Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission file number 001-14775
DMC Global Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware | | 84-0608431 |
(State of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
5405 Spine Road, Boulder, Colorado 80301
(Address of principal executive offices, including zip code)
(303) 665-5700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Name of each exchange on which registered |
Common Stock, $.05 Par Value | | The Nasdaq Global Select Market |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act from their obligations under those sections. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o | | Accelerated filer x |
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Non-accelerated filer o (Do not check if smaller reporting company) | | Smaller reporting company o |
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| | Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 under the Act). Yes o No x
The approximate aggregate market value of the voting stock held by non-affiliates of the registrant was $152,439,264 as of June 30, 2017.
The number of shares of Common Stock outstanding was 14,905,241 as of March 8, 2018.
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 2018 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, 2017.
TABLE OF CONTENTS
PART I
ITEM 1. Business
References made in this Annual Report on Form 10-K to “we”, “our”, “us”, “DMC” and the “Company” refer to DMC Global Inc. and its consolidated subsidiaries. Unless stated otherwise, all dollar figures in this report are presented in thousands (000s).
Overview
DMC Global Inc. operates two technical product and process business segments serving the energy, industrial and infrastructure markets. These segments, NobelClad and DynaEnergetics, operate globally through an international network of manufacturing, distribution and sales facilities. NobelClad is a global leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints. DynaEnergetics designs, manufactures and distributes products utilized by the global oil and gas industry principally for the perforation of oil and gas wells. See Note 6 within Item 8 — Financial Statements and Supplementary Data for net sales, operating income, and total assets for each of our segments.
Our Strategy
Our diversified segments each provide a suite of unique technical products to niche sectors of the global energy, industrial and infrastructure markets, and each has established a strong position in the markets in which it participates. With an underlying focus on generating free-cash flow, our objective is to sustain and grow the market share of our businesses through increased market penetration, development of new applications, and research and development of new and adjacent products that can be sold across our global network of sales and distribution network. We routinely explore acquisitions of related businesses that could strengthen or add to our existing product portfolios, or expand our geographic footprint and market presence. We also seek acquisition opportunities outside our current markets that would complement our existing businesses and enable us to build a stronger and more diverse company.
Business Segments
NobelClad
Clad metal plates are typically used in the construction of heavy, corrosion resistant pressure vessels and heat exchangers. Clad metal plates consist of a thin layer of an expensive, corrosion-resistant cladder metal, such as titanium or nickel alloy, which is metallurgically welded to a less expensive structural backing metal, such as carbon steel. For heavy equipment, clad plates generally provide an economical alternative to building the equipment solely of a corrosion-resistant alloy. While a significant portion of the demand for our clad metal products is driven by maintenance and retrofit projects at existing chemical processing, petrochemical processing, oil refining, and aluminum smelting facilities, new plant construction and large plant expansion projects also account for a significant portion of total demand. These industries tend to be cyclical in nature and timing of new order inflow remains difficult to predict.
There are three major industrial clad plate manufacturing technologies: explosion welding, hot rollbonding and weld overlay. Detaclad®, NobelClad’s process-controlled explosion clad, uses explosion welding, the most versatile of the clad plate manufacturing methods. Created using a robust cold welding technology, explosion-welded clad products exhibit high bond strength and combine the corrosion resistance of the cladder material with the mechanical properties and structural strength of the lower cost backer material. The explosion welding process is suitable for joining virtually any combination of common engineered metals. This represents a competitive advantage versus the hot rollbonding and weld overlay processes, which generally can only clad compatible metals such as nickel alloys and stainless steel.
Explosion-welded clad metal is produced as flat plates or concentric cylinders, which can be further formed and fabricated into a broad range of industrial processing equipment or specialized transition joints. When fabricated properly, the two metals will not come apart, as the bond zone is generally stronger than the parent metals. The dimensional capabilities of the process are broad: cladding metal layers can range from a few thousandths of an inch to several inches in thickness and base metal thickness and lateral dimensions are primarily limited only by the capabilities of the world’s metal production mills. Explosion welding is used to clad to steel a broad range of metals, including aluminum, titanium, zirconium, nickel alloys and stainless steels.
Clad Metal End Use Markets
Explosion-welded clad metal is primarily used in the construction of large industrial processing equipment that is subject to high pressures and temperatures and/or corrosive processes. Explosion-welded clad plates also can be cut into transition joints, which are used to facilitate conventional welding of dissimilar metals. The eight broad industrial sectors discussed below comprise the bulk of demand for NobelClad’s products, with oil and gas and chemical and petrochemical constituting approximately two-thirds of NobelClad sales in 2017. This demand is driven by the underlying need for both new equipment and facility maintenance in these primary market sectors.
Oil and Gas: Oil and gas end use markets include both oil and gas production and petroleum refining. Oil and gas production covers a broad scope of operations related to recovering oil and/or gas for subsequent processing in refineries. Clad metal is used in separators, glycol contractors, pipe lines, heat exchangers and other related equipment. Increased oil and gas production from deep, hot, and more corrosive fields has also increased the demand for clad equipment. The primary clad metals for the oil and gas production market are stainless steel and nickel alloys clad to steel, with some use of reactive metals, such as titanium.
Petroleum refining processes frequently are corrosive and operate at high temperatures and pressures. Clad metal is extensively used in a broad range of equipment including desulfurization hydrotreaters, coke drums, distillation columns, separators and heat exchangers. Reliance upon low-quality, high sulfur crude drives additional demand for new corrosion resistant equipment. Worldwide trends in regulatory control of sulfur emissions in gas, diesel and jet fuel are also increasing the need for clad equipment. Like the upstream oil and gas sector, the clad metals are primarily stainless steel and nickel alloys.
Chemical and Petrochemical: Many common products, ranging from plastics to prescription drugs to electronic materials, are produced by chemical processes. Because the production of these items often involves corrosive agents and is conducted under high pressures or temperatures, corrosion resistant equipment is needed. One of the larger applications for clad equipment is in the manufacture of purified terephthalic acid (PTA), a precursor product for polyester, which is used in products as diverse as carpets and plastic bottles. The chemical market requires extensive use of stainless steel and nickel alloys, but also uses titanium, zirconium and tantalum.
Alternative Energy: Some alternative energy technologies involve conditions that necessitate clad metals. Solar panels predominantly incorporate high purity polysilicon. Processes for manufacturing high purity silicon utilize a broad range of highly corrosion-resistant clad alloys. Many geothermal fields are corrosive, requiring high alloy clad separators to handle the hot steam. Some ethanol technologies may require corrosion resistant metals at thicknesses where clad is an attractive alternative.
Hydrometallurgy: The processes for production of nickel, gold, and copper involve acids, high pressures, and high temperatures; and titanium-clad plates are used extensively for construction of associated leaching and peripheral equipment.
Aluminum Production: Aluminum is reduced from its oxide in large electric smelters called potlines. The electric current is carried via aluminum conductors. The electricity must be transmitted into steel components for the high temperature smelting operations. Aluminum cannot be welded to steel conventionally. Explosion-welded aluminum-steel transition joints provide an energy efficient and highly durable solution for making these connections. Modern potlines use a large number of transition joints, which are typically replaced after approximately five years in service. Although aluminum production is the major electrochemical application for NobelClad products, there are a number of other electrochemical applications including production of magnesium, chlorine and chlorate.
Shipbuilding: The combined problems of corrosion and top-side weight drive demand for our aluminum-steel transition joints, which serve as the juncture between a ship's upper and lower structures. Top-side weight is often a significant problem with tall ships, including cruise ships, naval vessels, ferries and yachts. Use of aluminum in the upper structure and steel in the lower structure provides stability. Since aluminum cannot be welded directly to steel using conventional welding processes, and since bolted joints between aluminum and steel corrode quickly in seawater, explosion-welded transition joints are a common solution. NobelClad's transition joints have been used in the construction of many well-known ships, including the Queen Elizabeth II and modern U.S. Navy aircraft carriers.
Power Generation: Fossil fuel and nuclear power generation plants require extensive use of heat exchangers, many of which require corrosion resistant alloys to handle low quality cooling water. Our clad plates are used extensively for heat exchanger tubesheets. The largest clad tubesheets are used in the final low-pressure condensers. For most coastal and brackish water-cooled plants, titanium is the metal of choice, and titanium-clad tubesheets are the low-cost solution for power plant condensers.
Industrial Refrigeration: Heat exchangers are a core component of refrigeration systems. When the cooling fluid is seawater, brackish, or even slightly polluted, corrosion-resistant metals are necessary. Metal selection can range from stainless steel to copper alloy to titanium. Explosion-welded clad metal is often the low-cost solution for making the tubesheets. Applications range from refrigeration chillers on fishing boats to massive air conditioning units for skyscrapers, airports, and deep underground mines.
Operations
The NobelClad segment seeks to build on its leadership position in its markets. During the three years ended December 31, 2017, 2016 and 2015, the NobelClad segment represented approximately 37%, 58% and 54% of our consolidated net sales, respectively. Our manufacturing plants and their respective shooting sites in Pennsylvania, Germany and France provide the production capacity to address concurrent projects for NobelClad’s global customer base.
In December 2017, DMC approved a plan to consolidate NobelClad's European production facilities, and expects to complete the process by the end of 2018. NobelClad centralized a portion of its European production facilities after its November 2014 purchase of a state-of-the-art manufacturing center in Liebenscheid, Germany. The facility now performs the majority of NobelClad’s European explosion cladding, although some work is still conducted at the smaller facility in Rivesaltes, France. NobelClad plans to exit the Rivesaltes production facility in the coming year, but will maintain its sales and administrative office in France. The proposed measures remain subject to consultation with the local workers council, which will be conducted in accordance with applicable French law.
The principal product of metal cladding, regardless of the process used, is a metal plate composed of two or more dissimilar metals, usually a corrosion resistant metal (the "cladder") bonded to a steel backing plate. Prior to the explosion-welding process, the materials are inspected, the mating surfaces are ground, and the metal plates are assembled for cladding. The process involves placing a sheet of the cladder over a parallel plate of backer material and then covering the cladder with a layer of specifically formulated explosive powder. A small gap or “standoff space” is maintained between the cladder and backer using small spacers. The explosion is then initiated on one side of the cladder and travels across the surface of the cladder forcing it onto the backer. The explosion happens in approximately one-thousandth of a second. The collision conditions cause a thin layer of the mating surfaces, as well as the spacers, to be spalled away in a jet. This action removes oxides and surface contaminants immediately ahead of the collision point. The extreme pressures force the two metal components together, creating a metallurgical bond between them. The explosion welding process produces a strong, ductile, continuous metallurgical weld over the clad surface. After the explosion is completed, the resulting clad plates are flattened and cut, and then undergo testing and inspection to assure conformance with internationally accepted product specifications.
EXPLOSION-WELDING PROCESS
Explosion-welded cladding technology is a method for welding metals that cannot be joined using conventional welding processes, such as titanium-steel, aluminum-steel, and aluminum-copper. Explosion welding also can be used to weld compatible metals, such as stainless steels and nickel alloys to steel. The cladding metals are typically titanium, stainless steel, aluminum, copper alloys, nickel alloys, tantalum, and zirconium. The base metals are typically carbon steel, alloy steel, stainless steel and aluminum. Although the patents for the basic explosion-welded cladding process have expired, NobelClad has developed a proprietary knowledge of process control that distinguishes it from its competitors by maintaining high-quality and low re-work costs. The entire explosion-welding process involves significant precision in all stages, and any errors can be extremely costly as they often result in the discarding of the expensive raw material metals. NobelClad’s technological expertise is a significant advantage in preventing costly waste.
NobelClad’s metal products are primarily produced for custom projects and conform to requirements set forth in customers’ purchase orders. Upon receipt of an order, NobelClad obtains the component materials from a variety of sources based on quality, availability and cost and then produces the order in one of its three manufacturing plants. Final products are processed to meet contract specific requirements for product configuration and quality/inspection level.
Suppliers and Raw Materials
NobelClad's operations involve a range of alloys, steels and other materials, such as stainless steel, copper alloys, nickel alloys, titanium, zirconium, tantalum, aluminum and other metals. NobelClad sources its raw materials from a number of different producers and suppliers. It holds a limited metal inventory and purchases its raw materials based on contract specifications. Under most contracts, any raw material price increases are passed on to NobelClad’s customers. NobelClad closely monitors the quality of its supplies and inspects the type, dimensions, markings, and certification of all incoming metals to ensure that the materials will satisfy applicable construction codes. NobelClad also manufactures a majority of its own explosives from standard raw materials, thus achieving higher quality and lower cost.
Competition
Metal Cladding. NobelClad faces competition from two primary alternative cladding technologies: hot rollbonding and weld overlay. Usually the three processes do not compete directly, as each has its own preferential domain of application relating to metal used and thicknesses required. However, due to specific project considerations such as technical specifications, price and delivery time, explosion-welding may have the opportunity to compete successfully against these technologies. Rollbond is only produced by a few steel mills in the world. In this process, the clad metal and base metal are
bonded during the hot rolling operation in which the metal slab is converted to plate. Being a high temperature process that yields the formation of detrimental intermetallics, hot rollbond is limited to joining similar metals, such as stainless steel and nickel alloys to steel. Rollbond’s niche is production of large quantities of light to medium gauge clad plates. Rollbond products are generally suitable for most pressure vessel applications but have lower bond shear strength and may have inferior corrosion resistance.
The weld overlay process, which is used by the many vessel fabricators that are often also NobelClad customers, is a slow and labor-intensive process that requires a large amount of floor space for the equipment. In weld overlay cladding, the clad metal layer is deposited on the base metal using arc-welding type processes. Weld overlay is a cost-effective technology for complicated shapes, for field service jobs, and for production of some very heavy-wall pressure vessel reactors. During overlay welding, the cladding metal and base metal are melted together at their interface. The resulting dilution of the cladding metal chemistry may compromise corrosion performance and limit use in certain applications. Weld metal shrinkage during cooling potentially causes distortion when the base layer is thin. As with rollbond, weld overlay is limited to metallurgically similar metals, primarily stainless steels and nickel alloys joined to steel. Weld overlay is typically performed in conventional metal fabrication shops.
Explosion-Welded Metal Cladding. Competition in the explosion-welded clad metal business is fragmented. NobelClad holds a strong market position in the clad metal industry. It is the leading producer of explosion-welded clad products in North America, and has a strong position in Europe against smaller competitors. NobelClad’s has mixed competition in Asia ranging from competitors with competitive technology and strong brand names to other producers which are technically limited and offer minimal exports outside of their domestic markets. To remain competitive, NobelClad intends to continue developing and providing technologically advanced manufacturing services, maintaining quality levels, offering flexible delivery schedules, delivering finished products on a reliable basis and competing favorably on the basis of price.
Customer Profile
NobelClad’s products are used in critical applications in a variety of industries, including upstream oil and gas, oil refining, chemical and petrochemical, hydrometallurgy, aluminum production, shipbuilding, power generation, industrial refrigeration and other similar industries. NobelClad’s customers in these industries require metal products that can withstand exposure to corrosive materials, high temperatures and high pressures. NobelClad’s customers can be divided into three tiers: the product end users (e.g., operators of chemical processing plants), the engineering contractors that design and construct plants for end users, and the metal fabricators that manufacture the products or equipment that utilize NobelClad’s metal products. It is typically the fabricator that places the purchase order with NobelClad and pays the corresponding invoice. NobelClad has developed strong relationships over the years with the engineering contractors, process licensors, and equipment operating companies that frequently act as buying agents for fabricators.
Marketing, Sales, Distribution
NobelClad conducts its selling efforts by marketing its services to potential customers' senior management, direct sales personnel, program managers, and independent sales representatives. Prospective customers in specific industries are identified through networking in the industry, cooperative relationships with suppliers, public relations, customer references, inquiries from technical articles and seminars and trade shows. NobelClad’s sales office in the United States covers the Americas and East Asia. Its sales offices in Europe cover the full European continent, Africa, the Middle East, India, Southeast Asia, and Russia. NobelClad also has sales offices in South Korea and China to address these markets and uses contract agents to cover various other countries. Contract agents typically work under multi-year agreements which are subject to sales performance targets as well as compliance with NobelClad quality and customer service expectations. Members of the global sales team may be called to work on projects located outside their usual territory. By maintaining relationships with its existing customers, developing new relationship with prospective customers, and educating all its customers as to the technical benefits of NobelClad’s products, NobelClad endeavors to assist in setting standard specifications, both by our customers and the American Society of Mechanical Engineers and ASTM, to ensure that the highest quality and reliability are achieved.
NobelClad’s products are generally shipped from its manufacturing locations in the United States, Germany and France. Any shipping costs or duties for which NobelClad is responsible typically will be included in the price paid by the customer. Regardless of where the sale is booked, NobelClad will produce it, capacity permitting, at the location closest to the delivery place. In the event that there is a short-term capacity issue at one facility, NobelClad can produce the order at any of its other production sites, prioritizing timing. The various production sites allow NobelClad to meet customer production needs in a timely manner. After completion of the plan to consolidate NobelClad's European production facilities, which is expected to be completed by the end of 2018, NobelClad plans to focus its European manufacturing efforts in Germany, while maintaining its sales and administrative office in France.
Research and Development
We prepare a formal research and development plan annually. It is implemented at our cladding sites and is supervised by a technical committee that reviews progress quarterly and meets once a year to establish the plan for the following 12 months. The research and development projects concern process support, new products, new applications, and special customer-paid projects.
DynaEnergetics
DynaEnergetics designs, manufactures, markets, and sells perforating systems and associated hardware, as well as seismic explosives, for the international oil and gas industry. The oil and gas industry uses perforating products to punch holes in the casing or liner of wells and create a flow path in the formation, thereby connecting the well to the surrounding reservoir. During the drilling process, steel casing and cement are inserted into the well to isolate and support the wellbore. As part of the well completion process, the perforating guns, which contain a series of specialized shaped charges, are lowered into the well to the desired area of the targeted formation. When initiated, the shaped charges shoot a plasma jet through the casing and cement and into the formation. The resulting channels in the formation allow hydrocarbons to flow into the wellbore.
DynaEnergetics designs, manufactures and sells all five primary components of a perforating system, which are: 1) carrier tubes and charge tubes, 2) shaped charges, 3) detonating cord, 4) detonators, and 5) control panels. In addition, DynaEnergetics has leveraged its broad product portfolio and detonator technology to create a unique factory-assembled, performance-assured well perforating system known as DynaStageTM. The DynaStage system arrives fully assembled at the well, thereby reducing the customers’ need for field assembly crews and associated infrastructure.
PRIMARY COMPONENTS OF A PERFORATING SYSTEM
The perforating products manufactured by DynaEnergetics are essential to oil and gas recovery. These products are sold to oilfield service companies around the world. DynaEnergetics also promotes its technologies and systems directly with end-user exploration and production companies. The market for perforating products, which are used during the well completion process, generally corresponds with oil and gas exploration and production (E&P) activity. Modern E&P activity has led to increasingly complex well completion operations, which in turn, have increased the demand for high quality and technically advanced perforating products.
Operations
The DynaEnergetics segment seeks to build on its products and technologies, as well as its sales, supply chain and distribution network. During the three years ended December 31, 2017, 2016 and 2015, the DynaEnergetics segment represented approximately 63%, 42% and 46% of our consolidated net sales, respectively.
DynaEnergetics has been producing detonating cord and detonators and selling these along with seismic explosives systems for decades. Since 1994, the business has placed significant emphasis on enhancing its offering by improving existing products and adding new products through research and development, as well as acquisitions. Today, DynaEnergetics offers a comprehensive portfolio of detonating cord, detonators, bi-directional boosters, shaped charges, and corresponding gun systems.
In recent years, DynaEnergetics has increased its development efforts and introduced several new products specifically designed for safe and selective perforating. Included among these products is the DynaSelectTM family of integrated switch-detonators. DynaSelect detonators require a specific electronic code for firing and are immune from induced currents and voltages, static electricity and high-frequency irradiation. These safety features substantially reduce the risk of unintentional detonation and enable concurrent perforating and hydraulic fracturing operations at drilling sites with multiple wellbores, improving operating efficiencies for customers.
Our DynaSelect products integrate our earlier Selectronic Switches with our "Intrinsically Safe" Detonator technologies in a unique one-piece system for improved well site efficiency, reliability, simplicity and service quality. The fully integrated design incorporates advanced software controls and reduces the size of the detonator and switch assembly. DynaSelect reduces by 40% the number of electrical connections required within each perforating gun versus prior and competitive selective initiation systems. This improves set-up times and significantly increases reliability. The DynaSelect detonator is controlled by our Multitronic IV and V Firing Panels. This system enables safe and reliable firing of up to 20 guns and setting a plug in a single run and incorporates a shot detection function resulting in significant time and cost savings.
Our DynaStageTM factory-assembled perforating system combines all our advanced technologies into a preassembled perforating gun that can be armed at the well site with the wireless DynaStage detonator, which incorporates all of the features of the intrinsically safe DynaSelect detonator. The DynaStage system is operated using Multitronic IV and our latest Multitronic V Firing Panel, and can be tested before going down hole using our Surface Tester, reducing the risk of lost time, mishaps, misruns and misfires due to a system fault. The Multitronic V Firing Panel is highly intuitive and allows the gun string to be safely tested and monitored throughout the pump-down operation. The Multitronic V panel introduces several new features designed to ease the use and the reliability of the system, including “shoot-on-the-fly” operation through an instant-fire capability. The patent-pending plug-n-go design of the DynaStage wireless detonator reduces the potential for errors by eliminating the need for wiring and crimping.
Our DynaSlotTM perforating system is designed for well abandonment operations. During abandonment, the wellbore is encased and permanently sealed so that layers of sedimentary rock, and in particular freshwater aquifers, are pressure isolated from each other and the wellbore. The DynaSlot perforating system facilitates this process by creating access to a full 360-degree area between the rock formations and the tubing and casing. Customers use the unique, helical perforation pattern created by DynaSlot to perform cement squeeze operations that seal off the wellbore.
DynaEnergetics develops and sells a wide range of shaped charges for use in its perforating systems. These include the family of HaloFrac™ charges, which incorporate advancements in liner materials and shaped charge geometry designed to improve hydraulic fracturing performance through lower and more consistent breakdown pressures, uniform proppant placement, uniform frac clusters and higher well productivity ratios. Another line, FracTune™, delivers uniform hole diameter in the well casing independent of shot phasing and gun positioning within the well bore. DynaEnergetics also sells the DPEX™ family of charges, which feature energetic liners. All three lines can be used with the DynaStage perforating system, as well as conventional perforating gun systems across a range of gun diameters.
DynaEnergetics Tubing Conveyed Perforating, ("TCP") systems are customized for individual customer needs and well applications. TCP enables perforating of more complex highly deviated and horizontal wells. These types of wells are increasingly being drilled by the off-shore industry. TCP tools also perforate long intervals in a single trip, which significantly improves rig efficiency. Our TCP tool range includes mechanical and hydraulic firing systems, gun releases, redundant firing heads, under-balancing devices and auxiliary components. Our tools are designed to withstand downhole temperatures of up to 260 degrees Celsius (500 degrees Fahrenheit), for safe and quick assembly at the well site, and to allow unrestricted total system length.
DynaEnergetics’ manufacturing facilities are located in Germany, the United States and Russia. We completed the construction of the shaped charge manufacturing facility in Tyumen, Siberia, in 2015, and we received all the necessary permits to start production of charges in 2016. The facility was fully operational by the end of the third quarter 2016. We reopened our DynaStage assembly center in Mt. Braddock Pennsylvania in the fourth quarter of 2017. In December 2017, DynaEnergetics commenced construction of a new 74,000 square foot manufacturing, assembly and administrative space on its manufacturing campus in Blum, Texas. The facility, which is scheduled to open during the third quarter of 2018, will substantially increase DynaEnergetics' component manufacturing and DynaStage assembly capacity. During the first half of 2018, DynaEnergetics is adding a second automated DynaSelect detonator line at its facility in Troisdorf, Germany. In the second half of 2018, the business plans to add a second automated shaped-charge manufacturing line at Blum, which will more than double its shaped charge production capacity in the U.S. These new investments will significantly expanded our global capacity for shaped charge and perforating gun production and improve our delivery and customer service capabilities in our key markets.
Suppliers and Raw Materials
DynaEnergetics' product offering consists of complex components that require numerous high-end inputs. DynaEnergetics utilizes a variety of raw materials for the production of oilfield perforating and seismic products, including high-quality steel tubes, steel and copper, explosives, granulates, plastics and ancillary plastic product
components. DynaEnergetics obtains its raw materials primarily from a number of different producers in Germany, other European countries, and the U.S. but also purchases materials from other international suppliers.
Competition
DynaEnergetics faces competition from independent manufacturers of perforating products and from the industry's three largest oil and gas service companies, which produce most of their own shaped charges but also buy other perforating components and specialty products from independent suppliers such as DynaEnergetics. DynaEnergetics competes for sales primarily on customer service, product quality, reliability, safety, performance, price and, in North America, proximity of distribution centers to oilfield drilling activity.
Customer Profile
DynaEnergetics' perforating and seismic products are purchased by international and regional oilfield service companies of all sizes working in both onshore and offshore oil and gas fields. Our customers select perforating products based on their leading performance, system compatibility and ability to address a broad spectrum of factors, including pressures and temperatures in the borehole and geological characteristics of the targeted formation.
The customers for our oilfield products can be divided into five broad categories: purchasing centers of large service companies, international service companies, independent service companies, oil companies with and without their own service companies, and local resellers.
Marketing, Sales, Distribution
DynaEnergetics’ worldwide marketing and sales efforts for its oilfield and seismic products are located in Troisdorf, Germany, Houston, Texas, and Tyumen, Siberia. DynaEnergetics’ sales strategy focuses on direct selling, distribution through licensed distributors and independent sales representatives and educating current and potential customers about our products and technologies. Currently, DynaEnergetics sells its oilfield and seismic products through wholly-owned affiliates in Germany, the U.S., Canada, and Russia and through independent sales agents in other parts of the world. DynaEnergetics serves the Americas region through its network of sales and distributions centers in the United States and Canada.
DynaEnergetics also designs and manufactures customized perforating products for third-party customers according to their designs and requirements.
Research and Development
DynaEnergetics attaches great importance to its research and development capabilities and has devoted substantial resources to its research and development (R&D) programs. Based predominantly in Troisdorf, Germany, the R&D team works closely with sales, product management, and operations management teams to establish priorities and effectively manage individual projects. Through its ongoing involvement in oil and gas industry trade shows and conferences, DynaEnergetics has increased its profile in the oil and gas industry. In addition to its existing shaped charge test facility, which can simulate downhole, wellbore, and reservoir pressure conditions to develop and test high performance perforating charges for both oil companies and service providers, the R&D group recently commissioned a new purpose built pressure vessel which can reach 30.000 psi test pressures and be heated up to 200 degrees Celsius (392 degrees F). This enables the R&D group to support the oil and gas industry with test methods for new products which realistically simulate potentially difficult downhole conditions. An R&D plan, which focuses on new technology, products, process support and contracted projects, is prepared and reviewed at least quarterly. R&D costs are included in our cost of products sold and were $4.3 million, $4.0 million, and $2.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Corporate History and Recent Developments
The genesis of the Company was an unincorporated business called “Explosive Fabricators,” which was formed in Colorado in 1965. The business was incorporated in Colorado in 1971 under the name “E. F. Industries, Inc.,” which was later changed to “Explosive Fabricators, Inc.” The Company became publicly traded in 1976. In 1994, it changed its name to “Dynamic Materials Corporation.” The Company reincorporated in Delaware in 1997.
In 1976, the Company became a licensee of Detaclad, the explosion-welded clad process developed by DuPont in 1959. In 1996, the Company purchased the Detaclad operating business from DuPont.
In 1998, the Company acquired AMK Technical Services ("AMK"), a specialty welding business.
In 2001, the Company acquired substantially all of the stock of NobelClad Europe SA, a French company (“NobelClad France”). Early in its history, NobelClad France was a licensee of the Detaclad technology. The acquisition of NobelClad France expanded the Company’s explosive metalworking operations to Europe.
In 2007, the Company acquired the German company DynaEnergetics GmbH and Co. KG (“DynaEnergetics”) and certain affiliates. DynaEnergetics was comprised of two primary businesses: explosive metalworking and oilfield products. This acquisition expanded the Company’s explosive metalworking operations in Europe and added a complementary oilfield products business.
Over the next several years the Company further grew the DynaEnergetics business by acquiring additional related sales and manufacturing companies in Canada and the United States and purchasing minority interests in certain Russian joint ventures.
In 2013, the Company branded its explosive metalworking operations under the single name NobelClad. The NobelClad segment is comprised of the Company’s U.S. clad operations as well as the explosion metalworking assets and operations purchased in the NobelClad France and DynaEnergetics acquisitions. In 2014, the Company re-branded the oilfield products segment as DynaEnergetics, which is comprised entirely of DynaEnergetics (other than its explosion metalworking operations), its subsidiaries and sister companies.
In 2014, the Company sold AMK. Also in 2014, the Company acquired a modern manufacturing and office complex in Liebenscheid, Germany. The facility enhances NobelClad's manufacturing capabilities and serves as a state-of-the-art production and administrative resource for NobelClad's European operations.
In 2016, the Company changed its name to DMC Global Inc., to reflect that we are a diversified portfolio of technical product and process businesses serving niche markets around the world.
Employees
As of December 31, 2017, we had 536 permanent and part-time employees (293 U.S. and 243 non-U.S.), the majority of whom are engaged in manufacturing operations, with the remainder primarily in sales, marketing and administrative functions. Most of our manufacturing employees are not unionized. In addition, we use a number of temporary workers at any given time, depending on the workload. We currently believe that employee relations are good.
Insurance
Our operations expose us to potential liabilities for personal injury or death as a result of the failure of a component that has been designed, manufactured, serviced, processed, or distributed by us. We maintain liability insurance that we believe adequately protects us from potential product liability claims.
Intellectual Property
Protection of Proprietary Information. We hold a variety of intellectual property through our NobelClad business, including but not limited to proprietary information and know-how, trade secrets, and registered and unregistered trademarks. Much of our proprietary manufacturing expertise lies in the knowledge of the factors that affect the quality of the finished clad product, including the types of metals to be explosion-welded, the setting of the explosion, the composition of the explosive, and the preparation of the plates to be bonded. We have developed this specialized knowledge over our 40 years of experience in the explosive metalworking business.
We hold a variety of intellectual property through our DynaEnergetics business including but not limited to patents, patent applications, registered and unregistered trademarks, trade secrets, proprietary information and know-how. We have followed a policy of seeking patent and trademark protection in countries and regions throughout the world for products and methods that appear to have commercial significance. DynaEnergetics seeks and holds numerous patents covering various products and processes, including but not limited to perforating guns and their various components, shaped charges, packaging of explosive materials, detonating cord, and electronics. No single patent or trademark is considered to be critical to DynaEnergetics' business.
We are careful in protecting our proprietary know-how and manufacturing expertise in both NobelClad and DynaEnergetics, and we have implemented measures and procedures to ensure that the information remains confidential.
Foreign and Domestic Operations and Export Sales
All of our sales are shipped from our manufacturing facilities and distribution centers located in the United States, Germany, France, Canada, and Russia. The following chart represents our net sales based on the geographic location to where we shipped the product, regardless of the country of the actual end user. NobelClad products are usually shipped to the fabricator before being passed on to the end user.
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| | | | | | | | | | | | |
| | (Dollars in Thousands) |
| | For the years ended December 31, |
| | 2017 | | 2016 | | 2015 |
United States | | $ | 116,083 |
| | $ | 78,999 |
| | $ | 81,634 |
|
Canada | | 23,377 |
| | 16,021 |
| | 13,000 |
|
United Arab Emirates | | 1,768 |
| | 7,449 |
| | 7,891 |
|
France | | 3,032 |
| | 3,744 |
| | 6,624 |
|
South Korea | | 1,173 |
| | 1,690 |
| | 5,709 |
|
Germany | | 5,397 |
| | 5,979 |
| | 5,182 |
|
Russia | | 4,504 |
| | 3,731 |
| | 4,937 |
|
India | | 2,927 |
| | 5,066 |
| | 4,566 |
|
Egypt | | 2,721 |
| | 1,942 |
| | 4,080 |
|
Spain | | 1,126 |
| | 1,500 |
| | 3,858 |
|
Iraq | | 77 |
| | 13 |
| | 3,758 |
|
China | | 3,673 |
| | 7,012 |
| | 2,426 |
|
Italy | | 1,582 |
| | 2,577 |
| | 2,327 |
|
Hong Kong | | 255 |
| | 699 |
| | 2,207 |
|
Sweden | | 2,009 |
| | 2,124 |
| | 1,699 |
|
Rest of the world | | 23,099 |
| | 20,029 |
| | 17,020 |
|
| | | | | | |
Total | | $ | 192,803 |
| | $ | 158,575 |
| | $ | 166,918 |
|
Company Information
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We therefore file periodic reports, proxy statements and other information with the Securities Exchange Commission (the “SEC”). Such reports may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549, or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.
Our Internet address is www.dmcglobal.com. Information contained on our website does not constitute part of this Annual Report on Form 10-K. Our annual report on SEC Form 10-K, quarterly reports on Forms 10-Q, current reports on Forms 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge on our website as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. We also regularly post information about our Company on our website under the "Investors" tab.
ITEM 1A. Risk Factors
Risk Factors Related to our NobelClad Segment
NobelClad’s business is dependent on sales to a limited number of customers in cyclical markets and our results are affected by the price of metals.
NobelClad revenues are affected both by the demand for NobelClad’s explosion-welded cladding services and the base price of metal used in explosion-welded cladding operations. The explosion-welded cladding market is dependent upon sales of products for use by customers in a limited number of heavy industries, including oil and gas, chemicals and petrochemicals, alternative energy, hydrometallurgy, aluminum production, shipbuilding, rail car manufacturing, power generation, and industrial refrigeration. These industries tend to be cyclical in nature and an economic slowdown in one or all of these industries-whether due to traditional cyclicality, general economic conditions or other factors-could impact capital expenditures within that industry. In addition, metals prices affect the demand for cladded products and our margins. Higher metal prices increase demand by making it more economical for customers to use cladding on less-expensive metal than using solid metal plates. Higher metal prices also lead to higher sales (in terms of dollars rather than square meters of cladding) and generally higher margins for NobelClad. We have experienced a significant decline in the demand for clad products in recent years due in part to a low-metals price environment. If demand or metals prices do not increase or decline further, our sales would be adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations.
Our backlog figures may not accurately predict future sales.
We use backlog to predict our anticipated future sales. Our year-end backlog was $37.5 million, $31.6 million, and $41.8 million in 2017, 2016 and 2015, respectively. We define “backlog” at any given point in time to consist of all firm, unfulfilled purchase orders and commitments at that time. We expect to fill most items of backlog within the following 12 months. However, since orders may be rescheduled or canceled and a significant portion of our net sales is derived from a small number of customers, backlog is not necessarily indicative of future sales levels. Moreover, we cannot be sure of when during the future 12-month period we will be able to recognize revenue corresponding to our backlog nor can we be certain that revenues corresponding to our backlog will not fall into periods beyond the 12-month horizon.
There is a limited availability of sites suitable for cladding operations.
Our cladding process involves the detonation of large amounts of explosives. As a result, the sites where we perform cladding must meet certain criteria, including adequate distance from densely populated areas, specific geological characteristics, and the ability to comply with local noise and vibration abatement regulations in conducting the process. Our shooting sites located in Pennsylvania and in Dillenburg, Germany are located in mines. We plan to discontinue our Tautavel shooting site late in 2018, and move all shooting operations in Europe to Dillenburg. This will increase the demands on the Dillenburg mine. If a mine were seriously damaged, we might not be able to locate a suitable replacement site in a timely manner to continue our operations. In addition, our primary U.S. shooting site is subleased under an arrangement pursuant to which we provide certain contractual services to the sub-landlord. The efforts to identify suitable sites and obtain permits for using the sites from local government agencies can be time-consuming and may not be successful. In addition, we could experience difficulty in obtaining or renewing permits because of resistance from residents in the vicinity of proposed sites. The failure to obtain required governmental approvals or permits could limit our ability to expand our cladding business in the future, and the failure to maintain such permits or satisfy other conditions to use the sites would have a material adverse effect on our business, financial condition and results of operations.
There is no assurance that we will continue to compete successfully against other manufacturers of competitive products.
Our explosion-welded clad products compete with explosion-welded clad products made by other manufacturers in the clad metal business located throughout the world and with clad products manufactured using other technologies. Our combined North American and European operations typically supply explosion-welded clad to the worldwide market. There is one other well-known explosion-welded clad supplier worldwide - a division of Asahi-Kasei Corporation of Japan. There are also a number of smaller companies worldwide with explosion-welded clad manufacturing capability, including several companies in China that appear to be growing significantly in their domestic markets. Explosion-welded clad products also compete with those manufactured by rollbond and weld overlay cladding processes. The technical and commercial niches of each cladding process are well understood within the industry and vary from one world market location to another. We focus on reliability, product quality, on-time delivery performance, and low-cost manufacturing to minimize the potential of future competitive threats. However, there is no guarantee we will be able to maintain our competitive position.
The use of explosives subjects us to additional regulation, and any accidents or injuries could subject us to significant liabilities.
Our operations involve the detonation of large amounts of explosives. The use of explosives is an inherently dangerous activity. As a result, we are required to use specific safety precautions under U.S. Occupational Safety and Health Administration guidelines and guidelines of similar entities in Germany and France. These include precautions which must be tak
en to protect employees from exposure to sound and ground vibration or falling debris associated with the detonation of explosives. There is a risk that an accident or death could occur in one of our facilities.
Explosions, even if occurring as intended, can lead to damage to the shooting site or manufacturing facility or to equipment used at the facility or injury or death to persons at the facility. Any accident could result in significant manufacturing delays, disruption of operations or claims for damages resulting from death or injuries, which could result in decreased sales and increased expenses. To date, we have not incurred any significant delays, disruptions or claims resulting from accidents at our facilities. If an accident occurred, we might be required to suspend our operations for a period of time while an investigation is undertaken or repairs are made. Such a delay might impact our ability to meet the demand for our products.
Customers have the right to change orders until products are completed.
Customers have the right to change orders after they have been placed. If orders are changed, the extra expenses associated with the change will be passed on to the customer. However, because a change in an order may delay completion of the project, recognition of income for the project may also be delayed.
Risk Factors Related to DynaEnergetics
Demand for DynaEnergetics’ products is substantially dependent on the levels of expenditures by the oil and gas industry. Decreased oil and gas prices and reduced expenditures in the oil and gas industry could have a significant adverse impact on our financial condition, results of operations and cash flows.
Demand for the majority of our products depends substantially on the level of expenditures by the oil and gas industry for the exploration, development and production of oil and natural gas reserves. These expenditures are generally dependent on the industry’s view of future oil and natural gas prices and are sensitive to the industry’s view of future economic growth and the resulting impact on demand for oil and natural gas. From 2014 through mid-2017, oil and gas prices declined significantly, resulting in lower expenditures by the oil and gas industry during this period. As a result, many of our customers reduced or delayed their oil and gas exploration and production spending, reducing the demand for our products and exerting downward pressure on the prices that we charged and the revenues and profits we earned during this period. This resulted in DynaEnergetics’ revenues in 2016 being 36.2% less than in 2014 and in 2015 being 27.0% less than in 2014. Although we have seen increased oil and gas prices and increased exploration and production spending in 2017, resulting in increased revenues for DynaEnergetics, there is no assurance that such conditions will continue.
There can be no assurance that the demand or pricing for oil and natural gas will continue at current levels or follow historic patterns. A decline in oil and gas prices could cause reductions in cash flows for our customers, which could have significant adverse effects on the financial condition of our customers. This could result in project modifications, delays or cancellations, general business disruptions, and delays in payment of, or nonpayment of, amounts that are owed to us. These effects could have a material adverse effect on our financial condition, results of operations and cash flows.
The prices for oil and natural gas have historically been volatile and can be affected by a variety of factors, including:
• demand for hydrocarbons, which is affected by general economic and business conditions;
• the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels for oil;
• oil and gas production levels by non-OPEC countries;
• the level of excess production capacity;
• political and economic uncertainty and geopolitical unrest;
• the level of worldwide oil and gas exploration and production activity;
• access to potential resources;
• governmental policies and subsidies;
• the costs of exploring for, producing and delivering oil and gas;
• technological advances affecting energy consumption; and
• weather conditions.
Constraints in the supply of, prices for, and availability of transportation of raw materials can have a material adverse effect on our business and consolidated results of operations.
Raw materials essential to our business, such as explosives, steel, metal powder, and electronics are normally readily available. Shortages of raw materials or long-lead times in receiving such materials as a result of high levels of demand or loss
of suppliers during market challenges can trigger constraints in the supply chain of those raw materials, particularly where we have a relationship with a single supplier for a particular resource. An increase in military activity in certain parts of the world could impact the availability of explosives as capacity could potentially be diverted to supply military requirements. These delays and constraints could have a material adverse effect on our business and consolidated results of operations. In addition, price increases imposed by our vendors for raw materials used in our business and the inability to pass these increases through to our customers could have a material adverse effect on our business and consolidated results of operations.
Failure to adjust our manufacturing and supply chain to accurately meet customers demand could adversely affect our results of operations.
We make significant decisions, including determining the levels of business that we will seek and accept, production schedules, levels of reliance on contract manufacturing and outsourcing, internal fabrication utilization and other resource requirements, based on our estimates of customer requirements. Factors that can impact our ability to accurately estimate future customer requirements include the short-term nature of many customers’ commitments, our customers’ ability to reschedule, cancel and modify orders with little or no notice and without significant penalty, the accuracy of our customers’ forecasts, and seasonal or cyclical trends in customers' industries.
To ensure availability of our products, particularly for our largest customers, we typically start manufacturing our relevant products based on our customers’ forecasts, which are not binding. As a result, we incur inventory and manufacturing costs in advance of anticipated sales that may never materialize or which may be substantially lower than expected. If actual demand for our products is lower than forecast, we may also experience higher inventory carrying and operating costs and product obsolescence. Because certain of our sales, research and development, and internal manufacturing overhead expenses are relatively fixed, a reduction in customer demand may also decrease our gross margin and operating income.
Conversely, customers often require rapid increases in production on short notice. We may be unable to secure sufficient materials or contract manufacturing capacity to meet such increases in demand. This could damage our customer relationships, reduce revenue growth and margins, subject us to additional liabilities, harm our reputation, and prevent us from taking advantage of opportunities.
Failure to manage periods of growth or contraction may seriously harm our business.
Our industry frequently sees periods of expansion and contraction to adjust to customers’ needs and market demands. We regularly contend with these issues and must carefully manage our business to meet customer and market requirements. If we fail to manage these growth and contraction decisions effectively, we may find ourselves with either excess or insufficient resources and our business and our profitability could suffer as a result.
Expansions, including the transfer of operations to other facilities or the construction of new manufacturing facilities, such as the planned new manufacturing and assembly facility and the addition of a second automated DynaSelect detonator line in Blum, Texas (together, the "Blum expansion"), include the risk of additional costs and start-up inefficiencies. If we are unable to effectively manage our expansions or related anticipated net sales are not realized, our operating results could be adversely affected. Risks of the Blum expansion project and future expansions include:
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• | increased costs associated with opening new facilities, including the ability to meet budget constraints on construction projects; |
| |
• | difficulties in the timing of expansions, including delays in the implementation of construction and manufacturing plans; |
| |
• | the inability to successfully integrate additional facilities or incremental capacity and to realize anticipated efficiencies, economies of scale or other value; |
| |
• | challenges faced as a result of transitioning programs; |
| |
• | additional fixed or other costs, or selling, general and administrative ("SG&A") expenses, which may not be fully absorbed by the new business; |
| |
• | a reduction of our return on invested capital, including as a result of excess inventory or excess capacity at new facilities; |
| |
• | diversion of management’s attention from other business areas during the planning and implementation of expansions; |
| |
• | strain placed on our operational, financial and other systems and resources, and |
| |
• | inability to locate sufficient employees or management talent to support the expansion. |
Periods of contraction or reduced net sales, or other factors affecting particular sites, create other challenges. We must determine whether facilities remain viable, whether staffing levels need to be reduced, and how to respond to changing levels
of customer demand. While maintaining excess capacity or higher levels of employment entails short-term costs, reductions in capacity or employment could impair our ability to respond to new opportunities and programs, market improvements or to maintain customer relationships. Our decisions to reduce costs and capacity can affect our short-term and long-term results and result in restructuring charges.
Demand for our products and services could be reduced by existing and future legislation or regulations.
Environmental advocacy groups and regulatory agencies in the United States and other countries have been focusing considerable attention on the emissions of carbon dioxide, methane and other greenhouse gases and their potential role in climate change. Existing or future legislation and regulations related to greenhouse gas emissions and climate change, as well as government initiatives to conserve energy or promote the use of alternative energy sources, may significantly curtail demand for and production of fossil fuels such as oil and gas in areas of the world where our customers operate, and thus adversely affect future demand for our products. This may, in turn, adversely affect our financial condition, results of operations and cash flows.
Some international, national, state and local governments and agencies have also adopted laws and regulations or are evaluating proposed legislation and regulations that are focused on the extraction of shale gas or oil using hydraulic fracturing. Hydraulic fracturing is a stimulation treatment routinely performed on oil and gas wells in low-permeability reservoirs. Specially engineered fluids are pumped at high pressure and rate into the reservoir interval to be treated, causing cracks in the target formation. Proppant, such as sand of a particular size, is mixed with the treatment fluid to keep the cracks open when the treatment is complete. Future hydraulic fracturing-related legislation or regulations could limit or ban hydraulic fracturing, or lead to operational delays and increased costs, and therefore reduce demand for our products. If such additional international, national, state or local legislation or regulations are enacted, it could adversely affect our financial condition, results of operations and cash flows.
If we are not able to design, develop, and produce commercially competitive products in a timely manner in response to changes in the market, customer requirements, competitive pressures, and technology trends, our business and consolidated results of operations and the value of our intellectual property could be materially and adversely affected.
The market for our products is characterized by continual technological developments to provide better and more reliable performance. If we are not able to design, develop, and produce commercially competitive products in a timely manner in response to changes in the market, customer requirements, competitive pressures, and technology trends, our business and consolidated results of operations and the value of our intellectual property could be materially and adversely affected. Likewise, if our proprietary technologies, equipment, facilities, or work processes become obsolete, we may no longer be competitive, and our business and consolidated results of operations could be materially and adversely affected.
The manufacturing of explosives subjects DynaEnergetics to various environmental, health and safety laws and any accidents or injuries could subject us to significant liabilities.
The use of explosives is inherently dangerous. DynaEnergetics is subject to a number of environmental, health, and safety laws and regulations covering all aspects of the business including general operating licenses, transportation domestically and internationally, storage requirements, waste disposal, manufacturing regulations, employee training and certification requirements, and labor regulations. Violation of these laws and regulations could result in significant penalties or in interruption of our business activities. DynaEnergetics’ success depends on continued compliance with applicable laws and regulations. In addition, new environmental, health and safety laws and regulations could be passed that could create costly compliance issues. While DynaEnergetics endeavors to comply with all applicable laws and regulations, compliance with future laws and regulations may not be economically feasible or even possible. Even with compliance with applicable health and safety laws, it is possible that accidents may occur, potentially resulting in injury to our employees, equipment and facilities. Any accident could result in significant manufacturing delays, disruption of operations or claims for damages resulting from death or injuries, which could result in decreased sales and increased expenses.
We may not be able to continue to compete successfully against other perforating companies.
DynaEnergetics competes principally with perforating companies based in North America, South America, and Russia, which produce and market perforating services and products. DynaEnergetics also competes with oil and gas service companies that are able to satisfy a portion of their perforating needs through in-house production. To remain competitive, DynaEnergetics must continue to provide innovative products and maintain an excellent reputation for safety, quality, on-time delivery, and value. There can be no assurances that we will continue to compete successfully against these companies.
Risk Factors Related to our Businesses Generally
Our operating results fluctuate from quarter to quarter.
We have experienced, and expect to continue to experience, fluctuations in annual and quarterly operating results caused by various factors at both NobelClad and DynaEnergetics. At NobelClad, quarterly sales and operating results depend on the volume and timing of the orders in our backlog as well as bookings during the quarter. At DynaEnergetics, the level of demand from our customers is impacted by oil and gas prices as well as a variety of other factors and can vary significantly from quarter to quarter. Significant portions of our operating expenses are fixed, and planned expenditures are based primarily on sales forecasts and product development programs. If sales do not meet our expectations in any given period, the adverse impact on operating results may be magnified by our inability to adjust operating expenses sufficiently or quickly enough to compensate for such a shortfall. Results of operations in any period should not be considered indicative of the results for any future period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Fluctuations in operating results may also result in fluctuations in the price of our common stock.
We are exposed to potentially volatile fluctuations of the U.S. dollar (our reporting currency) against the currencies of many of our operating subsidiaries.
Many of our operating subsidiaries conduct business in Euros or other foreign currencies such as the Russian Ruble. Sales made in currencies other than U.S. dollars accounted for 28%, 28%, and 23% of total sales for the years ended 2017, 2016 and 2015, respectively. Any increase (decrease) in the value of the U.S. dollar against any foreign currency that is the functional currency of any of our operating subsidiaries will cause us to experience foreign currency translation (gains) losses with respect to amounts already invested in such foreign currencies. In addition, our company and our operating subsidiaries are exposed to foreign currency risk to the extent that we or they enter into transactions denominated in currencies other than our or their respective functional currencies. For example, DynaEnergetics KG’s functional currency is Euros, but its sales often occur in U.S. dollars. Changes in exchange rates with respect to these items will result in unrealized (based upon period-end exchange rates) or realized foreign currency transaction gains and losses upon settlement of the transactions. In addition, we are exposed to foreign exchange rate fluctuations related to our operating subsidiaries’ assets and liabilities and to the financial results of foreign subsidiaries and affiliates when their respective financial statements are translated into U.S. dollars for inclusion in our Consolidated Financial Statements. Cumulative translation adjustments are recorded in accumulated other comprehensive income (loss) as a separate component of equity. Our primary exposure to foreign currency risk is the Euro due to the percentage of our U.S. dollar revenue that is derived from countries where the Euro is the functional currency and the Russian Ruble due to our operations in Tyumen, Siberia. During the third quarter of 2017, we began using foreign currency forward contracts, generally with maturities of one month, to offset foreign exchange rate fluctuations on certain foreign currency denominated asset and liability account balances. These hedge transactions relate to our operating entities with significant economic exposure to transactions denominated in currencies other than their functional currency. Our primary economic exposures include the U.S. dollar to the Euro, the U.S. dollar to the Canadian dollar, the Euro to the U.S. Dollar and the Euro to the Russian Ruble. Since the underlying balance sheet account balances being hedged can fluctuate significantly throughout our monthly hedge periods, our hedging program cannot fully protected against foreign currency fluctuations.
The terms of our indebtedness contain a number of restrictive covenants, the breach of any of which could result in acceleration of payment of our credit facilities.
As of December 31, 2017, we had an outstanding balance of approximately $18.3 million on our syndicated credit agreement. This agreement includes various covenants and restrictions and certain of these relate to the incurrence of additional indebtedness and the mortgaging, pledging or disposing of major assets. We are also required to maintain certain financial ratios on a quarterly basis. A breach of any of these covenants could impair our ability to borrow and could result in acceleration of our obligations to repay our debt, if we are unable to obtain a waiver or amendment from our lenders. As of December 31, 2017, we were in compliance with all financial covenants and other provisions of the credit agreement and our other loan agreements. Any failure to remain in compliance with any material provision or covenant of our credit agreement could result in a default, which would, absent a waiver or amendment, require immediate repayment of outstanding indebtedness under our credit facilities.
We are dependent on a relatively small number of large projects and customers for a significant portion of our net sales.
A significant portion of our net sales is derived from a relatively small number of projects and customers; therefore, the failure to complete existing contracts on a timely basis, to receive payment for such services in a timely manner, or to enter into future contracts at projected volumes and profitability levels could adversely affect our ability to meet cash requirements exclusively through operating activities. We attempt to minimize the risk of losing customers or specific contracts by
continually improving commercial execution, product quality, delivering product on time and competing aggressively on the basis of price. We expect to continue to depend upon our principal customers for a significant portion of our sales, although our principal customers may not continue to purchase products and services from us at current levels, if at all. The loss of one or more major customers or a change in their buying patterns could have a material adverse effect on our business, financial condition, and results of operations.
We are susceptible to the cyclicality of the steel industry.
Steel plate and steel pipe are key materials used our NobelClad and DynaEnergetics’ businesses. The steel industry is very cyclical and is affected significantly by supply and demand factors, general economic conditions and other factors such as worldwide production capacity, fluctuations in steel imports/exports, tariffs and quotas. Additional tariffs, such as those recently announced as planned on steel and aluminum, will increase our raw materials costs and ultimately increase the cost of our products to our customers. For our NobelClad business, this would impact our ability to compete on international projects and will negatively impact U.S. fabricators, which are strong consumers of NobelClad products. The downturn in the U.S. economy in fiscal 2010 had an adverse effect on the U.S. steel industry and on our NobelClad business. The prolonged duration of these conditions and any future downturns in the industry, or the imposition of additional tariffs and quotas, could have a material adverse effect on our business, financial condition or results of operations.
If our customers delay paying or fail to pay a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
We depend on a limited number of significant customers. For the year ended December 31, 2017, one customer represented approximately 10% of consolidated revenue, and the loss of one or more significant customers could have a material adverse effect on our business and our consolidated results of operations.
In most cases, we bill our customers for our services in arrears and are, therefore, subject to our customers delaying or failing to pay our invoices. In weak economic environments, we may experience increased delays and failures due to, among other reasons, a reduction in our customers’ cash flow from operations and their access to the credit markets. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have a material adverse effect on our liquidity, consolidated results of operations, and consolidated financial condition.
Failure to attract and retain key personnel could adversely affect our current operations.
Our continued success depends to a large extent upon the efforts and abilities of key managerial and technical employees. The loss of services of certain of these key personnel could have a material adverse effect on our business, results of operations, and financial condition. There can be no assurance that we will be able to attract and retain such individuals on acceptable terms, if at all; and the failure to do so could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to extensive government regulation and failure to comply could subject us to future liabilities and could adversely affect our ability to conduct or to expand our business.
We are subject to extensive government regulation in the United States, Germany, France, Canada and Russia, including guidelines and regulations for the purchase, manufacture, handling, transport, storage and use of explosives issued by the U.S. Bureau of Alcohol, Tobacco and Firearms; the Federal Motor Carrier Safety regulations set forth by the U.S. Department of Transportation; the Safety Library Publications of the Institute of Makers of Explosive; and similar guidelines of their European counterparts. In Germany, the transport, storage and use of explosives is governed by a permit issued under the Explosives Act (Sprengstoffgesetz). In France, the manufacture and transportation of explosives is subcontracted to a third party, who is responsible for compliance with regulations established by various state and local governmental agencies concerning the handling and transportation of explosives. Our French operations could be adversely affected if the third party does not comply with these regulations. We must comply with licensing requirements and regulations for the purchase, transport, storage, manufacture, handling and use of explosives. In addition, while our shooting sites in Tautavel, France are located outdoors, our shooting sites located in Pennsylvania and in Dillenburg, Germany are located in mines, which subject us to certain regulations and oversight of governmental agencies that oversee mines.
We are also subject to extensive environmental, health and safety regulation, as described below under “Liabilities under environmental, health and safety laws could result in restrictions or prohibitions on our facilities, substantial civil or criminal liabilities, as well as the assessment of strict liability and/or joint and several liability” and above under “The use of explosives subjects us to additional regulation, and any accidents or injuries could subject us to significant liabilities.”
In addition, the shipment of goods, services, and technology across international borders subjects us to extensive trade laws and regulations. Our import activities are governed by the unique customs laws and regulations in each of the countries where we operate. Moreover, many countries, including the United States, control the export and re-export of certain goods, services and technology and impose related export recordkeeping and reporting obligations. Governments may also impose economic sanctions against certain countries, persons, and entities that may restrict or prohibit transactions involving such countries, persons and entities, which may limit or prevent our conduct of business in certain jurisdictions.
The laws and regulations concerning import activity, export recordkeeping and reporting, export control, and economic sanctions are complex and constantly changing. These laws and regulations can cause delays in shipments and unscheduled operational downtime. Moreover, any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import and export privileges.
Any failure to comply with current and future regulations in the countries where we operate could subject us to future liabilities. In addition, such regulations could restrict our ability to expand our facilities, construct new facilities, or compete in certain markets or could require us to incur significant expenses in order to maintain compliance. Accordingly, our business, results of operations or financial condition could be adversely affected by our non-compliance with applicable regulations, by any significant limitations on our business as a result of our inability to comply with applicable regulations, or by any requirement that we spend substantial amounts of capital to comply with such regulations.
Our operations are subject to political and economic instability and risk of government actions that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.
We are exposed to risks inherent in doing business in each of the countries in which we operate. Our operations are subject to various risks unique to each country that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition. With respect to any particular country, these risks may include:
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• | political and economic instability, including: |
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◦ | civil unrest, acts of terrorism, force majeure, war, other armed conflict, and sanctions; |
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◦ | currency fluctuations, devaluations, and conversion restrictions; and |
•governmental actions that may:
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◦ | result in expropriation and nationalization of our assets in that country; |
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◦ | result in confiscatory taxation or other adverse tax policies; |
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◦ | limit or disrupt markets or our operations, restrict payments, or limit the movement of funds; |
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◦ | result in the deprivation of contract rights; and |
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◦ | result in the inability to obtain or retain licenses required for operation. |
Liabilities under environmental, health and safety laws could result in restrictions or prohibitions on our facilities, substantial civil or criminal liabilities, as well as the assessment of strict liability and/or joint and several liability.
We are subject to extensive environmental, health and safety regulation in the countries where our manufacturing facilities are located. Any failure to comply with current and future environmental and safety regulations could subject us to significant liabilities. In particular, any failure to control the discharge of hazardous materials and wastes could subject us to significant liabilities, which could adversely affect our business, results of operations or financial condition.
We and all our activities in the United States are subject to federal, state and local environmental and safety laws and regulations, including but not limited to, noise abatement and air emissions regulations, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, regulations issued and laws enforced by the labor and employment departments of the U.S. and the states in which we conduct business, the U.S. Department of Commerce, and the U.S. Environmental Protection Agency. In Germany, we and all our activities are subject to various safety and environmental regulations of the federal state which are enforced by the local authorities, including the Federal Act on Emission Control (Bundes-Immissionsschutzgesetz). The Federal Act on Emission Control permits are held by companies jointly owned by DynaEnergetics and the other companies that are located at the Troisdorf manufacturing site and are for an indefinite period of time. In France, we and all our activities are subject to state environmental and safety regulations established by various departments of the French Government, including the Ministry of Labor, the Ministry of Ecology and the Ministry of Industry, and to local environmental and safety regulations and administrative procedures established by DRIRE (Direction Régionale de l’Industrie, de la Recherche et de l’Environnement) and the Préfecture des Pyrénées Orientales. In addition, our shooting operations in France may be particularly vulnerable to noise abatement regulations because these operations are primarily co
nducted outdoors. The Dillenburg, Germany facility is operated based on a specific permit granted by the local mountain authority and must be renewed every three years.
Changes in or compliance with environmental, health and safety laws and regulations could inhibit or interrupt our operations, or require modifications to our facilities. Any actual or alleged violations of environmental, health or safety laws could result in restrictions or prohibitions on our facilities or substantial civil or criminal sanctions. Some laws and regulations impose strict liability and/or joint and several liability. In addition, under certain environmental laws, we could be held responsible for all of the costs relating to any contamination at our facilities and at third party waste disposal sites, even when such contamination was caused by a predecessor and even when the actions resulting in the contamination were lawful at the time. We could also be held liable for any and all consequences arising out of human exposure to hazardous substances or other environmental damage. Accordingly, environmental, health or safety matters may result in significant unanticipated costs or liabilities.
Our failure to comply with Foreign Corrupt Practices Act (“FCPA”) and other laws could have a negative impact on our ongoing operations.
We are subject to complex U.S. and foreign laws and regulations, such as the FCPA and the U.K. Bribery Act, and various other anti-bribery and anticorruption laws. The internal controls, policies and procedures, and employee training and compliance programs we have implemented to deter prohibited practices may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies and violating applicable laws and regulations. Any determination that we have violated or are responsible for violations of anti-bribery or anti-corruption laws could have a material adverse effect on our financial condition. Violations of international and U.S. laws and regulations may result in fines and penalties, criminal sanctions, administrative remedies, and restrictions on business conduct and could have a material adverse effect on our reputation and our business, operating results and financial condition.
Changes in or interpretation of tax law and currency/repatriation control could impact the determination of our income tax liabilities for a tax year.
We have worldwide operations. Consequently, we are subject to the jurisdiction of a significant number of taxing authorities. The income earned in these various jurisdictions is taxed on differing bases, including net income actually earned, net income deemed earned, and revenue-based tax withholding. The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties, and related authorities in each jurisdiction, as well as the use of estimates and assumptions regarding the scope of future operations and results achieved and the timing and nature of income earned and expenditures incurred. Changes in the operating environment, including changes in or interpretation of tax law and currency/repatriation controls, could impact the determination of our income tax liabilities for a tax year.
The enactment of legislation implementing changes in taxation of international business activities, the adoption of other corporate tax reform policies, or changes in tax legislation or policies could materially impact our financial position and results of operations.
Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutiny and tax reform legislation is being proposed or enacted in a number of jurisdictions. For example, the 2017 Tax Reform Act, among other things, reduced the U.S. corporate income tax rate, and imposed base-erosion prevention measures on non-U.S. earnings of U.S. entities as well as a one-time mandatory deemed repatriation tax on accumulated non-U.S. earnings of U.S. entities. The 2017 Tax Reform Act will affect the tax position reflected on our Consolidated Balance Sheets and our obligations for cash taxes of our U.S. entities and will have a corresponding impact on our consolidated financial results starting in the first quarter of our fiscal year 2018.
In addition, many countries are beginning to implement legislation and other guidance to align their international tax rules with the Organisation for Economic Co-operation’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer-pricing documentation rules, and nexus-based tax incentive practices. As a result of the heightened scrutiny of corporate taxation policies, prior decisions by tax authorities regarding treatments and positions of corporate income taxes could be subject to enforcement activities, and legislative investigation and inquiry, which could also result in changes in tax policies or prior tax rulings. Any such changes in policies or rulings may also result in the taxes we previously paid being subject to change.
Due to the large scale of our international business activities any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives may materially and adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally.
Work stoppages and other labor relations matters may make it substantially more difficult or expensive for us to produce our products, which could result in decreased sales or increased costs, either of which would negatively impact our financial condition and results of operations.
We are subject to the risk of work stoppages and other labor relations matters, particularly in Germany and France, where some of our employees are unionized. In the fourth quarter of 2014, we experienced a total of 11 days work stoppage at our facility in Rivesaltes, France related to the consolidation program of NobelClad's European explosion welding operations. We could experience additional strikes or work stoppages in the future as a result of our planned closure of manufacturing operations in Rivesaltes, France during 2018. The employees at our U.S. manufacturing facilities are not unionized. Any prolonged work stoppage or strike at any one of our principal facilities could have a negative impact on our business, financial condition or results of operations.
We are subject to litigation and may be subject to additional litigation in the future.
We are currently, and may in the future become, subject to litigation, arbitration or other legal proceedings with other parties. Managing or defending such legal proceedings may result in substantial legal fees, expenses and costs and diversion of management resources. If decided adversely to DMC, these legal proceedings, or others that could be brought against us in the future, could have a material adverse effect on our financial position or prospects. For a more detailed discussion of pending litigation, see Note 8 to our Consolidated Financial Statements.
In the event of a dispute arising at our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or arbitral panels, or may not be successful in subjecting foreign persons to the jurisdiction of courts or arbitral panels in the United States. Our inability to enforce our rights and the enforcement of rights on a prejudicial basis by foreign courts or arbitral panels could have an adverse effect on our results of operations and financial position.
Our failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could materially and adversely affect our competitive position.
We rely on a variety of intellectual property rights that we use in our products and services. We may not be able to successfully preserve these intellectual property rights in the future, and these rights could be invalidated, circumvented, or challenged. In addition, the laws of some foreign countries in which our products and services may be sold do not protect intellectual property rights to the same extent as the laws of the United States. Our failure to protect our proprietary information and any successful intellectual property challenges or infringement proceedings against us could materially and adversely affect our competitive position. Our competitors may be able to develop technology independently that is similar to ours without infringing on our patents or gaining access to our trade secrets, which could adversely affect our financial condition, results of operations and cash flows.
We may be subject to litigation if another party claims that we have infringed upon its intellectual property rights.
The tools, techniques, methodologies, programs and components we use to provide our services may infringe upon the intellectual property rights of others. We have an active freedom to operate review process for our technology, but there is no assurance that future infringement claims will not be asserted. Infringement claims, such as those raised in the ongoing GEODynamics litigation, generally result in significant legal and other costs and may distract management from running our core business even if we are ultimately successful. In the event of any adverse ruling in any intellectual property litigation, we could be required to pay substantial damages, cease the manufacturing, use and sale of infringing products, discontinue the use of certain processes or obtain a license from the third party claiming infringement with royalty payment obligations by us. We also have certain indemnification obligations to customers with respect to the infringement of third party intellectual property rights by our products, which may increase our costs.
A failure in our information technology systems or those of third parties, including those caused by security breaches, cyber-attacks or data protection failures, could disrupt our business, damage our reputation and causes losses.
We are dependent upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. Cybersecurity incidents, in particular, are evolving and
include, but are not limited to, malicious software, attempts to gain unauthorized access to data and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and the corruption of data. Various measures have been implemented to manage our risks related to information technology systems and network disruptions. However, given the unpredictability of the timing, nature and scope of information technology disruptions, we could potentially be subject to production downtimes, operational delays, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks or financial losses from remedial actions, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.
We outsource certain technology and business process functions to third parties and may increasingly do so in the future. If we do not effectively develop, implement and monitor our outsourcing strategy, third party providers do not perform as anticipated or we experience technological or other problems with a transition, we may not realize productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and loss of business. Our outsourcing of certain technology and business processes functions to third parties may expose us to enhanced risks related to data security, which could result in monetary and reputational damages. In addition, our ability to receive services from third party providers may be impacted by cultural differences, political instability, unanticipated regulatory requirements or policies. As a result, our ability to conduct our business may be adversely affected.
The regulatory environment surrounding information security and privacy is increasingly demanding. We are subject to numerous U.S. federal and state laws and non-U.S. laws and regulations governing the protection of personal and confidential information of our customers and employees. In particular, the European Union (“E.U.”) has adopted the General Data Protection Regulation, or GDPR, which is scheduled to go into effect in May 2018 and contains numerous requirements that must be complied with when handling the personal data of E.U. based data subjects. We will be subject to the GDPR with respect to our E.U. operations and employees. These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict. In particular, as the E.U. states reframe their national legislation to prepare for and harmonize with the GDPR, we will need to monitor compliance with all relevant E.U. member states' laws and regulations, including where permitted derogations from the GDPR are introduced.
The introduction of the GDPR, and any resultant changes in E.U. member states' national laws and regulations, may increase our compliance obligations and may necessitate the review and implementation of policies and processes relating to our collection and use of data. This increase in compliance obligations could also lead to an increase in compliance costs which may have an adverse impact on our business, financial condition or results of operations. If any person, including any of our employees or those with whom we share such information, negligently disregards or intentionally breaches our established controls with respect to our client or employee data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. For example, under the GDPR there are significant new punishments for noncompliance which could result in a penalty of up to the greater of €20 million or 4% of a firm's global annual revenue. In addition, a data breach could result in negative publicity which could damage our reputation and have an adverse effect on our business, financial condition or results of operations.
To the extent that we seek to expand our business through acquisitions, we may experience issues in executing acquisitions or integrating acquired operations.
From time to time, we examine opportunities to make selective acquisitions in order to increase shareholder return by increasing our total available markets, expanding our existing operations and, potentially, generating synergies. The success of any acquisition depends on a number of factors, including, but not limited to:
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• | identifying suitable candidates for acquisition and negotiating acceptable terms; |
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• | obtaining approval from regulatory authorities and potentially DMC’s shareholders; |
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• | maintaining our financial and strategic focus and avoiding distraction of management during the process of integrating the acquired business; |
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• | implementing our standards, controls, procedures and policies at the acquired business and addressing any pre-existing liabilities or claims involving the acquired business; and |
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• | to the extent the acquired operations are in a country in which we have not operated historically, understanding the regulations and challenges of operating in that new jurisdiction. |
There can be no assurance that we will be able to conclude any acquisitions successfully or that any acquisition will achieve the anticipated synergies or other positive results. Any material problems that we encounter in connection with such an acquisition could have a material adverse effect on our business, results of operations and financial position.
If we fail to establish and maintain adequate internal controls over financial reporting, we may not be able to report our financial results in a timely and reliable manner, which could harm our business and impact the value of our securities.
We depend on our ability to produce accurate and timely financial statements in order to run our business. If we fail to do so, our business could be negatively affected and our independent registered public accounting firm may be unable to attest to the fair presentation of our Consolidated Financial Statements in accordance with U.S. generally accepted accounting principles (“GAAP”) and the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Effective internal controls are necessary for us to provide reliable financial reports and to effectively prevent fraud. If we cannot provide reliable financial reports and effectively prevent fraud, our reputation and operating results could be harmed. Even effective internal controls have inherent limitations including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting in future periods are subject to the risk that the control may become inadequate because of changes in conditions or a deterioration in the degree of compliance with the policies or procedures.
If we fail to maintain adequate internal controls, including any failure to implement new or improved controls, or if we experience difficulties in their execution, we could fail to meet our reporting obligations, and there could be a material adverse effect on our business and financial results. In the event that our current control practices deteriorate, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of our stock may be adversely affected.
Risk Factors Related to Our Common Stock
The price of our common stock may be volatile, which may make it difficult for you to resell the common stock when you want or at prices you find attractive.
The market price and volume of our common stock may be subject to significant fluctuations due to general stock market conditions and/or a change in sentiment in the market regarding our operations, business prospects or liquidity. Among the factors that could affect the price of our common stock are:
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• | changes in the oil and gas, industrial, or infrastructure markets; |
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• | operating and financial performance that vary from the expectations of management, securities analysts and investors; |
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• | developments in our business or in our business sectors generally; |
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• | regulatory changes affecting our industry generally or our business and operations; |
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• | the operating and stock price performance of companies that investors consider to be comparable to us; |
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• | announcements of strategic developments, acquisitions and other material events by us or our competitors; |
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• | our ability to integrate and operate the companies and the businesses that we acquire; and |
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• | changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility. |
The stock markets in general have experienced extreme volatility that has at times been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.
Holders of our common stock may not receive dividends.
Holders of our common stock are entitled to receive only such dividends as our Board of Directors may declare out of funds legally available for such payments. We are incorporated in Delaware and governed by the Delaware General Corporation Law. Delaware law allows a corporation to pay dividends only out of surplus, as determined under Delaware law or, if there is no surplus, out of net profits for the fiscal year in which the dividend was declared and for the preceding fiscal year. Under Delaware law, however, we cannot pay dividends out of net profits if, after we pay the dividend, our capital would be impaired. Our ability to pay dividends will be subject to our future earnings, capital requirements and financial condition, as well as our compliance with covenants and financial ratios related to existing or future indebtedness. Although we have historically declared cash dividends on our common stock, we are not required to do so and our Board of Directors may modify the dividend policy or reduce, defer or eliminate our common stock dividend in the future.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 2. Properties
Corporate Headquarters
Our corporate headquarters are located in Boulder, Colorado. The term of the lease for the office space is through November 30, 2022.
NobelClad
We own our principal domestic manufacturing site, which is located in Mount Braddock, Pennsylvania. We currently lease our primary domestic shooting site, which is located in Dunbar, Pennsylvania, and we also have license and risk allocation agreements relating to the use of a secondary shooting site, Coolspring, that is located within a few miles of the Mount Braddock, facility. The shooting site in Dunbar and the nearby secondary shooting site support our Mount Braddock facility. The lease for the Dunbar property will expire on December 15, 2020, but we have options to renew the lease which extend through December 15, 2029. The license and risk allocation agreements will expire on December 31, 2018, and we have provided notice of the intent to renew these agreements through December 31, 2028.
NobelClad owns a manufacturing site in Liebenscheid, Germany as well as a mine used as a shooting site in Dillenburg, Germany. We lease buildings and land around the mine to ensure access to the shooting site. The leases associated with the Dillenburg shooting site expire August 31, 2021. NobelClad owns the land and the buildings housing its operations in Rivesaltes, France.
DynaEnergetics
DynaEnergetics leases a manufacturing site and sales office in Troisdorf, Germany. The Troisdorf manufacturing site lease expires December 31, 2020. The sales office lease expires December 31, 2020. In the U.S., DynaEnergetics owns manufacturing and assembly sites in Texas and assembly operations in Pennsylvania and leases storage bunkers and office and warehouse space in various cities throughout Texas, Oklahoma, and Louisiana. DynaEnergetics also leases office and warehouse space and bunkers for storage of its explosives in various cities throughout Alberta, Canada. We also lease office space in Moscow, Russia. DynaEnergetics acquired 100% ownership of the land for its manufacturing site and sales office site in Tyumen, Siberia, which it previously leased.
The tables below summarize our properties by segment, including their location, type, size, whether owned or leased and expiration terms, if applicable.
Corporate Headquarters
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Location | | Property Type | | Property Size | | Owned/Leased | | Expiration Date of Lease (if applicable) |
Boulder, Colorado | | Corporate and Sales Office | | 14,630 sq. ft. | | Leased | | November 30, 2022 |
NobelClad
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| | | | | | | | |
Location | | Property Type | | Property Size | | Owned/Leased | | Expiration Date of Lease (if applicable) |
Mt. Braddock, Pennsylvania (a) | | Clad plate manufacturing and administration office | | Land: 14 acres Buildings: 101,300 sq. ft. | | Owned | | |
Dunbar, Pennsylvania | | Clad plate shooting site | | Land: 322 acres Buildings: 15,960 sq. ft. | | Leased | | December 15, 2020, with renewal options through December 15, 2029 |
Cool Spring, Pennsylvania | | Clad plate shooting site | | 1,200,000 sq. ft. | | Leased | | December 31, 2018, with renewal options through December 31, 2028 |
Rivesaltes, France | | Clad plate manufacturing, sales and administration office | | Land: 6.6 acres Buildings: 49,643 sq. ft. | | Owned | | |
Tautavel, France (b) | | Clad shooting site | | 116 acres | | 109 acres owned, 7 acres leased | | December 31, 2021 with renewal options |
Dillenburg, Germany | | Clad plate shooting site | | 11.4 acres | | Owned | | |
| | | | 31,345 sq. ft. | | Leased | | August 31, 2021 |
Würgendorf, Germany (b) | | Manufacturing | | Land: 24.6 acres | | Owned | | |
| | | | Storehouse 174 and 265: 2,756 sq. ft. | | Leased | | December 31, 2020 with renewal options through December 31, 2025 |
| | | | Building: 34,251 sq. ft. | | Owned | | |
Liebenscheid, Germany | | Manufacturing | | Land: 10.47 acres Buildings: 125,394 sq. ft. | | Owned | | |
DynaEnergetics
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| | | | | | | | |
Location | | Property Type | | Property Size | | Owned/Leased | | Expiration Date of Lease (if applicable) |
Troisdorf, Germany | | Manufacturing and administration office | | Manufacturing: 263,201 sq. ft. Office: 2,033 sq. ft. | | Leased | | December 31, 2020, with renewal options for 5 years |
Troisdorf, Germany | | Office, Sieglarer Strasse | | 9,203 sq. ft. | | Leased | | February 28, 2019 with yearly renewal options |
Liebenscheid, Germany | | Manufacturing and office | | 91, 493 sq. ft. | | Owned | | |
Edmonton, Alberta (c) | | Sales office and warehouse | | 24,000 sq. ft. | | Leased | | January 31, 2019 |
Grande Prairie, Alberta | | Sales office and warehouse | | 3,504 sq. ft. | | Leased | | December 31, 2019 |
Grande Prairie, Alberta | | Storage magazines | | 144 sq. ft. | | Leased | | Month to month agreement |
Red Deer, Alberta (d) | | Sales office and warehouse | | 12,500 sq. ft. | | Leased | | March 30, 2018 |
Red Deer, Alberta | | Storage magazines | | 1,000 sq. ft. | | Leased | | Lease is continuous until either party gives 120 days notice |
Bonnyville, Alberta (c) | | Sales office and warehouse | | 5,355 sq. ft. | | Leased | | April 30, 2019 |
Bonnyville, Alberta | | Storage magazines | | 95 sq. ft. | | Leased | | Month to month agreement |
Andrews, Texas | | Office and warehouse | | 4,000 sq. ft. | | Leased | | Month to month agreement |
Andrews, Texas | | Land for magazines | | 600 sq. ft. | | Leased | | Month to month agreement |
Houston, Texas | | Office | | 4,572 sq. ft. | | Leased | | April 30, 2023 |
Blum, Texas | | Office, warehouse, and manufacturing | | 16,800 sq. ft. | | Owned | | |
Blum, Texas | | Land for magazines | | 206.3 acres | | Owned | | |
Victoria, Texas | | Office and warehouse | | 4,000 sq. ft. | | Leased | | Month to month agreement |
Victoria, Texas | | Storage magazine | | 8,000 sq. ft. | | Leased | | Month to month agreement |
Whitney, Texas | | Office, warehouse, and manufacturing | | 36,000 sq. ft. | | Owned | | |
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Location | | Property Type | | Property Size | | Owned/Leased | | Expiration Date of Lease (if applicable) |
Lafayette, Louisiana | | Office and warehouse | | 6,800 sq. ft. | | Leased | | Month to month agreement |
Beaux Bridge, Louisiana | | Storage magazine | | 600 sq. ft. | | Leased | | Month to month agreement |
Dunbar, Pennsylvania | | Storage magazines | | 400 sq. ft. | | Owned | | |
Mt. Braddock, Pennsylvania | | Office and warehouse | | 661 sq. ft. | | Owned | | |
Oklahoma City, OK | | Office and Warehouse | | 5900 sq ft. | | Leased | | May 31,2018 |
Oklahoma City, OK | | Storage Magazines | | 24 sq ft. | | Leased | | May 31,2018 |
Russia, Nizhnetavdinskiy District | | Land | | 59.7 acres | | Owned | | |
| | | | 1.6 acres | | Owned | | |
Russia, Nizhnetavdinskiy District | | Office | | 9,860 sq. ft. | | Owned | | |
Russia, Nizhnetavdinskiy District | | Manufacturing | | 58,216 sq. ft. | | Owned | | |
Noyabrsk, Russia | | Warehouse | | 3,229 sq. ft. | | Leased | | December 31, 2018 |
Urengoy, Russia | | Warehouse | | 900 sq. ft. | | Leased | | December 31, 2018 |
Nizhnevartovsk, Russia | | Warehouse | | 900 sq. ft. | | Leased | | December 31, 2018 |
Kogalym, Russia | | Warehouse | | 800 sq. ft. | | Leased | | December 31, 2018 |
Sheremetyevo, Russia (Mezdunarodnoye Shosse 9) | | Warehouse | | Any shipped quantity of goods | | Leased | | Not limited |
Aktobe, Kazakhstan | | Sales Office | | 548 sq. ft. | | Owned | | |
Aktobe, Kazakhstan | | Land (sales office) | | 0.09 acres | | Owned | | |
(a) The Mt. Braddock, Pennsylvania location is also used as a manufacturing and distribution center for our DynaEnergetics business segment.
(b) In connection with the purchase of the manufacturing facility in Liebenscheid, Germany, NobelClad ceased use of the manufacturing facility in Würgendorf, Germany in the first quarter of 2015. Though NobelClad ceased use of the leased property in Tautevel, France in the first quarter of 2015, the lease agreement remained in effect in order to have access to a redundant shooting site.
(c) The Edmonton, Alberta sales office and warehouse and a portion of the Bonnyville, Alberta sales office and warehouse have been subleased for the duration of their remaining leases.
(d) The Red Deer, Alberta sales office has been vacant since December 31, 2016.
ITEM 3. Legal Proceedings
Anti-dumping and Countervailing Duties
In June 2015, U.S. Customs and Border Protection (“U.S. Customs”) sent us a Notice of Action that proposed to classify certain of our imports as subject to anti-dumping duties pursuant to a 2010 anti-dumping duty (“AD”) order on Oil Country Tubular Goods (“OCTG”) from China. A companion countervailing duty (“CVD”) order on the same product is in effect as well. The Notice of Action covered one entry of certain raw material steel mechanical tubing made in China and imported into the U.S. from Canada by our DynaEnergetics segment during 2015 for use in manufacturing perforating guns.
In July 2015, we sent a response to U.S. Customs outlining the reasons our mechanical tubing imports do not fall within the scope of the AD order on OCTG from China and should not be subject to anti-dumping duties. U.S. Customs proposed to take similar action with respect to other entries of this product and requested an approximately $1,100 cash deposit or bond for AD/CVD duties.
In August 2015, we posted the bond of approximately $1,100 to U.S. Customs. Subsequently, U.S. Customs declined to conclude on the Company's assertion that the mechanical tubing the Company has been importing is not within the scope of the AD order on OCTG from China. As a result, on September 25, 2015 the Company filed a request for a scope ruling with the U.S. Department of Commerce ("Commerce Department").
On February 15, 2016, the Company received the Commerce Department’s scope ruling, which determined certain imports, primarily used for gun carrier tubing, are included in the scope of the AD/CVD orders on OCTG from China and thus are subject to AD/CVD duties.
On March 11, 2016, the Company filed an appeal with the U.S. Court of International Trade (“CIT”) related to the Commerce Department’s scope ruling. On February 7, 2017, the CIT remanded the scope ruling to the Commerce Department to reconsider its determination. The Commerce Department filed its remand determination with the CIT on June 7, 2017 continuing to find that the Company's imports at issue are within the scope of the AD/CVD orders on OCTG from China. This determination is subject to the CIT's review in the ongoing appeal, which is continuing.
On December 27, 2016, we received notice from U.S. Customs that it may pursue penalties against us related to the AD/CVD issue and demanding tender of alleged loss of AD/CVD duties in an amount of $3,049, which was covered by our reserve. We filed a response to the notice on February 6, 2017 asserting our position that any decision to pursue penalties would be premature in light of the status of the CIT appeal and that penalties would not be appropriate under the applicable legal standards. On February 16, 2017, we received notice that U.S. Customs was seeking penalties in the amount of $14,783. U.S. Customs also reasserted its demand for tender of alleged loss of AD/CVD duties in the amount of $3,049. We tendered $3,049 in AD amounts (“Tendered Amounts”) on March 6, 2017 into a suspense account pending ultimate resolution of the AD/CVD case. We believe that this penalty assessment is premature and patently unreasonable in the face of the ongoing CIT appeal and that penalties are not appropriate under applicable legal standards. Further, even if penalties are found to be justified, we believe the amount of penalties asserted by U.S. Customs is unreasonable and subject to challenge on various grounds. We submitted a petition for relief and mitigation of penalties on May 17, 2017 asserting these and other points and seeking a stay of the penalty proceedings pending ultimate resolution of the CIT appeal and any further appeals. We are awaiting a response from U.S. Customs and U.S. Customs Headquarters on this petition.
For the year ended December 31, 2017, the Company recorded $108 of interest on its reserve for AD/CVD duties, bringing the total reserved amount related to AD/CVD duties as of December 31, 2017 to $3,609. The Tendered Amounts were applied to reduce the reserve. The Company will continue to incur legal defense costs and could also be subject to additional interest and penalties. Accruals for the potential penalties discussed above are not reflected in our financial statements as of December 31, 2017 as we do not believe they are probable at this time.
Patent and Trademark Infringement
On September 22, 2015, GEODynamics, Inc., a US-based oil and gas perforating equipment manufacturer based in Fort Worth, TX, filed a patent and trademark infringement action against DynaEnergetics US, Inc., (“DynaEnergetics”), a wholly owned subsidiary of DMC, in the United States District Court for the Eastern District of Texas (“District Court”) regarding alleged infringement of US Patent No. 9,080,431 granted on July 14, 2015 (the “431 patent”) and a related US trademark for REACTIVE, alleging that DynaEnergetics’ US sales of DPEX® shaped charges infringe the 431 patent and the trademark. The case went to trial in late March 2017, and on March 30, 2017, the jury found in favor of DynaEnergetics on all counts. A bench trial on related matters, including the trademark infringement action occurred on April 20, 2017, and the Court ordered cancellation of GEODynamics' REACTIVE trademark. In December 2017, the Court ordered GEODynamics to reimburse DynaEnergetics for certain of its attorney's fees incurred in connection with the trademark action.
On July 1, 2016, GEODynamics filed a second patent infringement action against DynaEnergetics in District Court alleging infringement of US Patent No. 8,544,563 (the “563 patent”), also based on DynaEnergetics’ US sales of DPEX® shaped charges. DynaEnergetics denies validity and infringement of the 563 patent and has vigorously defended itself against this lawsuit. As part of that defense, on September 20, 2016, DynaEnergetics filed an Inter Parties Review (IPR) against the 563 patent at the U.S. Patent Trial and Appeal Board (“PTAB”), requesting invalidation of the 563 patent. On March 17, 2017, DynaEnergetics' IPR request was instituted by the PTAB, and on March 1, 2018, PTAB issued its decision in favor of DynaEnergetics, invalidating all challenged claims of the 563 patent. Trial on the 563 patent remains stayed at this time, and DynaEnergetics plans to file for dismissal of the District Court case at the appropriate time.
On April 28, 2017, GEODynamics filed a third patent infringement action against DynaEnergetics in District Court alleging infringement of U.S. Patent No. 8,220,394 (the “394 patent”), based on DynaEnergetics' sales of its DPEX and HaloFrac® shaped charges. DynaEnergetics denies validity and infringement of the 394 patent and plans to vigorously defend against this lawsuit. On August 28, 2017, DynaEnergetics filed an IPR against the 394 patent at the PTAB, requesting invalidation of the 394 patent. PTAB's decision on whether to institute the IPR is expected in mid-March 2018.
On August 21, 2017, GEODynamics filed a patent infringement action against DynaEnergetics GmbH & Co. KG and DynaEnergetics Beteiligungs GmbH, both wholly owned subsidiaries of DMC (collectively, “DynaEnergetics EU”), in the Regional Court of Düsseldorf, Germany, alleging infringement of the German part DE 60 2004 033 297 of European patent EP 1 671 013 B1 granted on June 29, 2011, a patent related to the 394 patent (the “EP 013 patent”). This action is based on the manufacturing, sale and marketing of DPEX® shaped charges in Germany. DynaEnergetics EU denies validity and infringement of the EP 013 patent and plans to vigorously defend against this lawsuit. DynaEnergetics EU filed its defense at the Regional Court of Düsseldorf and a nullity action against EP 013 at the German Federal Patent Court on February 14, 2018. A trial in the infringement proceedings is not yet scheduled but expected in the fourth quarter of 2018, and a trial in the nullity action is not expected before late 2019.
On September 27, 2017, DynaEnergetics GmbH & Co. KG filed a revocation action in the Patents Court, Shorter Trials Scheme in the UK against GEODynamics, asserting that the EP 013 patent, as maintained in the UK, is invalid. GEODynamics filed its defense and a counterclaim alleging infringement of the EP 013 patent in November 2017 based on sales and marketing of DPEX® shaped charges in the UK. DynaEnergetics denies validity and infringement of the EP 013 patent and plans to vigorously challenge the EP 013 patent and defend against this lawsuit. Trial is currently expected to occur in October 2018.
We do not believe that the 563 patent, the 394 patent, the EP 013 patent or infringement claims based on the patents are valid, and we do not believe it is probable that we will incur a material loss on the 563 matter, the 394 matter or the EP 013 matter. However, if it is determined that the patents are valid and that DynaEnergetics or DynaEnergetics EU, as applicable, has infringed them, it is reasonably possible that our financial statements could be materially affected. We are not able to provide a reasonable estimate of the range of loss, and we have not accrued for any such losses. Such an evaluation includes, among other things, a determination of the total number of infringing sales in the United States or infringing products manufactured in Germany, as applicable, what a reasonable royalty, if any, might be under the circumstances; or, alternatively, the scope of damages and the relevant period for which damages would apply, if any.
ITEM 4. Mine Safety Disclosures
Our Coolspring property is subject to regulation by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (The "Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the year ended December 31, 2017, we had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is publicly traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “BOOM.” The following table sets forth quarterly high and low sales prices for the common stock during our last two fiscal years, as reported by Nasdaq.
|
| | | | | | | | |
2017 | | High | | Low |
First Quarter | | $ | 17.00 |
| | $ | 11.75 |
|
Second Quarter | | $ | 15.55 |
| | $ | 11.60 |
|
Third Quarter | | $ | 18.45 |
| | $ | 12.43 |
|
Fourth Quarter | | $ | 26.15 |
| | $ | 16.30 |
|
|
| | | | | | | | |
2016 | | High | | Low |
First Quarter | | $ | 7.23 |
| | $ | 4.84 |
|
Second Quarter | | $ | 11.62 |
| | $ | 5.98 |
|
Third Quarter | | $ | 12.38 |
| | $ | 9.20 |
|
Fourth Quarter | | $ | 17.19 |
| | $ | 9.80 |
|
As of March 7, 2018, there were 252 holders of record of our common stock (does not include beneficial holders of shares held in “street name”).
Dividend Policy
We declared and paid quarterly dividends aggregating $0.08 per share in 2017 and $0.08 per share in 2016. We may pay quarterly dividends subject to capital availability and periodic determinations that cash dividends are in the best interests of our stockholders, but we cannot assure you that such payments will continue. Future dividends may be affected by, among other items, our views on potential future capital requirements, future business prospects, debt covenant compliance considerations, changes in income tax laws, and any other factors that our Board of Directors deems relevant. Any determination to pay cash dividends will be at the discretion of the Board of Directors.
Equity Compensation Plan
Refer to “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance under our equity compensation plans, which is incorporated in this Item by this reference.
Stock Performance Graph
The following graph compares the performance of our common stock with the Nasdaq Non-Financial Stocks Index and the Nasdaq Composite (U.S.) Index. The comparison of total return (change in year-end stock price plus reinvested dividends) for each of the years assumes that $100 was invested on December 31, 2012, in each of the Company, the Nasdaq Non-Financial Stocks Index and the Nasdaq Composite (U.S.) Index with investment weighted on the basis of market capitalization. The comparisons in the graph below are based upon historical data and are not indicative of, or intended to forecast, future performance of our common stock.
|
| | | | | | |
Total Return Analysis | 12/31/12 | 12/31/13 | 12/30/14 | 12/31/15 | 12/31/16 | 12/31/17 |
DMC Global Inc. | $100 | $156.40 | $115.252 | $50.2878 | $114.029 | $180.216 |
Nasdaq Non-Financial Stocks | $100 | $136.92 | $163.48 | $179.42 | $192.48 | $255.98 |
Nasdaq Composite (U.S.) | $100 | $133.48 | $150.12 | $150.84 | $170.46 | $206.91 |
ITEM 6. Selected Financial Data
The following selected financial data should be read in conjunction with the Consolidated Financial Statements, including the related Notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In October 2014, we completed the sale of AMK; years 2014 and 2013 reflect the classification of AMK into discontinued operations.
|
| | | | | | | | | | | | | | | | | | | | |
| | (Dollars in Thousands, Except Per Share Data) |
| | Year Ended December 31, |
Statement of Operations | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
Net sales | | $ | 192,803 |
| | $ | 158,575 |
| | $ | 166,918 |
| | $ | 202,561 |
| | $ | 202,060 |
|
Gross profit | | 59,391 |
| | 38,680 |
| | 35,624 |
| | 61,419 |
| | 58,134 |
|
Costs and expenses | | 49,784 |
| | 42,752 |
| | 43,776 |
| | 47,973 |
| | 47,156 |
|
Restructuring expenses | | 4,283 |
| | 1,202 |
| | 4,063 |
| | 6,781 |
| | — |
|
Goodwill impairment | | 17,584 |
| | — |
| | 11,464 |
| | — |
| | — |
|
Income (loss) from operations | | (12,260 | ) | | (5,274 | ) | | (23,679 | ) | | 6,665 |
| | 10,978 |
|
Other expense, net | | (3,024 | ) | | (434 | ) | | (2,410 | ) | | (826 | ) | | (1,169 | ) |
Income (loss) before income taxes, discontinued operations and non-controlling interest | | (15,284 | ) | | (5,708 | ) | | (26,089 | ) | | 5,839 |
| | 9,809 |
|
Income tax provision (benefit) | | 3,569 |
| | 797 |
| | (2,118 | ) | | 3,913 |
| | 3,736 |
|
Income (loss) from continuing operations | | (18,853 | ) | | (6,505 | ) | | (23,971 | ) | | 1,926 |
| | 6,073 |
|
Income from discontinued operations | | — |
| | — |
| | — |
| | 641 |
| | 478 |
|
Net income attributable to non-controlling interest | | — |
| | — |
| | — |
| | — |
| | 92 |
|
Net income (loss) attributable to DMC Global Inc. | | $ | (18,853 | ) | | $ | (6,505 | ) | | $ | (23,971 | ) | | $ | 2,567 |
| | $ | 6,459 |
|
Net income (loss) per share attributable to DMC Global Inc. - Basic: | | |
| | |
| | |
| | | | |
|
Continuing operations | | $ | (1.31 | ) | | $ | (0.46 | ) | | $ | (1.72 | ) | | $ | 0.13 |
| | $ | 0.44 |
|
Discontinued operations | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 0.05 |
| | $ | 0.03 |
|
Net income (loss) | | $ | (1.31 | ) | | $ | (0.46 | ) | | $ | (1.72 | ) | | $ | 0.18 |
| | $ | 0.47 |
|
Net income (loss) per share attributable to DMC Global Inc. - Diluted: | | | | | | | | | | |
Continuing operations | | $ | (1.31 | ) | | $ | (0.46 | ) | | $ | (1.72 | ) | | $ | 0.13 |
| | $ | 0.44 |
|
Discontinued operations | | $ | — |
| | $ | — |
| | $ | — |
| | $ | 0.05 |
| | $ | 0.03 |
|
Net income (loss) | | $ | (1.31 | ) | | $ | (0.46 | ) | | $ | (1.72 | ) | | $ | 0.18 |
| | $ | 0.47 |
|
| | | | | | | | | | |
Dividends Declared per Common Share | | $ | 0.08 |
| | $ | 0.08 |
| | $ | 0.14 |
| | $ | 0.16 |
| | $ | 0.16 |
|
| | | | | | | | | | |
Financial Position | | |
| | |
| | |
| | | | |
|
Total assets | | $ | 173,083 |
| | $ | 162,555 |
| | $ | 219,329 |
| | $ | 219,329 |
| | $ | 240,545 |
|
Lines of credit | | $ | 17,984 |
| | $ | 15,732 |
| | $ | 22,782 |
| | $ | 22,782 |
| | $ | 26,400 |
|
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our historical Consolidated Financial Statements and notes, as well as the selected historical consolidated financial data included elsewhere in this annual report.
Unless stated otherwise, all dollar figures in this report are presented in thousands (000s). N/M indicates that the change in dollars or percentage was not meaningful.
Overview
General
DMC operates a diversified family of technical product and process businesses serving the energy, industrial and infrastructure markets. Our businesses operate through a global network of manufacturing, distribution and sales facilities. Our business is organized into two segments: NobelClad and DynaEnergetics.
Our diversified segments each provide a suite of unique technical products to niche sectors of the global energy, industrial and infrastructure markets, and each has established a strong or leading position in the markets in which it participates. With an underlying focus on generating free cash flow, our objective is to sustain and grow the market share of our businesses through increased market penetration, development of new applications, and research and development of new and adjacent products that can be sold across our global network of sales and distribution facilities. We routinely explore acquisitions of related businesses that could strengthen or add to our existing product portfolios, or expand our geographic footprint and market presence. We also seek acquisition opportunities outside our current markets that would complement our existing businesses and enable us to build a stronger and more diverse company.
NobelClad
NobelClad is a global leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints. While a significant portion of the demand for our clad metal products is driven by maintenance and retrofit projects at existing chemical processing, petrochemical processing, oil refining, and aluminum smelting facilities, new plant construction and large plant expansion projects also account for a significant portion of total demand. These industries tend to be cyclical in nature and timing of new order inflow remains difficult to predict. We use backlog as a primary means to measure the immediate outlook for our NobelClad business. We define “backlog” at any given point in time as all firm, unfulfilled purchase orders and commitments at that time. Most firm purchase orders and commitments are realized, and we expect to fill most backlog orders within the following 12 months. NobelClad's backlog increased to $37,529 at December 31, 2017 from $31,634 at December 31, 2016.
DynaEnergetics
DynaEnergetics designs, manufactures and distributes products utilized by the global oil and gas industry principally for the perforation of oil and gas wells. These products are sold to oilfield service companies in the U.S., Europe, Canada, South America, Africa, the Middle East, Russia, and Asia. DynaEnergetics also sells directly to end-users. The market for perforating products, which are used during the well completion process, generally corresponds with oil and gas exploration and production activity. Exploration activity over the last several years has led to increasingly complex well completion operations, which in turn, has increased the demand for high quality and technically advanced perforating products.
Cost of products sold for DynaEnergetics includes the cost of metals, explosives and other raw materials used to manufacture shaped charges, detonating products and perforating guns as well as employee compensation and benefits, depreciation of manufacturing facilities and equipment, manufacturing supplies and other manufacturing overhead expenses.
Factors Affecting Results
The following items impacted the comparability of the company's results for the years ended December 31, 2017 and 2016:
| |
• | DynaEnergetics' sales of $121,253 in 2017 increased 80% compared with 2016 driven by a recovery in the North American unconventional well-completions sector and reflected increased well-stage counts; higher completion intensity and longer laterals; and increased market penetration of DynaEnergetics’ perforating products and systems, including the DynaSelect detonator and the DynaStage system. |
| |
• | NobelClad’s sales of $71,550 in 2017 decreased 22% compared with 2016 as weak capital spending in NobelClad's industrial infrastructure and energy markets resulted in a decline in core repair and maintenance work and the absence of large projects. |
| |
• | Consolidated gross profit of 31% in 2017 increased from 25% in 2016. The improvement primarily related to a higher proportion of DynaEnergetics sales relative to NobelClad sales, combined with higher average selling prices as well as improved product mix in DynaEnergetics. |
| |
• | Restructuring expenses of $4,283 in 2017 were related to the planned closure of NobelClad's manufacturing operations in France and the closure of DynaEnergetics' sales and distribution facility in Kazakhstan. Restructuring expenses of $1,202 in 2016 primarily related to severance for headcount reductions and lease termination costs at DynaEnergetics. |
| |
• | A goodwill impairment charge of $17,584 related to the NobelClad reporting unit was recorded in the third quarter of 2017 to reflect the decline in activity levels in NobelClad’s primary end markets during the second half of the year. |
| |
• | Consolidated selling, general, and administrative expenses were $45,724 in 2017 compared with $38,741 in 2016. The increase primarily was due to higher patent litigation expenses at DynaEnergetics and increased salaries and wages from headcount additions and higher variable incentive compensation expense. |
| |
• | Net debt of $9,001 (comprised of $17,984 indebtedness net of $8,983 in cash) decreased 3% from December 31, 2016. Net debt, a non-GAAP measure, is calculated as amounts borrowed under lines of credit less cash and cash equivalents. |
Business Outlook
| |
• | To address the accelerating demand for its perforating systems, in December 2017, DynaEnergetics commenced construction of a new 74,000 square foot manufacturing, assembly and administrative space on its manufacturing campus in Blum, Texas. The facility, which is scheduled to open during the third quarter of 2018, will substantially increase DynaEnergetics' component manufacturing and DynaStage assembly capacity. During the first half of 2018, DynaEnergetics plans to add a second automated DynaSelect detonator line at its facility in Troisdorf, Germany. In the second half of 2018, the business plans to add a second automated shaped-charge manufacturing line at Blum, which will more than double its shaped charge production capacity in the U.S. |
| |
• | In January 2018, DynaEnergetics announced the implementation of a global price increase applicable to all products. The increase varies by product line and generally ranges from 5% to 8%. Well completion activity is accelerating across DynaEnergetics' global markets, and as customers work to keep pace with the recovery, the business' advanced products and systems are enabling improved efficiencies, greater reliability and lower operating costs. |
| |
• | The recent decline in NobelClad’s core repair and maintenance orders from the downstream energy industry has continued in the first quarter of 2018. Despite that, fabricator customers expect improved demand for long-delayed repair, maintenance and upgrade work. It appears higher energy prices and renewed enthusiasm for domestic infrastructure spending may pull forward a number of these projects, which we believe will lead to a recovery in bookings activity during 2018. In October 2017, NobelClad received a $7.4 million purchase order related to a petrochemical project in Asia, which is reflected in NobelClad's year-end backlog, and is expected to be shipped in the first half of 2018. The order is the largest booked by NobelClad in more than four years. |
Use of Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP (generally accepted accounting principles) measure that we believe provides an important indicator of our ongoing operating performance and that we use in operational and financial decision-making. We define EBITDA as net income or loss plus or minus net interest, taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation, restructuring and impairment charges and, when appropriate, other items that management does not utilize in assessing DMC’s operating performance (as further described in the tables below). As a result, internal management reports used during monthly operating reviews feature Adjusted EBITDA and certain management incentive awards are based, in part, on the amount of Adjusted EBITDA achieved during the year.
Net Debt is a non-GAAP measure we use to supplement information in our Consolidated Financial Statements. We define net debt as lines of credit less cash and cash equivalents. In addition to conventional measures prepared in accordance with GAAP, the Company uses this information to evaluate its performance, and we believe that certain investors may do the same.
The presence of non-GAAP financial measures in this report is not intended to suggest that such measures be considered in isolation or as a substitute for, or as superior to, DMC’s GAAP information, and investors are cautioned that the non-GAAP
financial measures are limited in their usefulness. Because not all companies use identical calculations, DMC’s presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.
Forward-Looking Statements
This annual report and the documents incorporated by reference into it contain certain forward-looking statements within the safe harbor provisions of the Private Securities Litigations Reform Act of 1995. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “continue,” “project,” “forecast,” and similar expressions, as well as statements in the future tense, identify forward-looking statements. Such statements include projections, guidance and other statements regarding our future expected financial position and operating results, our growth and business strategy, our expectations regarding the oil and gas industry, the timing and costs of our Blum, Texas and other expansion plans, our plans to consolidate NobelClad's European production facilities, including the timing and costs involved in closing manufacturing operations in France, our expectations regarding NobelClad's sales, bookings, and backlog in 2018, impacts of the Tax Cuts and Jobs Act, our financing plans, our future liquidity position and factors impacting such position, and the outcome of the pending GEODynamics and anti-dumping matters.
These forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include those relating to:
| |
• | Changes in global economic conditions; |
| |
• | The ability to obtain new contracts at attractive prices; |
| |
• | The size and timing of customer orders and shipments; |
| |
• | Product pricing and margins; |
| |
• | Our ability to realize sales from our backlog and our ability to adjust our manufacturing and supply chain; |
| |
• | Fluctuations in customer demand; |
| |
• | Our ability to manage periods of growth and contraction effectively; |
| |
• | General economic conditions, both domestic and foreign, impacting our business and the business of the end-market users we serve; |
| |
• | The timely completion of contracts; |
| |
• | The timing and size of expenditures; |
| |
• | The timely receipt of government approvals and permits; |
| |
• | The price and availability of metal and other raw material; |
| |
• | The adequacy of local labor supplies at our facilities; |
| |
• | Current or future limits on manufacturing capacity at our various operations; |
| |
• | Our ability to successfully integrate acquired businesses; |
| |
• | The ability to remain an innovative leader in our fields of business; |
| |
• | The impacts of pending or future litigation or regulatory matters; |
| |
• | The application of governmental regulation and oversight of our operations and products and the industries in which our customers operate; |
| |
• | The availability and cost of funds; and |
| |
• | Fluctuations in foreign currencies. |
The effects of these factors are difficult to predict. New factors emerge from time to time and we cannot assess the potential impact of any such factor on our business or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. All forward-looking statements speak only as of the date of this annual report, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of such statement or to reflect the occurrence of unanticipated events. In addition, see “Risk Factors” for a discussion of these and other factors that could materially affect our results of operations and financial condition.
Consolidated Results of Operations
Year ended December 31, 2017 compared to Year Ended December 31, 2016
|
| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | $ change | | % change |
Net sales | | $ | 192,803 |
| | $ | 158,575 |
| | $ | 34,228 |
| | 22 | % |
Gross profit | | 59,391 |
| | 38,680 |
| | 20,711 |
| | 54 | % |
Gross profit percentage | | 30.8 | % | | 24.4 | % | | | | |
COSTS AND EXPENSES: | | | | | | | | |
General and administrative expenses | | 27,135 |
| | 22,115 |
| | 5,020 |
| | 23 | % |
% of net sales | | 14.1 | % | | 13.9 | % | |
| | |
Selling and distribution expenses | | 18,589 |
| | 16,626 |
| | 1,963 |
| | 12 | % |
% of net sales | | 9.6 | % | | 10.5 | % | | | | |
Amortization of purchased intangible assets | | 4,060 |
| | 4,011 |
| | 49 |
| | 1 | % |
% of net sales | | 2.1 | % | | 2.5 | % | | | | |
Restructuring expenses | | 4,283 |
| | 1,202 |
| | 3,081 |
| | 256 | % |
Goodwill impairment charge | | 17,584 |
| | — |
| | 17,584 |
| | |
|
Operating loss | | (12,260 | ) | | (5,274 | ) | | (6,986 | ) | | (132 | )% |
Other income (expense), net | | (1,376 | ) | | 633 |
| | (2,009 | ) | | (317 | )% |
Interest expense, net | | (1,648 | ) | | (1,067 | ) | | (581 | ) | | (54 | )% |
Income tax provision | | 3,569 |
| | 797 |
| | 2,772 |
| | 348 | % |
Net loss | | (18,853 | ) | | (6,505 | ) | | (12,348 | ) | | (190 | )% |
Adjusted EBITDA | | $ | 23,148 |
| | $ | 9,021 |
| | $ | 14,127 |
| | 157 | % |
Net sales increased compared with 2016 due to an 80% increase in DynaEnergetics' net sales driven by a recovery in the North American unconventional well-completions sector and reflected increased well-stage counts; higher completion intensity and longer laterals; and increased market penetration of DynaEnergetics’ perforating products and systems. The increase in DynaEnergetics’ net sales partially was offset by a 22% decline in NobelClad's net sales as weak capital spending in NobelClad's industrial infrastructure and energy markets resulted in a decline in core repair and maintenance work and the absence of large projects.
Gross profit percentage increased compared with 2016 primarily due to higher average selling prices and improved product mix in DynaEnergetics and better project mix in NobelClad.
General and administrative expenses increased compared with 2016 primarily due to higher outside legal expenses related to patent infringement defense costs in DynaEnergetics, higher salaries and wages from headcount additions and increased variable incentive compensation, and higher stock-based compensation expense.
Selling and distribution expenses increased compared with 2016 principally due to higher salaries and benefits and increased outside professional services partially offset by a reduction in bad debt expense.
Restructuring expenses in 2017 related to the announced closures of NobelClad's manufacturing facility in France and DynaEnergetics' sales and distribution operations in Kazakhstan. In 2016, restructuring expenses related to severance for headcount reductions at DynaEnergetics' Troisdorf, Germany and Austin, Texas locations, lease termination costs to exit administrative offices in Austin, Texas, costs related to the relocation of perforating gun manufacturing operations in Germany, and the accelerated vesting of stock awards in connection with the elimination of certain positions.
Goodwill impairment charge was recorded in 2017 to fully impair NobelClad's goodwill balance. See "Critical Accounting Policies and Estimates" for further discussion.
Operating loss increased compared with 2016 due to the goodwill impairment charge and restructuring expenses combined with higher corporate unallocated and stock-based compensation expenses. The one-time impairment and restructuring charges and increased operating expenses partially were offset by increased sales volume, higher average selling
prices, and favorable product mix in DynaEnergetics. Corporate unallocated and stock-based compensation expenses are not allocated to our business segments.
Other income (expense), net in 2017 primarily was made up of realized and unrealized foreign currency losses. In 2016, other income (expense), net principally consisted of realized and unrealized foreign currency gains. Our subsidiaries frequently enter into inter-company and third party transactions that are denominated in currencies other than their functional currency. Changes in exchange rates with respect to these transactions will result in unrealized gains or losses if unsettled at the end of the reporting period or realized gains or losses at settlement of the transaction. During the third quarter of 2017, we began using foreign currency forward contracts, generally with maturities of one month, to offset foreign exchange rate fluctuations on certain 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 immediately in "Other income (expense), net" within our Consolidated Statements of Operations.
Interest income (expense), net increased compared with last year primarily due to expensing $261 of deferred debt issuance costs in conjunction with amending our credit facility in March 2017 combined with higher interest rates on a higher average outstanding line of credit balance.
Income tax provision of $3,569 for 2017 compared with an income tax provision of $797 for 2016. The current-year income tax provision included $946 of which was a transition tax related to the recently enacted Tax Cuts and Jobs Act ("TCJA"). The transition tax is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of certain of our foreign subsidiaries. To determine the amount of the transition tax, we must determine, among other things, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. We made a reasonable estimate of the transition tax and recorded a provisional transition tax obligation of $946, of which $871 is recorded in other long-term liabilities in our Consolidated Balance Sheets. However, we continue to gather additional information to compute more precisely the post-1986 E&P and related non-U.S. income taxes paid. The TCJA’s transition tax is payable over eight years beginning in 2018. Upon completion of the analysis of post-1986 E&P and related non-U.S. income taxes paid, revisions to our transition tax obligation, if necessary, will be recorded in the 2018 tax provision. Additionally, we currently are unable to recognize tax benefits associated with losses incurred in certain jurisdictions due to valuation allowances recorded against deferred tax assets in those jurisdictions.
Net loss in 2017 primarily was a result of the non-cash goodwill impairment charge and restructuring expenses and the other factors discussed above. Net loss in 2017 was $18,853, or $1.31 per diluted share, compared with a net loss of $6,505, or $0.46 per diluted share in 2016.
Adjusted EBITDA increased compared with 2016 primarily due to the factors discussed above. See "Overview" above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
|
| | | | | | | | |
| | 2017 | | 2016 |
Net loss | | $ | (18,853 | ) | | $ | (6,505 | ) |
Interest expense | | 1,651 |
| | 1,070 |
|
Interest income | | (3 | ) | | (3 | ) |
Provision for income taxes | | 3,569 |
| | 797 |
|
Depreciation | | 6,506 |
| | 6,756 |
|
Amortization of purchased intangible assets | | 4,060 |
| | 4,011 |
|
EBITDA | | (3,070 | ) | | 6,126 |
|
Restructuring expenses | | 4,283 |
| | 1,202 |
|
Goodwill impairment charge | | 17,584 |
| | — |
|
Stock-based compensation | | 2,975 |
| | 2,326 |
|
Other (income) expense, net | | 1,376 |
| | (633 | ) |
Adjusted EBITDA | | $ | 23,148 |
| | $ | 9,021 |
|
Year ended December 31, 2016 compared to Year Ended December 31, 2015
|
| | | | | | | | | | | | | | | |
| | 2016 | | 2015 | | $ change | | % change |
Net sales | | $ | 158,575 |
| | $ | 166,918 |
| | $ | (8,343 | ) | | (5 | )% |
Gross profit | | 38,680 |
| | 35,624 |
| | 3,056 |
| | 9 | % |
Gross profit percentage | | 24.4 | % | | 21.3 | % | | | | |
COSTS AND EXPENSES: | | | | | | | | |
General and administrative expenses | | 22,115 |
| | 20,998 |
| | 1,117 |
| | 5 | % |
% of net sales | | 13.9 | % | | 12.6 | % | | | | |
Selling and distribution expenses | | 16,626 |
| | 18,745 |
| | (2,119 | ) | | (11 | )% |
% of net sales | | 10.5 | % | | 11.2 | % | | | | |
Amortization of purchased intangible assets | | 4,011 |
| | 4,033 |
| | (22 | ) | | (1 | )% |
% of net sales | | 2.5 | % | | 2.4 | % | | | | |
Restructuring expenses | | 1,202 |
| | 4,063 |
| | (2,861 | ) | | (70 | )% |
Goodwill impairment charge | | — |
| | 11,464 |
| | (11,464 | ) | | (100 | )% |
Operating income (loss) | | (5,274 | ) | | (23,679 | ) | | 18,405 |
| | 78 | % |
Other income (expense), net | | 633 |
| | (669 | ) | | 1,302 |
| | 195 | % |
Interest income (expense), net | | (1,067 | ) | | (1,741 | ) | | 674 |
| | 39 | % |
Income tax provision | | 797 |
| | (2,118 | ) | | 2,915 |
| | 138 | % |
Net income (loss) | | (6,505 | ) | | (23,971 | ) | | 17,466 |
| | 73 | % |
Adjusted EBITDA | | $ | 9,021 |
| | $ | 13,080 |
| | $ | (4,059 | ) | | (31 | )% |
Net sales decreased compared with 2015 due to a 13% decrease in DynaEnergetics, which partially was offset by a 1% increase in NobelClad. The decline in DynaEnergetics was due to declining activity levels in the oil and gas well-completions sector and lower average selling prices. The increase in NobelClad primarily related to a large project for the semiconductor capital equipment industry that shipped in the second quarter of 2016.
Gross profit increased compared with 2015 primarily due to the impact of a $6,205 accrual recorded in 2015 for anti-dumping and countervailing duties resulting from an unfavorable scope ruling from the Department of Commerce on prior imports of metals primarily used by DynaEnergetics for gun carrier tubing. Gross profit and gross profit percentage in 2016 were adversely affected by lower average selling prices in DynaEnergetics, a lower proportion of sales in DynaEnergetics relative to NobelClad, and the impact of higher research and development expenses in DynaEnergetics.
General and administrative expenses increased compared with 2015 primarily due to higher outside legal expenses in DynaEnergetics due to patent infringement and anti-dumping litigation.
Selling and distribution expenses decreased compared with 2015 principally due to lower salaries and benefits, a reduction in bad debt expense, and lower outside sales agent commissions in DynaEnergetics driven by sales volume in territories in which we do not have an internal sales team.
Restructuring expenses in 2016 related to severance for headcount reductions at DynaEnergetics' locations in Troisdorf, Germany and Austin, Texas, lease termination costs to exit administrative offices in Austin, Texas, costs related to relocation of perforating gun manufacturing operations in Germany, and the accelerated vesting of stock awards in connection with the elimination of certain positions. In 2015, restructuring expenses at NobelClad related to shifting of the majority of clad metal plate production from facilities in both Rivesaltes, France and Würgendorf, Germany to the new manufacturing facility in Liebenscheid, Germany. DynaEnergetics restructuring expenses related to the consolidation of perforating gun manufacturing centers, the closure of distribution centers, and the reduction of the administrative workforce at the corporate offices in Troisdorf, Germany. Corporate restructuring expenses relate to the elimination of certain positions in our corporate office and the severance and expense related to the acceleration of unvested stock awards.
Goodwill impairment charge in 2015 was to fully write off goodwill related to the DynaEnergetics segment. See "Critical Accounting Policies and Estimates" for further discussion.
Operating loss decreased compared with 2015 due to the goodwill impairment at DynaEnergetics combined with the accrual for anti-dumping and countervailing duties in 2015.
Other income (expense), net in 2016 principally consisted of realized and unrealized foreign currency gains. In 2015, other income (expense), net principally consisted of realized and unrealized foreign currency losses. Our subsidiaries frequently enter into inter-company and third party transactions that are denominated in currencies other than their functional currency. Changes in exchange rates with respect to these transactions will result in unrealized gains or losses if unsettled at the end of the reporting period or realized gains or losses at settlement of the transaction.
Interest income (expense), net decreased compared with 2015 primarily due to writing off $508 of deferred debt issuance costs in December 2015 after entering into a credit facility amendment. Interest expense on our lines of credit was lower in 2016 from lower interest on a smaller average outstanding balance, partially offset by higher interest on the accrued anti-dumping and countervailing duties in DynaEnergetics.
Income tax provision of $797 for 2016 compared to an income tax benefit of $2,118 for 2015. We were unable to recognize tax benefits associated with losses incurred in certain jurisdictions due to valuation allowances recorded against deferred tax assets in those jurisdictions.
Net loss in 2016 was $6,505, or $0.46 per diluted share, compared with a net loss of $23,971, or $1.72 per diluted share, in 2015.
Adjusted EBITDA decreased compared with 2015 primarily due to the factors discussed above. See "Overview" above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
|
| | | | | | | | |
| | 2016 | | 2015 |
| | | | |
Net income | | $ | (6,505 | ) | | $ | (23,971 | ) |
Interest expense | | 1,070 |
| | 1,745 |
|
Interest income | | (3 | ) | | (4 | ) |
Provision (benefit) for income taxes | | 797 |
| | (2,118 | ) |
Depreciation | | 6,756 |
| | 6,244 |
|
Amortization of purchased intangible assets | | 4,011 |
| | 4,033 |
|
EBITDA | | 6,126 |
| | (14,071 | ) |
Restructuring charges | | 1,202 |
| | 4,063 |
|
Goodwill impairment charge | | — |
| | 11,464 |
|
Accrued anti-dumping duties | | — |
| | 6,205 |
|
DynaEnergetics inventory reserves | | — |
| | 1,924 |
|
Stock-based compensation | | 2,326 |
| | 2,826 |
|
Other (income) expense, net | | (633 | ) | | 669 |
|
Adjusted EBITDA | | $ | 9,021 |
| | $ | 13,080 |
|
Business Segment Financial Information
We primarily evaluate performance and allocate resources based on segment revenues, operating income and Adjusted EBITDA as well as projected future performance. Segment operating income (loss) is defined as revenues less expenses identifiable to the segment. DMC operating income (loss) and Adjusted EBITDA include unallocated corporate expenses and stock-based compensation expense, which are not allocated to our business segments. Segment operating income will reconcile to consolidated income (loss) before income taxes by deducting unallocated corporate expenses, including stock-based compensation, net other expense, net interest expense, and income tax provision (benefit).
For the years ended December 31, 2017, 2016 and 2015, the net sales, segment operating income or loss, and Adjusted EBITDA for each segment was as follows:
|
| | | | | | | | | | | | |
| | December 31, 2017 |
| | NobelClad | | DynaEnergetics | | DMC Global Inc. |
Net Sales | | $ | 71,550 |
| | $ | 121,253 |
| | $ | 192,803 |
|
% of Consolidated | | 37 | % | | 63 | % | | |
| | | | | | |
Operating Income (Loss) | | (17,360 | ) | | 15,470 |
| | (12,260 | ) |
| | | | | | |
Adjusted EBITDA | | 7,736 |
| | 22,807 |
| | 23,148 |
|
|
| | | | | | | | | | | | |
| | December 31, 2016 |
| | NobelClad | | DynaEnergetics | | DMC Global Inc. |
Net Sales | | $ | 91,285 |
| | $ | 67,290 |
| | $ | 158,575 |
|
% of Consolidated | | 58 | % | | 42 | % | | |
| | | | | | |
Operating Income (Loss) | | 8,878 |
| | (5,380 | ) | | (5,274 | ) |
| | | | | | |
Adjusted EBITDA | | 12,877 |
| | 2,516 |
| | 9,021 |
|
|
| | | | | | | | | | | | |
| | December 31, 2015 |
| | NobelClad | | DynaEnergetics | | DMC Global Inc. |
Net Sales | | $ | 89,980 |
| | $ | 76,938 |
| | $ | 166,918 |
|
% of Consolidated | | 54 | % | | 46 | % | | |
| | | | | | |
Operating Income (Loss) | | 5,819 |
| | (19,245 | ) | | (23,679 | ) |
| | | | | | |
Adjusted EBITDA | | 10,727 |
| | 8,127 |
| | 13,080 |
|
NobelClad
Year ended December 31, 2017 compared to Year Ended December 31, 2016
|
| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | $ change | | % change |
Net sales | | $ | 71,550 |
| | $ | 91,285 |
| | $ | (19,735 | ) | | -22 | % |
Gross profit | | 15,644 |
| | 19,103 |
| | (3,459 | ) | | -18 | % |
Gross profit percentage | | 21.9 | % | | 20.9 | % | | | | |
COSTS AND EXPENSES: | | | | | | | | |
General and administrative expenses | | 4,031 |
| | 4,024 |
| | 7 |
| | — | % |
Selling and distribution expenses | | 7,178 |
| | 5,823 |
| | 1,355 |
| | 23 | % |
Amortization of purchased intangible assets | | 386 |
| | 378 |
| | 8 |
| | 2 | % |
Restructuring expenses | | 3,825 |
| | — |
| | 3,825 |
| | N/M |
|
Goodwill impairment charge | | 17,584 |
| | — |
| | 17,584 |
| | N/M |
|
Operating income (loss) | | (17,360 | ) |
| 8,878 |
| | (26,238 | ) | | -296 | % |
Adjusted EBITDA | | $ | 7,736 |
| | $ | 12,877 |
| | $ | (5,141 | ) | | -40 | % |
Net sales decreased compared with 2016 due to a decline in core repair and maintenance orders from the downstream energy industry and absence of large-project bookings in 2017. Additionally, during the second quarter of 2016, NobelClad shipped a large project related to specialized explosion clad plates used in the fabrication of equipment for a semiconductor material production facility in East Asia.
Gross profit percentage increased compared with 2016 primarily due to better margins on the mix of projects in the current year.
Selling and distribution expenses increased compared with 2016 primarily from higher salaries and benefits due to increased investment in business growth resources and higher outside services expenses.
Restructuring expense related to the announced closure of NobelClad's manufacturing facility in France.
Goodwill impairment charge related to fully impairing NobelClad's goodwill balance.
Operating loss was primarily due to the goodwill impairment charge and the restructuring expenses combined with lower project volume and higher selling and distribution expenses.
Adjusted EBITDA declined due to the factors discussed above. See "Overview" above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
|
| | | | | | | | |
| | 2017 | | 2016 |
Operating (loss) income | | $ | (17,360 | ) | | $ | 8,878 |
|
Adjustments: | | | | |
Restructuring expenses | | 3,825 |
| | — |
|
Goodwill impairment charge | | 17,584 |
| | — |
|
Depreciation | | 3,301 |
| | 3,621 |
|
Amortization of purchased intangibles | | 386 |
| | 378 |
|
Adjusted EBITDA | | $ | 7,736 |
| | $ | 12,877 |
|
Year ended December 31, 2016 compared to Year Ended December 31, 2015
|
| | | | | | | | | | | | | | | |
| | 2016 | | 2015 | | $ change | | % change |
Net sales | | $ | 91,285 |
| | $ | 89,980 |
| | $ | 1,305 |
| | 1 | % |
Gross profit | | 19,103 |
| | 17,206 |
| | 1,897 |
| | 11 | % |
Gross profit percentage | | 20.9 | % | | 19.1 | % | | | |
|
COSTS AND EXPENSES: | | | | | | | |
|
General and administrative expenses | | 4,024 |
| | 4,539 |
| | (515 | ) | | -11 | % |
Selling and distribution expenses | | 5,823 |
| | 5,719 |
| | 104 |
| | 2 | % |
Amortization of purchased intangible assets | | 378 |
| | 379 |
| | (1 | ) | | — | % |
Restructuring expenses | | — |
| | 750 |
| | (750 | ) | | -100 | % |
Operating income | | 8,878 |
|
| 5,819 |
| | 3,059 |
| | 53 | % |
Adjusted EBITDA | | $ | 12,877 |
| | $ | 10,727 |
| | $ | 2,150 |
| | 20 | % |
Net sales increased compared with 2015 primarily due to timing differences with respect to when orders entered our backlog and the subsequent shipment of these orders. During the second quarter of 2016, NobelClad shipped a large project related to specialized explosion clad plates to be used in the fabrication of equipment for a semiconductor material production facility in East Asia.
Gross profit percentage increased compared with 2015 primarily due to improved margins on NobelClad's mix of projects during 2016. Gross profit also benefited from lower manufacturing overhead expenses from the consolidation of European manufacturing facilities.
General and administrative expenses declined compared with 2015 primarily due to lower salaries and wages and outside service costs.
Selling and distribution expenses increased compared with 2015 principally due to higher salaries and wages partially offset by a reduction of bad debt expense.
Restructuring expenses in 2015 related to shifting the majority of clad metal plate production from facilities in both Rivesaltes, France and Würgendorf, Germany to the new manufacturing facility in Liebenscheid, Germany.
Operating income increased compared with 2015 primarily due to higher gross profit from favorable project mix, lower general and administrative expenses and no restructuring charges in 2016.
Adjusted EBITDA increased due to the factors discussed above. See "Overview" above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
|
| | | | | | | | |
| | 2016 | | 2015 |
Operating income | | $ | 8,878 |
| | $ | 5,819 |
|
Adjustments: | | | | |
Restructuring expenses | | — |
| | 750 |
|
Depreciation | | 3,621 |
| | 3,779 |
|
Amortization of purchased intangibles | | 378 |
| | 379 |
|
| | | | |
Adjusted EBITDA | | $ | 12,877 |
| | $ | 10,727 |
|
DynaEnergetics
Year ended December 31, 2017 compared to Year Ended December 31, 2016
|
| | | | | | | | | | | | | | | |
| | 2017 | | 2016 | | $ change | | % change |
Net sales | | $ | 121,253 |
| | $ | 67,290 |
| | $ | 53,963 |
| | 80 | % |
Gross profit | | 44,029 |
| | 19,811 |
| | 24,218 |
| | 122 | % |
Gross profit percentage | | 36.3 | % | | 29.4 | % | | | | |
COSTS AND EXPENSES: | | | | | | | | |
General and administrative expenses | | 13,373 |
| | 9,964 |
| | 3,409 |
| | 34 | % |
Selling and distribution expenses | | 11,054 |
| | 10,467 |
| | 587 |
| | 6 | % |
Amortization of purchased intangible assets | | 3,674 |
| | 3,633 |
| | 41 |
| | 1 | % |
Restructuring expenses | | 458 |
| | 1,128 |
| | (670 | ) | | (59 | )% |
Operating income (loss) | | 15,470 |
|
| (5,381 | ) | | 20,851 |
| | 387 | % |
Adjusted EBITDA | | $ | 22,807 |
| | $ | 2,515 |
| | $ | 20,292 |
| | 807 | % |
Net sales increased compared with 2016 primarily due to a recovery in North America’s onshore unconventional drilling and completion market and increased market penetration of DynaEnergetics' initiating systems and DynaStage perforating system.
Gross profit percentage increased compared with 2016 primarily due to higher average selling prices, improved product mix and the favorable impact of higher volume on fixed overhead expenses.
General and administrative expenses increased compared with 2016 primarily due to higher outside legal expenses related to patent infringement defense costs and higher salaries and wages from headcount additions and variable incentive compensation expense.
Selling and distribution expenses increased compared with 2016 primarily due to higher salaries and wages and higher outside service costs, partially offset by lower bad debt expense.
Restructuring expense in 2017 related to the closure of operations in Kazakhstan. Restructuring activity in 2016 related to severance for headcount reductions in Troisdorf, Germany and Austin, Texas and the accelerated vesting of stock awards in connection with the elimination of certain positions.
Operating income was $15,470 in 2017 compared to an operating loss of $5,380 in 2016 due to higher unit volume, favorable product mix and higher average selling prices, partially offset by increased general and administrative expenses.
Adjusted EBITDA increased compared with 2016 primarily due to the factors discussed above. See "Overview" above for the explanation of the use of Adjusted EBITDA. The following is a reconciliation of the most directly comparable GAAP measure to Adjusted EBITDA.
|
| | | | | | | | | |
| | 2017 | | 2016 |
Operating income (loss) | | $ | 15,470 |
| — |
| $ | (5,381 | ) |
Adjustments: | | | | |
Restructuring expenses | | 458 |
| | 1,128 |
|
Depreciation | | 3,205 |
| | 3,135 |
|
Amortization of purchased intangibles | | 3,674 |
| | 3,633 |
|
| | | | |
Adjusted EBITDA | | $ | 22,807 |
| | $ | 2,515 |
|
Year ended December 31, 2016 compared to Year Ended December 31, 2015
|
| | | | | | | | | | | | | | | |
| | 2016 | | 2015 | | $ change | | % change |
Net sales | | $ | 67,290 |
| | $ | 76,938 |
| | $ | (9,648 | ) | | (13 | )% |
Gross profit | | 19,811 |
| | 18,662 |
| | 1,149 |
| | 6 | % |
Gross profit percentage | | 29.4 | % | | 24.3 | % | | | | |
COSTS AND EXPENSES: | | | | | | | | |
General and administrative expenses | | 9,964 |
| | 8,423 |
| | 1,541 |
| | 18 | % |
Selling and distribution expenses | | 10,467 |
| | 12,706 |
| | (2,239 | ) | | (18 | )% |
Amortization of purchased intangible assets | | 3,633 |
| | 3,654 |
| | (21 | ) | | |