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|
Delaware
|
|
84-0608431
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(State of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
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Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $.05 Par Value
|
|
The Nasdaq Global Select Market
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Large accelerated filer
o
|
|
Accelerated filer
x
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|
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Non-accelerated filer
o
(Do not check if smaller reporting company)
|
|
Smaller reporting company
o
|
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|
Page
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||
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(Dollars in Thousands)
|
||||||||||
|
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For the years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
78,999
|
|
|
$
|
81,634
|
|
|
$
|
91,009
|
|
Canada
|
|
16,021
|
|
|
13,000
|
|
|
23,532
|
|
|||
United Arab Emirates
|
|
7,449
|
|
|
7,891
|
|
|
3,694
|
|
|||
France
|
|
3,744
|
|
|
6,624
|
|
|
5,478
|
|
|||
South Korea
|
|
1,690
|
|
|
5,709
|
|
|
7,362
|
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|||
Germany
|
|
5,979
|
|
|
5,182
|
|
|
7,721
|
|
|||
Russia
|
|
3,731
|
|
|
4,937
|
|
|
7,992
|
|
|||
India
|
|
5,066
|
|
|
4,566
|
|
|
7,617
|
|
|||
Egypt
|
|
1,942
|
|
|
4,080
|
|
|
2,227
|
|
|||
Spain
|
|
1,500
|
|
|
3,858
|
|
|
892
|
|
|||
Iraq
|
|
13
|
|
|
3,758
|
|
|
11,348
|
|
|||
China
|
|
7,012
|
|
|
2,426
|
|
|
1,800
|
|
|||
Italy
|
|
2,577
|
|
|
2,327
|
|
|
2,350
|
|
|||
Hong Kong
|
|
699
|
|
|
2,207
|
|
|
1,967
|
|
|||
Sweden
|
|
2,124
|
|
|
1,699
|
|
|
1,227
|
|
|||
Rest of the world
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|
20,029
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17,020
|
|
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26,345
|
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|||
|
|
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|
|
|
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||||||
Total
|
|
$
|
158,575
|
|
|
$
|
166,918
|
|
|
$
|
202,561
|
|
•
|
Identifying suitable candidates for acquisition and negotiating acceptable terms;
|
•
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Obtaining approval from regulatory authorities and potentially DMC’s shareholders;
|
•
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Maintaining our financial and strategic focus and avoiding distraction of management during the process of integrating the acquired business;
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•
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Implementing our standards, controls, procedures and policies at the acquired business and addressing any pre-existing liabilities or claims involving the acquired business; and
|
•
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To the extent the acquired operations are in a country in which we have not operated historically, understanding the regulations and challenges of operating in that new jurisdiction.
|
•
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changes in the oil and gas, industrial, or infrastructure markets;
|
•
|
operating and financial performance that vary from the expectations of management, securities analysts and investors;
|
•
|
developments in our business or in our business sectors generally;
|
•
|
regulatory changes affecting our industry generally or our business and operations;
|
•
|
the operating and stock price performance of companies that investors consider to be comparable to us;
|
•
|
announcements of strategic developments, acquisitions and other material events by us or our competitors;
|
•
|
our ability to integrate and operate the companies and the businesses that we acquire; and
|
•
|
changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
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Location
|
|
Facility Type
|
|
Facility Size
|
|
Owned/Leased
|
|
Expiration Date of Lease
(if applicable)
|
Boulder, Colorado
|
|
Corporate and Sales Office
|
|
14,630 sq. ft.
|
|
Leased
|
|
November 30, 2022
|
Location
|
|
Facility Type
|
|
Facility Size
|
|
Owned/Leased
|
|
Expiration Date of Lease
(if applicable)
|
Mt. Braddock, Pennsylvania (a)
|
|
Clad plate manufacturing and administration office
|
|
Land: 14 acres
Buildings: 100,129 sq. ft.
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Owned
|
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Dunbar, Pennsylvania
|
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Clad plate shooting site
|
|
Land: 322 acres
Buildings: 18,040 sq. ft.
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Leased
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December 15, 2020, with renewal options through December 15, 2029
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Cool Spring, Pennsylvania
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Clad plate shooting site
|
|
1,200,000 sq. ft.
|
|
Leased
|
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December 31, 2018, with renewal options
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Rivesaltes, France
|
|
Clad plate manufacturing
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|
6.6 acres
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|
Owned
|
|
|
Rivesaltes, France
|
|
Clad plate manufacturing, sales and administration office
|
|
49,643 sq. ft.
|
|
Owned
|
|
|
Tautavel, France (b)
|
|
Clad shooting site
|
|
116 acres
|
|
109 acres owned, 7 acres leased
|
|
December 31, 2021
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Dillenburg, Germany
|
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Clad plate shooting site
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11.4 acres
|
|
Owned
|
|
|
|
|
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25,791 sq. ft.
|
|
Leased
|
|
August 31, 2021
|
Würgendorf, Germany (b)
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Manufacturing
|
|
Land: 24.6 acres
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Owned
|
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Storehouse 174 and 265: 2,756 sq. ft.
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|
Leased
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December 31, 2020
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|
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Building: 34,251 sq. ft.
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Owned
|
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Liebenscheid, Germany
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Manufacturing
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10.47 acres
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Owned
|
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Location
|
|
Facility Type
|
|
Facility Size
|
|
Owned/Leased
|
|
Expiration Date of Lease
(if applicable)
|
Troisdorf, Germany
|
|
Manufacturing and administration office
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|
Manufacturing: 263,201 sq. ft.
Office: 2,033 sq. ft.
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Leased
|
|
December 31, 2020, with renewal options for 5 years
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Troisdorf, Germany
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Office, Sieglarer Strasse
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9,203 sq. ft.
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Leased
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February 28, 2017 with yearly renewal options
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Liebenscheid, Germany
|
|
Manufacturing and office
|
|
33,497 sq. ft.
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Owned
|
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Edmonton, Alberta (c)
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Sales office and warehouse
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24,000 sq. ft.
|
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Leased
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|
January 31, 2019
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Grande Prairie, Alberta
|
|
Sales office and warehouse
|
|
3,504 sq. ft.
|
|
Leased
|
|
December 31, 2019
|
Grande Prairie, Alberta
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|
Storage magazines
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|
144 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Red Deer, Alberta (d)
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|
Sales office and warehouse
|
|
12,500 sq. ft.
|
|
Leased
|
|
March 30, 2018
|
Red Deer, Alberta
|
|
Storage magazines
|
|
1,000 sq. ft.
|
|
Leased
|
|
May 31, 2017. Lease is continuous until either party gives 120 days notice
|
Bonnyville, Alberta (c)
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|
Sales office and warehouse
|
|
5,355 sq. ft.
|
|
Leased
|
|
April 30, 2019
|
Bonnyville, Alberta
|
|
Storage magazines
|
|
95 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Andrews, Texas
|
|
Office and warehouse
|
|
4,000 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Andrews, Texas
|
|
Land for magazines
|
|
600 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Austin, Texas (d)
|
|
Office
|
|
2,400 sq. ft.
|
|
Leased
|
|
April 30, 2017
|
Houston, Texas
|
|
Office
|
|
4,572 sq. ft.
|
|
Leased
|
|
April 30, 2023
|
Blum, Texas
|
|
Office, warehouse, and manufacturing
|
|
16,800 sq. ft.
|
|
Owned
|
|
|
Blum, Texas
|
|
Land for magazines
|
|
206.3 acres
|
|
Owned
|
|
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Bridgeport, Texas
|
|
Office and warehouse
|
|
4,000 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Bridgeport, Texas
|
|
Land for magazines
|
|
100 acres
|
|
Leased
|
|
Month to month agreement
|
Corpus Christi, Texas (d)
|
|
Office and warehouse
|
|
6,000 sq. ft.
|
|
Leased
|
|
August 31, 2018
|
Location
|
|
Facility Type
|
|
Facility Size
|
|
Owned/Leased
|
|
Expiration Date of Lease
(if applicable)
|
Victoria, Texas
|
|
Office and warehouse
|
|
4,000 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Victoria, Texas
|
|
Storage magazine
|
|
4,000 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Whitney, Texas
|
|
Office, warehouse, and manufacturing
|
|
36,000 sq. ft.
|
|
Owned
|
|
|
Lafayette, Louisiana
|
|
Office and warehouse
|
|
6,800 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Beaux Bridge, Louisiana
|
|
Storage magazine
|
|
600 sq. ft.
|
|
Leased
|
|
Month to month agreement
|
Dunbar, Pennsylvania
|
|
Storage magazines
|
|
400 sq. ft.
|
|
Owned
|
|
|
Mt. Braddock, Pennsylvania
|
|
Storage magazines
|
|
120 sq. ft.
|
|
Owned
|
|
|
Russia, Nizhnetavdinskiy District
|
|
Land
|
|
59.7 acres
|
|
Owned
|
|
|
|
|
|
|
1.6 acres
|
|
Owned
|
|
|
Russia, Nizhnetavdinskiy District
|
|
Office
|
|
9,860 sq. ft.
|
|
Owned
|
|
|
Russia, Nizhnetavdinskiy District
|
|
Manufacturing
|
|
58,216 sq. ft.
|
|
Owned
|
|
|
Moscow, Russia
|
|
Sales office
|
|
270 sq. ft.
|
|
Leased
|
|
November 30, 2017
|
Chapaevsk, Russia
|
|
Warehouse
|
|
3,000 sq. ft.
|
|
Leased
|
|
December 31, 2017
|
Noyabrsk, Russia
|
|
Warehouse
|
|
3,229 sq. ft.
|
|
Leased
|
|
December 31, 2017
|
Urengoy, Russia
|
|
Warehouse
|
|
900 sq. ft.
|
|
Leased
|
|
December 31, 2017
|
Nizhnevartovsk, Russia
|
|
Warehouse
|
|
900 sq. ft.
|
|
Leased
|
|
December 31, 2017
|
Sheremetyevo, Russia (Mezdunarodnoye Shosse 9)
|
|
Warehouse
|
|
Any shipped quantity of goods
|
|
Leased
|
|
Not limited
|
Aktobe, Kazakhstan
|
|
Sales Office
|
|
548 sq. ft.
|
|
Owned
|
|
|
Aktobe, Kazakhstan
|
|
Land (sales office)
|
|
0.09 acres
|
|
Owned
|
|
|
Aktobe, Kazakhstan
|
|
Storage
|
|
1,076 sq. ft.
|
|
Leased
|
|
Subject for prolongation every year
|
Aktobe, Kazakhstan
|
|
Bunker
|
|
2,273 sq. ft.
|
|
Owned
|
|
|
Aktobe, Kazakhstan
|
|
Land
|
|
19.76 acres
|
|
Leased
|
|
2050
|
Aktobe, Kazakhstan
|
|
Land (power line)
|
|
0.5 acres
|
|
Leased
|
|
2050
|
2016
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
7.23
|
|
|
$
|
4.84
|
|
Second Quarter
|
|
$
|
11.62
|
|
|
$
|
5.98
|
|
Third Quarter
|
|
$
|
12.38
|
|
|
$
|
9.20
|
|
Fourth Quarter
|
|
$
|
17.19
|
|
|
$
|
9.80
|
|
2015
|
|
High
|
|
Low
|
||||
First Quarter
|
|
$
|
16.57
|
|
|
$
|
12.60
|
|
Second Quarter
|
|
$
|
13.92
|
|
|
$
|
10.28
|
|
Third Quarter
|
|
$
|
12.67
|
|
|
$
|
8.30
|
|
Fourth Quarter
|
|
$
|
11.27
|
|
|
$
|
5.73
|
|
Total Return Analysis
|
12/31/11
|
12/31/12
|
12/30/13
|
12/31/14
|
12/31/15
|
12/31/16
|
DMC Global Inc.
|
$100
|
$70.27
|
$109.91
|
$80.99
|
$35.34
|
$80.13
|
Nasdaq Non-Financial Stocks
|
$100
|
$118.35
|
$162.04
|
$193.48
|
$212.35
|
$227.8
|
Nasdaq Composite (U.S.)
|
$100
|
$116.43
|
$155.41
|
$174.78
|
$175.62
|
$198.47
|
•
|
NobelClad's gross profit, operating income, and Adjusted EBITDA (see "Use of Non-GAAP Financial Measures" below) improved due to favorable customer and project mix, lower manufacturing overhead expenses from the consolidation of European manufacturing facilities, lower general and administrative expenses, and no restructuring charges in 2016.
|
•
|
DynaEnergetics was impacted by continued pressure on selling prices from the prolonged downturn in the oil and gas well-completions sector, which is the segment's primary end market. However, we continued to increase DynaEnergetics' market share in the perforating market in 2016. Unit sales of our DynaSelect
TM
family of detonators continued to grow during 2016, as an increasing number of operators and service providers are leveraging the reliability, efficiency and safety of this product.
|
•
|
The Company continued its investments in research and development, as well as technology, product and market development initiatives. DynaEnergetics' research and development spending in
2016
was
$3,990
compared with
$2,357
in
2015
. Research and development expenses are included in the costs of product sold line item in the consolidated statements of operations.
|
•
|
Restructuring expenses of
$1,202
were incurred in
2016
, primarily related
to severance for headcount reductions and lease termination costs
in DynaEnergetics compared to
$4,063
in
2015
, primarily related to closing distribution and production centers, consolidating manufacturing to more cost-effective locations, and reducing corporate headcount.
|
•
|
A goodwill impairment charge of
$11,464
in
2015
related to the DynaEnergetics reporting unit.
|
•
|
Selling, general, and administrative expenses of
$38,741
for
2016
compared favorably to
$39,743
for
2015
. In 2016, general and administrative expenses included the impact of ongoing patent infringement and AD/CVD litigation.
|
•
|
Net debt of
$9,313
decreased
55%
from December 31,
2015
. Net debt, a non-GAAP measure, is calculated as lines of credit less cash and cash equivalents.
|
•
|
Demand from North America’s onshore oil and gas industry showed additional signs of improvement during the fourth quarter and helped fuel a stronger-than-expected performance at DynaEnergetics. Year-over-year top-line growth in DynaEnergetics has continued early in the first quarter of 2017. There is also expanded customer interest in DynaEnergetics’ factory-assembled DynaStage perforating system.
|
•
|
DynaEnergetics announced a series of price increases during the first quarter of 2017. We believe the increase in demand in the industry, combined with our focus on selling high value products to tier-1 and tier-2 service companies, will help address our margin recovery initiatives as the year proceeds.
|
•
|
NobelClad capitalized on the early arrival of materials to accelerate production and shipment of multiple orders in the fourth quarter of 2016 that were originally scheduled for delivery in early 2017. This, along with soft activity levels in our end markets for NobelClad, is contributing to lower expected sales in the first half of 2017. Our fabricator customers expect improved demand particularly for long-delayed repair, maintenance and upgrade work. It appears higher energy prices and renewed enthusiasm for domestic infrastructure spending may pull forward a number of these projects, which we believe will lead to a recovery in bookings activity during the second half of 2017.
|
•
|
The Company tendered $3,049 in anti-dumping and countervailing (AD/CVD) duties on March 6, 2017 into a suspense account with U.S. Customs pending ultimate resolution of the AD/CVD case. See Item 3 — Legal Proceedings for further discussion.
|
•
|
The improved customer demand at DynaEnergetics is requiring increased investments in working capital. To fund our near-term working capital needs and the $3,049 tender of AD/CVD duties to U.S. Customs, we recently entered an amended credit facility with our commercial banking syndicate to address potential near-term constraints on our covenants. The new facility steps up the maximum allowable leverage ratio and provides relief under our debt service coverage ratio through the third quarter of 2017. Our borrowings available under the credit facility were reduced to $35 million from the prior $75 million. The smaller credit facility provides us with adequate liquidity to fund our anticipated working capital needs. See — "Liquidity and Capital Resources" for further discussion.
|
•
|
Changes in global economic conditions;
|
•
|
The ability to obtain new contracts at attractive prices;
|
•
|
The size and timing of customer orders and shipments;
|
•
|
Product pricing and margins;
|
•
|
Our ability to realize sales from our backlog;
|
•
|
Fluctuations in customer demand;
|
•
|
General economic conditions, both domestic and foreign, impacting our business and the business of the end-market users we serve;
|
•
|
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 ability to remain an innovative leader in our fields of business;
|
•
|
The impacts of pending or future litigation or regulatory matters;
|
•
|
The application of governmental regulation and oversight of our operations and products and the industries in which our customers operate;
|
•
|
The availability and cost of funds; and
|
•
|
Fluctuations in foreign currencies.
|
|
|
2016
|
|
2015
|
|
$ change
|
|
% change
|
|||||||
Net sales
|
|
$
|
158,575
|
|
|
$
|
166,918
|
|
|
$
|
(8,343
|
)
|
|
(5
|
)%
|
Gross profit
|
|
38,680
|
|
|
35,624
|
|
|
3,056
|
|
|
9
|
%
|
|||
Gross profit percentage
|
|
24.4
|
%
|
|
21.3
|
%
|
|
|
|
|
|||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expenses
|
|
22,115
|
|
|
20,998
|
|
|
1,117
|
|
|
5
|
%
|
|||
% of net sales
|
|
13.9
|
%
|
|
12.6
|
%
|
|
|
|
|
|||||
Selling and distribution expenses
|
|
16,626
|
|
|
18,745
|
|
|
(2,119
|
)
|
|
(11
|
)%
|
|||
% of net sales
|
|
10.5
|
%
|
|
11.2
|
%
|
|
|
|
|
|||||
Amortization of purchased intangible assets
|
|
4,011
|
|
|
4,033
|
|
|
(22
|
)
|
|
(1
|
)%
|
|||
% of net sales
|
|
2.5
|
%
|
|
2.4
|
%
|
|
|
|
|
|||||
Restructuring expenses
|
|
1,202
|
|
|
4,063
|
|
|
(2,861
|
)
|
|
(70
|
)%
|
|||
Goodwill impairment charge
|
|
—
|
|
|
11,464
|
|
|
(11,464
|
)
|
|
(100
|
)%
|
|||
Operating income (loss)
|
|
(5,274
|
)
|
|
(23,679
|
)
|
|
18,405
|
|
|
78
|
%
|
|||
Other income (expense), net
|
|
633
|
|
|
(669
|
)
|
|
1,302
|
|
|
195
|
%
|
|||
Interest income (expense), net
|
|
(1,067
|
)
|
|
(1,741
|
)
|
|
674
|
|
|
39
|
%
|
|||
Income tax provision (benefit)
|
|
797
|
|
|
(2,118
|
)
|
|
2,915
|
|
|
138
|
%
|
|||
Net loss
|
|
(6,505
|
)
|
|
(23,971
|
)
|
|
17,466
|
|
|
73
|
%
|
|||
Adjusted EBITDA
|
|
9,021
|
|
|
13,080
|
|
|
(4,059
|
)
|
|
(31
|
)%
|
|
|
Severance and benefits
|
|
Asset impairments
|
|
Contract termination
|
|
Equipment moving ant other exit costs
|
|
Total
|
||||||||||
DynaEnergetics
|
|
$
|
684
|
|
|
$
|
—
|
|
|
$
|
386
|
|
|
$
|
58
|
|
|
$
|
1,128
|
|
Corporate
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||
Total restructuring expenses
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
386
|
|
|
$
|
58
|
|
|
$
|
1,202
|
|
|
|
Severance and benefits
|
|
Asset impairments
|
|
Contract termination
|
|
Equipment moving ant other exit costs
|
|
Total
|
||||||||||
NobelClad
|
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
472
|
|
|
$
|
750
|
|
DynaEnergetics
|
|
735
|
|
|
205
|
|
|
498
|
|
|
222
|
|
|
1,660
|
|
|||||
Corporate
|
|
1,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
|||||
Total restructuring expenses
|
|
$
|
2,626
|
|
|
$
|
205
|
|
|
$
|
538
|
|
|
$
|
694
|
|
|
$
|
4,063
|
|
|
|
2016
|
|
2015
|
||||
Net income
|
|
$
|
(6,505
|
)
|
|
$
|
(23,971
|
)
|
Interest expense
|
|
1,070
|
|
|
1,745
|
|
||
Interest income
|
|
(3
|
)
|
|
(4
|
)
|
||
Provision for income taxes
|
|
797
|
|
|
(2,118
|
)
|
||
Depreciation
|
|
6,756
|
|
|
6,244
|
|
||
Amortization of purchased intangible assets
|
|
4,011
|
|
|
4,033
|
|
||
EBITDA
|
|
6,126
|
|
|
(14,071
|
)
|
||
Restructuring expenses
|
|
1,202
|
|
|
4,063
|
|
||
Goodwill impairment charge
|
|
—
|
|
|
11,464
|
|
||
Accrued anti-dumping duties
|
|
—
|
|
|
6,205
|
|
||
DynaEnergetics inventory reserves
|
|
—
|
|
|
1,924
|
|
||
Stock-based compensation
|
|
2,326
|
|
|
2,826
|
|
||
Other (income) expense, net
|
|
(633
|
)
|
|
669
|
|
||
Adjusted EBITDA
|
|
$
|
9,021
|
|
|
$
|
13,080
|
|
|
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
Net sales
|
|
$
|
166,918
|
|
|
$
|
202,561
|
|
|
$
|
(35,643
|
)
|
|
(18
|
)%
|
Gross profit
|
|
35,624
|
|
|
61,419
|
|
|
(25,795
|
)
|
|
(42
|
)%
|
|||
Gross profit percentage
|
|
21.3
|
%
|
|
30.3
|
%
|
|
|
|
|
|||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expenses
|
|
20,998
|
|
|
23,766
|
|
|
(2,768
|
)
|
|
(12
|
)%
|
|||
% of net sales
|
|
12.6
|
%
|
|
11.7
|
%
|
|
|
|
|
|||||
Selling and distribution expenses
|
|
18,745
|
|
|
18,104
|
|
|
641
|
|
|
4
|
%
|
|||
% of net sales
|
|
11.2
|
%
|
|
8.9
|
%
|
|
|
|
|
|||||
Amortization of purchased intangible assets
|
|
4,033
|
|
|
6,103
|
|
|
(2,070
|
)
|
|
(34
|
)%
|
|||
% of net sales
|
|
2.4
|
%
|
|
3.0
|
%
|
|
|
|
|
|||||
Restructuring expenses
|
|
4,063
|
|
|
6,781
|
|
|
(2,718
|
)
|
|
(40
|
)%
|
|||
Goodwill impairment charge
|
|
11,464
|
|
|
—
|
|
|
11,464
|
|
|
NM
|
|
|||
Operating income (loss)
|
|
(23,679
|
)
|
|
6,665
|
|
|
(30,344
|
)
|
|
(455
|
)%
|
|||
Other income (expense), net
|
|
(669
|
)
|
|
(313
|
)
|
|
(356
|
)
|
|
(114
|
)%
|
|||
Interest income (expense), net
|
|
(1,741
|
)
|
|
(513
|
)
|
|
(1,228
|
)
|
|
(239
|
)%
|
|||
Income tax provision
|
|
(2,118
|
)
|
|
3,913
|
|
|
(6,031
|
)
|
|
(154
|
)%
|
|||
Income from discontinued operations, net of tax
|
|
—
|
|
|
641
|
|
|
(641
|
)
|
|
(100
|
)%
|
|||
Net income (loss)
|
|
(23,971
|
)
|
|
2,567
|
|
|
(26,538
|
)
|
|
(1,034
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
13,080
|
|
|
$
|
31,475
|
|
|
$
|
(18,395
|
)
|
|
(58
|
)%
|
|
|
Severance and benefits
|
|
Asset impairments
|
|
Contract termination
|
|
Equipment moving ant other exit costs
|
|
Total
|
||||||||||
NobelClad
|
|
$
|
238
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
472
|
|
|
$
|
750
|
|
DynaEnergetics
|
|
735
|
|
|
205
|
|
|
498
|
|
|
222
|
|
|
1,660
|
|
|||||
Corporate
|
|
1,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
|||||
Total restructuring expenses
|
|
$
|
2,626
|
|
|
$
|
205
|
|
|
$
|
538
|
|
|
$
|
694
|
|
|
$
|
4,063
|
|
|
|
Severance and benefits
|
|
Asset impairments
|
|
Contract termination
|
|
Equipment moving ant other exit costs
|
|
Total
|
||||||||||
NobelClad
|
|
$
|
2,466
|
|
|
$
|
3,946
|
|
|
$
|
—
|
|
|
$
|
369
|
|
|
$
|
6,781
|
|
Total restructuring expenses
|
|
$
|
2,466
|
|
|
$
|
3,946
|
|
|
$
|
—
|
|
|
$
|
369
|
|
|
$
|
6,781
|
|
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Net income
|
|
$
|
(23,971
|
)
|
|
$
|
2,567
|
|
Income from discontinued operations
|
|
—
|
|
|
(641
|
)
|
||
Interest expense
|
|
1,745
|
|
|
551
|
|
||
Interest income
|
|
(4
|
)
|
|
(38
|
)
|
||
Provision for income taxes
|
|
(2,118
|
)
|
|
3,913
|
|
||
Depreciation
|
|
6,244
|
|
|
7,051
|
|
||
Amortization of purchased intangible assets
|
|
4,033
|
|
|
6,103
|
|
||
EBITDA
|
|
(14,071
|
)
|
|
19,506
|
|
||
Restructuring charges
|
|
4,063
|
|
|
6,781
|
|
||
Goodwill impairment charge
|
|
11,464
|
|
|
—
|
|
||
Accrued anti-dumping duties
|
|
6,205
|
|
|
—
|
|
||
DynaEnergetics inventory reserves
|
|
1,924
|
|
|
1,287
|
|
||
Stock-based compensation
|
|
2,826
|
|
|
3,588
|
|
||
Other (income) expense, net
|
|
669
|
|
|
313
|
|
||
Adjusted EBITDA
|
|
$
|
13,080
|
|
|
$
|
31,475
|
|
|
|
December 31, 2016
|
||||||||||
|
|
NobelClad
|
|
DynaEnergetics
|
|
DMC Global Inc.
|
||||||
Net Sales
|
|
$
|
91,285
|
|
|
$
|
67,290
|
|
|
$
|
158,575
|
|
% of Consolidated
|
|
58
|
%
|
|
42
|
%
|
|
|
||||
|
|
|
|
|
|
|
||||||
Operating Income (Loss)
|
|
8,878
|
|
|
(5,380
|
)
|
|
(5,274
|
)
|
|||
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
12,877
|
|
|
2,516
|
|
|
9,021
|
|
|
|
December 31, 2015
|
||||||||||
|
|
NobelClad
|
|
DynaEnergetics
|
|
DMC Global Inc.
|
||||||
Net Sales
|
|
$
|
89,980
|
|
|
$
|
76,938
|
|
|
$
|
166,918
|
|
% of Consolidated
|
|
54
|
%
|
|
46
|
%
|
|
|
||||
|
|
|
|
|
|
|
||||||
Operating Income (Loss)
|
|
5,819
|
|
|
(19,245
|
)
|
|
(23,679
|
)
|
|||
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
10,727
|
|
|
8,127
|
|
|
13,080
|
|
|
|
December 31, 2014
|
||||||||||
|
|
NobelClad
|
|
DynaEnergetics
|
|
DMC Global Inc.
|
||||||
Net Sales
|
|
$
|
97,108
|
|
|
$
|
105,453
|
|
|
$
|
202,561
|
|
% of Consolidated
|
|
48
|
%
|
|
52
|
%
|
|
|
||||
|
|
|
|
|
|
|
||||||
Operating Income (Loss)
|
|
2,155
|
|
|
14,479
|
|
|
6,665
|
|
|||
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
|
15,418
|
|
|
22,438
|
|
|
31,475
|
|
|
|
2016
|
|
2015
|
|
$ change
|
|
% change
|
|||||||
Net sales
|
|
$
|
91,285
|
|
|
$
|
89,980
|
|
|
$
|
1,305
|
|
|
1
|
%
|
Gross profit
|
|
19,103
|
|
|
17,206
|
|
|
1,897
|
|
|
11
|
%
|
|||
Gross profit percentage
|
|
20.9
|
%
|
|
19.1
|
%
|
|
|
|
|
|||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expenses
|
|
4,024
|
|
|
4,539
|
|
|
(515
|
)
|
|
(11
|
%)
|
|||
Selling and distribution expenses
|
|
5,823
|
|
|
5,719
|
|
|
104
|
|
|
2
|
%
|
|||
Amortization of purchased intangible assets
|
|
378
|
|
|
379
|
|
|
(1
|
)
|
|
—
|
%
|
|||
Restructuring expenses
|
|
—
|
|
|
750
|
|
|
(750
|
)
|
|
(100
|
)%
|
|||
Operating income
|
|
8,878
|
|
|
5,819
|
|
|
3,059
|
|
|
53
|
%
|
|||
Adjusted EBITDA
|
|
$
|
12,877
|
|
|
$
|
10,727
|
|
|
$
|
2,150
|
|
|
20
|
%
|
|
|
2016
|
|
2015
|
||||
Operating income
|
|
$
|
8,878
|
|
|
$
|
5,819
|
|
Adjustments:
|
|
|
|
|
||||
Restructuring expenses
|
|
—
|
|
|
750
|
|
||
Depreciation
|
|
3,621
|
|
|
3,779
|
|
||
Amortization of purchased intangibles
|
|
378
|
|
|
379
|
|
||
Adjusted EBITDA
|
|
$
|
12,877
|
|
|
$
|
10,727
|
|
|
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
Net sales
|
|
$
|
89,980
|
|
|
$
|
97,108
|
|
|
$
|
(7,128
|
)
|
|
(7
|
)%
|
Gross profit
|
|
17,206
|
|
|
21,698
|
|
|
(4,492
|
)
|
|
(21
|
)%
|
|||
Gross profit percentage
|
|
19.1
|
%
|
|
22.3
|
%
|
|
|
|
|
|||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expenses
|
|
4,539
|
|
|
4,907
|
|
|
(368
|
)
|
|
(7
|
)%
|
|||
Selling and distribution expenses
|
|
5,719
|
|
|
5,928
|
|
|
(209
|
)
|
|
(4
|
)%
|
|||
Amortization of purchased intangible assets
|
|
379
|
|
|
1,927
|
|
|
(1,548
|
)
|
|
(80
|
)%
|
|||
Restructuring expenses
|
|
750
|
|
|
6,781
|
|
|
(6,031
|
)
|
|
(89
|
)%
|
|||
Operating income
|
|
5,819
|
|
|
2,155
|
|
|
3,664
|
|
|
170
|
%
|
|||
Adjusted EBITDA
|
|
$
|
10,727
|
|
|
$
|
15,418
|
|
|
$
|
(4,691
|
)
|
|
(30
|
)%
|
|
|
2015
|
|
2014
|
||||
Operating income
|
|
$
|
5,819
|
|
|
$
|
2,155
|
|
Adjustments:
|
|
|
|
|
||||
Restructuring expenses
|
|
750
|
|
|
6,781
|
|
||
Depreciation
|
|
3,779
|
|
|
4,555
|
|
||
Amortization of purchased intangibles
|
|
379
|
|
|
1,927
|
|
||
|
|
|
|
|
||||
Adjusted EBITDA
|
|
$
|
10,727
|
|
|
$
|
15,418
|
|
|
|
2016
|
|
2015
|
|
$ change
|
|
% change
|
|||||||
Net sales
|
|
$
|
67,290
|
|
|
$
|
76,938
|
|
|
$
|
(9,648
|
)
|
|
(13
|
)%
|
Gross profit
|
|
19,811
|
|
|
18,662
|
|
|
1,149
|
|
|
6
|
%
|
|||
Gross profit percentage
|
|
29.4
|
%
|
|
24.3
|
%
|
|
|
|
|
|||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expenses
|
|
9,964
|
|
|
8,423
|
|
|
1,541
|
|
|
18
|
%
|
|||
Selling and distribution expenses
|
|
10,467
|
|
|
12,706
|
|
|
(2,239
|
)
|
|
(18
|
)%
|
|||
Amortization of purchased intangible assets
|
|
3,633
|
|
|
3,654
|
|
|
(21
|
)
|
|
(1
|
)%
|
|||
Restructuring expenses
|
|
1,128
|
|
|
1,660
|
|
|
(532
|
)
|
|
(32
|
)%
|
|||
Goodwill impairment charge
|
|
—
|
|
|
11,464
|
|
|
(11,464
|
)
|
|
(100
|
)%
|
|||
Operating loss
|
|
(5,380
|
)
|
|
(19,245
|
)
|
|
13,865
|
|
|
72
|
%
|
|||
Adjusted EBITDA
|
|
$
|
2,516
|
|
|
$
|
8,127
|
|
|
$
|
(5,611
|
)
|
|
(69
|
)%
|
|
|
2016
|
|
2015
|
||||
Operating loss
|
|
$
|
(5,380
|
)
|
|
$
|
(19,245
|
)
|
Adjustments:
|
|
|
|
|
||||
Restructuring expenses
|
|
1,128
|
|
|
1,660
|
|
||
Goodwill impairment charge
|
|
—
|
|
|
11,464
|
|
||
Accrued anti-dumping duties
|
|
—
|
|
|
6,205
|
|
||
DynaEnergetics inventory reserves
|
|
—
|
|
|
1,924
|
|
||
Depreciation
|
|
3,135
|
|
|
2,465
|
|
||
Amortization of purchased intangibles
|
|
3,633
|
|
|
3,654
|
|
||
|
|
|
|
|
||||
Adjusted EBITDA
|
|
$
|
2,516
|
|
|
$
|
8,127
|
|
|
|
2015
|
|
2014
|
|
$ change
|
|
% change
|
|||||||
Net sales
|
|
$
|
76,938
|
|
|
$
|
105,453
|
|
|
$
|
(28,515
|
)
|
|
(27
|
)%
|
Gross profit
|
|
18,662
|
|
|
40,030
|
|
|
(21,368
|
)
|
|
(53
|
)%
|
|||
Gross profit percentage
|
|
24.3
|
%
|
|
38.0
|
%
|
|
|
|
|
|||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
|
|||||||
General and administrative expenses
|
|
8,423
|
|
|
9,483
|
|
|
(1,060
|
)
|
|
(11
|
)%
|
|||
Selling and distribution expenses
|
|
12,706
|
|
|
11,892
|
|
|
814
|
|
|
7
|
%
|
|||
Amortization of purchased intangible assets
|
|
3,654
|
|
|
4,176
|
|
|
(522
|
)
|
|
(13
|
)%
|
|||
Restructuring expenses
|
|
1,660
|
|
|
—
|
|
|
1,660
|
|
|
NM
|
|
|||
Goodwill impairment charge
|
|
11,464
|
|
|
—
|
|
|
11,464
|
|
|
NM
|
|
|||
Operating income (loss)
|
|
(19,245
|
)
|
|
14,479
|
|
|
(33,724
|
)
|
|
(233
|
)%
|
|||
Adjusted EBITDA
|
|
$
|
8,127
|
|
|
$
|
22,438
|
|
|
$
|
(14,311
|
)
|
|
(64
|
)%
|
|
|
2015
|
|
2014
|
||||
Operating income (loss)
|
|
$
|
(19,245
|
)
|
|
$
|
14,479
|
|
Adjustments:
|
|
|
|
|
||||
Restructuring expenses
|
|
1,660
|
|
|
—
|
|
||
Goodwill impairment charge
|
|
11,464
|
|
|
—
|
|
||
Accrued anti-dumping duties
|
|
6,205
|
|
|
—
|
|
||
DynaEnergetics inventory reserves
|
|
1,924
|
|
|
1,287
|
|
||
Depreciation
|
|
2,465
|
|
|
2,496
|
|
||
Amortization of purchased intangibles
|
|
3,654
|
|
|
4,176
|
|
||
|
|
|
|
|
||||
Adjusted EBITDA
|
|
$
|
8,127
|
|
|
$
|
22,438
|
|
|
|
Payment Due by Period
As of December 31, 2016
|
||||||||||||||||||
|
|
Less than
|
|
|
|
|
|
More than
|
|
|
||||||||||
Other Contractual Obligations
|
|
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
5 Years
|
|
Total
|
||||||||||
Multicurrency revolver (1)
|
|
$
|
—
|
|
|
$
|
16,250
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,250
|
|
Operating lease obligations (2)
|
|
1,660
|
|
|
1,866
|
|
|
951
|
|
|
430
|
|
|
4,907
|
|
|||||
License agreements obligations (3)
|
|
398
|
|
|
398
|
|
|
|
|
|
|
|
|
796
|
|
|||||
Purchase obligations (4)
|
|
18,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,222
|
|
|||||
Total
|
|
$
|
20,280
|
|
|
$
|
18,514
|
|
|
$
|
951
|
|
|
$
|
430
|
|
|
$
|
40,175
|
|
|
Page
|
Financial Statements:
|
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
March 9, 2017
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
|
||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
6,419
|
|
|
$
|
6,291
|
|
Accounts receivable, net of allowance for doubtful accounts of $1,146 and $974, respectively
|
32,959
|
|
|
35,798
|
|
||
Inventory, net
|
28,833
|
|
|
35,449
|
|
||
Prepaid expenses and other
|
5,148
|
|
|
8,916
|
|
||
|
|
|
|
||||
Total current assets
|
73,359
|
|
|
86,454
|
|
||
|
|
|
|
||||
PROPERTY, PLANT AND EQUIPMENT
|
109,427
|
|
|
106,523
|
|
||
Less - accumulated depreciation
|
(52,294
|
)
|
|
(48,524
|
)
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
57,133
|
|
|
57,999
|
|
||
|
|
|
|
||||
GOODWILL, net
|
16,097
|
|
|
17,190
|
|
||
|
|
|
|
||||
PURCHASED INTANGIBLE ASSETS, net
|
15,827
|
|
|
20,418
|
|
||
|
|
|
|
||||
OTHER ASSETS, net
|
139
|
|
|
131
|
|
||
|
|
|
|
||||
TOTAL ASSETS
|
$
|
162,555
|
|
|
$
|
182,192
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
13,260
|
|
|
$
|
14,624
|
|
Accrued expenses
|
4,173
|
|
|
3,972
|
|
||
Accrued anti-dumping duties
|
6,550
|
|
|
6,374
|
|
||
Dividend payable
|
290
|
|
|
284
|
|
||
Accrued income taxes
|
548
|
|
|
2,783
|
|
||
Accrued employee compensation and benefits
|
3,307
|
|
|
2,465
|
|
||
Customer advances
|
2,619
|
|
|
2,396
|
|
||
|
|
|
|
||||
Total current liabilities
|
30,747
|
|
|
32,898
|
|
||
|
|
|
|
||||
LINES OF CREDIT
|
15,732
|
|
|
26,826
|
|
||
|
|
|
|
||||
DEFERRED TAX LIABILITIES
|
1,448
|
|
|
2,119
|
|
||
|
|
|
|
||||
OTHER LONG-TERM LIABILITIES
|
2,219
|
|
|
1,928
|
|
||
|
|
|
|
||||
Total liabilities
|
50,146
|
|
|
63,771
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENT LIABILITIES (See Note 7)
|
—
|
|
|
—
|
|
||
|
|
|
|
|
|
||
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; 14,496,359 and 14,212,115 shares outstanding, respectively
|
725
|
|
|
711
|
|
||
Additional paid-in capital
|
73,116
|
|
|
70,408
|
|
||
Retained earnings
|
80,107
|
|
|
87,767
|
|
||
Other cumulative comprehensive loss
|
(41,514
|
)
|
|
(40,465
|
)
|
||
Treasury stock, at cost; 2,378 and 0 shares, respectively
|
(25
|
)
|
|
—
|
|
||
|
|
|
|
||||
Total stockholders’ equity
|
112,409
|
|
|
118,421
|
|
||
|
|
|
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
162,555
|
|
|
$
|
182,192
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET SALES
|
$
|
158,575
|
|
|
$
|
166,918
|
|
|
$
|
202,561
|
|
COST OF PRODUCTS SOLD
|
119,895
|
|
|
131,294
|
|
|
141,142
|
|
|||
Gross profit
|
38,680
|
|
|
35,624
|
|
|
61,419
|
|
|||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||
General and administrative expenses
|
22,115
|
|
|
20,998
|
|
|
23,766
|
|
|||
Selling and distribution expenses
|
16,626
|
|
|
18,745
|
|
|
18,104
|
|
|||
Amortization of purchased intangible assets
|
4,011
|
|
|
4,033
|
|
|
6,103
|
|
|||
Restructuring expenses
|
1,202
|
|
|
4,063
|
|
|
6,781
|
|
|||
Goodwill impairment charge
|
—
|
|
|
11,464
|
|
|
—
|
|
|||
Total costs and expenses
|
43,954
|
|
|
59,303
|
|
|
54,754
|
|
|||
OPERATING INCOME (LOSS)
|
(5,274
|
)
|
|
(23,679
|
)
|
|
6,665
|
|
|||
OTHER INCOME (EXPENSE):
|
|
|
|
|
|
|
|
||||
Other income (expense), net
|
633
|
|
|
(669
|
)
|
|
(313
|
)
|
|||
Interest expense
|
(1,070
|
)
|
|
(1,745
|
)
|
|
(551
|
)
|
|||
Interest income
|
3
|
|
|
4
|
|
|
38
|
|
|||
INCOME (LOSS) BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS
|
(5,708
|
)
|
|
(26,089
|
)
|
|
5,839
|
|
|||
INCOME TAX PROVISION (BENEFIT)
|
797
|
|
|
(2,118
|
)
|
|
3,913
|
|
|||
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
(6,505
|
)
|
|
(23,971
|
)
|
|
1,926
|
|
|||
DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||||||
Income (loss) from operations of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(77
|
)
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
718
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
641
|
|
|||
NET INCOME (LOSS)
|
(6,505
|
)
|
|
(23,971
|
)
|
|
2,567
|
|
|||
|
|
|
|
|
|
||||||
INCOME (LOSS) PER SHARE - BASIC:
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.13
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
Net income
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.18
|
|
INCOME (LOSS) PER SHARE - DILUTED:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.13
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
Net income
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.18
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
|
|
|
|
|
|
|
|
||||
Basic
|
14,126,108
|
|
|
13,935,097
|
|
|
13,687,485
|
|
|||
Diluted
|
14,126,108
|
|
|
13,935,097
|
|
|
13,689,707
|
|
|||
|
|
|
|
|
|
||||||
DIVIDENDS DECLARED PER COMMON SHARE
|
$
|
0.08
|
|
|
$
|
0.14
|
|
|
$
|
0.16
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
(6,505
|
)
|
|
$
|
(23,971
|
)
|
|
$
|
2,567
|
|
|
|
|
|
|
|
||||||
Change in cumulative foreign currency translation adjustment
|
(1,049
|
)
|
|
(13,869
|
)
|
|
(22,612
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive loss
|
$
|
(7,554
|
)
|
|
$
|
(37,840
|
)
|
|
$
|
(20,045
|
)
|
|
DMC Global Inc. Stockholders
|
|
|
|
|
|
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Cumulative
|
|
|
|
|
|
|
||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury Stock
|
|
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Shares
|
|
Amount
|
|
Total
|
||||||||||||||
Balances, December 31, 2013
|
13,772,324
|
|
|
$
|
689
|
|
|
$
|
62,934
|
|
|
$
|
113,390
|
|
|
$
|
(3,984
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
173,029
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
2,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,567
|
|
||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,612
|
)
|
|
—
|
|
|
—
|
|
|
(22,612
|
)
|
||||||
Shares issued in connection with stock compensation plans
|
224,752
|
|
|
11
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
359
|
|
||||||
Tax impact of stock-based compensation
|
—
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,700
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,700
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,234
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,234
|
)
|
||||||
Balances, December 31, 2014
|
13,997,076
|
|
|
$
|
700
|
|
|
$
|
67,088
|
|
|
$
|
113,723
|
|
|
$
|
(26,596
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
154,915
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,971
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,971
|
)
|
||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,869
|
)
|
|
—
|
|
|
—
|
|
|
(13,869
|
)
|
||||||
Shares issued in connection with stock compensation plans
|
215,039
|
|
|
11
|
|
|
261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
272
|
|
||||||
Tax impact of stock-based compensation
|
—
|
|
|
—
|
|
|
(303
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(303
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,362
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,362
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,985
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,985
|
)
|
||||||
Balances, December 31, 2015
|
14,212,115
|
|
|
$
|
711
|
|
|
$
|
70,408
|
|
|
$
|
87,767
|
|
|
$
|
(40,465
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
118,421
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,505
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,505
|
)
|
||||||
Change in cumulative foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,049
|
)
|
|
—
|
|
|
—
|
|
|
(1,049
|
)
|
||||||
Shares issued in connection with stock compensation plans
|
286,622
|
|
|
14
|
|
|
308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
322
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,400
|
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,155
|
)
|
||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,378
|
)
|
|
(25
|
)
|
|
(25
|
)
|
||||||
Balances, December 31, 2016
|
14,498,737
|
|
|
$
|
725
|
|
|
$
|
73,116
|
|
|
$
|
80,107
|
|
|
$
|
(41,514
|
)
|
|
(2,378
|
)
|
|
$
|
(25
|
)
|
|
$
|
112,409
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Net income (loss)
|
$
|
(6,505
|
)
|
|
$
|
(23,971
|
)
|
|
$
|
2,567
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Loss (income) from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
77
|
|
|||
Gain on sale of discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(718
|
)
|
|||
Depreciation (including capital lease amortization)
|
6,756
|
|
|
6,244
|
|
|
7,051
|
|
|||
Amortization of purchased intangible assets
|
4,011
|
|
|
4,033
|
|
|
6,103
|
|
|||
Amortization and write-off of deferred debt issuance costs
|
156
|
|
|
752
|
|
|
102
|
|
|||
Stock-based compensation
|
2,326
|
|
|
2,826
|
|
|
3,588
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
(156
|
)
|
|||
Deferred income tax benefit
|
(284
|
)
|
|
(725
|
)
|
|
(255
|
)
|
|||
(Gain) loss on disposal of property, plant and equipment
|
455
|
|
|
(23
|
)
|
|
12
|
|
|||
Restructuring and asset impairment expenses
|
1,202
|
|
|
4,063
|
|
|
6,781
|
|
|||
Goodwill impairment charge
|
—
|
|
|
11,464
|
|
|
—
|
|
|||
Accrued anti-dumping duties
|
176
|
|
|
6,374
|
|
|
—
|
|
|||
Other
|
—
|
|
|
23
|
|
|
—
|
|
|||
Change in:
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
2,679
|
|
|
(2,394
|
)
|
|
(427
|
)
|
|||
Inventory, net
|
6,829
|
|
|
1,386
|
|
|
(3,459
|
)
|
|||
Prepaid expenses and other
|
1,002
|
|
|
(3,570
|
)
|
|
(3,004
|
)
|
|||
Accounts payable
|
(1,338
|
)
|
|
758
|
|
|
(932
|
)
|
|||
Customer advances
|
223
|
|
|
(857
|
)
|
|
2,782
|
|
|||
Accrued expenses and other liabilities
|
510
|
|
|
(4,765
|
)
|
|
2,962
|
|
|||
|
|
|
|
|
|
||||||
Net cash flows provided by continuing operations
|
18,198
|
|
|
1,618
|
|
|
23,074
|
|
|||
Net cash flows provided by discontinued operations
|
—
|
|
|
—
|
|
|
239
|
|
|||
Net cash provided by operating activities
|
18,198
|
|
|
1,618
|
|
|
23,313
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(5,719
|
)
|
|
(5,433
|
)
|
|
(21,403
|
)
|
|||
Net proceeds on sale of AMK
|
—
|
|
|
—
|
|
|
6,830
|
|
|||
Proceeds on sale of property, plant and equipment
|
26
|
|
|
—
|
|
|
—
|
|
|||
Change in other non-current assets
|
(9
|
)
|
|
107
|
|
|
1,310
|
|
|||
|
|
|
|
|
|
||||||
Net cash flows used in continuing operations
|
(5,702
|
)
|
|
(5,326
|
)
|
|
(13,263
|
)
|
|||
Net cash flows used in discontinued operations
|
—
|
|
|
—
|
|
|
(120
|
)
|
|||
Net cash used in investing activities
|
(5,702
|
)
|
|
(5,326
|
)
|
|
(13,383
|
)
|
|||
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
|
|||||||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
||||
Borrowings (repayments) on bank lines of credit, net
|
(11,250
|
)
|
|
5,003
|
|
|
(6,069
|
)
|
|||
Payment on loans with former owners of LRI
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||
Payment on capital lease obligations
|
(3
|
)
|
|
(5
|
)
|
|
(24
|
)
|
|||
Payment of dividends
|
(1,150
|
)
|
|
(2,260
|
)
|
|
(2,226
|
)
|
|||
Payment of deferred debt issuance costs
|
—
|
|
|
(1,222
|
)
|
|
—
|
|
|||
Net proceeds from issuance of common stock to employees and directors
|
322
|
|
|
272
|
|
|
359
|
|
|||
Treasury stock purchases
|
(26
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
—
|
|
|
156
|
|
|||
|
|
|
|
|
|
||||||
Net cash provided by (used in) financing activities
|
(12,107
|
)
|
|
1,788
|
|
|
(7,854
|
)
|
|||
|
|
|
|
|
|
||||||
EFFECTS OF EXCHANGE RATES ON CASH
|
(261
|
)
|
|
(1,189
|
)
|
|
(3,274
|
)
|
|||
|
|
|
|
|
|
||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
128
|
|
|
(3,109
|
)
|
|
(1,198
|
)
|
|||
|
|
|
|
|
|
||||||
CASH AND CASH EQUIVALENTS, beginning of the period
|
6,291
|
|
|
9,400
|
|
|
10,598
|
|
|||
|
|
|
|
|
|
||||||
CASH AND CASH EQUIVALENTS, end of the period
|
$
|
6,419
|
|
|
$
|
6,291
|
|
|
$
|
9,400
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||||||
Cash paid during the period for -
|
|
|
|
|
|
||||||
Interest
|
$
|
575
|
|
|
$
|
624
|
|
|
$
|
514
|
|
Income taxes, net
|
$
|
354
|
|
|
$
|
2,491
|
|
|
$
|
3,586
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Increase in inventory reserve
|
|
$
|
544
|
|
|
$
|
565
|
|
|
$
|
1,146
|
|
Expense recorded
|
|
1,738
|
|
|
1,952
|
|
|
1,287
|
|
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
10,926
|
|
|
$
|
14,513
|
|
Work-in-process
|
5,417
|
|
|
8,112
|
|
||
Finished goods
|
12,146
|
|
|
12,320
|
|
||
Supplies
|
344
|
|
|
504
|
|
||
|
|
|
|
||||
|
$
|
28,833
|
|
|
$
|
35,449
|
|
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
|
|
|
2016
|
|
2015
|
||||
Land
|
|
$
|
3,654
|
|
|
$
|
3,380
|
|
Buildings and improvements
|
|
41,952
|
|
|
41,429
|
|
||
Manufacturing equipment and tooling
|
|
42,851
|
|
|
38,599
|
|
||
Furniture, fixtures and computer equipment
|
|
15,997
|
|
|
16,777
|
|
||
Other
|
|
4,152
|
|
|
2,937
|
|
||
Construction in process
|
|
821
|
|
|
3,401
|
|
||
|
|
|
|
|
||||
|
|
$
|
109,427
|
|
|
$
|
106,523
|
|
|
NobelClad
|
|
DynaEnergetics
|
|
Total
|
||||||
Goodwill balance at December 31, 2014
|
$
|
19,418
|
|
|
$
|
13,344
|
|
|
$
|
32,762
|
|
Adjustment due to recognition of tax benefit of tax amortization of certain goodwill
|
(326
|
)
|
|
(563
|
)
|
|
(889
|
)
|
|||
Adjustment due to exchange rate differences
|
(1,902
|
)
|
|
(1,317
|
)
|
|
(3,219
|
)
|
|||
Goodwill impairment
|
—
|
|
|
(11,464
|
)
|
|
(11,464
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill balance at December 31, 2015
|
17,190
|
|
|
—
|
|
|
17,190
|
|
|||
Adjustment due to recognition of tax benefit of tax amortization of certain goodwill
|
(507
|
)
|
|
—
|
|
|
(507
|
)
|
|||
Adjustment due to exchange rate differences
|
(586
|
)
|
|
—
|
|
|
(586
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill balance at December 31, 2016
|
$
|
16,097
|
|
|
$
|
—
|
|
|
$
|
16,097
|
|
Core technology
|
20 years
|
Customer relationships
|
9 years
|
Trademarks / Trade names
|
9 years
|
|
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
|
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Core technology
|
$
|
18,524
|
|
|
$
|
(7,528
|
)
|
|
$
|
10,996
|
|
Customer relationships
|
36,830
|
|
|
(27,701
|
)
|
|
9,129
|
|
|||
Trademarks / Trade names
|
1,988
|
|
|
(1,695
|
)
|
|
293
|
|
|||
|
|
|
|
|
|
||||||
Total intangible assets
|
$
|
57,342
|
|
|
$
|
(36,924
|
)
|
|
$
|
20,418
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
DynaEnergetics research and development costs
|
|
$
|
3,990
|
|
|
$
|
2,357
|
|
|
$
|
2,541
|
|
NobelClad research and development costs
|
|
609
|
|
|
685
|
|
|
558
|
|
|||
Total research and development costs
|
|
$
|
4,599
|
|
|
$
|
3,042
|
|
|
$
|
3,099
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations, net of non-controlling interest
|
$
|
(6,505
|
)
|
|
$
|
(23,971
|
)
|
|
$
|
1,926
|
|
Less income allocated to RSAs
|
—
|
|
|
—
|
|
|
(52
|
)
|
|||
Income (loss) from continuing operations allocated to common stock for EPS calculation
|
(6,505
|
)
|
|
(23,971
|
)
|
|
1,874
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
641
|
|
|||
Net income (loss) allocated to common stock for EPS calculation
|
$
|
(6,505
|
)
|
|
$
|
(23,971
|
)
|
|
$
|
2,515
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
14,126,108
|
|
|
13,935,097
|
|
|
13,687,485
|
|
|||
Dilutive stock-based compensation plans
|
—
|
|
|
—
|
|
|
2,222
|
|
|||
Weighted average common shares outstanding - diluted
|
14,126,108
|
|
|
13,935,097
|
|
|
13,689,707
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) per share - Basic:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Net income (loss) allocated to common stock for EPS calculation
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.18
|
|
|
|
|
|
|
|
||||||
Income (loss) per share - Diluted:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.13
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.05
|
|
|||
Net income (loss) allocated to common stock for EPS calculation
|
$
|
(0.46
|
)
|
|
$
|
(1.72
|
)
|
|
$
|
0.18
|
|
|
2016
|
|
2015
|
||||
Syndicated credit agreement:
|
|
|
|
|
|
||
U.S. Dollar revolving loan
|
$
|
16,250
|
|
|
$
|
27,500
|
|
Euro revolving loan
|
—
|
|
|
—
|
|
||
Commerzbank line of credit
|
—
|
|
|
—
|
|
||
|
16,250
|
|
|
27,500
|
|
||
Less current portion
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Long-term lines of credit
|
16,250
|
|
|
27,500
|
|
||
Less: debt issuance costs
|
518
|
|
|
674
|
|
||
Lines of credit
|
$
|
15,732
|
|
|
$
|
26,826
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of products sold
|
|
$
|
235
|
|
|
$
|
243
|
|
|
$
|
309
|
|
General and administrative expenses
|
|
1,755
|
|
|
2,240
|
|
|
2,995
|
|
|||
Selling and distribution expenses
|
|
336
|
|
|
343
|
|
|
284
|
|
|||
Restructuring expense
|
|
74
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation expense before income taxes and discontinued operations
|
|
2,400
|
|
|
3,362
|
|
|
3,588
|
|
|||
Income tax benefit
|
|
—
|
|
|
(915
|
)
|
|
(990
|
)
|
|||
Stock-based compensation expense before discontinued operations, net of income taxes
|
|
2,400
|
|
|
2,447
|
|
|
2,598
|
|
|||
|
|
|
|
|
|
|
||||||
Discontinued operations
|
|
—
|
|
|
—
|
|
|
112
|
|
|||
Income tax benefit
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||
Stock-based compensation expense in discontinued operations, net of income taxes
|
|
—
|
|
|
—
|
|
|
74
|
|
|||
|
|
|
|
|
|
|
||||||
Stock-based compensation expense, net of income taxes
|
|
2,400
|
|
|
2,447
|
|
|
2,672
|
|
|||
|
|
|
|
|
|
|
||||||
Earnings per share impact - Basic:
|
|
|
|
|
|
|
|
|
|
|||
Continuing operations
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.19
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
Net income
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.29
|
|
Earnings per share impact - Diluted:
|
|
|
|
|
|
|
||||||
Continuing operations
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.19
|
|
Discontinued operations
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Net income
|
|
$
|
0.17
|
|
|
$
|
0.18
|
|
|
$
|
0.20
|
|
|
|
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Balance at December 31, 2013
|
|
187,113
|
|
|
$
|
17.63
|
|
Granted
|
|
157,680
|
|
|
21.31
|
|
|
Vested
|
|
(81,823
|
)
|
|
18.55
|
|
|
Forfeited
|
|
(250
|
)
|
|
22.05
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014
|
|
262,720
|
|
|
$
|
19.55
|
|
Granted
|
|
148,972
|
|
|
14.65
|
|
|
Vested
|
|
(157,673
|
)
|
|
18.81
|
|
|
Forfeited
|
|
(12,332
|
)
|
|
18.82
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
241,687
|
|
|
$
|
17.04
|
|
Granted
|
|
228,532
|
|
|
8.07
|
|
|
Vested
|
|
(144,008
|
)
|
|
15.08
|
|
|
Forfeited
|
|
(42,634
|
)
|
|
10.82
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
|
283,577
|
|
|
$
|
11.74
|
|
|
|
Share
Units
|
|
Weighted Average
Grant Date
Fair Value
|
|||
Balance at December 31, 2013
|
|
99,345
|
|
|
$
|
17.59
|
|
Granted
|
|
33,895
|
|
|
21.25
|
|
|
Vested
|
|
(48,674
|
)
|
|
18.87
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014
|
|
84,566
|
|
|
$
|
18.33
|
|
Granted
|
|
50,167
|
|
|
13.90
|
|
|
Vested
|
|
(38,405
|
)
|
|
17.58
|
|
|
Forfeited
|
|
(9,166
|
)
|
|
14.23
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015
|
|
87,162
|
|
|
$
|
16.54
|
|
Granted
|
|
48,855
|
|
|
6.88
|
|
|
Vested
|
|
(40,836
|
)
|
|
16.24
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
|
95,181
|
|
|
$
|
11.71
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
(4,346
|
)
|
|
$
|
(16,167
|
)
|
|
$
|
(706
|
)
|
Foreign
|
|
(1,362
|
)
|
|
(9,922
|
)
|
|
6,545
|
|
|||
|
|
|
|
|
|
|
||||||
Total income (loss) before income taxes and discontinued operations
|
|
$
|
(5,708
|
)
|
|
$
|
(26,089
|
)
|
|
$
|
5,839
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current - Federal
|
|
$
|
(888
|
)
|
|
$
|
(3,005
|
)
|
|
$
|
378
|
|
Current - State
|
|
55
|
|
|
55
|
|
|
16
|
|
|||
Current - Foreign
|
|
1,914
|
|
|
1,557
|
|
|
3,774
|
|
|||
|
|
|
|
|
|
|
||||||
Current income tax expense (benefit)
|
|
1,081
|
|
|
(1,393
|
)
|
|
4,168
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred - Federal
|
|
—
|
|
|
1,149
|
|
|
(236
|
)
|
|||
Deferred - State
|
|
—
|
|
|
217
|
|
|
(82
|
)
|
|||
Deferred - Foreign
|
|
(284
|
)
|
|
(2,091
|
)
|
|
63
|
|
|||
|
|
|
|
|
|
|
||||||
Deferred income tax benefit
|
|
(284
|
)
|
|
(725
|
)
|
|
(255
|
)
|
|||
|
|
|
|
|
|
|
||||||
Income tax provision (benefit)
|
|
$
|
797
|
|
|
$
|
(2,118
|
)
|
|
$
|
3,913
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Statutory U.S. federal income tax
|
|
$
|
(1,998
|
)
|
|
$
|
(9,131
|
)
|
|
$
|
2,042
|
|
U.S. state income tax, net of federal benefit
|
|
(158
|
)
|
|
(340
|
)
|
|
(15
|
)
|
|||
Foreign rate differential
|
|
164
|
|
|
692
|
|
|
(1,558
|
)
|
|||
Domestic production activities deduction
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|||
Tax audit adjustments
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
|||
Intercompany distributions
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
Equity compensation
|
|
339
|
|
|
224
|
|
|
338
|
|
|||
Deemed repatriation of foreign earnings
|
|
—
|
|
|
810
|
|
|
—
|
|
|||
Current year tax credits
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|||
Impairment of goodwill
|
|
—
|
|
|
498
|
|
|
—
|
|
|||
Other
|
|
97
|
|
|
(1,513
|
)
|
|
(132
|
)
|
|||
Change in valuation allowances
|
|
2,353
|
|
|
6,642
|
|
|
3,737
|
|
|||
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
$
|
797
|
|
|
$
|
(2,118
|
)
|
|
$
|
3,913
|
|
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Net operating loss carryforward
|
|
$
|
9,764
|
|
|
$
|
8,162
|
|
Inventory differences
|
|
1,222
|
|
|
1,044
|
|
||
Equity compensation
|
|
688
|
|
|
704
|
|
||
Investment in subsidiaries
|
|
581
|
|
|
903
|
|
||
Restructuring
|
|
2,328
|
|
|
2,166
|
|
||
Other, net
|
|
791
|
|
|
499
|
|
||
Gross deferred tax assets
|
|
15,374
|
|
|
13,478
|
|
||
Less valuation allowances
|
|
(11,679
|
)
|
|
(9,357
|
)
|
||
Total deferred tax assets
|
|
3,695
|
|
|
4,121
|
|
||
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Purchased intangible assets and goodwill
|
|
(4,013
|
)
|
|
(4,821
|
)
|
||
Depreciation and amortization
|
|
(1,130
|
)
|
|
(1,322
|
)
|
||
Other, net
|
|
—
|
|
|
(97
|
)
|
||
Total deferred tax liabilities
|
|
(5,143
|
)
|
|
(6,240
|
)
|
||
|
|
|
|
|
||||
Net deferred tax liabilities
|
|
$
|
(1,448
|
)
|
|
$
|
(2,119
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
NobelClad
|
$
|
91,285
|
|
|
$
|
89,980
|
|
|
$
|
97,108
|
|
DynaEnergetics
|
67,290
|
|
|
76,938
|
|
|
105,453
|
|
|||
|
|
|
|
|
|
||||||
Consolidated net sales
|
$
|
158,575
|
|
|
$
|
166,918
|
|
|
$
|
202,561
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Operating income (loss):
|
|
|
|
|
|
||||||
NobelClad
|
$
|
8,878
|
|
|
$
|
5,819
|
|
|
$
|
2,155
|
|
DynaEnergetics
|
(5,380
|
)
|
|
(19,245
|
)
|
|
14,479
|
|
|||
|
|
|
|
|
|
||||||
Segment operating income (loss)
|
3,498
|
|
|
(13,426
|
)
|
|
16,634
|
|
|||
|
|
|
|
|
|
||||||
Unallocated corporate expenses
|
(6,372
|
)
|
|
(6,891
|
)
|
|
(6,381
|
)
|
|||
Stock-based compensation
|
(2,400
|
)
|
|
(3,362
|
)
|
|
(3,588
|
)
|
|||
Other income (expense), net
|
633
|
|
|
(669
|
)
|
|
(313
|
)
|
|||
Interest expense
|
(1,070
|
)
|
|
(1,745
|
)
|
|
(551
|
)
|
|||
Interest income
|
3
|
|
|
4
|
|
|
38
|
|
|||
|
|
|
|
|
|
||||||
Consolidated income (loss) before income taxes and discontinued operations
|
$
|
(5,708
|
)
|
|
$
|
(26,089
|
)
|
|
$
|
5,839
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation and Amortization:
|
|
|
|
|
|
||||||
NobelClad
|
$
|
3,999
|
|
|
$
|
4,158
|
|
|
$
|
6,482
|
|
DynaEnergetics
|
6,768
|
|
|
6,119
|
|
|
6,672
|
|
|||
|
|
|
|
|
|
||||||
Segment depreciation and amortization
|
$
|
10,767
|
|
|
$
|
10,277
|
|
|
$
|
13,154
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capital Expenditures:
|
|
|
|
|
|
||||||
NobelClad
|
$
|
1,217
|
|
|
$
|
1,376
|
|
|
$
|
13,696
|
|
DynaEnergetics
|
4,448
|
|
|
3,668
|
|
|
7,366
|
|
|||
|
|
|
|
|
|
||||||
Segment capital expenditures
|
5,665
|
|
|
5,044
|
|
|
21,062
|
|
|||
Corporate and other
|
54
|
|
|
389
|
|
|
341
|
|
|||
|
|
|
|
|
|
||||||
Consolidated capital expenditures
|
$
|
5,719
|
|
|
$
|
5,433
|
|
|
$
|
21,403
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets:
|
|
|
|
||||
NobelClad
|
$
|
74,038
|
|
|
$
|
85,649
|
|
DynaEnergetics
|
75,728
|
|
|
79,884
|
|
||
|
|
|
|
||||
Segment assets
|
149,766
|
|
|
165,533
|
|
||
|
|
|
|
||||
Cash and cash equivalents
|
6,419
|
|
|
6,291
|
|
||
Prepaid expenses and other assets
|
5,287
|
|
|
9,048
|
|
||
Corporate property, plant and equipment
|
1,083
|
|
|
1,320
|
|
||
|
|
|
|
||||
Consolidated assets
|
$
|
162,555
|
|
|
$
|
182,192
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
78,999
|
|
|
$
|
81,634
|
|
|
$
|
91,009
|
|
Canada
|
|
16,021
|
|
|
13,000
|
|
|
23,532
|
|
|||
United Arab Emirates
|
|
7,449
|
|
|
7,891
|
|
|
3,694
|
|
|||
France
|
|
3,744
|
|
|
6,624
|
|
|
5,478
|
|
|||
South Korea
|
|
1,690
|
|
|
5,709
|
|
|
7,362
|
|
|||
Germany
|
|
5,979
|
|
|
5,182
|
|
|
7,721
|
|
|||
Russia
|
|
3,731
|
|
|
4,937
|
|
|
7,992
|
|
|||
India
|
|
5,066
|
|
|
4,566
|
|
|
7,617
|
|
|||
Egypt
|
|
1,942
|
|
|
4,080
|
|
|
2,227
|
|
|||
Spain
|
|
1,500
|
|
|
3,858
|
|
|
892
|
|
|||
Iraq
|
|
13
|
|
|
3,758
|
|
|
11,348
|
|
|||
China
|
|
7,012
|
|
|
2,426
|
|
|
1,800
|
|
|||
Italy
|
|
2,577
|
|
|
2,327
|
|
|
2,350
|
|
|||
Hong Kong
|
|
699
|
|
|
2,207
|
|
|
1,967
|
|
|||
Sweden
|
|
2,124
|
|
|
1,699
|
|
|
1,227
|
|
|||
Rest of the world
|
|
20,029
|
|
|
17,020
|
|
|
26,345
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
158,575
|
|
|
$
|
166,918
|
|
|
$
|
202,561
|
|
|
Operating Leases
|
||
Year ended December 31 -
|
|
|
|
2017
|
$
|
1,660
|
|
2018
|
1,164
|
|
|
2019
|
702
|
|
|
2020
|
550
|
|
|
2021
|
401
|
|
|
Thereafter
|
430
|
|
|
|
|
||
Total minimum payments
|
$
|
4,907
|
|
Year ended December 31 -
|
|
|
|
2017
|
$
|
398
|
|
2018
|
398
|
|
|
2019
|
398
|
|
|
2020
|
—
|
|
|
2021
|
—
|
|
|
Thereafter
|
—
|
|
|
|
|
|
|
Total minimum payments
|
$
|
1,194
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,540
|
|
|
|
|
|
|
|
||||||
Income (loss) from operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(76
|
)
|
Tax provision
|
—
|
|
|
—
|
|
|
1
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(77
|
)
|
|
|
|
|
|
|
||||||
Gain on sale of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,476
|
|
Tax provision
|
—
|
|
|
—
|
|
|
758
|
|
|||
|
|
|
|
|
|
||||||
Gain on sale of discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
718
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Severance
|
|
Asset Impairment
|
|
Contract Termination Costs
|
|
Equipment Moving Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||||
DynaEnergetics
|
$
|
684
|
|
|
$
|
—
|
|
|
$
|
386
|
|
|
$
|
15
|
|
|
$
|
43
|
|
|
$
|
1,128
|
|
Corporate
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
386
|
|
|
$
|
15
|
|
|
$
|
43
|
|
|
$
|
1,202
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||||||
|
Severance
|
|
Asset Impairment
|
|
Contract Termination Costs
|
|
Equipment Moving Costs
|
|
Other Exit Costs
|
|
Total
|
||||||||||||
NobelClad
|
$
|
238
|
|
|
$
|
—
|
|
|
40
|
|
|
476
|
|
|
$
|
(4
|
)
|
|
$
|
750
|
|
||
DynaEnergetics
|
735
|
|
|
205
|
|
|
498
|
|
|
391
|
|
|
(169
|
)
|
|
1,660
|
|
||||||
Corporate
|
1,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,653
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
$
|
2,626
|
|
|
$
|
205
|
|
|
$
|
538
|
|
|
$
|
867
|
|
|
$
|
(173
|
)
|
|
$
|
4,063
|
|
|
December 31, 2015
|
|
Expense
|
|
Payments
|
|
Currency Adjustments
|
|
December 31, 2016
|
||||||||||
Severance
|
$
|
452
|
|
|
$
|
684
|
|
|
$
|
(1,046
|
)
|
|
$
|
(28
|
)
|
|
$
|
62
|
|
Contract termination costs
|
282
|
|
|
399
|
|
|
(575
|
)
|
|
6
|
|
|
112
|
|
|||||
Equipment moving costs
|
—
|
|
|
15
|
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||||
Other exit costs
|
—
|
|
|
44
|
|
|
(42
|
)
|
|
(2
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
734
|
|
|
$
|
1,142
|
|
|
$
|
(1,678
|
)
|
|
$
|
(24
|
)
|
|
$
|
174
|
|
|
|
2016
|
||||||||||||||
|
|
Quarter ended March 31,
|
|
Quarter ended June 30,
|
|
Quarter ended September 30,
|
|
Quarter ended December 31,
|
||||||||
Net sales
|
|
$
|
40,532
|
|
|
$
|
41,317
|
|
|
$
|
36,553
|
|
|
$
|
40,173
|
|
Gross profit
|
|
$
|
10,385
|
|
|
$
|
9,908
|
|
|
$
|
8,457
|
|
|
$
|
9,930
|
|
Net loss
|
|
$
|
(413
|
)
|
|
$
|
(766
|
)
|
|
$
|
(3,136
|
)
|
|
$
|
(2,190
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Loss per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.16
|
)
|
Diluted
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.16
|
)
|
|
|
2015
|
||||||||||||||
|
|
Quarter ended March 31,
|
|
Quarter ended June 30,
|
|
Quarter ended September 30,
|
|
Quarter ended December 31,
|
||||||||
Net sales
|
|
$
|
40,819
|
|
|
$
|
44,741
|
|
|
$
|
39,508
|
|
|
$
|
41,850
|
|
Gross profit
|
|
$
|
10,703
|
|
|
$
|
12,585
|
|
|
$
|
10,289
|
|
|
$
|
2,047
|
|
Net loss
|
|
$
|
(2,377
|
)
|
|
$
|
(1,319
|
)
|
|
$
|
(4,233
|
)
|
|
$
|
(16,042
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.17
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(1.15
|
)
|
Diluted
|
|
$
|
(0.17
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(1.15
|
)
|
|
/s/ Kevin Longe
|
|
Kevin Longe
|
|
President and Chief Executive Officer
|
|
March 9, 2017
|
|
|
|
/s/ Michael Kuta
|
|
Michael Kuta
|
|
Chief Financial Officer
|
|
March 9, 2017
|
|
/s/ Ernst & Young LLP
|
Denver, Colorado
|
|
March 9, 2017
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 4, 2016).
|
3.2
|
|
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on November 4, 2016).
|
10.1
|
|
Second Amended and Restated Credit Agreement dated as of February 23, 2015, by and among the Company, the borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Europe Limited, as London agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, KeyBank National Association, as syndication agent, and Wells Fargo Bank, National Association, as documentation agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K filed with the Commission on March 16, 2015)
|
10.2
|
|
First Amendment to the Second Amended and Restated Credit Facility dated December 18, 2015 among the Company, JP Morgan Chase Bank, N.A. and the other parties named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 18, 2015).
|
10.3
|
|
Second Amendment to the Second Amended and Restated Credit Facility dated December 30, 2016 among the Company, JP Morgan Chase Bank, N.A. and the other parties named therein.
|
10.4
|
|
Third Amendment to the Second Amended and Restated Credit Facility dated March 6, 2017 among the Company, JP Morgan Chase Bank, N.A. and the other parties named therein.
|
10.5
|
|
Employment Agreement, dated as of March 1, 2013, by and between the Company and Kevin Longe (incorporated by reference to Exhibit 10.2 to the Company's Form 10-K filed with the Commission on March 14, 2013). *
|
10.6
|
|
Employment Offer Letter dated February 23, 2014, from the Company to Michael L. Kuta (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 31, 2014). *
|
10.7
|
|
Employment Agreement dated July 26, 2013, from the Company to Ian Grieves. *
|
10.8
|
|
Employment Offer Letter dated July 17, 2016, from the Company to Michelle H. Shepston. *
|
10.9
|
|
Employment Offer Letter dated October 7, 2016, from the Company to John E. Scheatzle Jr. *
|
10.10
|
|
2006 Stock Incentive Plan, as amended by Amendment No. 1 to the Company's 2006 Stock Inventive Plan dated March 11, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the Commission on March 7, 2014).*
|
10.11
|
|
Performance-Based Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed with the Commission on May 24, 2013). *
|
10.12
|
|
Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on November 24, 2014).*
|
10.13
|
|
Form of Executive Officer Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on June 12, 2007). *
|
10.14
|
|
Form of Non-Executive Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on June 12, 2007). *
|
10.15
|
|
2016 Omnibus Incentive Plan dated November 4, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on November 4, 2016).
|
10.16
|
|
Form of Executive Officer Restricted Stock Award Agreement. *
|
10.17
|
|
Form of Executive Officer Restricted Stock Unit Agreement. *
|
10.18
|
|
Form of Executive Officer Performance Based Unit Agreement. *
|
10.19
|
|
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Commission on January 24, 2011). *
|
10.20
|
|
Lease of Dunbar, Pennsylvania clad metal shooting site (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-K filed with the Commission on March 11, 2016).
|
21.1
|
|
Subsidiaries of the Company.
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
31.1
|
|
Certification of the President and Chief Executive Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a) or 17 CFR 240.15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
|
Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
The following materials from the Annual Report on Form 10-K of DMC Global Inc. For the year ended December 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.**
|
|
DMC Global Inc.
|
|
|
|
|
|
|
|
March 9, 2017
|
By:
|
/s/ Michael Kuta
|
|
|
Michael Kuta
|
|
|
Chief Financial Officer
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
/s/ Kevin Longe
|
|
President and Chief Executive Officer
|
|
March 9, 2017
|
Kevin Longe
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Michael Kuta
|
|
Chief Financial Officer
|
|
March 9, 2017
|
Michael Kuta
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Gerard Munera
|
|
Chairman and Director
|
|
March 9, 2017
|
Gerard Munera
|
|
|
|
|
|
|
|
|
|
/s/ David Aldous
|
|
Director
|
|
March 9, 2017
|
David Aldous
|
|
|
|
|
|
|
|
|
|
/s/ Yvon Pierre Cariou
|
|
Director
|
|
March 9, 2017
|
Yvon Pierre Cariou
|
|
|
|
|
|
|
|
|
|
/s/ Robert A. Cohen
|
|
Director
|
|
March 9, 2017
|
Robert A. Cohen
|
|
|
|
|
|
|
|
|
|
/s/ James J. Ferris
|
|
Director
|
|
March 9, 2017
|
James J. Ferris
|
|
|
|
|
|
|
|
|
|
/s/ Richard P. Graff
|
|
Director
|
|
March 9, 2017
|
Richard P. Graff
|
|
|
|
|
|
|
|
|
|
/s/ Peter Rose
|
|
Director
|
|
March 9, 2017
|
Peter Rose
|
|
|
|
|
|
|
Balance at
beginning
of period
|
|
Additions
charged to
income
|
|
Accounts
receivable
written off
|
|
Other
Adjustments
|
|
Balance at
end of
period
|
||||||||||
Year ended -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
$
|
419
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
542
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
$
|
542
|
|
|
$
|
1,072
|
|
|
$
|
(191
|
)
|
|
$
|
(449
|
)
|
|
$
|
974
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
$
|
974
|
|
|
$
|
873
|
|
|
$
|
(351
|
)
|
|
$
|
(350
|
)
|
|
$
|
1,146
|
|
|
|
Balance at
beginning
of period
|
|
Additions
charged to
income
|
|
Repairs
allowed
|
|
Other
Adjustments
|
|
Balance at
end of
period
|
||||||||||
Year ended -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2014
|
|
$
|
188
|
|
|
$
|
162
|
|
|
$
|
(216
|
)
|
|
$
|
(4
|
)
|
|
$
|
130
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2015
|
|
$
|
130
|
|
|
$
|
339
|
|
|
$
|
(308
|
)
|
|
$
|
(31
|
)
|
|
$
|
130
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
|
$
|
130
|
|
|
$
|
535
|
|
|
$
|
(140
|
)
|
|
$
|
—
|
|
|
$
|
525
|
|
|
|
Balance at
beginning
of period
|
|
Additions
charged to
income
|
|
Inventory
write-offs
|
|
Other Adjustments
|
|
Balance at
end of
period
|
|||||||||
Year ended -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2014
|
|
$
|
1,729
|
|
|
$
|
1,287
|
|
|
$
|
(77
|
)
|
|
178
|
|
|
$
|
3,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2015
|
|
$
|
3,117
|
|
|
$
|
1,952
|
|
|
$
|
(1,160
|
)
|
|
(227
|
)
|
|
$
|
3,682
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2016
|
|
$
|
3,682
|
|
|
$
|
1,738
|
|
|
$
|
(1,198
|
)
|
|
4
|
|
|
$
|
4,226
|
|
PARTY
|
|
SIGNATURE
|
|
ENTITY AND TITLE
|
|
DATE
|
Parent, US Borrower, Alternative Currency Borrower and US Guarantor
|
|
/s/ Michael Kuta
|
|
DMC Global Inc.
|
|
Chief Financial Officer
|
|
|
Michael Kuta
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Agent, US Issuing Lender, US Swingline Lender and US Lender
|
|
/s/ Keith Budoff
|
|
J.P. Morgan Chase Bank, N.A.
|
|
Underwriting Sr. Associate
|
|
|
Keith Budoff
|
|
|
|
|
|
|
|
|
|
|
|
London Agent;
London Issuing Lender, Euro Swingline Lender and Alternative Currency Lender to Dynamic Materials Luxembourg 2 S.A R.L.
|
|
/s/ Belinda Lucas
|
|
J.P. Morgan Europe Limited
|
|
Associate
|
|
|
Belinda Lucas
|
|
|
|
|
|
|
|
|
|
|
|
Canadian Agent, Canadian Issuing Lender and Alternative Currency Lender
|
|
/s/ Jeffery Coleman
|
|
JPMorgan Chase Bank, N.A., Toronto Branch
|
|
Executive Director
|
|
|
Jeffery Coleman
|
|
|
|
|
|
|
|
|
|
|
|
Syndication Agent, US Lender and Alternative Currency Lender
|
|
/s/ Michael Fesl
|
|
KeyBank National Association
|
|
Assistant Vice President
|
|
|
Michael Fesl
|
|
|
|
|
|
|
|
|
|
|
|
Documentation Agent, US Lender and Alternative Currency Lender
|
|
/s/ Thomas J. Zak
|
|
Wells Fargo Bank, National Association
|
|
Senior Vice President
|
|
|
Thomas J. Zak.
|
|
|
|
|
|
|
|
|
|
|
|
US Lender and Alternative Currency Lender
|
|
/s/ illegible
|
|
Bank of America, N.A.
|
|
Senior Vice President
|
|
|
illegible
|
|
|
|
|
|
|
|
|
|
|
|
Alternative Currency Lender
|
|
/s/ Medina Sales de Andrade
|
|
Bank of America, National Association (Canada Branch)
|
|
Vice President
|
|
|
Medina Sales de Andrade
|
|
|
|
|
(a)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the last sentence of the definition of “Alternative Currency Commitment” in its entirety as follows:
|
(b)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the table set forth in the definition of “Applicable Margin” in its entirety as follows:
|
Level
|
Leverage Ratio
|
Applicable Margin for Eurocurrency, EURIBOR and CDOR Loans
|
Applicable Margin for ABR and Canadian Prime Loans
|
I
|
1.00 > X
|
1.75%
|
0.75%
|
II
|
1.50 > X
>
1.00
|
2.00%
|
1.00%
|
III
|
2.00 > X
>
1.50
|
2.25%
|
1.25%
|
IV
|
2.50 > X
>
2.00
|
2.50%
|
1.50%
|
V
|
3.00 > X
>
2.50
|
2.75%
|
1.75%
|
VI
|
X
>
3.00
|
3.25%
|
2.25%
|
(c)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the last sentence of the definition of “Applicable Margin” in its entirety as follows:
|
(d)
|
Section 1.01 of the Credit Agreement is hereby amended to add the following new definitions of “Bail-In Action” and “Bail-In Legislation” in proper alphabetical order:
|
(e)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the table set forth in the definition of “Commitment Fee Rate” in its entirety as follows:
|
Level
|
Leverage Ratio
|
Commitment Fee Rate
|
I
|
1.00 > X
|
0.25%
|
II
|
1.50 > X
>
1.00
|
0.30%
|
III
|
2.00 > X
>
1.50
|
0.35%
|
IV
|
2.50 > X
>
2.00
|
0.40%
|
V
|
3.00 > X
>
2.50
|
0.45%
|
VI
|
X
>
3.00
|
0.50%
|
(f)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the last sentence of the definition of “Commitment Fee Rate” in its entirety as follows:
|
(g)
|
Section 1.01 of the Credit Agreement is hereby amended to restate clause (d) of the definition of “Defaulting Lender” in its entirety as follows:
|
(h)
|
Section 1.01 of the Credit Agreement is hereby amended to add the following new definitions of “EEA Financial Institution,” “EEA Member Country,” “EEA Resolution Authority” and “EU Bail-In Legislation Schedule” in proper alphabetical order:
|
(i)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the definition of “Federal Funds Effective Rate” in its entirety as follows:
|
(j)
|
Section 1.01 of the Credit Agreement is hereby amended to add the following new definition of “Third Amendment Effective Date” in proper alphabetical order:
|
(k)
|
Section 1.01 of the Credit Agreement is hereby amended to restate the last sentence of the definition of “US Commitment” in its entirety as follows:
|
(l)
|
Section 1.01 of the Credit Agreement is hereby amended to add the following new definition of “Write-Down and Conversion Powers” in proper alphabetical order:
|
(a)
|
Section 2.20 of the Credit Agreement is hereby amended to add the following new proviso at the end of clause (i) of subsection (c) thereof:
|
(b)
|
Section 2.20 of the Credit Agreement is hereby amended to restate the penultimate paragraph thereof in its entirety as follows:
|
PARENT, US BORROWER,
ALTERNATIVE CURRENCY BORROWER AND
US GUARANTOR:
|
DMC GLOBAL INC.
|
|
By: /s/ Michael Kuta
Name: Michael Kuta
Title: Chief Financial Officer
|
|
|
US BORROWER AND US GUARANTOR:
|
DMC KOREA, INC.
|
|
|
|
By: /s/ Michael Kuta
Name: Michael Kuta
Title: Vice President
|
US BORROWER AND US GUARANTOR:
|
DynaEnergetics US, INC.
|
|
|
|
|
|
By: /s/ Michael Kuta
Name: Michael Kuta
Title: Vice President
|
FOREIGN GUARANTOR:
|
DYNAENERGETICS CANADA INC.
|
|
|
|
|
|
By:
/s/ Ian Grieves
Name: Ian Grieves
Title: President
|
FOREIGN GUARANTOR:
|
DYNAMIC MATERIALS LUXEMBOURG 1 S.Á R.L.
|
|
|
|
|
|
By:
/s/ Ian Grieves
Name: Ian Grieves
Title: Class B Director
|
ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
|
DYNAMIC MATERIALS LUXEMBOURG 2 S.Á R.L.
|
|
|
|
|
|
By:
/s/ Ian Grieves
Name: Ian Grieves
Title: Class B Director
|
FOREIGN GUARANTOR:
|
NOBELCLAD EUROPE SA
|
|
|
|
|
|
By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Administrator et Directeur Général
|
FOREIGN GUARANTOR:
|
NITRO METALL AB
|
|
|
|
|
|
By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Director
|
ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
|
DYNAENERGETICS HOLDING GMBH
|
|
|
|
|
|
By:
/s/ Ian Grieves
Name: Ian Grieves
Title: Managing Director
|
ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
|
DYNAENERGETICS BETEILIGUNGS GMBH
|
|
|
|
By:
/s/ Achim Pabst
Name: Achim Pabst
Title: Managing Director
|
ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
|
DYNAENERGETICS GMBH & CO., KG
|
|
By: DYNAENERGETICS BETEILIGUNGS GMBH, as general partner
|
|
|
|
By:
/s/ Achim Pabst
Name: Achim Pabst
Title: Managing Director
|
FOREIGN GUARANTOR:
|
NOBELCLAD EUROPE HOLDING GmbH
|
|
|
|
|
|
By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Managing Director
|
ALTERNATIVE CURRENCY BORROWER AND FOREIGN GUARANTOR:
|
NOBELCLAD EUROPE GmbH AND CO., KG
|
|
|
|
By: NOBELCLAD EUROPE HOLDING GMBH, as general partner
|
|
|
|
By:
/s/ Antoine Nobili
Name: Antoine Nobili
Title: Managing Director
|
FOREIGN GUARANTOR:
|
DYNAENERGETICS SIBERIA LIMITED
|
|
|
|
|
|
By:
/s/ Wilhelm Sonnenberg
Name: Wilhelm Sonnenberg
Title: General Director
|
FOREIGN GUARANTOR:
|
TOO KAZ DynaEnergetics
|
|
|
|
|
|
By:
/s/ Assel Tazhenova
Name: Assel Tazhenova
Title: Managing Director
|
FOREIGN GUARANTOR:
|
DYNAMIC MATERIALS CORPORATION (HK) LIMITED
|
|
|
|
|
|
By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Director
|
FOREIGN GUARANTOR:
|
DYNAMIC MATERIALS CORPORATION (SHANGHAI) TRADING
CO. LTD.
|
|
|
|
|
|
By:
/s/ Bin Zhang
Name: Bin Zhang
Title: Director/Legal Representative
|
FOREIGN GUARANTOR:
|
DYNAENERGETICS COLOMBIA S A S EN LIQUIDACTION
|
|
|
|
|
|
By:
/s/ Michael Kuta
Name: Michael Kuta
Title: Director
|
ADMINISTRATIVE AGENT,
US ISSUING LENDER, US SWINGLINE LENDER AND US LENDER: |
JPMORGAN CHASE BANK, N.A.
By:
/s/ Karl Thomasma
Name: Karl Thmasma
Title: Senior Underwriter
|
LONDON AGENT:
|
J.P. MORGAN EUROPE LIMITED
By:
/s/ Belinda Lucas
Name: Belinda Lucas
Title: Associate
|
LONDON ISSUING LENDER,
EURO SWINGLINE LENDER AND ALTERNATIVE CURRENCY LENDER TO DYNAMIC MATERIALS LUXEMBOURG 2 S.Á R.L.: |
J.P. MORGAN EUROPE LIMITED
By:
/s/ Belinda Lucas
Name: Belinda Lucas
Title: Associate
|
CANADIAN AGENT,
CANADIAN ISSUING LENDER AND ALTERNATIVE CURRENCY LENDER:
|
JPMORGAN CHASE BANK, N.A., TORONTO BRANCH
By:
/s/ M.N. Tam
Name: M.N. Tam
Title: Senior Vice President
|
SYNDICATION AGENT,
US LENDER AND
ALTERNATIVE CURRENCY LENDER:
|
KEYBANK NATIONAL ASSOCIATION
By:
/s/ Michael Fesl
Name: Michael Fesl
Title: Assistant Vice President
|
DOCUMENTATION AGENT,
US LENDER AND
ALTERNATIVE CURRENCY LENDER:
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Thomas J. Zak
Name: Thomas J. Zak
Title: Senior Vice President
|
US LENDER AND
ALTERNATIVE CURRENCY LENDER: |
BANK OF AMERICA, N.A.
By:
/s/ Satish Chander
Name: Satish Chander
Title: Senior Vice President
|
ALTERNATIVE CURRENCY LENDER:
|
BANK OF AMERICA, NATIONAL ASSOCIATION (CANADA BRANCH)
By:
/s/ Medina Sales de Andrade
Name: Medina Sales de Andrade
Title: Vice President
|
LENDER
|
US
COMMITMENT |
ALTERNATIVE CURRENCY
COMMITMENT |
JPMorgan Chase Bank, N.A.
|
$9,500,000.00
|
|
J.P. Morgan Europe Limited / JPMorgan Chase Bank, N.A., London Branch / JPMorgan Chase Bank, N.A., Toronto Branch
|
|
$1,583,333.33
|
KeyBank National Association
|
$7,250,000.00
|
$1,208,333.34
|
Wells Fargo Bank, National Association
|
$7,250,000.00
|
$1,208,333.34
|
Bank of America, N.A.
|
$6,000,000.00
|
|
Bank of America, N.A. / Bank of America, National Association (Canada Branch)
|
|
$1,000,000.00
|
TOTAL
|
$30,000,000.00
|
$5,000,000.00
|
|
Calculation
|
Covenant Requirement
|
Debt Service Coverage Ratio
|
x
|
1.35 to 1.0
|
Leverage Ratio
|
x
|
[___] to 1.0
|
Minimum Consolidated Pro Forma EBITDA
|
x
|
$[_______]
|
|
|
|
Debt Service Coverage Ratio
: for the trailing four quarter period measured as of the last day of the fiscal quarter ended ____________, 20___
|
|
|
(i) Consolidated Pro Forma EBITDA for such period
|
|
|
minus the sum of
|
|
|
(A) Cash Dividends,
|
|
|
(B) capital expenditures for such period for the Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP and
|
|
|
(C) cash income Taxes paid, net of cash income Taxes refunded, for such period by the Parent and its Subsidiaries (excluding $2,000,000 of German income taxes paid in cash in the first fiscal quarter of 2016)
|
|
|
to
|
|
|
(ii) (A) cash Interest Expense of the Parent for such period
|
|
|
plus
|
|
|
(B) scheduled principal payments of Consolidated Funded Indebtedness actually made during such period
|
|
|
|
|
|
Leverage Ratio
: for the trailing four quarter period measured as of the last day of the fiscal quarter ended ____________, 20___
|
|
|
(i) Consolidated Funded Indebtedness of the Parent on the last day of such period
|
|
|
to
|
|
|
(ii) Consolidated Pro Forma EBITDA of the Parent for such trailing four quarter period
|
|
|
|
|
|
Minimum Consolidated Pro Forma EBITDA
: for the trailing four quarter period measured as of the last day of the fiscal quarter ending _____________, 2017
|
|
|
|
|
|
A.
|
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, including any acquisition which, by reducing the number of shares outstanding, is the sole cause for increasing the percentage of shares beneficially owned by any such Person to more than the applicable percentage set forth above, or (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company.
|
B.
|
Individuals who, as of the date hereof, constitute the board of directors of the Company (the “Incumbent Board”) cease for any reason within any period of 24 months to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the board of directors of the Company.
|
C.
|
Consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (1) more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) is represented by Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Outstanding Company Common Stock and Outstanding Company Voting Securities were converted pursuant to such Business Combination) and such ownership of common stock and voting power among the holders thereof is in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination.
|
D.
|
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
|
RESTRICTION:
|
Subject to the Plan and the Agreement attached hereto, the Period of Restriction shall lapse, and the Restricted Stock shall vest and become free of forfeiture and transfer restrictions contained in the Agreement based on the following: one-third of the Shares of Restricted Stock shall vest on each of the first, second and third anniversaries of the Date of Grant.
|
PERIOD:
|
One-third of the RSUs vest on each of the first, second and third anniversaries of the Date of Grant.
|
PAYMENT:
|
The Company shall issue to Grantee one share of common stock of the Company (each, a “Share”) for each vested RSU, with the delivery of such Shares to occur as soon as reasonably practicable following vesting, but in all events payment shall be made no more than seventy-four (74) days following the vesting date.
|
|
|
|
|
OVERVIEW:
|
Grantee shall be eligible to earn a number of Performance Units between 0% - 200% of the Target Units based on the attainment of the Performance Measures described below over the Performance Period set forth below. Except as set forth below under “Special Vesting Events,” the Grantee
must
remain in the Continuous Service of the Company from the Date of Grant through the last day of the Performance Period in order to earn any Performance Units hereunder.
|
MEASURES:
|
The actual number of Performance Units earned and payable hereunder (the “Earned Performance Units”) shall be equal to (x) the number of Target Units awarded,
multiplied by
(y) the Attainment Percentage.
|
ADJUSTED EBITDA:
|
“Adjusted EBITDA” shall be defined as follows: EBITDA is defined as net income plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation, restructuring and impairment charges and, when appropriate, other extraordinary items that management does not utilize in assessing DMC’s operating performance. For purposes of this Agreement, Adjusted EBITDA for a relevant fiscal year shall be the same as reported in the Company’s Form 10-K.
|
RETURN:
|
“Total Stockholder Return” or “TSR” for the Company and each of the members of its Peer Group for the Performance Period is calculated pursuant to the formula (x+y)/z, where (x) is the difference between (i) the average closing stock prices for the month of January 2020
minus
(ii) the average closing stock prices for the month of January 2017, (y) represents all dividends paid in respect of the stock during the Performance Period, and (z) is the average closing stock prices for the month of January 2017.
|
PEER GROUP:
|
The Peer Group used for purposes of calculating TSR shall be the following companies:
|
EVENTS:
|
Death or Disability
|
Payment:
|
The Company shall issue to Grantee one Share for each Earned Performance Unit, with the delivery of such Shares to occur as soon as reasonably practicable following the certification of results for the Performance Period (or if sooner, a termination of Grantee’s Continuous Service as a result of death or Disability or the occurrence of a Change in Control), but in all events payment shall be made no more than seventy-four (74) days following the last day of the Performance Period (or the date of a termination upon death or Disability or a Change in Control, if sooner).
|
Dividend Equivalents:
|
The Grantee shall be entitled in respect of Earned Performance Units to receive an additional amount in cash equal to the value of all dividends and distributions made between the Date of Grant and the date of payment with respect to a number of Shares equal to the greater of the Earned Performance Units or the Target Units (the “
Dividend Equivalent
”). The Dividend Equivalent shall be accumulated and paid on the date on which the Earned Performance Units are paid.
|
|
|
|
|
Name of Subsidiary
|
|
State or Jurisdiction of Incorporation
|
|
|
|
DMC Korea Inc.
|
|
Colorado
|
|
|
|
DynaEnergetics Beteiligungs GmbH
|
|
Germany
|
|
|
|
DYNAenergetics Canada Inc
|
|
Canada
|
|
|
|
DynaEnergetics Colombia SAS En
|
|
Colombia
|
|
|
|
DynaEnergetics GmbH & Co., KG
|
|
Germany
|
|
|
|
DynaEnergetics Holding GmbH
|
|
Germany
|
|
|
|
DynaEnergetics US, Inc
|
|
Colorado
|
|
|
|
Dynamic Materials Corporation (HK) Ltd
|
|
Hong Kong
|
|
|
|
Dynamic Materials Luxembourg 1 S.a r.L
|
|
Luxembourg
|
|
|
|
Dynamic Materials Luxembourg 2 S.a r.L
|
|
Luxembourg
|
|
|
|
Nobelclad Europe GmbH & Co., KG
|
|
Germany
|
|
|
|
Nobelclad Europe Holdings GmbH
|
|
Germany
|
|
|
|
TOO KAZ DYNAEnergetics
|
|
Kazakhstan
|
|
|
|
ooo DYNAenergetics Siberia
|
|
Russia
|
|
|
|
Nitro Metall Aktiebolag
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Sweden
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Nobelclad Europe SAS
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France
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Dynamic Materials Corporation (Shanghai) Trading Co. Ltd.
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China
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(1)
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Registration Statement (Form S-8 No. 333-188796) pertaining to the Company’s 2006 Stock Incentive Plan,
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(2)
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Registration Statement (Form S-8 No. 333-182979) pertaining to the Company’s Employee Stock Purchase Plan, and
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/s/ Ernst & Young LLP
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Denver, Colorado
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March 9, 2017
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/s/ Kevin T. Longe
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Kevin T. Longe
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President and Chief Executive Officer
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of Dynamic Materials Corporation
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/s/ Michael Kuta
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Michael Kuta
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Chief Financial Officer of Dynamic Materials Corporation
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/s/ Kevin T. Longe
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Kevin T. Longe
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President and Chief Executive Officer
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of Dynamic Materials Corporation
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/s/ Michael Kuta
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Michael Kuta
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Chief Financial Officer of Dynamic Materials Corporation
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