Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
Form 10-Q
 (Mark One)
 
x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017
 
OR
 
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)
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)
 
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 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 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. 
Large accelerated filer o
 
Accelerated filer x
 
 
 
Non-accelerated filer o
(Do not check if smaller reporting company)
 
Smaller reporting company o
 
 
 
 
 
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 number of shares of Common Stock outstanding was 14,770,719 as of July 27, 2017.
 

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
 
This quarterly report on Form 10-Q contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. We intend the forward-looking statements throughout this quarterly report on Form 10-Q to be covered by the safe harbor provisions for forward-looking statements. Statements contained in this report which are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from projected results. These statements can sometimes be identified by our use of forward-looking words such as “may,” “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” and other phrases of similar meaning. Such statements include projections, guidance and other statements regarding our expected financial position and operating results, the expected impacts of new accounting standards and the timing of our implementation thereof, our business strategy, expectations regarding NobelClad's end markets and activity levels, comments regarding expanding demand for DynaEnergetics' products, particularly DynaStageTM, our liquidity position and factors impacting such position, including expectations regarding legal costs, and the outcome of any pending litigation or contingencies. The forward-looking information is based on information available as of the date of this quarterly report and on numerous assumptions and developments that are not within our control. Although we believe that our expectations as expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Factors that could cause actual results to differ materially include, but are not limited to, those factors referenced in our Annual Report on Form 10-K for the year ended December 31, 2016 and such things as the following: changes in global economic conditions; the ability to obtain new contracts at attractive prices; the size and timing of customer orders and shipment; product pricing and margins; our ability to realize sales from our backlog; fluctuations in customer demand; fluctuations in foreign currencies; competitive factors; 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 impact of pending or future litigation or regulatory matters; the availability and cost of funds; and general economic conditions, both domestic and foreign, impacting our business and the business of the end-market users we serve. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.




INDEX
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

2

Table of Contents


Part I - FINANCIAL INFORMATION

ITEM 1.  Condensed Consolidated Financial Statements

DMC GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share and Per Share Data)

 
June 30,
 
December 31,
 
2017
 
2016
 
(unaudited)
 
 
ASSETS
 

 
 

CURRENT ASSETS:
 

 
 

Cash and cash equivalents
$
8,615

 
$
6,419

Accounts receivable, net of allowance for doubtful accounts of $1,155 and $1,146, respectively
38,628

 
32,959

Inventory, net
30,893

 
28,833

Prepaid expenses and other
5,642

 
5,148

 
 
 
 
Total current assets
83,778

 
73,359

 
 
 
 
PROPERTY, PLANT AND EQUIPMENT
115,480

 
109,427

Less - accumulated depreciation
(57,357
)
 
(52,294
)
 
 
 
 
Property, plant and equipment, net
58,123

 
57,133

 
 
 
 
GOODWILL, net
17,167

 
16,097

 
 
 
 
PURCHASED INTANGIBLE ASSETS, net
14,682

 
15,827

 
 
 
 
OTHER ASSETS, net
128

 
139

 
 
 
 
TOTAL ASSETS
$
173,878

 
$
162,555

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

Table of Contents
DMC GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands, Except Share and Per Share Data)


 
June 30,
 
December 31,
 
2017
 
2016
 
(unaudited)
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

CURRENT LIABILITIES:
 

 
 

Accounts payable
$
15,338

 
$
13,260

Accrued expenses
4,345

 
4,173

Accrued anti-dumping duties
3,593

 
6,550

Dividend payable
295

 
290

Accrued income taxes
361

 
548

Accrued employee compensation and benefits
3,828

 
3,307

Customer advances
1,286

 
2,619

 
 
 
 
Total current liabilities
29,046

 
30,747

 
 
 
 
LINES OF CREDIT
23,927

 
15,732

 
 
 
 
DEFERRED TAX LIABILITIES
1,441

 
1,448

 
 
 
 
OTHER LONG-TERM LIABILITIES
2,475

 
2,219

 
 
 
 
Total liabilities
56,889

 
50,146

 
 
 
 
COMMITMENTS AND CONTINGENT LIABILITIES


 


 
 

 
 

STOCKHOLDERS’ EQUITY:
 
 
 
Preferred stock, $0.05 par value; 4,000,000 shares authorized; no issued and outstanding shares

 

Common stock, $0.05 par value; 25,000,000 shares authorized; 14,770,719 and 14,496,359 shares outstanding, respectively
740

 
725

Additional paid-in capital
74,637

 
73,116

Retained earnings
76,685

 
80,107

Other cumulative comprehensive loss
(34,736
)
 
(41,514
)
Treasury stock, at cost; 37,906 and 2,378 shares, respectively
(337
)
 
(25
)
 
 
 
 
Total stockholders’ equity
116,989

 
112,409

 
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
173,878

 
$
162,555


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

Table of Contents
DMC GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands, Except Share and Per Share Data)
(unaudited)


 
Three months ended June 30,
Six months ended June 30,
 
2017
 
2016
2017
 
2016
NET SALES
$
47,190

 
$
41,317

$
86,152

 
$
81,849

COST OF PRODUCTS SOLD
33,172

 
31,409

61,768

 
61,556

Gross profit
14,018

 
9,908

24,384

 
20,293

COSTS AND EXPENSES:
 

 
 

 

 
 

General and administrative expenses
6,082

 
4,389

13,288

 
9,837

Selling and distribution expenses
4,492

 
4,497

8,974

 
8,520

Amortization of purchased intangible assets
1,004

 
1,015

1,988

 
2,014

Restructuring expenses
458

 
829

458

 
829

Total costs and expenses
12,036

 
10,730

24,708

 
21,200

OPERATING INCOME (LOSS)
1,982

 
(822
)
(324
)
 
(907
)
OTHER INCOME (EXPENSE):
 

 
 

 

 
 

Other income (expense), net
(949
)
 
304

(529
)
 
336

Interest expense
(330
)
 
(397
)
(836
)
 
(561
)
Interest income

 
1

1

 
2

INCOME (LOSS) BEFORE INCOME TAXES
703

 
(914
)
(1,688
)
 
(1,130
)
INCOME TAX PROVISION
514

 
(148
)
1,144

 
49

NET INCOME (LOSS)
$
189

 
$
(766
)
$
(2,832
)
 
$
(1,179
)
 
 
 
 
 
 
 
EARNINGS (LOSS) PER SHARE
 

 
 

 

 
 

Basic
$
0.01

 
$
(0.05
)
$
(0.20
)
 
$
(0.08
)
Diluted
$
0.01

 
$
(0.05
)
$
(0.20
)
 
$
(0.08
)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
 

 
 

 

 
 

Basic
14,348,353

 
14,142,991

14,308,954

 
14,071,058

Diluted
14,348,353

 
14,142,991

14,308,954

 
14,071,058

 
 
 
 
 
 
 
DIVIDENDS DECLARED PER COMMON SHARE
$
0.02

 
$
0.02

$
0.04

 
$
0.04

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

Table of Contents
DMC GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amounts in Thousands)
(unaudited)


 
 
Three months ended June 30,
Six months ended June 30,
 
2017
 
2016
2017
 
2016
Net income (loss)
$
189

 
$
(766
)
$
(2,832
)
 
$
(1,179
)
 
 
 
 
 
 
 
Change in cumulative foreign currency translation adjustment
4,960

 
(1,259
)
6,778

 
2,747

 
 
 
 
 
 
 
Total comprehensive income (loss)
$
5,149

 
$
(2,025
)
$
3,946

 
$
1,568

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

Table of Contents
DMC GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(Amounts in Thousands, Except Share Data)
(unaudited)


 
 
 
 
 
 
 
 
 
Other
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
Cumulative
 
 
 
 
 
 
 
Common Stock
 
Paid-In
 
Retained
 
Comprehensive
 
Treasury Stock
 
 
 
Shares
 
Amount
 
Capital
 
Earnings
 
Loss
 
Shares
 
Amount
 
Total
Balances, December 31, 2016
14,498,737

 
$
725

 
$
73,116

 
$
80,107

 
$
(41,514
)
 
(2,378
)
 
$
(25
)
 
$
112,409

Net loss

 

 

 
(2,832
)
 

 

 

 
(2,832
)
Change in cumulative foreign currency translation adjustment

 

 

 

 
6,778

 

 

 
6,778

Shares issued in connection with stock compensation plans
309,888

 
15

 
139

 

 

 

 

 
154

Stock-based compensation

 

 
1,382

 

 

 

 

 
1,382

Dividends declared

 

 

 
(590
)
 

 

 

 
(590
)
Treasury stock purchases

 

 

 

 

 
(35,528
)
 
(312
)
 
(312
)
Balances, June 30, 2017
14,808,625

 
$
740

 
$
74,637

 
$
76,685

 
$
(34,736
)
 
(37,906
)
 
$
(337
)
 
$
116,989

 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

Table of Contents
DMC GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Thousands)
(unaudited)


 
Six months ended June 30,
 
2017
 
2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
 

Net loss
$
(2,832
)
 
$
(1,179
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 

 
 

Depreciation (including capital lease amortization)
3,387

 
3,264

Amortization of purchased intangible assets
1,988

 
2,014

Amortization of deferred debt issuance costs
328

 
83

Stock-based compensation
1,382

 
1,121

Deferred income tax provision (benefit)
(7
)
 
(732
)
Gain (loss) on disposal of property, plant and equipment
(21
)
 
12

Restructuring expenses
458

 
829

Change in:
 

 
 

Accounts receivable, net
(4,682
)
 
7,120

Inventory, net
(1,069
)
 
2,300

Prepaid expenses and other
(316
)
 
(3,454
)
Accounts payable
1,668

 
(5,901
)
Customer advances
(1,369
)
 
2,717

Accrued anti-dumping duties
(2,957
)
 
80

Accrued expenses and other liabilities
909

 
168

Net cash provided by (used in) operating activities
(3,133
)
 
8,442

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 

Acquisition of property, plant and equipment
(2,167
)
 
(1,226
)
Proceeds on sale of property, plant and equipment
2

 
30

Change in other non-current assets

 
36

Net cash used in investing activities
(2,165
)
 
(1,160
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 

Borrowings (repayments) on bank lines of credit, net
8,000

 
(4,000
)
Payment on capital lease obligations

 
(3
)
Payment of dividends
(584
)
 
(571
)
Payment of deferred debt issuance costs
(133
)
 

Net proceeds from issuance of common stock to employees and directors
154

 
189

Treasury stock purchases
(260
)
 

Net cash provided by (used in) financing activities
7,177

 
(4,385
)
 
 
 
 
EFFECTS OF EXCHANGE RATES ON CASH
317

 
256

 
 
 
 
NET INCREASE IN CASH AND CASH EQUIVALENTS
2,196

 
3,153

CASH AND CASH EQUIVALENTS, beginning of the period
6,419

 
6,291

CASH AND CASH EQUIVALENTS, end of the period
$
8,615

 
$
9,444


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

Table of Contents


DMC GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands, Except Share and Per Share Data)
(unaudited)
 
1.      BASIS OF PRESENTATION
 
The information included in the condensed consolidated financial statements is unaudited but includes all normal and recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the financial statements that are included in our Annual Report filed on Form 10-K for the year ended December 31, 2016.

2.      SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The condensed consolidated financial statements include the accounts of DMC Global Inc. ("DMC") and its controlled subsidiaries.  Only subsidiaries in which controlling interests are maintained are consolidated.  All significant intercompany accounts, profits, and transactions have been eliminated in consolidation.

Income Taxes
 
The effective tax rate for each of the periods reported differs from the U.S. statutory rate due primarily to variation in contribution to consolidated pre-tax income from each jurisdiction for the respective periods, differences between the U.S. and foreign tax rates (which range from 20% to 35%) on earnings that have been permanently reinvested and changes to valuation allowances on our deferred tax assets.
    
We recognize deferred tax assets and liabilities for the expected future income tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Any effects of changes in income tax rates or tax laws are included in the provision for income taxes in the period of enactment. The deferred income tax impact of tax credits are recognized as an immediate adjustment to income tax expense. We recognize deferred tax assets for the expected future effects of all deductible temporary differences to the extent we believe these assets will more likely than not be realized.  We record a valuation allowance when, based on current circumstances, it is more likely than not that all or a portion of the deferred tax assets will not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any.

We recognize the tax benefits from uncertain tax positions only when it is more likely than not, based on the technical merits of the position; the tax position will be sustained upon examination, including the resolution of any related appeals or litigation. The tax benefits recognized in the consolidated financial statements from such a position are measured as the largest benefit that is more likely than not of being realized upon ultimate resolution. We recognize interest and penalties related to uncertain tax positions in operating expense.

In the U.S., tax audits for the years 2012 through 2015 were closed during the second quarter 2017, and no adjustments to the Company's tax provisions were proposed. In Germany, tax audits are currently in progress for the years 2011 through 2014. Our tax provisions reflect our best estimate of state, local, federal, and foreign taxes. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with our expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

Earnings Per Share
 
Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards (“RSAs”), are considered participating securities for purposes of calculating earnings per share (“EPS”) during periods in which we have net income and require the use of the two class method for calculating EPS.  Under this method, a portion of net income is allocated to these participating securities and therefore is excluded from the calculation of EPS allocated to common stock, as shown in the table below.

Computation and reconciliation of earnings per share of common stock are as follows:

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Table of Contents


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
189

 
$
(766
)
 
$
(2,832
)
 
$
(1,179
)
Less income allocated to RSAs

 

 

 

Net income (loss) allocated to common stock for EPS calculation
$
189

 
$
(766
)
 
$
(2,832
)
 
$
(1,179
)
 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
14,348,353

 
14,142,991

 
14,308,954

 
14,071,058

Dilutive stock-based compensation plans

 

 

 

Weighted average common shares outstanding - diluted
14,348,353

 
14,142,991

 
14,308,954

 
14,071,058

 
 
 
 
 
 
 
 
Net income (loss) allocated to common stock for EPS calculation:
 
 
 
 
 
 
 
Basic
$
0.01

 
$
(0.05
)
 
$
(0.20
)
 
$
(0.08
)
Diluted
$
0.01

 
$
(0.05
)
 
$
(0.20
)
 
$
(0.08
)

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, trade accounts receivable and payables, accrued expenses and lines of credit approximate their fair value.

Recently Adopted Accounting Standards

In July 2015, the Financial Accounting Standards Board ("FASB") issued an accounting standards update ("ASU") to change the measurement of inventory from lower of cost or market to lower of cost and net realizable value. This pronouncement is effective for reporting periods beginning after December 15, 2016, and the Company has adopted it as of the first quarter of 2017. The adoption of this standard did not have a material impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements
 
In January 2017, the FASB issued a new accounting pronouncement to simplify the method of measuring a goodwill impairment charge in the event a reporting unit’s carrying amount exceeds its fair value. In those circumstances, the new standard requires the Company to recognize an impairment charge for the amount by which the carrying amount of the reporting unit exceeds its fair value. While management cannot predict if or when such an impairment charge may occur, or the amount of any potential impairment, management believes that this standard could result in lower impairment charges for the Company. The Company is required to adopt the new standard on January 1, 2020, with early adoption permitted. Management is currently evaluating the potential impact that the adoption of this standard will have on the Company's financial position and results of operations.

In October 2016, the FASB issued an ASU which removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This ASU is effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.  Early adoption is permitted as of the beginning of an annual reporting period for which neither interim nor annual financial statements have been made available. The Company has not adopted this ASU and is in the process of evaluating the impact of this update on its consolidated financial statements.


10

Table of Contents


In February 2016, the FASB issued an ASU which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. This ASU will be effective beginning in the first quarter of 2019. Early adoption is permitted. The new leases standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In May 2014, the FASB issued an ASU to clarify the principles of recognizing revenue and to develop a common revenue standard and disclosure requirements for U.S. GAAP and IFRS. The pronouncement is effective for reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard can be adopted using either of two methods: (1) retrospective application to each prior reporting period presented with the option to elect certain practical expedients, as defined within the standard ("full retrospective") or (2) retrospective application with the cumulative effect of adoption recognized at the date of initial application and providing certain additional disclosures, as defined within the standard ("modified retrospective"). Management currently plans to adopt the ASU for the quarter ended March 31, 2018, as required by the standard, and preliminarily plans to use the modified retrospective approach.
 
Currently, using internal resources, management is analyzing contracts from the NobelClad and DynaEnergetics segments to determine the technical accounting conclusions and the impact on business processes and systems of the new revenue standard. In our NobelClad business, contracts are often for unique projects, but the vast majority of contracts contain standard terms and conditions. We have reviewed contracts representing a majority of NobelClad's revenue for the year ended December 31, 2016 and have preliminarily concluded that applying the new standard to those contracts would not have a material impact on our financial statements. In our DynaEnergetics business, we sell different products to a wide variety of customers, but the contracts also often contain similar terms and conditions. We have begun evaluating contracts from the DynaEnergetics segment and will finish our review during the second half of 2017.

The Company is continuing to evaluate the impacts of our pending adoption, and our preliminary assessments are subject to change.

3.      INVENTORIES
 
Inventories are stated at the lower of cost (first-in, first-out) and net realizable value. Cost elements included in inventory are material, labor, subcontract costs, and manufacturing overhead. As necessary, we record provisions and maintain reserves for excess, slow moving and obsolete inventory. To determine reserve amounts, we regularly review inventory quantities on hand and values, and compare them to estimates of future product demand, market conditions, production requirements and technological developments.

Inventories consist of the following at June 30, 2017 and December 31, 2016 and include reserves of $3,015 and $4,226, respectively:

 
June 30,
2017
 
December 31,
2016
Raw materials
$
14,073

 
$
10,926

Work-in-process
5,427

 
5,417

Finished goods
11,111

 
12,146

Supplies
282

 
344

 
 
 
 
 
$
30,893

 
$
28,833



11

Table of Contents


4.      GOODWILL
 
All of the goodwill is recorded within our NobelClad segment. The changes to the carrying amount of goodwill during the period are summarized below:
 
 
 
Goodwill balance at December 31, 2016
$
16,097

Adjustment due to recognition of tax benefit of tax amortization of certain goodwill
(247
)
Adjustment due to exchange rate differences
1,317

 
 
Goodwill balance at June 30, 2017
$
17,167

 
5.      PURCHASED INTANGIBLE ASSETS
 
The following table presents details of our purchased intangible assets, other than goodwill, as of June 30, 2017:
 
Gross
 
Accumulated
Amortization
 
Net
Core technology
$
19,206

 
$
(9,350
)
 
$
9,856

Customer relationships
38,121

 
(33,335
)
 
4,786

Trademarks / Trade names
2,061

 
(2,021
)
 
40

 
 
 
 
 
 
Total intangible assets
$
59,388

 
$
(44,706
)
 
$
14,682

 
The following table presents details of our purchased intangible assets, other than goodwill, as of December 31, 2016:
 
Gross
 
Accumulated
Amortization
 
Net
Core technology
$
17,751

 
$
(8,165
)
 
$
9,586

Customer relationships
36,088

 
(29,965
)
 
6,123

Trademarks / Trade names
1,903

 
(1,785
)
 
118

 
 
 
 
 
 
Total intangible assets
$
55,742

 
$
(39,915
)
 
$
15,827

 
The change in the gross value of our purchased intangible assets from December 31, 2016 to June 30, 2017 was due to foreign currency translation and an adjustment due to recognition of tax benefit of tax amortization previously applied to certain goodwill related to the DynaEnergetics reporting unit. After the goodwill was written off at December 31, 2015, the tax amortization reduces other noncurrent intangible assets related to the historical acquisition.

6.      CUSTOMER ADVANCES
 
On occasion, we require customers to make advance payments prior to the shipment of goods in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels.  As of June 30, 2017 and December 31, 2016, customer advances totaled $1,286 and $2,619, respectively, and originated from several customers.


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7.      DEBT
 
Lines of credit consisted of the following at June 30, 2017 and December 31, 2016:
 
 
June 30,
2017
 
December 31,
2016
Syndicated credit agreement:
 

 
 

U.S. Dollar revolving loan
$
24,250

 
$
16,250

Euro revolving loan

 

 
 
 
 
Long-term lines of credit
24,250

 
16,250

Less: debt issuance costs
323

 
518

Lines of credit
$
23,927

 
$
15,732


Syndicated Credit Agreement

As of December 31, 2016, we had a $75,000 syndicated credit agreement (“credit facility”) that allowed for revolving loans of $65,000 in U.S. dollars and $10,000 in alternative currencies as well as a $100,000 accordion feature to increase the commitments in any of the loan classes subject to approval by applicable lenders. The credit facility matures on February 23, 2020.

On March 6, 2017, we entered into a third amendment of our credit facility which, among other changes, reduced the amount of borrowings available under the credit facility, increased the maximum debt-to-EBITDA leverage ratio for the first, second, and third quarters of 2017, and also waived the applicability of the minimum debt service coverage ratio for the first, second, and third quarters of 2017, and added a minimum EBITDA covenant for those same periods and is inapplicable thereafter. The maturity of the credit facility did not change with the amendment.
After the amendment, our credit facility allows for borrowings up to $35,000, consisting of revolving loans of $30,000 in U.S. dollars and $5,000 in alternate currencies as well as a $100,000 accordion feature to increase the commitments in any of the loan classes subject to approval by applicable lenders. We also maintain a line of credit with a German bank for certain European operations. This line of credit provides a borrowing capacity of €4,000, of which €2,717 is available after considering outstanding letters of credit.

U.S. borrowings under the amended credit facility can be in the form of Alternate Base Rate loans (“ABR” borrowings are based on the greater of adjusted Prime rates, adjusted CD rates, or adjusted Federal Funds rates) or one, two, three, or six month London Interbank Offered Rate (“LIBOR”) loans. ABR loans bear interest at the defined ABR rate plus an applicable margin and LIBOR loans bear interest at the applicable LIBOR rate plus an applicable margin.

Alternative currency borrowings under the amended credit facility can be in Canadian Dollars, Euros, Pounds Sterling and any other currency that is freely transferable and convertible to U.S. Dollars. Alternative currency borrowings denominated in Canadian Dollars shall be comprised of Canadian Dealer Offered Rate (“CDOR”) Loans or Canadian Prime Loans, at our option, and bear interest at the CDOR rate plus applicable margin or the applicable Canadian Prime Rate plus an applicable margin, respectively. Alternative currency borrowings denominated in Euros shall be comprised of Euro Interbank Offered Rate (“EURIBOR”) loans and bear interest at the EURIBOR rate plus an applicable margin (varying from 1.75% to 3.25%). Alternative currency borrowings denominated in any other alternative currency shall be comprised of Eurocurrency loans and bear interest at the LIBOR rate plus an applicable margin.

Loan Covenants and Restrictions
 
Our existing loan agreements include various covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders; redemption of capital stock; incurrence of additional indebtedness; mortgaging, pledging or disposition of major assets; and maintenance of specified financial ratios.  As of June 30, 2017, we were in compliance with all financial covenants and other provisions of our debt agreements.
 
8.      BUSINESS SEGMENTS
 

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Our business is organized into two segments:  NobelClad and DynaEnergetics. NobelClad is a global leader in the production of explosion-welded clad metal plates for use in the construction of corrosion resistant industrial processing equipment and specialized transition joints. DynaEnergetics designs, manufactures and distributes products utilized by the global oil and gas industry principally for the perforation of oil and gas wells.
The accounting policies of all of the segments are the same as those described in the summary of significant accounting policies included herein and in our Annual Report on Form 10-K for the year ended December 31, 2016.  Our reportable segments are separately managed strategic business units that offer different products and services. Each segment’s products are marketed to different customer types and require different manufacturing processes and technologies.
Segment information is presented for the three and six months ended June 30, 2017 and 2016 as follows:
 
 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Net sales:
 
 
 
 
 
 
 
NobelClad
$
20,369

 
$
26,407

 
$
37,303

 
$
51,459

DynaEnergetics
26,821

 
14,910

 
48,849

 
30,390

 
 
 
 
 
 
 
 
Consolidated net sales
$
47,190

 
$
41,317

 
$
86,152

 
$
81,849


 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Operating income (loss)
 
 
 
 
 
 
 
NobelClad
$
2,322

 
$
4,130

 
$
2,716

 
$
5,639

DynaEnergetics
1,998

 
(2,901
)
 
2,040

 
(1,981
)
 
 
 
 
 
 
 
 
Segment operating income
4,320

 
1,229

 
4,756

 
3,658

 
 
 
 
 
 
 
 
Unallocated corporate expenses
(1,527
)
 
(1,443
)
 
(3,698
)
 
(3,444
)
Stock-based compensation
(811
)
 
(608
)
 
(1,382
)
 
(1,121
)
Other income (expense), net
(949
)
 
304

 
(529
)
 
336

Interest expense
(330
)
 
(397
)
 
(836
)
 
(561
)
Interest income

 
1

 
1

 
2

 
 
 
 
 
 
 
 
Income (loss) before income taxes
$
703

 
$
(914
)
 
$
(1,688
)
 
$
(1,130
)

 
Three months ended June 30,
 
Six months ended June 30,
 
2017
 
2016
 
2017
 
2016
Depreciation and amortization:
 
 
 
 
 
 
 
NobelClad
$
1,006

 
$
1,062

 
$
1,994

 
$
1,994

DynaEnergetics
1,704

 
1,703

 
3,381

 
3,284

 
 
 
 
 
 
 
 
Segment depreciation and amortization
$
2,710

 
$
2,765

 
$
5,375

 
$
5,278


During the six months ended June 30, 2017 and 2016, no one customer accounted for more than 10% of total net sales. 
 

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9.     COMMITMENTS AND CONTINGENCIES

Contingent Liabilities

The Company records an accrual for contingent liabilities when a loss is both probable and reasonably estimable. If some amount within a range of loss appears to be a better estimate than any other amount within the range, that amount is accrued. When no amount within a range of loss appears to be a better estimate than any other amount, the lowest amount in the range is accrued.

Anti-dumping and Countervailing Duties

In June 2015, U.S. Customs and Border Protection (“U.S. Customs”) sent us a Notice of Action that proposed to classify certain of our imports as subject to anti-dumping duties pursuant to a 2010 anti-dumping duty (“AD”) order on Oil Country Tubular Goods (“OCTG”) from China. A companion countervailing duty (“CVD”) order on the same product is in effect as well. The Notice of Action covered one entry of certain raw material steel mechanical tubing made in China and imported into the U.S. from Canada by our DynaEnergetics segment during 2015 for use in manufacturing perforating guns.

In July 2015, we sent a response to U.S. Customs outlining the reasons our mechanical tubing imports do not fall within the scope of the AD order on OCTG from China and should not be subject to anti-dumping duties. U.S. Customs proposed to take similar action with respect to other entries of this product and requested an approximately $1,100 cash deposit or bond for AD/CVD duties.

In August 2015, we posted the bond of approximately $1,100 to U.S. Customs. Subsequently, U.S. Customs declined to conclude on the Company's assertion that the mechanical tubing the Company has been importing is not within the scope of the AD order on OCTG from China. As a result, on September 25, 2015 the Company filed a request for a scope ruling with the U.S. Department of Commerce ("Commerce Department").

On February 15, 2016, the Company received the Commerce Department’s scope ruling, which determined certain imports, primarily used for gun carrier tubing, are included in the scope of the AD/CVD orders on OCTG from China and thus are subject to AD/CVD duties.

On March 11, 2016, the Company filed an appeal with the U.S. Court of International Trade (“CIT”) related to the Commerce Department’s scope ruling. On February 7, 2017, the CIT remanded the scope ruling to the Commerce Department to reconsider its determination. The Commerce Department filed its remand determination with the CIT on June 7, 2017 continuing to find that the Company's imports at issue are within the scope of the AD/CVD orders on OCTG from China. This determination is subject to the CIT's review in the ongoing appeal, which is continuing.

On December 27, 2016, we received notice from U.S. Customs that it may pursue penalties against us related to the AD/CVD issue and demanding tender of alleged loss of AD/CVD duties in an amount of $3,049, which was covered by our reserve. We filed a response to the notice on February 6, 2017 asserting our position that any decision to pursue penalties would be premature in light of the Remand Order and that penalties would not be appropriate under the applicable legal standards. On February 16, 2017, we received notice that U.S. Customs was seeking penalties in the amount of $14,783. U.S. Customs also reasserted its demand for tender of alleged loss of AD/CVD duties in the amount of $3,049. We tendered $3,049 in AD amounts (“Tendered Amounts”) on March 6, 2017 into a suspense account pending ultimate resolution of the AD/CVD case. We believe that this penalty assessment is premature and patently unreasonable in the face of the ongoing CIT appeal and that penalties are not appropriate under applicable legal standards. Further, even if penalties are found to be justified, we believe the amount of penalties asserted by U.S. Customs is unreasonable and subject to challenge on various grounds. We submitted a petition for relief and mitigation of penalties on May 17, 2017 asserting these and other points and seeking a stay of the penalty proceedings pending ultimate resolution of the CIT appeal and any further appeals. We are awaiting a response from U.S. Customs and U.S. Customs Headquarters on this petition.

For the six months ended June 30, 2017, the Company recorded $92 of interest on its reserve for AD/CVD duties, bringing the total reserved amount related to AD/CVD duties as of June 30, 2017 to $3,593. The Tendered Amounts were applied to reduce the reserve. The Company will continue to incur legal defense costs and could also be subject to additional interest and penalties. Accruals for the potential penalties discussed above are not reflected in our financial statements as of June 30, 2017 as we do not believe they are probable at this time.
Patent and Trademark Infringement


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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 DPEXTM shaped charges infringe the ‘431 patent and the trademark. The '431 case went to trial in late March 2017, and on March 30, 2017, the jury found in favor of DynaEnergetics on all counts. A bench trial on related matters, including the trademark infringement action occurred on April 20, 2017, and the Court ordered cancellation of GEODynamics' REACTIVE trademark.

On July 1, 2016, GEODynamics filed a second patent infringement action against DynaEnergetics in District Court alleging infringement of US Patent No. 8,544,563 (“the ‘563 patent”), also based on DynaEnergetics’ US sales of DPEX shaped charges. DynaEnergetics denies validity and infringement of the ‘563 patent and plans to vigorously defend against this lawsuit. On September 20, 2016, DynaEnergetics filed an Inter Parties Review (IPR) against the ‘563 patent at the U.S. Patent Trial and Appeal Board (“PTAB”), requesting invalidation of the ’563 patent. On March 17, 2017, DynaEnergetics' IPR request was instituted by the PTAB and a decision is expected in early 2018. Trial on the '563 patent has been stayed pending resolution of the IPR.

On April 28, 2017, GEODynamics filed a third patent infringement action against DynaEnergetics in District Court alleging infringement of U.S. Patent No. 8,220,394 (“the ‘394 patent”), based on DynaEnergetics' sales of its DPEX and HaloFrac® shaped charges. DynaEnergetics denies validity and infringement of the ‘394 patent and plans to vigorously defend against this lawsuit.

We do not believe that the ‘563 patent, the '394 patent or infringement claims based on the patents are valid, and we do not believe it is probable that we will incur a material loss on the '563 matter or the '394 matter. However, if the District Court or a jury determines that either of the patents are valid and that DynaEnergetics has infringed them, it is reasonably possible that our financial statements could be materially affected. We are not able to provide a reasonable estimate of the range of loss, and we have not accrued for any such losses. Such an evaluation includes, among other things, a determination of the total number of infringing sales in the United States of the implicated systems; what a reasonable royalty, if any, might be under the circumstances; or, alternatively, the scope of damages and the relevant period for which damages would apply, if any. 


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10.      RESTRUCTURING

Since 2015, we executed several programs to enhance operating efficiencies across our businesses, including closing distribution and production centers, consolidating manufacturing to more cost-effective locations, and reducing corporate headcount.

DynaEnergetics Restructuring
In the second quarter of 2017, DynaEnergetics announced the closure of its operations in Kazakhstan after legislative changes increased our costs to do business while the overall sales in Kazakhstan were not significant to our results. Our decision to close this location will not change our strategy in the Commonwealth of Independent States (CIS) region or in the DynaEnergetics business. During the quarter, we recorded severance expense, wrote off remaining receivables, prepaid assets, and inventory, recorded an asset impairment to mark the fixed assets down to their salable value, and recorded to the statement of operations foreign exchange losses that had previously been recorded to the balance sheet through currency translation adjustments, due to the substantial liquidation of the entity. In the second quarter of 2016, DynaEnergetics reduced headcount in Troisdorf, Germany and Austin, Texas.
Total restructuring and impairment charges incurred for these programs are as follows and are reported in the “restructuring expenses” line item in our consolidated statement of operations:
 
Three and six months ended June 30, 2017
 
Severance
 
Asset Impairment
 
Other Exit Costs
 
Total
DynaEnergetics
$
20

 
143

 
295

 
$
458

 
 
 
 
 
 
 
 
Total
$
20

 
$
143

 
$
295

 
$
458

 
Three and six months ended June 30, 2016
 
Severance
 
Contract Termination Costs
 
Equipment Moving Costs
 
Total
DynaEnergetics
$
725

 
$
16

 
$
14

 
$
755

Corporate
74

 

 

 
74

 
 
 
 
 
 
 
 
Total
$
799

 
$
16

 
$
14

 
$
829

During the six months ended June 30, 2017, the changes to the restructuring liability associated with these programs is summarized below:
 
December 31, 2016
 
Expense
 
Payments
 
June 30, 2017
Severance
$
62

 
$
20

 
$
(62
)
 
$
20

Contract termination costs
112

 

 
(41
)
 
71

 
 
 
 
 
 
 
 
Total
$
174

 
$
20

 
$
(103
)
 
$
91



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ITEM 2.      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 that is included in our Annual Report filed on Form 10-K for the year ended December 31, 2016.
 
Unless stated otherwise, all currency amounts are presented in thousands of U.S. dollars (000s).
 
Overview
 
General

DMC Global Inc., formerly Dynamic Materials Corporation ("DMC"), 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. 
 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 free-cash flow generation, 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 large portion of the demand for our clad metal products is driven by new plant construction and large plant expansion projects, maintenance and retrofit projects at existing chemical processing, petrochemical processing, oil refining, and aluminum smelting facilities 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 decreased to $27,725 at June 30, 2017 from $31,634 at December 31, 2016. Cost of products sold for NobelClad includes the cost of metals and alloys used to manufacture clad metal plates, the cost of explosives, employee compensation and benefits, freight, outside processing costs, depreciation of manufacturing facilities and equipment, manufacturing supplies and other manufacturing overhead expenses.

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 large, mid-sized, and small 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

During the three and six months ended June 30, 2017, the following factors most affected our financial performance:


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NobelClad’s sales of $20,369 in the second quarter of 2017 declined 23% from the second quarter of 2016 and increased 20% from the first quarter of 2017. The decline versus last year primarily was due to soft activity levels in NobelClad’s end markets and the impact of shipping specialized explosion-clad plates for a large semiconductor capital equipment project in East Asia in the second quarter of 2016.
DynaEnergetics sales of $26,821 in the second quarter of 2017 increased 80% compared with the second quarter of 2016 and 22% sequentially versus the first quarter of 2017. The improved top-line results reflects the continued recovery of the North American well completions market combined with the positive impact of DynaEnergetics’ research and development and product introduction programs during the downturn. Unit sales of the intrinsically-safe DynaSelect switch detonator increased 35% compared with the first quarter of 2017 and were at record levels for the fourth consecutive quarter. Demand also increased significantly for the factory-assembled, performance assured DynaStage perforating system, which has now been deployed by our customers in the five major U.S. onshore oil and gas basins as well as Canada. The business continues to ramp its DynaStage production and assembly capacity to address growing demand in the second half of 2017.  
Consolidated gross profit of 30% in the second quarter of 2017 improved from 24% in the same period of 2016 and 27% in the first quarter of 2017. The sequential improvement primarily related to favorable project mix in NobelClad and higher average selling prices in DynaEnergetics.
Consolidated general and administrative expenses were $6,082 in the second quarter of 2017 compared with $4,389 in the second quarter of 2016. The increase primarily was due to higher outside legal expenses related to patent litigation in DynaEnergetics and increased salaries and wages.    
Net debt (lines of credit less cash and cash equivalents) of $15,312 increased $5,999 from $9,313 at December 31, 2016. The increase in net debt primarily was attributable to borrowing to fund working capital requirements from higher demand at DynaEnergetics, the tender of $3,049 in AD/CVD amounts to U.S. Customs pending ultimate resolution of the AD/CVD case and, legal expenses in DynaEnergetics associated with the patent infringement litigation.

Business Outlook

Although sales at NobelClad in the second quarter of 2017 reflected continued soft end-market spending, the business continues to pursue an expanding range of large project opportunities believed to be nearing the award phase. After the close of the second quarter, NobelClad secured a $4 million clad-plate order related to a specialty chemical project in Asia. The order, which will be reflected in NobelClad’s third quarter of 2017 backlog, is one of several sizable chemical and petrochemical project opportunities the business believes purchase orders could be placed by customers later this year and into 2018. A potential $9 million project is among these opportunities. If awarded the shipment of any of these projects and recognition of revenue will likely occur in 2018.
Demand for our flagship products continues to expand in North America for our intrinsically-safe DynaSelectTM detonator and our factory-assembled DynaStage perforating system. The efficiencies and cost benefits delivered by DynaEnergetics’ family of high-value perforating products have enabled the business to maintain its price and margin recovery efforts, which will continue during the second half of the  year.

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 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.

The presence of non-GAAP financial measures in this report is not intended to be considered in isolation or as a substitute for, or 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.


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Consolidated Results of Operations

Three months ended June 30, 2017 compared with three months ended June 30, 2016

 
 
Three months ended June 30,
 
 
 
 
 
 
2017
 
2016
 
$ change
 
% change
Net sales
 
$
47,190

 
$
41,317

 
$
5,873

 
14
 %
Gross profit
 
14,018

 
9,908

 
4,110

 
41
 %
Gross profit percentage
 
29.7
%
 
24.0
%
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
General and administrative expenses
 
6,082

 
4,389

 
1,693

 
39
 %
% of net sales
 
12.9
%
 
10.6
%
 
 
 
 
Selling and distribution expenses
 
4,492

 
4,497

 
(5
)
 
 %
% of net sales
 
9.5
%
 
10.9
%
 
 
 
 
Amortization of purchased intangible assets
 
1,004

 
1,015

 
(11
)
 
(1
)%
% of net sales
 
2.1
%
 
2.5
%
 
 
 
 
Restructuring expenses
 
458

 
829

 
(371
)
 
(45
)%
Operating income (loss)
 
1,982

 
(822
)
 
2,804

 
341
 %
Other income (expense), net
 
(949
)
 
304

 
(1,253
)
 
(412
)%
Interest income (expense), net
 
(330
)
 
(396
)
 
66

 
17
 %
Income (loss) before income taxes
 
703

 
(914
)
 
1,617

 
177
 %
Income tax provision (benefit)
 
514

 
(148
)
 
662

 
447
 %
Net income (loss)
 
189

 
(766
)
 
955

 
125
 %
Adjusted EBITDA
 
$
5,961

 
$
3,307

 
$
2,654

 
80
 %

Net sales increased compared with 2016 as an 80% increase in DynaEnergetics primarily due to increased onshore unconventional drilling and completion activity in North America outweighed a 23% decline in NobelClad from lower project volume. NobelClad's results for the second quarter of 2016 included shipment of 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 from favorable project mix in NobelClad and higher average selling prices and improved product mix in DynaEnergetics.

General and administrative expenses increased compared with 2016 primarily due to higher outside legal expenses related to patent infringement defense costs, higher salaries and wages, and higher stock-based compensation expense.

Restructuring expenses for 2017 related to the announced closure of DynaEnergetics operations in Kazakhstan. For 2016 the restructuring expense related to severance for headcount reductions at DynaEnergetics locations in Troisdorf, Germany and Austin, Texas and the accelerated vesting of stock awards in connection with the elimination of certain positions.

Operating income (loss) increased compared with 2016 as favorable product mix within DynaEnergetics outweighed higher general and administrative expenses primarily related to ongoing patent infringement defense costs and lower sales volume in NobelClad.

Other income (expense), net in 2017 primarily relates to realized and unrealized foreign currency losses from the strengthening of the Euro against the US dollar and Russian Ruble while other income in 2016 primarily was due to 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 foreign currency transaction gains or losses at settlement of the transaction.

Interest income (expense), net decreased compared with 2016 due to lower interest on average outstanding balance.

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Table of Contents


Income tax provision (benefit) We recorded income tax expense of $514 for the second quarter of 2017 compared with a benefit of $148 for the second quarter of 2016. 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 income (loss) for the three months ended June 30, 2017 was $189, or $0.01 per diluted share, compared with a net loss of $766, or $0.05 per diluted share, for the same period 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 EBIDTA.
 
 
Three months ended June 30,
 
 
2017
 
2016
Net income (loss)
 
$
189

 
$
(766
)
Interest expense
 
330

 
397

Interest income
 

 
(1
)
Provision (benefit) for income taxes
 
514

 
(148
)
Depreciation
 
1,706

 
1,750

Amortization of purchased intangible assets
 
1,004

 
1,015

EBITDA
 
3,743

 
2,247

Restructuring expenses
 
458

 
829

Stock-based compensation
 
811

 
535

Other (income) expense, net
 
949

 
(304
)
Adjusted EBITDA
 
$
5,961

 
$
3,307



Six months ended June 30, 2017 compared with six months ended June 30, 2016
 
 
Six months ended June 30,
 
 
 
 
 
 
2017
 
2016
 
$ change
 
% change
Net sales
 
$
86,152

 
$
81,849

 
$
4,303

 
5
 %
Gross profit
 
24,384

 
20,293

 
4,091

 
20
 %
Gross profit percentage
 
28.3
%
 
24.8
%
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
General and administrative expenses
 
13,288

 
9,837

 
3,451

 
35
 %
% of net sales
 
15.4
%
 
12.0
%
 
 
 
 
Selling and distribution expenses
 
8,974

 
8,520

 
454

 
5
 %
% of net sales
 
10.4
%
 
10.4
%
 
 
 
 
Amortization of purchased intangible assets
 
1,988

 
2,014

 
(26
)
 
(1
)%
% of net sales
 
2.3
%
 
2.5
%
 
 
 
 
Restructuring expenses
 
458

 
829

 
(371
)
 
(45
)%
Operating loss
 
(324
)
 
(907
)
 
583

 
64
 %
Other income (expense), net
 
(529
)
 
336

 
(865
)
 
(257
)%
Interest income (expense), net
 
(835
)
 
(559
)
 
(276
)
 
(49
)%
Loss before income taxes
 
(1,688
)
 
(1,130
)
 
(558
)
 
(49
)%
Income tax provision
 
1,144

 
49

 
1,095

 
2,235
 %
Net loss
 
(2,832
)
 
(1,179
)
 
(1,653
)
 
(140
)%
Adjusted EBITDA
 
$
6,891

 
$
6,321

 
$
570

 
9
 %

Net sales increased compared with 2016 due to a 61% increase in DynaEnergetics due to increased onshore unconventional drilling and completion activity in North America. This increase partially was offset by a 28% decline in

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NobelClad from lower project volume including the impact of the shipment of the semiconductor-related project in the second quarter of 2016.

Gross profit percentage increased from higher averages selling prices and improved product mix in DynaEnergetics, combined with 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 as well as higher salaries and wages.

Selling and distribution expenses increased compared with 2016 principally due to an increase in salaries and benefits and higher outside services expenses.

Restructuring expenses for 2017 related to the announced closure of DynaEnergetics operations in Kazakhstan. For 2016 restructuring related to severance for headcount reductions at DynaEnergetics locations in Troisdorf, Germany and Austin, Texas and the accelerated vesting of stock awards in connection with the elimination of certain positions.

Operating loss decreased compared with 2016 as higher sales volume and favorable product mix outweighed increased general and administrative expense primarily related to ongoing patent infringement defense costs.

Other income (expense), net was primarily made up of realized and unrealized foreign currency losses in 2017 while in 2016 it 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 foreign currency transaction gains or losses at settlement of the transaction.

Interest income (expense), net increased compared with 2016 due to expensing $261 of deferred debt issuance costs in conjunction with amending our credit facility in March 2017.

Income tax provision We recorded income tax expense of $1,144 for the six months ended June 30, 2017 compared with $49 for the same period of 2016. 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 for the six months ended June 30, 2017 was $2,832, or $0.20 per diluted share, compared with a net loss of $1,179, or $0.08 per diluted share, for the same period 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 EBIDTA.
 
 
Six months ended June 30,
 
 
2017
 
2016
Net loss
 
$
(2,832
)
 
$
(1,179
)
Interest expense
 
836

 
561

Interest income
 
(1
)
 
(2
)
Provision for income taxes
 
1,144

 
49

Depreciation
 
3,387

 
3,264

Amortization of purchased intangible assets
 
1,988

 
2,014

EBITDA
 
4,522

 
4,707

Restructuring expenses
 
458

 
829

Stock-based compensation
 
1,382

 
1,121

Other (income) expense, net
 
529

 
(336
)
Adjusted EBITDA
 
$
6,891

 
$
6,321



Business Segment Financial Information


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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 is defined as revenues less expenses identifiable to the segment. Segment operating income will reconcile to consolidated income before income taxes by deducting unallocated corporate expenses, including stock-based compensation, net other expense, net interest expense, and income tax provision.

NobelClad

Three months ended June 30, 2017 compared with three months ended June 30, 2016
 
 
Three months ended June 30,
 
 
 
 
 
 
2017
 
2016
 
$ change
 
% change
Net sales
 
$
20,369

 
$
26,407

 
$
(6,038
)
 
(23
)%
Gross profit
 
5,061

 
6,648

 
(1,587
)
 
(24
)%
Gross profit percentage
 
24.8
%
 
25.2
%
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
General and administrative expenses
 
958

 
863

 
95

 
11
%
Selling and distribution expenses
 
1,687

 
1,559

 
128

 
8
 %
Amortization of purchased intangible assets
 
94

 
96

 
(2
)
 
(2
)%
Operating income
 
2,322

 
4,130

 
(1,808
)
 
(44
)%
Adjusted EBITDA
 
$
3,328

 
$
5,192

 
$
(1,864
)
 
(36
)%

Net sales decreased compared with 2016 due to lower demand in NobelClad's end markets and 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 order 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 decreased slightly compared with 2016 primarily due to less favorable margins on the mix of projects.

General and administrative expenses increased compared with 2016 primarily due to increases in salaries and employee benefits due to increased headcount.

Selling and distribution expenses increased compared with 2016 primarily from an increase in salaries and benefits due to increased headcount in business growth positions.

Operating income decreased compared with 2016 primarily from lower project volume and higher selling and distribution expenses.

Adjusted EBITDA declined 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 EBIDTA.

 
 
Three months ended June 30,
 
 
2017
 
2016
Operating income
 
$
2,322

 
$
4,130

Adjustments:
 
 
 
 
Depreciation
 
912

 
966

Amortization of purchased intangibles
 
94

 
96

Adjusted EBITDA
 
$
3,328

 
$
5,192







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Six months ended June 30, 2017 compared with six months ended June 30, 2016
 
 
Six months ended June 30,
 
 
 
 
 
 
2017
 
2016
 
$ change
 
% change
Net sales
 
$
37,303

 
$
51,459

 
$
(14,156
)
 
(28
)%
Gross profit
 
8,324

 
10,616

 
(2,292
)
 
(22
)%
Gross profit percentage
 
22.3
%
 
20.6
%
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
General and administrative expenses
 
1,996

 
1,848

 
148

 
8
 %
Selling and distribution expenses
 
3,427

 
2,938

 
489

 
17
 %
Amortization of purchased intangible assets
 
185

 
191

 
(6
)
 
(3
)%
Operating income
 
2,716

 
5,639

 
(2,923
)
 
(52
)%
Adjusted EBITDA
 
$
4,710

 
$
7,633

 
$
(2,923
)
 
(38
)%

Net sales decreased compared with 2016 due to lower demand in NobelClad's end markets and timing differences with respect to when orders entered our backlog and the subsequent shipment of these orders. Additionally, during the second quarter of 2016, NobelClad shipped a large semiconductor-related project.

Gross profit percentage increased compared with 2016 primarily due to more favorable margins on the mix of projects.

General and administrative expenses increased compared with 2016 primarily due to increases in salaries and employee benefits due to increased headcount.

Selling and distribution expenses increased compared with 2016 primarily from an increase in salaries and benefits due to increased headcount in business growth positions and higher outside services expenses.

Operating income decreased compared with 2016 primarily from lower volume of projects and higher general and administrative as well as selling and distribution expenses.

Adjusted EBITDA declined 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 EBIDTA.

 
 
Six months ended June 30,
 
 
2017
 
2016
Operating income
 
$
2,716

 
$
5,639

Adjustments:
 
 
 
 
Depreciation
 
1,809

 
1,803

Amortization of purchased intangibles
 
185

 
191

Adjusted EBITDA
 
$
4,710

 
$
7,633



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DynaEnergetics

Three months ended June 30, 2017 compared with three months ended June 30, 2016
 
 
Three months ended June 30,
 
 
 
 
 
 
2017
 
2016
 
$ change
 
% change
Net sales
 
$
26,821

 
$
14,910

 
$
11,911

 
80
 %
Gross profit
 
9,033

 
3,323

 
5,710

 
172
 %
Gross profit percentage
 
33.7
%
 
22.3
%
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
General and administrative expenses
 
2,968

 
1,709

 
1,259

 
74
%
Selling and distribution expenses
 
2,699

 
2,841

 
(142
)
 
(5
)%
Amortization of purchased intangible assets
 
910

 
919

 
(9
)
 
(1
)%
Restructuring expenses
 
458

 
755

 
(297
)
 
(39
)%
Operating income (loss)
 
1,998

 
(2,901
)
 
4,899

 
169
 %
Adjusted EBITDA
 
$
4,160

 
$
(443
)
 
$
4,603

 
1,039
 %

Net sales were higher than 2016 primarily due to increased onshore unconventional drilling and completion activity in North America.

Gross profit percentage increased compared with 2016 due to higher average selling prices and improved product mix.

General and administrative expenses increased compared with 2016 primarily due to higher outside legal expenses related to patent infringement defense costs.

Selling and distribution expenses decreased compared with 2016 primarily due to lower bad debt expense.

Restructuring expenses in 2017 related to the announced closure of operations in Kazakhstan. In 2016, restructuring 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 (loss) increased compared with 2016 due to favorable product mix, higher unit volume, and higher average selling prices, partially offset by increased general and administrative expenses.

Adjusted EBITDA increased compared with 2016 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 EBIDTA.
 
 
Three months ended June 30,
 
 
2017
 
2016
Operating income (loss)
 
$
1,998

 
$
(2,901
)
Adjustments:
 
 
 
 
Restructuring expenses
 
458

 
755

Depreciation
 
794

 
784

Amortization of purchased intangibles
 
910

 
919

Adjusted EBITDA
 
$
4,160

 
$
(443
)









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Table of Contents


Six months ended June 30, 2017 compared with six months ended June 30, 2016

 
 
Six months ended June 30,
 
 
 
 
 
 
2017
 
2016
 
$ change
 
% change
Net sales
 
$
48,849

 
$
30,390

 
$
18,459

 
61
 %
Gross profit
 
16,195

 
9,787

 
6,408

 
65
 %
Gross profit percentage
 
33.2
%
 
32.2
%
 
 
 
 
COSTS AND EXPENSES:
 
 
 
 
 
 
 
 
General and administrative expenses
 
6,528

 
3,771

 
2,757

 
73
%
Selling and distribution expenses
 
5,366

 
5,419

 
(53
)
 
(1
)%
Amortization of purchased intangible assets
 
1,803

 
1,823

 
(20
)
 
(1
)%
Restructuring expenses
 
458

 
755

 
(297
)
 
(39
)%
Operating income (loss)
 
2,040

 
(1,981
)
 
4,021

 
203
 %
Adjusted EBITDA
 
$
5,879

 
$
2,058

 
$
3,821

 
186
 %

Net sales were higher than 2016 primarily due to increased onshore unconventional drilling and completion activity in North America combined with increased customer adoption of demand for our flagship products continues to expand, particularly in North America for our factory-assembled DynaStage perforating system and our intrinsically-safe DynaSelect detonator.

Gross profit percentage increased compared with 2016 due to higher average selling prices and favorable product mix.

General and administrative expenses increased compared with 2016 primarily due to higher outside legal expenses related to patent infringement defense costs.

Restructuring expenses in 2017 related to the announced closure of operations in Kazakhstan. In 2016, restructuring 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 (loss) increased compared with 2016 due to favorable product mix, higher unit volume, and higher average selling prices, partially offset by increased general and administrative expenses.

Adjusted EBITDA increased compared with 2016 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 EBIDTA.
 
 
Six months ended June 30,
 
 
2017
 
2016
Operating income (loss)
 
$
2,040

 
$
(1,981
)
Adjustments:
 
 
 
 
Restructuring expenses
 
458

 
755

Depreciation
 
1,578

 
1,461

Amortization of purchased intangibles
 
1,803

 
1,823

Adjusted EBITDA
 
$
5,879

 
$
2,058


Liquidity and Capital Resources
 
We have historically financed our operations from a combination of internally generated cash flow, revolving credit borrowings, and various long-term debt arrangements.  We believe that cash flow from operations and funds available under our current credit facilities and any future replacement thereof will be sufficient to fund the working capital, debt interest service, dividend payments, and capital expenditure requirements of our current business operations for the foreseeable future.  Nevertheless, our ability to generate sufficient cash flows from operations will depend upon our success in executing our strategies. If we are unable to (i) realize sales from our backlog; (ii) secure new customer orders; (iii) sell products at attractive

26

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margins; and (iv) continue to implement cost-effective internal processes, our ability to meet cash requirements through operating activities could be impacted. Although we expect that DynaEnergetics' legal costs will decrease in the remainder of 2017, continued heightened litigation costs could negatively impact our ability to meet future cash requirements. Furthermore, any restriction on the availability of borrowings under our credit facilities could also negatively affect our ability to meet future cash requirements. In March 2017, we filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission, which has been declared effective, and on which we registered for sale up to $150 million of certain of our securities from time to time and on terms that we may determine in the future. Our ability to access this capital may be limited by market conditions at the time of any future potential offering. There can be no assurance that any such capital will be available on acceptable terms or at all.

Debt facilities
 
As of December 31, 2016, we had a $75,000 syndicated credit agreement (“credit facility”) that allowed for revolving loans of $65,000 in U.S. dollars and $10,000 in alternative currencies as well as a $100,000 accordion feature to increase the commitments in any of the loan classes subject to approval by applicable lenders. The credit facility matures on February 23, 2020.

On March 6, 2017, we entered into a third amendment of our credit facility which, among other changes, reduced the amount of borrowings available under the credit facility, increased the maximum debt-to-EBITDA leverage ratio for the first, second, and third quarters of 2017, and also waived the applicability of the minimum debt service coverage ratio for the first, second, and third quarters of 2017, and added a minimum EBITDA covenant for those same periods and is inapplicable thereafter. The minimum EBTIDA coverage covenant requires Consolidated Pro Forma EBITDA (as defined in the agreement) of at least $4,000 for the June 30, 2017 reporting period and at least $6,500 for the September 30, 2017 reporting period. The maturity of the credit facility did not change with the amendment.
After the amendment, our credit facility allows for borrowings up to $35,000, consisting of revolving loans of $30,000 in U.S. dollars and $5,000 in alternate currencies as well as a $100,000 accordion feature to increase the commitments in any of the loan classes subject to approval by applicable lenders. We also maintain a line of credit with a German bank for certain DynaEnergetics operations. This line of credit provides a borrowing capacity of €4,000. 

As of June 30, 2017, U.S. dollar revolving loans of $24,250 were outstanding under our credit facility.  While we had approximately $10,750 of available revolving credit loan capacity as of June 30, 2017 under our various credit facilities, future borrowings are subject to compliance with financial covenants that could significantly limit such availability.
 
There are currently two significant financial covenants under our credit facility, a debt-to-EBITDA leverage ratio ("leverage ratio") and a minimum EBITDA covenant ratio. The leverage ratio is defined in the credit facility, as amended, for any trailing four quarter period, as the ratio of Consolidated Funded Indebtedness (as defined in the agreement) on the last day of such period to Consolidated Pro Forma EBITDA for such period. For the June 30, 2017 reporting period, the maximum leverage ratio permitted by our 2015 syndicated credit facility, as amended, was 5.00 to 1.0. The actual leverage ratio as of June 30, 2017, calculated in accordance with the credit facility, as amended, was 2.59 to 1.0. The minimum EBTIDA coverage covenant requires Consolidated Pro Forma EBITDA of at least $4,000 for the June 30, 2017 reporting period. The actual Consolidated Pro Forma EBITDA for the June 30, 2017 period, calculated in accordance with the credit facility, as amended, was $9,379.
 
Our credit facility also includes various other covenants and restrictions, certain of which relate to the payment of dividends or other distributions to stockholders, redemption of capital stock, incurrence of additional indebtedness, mortgaging, and pledging or disposition of major assets. As of June 30, 2017, we were in compliance with all financial covenants and other provisions of our debt agreements.
 
Other contractual obligations and commitments
 
Our long-term debt balance increased to $24,250 at June 30, 2017 from $16,250 at December 31, 2016. Our other contractual obligations and commitments have not materially changed since December 31, 2016.

Cash flows from operating activities
 
Net cash used in operating activities was $3,133 for the six months ended June 30, 2017 and was primarily due to increased working capital and tendering $3,049 in AD/CVD amounts to U.S. Customs in March 2017 pending ultimate resolution of the AD/CVD case.

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Net cash provided by operating activities was $8,442 for the six months ended June 30, 2016. Net working capital improved $3,030 in the six months ended June 30, 2016 as an increase in customer advances and reduced accounts receivable outweighed increases in prepaid expenses and other accrued expenses and other liabilities and accounts payable

Cash flows from investing activities
 
Net cash flows used in investing activities for the six months ended June 30, 2017 were $2,165 and were primarily due to acquisitions of property, plant and equipment. Net cash flows used in investing activities for the six months ended June 30, 2016 totaled $1,160 and were primarily due to acquisitions of property, plant and equipment.

Cash flows from financing activities
 
Net cash flows provided by financing activities for the six months ended June 30, 2017 totaled $7,177, which included net borrowings on bank lines of credit of $8,000, payment of quarterly dividends of $584, treasury stock acquisitions of $260, and payment of $133 of deferred financing costs associated with refinancing our credit facility in March 2017. 
 
Net cash flows used in financing activities for the six months ended June 30, 2016 totaled $4,385, which included net repayments on bank lines of credit of $4,000 and payment of quarterly dividends of $571
 
Payment of Dividends
 
On May 17, 2017, our Board of Directors declared a quarterly cash dividend of $0.02 per share which was paid on July 17, 2017.  The dividend of $295 was payable to shareholders of record as of June 30, 2017.  We also paid quarterly cash dividends of $0.02 per share in the first quarter of 2017 and $0.02 per share in the first and second quarter of 2016.
 
We may continue to pay quarterly dividends in the future subject to capital availability and periodic determinations that cash dividends are in compliance with our debt covenants and 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, changes in federal income tax laws, or any other factors that our Board of Directors deems relevant.  Any decision to pay cash dividends is and will continue to be at the discretion of our Board of Directors.
 
Critical Accounting Policies
 
Our critical accounting policies have not changed from those reported in our Annual Report filed on Form 10-K for the year ended December 31, 2016.

In our Annual Report on Form 10-K, we disclosed that the fair value of our NobelClad reporting unit exceeded its carrying value by approximately 12%. As of June 30, 2017, there is a risk of future impairment charges if operating results underperform our estimates or other factors negatively impact our expectations of future results. We will continue to closely monitor impairment indicators throughout 2017.

ITEM 3.  Quantitative and Qualitative Disclosure about Market Risk
 
There have been no events that materially affect our quantitative and qualitative disclosure about market risk from that reported in our Annual Report on Form 10-K for the year ended December 31, 2016.
 
ITEM 4.  Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report, and they have concluded that these controls and procedures are effective.

Changes in Internal Control over Financial Reporting


28

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There were no changes that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.


29

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Part II - OTHER INFORMATION

Item 1. Legal Proceedings
 
Information regarding legal proceedings is contained in Note 9 to the Condensed Consolidated Financial Statements contained in this Report and is incorporated herein by reference.

Item 1A. Risk Factors
 
There have been no significant changes in the risk factors identified as being attendant to our business in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In connection with the vesting of Company restricted common stock under our equity incentive plans during the first quarter of 2017, we retained shares of common stock in satisfaction of withholding tax obligations. These shares are held as treasury shares by the Company.
 
 
Total number of shares purchased (1) (2)