XML 59 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The Consolidated Financial Statements include the accounts of DMC and its controlled subsidiaries.  Only subsidiaries in which controlling interests are maintained are consolidated.  The equity method is used to account for our ownership in subsidiaries where we do not have a controlling interest.  All significant intercompany accounts, profits, and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

 

Foreign Operations and Foreign Exchange Rate Risk

 

The functional currency for our foreign operations is the applicable local currency for each affiliate company. Assets and liabilities of foreign subsidiaries for which the functional currency is the local currency are translated at exchange rates in effect at period-end, and the statements of operations are translated at the average exchange rates during the period.  Exchange rate fluctuations on translating foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a separate component of stockholders’ equity and are included in other cumulative comprehensive income (loss). Transactions denominated in currencies other than the local currency are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in income as unrealized (based on period-end translations) or realized upon settlement of the transactions. Cash flows from our operations in foreign countries are translated at actual exchange rates when known, or at the average rate for the period. As a result, amounts related to assets and liabilities reported in the consolidated statements of cash flows will not agree to changes in the corresponding balances in the consolidated balance sheets. The effects of exchange rate changes on cash balances held in foreign currencies are reported as a separate line item below cash flows from financing activities.

 

In September 2010, our German subsidiary, DYNAenergetics, entered into a currency swap agreement with its bank to economically hedge the currency risk associated with a large U.S. dollar order ($2,700) that was awarded to it.  Under the agreement, DYNAenergetics agreed to exchange $2,700 for Euros at an exchange rate of 1.269 U.S. dollars per Euros between January 18, 2011 and April 30, 2011.  We did not designate this derivative as a cash flow hedge for accounting purposes and as such, gains and losses related to changes in its valuation were recorded in the statement of operations.  During the years ended December 31, 2011 and 2010, we recorded gains on this currency swap agreement of $87 and $118, respectively.  These gains are classified as other income (expense), net in our statement of operations.

 

In September 2011, DYNAenergetics entered into a new currency hedge agreement with its bank to hedge its risk on a new $2,500 order which is similar to the order described above.  This hedge agreement, which was amended in December 2011, allowed DYNAenergetics to sell $2,500 for Euros at an exchange rate of 1.425 U.S. dollars per Euros if the market rate was under 1.25 or above 1.425 at the time of settlement.  If the market rate upon settlement was between 1.25 and 1.425, the market rate would be used.  The only exception to this would have been if the market exchange rate dropped below 1.25 any time prior to the settlement in which case the rate upon settlement would have been 1.425 even if the exchange rate subsequently rose back above 1.25 prior to settlement.  As the market rate never went below 1.25 nor exceeded 1.425 at the time of settlement, the market rate was used at settlement and therefore, no gain or loss was recorded.  This hedge agreement expired on May 3, 2012.  We did not designate this derivative as a cash flow hedge for accounting purposes and as such, gains and losses related to changes in its valuation were recorded in the statement of operations.

 

Cash and Cash Equivalents and Restricted Cash

 

For purposes of the consolidated financial statements, we consider highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

Accounts Receivable

 

We review our accounts receivable balance routinely to identify any specific customers with collectability issues.  In circumstances where we are aware of a specific customer’s inability to meets its financial obligation to us, we record a specific allowance for doubtful accounts (with the offsetting expense charged to our statement of operations) against the amounts due reducing the net recognized receivable to the amount we estimate will be collected.  For all other customers, we estimate our allowance for doubtful accounts based on historical rates of write offs of uncollectible receivables and our evaluation of the year end composition of accounts receivable.

 

Inventories

 

Inventories are stated at the lower-of-cost (first-in, first-out) or market value.  Cost elements included in inventory are material, labor, subcontract costs, and factory overhead.  Inventories consist of the following at December 31, 2012 and 2011:

 

 

 

2012

 

2011

 

Raw materials

 

$

16,079

 

$

15,526

 

Work-in-process

 

12,133

 

10,511

 

Finished goods

 

19,155

 

15,947

 

Supplies

 

953

 

1,234

 

 

 

$

48,320

 

$

43,218

 

 

Shipping and handling costs incurred by us upon shipment to customers are included in cost of products sold in the accompanying consolidated statements of operations.

 

Property, Plant and Equipment

 

Property, plant and equipment are recorded at cost, except for assets acquired in acquisitions which are recorded at fair value. Additions, improvements, and betterments are capitalized. Maintenance and repairs are charged to operations as the costs are incurred.  Depreciation is computed using the straight-line method over the estimated useful life of the related asset (except leasehold improvements which are depreciated over the shorter of their estimated useful life or the lease term) as follows:

 

Buildings and improvements

 

15-30 years

Manufacturing equipment and tooling

 

3-15 years

Furniture, fixtures, and computer equipment

 

3-10 years

Other

 

3-10 years

 

Property, plant and equipment consist of the following at December 31, 2012 and 2011:

 

 

 

2012

 

2011

 

Land

 

$

2,792

 

$

2,249

 

Buildings and improvements

 

24,203

 

22,212

 

Manufacturing equipment and tooling

 

39,073

 

33,409

 

Furniture, fixtures and computer equipment

 

7,148

 

6,741

 

Other

 

3,534

 

2,257

 

Construction in process

 

13,871

 

6,046

 

 

 

$

90,621

 

$

72,914

 

 

Asset Impairments

 

We review our long-lived assets to be held and used by us for impairment whenever events or changes in circumstances indicate their carrying amount may not be recoverable.  In so doing, we estimate the future net cash flows expected to result from the use of these assets and their eventual disposition.  If the sum of the expected future net cash flows (undiscounted and without interest charges) is less than the carrying amount of these assets, an impairment loss is recognized to reduce these assets to their estimated fair values.  Otherwise, an impairment loss is not recognized.  Long-lived assets to be disposed of, if any, are reported at the lower of carrying amount or fair value less cost to sell.  There have been no asset impairments for the years ending December 31, 2012, 2011 and 2010.

 

Goodwill

 

Goodwill represents the excess of acquisition costs over the fair value of net assets of businesses acquired.  Goodwill is not amortized; however, the carrying value of goodwill must be tested annually for impairment on a reporting unit level.   Our policy is to test goodwill in the fourth quarter of each year unless circumstances indicate impairment during an intervening period.  We test goodwill for impairment using the following two-step approach:

 

The first step is a comparison of each reporting unit’s fair value to its carrying value. We estimate fair value using the best information available, including market information and discounted cash flow projections, also referred to as the income approach. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions. The projections incorporate our best estimates of economic and market conditions over the projected period including growth rates in sales and estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements. We validate our estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach.

 

If the carrying value of the reporting unit is higher than its fair value, there is an indication that impairment may exist, and the second step must be performed to measure the amount of impairment loss.  In the second step, the fair value of the reporting unit is allocated to the assets and liabilities of the reporting unit as if it had just been acquired in a business combination and as if the purchase price was equivalent to the fair value of the reporting unit.  The excess of the fair value of the reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. We then compare that implied fair value of the reporting unit’s goodwill to the carrying value of that goodwill. If the implied fair value is less than the carrying value, we recognize an impairment loss for the excess.

 

Our quantitative impairment testing has not resulted in a determination that any of our goodwill is impaired.  A future impairment is possible and could occur if (i) operating results underperform what we have estimated or (ii) additional volatility of the capital markets should cause us to raise the discount rate utilized in our discounted cash flow analysis or decrease the multiples utilized in our market-based analysis.  The use of different estimates or assumptions within the discounted cash flow model when determining the fair value of our reporting units or using methodologies other than as described above could result in different values for reporting units and could result in an impairment charge.

 

The changes to the carrying amount of goodwill during the period are summarized below:

 

 

 

Explosive

 

Oilfield

 

 

 

 

 

Metalworking

 

Products

 

Total

 

Goodwill balance at December 31, 2010

 

$

22,458

 

$

16,715

 

$

39,173

 

Adjustment due to recognition of tax benefit of tax amortization of certain goodwill

 

(349

)

(496

)

(845

)

Adjustment due to exchange rate differences

 

(472

)

(349

)

(821

)

Goodwill balance at December 31, 2011

 

$

21,637

 

$

15,870

 

$

37,507

 

Adjustment due to recognition of tax benefit of tax amortization of certain goodwill

 

(322

)

(485

)

(807

)

Adjustment due to exchange rate differences

 

419

 

312

 

731

 

Goodwill balance at December 31, 2012

 

$

21,734

 

$

15,697

 

$

37,431

 

 

All of the goodwill shown above, which is primarily in Germany, corresponds to amortizable goodwill for tax purposes.

 

Purchased Intangible Assets

 

Our purchased intangible assets include core technology, customer relationships and trademarks/trade names.  Impairment, if any, is calculated based upon our evaluation whereby, estimated undiscounted future cash flows associated with these assets or operations are compared with their carrying value to determine if a write-down to fair value is required.  Finite lived intangible assets are amortized over the estimated useful life of the related assets which have a weighted average amortization period of 12 years in total.

 

The weighted average amortization periods of the intangible assets by asset category are as follows:

 

Core technology

 

20 years

Customer relationships

 

9 years

Trademarks / Trade names

 

9 years

 

The following table presents details of intangible assets as of December 31, 2012:

 

 

 

 

 

Accumulated

 

 

 

 

 

Gross

 

Amortization

 

Net

 

Core technology

 

$

22,494

 

$

(5,749

)

$

16,745

 

Customer relationships

 

44,334

 

(20,046

)

24,288

 

Trademarks / Trade names

 

2,409

 

(1,484

)

925

 

Total intangible assets

 

$

69,237

 

$

(27,279

)

$

41,958

 

 

The following table presents details of intangible assets as of December 31, 2011:

 

 

 

 

 

Accumulated

 

 

 

 

 

Gross

 

Amortization

 

Net

 

Core technology

 

$

22,041

 

$

(4,525

)

$

17,516

 

Customer relationships

 

38,165

 

(14,720

)

23,445

 

Trademarks / Trade names

 

2,361

 

(1,268

)

1,093

 

 

 

 

 

 

 

 

 

Total intangible assets

 

$

62,567

 

$

(20,513

)

$

42,054

 

 

The change in the gross value of our purchased intangible assets from December 31, 2011 to December 31, 2012 reflects the additional intangible assets associated with the acquisition of TRX and the impact of foreign currency translation adjustments.

 

Expected future amortization of intangible assets is as follows:

 

For the years ended December 31 -

 

 

 

2013

 

$

6,341

 

2014

 

6,133

 

2015

 

4,681

 

2016

 

4,681

 

2017

 

4,658

 

Thereafter

 

15,464

 

 

 

$

41,958

 

 

Other Assets

 

Included in other assets are net deferred debt issuance costs of $406 and $530 as of December 31, 2012 and 2011, respectively.  On December 21, 2011, we entered into a new five-year syndicated credit agreement, which amended and restated in its entirety the prior syndicated agreement entered into on November 16, 2007.  In connection with this amendment, $284 of costs associated with the prior term loan and the banks which are no longer in the syndicate were expensed.  The outstanding balance of deferred debt issuance as of December 31, 2011 included additional costs of $435 that were incurred in connection with our amended and restated credit agreement and $95 of deferred debt issuance costs that were carried over from the prior agreement.  These deferred debt issuance are being amortized over the five-year term of the amended and restated credit agreement which expires on December 21, 2016.

 

Customer Advances

 

On occasion, we require customers to make advance payments prior to the shipment of their orders in order to help finance our inventory investment on large orders or to keep customers’ credit limits at acceptable levels.  As of December 31, 2012 and 2011, customer advances totaled $1,363 and $1,918, respectively, and originated from several customers.

 

Revenue Recognition

 

Sales of clad metal products and welding services are generally based upon customer specifications set forth in customer purchase orders and require us to provide certifications relative to metals used, services performed, and the results of any non-destructive testing that the customer has requested be performed.  All issues of conformity of the product to specifications are resolved before the product is shipped and billed.  Products related to the oilfield products segment, which include detonating cords, detonators, bi-directional boosters, and shaped charges, as well as, seismic related explosives and accessories, are standard in nature.  In all cases, revenue is recognized only when all four of the following criteria have been satisfied: persuasive evidence of an arrangement exists; the price is fixed or determinable; delivery has occurred; and collection is reasonably assured.  For contracts that require multiple shipments, revenue is recorded only for the units included in each individual shipment.  If, as a contract proceeds toward completion, projected total cost on an individual contract indicates a probable loss, we will account for such anticipated loss.  Revenue from sales of consigned inventory is recognized upon the use of the product by the consignee or according to the terms of the contract.

 

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”) 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 common share are as follows:

 

 

 

For the Year Ended

 

 

 

December 31, 2012

 

Basic earnings per share:

 

Income

 

Shares

 

EPS

 

Net income attributable to DMC

 

$

11,696

 

 

 

 

 

Less income allocated to RSAs

 

(211

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock for EPS calculation

 

$

11,485

 

13,264,636

 

$

0.87

 

 

 

 

 

 

 

 

 

Adjust shares for dilutives:

 

 

 

 

 

 

 

Stock-based compensation plans

 

 

 

4,077

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income attributable to DMC

 

$

11,696

 

 

 

 

 

Less income allocated to RSAs

 

(211

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock for EPS calculation

 

$

11,485

 

13,268,713

 

$

0.87

 

 

 

 

For the Year Ended

 

 

 

December 31, 2011

 

Basic earnings per share:

 

Income

 

Shares

 

EPS

 

Net income attributable to DMC

 

$

12,491

 

 

 

 

 

Less income allocated to RSAs

 

(246

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock for EPS calculation

 

$

12,245

 

13,089,691

 

$

0.94

 

 

 

 

 

 

 

 

 

Adjust shares for dilutives:

 

 

 

 

 

 

 

Stock-based compensation plans

 

 

 

9,430

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income attributable to DMC

 

$

12,491

 

 

 

 

 

Less income allocated to RSAs

 

(246

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock for EPS calculation

 

$

12,245

 

13,099,121

 

$

0.93

 

 

 

 

For the Year Ended

 

 

 

December 31, 2010

 

Basic earnings per share:

 

Income

 

Shares

 

EPS

 

Net income attributable to DMC

 

$

5,265

 

 

 

 

 

Less income allocated to RSAs

 

(94

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock for EPS calculation

 

$

5,171

 

12,869,666

 

$

0.40

 

 

 

 

 

 

 

 

 

Adjust shares for dilutives:

 

 

 

 

 

 

 

Stock-based compensation plans

 

 

 

12,088

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net income attributable to DMC

 

$

5,265

 

 

 

 

 

Less income allocated to RSAs

 

(94

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocated to common stock for EPS calculation

 

$

5,171

 

12,881,754

 

$

0.40

 

 

Derivative Financial Instruments

 

In the past we have used interest rate swap agreements to manage our interest rate risk on significant portions of our variable rate term loan debt we carried at that time.  The accounting method used for our interest rate swap agreements involved designating the derivative arrangements as hedges in accordance with accounting principles generally accepted in the United States and as a result, changes in the fair value of the swap agreement were recorded in other comprehensive income with the offset as a swap agreement asset or liability.  It was our policy to execute such arrangements with creditworthy banks.  Additionally, as discussed above, we have periodically used foreign currency hedge agreements to manage our foreign currency risk on select transactions.

 

Fair Value of Financial Instruments

 

The carrying values of cash and cash equivalents, trade accounts receivable and payable, accrued expenses and long-term debt approximate their fair value.

 

We had an interest rate swap agreement, which expired on November 16, 2010, and two foreign currency hedge agreements, which expired on April 30, 2011 and May 3, 2012, that were recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are required to use an established hierarchy for fair value measurements based upon the inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:

 

·                  Level 1 — Inputs to the valuation based upon quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date.

 

·                  Level 2 — Inputs to the valuation include quoted prices in either markets that are not active, or in active markets for similar assets or liabilities, inputs other than quoted prices that are observable, and inputs that are derived principally from or corroborated by observable market data.

 

·                  Level 3 — Inputs to the valuation that are unobservable inputs for the asset or liability.

 

The highest priority is assigned to Level 1 inputs and the lowest priority to Level 3 inputs.

 

Our foreign currency hedge agreements were not exchange listed and were therefore valued with models that use Level 2 inputs.

 

Income Taxes

 

We recognize deferred tax assets and liabilities for the expected future income tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities based on enacted tax laws and for tax credits. We recognize deferred tax assets for the expected future effects of all deductible temporary differences.  Deferred tax assets are then reduced, if deemed necessary, by a valuation allowance for the amount of any tax benefits which, more likely than not based on current circumstances, are not expected to be realized (see Note 7).

 

Related Party Transactions

 

Prior to acquiring the remaining outstanding interests in our unconsolidated joint ventures on April 30, 2010 (see Note 3), we had related party transactions with these joint ventures which are summarized below:

 

 

 

2010

 

 

 

 

 

Interest

 

 

 

Sales to

 

income from

 

DYNAenergetics RUS

 

$

663

 

$

 

Perfoline

 

19

 

13

 

 

 

 

 

 

 

Total

 

$

682

 

$

13

 

 

Concentration of Credit Risk

 

Financial instruments, which potentially subject us to a concentration of credit risk, consist primarily of cash, cash equivalents, and accounts receivable. Generally, we do not require collateral to secure receivables.  At December 31, 2012, we had no financial instruments with off-balance sheet risk of accounting losses other than the derivative discussed above.

 

Other Cumulative Comprehensive Loss

 

Other cumulative comprehensive loss as of December 31, 2012, 2011, and 2010 consisted entirely of currency translation adjustments.

 

Recent Accounting Pronouncements

 

In June 2011, the Financial Accounting Standards Board (“FASB”) issued an accounting standard which requires an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The amendment was to be applied retrospectively and was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  Other than revised disclosures, this update did not have a material impact on our financial statements.

 

On September 15, 2011 the FASB issued a revised accounting standard intended to simplify how an entity tests goodwill for impairment.  The amendment allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  An entity is no longer required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  The amendment was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011.  We adopted this amendment for our Explosive Metalworking reporting unit.

 

Reclassifications

 

Certain prior year balances in the consolidated financial statements and notes have been reclassified to conform to the 2012 presentation.