general and administrative expenses. In June 2019 a board member retired and 7,326 of his unvested RSUs were forfeited which were valued at approximately $47,000. In addition, in April 2019, the Company granted 6,677 RSUs to one of its board members as partial compensation for the 2019 year. RSUs vest quarterly on a straight-line basis over a one-year period. The Company’s net income for the six months ended June 30, 2019 includes approximately $15,000 of non-cash compensation expense related to the RSU grants to the board member. I as partial compensation for the 2019 year The Company’s net income for the six months ended June 30, 2019 includes approximately $7,000 of non-cash compensation expense related to the RSU grants to the board of directors. In April 2019, the Company granted 4,950 shares of common stock to various employees. For the six months ended June 30, 2019, approximately $6,000 of compensation expense is included in selling, general and administrative expenses and approximately $26,000 of compensation expense is included in cost of revenue for this grant. In January 2018, the Company granted 5,130 shares of common stock to various employees. For the six months ended June 30, 2018, approximately $10,000 of compensation expense is included in selling, general and administrative expenses and approximately $36,000 of compensation expense is included in cost of revenue for this grant. In March 2018, the Company granted 68,764 shares of common stock to various employees. In the event that any of these employees voluntarily terminates their employment prior to certain dates, portions of the shares may be forfeited. In addition, if certain Company performance criteria are not achieved, portions of these shares may be forfeited. These shares will be expensed during various periods through March 2022 based upon the service and performance thresholds. For the six months ended June 30, 2019, approximately $140,000 of compensation expense is included in selling, general and administrative expenses and approximately $27,000 of compensation expense is included in cost of revenue for this grant. In April 2019, the Company granted 94,972 shares of common stock to various employees. In the event that any of these employees voluntarily terminates their employment prior to certain dates, portions of the shares may be forfeited. In addition, if certain Company performance criteria are not achieved, portions of these shares may be forfeited. These shares will be expensed during various periods through March 2023 based upon the service and performance thresholds. For the six months ended June 30, 2019, approximately $69,000 of compensation expense is included in selling, general and administrative expenses and approximately $21,000 of compensation expense is included in cost of revenue for this grant. On February 12, 2019, these employees returned 1,221 common shares, valued at approximately $7,893, to pay the employees’ withholding taxes. In April 2019, 11,193, 8,299 and 8,593 of the shares granted in 2016, 2017 and 2018, respectively, were forfeited because the Company failed to achieve certain performance criteria for the year ended December 31, 2018. In addition, on April 2, 2019, these employees returned 9,806 common shares, valued at approximately $64,000, to pay the employees’ withholding taxes. In March 2018, 12,330 and 9,130 of the shares granted in 2016 and 2017, respectively, were forfeited because the Company failed to achieve certain performance criteria for the year ended December 31, 2017. In addition, on March 22, 2018, these employees returned 7,552 common shares, valued at approximately $62,000, to pay the employees’ withholding taxes. A summary of the status of the Company’s stock option plans as of June 30, 2019 and changes during the six months ended June 30, 2019 is as follows: Options Weighted Weighted Aggregate Outstanding at beginning of period 41,772 $ 7.58 Exercised during the period 35,000 $ 6.60 Forfeited during the period 6,772 Outstanding and vested at end of period — $ 0.00 0.0 $ 0 During the six months ended June 30, 2019, 35,000 stock options were exercised, pursuant to the provisions of the stock option plan, where the Company received no cash and 34,478 shares of its common stock in exchange for the 35,000 shares issued in the exercise. The 34,478 shares that the Company received were valued at $231,003, the fair market value of the shares on the date of exercise. During the six months ended June 30, 2018, no stock options were granted or exercised. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 8. Fair Value Fair Value At June 30, 2019 and December 31, 2018, the fair values of cash, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these instruments. June 30, 2019 Carrying Amount Fair Value Debt Short-term borrowings and long-term debt $ 31,227,614 $ 31,227,614 December 31, 2018 Carrying Amount Fair Value Debt Short-term borrowings and long-term debt $ 30,349,904 $ 30,349,904 We estimated the fair value of debt using market quotes and calculations based on market rates. |
CONTRACT ASSETS AND CONTRACT LI
CONTRACT ASSETS AND CONTRACT LIABILITIES | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
CONTRACT ASSETS AND CONTRACT LIABILITIES | 9. Contract assets and contract liabilities Net contract assets consist of the following: June 30, 2019 U.S. Government Commercial Total Contract assets $ 50,056,686 $ 70,197,693 $ 120,254,379 Contract liabilities (3,486,110 ) (2,713 ) (3,488,823 ) Net contract assets $ 46,570,576 $ 70,194,980 $ 116,765,556 December 31, 2018 U.S. Government Commercial Total Contract assets $ 48,358,481 $ 64,975,010 $ 113,333,491 Contract liabilities (3,780,866 ) (24,240 ) (3,805,106 ) Net contract assets $ 44,577,615 $ 64,950,770 $ 109,528,385 The increase in the Company’s net contract assets from January 1, 2019 to June 30, 2019 was primarily due to costs incurred on newer programs, such as the new design of the HondaJet engine inlet ($1.5 million increase), for which the Company has not begun billing on a steady rate and the Raytheon Next Generation Jammer pod 2.0 ($5.0 million increase). Additionally, contract assets on the Company’s F-35 Lock Assembly program increased $0.9 million. This has been partially offset by a decrease in contract assets on our E-2D program ($3.5 million decrease) which is shipping on a regular schedule. U.S. government contracts includes contracts directly with the U.S. government and government subcontractors. Revisions in the estimated gross profits on contracts and contract amounts are made in the period in which the circumstances requiring the revisions occur. During the six months ended June 30, 2019, the effect of such revisions in total estimated contract profits resulted in an increase to the total gross profit to be earned on the contracts of approximately $326,000 from that which would have been reported had the revised estimates been used as the basis of recognition of contract profits in prior years. During the six months ended June 30, 2018, the effect of such revisions was a decrease to total gross profit of approximately $275,000. Although management believes it has established adequate procedures for estimating costs to uncompleted open contracts, it is possible that additional significant costs could occur on contracts prior to completion. |
INCOME PER COMMON SHARE
INCOME PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
INCOME PER COMMON SHARE | 10. income PER COMMON SHARE Basic income per common share is computed using the weighted average number of common shares outstanding. Diluted income per common share for the three and six months ended June 30, 2019 and 2018 is computed using the weighted-average number of common shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock, as well as unvested RSUs. Incremental shares of 37,354 were used in the calculation of diluted income per common share in the three and six months ended June 30, 2019. Incremental shares of 64,287 were used in the calculation of diluted income per common share in the three and six months ended June 30, 2018. Incremental shares of 45,249 were not used in the calculation of diluted income per common share in the three and six months ended June 30, 2018, as their exercise price was in excess of the Company’s average stock price for the respective period and, accordingly, these shares are not assumed to be exercised for the diluted earnings per share calculation, as they would be anti-dilutive. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
DEBT | 11. Debt On March 24, 2016, the Company entered into a Credit Agreement (as amended, the “Credit Agreement”) with BankUnited, N.A. as the sole arranger, administrative agent and collateral agent and a lender and Citizens Bank N.A. as a lender (the “BankUnited Facility”). The BankUnited Facility provides for a revolving credit loan commitment of $30 million (the “Revolving Loan”) and a $10 million term loan (“Term Loan”). The Revolving Loan bears interest at a rate based upon a pricing grid, as defined in the agreement. On June 25, 2019, the Credit Agreement was amended and the Company and the banks entered into an assignment and acceptance agreement whereby Citizens Bank N.A.’s interest in the BankUnited Facility was transferred to BNB Bank. Additionally, the Revolving Loan and Term Loan maturity date was extended to June 30, 2021. Under the Credit Agreement, upon the consummation of a public offering of common stock that results in gross proceeds of $7 million or more, (A) the Company will prepay the loans in an amount equal to 25% of net proceeds of the offering (with $1.2 million applied to the Term Loan and the remainder applied to the revolving line of credit) and (B) the Company will maintain a minimum of $3 million in either unrestricted cash in an account with BankUnited, N.A., or in availability under the Revolving Loan. As of June 30, 2019, the Company had $25.7 million outstanding under the Revolving Loan bearing interest at 5.87%. The Company paid to BankUnited, N.A. commitment and agent fees in the amount of $201,666, together with out-of-pocket costs, expenses, and reasonable attorney’s fees incurred by BankUnited, N.A. in connection with the amendment. The Company paid approximately $488,000 of total debt issuance costs in connection with the BankUnited Facility, of which approximately $122,000 is included in other assets and $30,000 is a reduction of long-term debt at June 30, 2019. The Term Loan had an initial amount of $10 million, payable in monthly installments, as defined in the agreement, which originally matured on June 30, 2020. The maturities of long-term debt (excluding unamortized debt issuance costs) are as follows: Twelve months ending June 30, 2020 $ 2,507,060 2021 2,567,767 2022 197,819 2023 156,578 Thereafter 59,705 $ 5,488,929 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 12. Income taxes In February 2019, the Company received information that the net operating loss carryback that was generated in 2014 and carried back to 2012-13 was under examination and could possibly be disallowed by the IRS. The Company had not received a written notice or tax assessment related to the possible disallowance of the net operating loss carryback. Although the Company had not received any formal documentation or notice of such disallowance, in accordance with ASC 740-10 “Accounting for Uncertainty in Tax Positions,” the Company recorded a liability of approximately $3.1 million in the year ended December 31, 2018 for this uncertainty. The liability represents the maximum net tax adjustment for the disallowance of the net operating loss carryback, computed at the pre-2018 tax rates, and tax savings of recording a net operating loss carryforward, calculated at the current tax rates. In May 2019, the Company received further information from the IRS related to the possible disallowance of our net operating loss carryback. Based on the new IRS communication, the liability related to this uncertain tax position was reduced by approximately $1.4 million in the three months ended June 30, 2019, which results in a benefit from income taxes of $1,039,000 and $599,000 for the three and six months ended June 30, 2019, respectively, compared to provision for income taxes of $353,000 and $649,000 for the three and six months ended June 30, 2018, respectively. The Company has not yet received an assessment of additional tax related to this matter. If the Company receives an official tax assessment we have the ability to appeal the disallowance, as well as go to tax court to challenge the notice. |
MAJOR CUSTOMERS
MAJOR CUSTOMERS | 6 Months Ended |
Jun. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
MAJOR CUSTOMERS | 13. MAJOR CUSTOMERS During the six months ended June 30, 2019, the Company’s four largest commercial customers accounted for 25% 15%, 14% and 11% of revenue. During the six months ended June 30, 2018, the Company’s four largest commercial customers accounted for 27%, 13%, 13% and 10% of revenue. In addition, during the six months ended June 30, 2019 and 2018, 8% and 13% of revenue, respectively, was directly from the U.S. government. At June 30, 2019, 38%, 13%, 13% and 10% of contract assets were from the Company’s four largest commercial customers. At December 31, 2018, 39%, 14%, 13% and 13% of contract assets were from the Company’s four largest commercial customers. At June 30, 2019 and December 31, 2018, 2% and 2%, respectively, of contract assets were directly from the U.S. government. At June 30, 2019, 31%, 20%, 11% and 10% of our accounts receivable were from our four largest commercial customers. At December 31, 2018, 20%, 18%, and 17% of accounts receivable were from our three largest commercial customers. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of provisional estimates of the fair value of the assets acquired and liabilities assumed from WMI | As stated above, the Company has determined the following provisional estimates of the fair value of the assets acquired and liabilities assumed from WMI: Provisional Fair Values Other current assets $ 1,049,000 Accounts receivable 1,522,000 Inventory 7,969,000 Property and equipment, net 586,000 Current liabilities (5,174,000 ) Total $ 5,952,000 |
Schedule of pro forma revenue and net income for acquisition | The following table presents the unaudited pro forma revenue and net income for the period presented as if the WMI Acquisition had occurred on January 1, 2018, based on the provisional estimates of the fair value of the net assets acquired: Three Months Six Months June 30, 2018 Revenue $ 24,163,306 $ 44,897,706 Net income $ 1,651,953 $ 2,492,260 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue by long-term contract type | Revenue by long-term contract type for the three and six months ended June 30, 2019 and 2018 is as follows: Three months ended Six months ended 2019 2018 2019 2018 Government subcontracts $ 14,586,860 $ 10,573,932 $ 31,262,152 $ 18,711,658 Commercial contracts 6,742,916 7,351,187 13,396,073 14,827,282 Prime government contracts 1,828,475 2,336,120 4,083,557 4,913,922 $ 23,158,251 $ 20,261,239 $ 48,741,782 $ 38,452,862 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Schedule of aggreagte minimum lease payments under non-cancellable operating leases | Future minimum lease payments under non-cancellable operating leases as of June 30, 2019 were as follows: Twelve months ending June 30, 2020 $ 1,899,753 2021 1,942,915 2022 1,645,566 2023 73,405 2024 13,128 Thereafter 1,785 Total undiscounted operating lease payments 5,576,552 Less imputed interest (474,537 ) Present value of operating lease payments $ 5,102,015 |
Schedule of ROU assets and operating lease liabilities | The following table sets forth the ROU assets and operating lease liabilities as of June 30, 2019: Assets ROU Assets $ 4,626,916 Liabilities Current operating lease liabilities $ 1,637,869 Long-term operating lease liabilities 3,464,146 Total ROU liabilities $ 5,102,015 |
RECONCILIATION OF CASH AND RE_2
RECONCILIATION OF CASH AND RESTRICTED CASH (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of reconciliation of cash and restricted cash | The following table provides a reconciliation of cash and restricted cash reported within the statement of cash flows that sum to the total of the same such amounts shown in the statement of cash flows: June 30, 2019 June 30, 2018 Cash $ 752,607 $ 1,032,098 Restricted cash 2,000,000 — Total cash and restricted cash shown in the statement of cash flow $ 2,752,607 $ 1,032,098 |
INVENTORY (Tables)
INVENTORY (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of components of inventory | The components of inventory consisted of the following: June 30, 2019 December 31, 2018 Raw materials $ 1,431,995 $ 3,379,986 Work in progress 7,929,175 4,495,980 Finished goods 2,594,836 1,836,031 $ 11,956,006 $ 9,711,997 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock options plans activity | A summary of the status of the Company’s stock option plans as of June 30, 2019 and changes during the six months ended June 30, 2019 is as follows: Options Weighted Weighted Aggregate Outstanding at beginning of period 41,772 $ 7.58 Exercised during the period 35,000 $ 6.60 Forfeited during the period 6,772 Outstanding and vested at end of period — $ 0.00 0.0 $ 0 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair values | At June 30, 2019 and December 31, 2018, the fair values of cash, accounts receivable and accounts payable approximated their carrying values because of the short-term nature of these instruments. June 30, 2019 Carrying Amount Fair Value Debt Short-term borrowings and long-term debt $ 31,227,614 $ 31,227,614 December 31, 2018 Carrying Amount Fair Value Debt Short-term borrowings and long-term debt $ 30,349,904 $ 30,349,904 |
CONTRACT ASSETS AND CONTRACT _2
CONTRACT ASSETS AND CONTRACT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net contract assets (liabilities) | 9. Contract assets and contract liabilities Net contract assets consist of the following: June 30, 2019 U.S. Government Commercial Total Contract assets $ 50,056,686 $ 70,197,693 $ 120,254,379 Contract liabilities (3,486,110 ) (2,713 ) (3,488,823 ) Net contract assets $ 46,570,576 $ 70,194,980 $ 116,765,556 December 31, 2018 U.S. Government Commercial Total Contract assets $ 48,358,481 $ 64,975,010 $ 113,333,491 Contract liabilities (3,780,866 ) (24,240 ) (3,805,106 ) Net contract assets $ 44,577,615 $ 64,950,770 $ 109,528,385 The increase in the Company’s net contract assets from January 1, 2019 to June 30, 2019 was primarily due to costs incurred on newer programs, such as the new design of the HondaJet engine inlet ($1.5 million increase), for which the Company has not begun billing on a steady rate and the Raytheon Next Generation Jammer pod 2.0 ($5.0 million increase). Additionally, contract assets on the Company’s F-35 Lock Assembly program increased $0.9 million. This has been partially offset by a decrease in contract assets on our E-2D program ($3.5 million decrease) which is shipping on a regular schedule. U.S. government contracts includes contracts directly with the U.S. government and government subcontractors. Revisions in the estimated gross profits on contracts and contract amounts are made in the period in which the circumstances requiring the revisions occur. During the six months ended June 30, 2019, the effect of such revisions in total estimated contract profits resulted in an increase to the total gross profit to be earned on the contracts of approximately $326,000 from that which would have been reported had the revised estimates been used as the basis of recognition of contract profits in prior years. During the six months ended June 30, 2018, the effect of such revisions was a decrease to total gross profit of approximately $275,000. Although management believes it has established adequate procedures for estimating costs to uncompleted open contracts, it is possible that additional significant costs could occur on contracts prior to completion. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of long-term debt | The maturities of long-term debt (excluding unamortized debt issuance costs) are as follows: Twelve months ending June 30, 2020 $ 2,507,060 2021 2,567,767 2022 197,819 2023 156,578 Thereafter 59,705 $ 5,488,929 |
INTERIM FINANCIAL STATEMENTS (D
INTERIM FINANCIAL STATEMENTS (Details Narrative) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash uninsured amount | $ 1,034,488 | |
Operating lease right-of-use assets | 4,626,916 | $ 5,300,000 |
Operating lease right-of-use liabilities | $ 3,464,146 | $ 5,800,000 |
Incremental borrowing rate | 6.00% |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Jun. 30, 2019USD ($) |
Allocation of the total purchase price of business combination: | |
Other current assets | $ 1,049,000 |
Accounts receivable | 1,522,000 |
Inventory | 7,969,000 |
Property and equipment, net | 586,000 |
Current liabilities | (5,174,000) |
Total | $ 5,952,000 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2018 | |
Pro forma Information: | ||
Revenue | $ 24,163,306 | $ 44,897,706 |
Net income | $ 1,651,953 | $ 2,492,260 |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details Narrative) | Dec. 20, 2018USD ($) |
Business Combinations [Abstract] | |
Allocation of total purchase price | $ 7,900,000 |
Purchase price held in escrow | $ 2,000,000 |
REVENUE RECOGNITION (Details)
REVENUE RECOGNITION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue by long-term contract type | $ 23,158,251 | $ 20,261,239 | $ 48,741,782 | $ 38,452,862 |
Government Subcontracts [Member] | ||||
Revenue by long-term contract type | 14,586,860 | 10,573,932 | 31,262,152 | 18,711,658 |
Commercial Contracts [Member] | ||||
Revenue by long-term contract type | 6,742,916 | 7,351,187 | 13,396,073 | 14,827,282 |
Prime Government Contracts [Member] | ||||
Revenue by long-term contract type | $ 1,828,475 | $ 2,336,120 | $ 4,083,557 | $ 4,913,922 |
REVENUE RECOGNITION (Details Na
REVENUE RECOGNITION (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Revenue recognized that was included in contract liabilities | $ 0 | $ 0 |
Remaining performance obligations | $ 1,327,000 | $ 1,327,000 |
2019 [Member] | ||
Expect remaining performance obligation (percent) | 33.00% | |
Performance obligation year | 2019 | 2019 |
2020 [Member] | ||
Expect remaining performance obligation (percent) | 67.00% | |
Performance obligation year | 2020 | 2020 |
Transferred over Time [Member] | ||
Revenue from long-term contracts (percent) | 86.00% | 87.00% |
Transferred at Point in Time [Member] | ||
Revenue from MRO contracts (percent) | 14.00% | 13.00% |
LEASES (Details)
LEASES (Details) | Jun. 30, 2019USD ($) |
Twelve months ending March 31, | |
2020 | $ 1,899,753 |
2021 | 1,942,915 |
2022 | 1,645,566 |
2023 | 73,405 |
2024 | 13,128 |
Thereafter | 1,785 |
Total undiscounted operating lease payments | 5,576,552 |
Less imputed interest | (474,537) |
Present value of operating lease payments | $ 5,102,015 |
LEASES (Details 1)
LEASES (Details 1) - USD ($) | Jun. 30, 2019 | Jan. 02, 2019 |
Assets | ||
ROU Assets | $ 4,626,916 | $ 5,300,000 |
Liabilities | ||
Current operating lease liabilities | 1,637,869 | |
Long-term operating lease liabilities | 3,464,146 | $ 5,800,000 |
Total ROU liabilities | $ 5,102,015 |
LEASES (Details Narrative)
LEASES (Details Narrative) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Leases [Abstract] | ||
Rent expense, net | $ 439,825 | $ 878,154 |
Weighted average remaining lease term operating leases | 2 years 7 months 6 days | 2 years 7 months 6 days |
RECONCILIATION OF CASH AND RE_3
RECONCILIATION OF CASH AND RESTRICTED CASH (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] | ||||
Cash | $ 752,607 | $ 4,128,142 | $ 1,032,098 | |
Restricted cash | 2,000,000 | 2,000,000 | ||
Total cash and restricted cash shown in the statement of cash flow | $ 2,752,607 | $ 6,128,142 | $ 1,032,098 | $ 1,430,877 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,431,995 | $ 3,379,986 |
Work in progress | 7,929,175 | 4,495,980 |
Finished goods | 2,594,836 | 1,836,031 |
Inventory | $ 11,956,006 | $ 9,711,997 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Stock Option Plans [Member] | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Options, Outstanding | |
Outstanding at beginning | shares | 41,772 |
Exercised | shares | 35,000 |
Forfeited/Expired | shares | 6,772 |
Options, Outstanding, Weighted Average Exercise Price | |
Outstanding at beginning | $ / shares | $ 7.58 |
Exercised | $ / shares | 6.60 |
Vested at end | $ / shares | $ 0 |
Options, Weighted Average Remaining Contractual Term | |
Vested at end | 0 years |
Options, Aggregate Intrinsic Value | |
Vested at end | $ | $ 0 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Apr. 02, 2019 | Feb. 12, 2019 | Mar. 22, 2018 | Jun. 30, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Mar. 31, 2018 | Jan. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | ||||||||||
Restricted stock units granted | 2,725 | 6,677 | 75,353 | 58,578 | ||||||
Vesting period | 1 year | 1 year | 1 year | |||||||
Stock awards forfeited (shares) | 7,326 | |||||||||
Stock forfeited | $ 47,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | April 2019 Awards [Member] | ||||||||||
Stock-based compensation | $ 15,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | June 2019 Awards [Member] | ||||||||||
Stock-based compensation | 7,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Board of Directors [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Stock-based compensation | 380,000 | $ 415,000 | ||||||||
Stock Awards [Member] | Employees [Member] | ||||||||||
Number of common shares granted | 68,764 | 5,130 | ||||||||
Number of shares returned for employee's withholding taxes (shares) | 9,806 | 1,221 | 7,552 | |||||||
Value of shares returned for employee's withholding taxes | $ 64,000 | $ 7,893 | $ 62,000 | |||||||
Stock Awards [Member] | Employees [Member] | Tranche One [Member] | ||||||||||
Number of common shares granted | 4,950 | |||||||||
Stock Awards [Member] | Employees [Member] | Tranche Two [Member] | ||||||||||
Number of common shares granted | 94,972 | |||||||||
Stock Awards [Member] | Awards in 2016 [Member] | Employees [Member] | ||||||||||
Stock awards forfeited (shares) | 11,193 | 12,330 | ||||||||
Stock Awards [Member] | Awards in 2017 [Member] | Employees [Member] | ||||||||||
Stock awards forfeited (shares) | 8,299 | 9,130 | ||||||||
Stock Awards [Member] | Awards in 2018 [Member] | Employees [Member] | ||||||||||
Stock awards forfeited (shares) | 8,593 | |||||||||
Stock Awards [Member] | Selling, General and Administrative Expenses [Member] | Employees [Member] | ||||||||||
Stock-based compensation | 10,000 | |||||||||
Stock Awards [Member] | Selling, General and Administrative Expenses [Member] | April 2019 Awards [Member] | Employees [Member] | Tranche One [Member] | ||||||||||
Stock-based compensation | 6,000 | |||||||||
Stock Awards [Member] | Selling, General and Administrative Expenses [Member] | April 2019 Awards [Member] | Employees [Member] | Tranche Two [Member] | ||||||||||
Stock-based compensation | 69,000 | |||||||||
Stock Awards [Member] | Selling, General and Administrative Expenses [Member] | March 2018 Awards [Member] | Employees [Member] | ||||||||||
Stock-based compensation | 140,000 | |||||||||
Stock Awards [Member] | Cost of Sales [Member] | Employees [Member] | ||||||||||
Stock-based compensation | $ 36,000 | |||||||||
Stock Awards [Member] | Cost of Sales [Member] | April 2019 Awards [Member] | Employees [Member] | Tranche One [Member] | ||||||||||
Stock-based compensation | 26,000 | |||||||||
Stock Awards [Member] | Cost of Sales [Member] | April 2019 Awards [Member] | Employees [Member] | Tranche Two [Member] | ||||||||||
Stock-based compensation | 21,000 | |||||||||
Stock Awards [Member] | Cost of Sales [Member] | March 2018 Awards [Member] | Employees [Member] | ||||||||||
Stock-based compensation | $ 27,000 | |||||||||
Stock Option Plans [Member] | ||||||||||
Stock options exercised | 35,000 | |||||||||
Fair value of shares on exercise date | $ 231,003 | |||||||||
Shares received in exercise of options for exchange (shares) | 34,478 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Carrying Amount [Member] | ||
Short-term borrowings and long-term debt | $ 31,227,614 | $ 30,349,904 |
Fair Value [Member] | ||
Short-term borrowings and long-term debt | $ 31,227,614 | $ 30,349,904 |
CONTRACT ASSETS AND CONTRACT _3
CONTRACT ASSETS AND CONTRACT LIABILITIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Contract assets | $ 120,254,379 | $ 113,333,491 |
Contract liabilities | (3,488,823) | (3,805,106) |
Net contract assets | 116,765,556 | 109,528,385 |
US Government [Member] | ||
Contract assets | 50,056,686 | 48,358,481 |
Contract liabilities | (3,486,110) | (3,780,866) |
Net contract assets | 46,570,576 | 44,577,615 |
Commercial [Member] | ||
Contract assets | 70,197,693 | 64,975,010 |
Contract liabilities | (2,713) | (24,240) |
Net contract assets | $ 70,194,980 | $ 64,950,770 |
CONTRACT ASSETS AND CONTRACT _4
CONTRACT ASSETS AND CONTRACT LIABILITIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Increase (decrease) in total gross profit | $ 326,000 | $ (275,000) |
Honda Jet Engine Inlet [Member] | ||
Increase (decrease) in contract assets | 1,500,000 | |
Raytheon Next Generation Jammer pod [Member] | ||
Increase (decrease) in contract assets | 5,000,000 | |
F-35 Lock Assembly Program [Member] | ||
Increase (decrease) in contract assets | 900,000 | |
E-2D Program[Member] | ||
Increase (decrease) in contract assets | $ (3,500,000) |
INCOME PER COMMON SHARE (Detail
INCOME PER COMMON SHARE (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Incremental common shares attributable to dilutive effect of share-based payment arrangements (shares) | 37,354 | 64,287 | 37,354 | 64,287 |
Antidilutive securities excluded from computation of earnings per share (shares) | 45,249 | 45,249 |
DEBT (Details)
DEBT (Details) | Jun. 30, 2019USD ($) |
Year ending June 30, | |
2020 | $ 2,507,060 |
2021 | 2,567,767 |
2022 | 197,819 |
2023 | 156,578 |
Thereafter | 59,705 |
Total maturities | $ 5,488,929 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Jun. 25, 2019 | Mar. 24, 2016 | Jun. 30, 2019 | Dec. 31, 2018 |
Payments of debt issuance costs | $ 119,571 | |||
Debt issuance costs | 122,000 | |||
Debt issuance costs, reduction of long-term debt | 30,000 | |||
Capital leases and notes payable | 1,135,234 | |||
Capital leases and notes payable, current | 407,060 | |||
Oustanding loans | 25,738,685 | $ 24,038,685 | ||
Revolving Loan [Member] | ||||
Oustanding loans | $ 25,700,000 | |||
Line of credit facility, interest rate at period end | 5.87% | |||
Bank United [Member] | ||||
Line of credit facility, maturity date | Jun. 30, 2021 | |||
Debt agreement, proceeds from common stock | $ 7,000,000 | |||
Debt agreement, repayment of debt (percent) | 25.00% | |||
Debt agreement, minimum unrestricted cash or availablity under revolving loan | $ 3,000,000 | |||
Payments of debt issuance costs | $ 488,000 | |||
Commitment and agent fees | 201,666 | |||
Bank United [Member] | Revolving Loan [Member] | ||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | |||
Bank United [Member] | Term loan [Member] | ||||
Debt instrument, face amount | $ 10,000,000 | |||
Line of credit facility, maturity date | Jun. 30, 2020 | |||
Debt agreement, repayment of debt | $ 1,200,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||||
Liability for uncertain tax position | $ 3,100,000 | ||||
Decrease in liability for uncertain tax position | $ 1,400,000 | ||||
Provision for (benefit from) income taxes | $ (1,039,000) | $ 353,000 | $ (599,000) | $ 649,000 |
MAJOR CUSTOMERS (Details Narrat
MAJOR CUSTOMERS (Details Narrative) - Number | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Revenue [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of large commercial customers | 4 | 4 | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 25.00% | 27.00% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 15.00% | 13.00% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 14.00% | 13.00% | ||
Revenue [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | 10.00% | ||
Revenue [Member] | US Government Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 8.00% | 13.00% | ||
Contract Assets [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of large commercial customers | 4 | 4 | ||
Contract Assets [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 38.00% | 39.00% | ||
Contract Assets [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.00% | 14.00% | ||
Contract Assets [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 13.00% | 13.00% | ||
Contract Assets [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 13.00% | ||
Contract Assets [Member] | US Government Concentration Risk [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 2.00% | 2.00% | ||
Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Number of large commercial customers | 4 | 3 | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 31.00% | 20.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 20.00% | 18.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | 17.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% |